Coffs Harbour Motorcycle Club

Constitution of Coffs Harbour Motorcycle Club Motorcycle Club Incorporated

Table of Contents

Constitution of Coffs Harbour Motorcycle Club Motor Cycle Club Incorporated ................................. 

1 Incorporated Association ........................................................................................................................... 

1 Coffs Harbour Motorcycle Club Motor Cycle Club Incorporated ........................................................... 

1 1 Definitions & interpretation .............................................................................................................. 1

1.1 Defined terms ............................................................................................................................ 1

1.2 Interpretation ............................................................................................................................. 1

• Objects ............................................................................................................................................... 1

2.1 Objects of the Association ........................................................................................................ 1

3 General Competition Rules .............................................................................................................. 1

3.1 Compliance of Members ........................................................................................................... 1

3.2 Compliance of Association ........................................................................................................ 2

4 Membership ....................................................................................................................................... 2

4.1 Membership categories ............................................................................................................. 2

4.2 Qualification .............................................................................................................................. 2

4.3 Nomination for membership ...................................................................................................... 3

4.4 Approval or rejection of nomination .......................................................................................... 3

4.5 Entry onto register of members ................................................................................................. 3

4.6 Membership entitlements are not transferable ......................................................................... 3

4.7 Cessation of membership ......................................................................................................... 3

4.8 Resignation of membership ...................................................................................................... 4

4.9 Recording on register of members............................................................................................ 4

4.10 Register of members ................................................................................................................. 4

4.11 Fees .......................................................................................................................................... 5

4.12 Members liabilities..................................................................................................................... 6

4.13 Resolution of disputes ............................................................................................................... 6

4.14 Disciplining of Members ............................................................................................................ 6

5 The Management Committee ........................................................................................................... 9

5.1 The Management Committee ................................................................................................... 9

5.2 Constitution and membership ................................................................................................... 9

5.3 Election of Members ............................................................................................................... 10

5.4 President ................................................................................................................................. 11

5.5 Secretary ................................................................................................................................. 11

5.6 Treasury Duties ....................................................................................................................... 12

5.7 Casual vacancies .................................................................................................................... 13

5.8 Removal of a Member of the Management Committee or other committees ......................... 13

5.9 Meetings and quorum ............................................................................................................. 14 5.10 Delegation by committee to Sub-Committee .......................................................................... 15

5.11 Voting and decisions ............................................................................................................... 16

6 General meetings ............................................................................................................................ 17

6.1 Holding of Annual General Meetings ...................................................................................... 17 6.2 Annual General Meetings ....................................................................................................... 17 6.3 Special General Meetings ....................................................................................................... 18 6.4 Notice ...................................................................................................................................... 19

6.5 Procedure ................................................................................................................................ 19

6.6 Presiding Member ................................................................................................................... 20 6.7 Adjournment ............................................................................................................................ 20 6.8 Making of decisions ................................................................................................................ 21 6.9 Voting ...................................................................................................................................... 21

6.10 Appointment of proxies ........................................................................................................... 22 6.11 Postal or electronic ballots ...................................................................................................... 22

6.12 Use of technology in General Meetings .................................................................................. 22

7 Miscellaneous .................................................................................................................................. 22

7.1 Delegates ................................................................................................................................ 22

7.2 Assets ..................................................................................................................................... 23

7.3 Confidentiality .......................................................................................................................... 23

7.4 Insurance and Permits ............................................................................................................ 23

7.5 Funds source .......................................................................................................................... 23

7.6 Funds management ................................................................................................................ 24

7.7 Association is non-profit .......................................................................................................... 24

7.8 Distribution of property on winding up of Association ............................................................. 24

7.9 Variation .................................................................................................................................. 25

7.10 Common seal .......................................................................................................................... 25

7.11 Custody of books .................................................................................................................... 25

Except as otherwise provided by this document, all records, books and other documents relating to

the Association must be kept in New South Wales: ............................................................... 25

7.12 Inspection of books ................................................................................................................. 25

7.13 Service of notices .................................................................................................................... 26

Schedule 1: Defined terms and interpretation........................................................................................ 27

Part 1 - Definitions ............................................................................................................................. 27

Part 2 - Interpretational Rules ........................................................................................................... 28

[[PASTING TABLES IS NOT SUPPORTED]] 3.1 Compliance of Members

• Members must comply with the General Competition Rules contained in the Manual of Motorcycle Sport prepared by Motorcycling Australia as amended and updated from time to time (General Competition Rules).
• Members must comply with any permits issued by, and any rules, regulations, decisions and expectations of, Motorcycling Australia and Motorcycling New South Wales.
• Members must comply with any permit issued by local Councils, the Department of Industry – Lands or any other parties that may have an interest in the operation of the Association’s facility.

