CONSTITUTION OF THE ALFA ROMEO OWNERS CLUB OF AUSTRALIA (S.A. DIVISION) INCORPORATED
NAME AND HEADQUARTERS
1. The name of the Club shall be “Alfa Romeo Owners Club of Australia (S.A. Division) Incorporated”.
The address of the Club shall be that of the duly appointed public officer.
2. The objects of the Club shall be:
(a) To promote the highest standards of courtesy and safety on the roads.
(b) To promote enjoyment and sharing of goodwill and fellowship amongst Alfa Romeo owners.
(c) To arrange and provide social activities for the members.
(d) To promote interest in the marque and the maintenance of the highest standards of operation and performance of members’ cars by sharing and exchanging information.
(e) To encourage the participation of members in all forms of motor sport and to co-operate with similar clubs throughout Australia and the World.
(f) To purchase, hire, make or provide and maintain all kinds of vehicles, furniture, implements, tools, machinery, books, papers, periodicals and stationery and all other things required or which may be deemed necessary or convenient for any of the purposes of the Club.
(g) To purchase, take on lease, or exchange, hire or otherwise acquire, any real and personal property which may be deemed necessary or convenient for any of the purposes of the Club.
(h) To construct, maintain or alter any buildings or works necessary or convenient for any of the purposes of the Club.
(i) To take any gift of property whether subject to any special trust or not for any one or more of the objects of the Club.
(j) To borrow, raise or secure the payment of money in such manner as the Club shall think fit and in particular by the issue of bonds, bills of exchange, promissory notes, securities, mortgages or debentures charged upon all or any part of the Club’s property and to purchase, redeem or pay off any such securities.
(k) To invest any money of the Club not immediately required for any of its objects in such manner as may from time to time be determined.
(l) To hire and employ managers, secretaries, clerks and workmen and to pay them and other persons for services rendered to the Club, salaries, wages and gratuities.
(m) To make, draw, accept, endorse, execute and issue bills of exchange, debenture and other negotiable or transferable instruments.
(n) To take such steps by personal or written appeals public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Club whether by way of donations, sponsorships, subscriptions or otherwise.
(o) To do all such lawful things as the Club may from time to time think incidental or conducive to the attainment of the objects of the Club or any of them.
3. The income and property of the Club whencesoever derived shall be applied solely towards the promotion of the objects of the Club as set forth in this constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or otherwise howsoever by way of profit to the members of the Club. Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Club or any other person whether a member of the Club or not for the carrying out or giving effect to any of the objects comprised or referred to in Clause 2 hereof.
4. There shall be five types of membership namely: –
(1) Full membership which shall be available only to owners of Alfa Romeo vehicles or to persons who regularly drive an Alfa Romeo. Such membership may continue to the end of the current financial year if the member ceases to own an Alfa Romeo.
(2) Family membership which shall be available to persons who are members of the family or partners of a Full member, and who are resident at the same address as that member.
(3) Associate membership which shall be available to non-owners of Alfa Romeo vehicles.
(4) Honorary membership which shall be available to any persons who have been recommended by the Committee.
(5) Life membership which shall be available only to members who have been a member for at least fifteen years, have served on the committee for a minimum of five years, have rendered special service to the Club and have been recommended by the Committee.
5.(a) The Committee shall consider, and approve or reject, each application for full, family or associate membership. The committee may cancel any membership.
(b) The Committee may recommend any person as aforesaid for honorary membership for a specified period. Such membership shall be approved or rejected by any general or special meeting of members.
(c) The Committee may recommend any member as aforesaid for life membership. Such membership must be approved by no less than 4/5ths of members present at an Annual General Meeting.
6. New members whether full, family or associate shall be liable for a joining fee. The joining fee shall be due and payable on a date ten days after the date on which the new member is notified of the acceptance of his application and shall be such an amount as the Club may from time to time determine at any Special General Meeting or Annual General Meeting. A joining fee shall not be greater than the annual subscription.
