CONSTITUTION of the Model T Ford Club of Australia Incorporated
The Club shall be called the Model T Ford Club of Australia Incorporated, hereinafter called the Club.
“Annual General Meeting” shall mean a meeting of members of the Club convened in accordance with this constitution.
“Federation” shall mean the Federation of Historic Motoring Clubs S A Incorporated.
“General Meeting” shall mean a meeting of members of the Club convened in accordance with this constitution.
“Member” shall mean full members and life members, but does not include honorary members.
“Special General Meeting” shall mean a meeting of members of the Club convened in accordance with this constitution.
“the Act” means the Associations Incorporation Act 1985.
“the Committee” means the committee of management of the Club.
The objectives of the Club shall be:
3.1 to encourage members to purchase, preserve, restore, exhibit, and make use of the Model ‘T’ Ford.
3.2 to gather information and disseminate literature, technical information and historical information relating to the Model ‘T’ Ford.
3.3 to foster and promote fellowship among its members.
3.4 to co-operate with the Federation and other clubs having similar objectives nationally and internationally, including all make car clubs.
3.5 to publish, promote and disseminate information to members pertaining to the Club and other affiliated clubs.
3.6 to do all such things as are conducive or incidental to the attainment of these objectives.
4. OFFICIAL CLUB BADGE AND LOGO
The Club badge will consist of the official Ford Winged badge (as used by Ford ) the word Ford being in white or silver, on a blue background, surrounded by the words ‘MODEL ‘T’ FORD CLUB of AUSTRALIA INC.’, incorporating the use of the Ford scripted “Ford”.
For acceptance into the Club, a vehicle should be eligible for registration as a historic vehicle or a prescribed left hand vehicle. A vehicle should be a Model ‘T’ Ford, however other vehicles owned by full or life members of the Club may be accepted.
The number of non ‘T’ Ford owners of historic vehicles shall not exceed 45% of the total number of owner members with historic vehicles.
The ultimate decision for acceptance of any vehicle shall rest with the Committee.
6.1 Application for membership.
Subject to the provisions of Clause 5:
Applications for membership shall be signed by two financial members and submitted to a Committee member accompanied by the appropriate subscription fee.
The full name of each person desiring to become a member of the Club shall be read to the members in General Meeting and provided there is no objection from the membership present, the application shall be accepted.
Should there be an objection, an investigation into the reason for the objection shall be conducted by the Committee and a vote of the Club membership taken after being informed of the results of the investigation.
In the event of an application for membership being rejected, the amount of the subscription fee paid shall be refunded.
6.2 There shall be the following types of membership:
6.2.1. Full Member
Full members shall be owner/s or previous owner/s of a ‘T’ Ford and non owners of ‘T’ Fords, provided the provisions of clause 5 are met and will have voting rights and be eligible to hold office on the Committee.
Categories of membership shall be determined by the Committee and ratified by the membership at a General Meeting
6.2.2. Life Member
Life membership may be granted to an individual full member of the Club who has rendered outstanding services to the Club and will have equivalent status to a full member.
A life member will be deemed a Financial Member and have voting rights and be eligible to hold office on the Committee.
The nomination of a member to be granted life membership is to be forwarded to the Committee prior to a Committee meeting and signed by two other full or life Club members.
The Committee shall assess the nomination and inform the membership of the nomination. If the nominated person is a member of the Committee, that person shall be excluded from all discussion and determination.
A ballot of members by secret vote shall be conducted. Where there is agreement of at least 90 percent of eligible members present at the first General Meeting after notification of the nomination has been distributed to members, the nominated member will be granted life membership status.
No more than 25% percent of total membership shall be life members. For the purposes of determining total membership, family membership shall be deemed to be 2 persons. No more than two new life members shall be accepted in any one fiscal year. If more than two nominations are received, a secret ballot will be held to determine the successful nominees.
In the event that membership declines such that there are more than the allowed life members, those existing life members shall retain their life membership.
6.2.3. Honorary Member
The Committee may grant honorary membership to individuals who in the opinion of the Committee have assisted the Club in a significant way to fulfil its objectives, or any other person as deemed appropriate.
Honorary members will not have voting rights or hold office on the Committee. Honorary membership can be cancelled at anytime by the Committee.
If requiring Historic Registration through the Club, an Honorary Member must become a Full Member.
Members, other than Life and Honorary, shall pay an annual subscription fee. The annual subscription fee will be determined by the Committee in April of each year and ratified by the membership at the next General Meeting.
If requiring Historic Registration through the Club, a Life Member must pay the appropriate membership fee.
