HILLMAN CAR CLUB
OF
THE CONSTITUTION AND RULES
APRIL 2011
THE
CONSTITUTION AND RULES
of the
HILLMAN CAR
CLUB OF
INCORPORATED
NAME
1. The Club shall be called the Hillman
Car Club of South Australia Incorporated.
INTERPRETATION
2. In these rules unless the contrary
intention appears:
"Club" means the Hillman Car Club of South
Australia Incorporated.
"Meeting" means a general meeting of
members of the Club convened in accordance with these rules;
"Committee" means the Executive Committee;
"Member" means an ordinary member of the
Club;
"Act" means the Associations Incorporation Act 1985 (as
amended).
OBJECTS
3. (i) To
promote and encourage the preservation of Hillman motor cars and derivatives thereof
(as determined by membership from time to time) and
to provide Conditional Registration to those members whose cars qualify.
(ii) To accept members’ vehicles, other than
Hillmans, for Conditional Registration at the discretion of the Committee, provided
that at all times there are more Hillmans than the total of all other makes
combined, on the club’s register of conditionally registered vehicles.
(iii) To promote and hold meetings and social events.
POWERS
4. The Club shall have all the powers conferred by Section 25
of the Act save and except such modifications and exclusions as are specified
in this rule.
MEMBERSHIP
5. CRITERIA FOR MEMBERSHIP
(i) An applicant must be able to reasonably
demonstrate that they are interested in the restoration and/or preservation of
motor vehicles, and be at least 18 years old.
(ii) An applicant is expected to positively
assist in maintaining a friendly and supportive environment and promoting
fellowship within the club.
CLASSES OF MEMBERSHIP
(iii) Ordinary membership the holders whereof shall enjoy full
membership with all its rights and privileges including the right to vote and
eligibility for election to any office in the Club.
(iv) Family membership of the Club shall consist of a married or
defacto couple. Each person shall enjoy
full membership with all its rights and privileges including the right to vote
and eligibility for election to any office in the Club.
RESIGNATIONS
(v) A member of the Club may terminate
membership at any time on giving written notice of such intention to the
Committee.
REGISTER OF MEMBERS
6. The Secretary or such other designated Committee person shall
maintain a register of the names and addresses of members.
PRIVACY
(i) As a general rule, details of club members
will be given to other members who seek such information.
(ii) Any member not wishing his/her
details being conveyed to others will advise the Secretary in writing
accordingly. Any such request submitted
to the Secretary shall not come into force until a written acknowledgement has
been issued by the Secretary.
EXPULSIONS
7. In the case the conduct of any member shall, in the opinion
of the Committee, be injurious to the character or interest of the Club or its
members, the Secretary shall call a meeting of the Committee to consider the
conduct of such member, and shall invite him/her to attend such meeting, so
that he/she will have the opportunity of explaining such conduct or withdrawing
from the Club. If a majority of the
Committee vote for his/her expulsion, the member shall be expelled. Any member so expelled shall have the right
to appeal to the next meeting when a majority of those present and voting shall
be required to confirm the expulsion. If
the expulsion be not confirmed the member shall be reinstated forthwith.
SUBSCRIPTIONS
8. (i) The
annual subscriptions for the various types of
membership shall be set from time to time by the Committee.
(ii) Subscriptions
fall due on July 1 for ensuing year.
(iii) Any new member who joins up to and including December 31 in any
year shall pay the full subscription.
Any new member who joins after December 31 shall pay one half of the
subscription.
(iv) A
new member shall be a person who has not been a member during the preceding
year.
(v) Any
member whose subscription is outstanding for more than two months shall cease
to be a member of the club, provided always that the Committee may reinstate
such person’s
membership on such terms as it sees fit.
(vi) No refund of the annual subscription in whole
or part, will be made to a member whose membership has been discontinued.
ENTRANCE FEE
9. An entrance fee for new members may be set from time to time
by the Committee.
CONDITIONAL
REGISTRATION SCHEME FOR HISTORIC AND PRESCRIBED
10. (i) A member may apply for registration (of an
appropriate vehicle) under the above scheme
after having completed a minimum of three (3) months membership of the
club and having attended a minimum three (3) meetings or functions, runs etc.
