CONSTITUTION OF

 

AUSTRALIAN MOTORCYCLE TRAIL RIDERS ASSOCIATION INC. (SA.)

January 2007 REVISION

 

1. NAME

 

The name of the incorporated association is “Australian Motorcycle Trail Riders Association Incorporated”, referred to herein as “the association”.

 

 

2. DEFINITIONS

 

“committee” - the committee of management of the association

 

“general meeting” - a general meeting of members of the association

 

“association” - convened in accordance with these Rules

 

“member” - a member of the association

 

“the Act” - the Associations Incorporation Act 1985

 

“special resolution” - a special resolution defined in the Act

 

“month” – one calendar month

 

“joining fee” - the one-off fee payable by new members

 

“ride” - a trail ride as per the ride calendar or as otherwise arranged by a ride leader

 

“ride leader” – a member who arranges and provides an association ride for rider members

 

“event” - any other association-sponsored function, camp, recreational or social gathering, not being a ride

 

 

3. OBJECTS OR PURPOSES OF THE ASSOCIATION

 

i. To promote and provide recreational motorcycle trail rides, with the safety, wellbeing and

 

enjoyment of rider members being the first and highest priority.

 

ii To provide other events and advantages for the enjoyment of members and their families or

 

friends.

 

iii. To liaise with such authorities as may be from time to time concerned with the activities of recreational motorcyclists,

 

iv. To resist any attempts to prohibit public vehicular use of any road, track or area where the right of way does now exist, and to make representation to the proper authority with the view of opening or re-opening the road, track or area where a public right of way does not exist or has lapsed,

 

v. To give assistance to any organisation with similar aims and objectives,

 

vi. To promote the image of Motorcyclists generally as intelligent and responsible people.

 

 

4. POWERS OF THE ASSOCIATION

 

For the purpose of carrying out its objectives, the association may, subject to the Act and these rules-

 

a. acquire, hold, deal with, and dispose of any real or personal property; and

 

b. administer any property on trust,

 

c. open and operate bank accounts,

 

d. invest its monies-

 

i. in any securities in any trust in which any monies may, by act of parliament be invested; or

 

ii. in any other manner authorised by the rules of the association; and

 

iii. borrow money upon such terms as the association thinks fit; and

 

iv. appoint agents to transact any business of the association on its behalf; and

 

v. enter into any contract as it considers necessary or desirable.

 

 

 

 

5. MEMBERSHIP

 

Upon 10 or more consecutive years service to the club, recognition shall be given by way of a trophy or badge.

 

 

5.1 TYPES

 

a. New Member. Any person who supports the objects of the association and agrees to be bound by its Constitution, Rules and By-Laws can apply for membership. The application for membership/indemnity form shall be signed by the applicant. Payment of the first annual subscription and joining fee is payable with application. The ride leader may approve provisional Day membership. The applicant shall be considered as a provisional member until acceptance of their application by the next committee meeting. Should any application not be accepted by the committee meeting, then all funds paid shall be fully refunded. Applicants are to familiarize themselves with all Rules and By-Laws before signing the membership application.

 

 

b. Rider. A member who agrees to be bound by the terms and conditions and is entitled to the benefits and privileges of the association, and entitled to attend rides.

 

 

c. Family Rider. A member who is the partner or a child of a Rider Member or a child of the partner – who normally resides at the same address of the Rider Member. Each Family Rider member who attends a ride shall fill in and sign individual membership application and indemnity forms. They shall agree to be bound by the terms and conditions and are entitled to the benefits and privileges of the association with a limit of one vote per membership.

 

 

d. Family NON-riding. A member who is the partner or a child of a Rider Member or a child of the partner, or the Parent (natural or adoptive) or Guardian, Brother or Sister of the Rider Member or partner – who normally resides at the same address of the Rider Member, and may attend events from time to time. These members are not required to sign any membership application or indemnity forms and have nil voting rights.

 

e. Associate NON-riding. A member who is approved by the committee at the beginning of each year on receipt of a written application for such membership for that year, and may attend events from time to time. These members are not required to sign any other membership application or indemnity forms and have nil voting rights.

 

 

f. Life. A general meeting may, on the recommendation of the committee, resolve that a life membership may be conferred on any member who has rendered exceptionally valuable services to the club and such member shall thereupon be deemed to have paid in advance, all their future subscriptions, but shall be subject to all other duties, conditions and liabilities as ordinary members.

