CLUB CONSTITUTION

 

 

1.    Name 
The name of the incorporated Club is HK-HT-HG Owners Car Club of South Australia (SA), referred to herein as ‘the Club’. 

 

2. Definitions 
          a)    ‘Committee’ means the committee of management of the Club

b)    ‘General meeting’ means a general meeting of members of the Club convened in accordance with these rules 

c)    ‘Member’ means a member of the Club 

d)    ‘Student’ means a person holding a current valid student card verifying their identity as a student of a recognised educational institution

e)    ‘The Act’ means the Associations Incorporation Act 1985 

f)    ‘Month’ shall mean a calendar month

g)    ‘Special Resolution’ as in Act

h)    ‘Ordinary Resolution’ as in the Act

 

3. Objects or purposes of the Club
The objects of the association are: 
          a)    To promote and encourage members to own HK-HT-HG Holdens and other classic cars 

b)    To actively encourage the preservation and restoration of HK-HT-HG Holdens and other classic cars

c)    To promote the HK-HT-HG Holdens in all their variants  

d)    To enable members access to information regarding events, technical information and parts

e)    To promote social activities amongst enthusiasts of HK-HT-HG Holdens and other classic cars 

 

4. Powers of the Club
The Club shall have all the powers conferred by section 25 of the Act.

 

5. Historical Registration
Members wishing to apply for Conditional Registration, under the ‘Conditional Registration Scheme for Historic Vehicles, Prescribed Left Hand Drive Vehicles and Street Rod Vehicles’ or any such similar scheme as administered by the Government of South Australia are required to inform themselves of the requirements of this Scheme, and to be aware of their responsibilities to ensure that they comply with the requirements of the Scheme and any relevant Club requirements at all times.

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6. Membership 
6.1 Types of Membership
          a)    Membership shall be open to all persons subscribing to the objects of the Club.

          b)    Incorporated bodies subscribing to the objects of the Club at the discretion of the Executive Committee.

          c)    The classes of membership shall be:
                 a)    Full Member
                 b)    Family membership
                 c)    Life Member

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6.2 Admission of Members 
          a)    An application for membership shall be made in writing on a supplied Membership Form submitted to the Secretary each year. Where the application is for a                     new membership it must be signed by the applicant and include a signed endorsement from an existing Full Member that the applicant is of good character,                     and will uphold the objects and purposes of the Club. 

          b)    No person will be eligible for membership if it were known that they have at any time committed an act that, such as if they had committed it while a                             member, would have justified their expulsion.

          c)    The Committee may, at its discretion, request more information from the applicant and/or existing Club members in order to properly assess the application.

 

The Committee shall have the right to refuse membership to any person or organisation without assigning a reason.

 

6.3 Full Member
          a)    A Full Member shall enjoy membership with all its rights and privileges including the right to vote and eligibility to any Office in the Club.

6.4 Family Members
          a)    Family membership shall be open to the partner of a Full Member, all dependent children and or students domiciled at the same address. The family                               member(s) must be nominated by the Full Member.

          b)    Family Members are not entitled to cast a vote at any Meeting of the Club.

          c)    A Family Member shall have the right to participate in all the events organised by the Club for Club members, subject to the rules of the event.

6.5 Life Members of the Club
          a)    Any Member may recommend a person for Life Membership by notice in writing to the Committee. A recommendation made under this clause must include a                   written report outlining the history of services of the nominee. 

          b)    A person may be appointed a Life Member only by Special Resolution put to an Annual General Meeting by the Committee. 

          c)    A Life Member has all the rights and privileges of a Full Member.

          d)    A Life Member shall not be required to pay Annual Club subscription fee.

6.6 Subscriptions 
          a)    The subscription fees for membership shall be such sum (if any) as the members shall determine from time to time in general meeting. 

          b)    The subscription fees shall be payable annually on 1 July or at a time that the Committee determines. 

          c)    Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the Club, provided                   always that the committee may reinstate such a person’s membership on such terms as it thinks fit. 