Subscriptions are due and payable by one month after the AGM is held in July or at such other time, as the Committee shall determine. Subscriptions are charged for the financial year. Members joining six months after the due date (31 August) shall be required to pay only one half the annual rate of subscription.
Any member whose subscription is outstanding for more than two months after the due date for payment shall cease to be a member of the Club. The Committee may reinstate such person’s membership on such terms as it thinks fit.
Any member may resign by directing a letter of resignation to the Club secretary. This resignation shall be effective upon receipt, providing all indebtedness to the Club has been paid and all articles belonging to the Club have been returned to the Club.
9. SUSPENSION & EXPULSION
9.1 In the case that the conduct of any member shall, in the opinion of the Committee, be injurious to the character or interest of the club or its members, the president shall call a meeting of the Committee to consider the conduct of that member.
9.2 Following the meeting held as in rule 9.1 if further action is required particulars of the alleged misconduct and the proposed suspension or expulsion shall be communicated to the member. The Committee shall invite the member to be heard, or make a written submission to a meeting of the Committee, so that the member will have the opportunity of explaining or withdrawing from the Club.
9.3 Should the member fail to make a representation to such meeting the Committee shall proceed to consider the matter.
9.4 The Committee may, determined by secret ballot, accept the explanation of the member with no further action or may issue a verbal or written warning. Only two warnings are to be issued to a member in any 12 month period.
9.5 If a two-thirds majority of the Committee, determined by secret ballot, vote for such member’s suspension or expulsion or two warnings have previously been issued in any 12 month period the member shall be suspended for a maximum period of 12 months or expelled for a period as determined by the Committee.
9.6 The determination of the Committee shall be communicated to the member, and in the event of an adverse determination the member, shall subject to sub-rule 9.7, be suspended or expelled 14 days after the Committee has communicated its determination to the member.
9.7 The member may appeal to the Club membership at a General Meeting against the suspension or expulsion. The intention to appeal shall be communicated to the secretary of the Club within 14 days after the determination of the Committee has been communicated to the member.
9.8 In the event of an appeal under sub-rule 9.7 the appellant’s membership of the Club shall not be suspended or terminated unless the members of the Club at the General Meeting uphold the determination of the Committee to suspend or expel the member after the appellant and the details of the grounds for the determination by Committee has been heard. In such event, the member will be suspended or expelled at the date of the General Meeting at which the determination of the Committee was upheld.
9.9 An independent member other than any Committee member shall chair that part of the meeting dealing with the matter. The chair shall be nominated from the floor of the meeting and shall determine the procedure for the meeting.
9.10 Both the Committee and the appellant shall have equal time to state their case before the General Meeting.
9.11 The determination is confirmed if, at the General Meeting two-thirds of those members present vote, by secret ballot, in favour of the suspension or expulsion. In any other case the determination is revoked.
9.12 Any member expelled shall forfeit any subscriptions paid.
10. REGISTER OF MEMBERS
A register of members must be kept and contain:
i) the name and all contact details of each member;
ii) the date on which each member was admitted to the Club;
iii) if applicable, the date of, and reason(s) for, termination of membership.
11. THE COMMITTEE
11.1 The affairs of the Club shall be managed and controlled by the Committee which in addition to any powers and authorities conferred by this constitution may exercise all such powers and do all such things as are within the objectives of the Club, and are not by the Act or by this constitution required to be done by the Club in General Meeting.
11.2 The Committee has the management and control of the funds and other property of the Club.
11.3 The Committee shall have authority to interpret the meaning of this constitution and any other matter relating to the affairs of the Club on which this constitution is silent.
11.4 The Committee should be comprised of President, Vice President, Treasurer, Secretary, Editor, and a further number as needed to meet the wish of the members.
11.5 All officers shall serve for the period between Annual General Meetings, taking office at the Annual General Meeting or a meeting called for that purpose.
11.6 Casual Vacancy
In the event of a casual vacancy on the Committee occurring during any term of office such casual vacancy may be filled by a person elected by the Committee and such casual nominee shall hold office until the following Annual General Meeting at which election of that position falls due.
11.7 The office of a Committee member shall become vacant if a Committee member has:
· been disqualified from being a member by the Act, or
· been suspended or expelled as a member under this constitution, or
· been permanently incapacitated by ill health, or
· resigned from the Committee or Club.
11.8 Other Officer Bearers
These persons, including the Public Officer, shall be appointed by the Club members at any time to assist in the organisation of the Club. These persons are not members of the Committee unless holding such position.
11.9 Duties of the Committee
The duties of the Committee and other Office Bearers shall be ratified by the Club at a General Meeting.