 

 

g. Complimentary. A temporary membership that is given to a participant who assists in the organisation of a ride. A patron may be held in an honorary position. They shall agree to be bound by the terms and conditions and are entitled to the benefits and privileges of the association except they shall not be entitled to vote or take part in any proceedings of the association.

 

 

5.2 SUBSCRIPTIONS

 

a) The subscription fees for membership shall be such sum as the committee shall determine from time to time.

 

 

b) The subscription fees shall be payable in advance annually on 1 January or at such other time as the committee shall determine.

 

 

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

 

5.3 RESIGNATIONS

 

A member may resign from membership of the association by giving written notice thereof to the secretary or president of the association. Any member so resigning shall be liable for any outstanding subscriptions which may be recovered as a debt due to the association.

 

5.4 EXPULSION OF A MEMBER

 

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

 

 

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

 

 

c. The determination of the committee shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 5.4d below., cease to be a member 14 days after the committee has communicated its determination to the member.

 

 

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

 

 

e. In the event of an appeal under 5.4d above, the appellant’s membership of the association shall not be terminated unless the determination of the committee to expel the member is upheld by the members of the association in general meeting after the appellant has been heard by the members of the association, and in such event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld.

 

 

5.5 REGISTER OF MEMBERS

 

A register of members must be kept and contain:

 

i. the name and address of each member,

 

ii. the date on which each member was admitted to the association.

 

 

5.6 WAITING LISTS

 

The association may from time to time fix a maximum number of members. It shall keep a waiting list of persons desiring membership and notify the next in line when a position is available.

 

 

5.7 RIGHTS AND LIABILITIES OF MEMBERS

 

a. The property, privileges and benefits of the association shall be available to all members equally.

 

 

b. The association shall be entitled to sue a member for any monies or damages lawfully entitled. The termination of membership shall not affect the rights of recovering any debt sum or thing.

 

 

6. THE COMMITTEE

 

6.1 POWERS AND DUTIES

 

a. The affairs of the association shall be managed and controlled by a committee which in addition to any powers and authorities conferred by these rules may exercise all such powers and do all such things as are within the objects of the association, and are not by the Act or by these rules required to be done by the association in general meeting.

 

 

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

 

 

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

 

 

d. The public officer as required by the Act shall be the President of the association.

 

 

 

6.2 APPOINTMENT

 

a. The committee shall be comprised of a president, chairperson, secretary, treasurer, ride coordinator, news editor, property officer and other positions as determined from time to time by the association.

 

 

b. A committee member shall be a natural person.

 

 

c. All committee positions shall be considered vacant at the time of the elections.

 

 

d. A retiring committee member shall be eligible to stand for re-election without nomination. No other person shall be eligible to stand for election unless a member of the association has nominated that person at least 14 days before the meeting by delivering the nomination of that person to the secretary of the association. The nominee may withdraw his nomination at any time prior to the election.

 

 

e. Notice of all persons seeking election to the committee shall be given to all members of the association with the notice calling the meeting at which the election is to take place. If more candidates are nominated than vacancies a secret ballot is required to elect a member.

 

 

f. The voting shall be by way of one person one vote ballot. In the event of equality the chairman is to have the casting vote.

 

 

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

 

 

6.3 PROCEEDINGS OF COMMITTEE

 

a. The committee shall meet together for the dispatch of business once per month or as required.

 

 

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

 

 

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

 

 

 

 

d. A member of the committee having a direct or indirect pecuniary interest in a contract or proposed contract, with the association must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to that contract or proposed contract.

 

 

6.4 DISQUALIFICATION OF COMMITTEE MEMBERS

 

The office of a committee member shall become vacant if a committee member is:

 

i. disqualified from being a committee member by the Act;

 

ii. expelled as a member under these rules;

 

iii. permanently incapacitated by ill health;

 

iv. absent without apology from more than four meetings in a financial year.

 

 

7. THE SEAL

 

The association 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 of the Association. The affixing of the seal shall be witnessed by a committee member.

 

 

8. GENERAL MEETINGS

 

8.1 ANNUAL GENERAL MEETINGS

 

a. The committee shall call an annual general meeting in accordance with the Act and these rules.

 

b. The annual general meeting shall be held within three months of 31st December.

 

 

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

 

 

i. the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting,

 

ii. the consideration of the accounts and reports of the committee and the auditor’s report if required,

 

iii. the election of committee members,

 

iv. any other business requiring consideration by the association in general meeting.

 

 

 

8.2 SPECIAL GENERAL MEETINGS

 

a. The committee may call a special general meeting of the association at any time.

 

 

b. Upon a requisition in writing of not less than 5% of the total number of members of the association, the committee shall within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.