(4)

3.2 Compliance of Association

• The Association must conduct its operations and activities, at all times, in compliance with the General Competition Rules.
• The Association must manage its Facility in compliance with any permits issued by, and any rules, regulations, decisions and expectations of, the following bodies:
  • Motorcycling Australia.
  • Motorcycling New South Wales.
  • Fédération Internationale de Motocyclisme.
  4 Membership

4.1 Membership categories

Membership of the Association will be in the categories of:

• competitive riders;
• family non-competitive Members; and
• honorary Members as chosen by the Association on their merits for various outstanding achievements, and subject to variation at General Meetings.
4.2 Qualification

A person is qualified to be a Member if the person:

• is a natural person;
• has been nominated for membership in accordance with clause 4.3; and
• has been approved for membership of the Association by the Management Committee.
4.3 Nomination for membership

• A nomination of a person for membership of the Association:
  • must be made by a Member of the Association in writing (including by email or other electronic means, if the Management Committee so determines) in the form determined by the Management Committee; and
  • must be lodged (including by electronic means, if the Management Committee so determines) with the Secretary of the Association.
• After receiving a nomination for membership, the Secretary must as soon as possible refer the nomination to the Management Committee which must determine whether to approve or to reject the nomination.
4.4 Approval or rejection of nomination

• When the Management Committee approves or rejects a nomination for membership, the Secretary must notify the proposed Member of the approval or rejection in writing (including by email or other electronic means, if the Management Committee so determines).
• If the Management Committee approves a nomination, the Secretary must request the nominee to pay the amounts outlined under clause 4.11 within twenty eight (28) days of receiving the notice.
4.5 Entry onto register of members

The Secretary must, on payment by the nominee of the amounts referred to in clause 4.11, enter the nominee's name in the register of members and, upon the name being entered, the nominee becomes a Member of the Association.

4.6 Membership entitlements are not transferable

A right, privilege or obligation which a person has by reason of being a Member of the Association:

• cannot be transferred or transmitted to another person; and
• terminates upon cessation of the person's membership.
4.7 Cessation of membership

A person ceases to be a Member of the Association if the person:

• dies;
• resigns from membership of the Association;
• is expelled from the Association; or
• fails to renew membership of the Association.
4.8 Resignation of membership

Provided the Member has paid all amounts referred to in clause 4.11, they may resign from membership of the Association by:

• first giving notice (being no less than one (1) month or, a shorter period decided by the Management Committee) in writing to the Secretary of the Member's intention to resign; and
• upon the expiration of the period of notice, the Member ceases to be a Member.
4.9 Recording on register of members

Where a person ceases to be a Member, the Secretary must make an appropriate entry in the register of members recording the date on which the Member ceased to be a Member.

4.10 Register of members

• The Secretary must establish and maintain a register of members of the Association (whether in written or electronic form) specifying the name, telephone number, postal and email address of each person who is a Member of the Association together with the date on which the person became a Member.
• The register of members must be kept in New South Wales:
  • at the main premises of the Association, or
  • if the Association has no premises, at the Association’s official address.

Postal - PO Box 1354 Coffs Harbour NSW 2450

Track Address - Phil Hawthorne Drive Coffs Harbour NSW]

• The register of members must be open for inspection, free of charge, by any Member of the association at any reasonable hour.
• If a Member requests that any information contained on the register about the Member (other than the Member’s name) not be available for inspection, that information must not be made available for inspection.
• A Member must not use information about a person obtained from the register to contact or send material to the person, other than for:
  • the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the Association or other material relating to the Association; or
  • any other purpose necessary to comply with a requirement of the Act or the Regulation.
• If the register of members is kept in electronic form:
  • it must be convertible into hard copy, and
  • the requirements in paragraphs (2) and (3) above apply as if a reference to the register of members is a reference to a current hard copy of the register of members.
  4.11 Fees

• A Member of the Association must, on admission to membership, pay to the Association the initial fee in accordance with the Fee Schedule.
• In addition to any amount payable by the Member under paragraph (1), a Member of the Association must pay to the Association the annual membership fee in accordance with the Fee Schedule.
• The Fee Schedule of the Association is not inclusive of fees required to be paid by Members for participation in open rallies and championships. Members engaging in open rallies and championships must abide by the fees and rules set out by the appropriate bodies.
• Membership of the Association for each Member lasts from the date of payment of the annual membership fee to the next Annual General Meeting.
• The annual membership fee is payable:
  • before the first day of the Financial Year of the Association in each calendar year; or
  • if the Member becomes a Member on or after the first day of the Financial Year of the Association in any calendar year:
    • on becoming a Member; and
    • before the first day of the Financial Year of the Association in each succeeding calendar year.
    4.12 Members liabilities

