The Constitution of The Cafe Racer Club of South Australia Inc
The name of the association shall be ‘THE CAFÉ RACER CLUB OF SOUTH AUSTRALIA Incorporated’ herein after called the Club
OBJECTS AND POWERS
To act for the mutual benefit of all Members.
To promote motorcycle sport
To promote an interchange of information between Members, and inform Members of new developments occurring in motorcycling
To ensure that the income of the Club (from whatever source) shall be applied solely towards the promotion of the Club as set forth in this Constitution, providing that nothing herein contained shall prevent the payment of interest on money borrowed from or lawfully due to any Member or any other person.
To achieve and maintain the status of Incorporation under the conditions of Law in the state of South Australia.
To appoint agents to transact any business of the Club on its’ behalf.
To improve, manage, take on lease, exchange or otherwise acquire any real or personal property and any rights or privileges which are necessary or convenient for the purposes of the Club.
To improve, manage, develop, lease, mortgage, sell, dispose of, turn to account (or otherwise deal with) all or part of the assets or property of the Club.
Words imparting the masculine gender shall include the feminine and vice versa, and words imparting the singular number only shall include the plural and vice versa.
Committee means the elected Committee of the Club, comprising those office bearers and others described under COMMITTEE
The financial year of the Club shall commence on the First day of July and end on the Thirtieth day of June.
Entitles the holder to vote at meetings, hold office and take part in all club activities
Honorary Membership may be granted to a person who has given the Club service and has received no reward for doing so. He/she will be a person who has an interest in the Club but does not wish to or cannot be involved in Club activities. An Honorary Member may not hold any Committee position and does not retain the right to vote. Any Nomination for Honorary Membership will be proposed at the A.G.M. or at a Special General Meeting by two (2) Full Members and must be accepted by ninety (90) percent of the Members attending that meeting.
From time to time the Committee may recommend the appointment of Life Members from amongst those who have rendered the Club outstanding service Any Nomination for Life Membership will be proposed at the A.G.M. or at a Special General Meeting by two (2) Full Members and must be accepted by ninety (90) percent of the Members attending that meeting.
Entitles the holder to vote at meetings, hold office and take part in all club activities
A Patron may be appointed at an A.G.M.
The Membership fee shall only be set by a simple majority of financial Members present at an Annual General Meeting, or at a Special General Meeting called for that purpose. Financial Membership shall be reckoned annually from the date of first payment of fees.
FORFEITURE OF MEMBERSHIP
Membership shall be forfeited under the following conditions:
Through misappropriation of the Club funds.
Misconduct at a Club function, or any other act which is detrimental to the reputation of the Club.
In all cases, Membership shall only be forfeited by a decision of the Committee, in whose minutes a comprehensive record of the circumstances surrounding such a decision shall be made.
Any Member, about whom such action is to be taken, shall have the right to present his case personally to the Meeting considering such action.
Any Member whose Membership is so forfeited shall have the right to appeal to a Special General Meeting so called. The aggrieved person shall have the right to address the Meeting and the Members present may reverse the Committee decision to forfeit the persons Membership by a majority decision of 75% of those Members present at the Special General Meeting.
Any Member whose subscription remains unpaid for two (2) months after it has become due, shall be excluded automatically from the Club without notice, except with the explicit permission of the Committee.
Any Member of the Committee shall unconditionally forfeit his Membership of the same if he is absent from three (3) or more consecutive meetings except with the explicit prior permission of the Club or the Committee.
The President shall for the duration of his office act as Chairperson at all Club meetings. In his absence or inability to act the Chair shall be taken by the Vice President or in his absence or inability to attend by some other Member who is elected by the meeting.
In the absence or inability to act of the President, the Vice President shall assume the duties of the President in all matters.
The duties of the Secretary shall be to:-
Conduct the correspondence of the Club
Have the custody of all documents belonging to the Club
Be the Public Officer pursuant to the Associations Incorporation Act 1985 as amended.
Duly call Special General Meetings and Annual General Meetings when required under Section twelve (12)
Ensure all due compliance with the Constitution, the By-Laws, and the decisions of the Club
Keep full and correct records of all resolutions and proceedings of all meetings of the Club
Record in a book, a copy of all interpretations of the laws in this Constitution
Record in a book, a copy of the By-Laws
Do such other things as may be directed by the Club, Committee or the By-Laws
The duties of the Treasurer shall be to:-
Receive all monies payable to the Club and account for the same, and his receipt shall be sufficient discharge in respect of any payment made to the Club
Deposit all monies received into such bank account(s) or other form of investment of safe keeping, as the Club shall, from time to time determine
Make all payments authorised by the Club or the Committee
Keep an account of all monies received and disbursed in a book to be open to inspection by the Club at any Club meeting, and each month prepare a statement showing the progress and financial position of the Club
Prepare for presentation at each Annual General Meeting, accounts to the Thirtieth (30) day of June, which give a true and fair view of the receipts and payments and state of affairs of the Club for the financial year
To do such other things as may be directed by the Club, the Committee, or the By-Laws
OTHER OFFICE BEARERS
An Annual General Meeting may elect such other Office Bearers as it deems necessary, and assign the duties to be performed
An Annual General Meeting may elect or appoint an Auditor, who shall not be a Member of the Club. The Auditor shall inspect the Club’s book(s) of accounts at the end of each financial year to certify their correctness or otherwise.
The Members of the Committee shall be:-
All Office Bearers
Other Committee Members, as may be elected at an Annual General Meeting
In the event of a casual vacancy occurring, the next General Meeting thereafter shall fill such a vacancy.