 

6.7 Resignations 
A member may resign from membership of the Club by giving written notice to the secretary or public officer of the Club. Any resigning member shall be liable for any outstanding subscriptions which may be recovered as a debt due to the Club.

 

6.8 Expulsion of a Member 
          a)    Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of                       misconduct detrimental to the interests of the Club. 

          b)    Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be                               determined. 

          c)    The determination of the committee shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 6.8d                   below), cease to be a member 14 days after the committee has communicated its determination to the member. 

          d)    It shall be open to a member to appeal the expulsion to the Club at a general meeting. The intention to appeal shall be communicated to the secretary or                       public officer of the Club within 14 days after the determination of the committee has been communicated to the member. 

          e)    In the event of an appeal under 6.8d above, the appellant’s membership of the Club shall not be terminated unless the determination of the committee to                       expel the member is upheld by the members of the Club in a General Meeting after the appellant has been heard by the members of the Club, and in such                       event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld. 

          f)    The expelled member shall forfeit all rights to the return of any fees or other monies.

 

6.9 Register of Members
A register of members must be kept and contain:

          a)    The name and address of each member 

          b)    Motor vehicle details associated with the Club

          c)    The date on which each member was admitted to the Club, and 

          d)    If applicable, the date of and reason(s) for termination of membership.

 

7. The Committee 
7.1 Powers and Duties 
          a)    The affairs of the Club shall be managed and controlled by the committee of management of the Club which, in addition to any powers and authorities                             conferred by these rules, may exercise all such powers and do all such things as are within the objects of the Club, and are not by the Act or by these rules                     required to be done by the Club in a General Meeting. 

          b)    The committee has the management and control of the funds and other property of the Club. 

          c)    The committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the club on which these rules are                       silent. 

          d)    The committee shall appoint a public officer as required by the Act. 

Notice of appointment and any change in the identity or address of the public officer are to be lodged within one month after the change (Form 10) with: Consumer and Business Services, Chesser House, 91-97 Grenfell Street, Adelaide 5000; postal address: GPO Box 1719, Adelaide 5001.

 

7.2 Appointment 
          a)    The committee shall be comprised of a chairperson, secretary, treasurer and seven committee members. 

          b)    A committee member shall be a natural person. 

          c)    The first committee of the Club shall be appointed from the promoters of the association, or be comprised of such persons as hold office prior to                                     incorporation. The first committee shall hold office until the first annual general meeting after incorporation. At this time, the committee shall remain unless a                   nomination is received or a committee member retires. 

          d)    A retiring committee member shall be eligible to stand for re-election without nomination. No other person shall be eligible to stand for election unless a                           member of the club has nominated that person at least 28 days before the meeting by delivering the nomination of that person to the secretary of the club.                     The nomination shall be signed by the proposer and by the nominee. 

          e)    Notice of all persons seeking election to the committee shall be given to all members of the Club with the notice calling the meeting at which the election is                     to take place. 

          f)    The committee may appoint a person to fill a casual vacancy, and such a committee member shall hold office until the next annual general meeting of the                        Club and shall be eligible for election to the committee without nomination. 

 

7.3 Proceedings of committee 
          a)    The committee shall meet together for the dispatch of business at least quarterly. 

          b)    The Club should settle on how often meetings are to be held. 

          c)    Questions arising at any meeting of the committee shall be decided by a majority of votes, and in the event of equality of votes the Chairperson shall have a                     casting vote in addition to a deliberative vote. 

          d)    A quorum for a meeting of the committee shall be one half of the members of the committee. 

          e)    A member of the committee having a direct or indirect pecuniary interest in a contract or proposed contract with the Club must disclose the nature and                           extent of that interest to the committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the                         committee must disclose the nature and extent of his or her interest in the contract at the next Annual General Meeting of the Club. 

 

7.4 Disqualification of Committee Members 
The office of a committee member shall become vacant if a committee member is: 
          a)    Disqualified from being a committee member by the Act 

          b)    Expelled as a member under these rules 

          c)    Permanently incapacitated by ill health 

          d)    Absent without apology from more than four meetings in a financial year 

          e)    No longer the duly appointed representative of a corporate member. 