The liability of a Member to contribute towards the payment of

• the debts and liabilities of the Association; or
• the costs, charges and expenses of the winding up of the Association, is limited to the amount, if any, unpaid by the Member in respect of membership of the Association as required by clause 4.11.
4.13 Resolution of disputes

• A dispute between a Member and another Member (in their capacity as Members) of the Association, or a dispute between a Member or Members and the Association, are to be referred to a Community Justice Centre for mediation under the Community Justice Centres Act 1983 (NSW).
• If a dispute is not resolved by mediation within three (3) months of the referral to a Community Justice Centre, the dispute is to be referred to arbitration.
• The Commercial Arbitration Act 2010 (NSW) applies to a dispute referred to

arbitration.

• If a dispute or issue arises between a Member and another Member (in their capacity as Members) of the Association, or a dispute between a Member or Members and the Association, in relation to, or as a result of, a motor cycle racing incident, the dispute is to be dealt with in accordance with the General Competition Rules and the presiding authority appointed or in charge of that particular racing event – being the ‘Race Steward’.
4.14 Disciplining of Members

(1) A complaint may be made to the Management Committee by any person that a Member of the Association:

• has refused or neglected to comply with a provision or provisions of this document; or
• has wilfully acted in a manner prejudicial to the interests of the Association.

• Where the Management Committee is of the belief that a Member of the

Association has satisfied the conduct specified in paragraph (1) it may discipline the Member subject to paragraph (5).

• The Management Committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.
• If the Management Committee decides to deal with the complaint, the Management Committee:
  • must cause notice of the complaint to be served on the Member concerned;
  • must give the member at least fourteen (14) days from the time the notice is served within which to make submissions to the Management Committee in connection with the complaint; and
  • must take into consideration any submissions made by the Member in connection with the complaint.
• In order to discipline a Member the Management Committee must pass a Special Resolution agreeing that the Member should be disciplined and the form that the disciplining should take.
• The powers possessed by the Management Committee to discipline Members are:
  • to require that a Member apologise to the Association or an affected Member;
  • to require the Member to cease to hold any position in the Association other than that of a Member;
  • suspend the Member from membership; and/or (d) to expel the Member from the Association.
• If the Management Committee makes a decision in accordance with paragraph (2), the Secretary must, within seven (7) days after the action is taken, cause written notice to be given to the Member of the action taken, of the reasons given by the Management Committee for having taken that action and of the Member’s right of appeal under paragraph (9)
• The resolution of the Management Committee does not take effect:
  • until the expiration of the period within which the Member is entitled to appeal against the resolution concerned; or
  • if within that period the Member exercises the right of appeal, unless and until the Association confirms the resolution under paragraph (9).
• Where the Management Committee makes a decision under paragraph (2) the decision made can be appealed by the Member being disciplined. The Member shall have the right to appeal to the Association at a General Meeting within seven (7) days after notice of the resolution is served on the Member, by lodging with the Secretary a notice to that effect.
• The notice by the Member may, but need not, be accompanied by a statement of the grounds on which the Member intends to rely for the purposes of the appeal.
• On receipt of a notice from a Member under paragraph (9), the Secretary must notify the Management Committee and is to convene a General Meeting of the Association, in accordance with the ordinary meeting requirement outlined in this document, to be held within twenty eight (28) days after the date on which the Secretary received the notice.
• At a General Meeting of the Association convened under paragraph (11):
  • no business other than the question of the appeal is to be transacted;
  • the Management Committee and the Member must be given the

opportunity to state their respective cases orally or in writing, or both; and

• 
  
  • the Members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
• The appeal is to be determined by a simple majority of votes cast by Members of the Association.