12.1 Annual General Meetings
12.1.1 The Committee shall call an Annual General Meeting to be held within three months after the end of the financial year and notify the Club membership of the date and time.
12.1.2 A quorum of twelve members or 10 percent of total membership, whichever is the lesser, shall be necessary for any convened Annual General Meeting to be deemed official.
12.1.3 The order of the business at the meeting shall be:
i) the confirmation of the minutes of the previous Annual General Meeting.
ii) the consideration of the accounts report
iii) the election of Committee members
iv) any other business requiring consideration by the Club.
12.1.4 A member, other than a current Committee member, shall chair the meeting for the election of officers.
12.2 Special General Meetings
12.2.1 The Committee may call a Special General Meeting of the Club at anytime.
12.2.2 Upon a requisition in writing of not less than 5% of the total number of members of the Club, the Committee shall within 6 weeks of the requisition, convene a Special General Meeting for the purpose specified in the requisition.
12.2.3 Every requisition for a Special General Meeting shall be signed by the relevant members and shall state the purpose of the meeting.
12.2.4 If a Special General Meeting is not convened within 6 weeks, as required by rule 12.2.2, 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. For this purpose the Committee shall ensure 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 Club.
12.3 General Meetings
12.3.1 The Club shall hold a minimum of six General Meetings per calendar year.
12.3.2 Meeting dates shall be determined by the Committee.
12.3.3 A quorum of twelve members or 10 percent of total membership, whichever is the lesser, shall be necessary for any convened General Meeting to be deemed official.
12.4 Proceedings at General Meetings
12.4.1 The President shall preside as chairperson at a General Meeting of the Club except as provided in this constitution.
12.4.2 If the President is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, a Committee member shall be chairperson for that meeting. If no Committee member is present or decline to chair the meeting the members may choose one of their own number to be chairperson of that meeting.
Only full and life members are eligible to vote at any meeting.
Subject to this constitution, a question for decision at a General Meeting must be determined by a majority of members who vote in person.
Unless a secret ballot is demanded by at least five members or as required by this constitution, a question for decision at a meeting will be determined by a show of hands.
Each eligible member present at a meeting shall be entitled to one vote, in the event of an equal vote, it shall be resolved so as to preserve the status quo. The chairperson shall not be entitled to a casting vote.
Proxy or absentee voting shall not be accepted.
14.1 Proper minutes of all proceedings of General Meetings of the Club and of meetings of the Committee, shall be entered within two months after the relevant meeting in minute books kept for that purpose.
14.2 The minutes kept pursuant to this section must be confirmed by members of the Club or the Committee (as relevant) at the subsequent meeting.
14.3 The minutes kept pursuant to this section 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.
14.4 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.
15. FINANCIAL REPORTING
15.1 The financial year for the Club shall be a period of 12 months commencing on 1 July and ending on 30 June of each year.
15.2 The accounts shall be laid before the members at the Annual General Meeting.
16. PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS
The Club shall be a non-profit organisation. The assets and income of the Club shall be applied solely in the furtherance of its objectives and no portion shall be distributed directly or indirectly to the members of the Club except as bona fide compensation for services rendered or expenses incurred on behalf of the Club.
17. WINDING UP
The Club may be wound up in the manner provided for in the Act.
The Club can be wound up upon the vote of three – fourths (3/4) majority of members present at a Special General Meeting convened to consider such question.
In the event of the Club being wound up, there remains “surplus assets” as defined in the Act, such surplus shall be transferred to any organisation with similar objectives which is not carried on for profit or gain of its individual members and has rules prohibiting the distribution of its assets and income to its members.
Such organisation or organisations shall be identified and determined by a resolution of members in General or Special General Meeting.
The Model T Ford Club of Australia Incorporated, shall not be liable for any debts incurred by other Model ‘T’ Ford Clubs located elsewhere.
19. AMENDMENT OF THE CONSTITUTION
This constitution may be amended at a General Meeting or a Special General Meeting of the Club, convened for that purpose, provided that the amendment is accepted by a majority of two thirds of the financial members present at that meeting.
Proposals to amend the constitution, signed by seven members (full or life or combination), shall be given in writing at a General Meeting. The proposals shall be given to all members at least fourteen days prior to the General Meeting or Special General Meeting convened for that purpose.
The constitution shall bind the Club 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.
Where Federal or State Law or Regulations conflict with this constitution then Federal or State law or Regulations take precedent and this constitution under these circumstances can be amended at the first available meeting without the above rules to amend the constitution being evoked.
20. THE ACT
The Club shall have all the powers conferred by Section 25 of the Act.