 

8. The Seal
The seal shall not be used without the express authorisation of the committee, and every use of the seal shall be recorded in the minute book of the Club. The affixing of the seal shall be witnessed by 2 witnesses e.g. the chairperson and the secretary.

9. General Meetings 
9.1 Annual general meetings 
          a)    The committee shall call an Annual General Meeting in accordance with the Act and these rules. 

          b)    The first Annual General Meeting shall be held within 18 months after the incorporation of the Club, and thereafter within five months after the end of its                         financial year. 

          c)    The order of the business at the meeting shall be: 

          d)    The confirmation of the minutes of the previous Annual General Meeting and of any Special General Meeting held since that meeting 

          e)    The consideration of the accounts and reports of the committee and the auditor’s report (if auditor’s report is required) 

          f)    The election of committee members 

          g)    The appointment of auditors (if required - see rule 12.5) 

          h)    Any other business requiring consideration by the association in general meeting. 

 

9.2 Special General Meeting 
          a)    The committee may call a Special General Meeting of the Club at any time. 

          b)    Upon a requisition in writing of not less than 5%, of the total number of members of the Club, the committee shall, within one month of the receipt of the                       requisition, convene a Special General Meeting for the purpose specified in the requisition. 

          c)    Every requisition for a Special General Meeting shall be signed by the relevant members and shall state the purpose of the meeting. 

          d)    If a Special General Meeting is not convened within one month, as required by 9.2b above, the requisitionists, or at least 50% of their number, may convene                   a Special General Meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the committee, and for                       this purpose the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of                         meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Club. 

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9.3 Notice of General Meetings 
          a)    Subject to 9.3b, at least 14 days’ notice of any General Meeting shall be given to members. The notice shall set out where and when the meeting will be                         held, and particulars of the nature and order of the business to be transacted at the meeting. 

          b)    Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting. 

          c)    A notice may be given by the Club to any member by serving the member with the notice personally, electronically, social media, or by sending it by post to                     the address appearing in the Register of Members. (See rule 6.3).

          d)    Where a notice is sent by post: 
                    a)    The service is affected by properly addressing, prepaying and posting a letter or packet containing the notice, and 

                    b)    Unless the contrary is proved, service will be taken to have been affected at the time at which the letter or packet would be delivered in the ordinary                               course of post.

 

9.4 Proceedings at General Meetings 
          a)    Ten members present personally or by proxy shall constitute a quorum for the transaction of business at any General Meeting. 

          b)    If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members                         shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place (unless members are                               otherwise notified of any change to the time or venue) and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for                   the meeting the members present shall form a quorum. 

          c)    If the Chairperson is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires                       from the chair, the members may choose a committee member or one of their own number to be the Chairperson of that meeting. 

 

9.5 Voting at General Meetings 
          a)    Subject to these rules, every member of the Club has only one vote at a meeting of the Club. 

          b)    Subject to these rules, a question for decision at a General Meeting, other than a special resolution, must be determined by a majority of members who vote                   in person or, where proxies are allowed, by proxy, at that meeting. 

          c)    Unless a poll is demanded by at least five members, a question for decision at a General Meeting can be determined by verbal agreement, or if clarification is                   needed by show of hands.

 

9.6 Poll at General Meetings 
          a)    If a poll is demanded by at least five members, it must be conducted in a manner specified by the presiding Chairperson and the result of the poll is the                           resolution of the meeting on that question. 

          b)    A poll demanded for the election of a person presiding as a Chairperson, or on a question of adjournment must be taken immediately, but any other poll may                   be conducted at any time before the close of the meeting. 

 

9.7 Proxies 
A member shall be entitled to appoint in writing a natural person who is also a member of the Club to be their proxy, and attend and vote at any General Meeting of the Club. 

 

10. Minutes 
          a)    Proper minutes of all proceedings of General Meeting of the Club and of meetings of the committee, shall be entered within one month after the relevant                         secure and backed-up meeting folder and /or minute books kept for the purpose. 

          b)    The minutes kept pursuant to this rule must be confirmed by the members of the Club or the members of the committee (as relevant) at a subsequent                           meeting. 

          c)    The minutes kept pursuant to this rule shall be signed by the Chairperson of the meeting at which the proceedings took place or by the Chairperson of the                       next succeeding meeting at which the minutes are confirmed. 

          d)    Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all                                   proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid. 