5 The Management Committee 5.1 The Management Committee

• Subject to the Act, the Regulation, this document and any resolution passed by the Association, the governance of the Association is vested in the Management Committee.
• The Management Committee can do the following:
  • Control and manage the affairs of the Association.
  • Exercise all the functions that may be exercised by the Association, other than those functions that are required by this document to be exercised by a General Meeting of Members of the Association.
  • Perform all the acts and do all things that appear to the Management Committee to be necessary or desirable for the proper management of the affairs of the Association.
• The Management Committee must implement and execute a strategic plan for the long-term development and management of the Association. This strategic plan is to be updated prior to each Annual General Meeting and is to be presented to the Members for approval.
5.2 Constitution and membership

• The Management Committee is to consist of the following positions:
  • President

[Current President]

• 
  
  • Current Vice-President.
  • Current Secretary.
  • At least two (2) Ordinary Committee Members.
• [MLG Comment: the wording ‘at least’ allows for more Ordinary Committee] Members require - The total number of Management Committee members is to be at least five (5).
• A Committee Member may hold up to two (2) offices (other than both the offices of President and Vice-President).
• There is no maximum number of consecutive terms for which a Committee Member may hold office.
• All the positions on the Management Committee outlined in paragraph (1) are to be filled by Members who are to be elected by all Members at the Annual General Meeting.
• Each Member of the Management Committee is, subject to this document, to hold office until immediately before the election of Management Committee at the next Annual General Meeting after the Member has been elected to the Management Committee. At that time any Member is eligible for re-election.
• If any of the events outlined in clause 5.7 occur, there is a vacancy on the Management Committee. This vacancy can be filled by the Management Committee appointing a Member to the vacant position. The Member appointed to the Management Committee will only be able to hold office until the next Annual General Meeting at which time elections will be held for all positions on the Management Committee.
5.3 Election of Members

• To be elected to any position on the Management Committee, a Member must be nominated by two (2) other Members of the Association. This nomination must be:
  • in writing and signed by the two (2) Members who are nominating the Member for a position; and
  • be accompanied by a written consent of the nominee (which may be endorsed on the form of the nomination).
• All nominations must be delivered to the Secretary at least seven (7) days before the Annual General Meeting at which elections will be held for positions on the Management Committee.
• If insufficient nominations are received to fill all vacancies on the Management

Committee;

• 
  
  • the candidates nominated are taken to be elected; and
  • further nominations are to be received at the Annual General Meeting.
• If insufficient further nominations are received at the Annual General Meeting:
  • any vacant positions remaining on the Management Committee are taken to be casual vacancies; and
  • can be filled at and in the Management Committees discretion.
• If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
• If the number of nominations received exceeds the number of vacancies to be filled, a vote is to be held. If a vote is held, then it must be by secret ballot and the Member with the most votes for the position will be taken to be elected.
5.4 President

Where considered by the President as appropriate and reasonable to do so, in addition to all other powers and functions associated with this position, the President has the power to appoint third party professionals (including but not limited to lawyers and accountants) to assist with, and provide advice in respect of, the operations and activities of the Association.

5.5 Secretary

• The Secretary of the Association must, as soon as practicable after being appointed as Secretary, lodge notice with the Association of his or her address.
• The Secretary is to perform the following tasks for the Association:
  • Keep minutes (in written or electronic form) of:
    • all appointments to the Management Committee;
    • the names of Members of the Management Committee present at

Management Committee meeting or a General Meeting;

• 
  
  • 
    
    • all proceedings at Committee Meetings and General Meetings.
  • Ensure that minutes of proceedings are signed by the Chair Person of the meeting or by the Chair Person of the next succeeding meeting. The signature of the Chair Person may be transmitted by electronic means for this purpose.
  • Keep a register of Members.
  • Make sure that all Members receive a copy of the record of the information outlined in paragraphs (a) and (b) above; make sure that all Members receive a notice of a meeting in accordance with the provisions of this document.
  • Any other duty conferred on the Secretary either by the Management Committee or the Members at a General Meeting.
  5.6 Treasury Duties

• In accordance with the President’s powers under paragraph 5.4, the President may appoint a third party professional to solely conduct the treasury duties of the Association.
• If the President does not appoint a third party professional to conduct the treasury duties of the Association, the Management Committee must appoint a Member of the Association (which must be a Management Committee Member) to undertake the treasury duties.
• If the President appoints a third-party professional to conduct specific treasury duties only, the Management Association must appoint a Member of the Association (which must be a Management Committee Member) to undertake the remaining treasury duties that are not conducted by the third party professional.
• The following are the treasury duties of the Association:
  • Collect and receive all money due to the Association.
  • Ensure that all payments authorised by the Association are made.
  • Bank all money in the Associations authorised banking account within seven (7) days of receipt.
  • Make sure that correct books and accounts are kept showing the financial affairs of the Association, including full details of all receipts and expenditure connected with the activities of the Association.
  • Be prepared at all times to make the books and accounts available to any Member or at a General Meeting.
  • Pay all debts of the Association.
  • Prepare necessary financial documents for the Annual General Meeting.
  • Under no circumstances dispose of any of the funds of the Association without authorisation of the Management Committee or the Members at a General Meeting.
  • Any other duty conferred either by the Management Committee or the Members at a General Meeting.
  5.7 Casual vacancies