7. All members other than life or honorary members shall be liable to pay an annual subscription. The Club may at a Special General Meeting or any Annual General Meeting determine the amount of the annual subscription for the current year. Any subscription so fixed shall become due and payable on a date 10 days after the meeting. In the case of a new member the first annual subscription shall become due and payable on a date 10 days after the date on which the new member is notified of the acceptance of his application.
8. Any member who shall fail to pay his joining fee and/or annual subscription within two months of the same becoming due may be expelled from membership of the Club.
9. The Management of the Club shall be vested in the Committee which shall be composed of: –
(2) Vice President
Only Full Members, Family members, or Life Members who are eligible for Full or Family Membership, may hold the above four positions.
(5) Competition Secretary
(6) Social Secretary
(7) Club Captain
(8) Immediate Past President who shall be the last preceding President of the Club willing to hold the office and who shall hold office only during the term of office of the current President and who will not be elected but who after each Annual General Meeting shall be invited to assume a position on the Committee by a simple majority of the elected members of the Committee. Upon acceptance of the said invitation the Immediate Past President shall have the voting and other rights of other non-Presidential Committee members.
The Committee shall meet as it sees fit to transact the business of the Club. Four members of the Committee shall form a quorum. The President or in his absence some other member of the Committee shall take the chair at all meetings. All questions shall be decided by a simple majority of votes. In the case of equality of votes the President shall have a second or casting vote. Proper Minutes shall be kept of the proceedings of the meeting and shall be confirmed at the next or subsequent meeting.
10. All cheques drawn on the Club’s bank account shall be signed by any two of the President, Vice President, Secretary, Treasurer and Social Secretary. The Club’s finance shall be under the management and control of the Committee.
11. (1) The Committee shall have the power to make arrangements for all outings and meetings.
(2) The Committee shall have the power to deal with any protest, appeal dispute or other complaint arising from or pertaining to any Club function, meeting or other Club-related matter except where the protest, appeal, dispute or other complaint by virtue of the C.A.M.S. National Competition Rules is to be determined by C.A.M.S. or a tribunal appointed by C.A.M.S. or the stewards of the meeting.
12. At the Annual General Meeting of the Club all members of the Committee shall retire but shall be eligible for re-election. Any two members may propose a member as a candidate for the Committee from the floor of the meeting.
13. Should any office bearer resign or a vacancy occur, the vacancy may be temporarily filled by a vote of the Committee pending the next General Meeting or a Special Meeting may be called to fill the vacancy. Should the President or Vice President or Secretary or Treasurer lose his eligibility to be a full or family member he may continue in office until either a Special Meeting or the next Annual General Meeting.
14. If any office bearer is absent for more than three consecutive meetings without leave, that member is liable to removal from office by vote of the remainder of the Committee. Acceptance of any apology shall be deemed a grant of such leave.
15. Financial full, and family members and life members have one vote on any motion. Honorary and associate members have no voting rights. Voting at an Annual General or General or Special Meeting of members shall be by show of hands but when demanded by 25% or more of members by secret ballot. Proxy votes must be in writing.
FINANCIAL YEAR AND ACCOUNTS
16. The financial year of the Club shall end on the 30th day of June in each year to which date the accounts of the Club shall be balanced. After the end of the financial year and before the Annual General Meeting the accounts of the Club shall be audited by an Auditor appointed at the preceding Annual General Meeting. Any vacancy in the office of the Auditor may be filled by the Committee.
17. The Treasurer shall receive all moneys for the Club issue receipts for the same and account to the Committee for expenditure. All accounts shall be presented to the Committee prior to payment. All payments shall be recorded.
18. The Committee shall within fourteen (14) days after the incorporation of the Club appoint a Public Officer of the Club and shall when that office at any time becomes vacant within fourteen (14) days after it becomes vacant fill up the vacancy.
The Public Officer of the Club need not be a member of the Club and may be appointed for such term and upon such conditions as the Committee shall think fit. The Public Officer shall be a person resident in the state of South Australia.
The office of the Public Officer shall become vacant if the person holding the office:
(ii) becomes bankrupt, applies to take benefit of a law for the relief of bankrupt or insolvent debtors or compounds with his creditor;
(iii) becomes of unsound mind;
(iv) resigns his office by writing under his hand addressed to the Committee of the Club, giving three months notice of his intention;
(v) if his tenure of office is terminated by the effluxion of time pursuant to his agreement with the Club;
(vi) if his appointment is terminated by the Committee.