 

11. Dispute Resolution 
          a)    The dispute resolution procedure set out in this rule applies to disputes under these Rules between:
                    a)    A Cub member and another Club Member
                    b)    A member and the Club
                    c)    Any other relevant parties in dispute, or supporting those in dispute. 

          b)    The parties to the dispute must meet and discuss the matter in dispute calmly and professionally as possible and if possible, resolve the dispute within 14                         days after the dispute comes to the attention of all of the parties. 

          c)    If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person                       agreed to by the parties. 

          d)    In this rule ‘member’ includes any person who was a member not more than six months before the dispute occurred. Section 40 of the Act provides that                         where the committee exercises any power of adjudication in relation to a dispute between the members, or a dispute between itself and members of the                         association, the rules of natural justice must be observed 

Section 61 of the Act provides that an application to the Court for an order under the section may be made by a member of an incorporated association or by a former member expelled from the club (provided that the application is made within six months of the expulsion), who believes that the affairs of the club are being conducted in a manner that is oppressive or unreasonable.

 

12. Financial Reporting 
12.1 Financial year 
The first financial year of the Club shall be the period ending on the next 30 June following incorporation, and thereafter a period of 12 months commencing on 1 July and ending on 30 June of each year. 
Refer to section 3 of the Act for definition of ‘financial year’.

 

12.2 Accounts to be kept 
The club shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the association in accordance with the Act.

 

12.3 Accounts and reports to be laid before members 
The accounts, together with the auditor’s report on the accounts, the committee’s statement and the committee’s report, shall be laid before members at the Annual General Meeting. 
Refer to section 35(6) of the Act.

 

12.4 Annual Returns 
The annual (periodic) return shall be lodged with Consumer and Business Services within six months after the end of each financial year. It must be accompanied by a copy of the accounts, the auditor’s report, the committee’s statement, and the committee’s report. 
Refer to section 36(1) of the Act. 

 

12.5 Appointment of Auditor 
          a)    At each Annual General Meeting, the members shall appoint a person to be auditor of the Club. Refer to sections 35(2)(b) and 35(4) of the Act for                                  qualifications of auditor. 

          b)    The auditor shall hold office until the next Annual General Meeting and is eligible for re-appointment. 

          c)    If an appointment is not made at an Annual General Meeting, the committee shall appoint an auditor for the current financial year. 

 

13. Prohibition against Securing Profits for Members 
The income and capital of the Club shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the association. 
Section 55 of the Act provides a prohibition against securing profits for members. 

 

14. Winding up 

The association may be wound up in the manner provided for in the Act.

 

15. Application of Surplus Assets 
          a)    If after the winding up of the Club there remains ‘surplus assets’ as defined in the Act, such surplus assets shall be distributed to any organisation which has                     similar objects and has rules which prohibit the distribution of its assets and income to its members. 

          b)    The Club may determine to distribute surplus assets to nominated charities. 

          c)    Such organisation or organisations shall be identified and determined by a resolution of members in general meeting. 

Section 43 of the Act prohibits the distribution of surplus assets at the completion of a winding up to members or former members, or associates of those persons.

 

16. Rules 
These rules may be altered (including an alteration to the Club’s name) by special resolution of the members of the Club. This includes revision or replacement by substitute rules. 
The alteration shall be registered with Consumer and Business Services, Corporate Affairs Commission, as required by the Act. 
The registered rules shall bind the Club and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof. 
The Act provides that an alteration to a rule may be made by special resolution of the Club unless other provision is made in the rules. 
Note requirements of Section 24(6) and 24(7) of the Act: Subject to any provision in the rules or a resolution to the contrary, an alteration to the rules comes into force at the time that the alteration is passed. This does not apply to an alteration to the name of the Club which does not come into force until registered by Consumer and Business Services, Corporate Services Commission.