A Casual Vacancy occurs on the Management Committee if the Member of the Management Committee:

• dies;
• ceases to be a Member of the Association;
• is or becomes an insolvent under administration within the meaning of the Corporations Act 2001 (Cth);
• resigns from office by notice in writing given to the Secretary which takes effect immediately upon receipt unless a later date is specified in the notice;
• is absent for two (2) consecutive meetings of the Management Committee;
• is removed from office under clause 5.8;
• becomes a mentally incapacitated person;
• is absent without the consent of the Management Committee from three (3) consecutive meetings of the Management Committee;
• is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than three (3) months; or
• is prohibited from being a director of a company under Part 2D.6 (Disqualification from managing corporations) of the Corporations Act 2001 (Cth).
5.8 Removal of a Member of the Management Committee or other committees

• A Member of the Management Committee or any other committee can be removed from their position on the committee before the expiration of the Member’s term of office if a Member of the Association calls for a vote on this at a General Meeting of all Members.
• In order to remove a Member from any committee a Special Resolution is needed. If this is not obtained, then the Member remains a Member of the committee of which they are a Member.
• The Member subject to the resolution has the opportunity to:
  • make representations in writing to the Secretary or President (not exceeding a reasonable length) and request that the representations be notified to the Members of the Association; or
  • at the General Meeting, speak to the Association to establish why they should not be removed from their position.
• In respect of paragraph (3)(a), the Secretary or the President may:
  • send a copy of the representations to each Member of the Association; or
  • if the representations are not so sent, the Member is entitled to require that the representations be read out at the General Meeting at which the resolution is considered.
• If the Member is removed from their position, a Casual Vacancy occurs and is to be filled at and in accordance with Management Committee’s discretion.
5.9 Meetings and quorum

• The Management Committee must meet:
  • at least once every calendar month; and
  • at any additional time that the President or the Vice President thinks fit provided the adequate notice is given.
• A Special Meeting of the Management Committee must be convened upon a requisition in writing signed by not less than two (2) of the Members of the Management Committee.
• For any meeting of the Management Committee (i.e. for the meetings referred to in paragraphs (1) and (2)) at least fourteen (14) days oral or written notice must be given to all Members of the Management Committee of the time of the meeting and the nature of business that is to be transacted at the meeting.
• The notice period in paragraph (3) can be altered for a particular meeting if every Member of the Management Committee agrees.
• If three (3) Members of the Management Committee are present for a meeting of the Management Committee then the meeting can proceed. If less than three (3) Members are present after thirty (30) minutes of the time set for the meeting then the meeting is to be adjourned for one (1) week. The meeting is to be held on the same day, at the same place and time or to such other day and to such other time and place as the Management Committee may determine. If less than three (3) Members are present at this adjourned meeting, the requirement of quorum can be waived and business conducted by whatever Members are present.
• If less than three (3) Members of the Management Committee are present for a meeting of the Management Committee and that meeting was convened in accordance with paragraph (2) the meeting will lapse.
• At a meeting of the Management Committee:
  • the President or, in the President's absence, the Vice-President is to be the Chair Person of the meeting; or
  • if the President or the Vice President are absent or unwilling to act, then any other Management Committee Member nominated by the President (or in the absence of such nomination the Vice President) will be the Chair Person of that meeting.
• If the President and the Vice-President are absent or unwilling to act and do not nominate another Management Committee Member, one of the remaining members of the Management Committee chosen by the Members present at the meeting is to preside.
• A Management Committee meeting may be held at two (2) or more venues using any technology approved by the Management Committee that gives each of the Management Committee’s Members a reasonable opportunity to participate. A Management Committee Member who participates in a Management Committee meeting using that technology is taken to be present at the meeting and, if the Member votes at the meeting, is taken to have voted in person.
5.10 Delegation by committee to Sub-Committee

• The President or Management Committee has the power to appoint Sub-

Committees with preference of disciplines separated.