(ii) Conditions of the above scheme will apply
in all cases.
(iii) Upon renewing membership it is required that
members present their conditionally registered vehicle for inspection by a
nominated club official. Log book and
registration papers to be sighted. Failure to comply may result in forfeiture of
conditional registration.
THE COMMITTEE
11. (i) The
control and management of the Club shall be vested in the hands of the
Committee elected at the Annual General Meeting, subject always to this
constitution and any directions given by a meeting.
(ii) The
Committee shall have the power to appoint such officers and employees as are
required to carry out the objects of the Club and may discuss or delegate any
of its powers to such officers and employees.
(iii) A quorum for a committee shall consist of Three (3) members of
which two (2) must be office bearers.
(iv) The
Committee shall be comprised of at least a President, Secretary, Treasurer, and
may include a Vice President, Membership Officer, Parts Officer, Social Events
Officer, Minutes Secretary, Risk Management Officer,
News Letter Editor, Conditional Registration Officer and committee
members, as determined from time to time by the Committee.
(v) The
Committee shall consist of a minimum of three (3) and a maximum of ten (10)
members.
(vi) The
Committee may appoint a member to fill a casual vacancy, and such committee
member shall hold office until the next election of committee members.
(vii) The first committee of the Club shall be comprised of such persons
as hold office prior to incorporation and shall hold office until the next
Annual General Meeting or Special General Meeting if called for election of committee.
(viii) At the commencement of the Annual General Meeting all committee
positions shall be declared vacant by the Chairperson.
(ix) Nominations
for committee positions may be submitted verbally or in writing.
SUB-COMMITTEES
12. The Committee may appoint sub-committees under the direction
and control of the Committee and may confer on such sub-committees such
authority and powers as shall from time to time be deemed necessary.
DISQUALIFICATION OF
COMMITTEE/SUB-COMMITTEES MEMBERS
13. The office of committee/sub-committee member shall become
vacant if a committee/sub-committee member is:
(i) disqualified by the Act;
(ii) expelled under these rules;
(iii) absent without apology for three consecutive meetings. The Committee may reinstate such person at
their discretion upon appeal.
MEETINGS
14. (i) There
shall be at least five (5) committee meetings
and eight (8) general meetings held in a twelve (12) month period ending
December 31. Sub-committee meetings
shall be held as required or as directed by the Committee.
(ii) The
Annual General Meeting shall be held within two (2) months of the end of the
financial year of the Club. The Annual
General Meeting may replace a General Meeting or be held immediately after the
close of a General Meeting.
(iii) A Special General Meeting may be called at any time by the
committee or a group greater than 25% of the members requesting same in writing
to the Committee. On receipt of such
request the Committee shall be compelled to call such meeting within one month
of receipt of the request. At least
seven (7) days notice in writing shall be given to members posted by ordinary
mail to their last known address or to their last
known email address.
(iv) At
the Annual General Meeting the President shall call on any ordinary or family member to chair the meeting for elections and
if no member accepts the chair the President shall chair the meeting.
(v) A
committee member having a pecuniary interest in contract with the Club must
disclose that interest to the Committee as required by the Act, and shall not
vote with respect to that contract unless consented to by all members of the
Committee present.
(vi) A
notice may be given by the Club to any member by serving the member with the
notice personally, or by sending it by ordinary prepaid mail to the address
appearing in the Register of Members.
(vii) 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.
PROCEEDINGS AT MEETINGS
15. (i) The
quorum at a meeting for voting purposes only shall be greater than one fifth of
the current membership and if this requirement is not achieved any motion shall
be adjourned to the next general meeting or a special general meeting when the
members present in person shall constitute a quorum. In this instance at least seven (7) days notice
in writing of the next meeting shall be given to members posted by ordinary
mail to their last known address or to their last
known email address.
(ii) The
President of the Club shall be Chairperson, in his/her absence the
Vice-President, and in his/her absence a committee member or an ordinary member
chosen by the members.