Only Financial Members of the Club shall be eligible for election to Office or other Committee positions
An Office Bearer or other Member of the Committee may be removed from such position by resolution of a Special General Meeting called for that purpose.
All Offices and other Committee positions shall become vacant at the following Annual General Meeting.
POWERS OF THE COMMITTEE
Without in any way limiting the powers of the Club in General Meetings, in order to provide an expeditious method of conducting the affairs of the Club, the Committee may (subject at all times to any directions which may from time to time be given by the Club in General Meeting)
Adopt such measures from time to time for the purpose of giving effect to any aims or objects of the Club.
If any circumstances shall arise as to which this Constitution is silent or is incapable of taking effect or being implemented according to its strict provisions, the Committee shall, subject to any directions from time to time given to it by resolution by simple majority of a Annual General Meeting or Special General Meeting, have power to determine what action may be taken to best give effect to the Objects of the Club, and shall ensure its efficient administration. Every resolution made by the Committee pursuant to this section shall be as valid as is specifically authorised herein.
All Meetings of the Club shall be held at such time and place as the Committee may direct. Discussions shall be subject to the ordinary rules of debate.
The Chairperson may adjourn a Special General Meeting or Annual General Meeting to such time and place as he/she may appoint if:
A quorum is not present within thirty (30) minutes of the stipulated time of commencement.
Any discussion between Members is in the opinion of the Chairperson becoming contentious
The types of meeting shall be:-
ANNUAL GENERAL MEETING
The Annual General Meeting of the Club shall be held in the month of July in each and every year. The order of business shall be:-
Opening of the Meeting
Minutes of the previous Annual General Meeting
Annual Reports of the Office Bearers
Vacation of Offices
Election of Temporary Chairperson
Election of Offices and Other Committee Members
Appointment of Auditor
Office Bearers shall be elected in the following order:-
Other Office Bearers
However, in the event that no nominations are received for a position, then that election be postponed until the Offices have been filled.
The Meeting shall decide how many Other Committee Members will be elected and then proceed to fill those positions. Matters for the Agenda must be in the hands of the Secretary at least seven (7) days before the meeting.
The minutes of the Annual General Meeting shall be read at the first Ordinary General Meeting there after, and shall be confirmed at the next Annual General Meeting.
ORDINARY GENERAL MEETINGS
Ordinary General Meetings shall be held once per month or at such time as the Committee shall from time to time determine. The main purpose shall be to conduct General Business.
SPECIAL GENERAL MEETINGS
A Special General Meeting may be called either:-
At the direction of the Committee
When the Secretary receives a written request signed by not less than five (5) Financial Members.
No other business than that for which a Special General Meeting has been called, shall be conducted or discussed at such a Meeting.
The Committee shall meet at least once every month, at such times and places as the Committee Members may agree (or failing agreement, at the direction of the Chairperson). These Meetings may be held in conjuncture with Ordinary General Meetings.
SERVING OF NOTICES
In the case of a forthcoming Annual General Meeting or Special General Meeting, the Secretary shall within ten (10) days of being directed to do so, cause a notice to be issued to all Financial Members. Such notice shall state the object of the proposed Meeting, and provide at least Thirty (30) days from the date of postage by way of warning.
The following quorums shall apply to Meetings:-
Annual General Meeting – Twenty Five (25) Financial Members
Special General Meeting – Twenty Five (25) Financial Members
Ordinary General Meeting – Twenty Five (25) Financial Members
Committee Meeting – Simple majority of Committee Members
If a Meeting is adjourned on account of a quorum not being present, then those present at the resumption shall be deemed to constitute a quorum. Otherwise, a normal quorum shall be required.
At Committee Meetings, each Member of the Committee shall be entitled to one vote.
At all Other Meetings, each Financial Full Member shall have one vote.
Voting shall be by a show of hands, unless directed by the President or by the demands of a Member, by a secret ballot. Except as required under Section five (5)of this Constitution, the vote shall be decided by a simple majority.
The President shall be entitled to a deliberative vote only. A tied vote shall be resolved so as to preserve the status quo.
The Club shall have a common seal upon which its corporate name shall appear in legible characters.
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.
The seal shall be kept in the custody of the Secretary or such other person as the Committee may from time to time decide.
ALTERATION TO THE CONSTITUTION
No addition, or amendment, or deletion shall be made to this Constitution without the sanction of two thirds (2/3) of the Financial Members present at a Special General Meeting called for that purpose. Any addition or amendment to, or deletion from this Constitution carried at such Special General Meeting shall be notified and binding to all Members, whether present at that Meeting or not.
DISSOLUTION OF THE CLUB
A Special General Meeting called for that purpose may resolve to dissolve the Club. The resolution shall not be effective unless supported by seventy five (75) percent of Financial Members of the Club. Absentee votes shall be permitted, provided that they are duly signed and delivered to the Secretary before the Meeting is opened. In the event of the Club being dissolved or wound up, the property of the Club shall be sold by public auction or private tender at the highest figure, and the proceeds of such a sale, after payment of the just debts of the Club, shall be divided amongst those charitable or non-profit organisations or associations as a simple majority of the Members present and voting at the Special General Meeting, referred to herein, resolve.
By the payment of his subscription, each member shall by implication be deemed to acquiesce in this Constitution and the By Laws of the Club, and acknowledge that he is bound thereby.
Any Constitution adopted before 20th July 2004 is repealed.
Any appointment made or motion passed under the Constitution hereby repealed, if in force at the commencement of this Constitution, shall continue in force (as far as practicable) as if made or passed under this Constitution