• The Management Committee may, by instrument in writing and signed by the President, delegate to one or more Sub-Committee’s the exercise of any of the functions of the Management Committee that are specified in the instrument, other than:
  • the power of delegation; and
  • a function which is a duty imposed on the committee by the Act or by any other law.
• The Sub-Committee will consist of Members of the Association that the Management Committee thinks fit.
• Any function delegated to a Sub-Committee can be exercised by that SubCommittee at any time, subject to the provisions of this document and the instrument, until the Management Committee retracts the delegation in part or in full by instrument in writing
• A delegation may be made subject to any conditions or limitations as to the exercise of any function, or as to time or circumstances, that may be specified in the instrument of delegation.
• At any time the Management Committee can decide to take back the function that it has delegated to the Sub-Committee by instrument in writing When the Management Committee takes back a function of a Sub-Committee, the SubCommittee cannot exercise that function any more.
• Although a power has been delegated to a Sub-Committee, there is no reason (unless the Management Committee decides) that the Management Committee cannot still exercise any function it has delegated to a Sub-Committee.
• Any act or thing done or suffered by a Sub-Committee acting in the exercise of a delegation has the same force and effect as it would have if it had been done or suffered by the Management Committee.
• A Sub-Committee may call meetings at any time that it believes necessary.
5.11 Voting and decisions

• Any matter put for a vote either in the Management Committee or on any other Sub-Committee is to be determined by a majority of the votes of Members of the Management Committee or Sub-Committee present at the meeting.
• All Members of the Management Committee or a Sub-Committee present is entitled to one (1) vote. However, if the vote is tied, then the Chair Person/President will have an extra vote (called the Casting Vote) to decide the matter.
• Any act or thing done or suffered, or purporting to have been done or suffered, by the Management Committee or by a Sub-Committee appointed by the Management Committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any Member of the Management Committee or Sub-Committee.
6 General meetings

6.1 Holding of Annual General Meetings

(1) The Association must hold its Annual General Meetings:

• within six (6) months after the close of the Association’s Financial Year;

or

• within any later time that may be allowed or prescribed under section 37(2)(b) of the Act.
6.2 Annual General Meetings

• The Annual General Meeting of the Association is, subject to the Act and to clause 6.1, to be held at the Associations main premises (or an appropriate venue within the suburb of Coffs Harbour, New South Wales or alternatively within the suburbs of Coffs Harbour, New South Wales) as notified by the Management Committee on such date and time as decided by the Management Committee.
• In addition to any other business which may be transacted at an Annual General Meeting, the business of an Annual General Meeting is to include the following:
  • To confirm the minutes of the last preceding Annual General Meeting and of any Special General Meeting held since that meeting.
  • To receive from the Management Committee reports on the activities of the Association during the last preceding Financial Year,
  • To elect Office Bearers of the Association and Ordinary Committee Members.
  • To receive and consider any financial statement or report required to be submitted to members under the Act.
  6.3 Special General Meetings

• The Management Committee may, whenever it thinks fit, convene a Special General Meeting of the Association.
• The Management Committee must, on the requisition of at least five percent (5%) of the total number of Members, convene a Special General Meeting of the Association.
• A requisition by Members for a Special General Meeting in accordance with paragraph (2):
  • must be in writing;
  • must state the purpose or purposes of the meeting;
  • must be signed by the Members making the requisition;
  • must be lodged with the Secretary; and
  • may consist of several documents in a similar form, each signed by one or more of the Members making the requisition.
• For the purposes of paragraph (3), a requisition may be in electronic form and a signature may be transmitted, and a requisition may be lodged, by electronic means.
• If the Management Committee fails to convene a Special General Meeting to be held within one (1) month after that date on which a requisition of Members for the meeting is lodged with the Secretary, any one (1) or more of the Members who made the requisition may convene a Special General Meeting to be held not later than three (3) months after that date.
• A Special General Meeting convened by a Member or Members as referred to in paragraph (5) must be convened as nearly as is practicable in the same manner as General Meetings are convened by the Management Committee.
6.4 Notice

• Except if the nature of the business proposed to be dealt with at a General Meeting requires a Special Resolution of the Association, the Secretary must, at least sevens (7) days before the date fixed for the holding of the meeting, give written notice (or notice by such other means as the Member might suggest to the Secretary) to each Member specifying the place (which must be in accordance with clause 6.2(1) as if it were an Annual General Meeting), date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
• An Annual General Meeting must be specified as that type of meeting in the notice convening it.
• If the nature of the business proposed to be dealt with at a General Meeting requires a Special Resolution of the Association, the Secretary must, at least seven (7) days before the date fixed for the holding of the meeting, cause written notice to be given to each Member specifying, in addition to the matters required under paragraph (1), the intention to propose the resolution as a Special Resolution.
• No business other than that specified in the notice convening a General Meeting is to be transacted at the meeting except, in the case of an Annual General Meeting, business which may be transacted under clause 6.2(2).
• A Member desiring to bring any business before a Special General Meeting may give notice in writing of that business to the Secretary who must include that business in the next notice calling a General Meeting given after receipt of the notice from the Member.
6.5 Procedure