 

 

c. Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.

 

 

d. If a special general meeting is not convened within one month, as required by 8.2b above, the requisitionists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the committee, and for this purpose the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the association.

 

 

8.3 NOTICE OF GENERAL MEETINGS

 

a. Subject to 8.3b, at least 14 days notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held.

 

 

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

 

 

c. A notice may be given by the association to any member by serving the member with the notice personally, or by sending it by post or e-mail to the address appearing in the register of members.

 

 

8.4 PROCEEDINGS AT GENERAL MEETINGS

 

a. Ten members present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting.

 

 

b. If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall be deferred one week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.

 

 

c. The chairperson shall preside as chairperson at a general meeting of the association. Unless otherwise specifically provided, the decision or ruling of the chairman of any meeting shall be final.

 

 

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

 

 

8.5 VOTING AT GENERAL MEETINGS

 

a. Subject to these rules, every member of the association has only one vote at a general meeting of the association.

 

 

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

 

 

c. Unless a poll is demanded by at least five members, a question for decision at a general meeting must be determined by a show of hands.

 

 

8.6 POLL AT GENERAL MEETINGS

 

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

 

 

b. A poll demanded for the election of a person presiding 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.

 

 

8.7 SPECIAL AND ORDINARY RESOLUTIONS

 

a. A special resolution is a special resolution as defined in the Act. It allows any incorporated association to change its rules. A special resolution means a resolution passed at a duly convened meeting of the members of the association where:

 

 

i. at least 21 days written notice specifying the intension to propose the resolution has been given to all members of the association.

 

ii. it is passed at the meeting by a majority of at least three quarters of such members of the association as, being entitled to so, vote in person or, by proxy, at the meeting.

 

 

b. An ordinary resolution is a resolution passed by a simple majority at a general meeting.

 

 

8.8 PROXIES

 

A member shall be entitled to appoint in writing a natural person who is also a member of the association to be their proxy, and attend and vote at any general meeting of the association.

 

 

9. MINUTES

 

a. Proper minutes of all proceedings of general meetings of the association and of meetings of the committee, shall be entered within one month after the relevant meeting in minute books kept for the purpose.

 

 

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

 

 

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

 

 

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

 

 

10. DISPUTE RESOLUTION

 

a. The dispute resolution procedure set out in this rule applies to disputes under these Rules between -

 

(i. A member and another member

 

(ii. A member and the association

 

 

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

 

 

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

 

 

11. FINANCIAL REPORTING

 

11.1 FINANCIAL YEAR

 

The financial year of the association shall be one calendar year commencing 1st January.

 

 

11.2 ACCOUNTS TO BE KEPT

 

The treasurer shall keep and retain such accounting records for a minimum of five years, as are necessary to correctly record and explain the financial transactions and financial position of the association.

 

 

11.3 AUDITING ACCOUNTS

 

a. At each general meeting the treasurer shall provide details of the previous months expenditure and a current account balance. Financial records and receipts are to be provided to any member when requested. An auditor may be appointed.

 

 

b. At an annual general meeting the treasurer shall provide a financial report for the financial year.

 

 

 

 

12. PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS

 

The income and capital of the association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for agreed services rendered or reasonable expenses incurred on behalf of the association.

 

 

Where possible financial dealing are to be done by cheque signed by two authorised committee members. Receipts are to be maintained for all purchases and petty cash is to be kept to a minimum.

 

 

13. WINDING UP

 

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

 

 

14. APPLICATION OF SURPLUS ASSETS

 

a. If after the winding up of the association there remains “surplus assets” as defined in the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members.

 

 

b. The association may determine to distribute surplus assets to nominated charities. Such organisation or organisations shall be identified and determined by a resolution of members in general meeting.

 

 

15. RULES

 

These rules may be altered (including an alteration to the association’s name. by special resolution of the members of the association. This includes recision or replacement by substitute rules.

 

 

The registered rules shall bind the association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

 

 

Subject to any provision in the rules or a resolution to the contrary, an alteration to the rules comes into force at the time that the alteration is passed

 

 

15.1 BY-LAWS

 

a. The committee members may make, repeal and amend by-laws, not inconsistent with these rules providing for the regulation of the affairs and well being of the association.

 

 

b. A copy of the by-laws shall be kept by the secretary for the inspection of members and be available at meetings. An amended copy of by-laws shall be made available to members if requested.

 

 

c. A by-law when made shall be binding on all members and notification of such by-law shall be made by way of newsletter to all members.

 

 

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