The duties of the Public Officer shall be those defined by the provisions of the Associations Incorporation Act 1956 as amended relating to the office of Public Officer.
ANNUAL GENERAL MEETING
19. The Annual General Meeting of the Club shall be held no later that the 31st day of August in each year and otherwise upon a date and at a time and place to be fixed by the Committee for the following purposes: –
(a) To receive from the Committee a report and the statement of accounts and balance sheet for the preceding financial year.
(b) To fill the vacancies in the Committee of the Club and to appoint an Auditor for the ensuing year.
(c) To decide on any resolution which may be duly submitted to the Meeting as hereinafter provided.
(d) To do or decide any other act or thing provided in these Rules to be done or decided by the Club in General Meeting.
SPECIAL GENERAL MEETING
20. The Committee may at any time for any special purpose call a Special General Meeting and the Committee shall do so forthwith upon the requisition in writing from any ten members stating the purpose for which the meeting is required.
21. General Meetings shall be held monthly. The quorum at all General Meetings, Special General Meetings and Annual General Meetings shall be not less than 15% of the financial members of the Club.
NOTICE OF ANNUAL GENERAL MEETING
22. All members shall be notified of the agenda, date, time and place of the Annual General Meeting not less than fourteen days before the date of such meeting.
23. The interpretation and application of the Constitution shall be vested in the Committee whose decision thereon and on all other matters affecting the Club not provided for by the Constitution shall be final and binding on each member of the Club and it shall not be incumbent upon the Committee before arriving at such decision to give notice to any member or to hold any formal or informal hearing or to hear or take any evidence or statements from any member. In the construction of the Constitution words importing or signifying males only shall extend to and include females and the singular shall include the plural and vice versa.
AMENDMENT OF CONSTITUTION
24. The Constitution may be added to repealed or amended at any Annual General Meeting or at any Special General Meeting at which notice of such intention has been given to members at least fourteen days before the meeting. A resolution for such purpose shall require a majority of at least two-thirds of the members voting thereon.
INDEMNITY OF OFFICERS
25. No member of the Committee auditor secretary or other officer of the Club and no member of the Club shall be liable for the acts, receipts, neglects or defaults of any other member or officer of the Club or Committee or for joining in any receipts or other act of conformity or for loss or expense happening to the Club through the insufficiency or deficiency of title to any property acquired by or on behalf of the Club or for the insufficiency or deficiency of any security in or upon which any of the monies shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any monies securities or effects shall be deposited or for any loss or error in judgement, omission, default or oversight on his own part or any other loss, damage or misfortune whatever which shall happen in relation to the execution of the duties of his office or in relation thereto unless the same happens through his willful default or neglect.
26. A member may retire from membership at any time by giving notice to the Secretary. Any member who resigns through his own volition or whose membership is cancelled will not be entitled to participate in any Club activities.
BREACHES OF CONDUCT
27. Any member found guilty after due enquiry of conduct or action prejudicial to the best interests of the Club shall be dealt with by the Committee or, if necessary, referred to a Special Meeting of the Club members.
28. The Club shall have a Seal which shall be in the custody of the Committee. The Seal shall not be affixed to any instrument except by authority of a resolution of the Committee and in the presence of any two of the President, the Vice President, the Secretary and the Treasurer and the witnesses as aforesaid shall sign every instrument to which the Seal is so affixed in their presence.
29. The Club shall not be dissolved without the consent of 4/5ths of the financial members present at a Special Meeting called for the purpose. Notice in writing must be sent to the members at their last known address fourteen clear days prior to such meeting.
30. If upon the winding up or dissolution of the Club there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed amongst the members of the Club but shall be given or transferred to such one or more Clubs, associations, societies or institutions or companies whose objects are similar to the objects of the Club and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great at is imposed on this Club under or by virtue of this Clause or if and so far as effect cannot be given to the aforesaid provision within a period of one year then to some charitable objects.