• No item of business is to be transacted at a General Meeting or Special General Meeting unless a quorum of Members entitled under this document to vote is present during the time the meeting is considering that item.
• Five (5) members present constitute a quorum for the transaction of the business of a General Meeting or Special General Meeting.
• At a Special General Meeting requisitioned by Members, all Members requisitioning the meeting must be present. If all Members requisitioning the

meeting are not present after thirty (30) minutes of the time set for the meeting, the meeting is lapsed.

• If five (5) Members are present for a General Meeting or a Special General Meeting then the meeting can proceed, if less than five (5) Members are present after thirty (30) minutes of the time set for the meeting then the meeting is to be adjourned for one (1) week. The meeting is to be held on the same time, day and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to Members given before the day to which the meeting is adjourned) at the same place.
• If at the adjourned meeting a quorum is not present after thirty (30) minutes of the time set for the meeting, the Members present (being at least three (3)) are to constitute a quorum.
6.6 Presiding Member

• The President or, in the President's absence, the Vice-President, is to preside as Chair Person at each General Meeting of the Association. If the President and the Vice-President are absent or unwilling to act, then the President (or failing such nomination) the Vice-President, may nominate a Member to chair the meeting.
• If the President and the Vice-President are absent or unwilling to act and do not nominate a Member to chair the meeting, the Members present must elect one of their number to preside as Chair Person at the meeting.
6.7 Adjournment

• The Chair Person may, with the consent of the majority of Members present at a meeting, adjourn the meeting from time to time and place to place.
• Only the business left unfinished at the meeting which was adjourned can be transacted at the adjourned meeting.
• Where a meeting is adjourned for fourteen (14) days or more, the Secretary must give written or oral notice of the adjourned meeting to each Member of the Association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
6.8 Making of decisions

• A question at a General Meeting is to be decided by a show of hands (or any appropriate correspondent methods that the Management Committee may determine if the meeting is one to which clause 6.12 is to apply) by all Members present at the General Meeting.
• A declaration by the Chair Person [President] that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
• At a General Meeting any three (3) or more Members present or the Chair Person can request a poll instead of a show of hands. The poll is to be taken in the following manner:
  • immediately upon its request; and
  • each Member present is to announce whether they support or disapprove or abstain from supporting or disapproving of the question for which the poll has been called.
• At a General Meeting any three (3) or more Members present or the Chair Person can demand a written ballot. The ballot is to be conducted in accordance with the directions of the Chair Person
6.9 Voting

• At any meeting a Member is entitled to one (1) vote only (except for where the Chair Person exercises a Casting Vote).
• All votes must be given personally or by proxy but no Member may hold more than five (5) proxies.
• In the case of an equality of votes on a question at a General Meeting, the Chair Person of the meeting is entitled to exercise a second or Casting Vote.
• A Member is not entitled to vote at any General Meeting of the Association unless all money due and payable by the Member to the Association in accordance with clause 4.11 has been paid.
• A Member is not entitled to vote at any General Meeting of the Association if the Member is under eighteen (18) years of age.
6.10 Appointment of proxies

• Each Member is to be entitled to appoint another Member as proxy by notice given to the Secretary no later than twenty-four (24) hours before the time of the meeting in respect of which the proxy is appointed.
• The notice appointing the proxy must be in writing and indicate the name of the Member who is appointing a proxy, the name of the proxy appointed and be signed by the Member.
6.11 Postal or electronic ballots

• The Association may hold a postal or electronic ballot (as the Management Committee determines) to determine any issue or proposal.
• A postal or electronic ballot is to be conducted in accordance with Schedule 3 of the Regulation.
6.12 Use of technology in General Meetings

• A General Meeting may be held at two (2) or more venues using any technology approved by the Management Committee that gives each of the Association’s Members a reasonable opportunity to participate.
• A Member of the Association who participates in a General Meeting using that technology is taken to be present at the meeting and, if the Member votes at the meeting, is taken to have voted in person.
7 Miscellaneous

7.1 Delegates

• The President may appoint Members of the Association, from time to time, to act as delegates for the Association at meetings or events with Motorcycling New South Wales and any other external bodies.
• The delegate Members represent, act and can vote on behalf of the Association at these events and are free to act and vote on their own accord and what they perceive to be in the best interests of the Association.
• If a delegate Member fails to attend two (2) consecutive meetings or events with Motorcycling New South Wales and any other external bodies, then unless otherwise specified by the President, their entitlement to act as a delegate Member will cease immediately.
7.2 Assets

All assets owned by the Association are for the use of Members in their capacity as Members of the Association and must not be used by Members in any way that conflicts with a Members rights, duties and obligations under this document, unless otherwise permitted in writing by the President.