(iii) At any meeting a resolution put to a vote shall be decided on a
show of hands and declaration by the Chairperson that a resolution has been
carried or lost shall, unless a poll is demanded by inconclusive evidence of
the fact, be recorded in favour of or against the resolution.
(iv) The
quorum at any Annual General Meeting shall be the number of members in
attendance. At least thirty (30) days
notice shall be given in writing posted by ordinary mail to the members last
known address or to their last known email address.
POLL AT GENERAL
MEETINGS
16. (i) If a poll is demanded by at least five
members it must be conducted in a manner specified by the person presiding and
the result of the poll is the resolution of the meeting on that question.
(ii) A poll demanded for the election of a
person presiding 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.
SPECIAL AND
ORDINARY RESOLUTIONS
17. (i) A special resolution is a special
resolution as defined in the Act.
(ii) An ordinary resolution is a resolution
passed by a simple majority at a general meeting.
MINUTES
18. Proper minutes of all proceedings of meetings of the Club and
of committee/sub-committee meetings shall be kept and signed by the Chairperson
of the relevant meeting as evidence that the meeting was convened and duly
held, and that all proceedings and appointments made at such meetings shall be
deemed to be valid. Minutes of
sub-committee meetings shall be forwarded to the Secretary within fourteen days
of the said meeting but no later than two days before a scheduled Committee
Meeting
VOTING RIGHTS
19. (i) Each
member present in person shall be entitled to one vote.
(ii) The
Chairperson of the meeting shall have a casting vote only.
(iii) No proxies shall be allowed at any annual general or general
meetings.
FINANCIAL YEAR
20. The financial year of the Club shall end on 30 June.
FINANCES
21. (i) Subject
to Section 53 of the Act the Club may invite and accept deposits of money from
any person or entity on such terms and conditions as may be determined by the
Committee from time to time.
(ii) Any
withdrawal on behalf of the Club shall be attested to by any two of the
President, Secretary and Treasurer, provided they are not related or joined in
any profit making venture. If this
occurs another committee member shall become a signatory.
(iia) If deemed necessary and with the approval of members at a
General/Annual General or Special General Meeting a separate bank account(s)
may be set up to control the finances of specific event(s) or circumstance(s)
under the control of a Sub-Committee(s).
Any withdrawal on behalf of the Club from these separate account(s)
shall be attested to by two members of the Sub-Committee who have been
appointed as signatories by members at a General/Annual General/Special General
Meeting provided they are not related or joined in any profit making
venture. If this occurs another
committee member shall become a signatory.
(iii) All cheques, Bills of Exchange, withdrawal forms, money orders,
and postal notes requiring endorsement shall be endorsed by the President,
Secretary, or Treasurer.
(iv) The
Committee shall have ultimate control of all of the monies and assets of the
Club.
ACCOUNTS
22. (i) All
monies received by or on behalf of the Club shall be paid into the Club's bank
account(s) within twenty eight (28) days of
receipt.
(ii) The
Club shall keep such accounting records as are necessary to correctly record
and explain the financial transactions and financial position of the Club.
(iii) All accounting records shall be audited and an annual report presented to the Annual General
Meeting.
(iv) A
report detailing the financial position of the Club shall be presented at each
general meeting.
RULES
23. This constitution may only be altered with the consent of
three fourths of the members present and voting at the Annual General Meeting
or a Special General Meeting called for the purpose.
SEAL
24. (i) The
Secretary or such other committee member shall hold the common seal of the Club
upon which its corporate name shall appear in legible characters.
(ii) The
seal shall not be used without the express authorisation of the Committee and
the affixing of the seal shall be witnessed by the President and Secretary or
by either the President or Secretary and one other committee member.
DISSOLUTION
25. (i) The
Club may be wound up in the manner provided for in the Act.
(ii) Any
surplus assets of the Club are to be donated to a motoring association having
similar objectives to the Club or as decided at an Annual General, General, or
Special General Meeting and which shall prohibit the distribution of property
and income to members.
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This
Constitution (as above) was amended at a Special General Meeting held
on
6th
April 2011