7.3 Confidentiality

The Members must not disclose to third parties any matters relating to the activities and operations of the Association (including matters which are raised at any meeting of the Association) except where:

• the Association expressly authorises such disclosure;
• such information at the time of disclosure, is within the public domain; or
• such disclosure is required by law or any order of any court, tribunal, authority, regulatory body or the rules of any securities exchange (whether in Australia or elsewhere) to be disclosed and the Member(s) ensure that information is disclosed only to the extent required.
7.4 Insurance and Permits

• The Association may effect and maintain insurance.
• The Association must apply for, obtain and maintain all appropriate permits from Motorcycling Australia and/or Motorcycling New South Wales that are required to carry out its operations and activities.
7.5 Funds source

• The funds of the Association are to be derived from entrance fees and annual subscriptions of Members, donations, and such other sources as the Management Committee determines and passed by resolution by the Association in General Meeting.
• All money received by the Association must be deposited as soon as practicable and without deduction to the credit of the Association's bank or other authorised deposit-taking institution account.
• An authorised person of the Association must, as soon as practicable after receiving any money, issue an appropriate receipt.
7.6 Funds management

• Subject to any resolution passed by the Association in General Meeting, the funds of the Association are to be used solely in pursuance of the objects of the Association in the manner that the Management Committee determines.
• All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any two (2) Members of the Management Committee.
• Unless approval is obtained from the President permitting a certain transaction above the capped amount, any transactions conducted on behalf of the Association by way of debit or credit cards are to be authorised by one (1) Member of the Management Committee with any one (1) transaction capped at one thousand dollars ($1,000.00),. [
• Subject to approval being obtained from the President, any electronic transfer of funds on behalf of the Association must be conducted and authorised by one (1) Member of the Management Committee.
7.7 Association is non-profit

Subject to the Act and the Regulation, the Association must apply its funds and assets solely in pursuance of the objects of the Association and must not conduct its affairs so as to provide a pecuniary gain for any of its Members.

7.8 Distribution of property on winding up of Association

• Subject to the Act and the Regulation, in a winding up of the Association, any surplus property of the Association is to be transferred to another organisation with similar objects and which is not carried on for the profit or gain of its individual members.
• A reference to the surplus property of an Association is a reference to that property of the Association remaining after satisfaction of the debts and liabilities

of the Association and the costs, charges and expenses of the winding up of the Association.

7.9 Variation

The statement of objects and the provisions of this document may be altered, rescinded or added to only by a Special Resolution of the Association.

7.10 Common seal

• The Common Seal of the Association must be kept in the custody of the Secretary.
• The Common Seal must not be affixed to any document without the authority of the Management Committee and the affixing of the Common Seal must be attested by the signatures either of two (2) Members of the Management Committee or of one (1) Member of the Management Committee and the Secretary.
7.11 Custody of books

Except as otherwise provided by this document, all records, books and other documents relating to the Association must be kept in New South Wales:

• at the main premises of the Association, in the custody of the Secretary; or
• if the Association has no premises, at the Association’s official address, in the custody of the Secretary.
7.12 Inspection of books

• The following documents must be open to inspection, free of charge, by a Member of the Association at any reasonable hour:
  • Records, books and other financial documents of the association.
  • This document.
  • Minutes of all Management Committee meetings and General Meetings of the Association.
• A Member of the Association may obtain a copy of any of the documents referred to in paragraph (1) on payment of a fee of not more than one (1) dollar for each page copied.
• Despite paragraphs (1) and (2) the Management Committee may refuse to permit a Member of the Association to inspect or obtain a copy of records of the Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association as determined by the Management Committee as its absolute discretion.
7.13 Service of notices

• For the purpose of this document, a notice may be served on or given to a person:
  • by delivering it to the person personally;
  • by sending it by pre-paid post to the address of the person; and
  • by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.
• For the purpose of this document, a notice is taken, unless the contrary is proved, to have been given or served:
  • in the case of a notice given or served personally, on the date on which it is received by the addressee;
  • in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post; and
  • in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.