Constitution

Constitution

1. The Name of the Association;
The name of the association is “Cranbrook Districts Motorcycle Club” (Inc), here in after referred to as the “CDMC”.

2. The Objectives of the Association are;

To provide a safe, responsible and fair environment for the residents of the Shire of Cranbrook and surrounding areas to enjoy motorcycling sports.

To promote the sport of motorcycling in accordance with the guidelines set out by and/or publications issued by Motorcycling Australia being; Manual of Motorcycle Sport, Track Guidelines and General Competition Rules, and any other material or subsequent publications.

Deliver motorcycling sporting alternatives to the greater public, which are both affordable and sustainable

To provide the opportunity for members to develop skills, challenge their abilities and foster friendships with like-minded people.

Maintain affiliation with state and/or national motorcycling bodies.

To seek funding from private organisations, Local, State and Federal Government in order to promote the sport.

To establish and maintain the facilities at the Sukey Hill Regional Motorcycling Facility, and/or other venues as appropriate, to further the objectives of CDMC

PART 1 — PRELIMINARY
3. Terms used
In these rules, unless the contrary intention appears --
Act means the Associations Incorporation Act 2015;
Association means the incorporated association being CDMC to which these rules apply;
books, of the Association, includes the following --

a register;
financial records, financial statements or financial reports, however compiled, recorded or stored;
a document;
any other record of information;

by laws means by-laws made by the Association;
chairperson means the Committee member holding office as the chairperson of the Association;
Commissioner means the person for the time being designated as the Commissioner under section 153 of the Act;
committee means the management committee of the Association;
committee meeting means a meeting of the committee;
committee member means a member of the committee;
financial records includes --

tax invoices, receipts, cheques, and vouchers; and
documents of prime entry; and
working papers and other documents needed to explain --

the methods by which financial statements are prepared; and
adjustments to be made in preparing financial statements;

financial report, of a tier 2 association or a tier 3 association, has the meaning given in section 63 of the Act;
financial statements means the financial statements in relation to the Association required under Part 5 Division 3 of the Act;
general meeting, of the Association, means a meeting of the Association that all members are entitled to receive notice of and to attend;
member means a person (including a body corporate) who is an ordinary member of the association;
motocross race season means a motocross season which is usually from April – October;
ordinary committee member means a committee member who is not an office holder of the Association;
ordinary member means a member with the rights referred to under Part 3 - Members;
register of members means the register of members referred to in section 53 of the Act;
rules means these rules of the Association, as in force for the time being;
secretary means the committee member holding office as the secretary of the Association;
special resolution means a resolution passed by the members at a general meeting in accordance with section 51 of the Act;
subcommittee means a subcommittee appointed by the committee;
tier 1 association means an incorporated association to which section 64(1) of the Act applies;
tier 2 association means an incorporated association to which section 64(2) of the Act applies;
tier 3 association means an incorporated association to which section 64(3) of the Act applies;
treasurer means the committee member holding office as the treasurer of the Association.

4.      Financial year
CDMC financial year will be a period of 12 months commencing on 1st July and ending on 30th June of each year.


PART 2 — ASSOCIATION TO BE NOT FOR PROFIT BODY
5.      Not-for-profit body

The property and income of CDMC must be applied solely towards the promotion of the objects or purposes of the CDMC and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to any member, except in good faith in the promotion of those objects or purposes.

A payment may be made to a member out of the funds of CDMC only if it is authorised by a resolution of the CDMC committee.

PART 3 — MEMBERS
6. Membership Qualifications;

Membership shall be open to any person who wishes to further the objectives of CDMC
Any person seeking membership shall make an application of the form prescribed from time to time by the Committee.
Membership period shall be as determined by the Committee, it can be either one or a combination of the following;

One day
For the period of the season
For one year from the date paid

4. An applicant for membership of the CDMC becomes a member when --

the committee accepts the application; and
the applicant pays any membership fees payable to CDMC

5. The Committee may reject an application even if the applicant –

Is eligible under rule 4 of the Act and
Has applied under rule 5 of the Act

6. The Committee must notify the applicant of the Committees decision to accept or refuse the application as soon as practicable after making the decision.
7. Any person refused membership shall be given the reasons for refusal in writing.

7. Classes of membership

CDMC consists of ordinary members provided for under subrule (2) of the Act.
CDMC may have any class of ordinary membership approved by resolution at a general meeting, classes include any or all of the following;

Base Membership
Junior Membership (<18 years)
Senior Membership
Family Membership (max 2 voting rights)
Day Membership (not eligible to vote)
Social Membership
Patron Membership (not eligible to vote unless hold current membership)

Life Membership

3. Each ordinary member of CDMC that is an individual aged 18 years or more, and each ordinary member of CDMC that is a body corporate has one vote at a General Meeting.

8. Subscriptions, entrance fees and other amount
All membership subscriptions are to be paid prior to a date as prescribed by the Committee. The Committee reserves the right to charge an entrance fee to events.

9. Register of members

The secretary, or another person authorised by the committee, is responsible for the requirements imposed on the Association under section 53 of the Act to maintain the register of members and record in that register any change in the membership of the Association.
In addition to the matters referred to in section 53(2) of the Act, the register of members must include the class of membership (if applicable) to which each member belongs and the date on which each member becomes a member.
The register of members must be kept at the secretary’s place of residence, or at another place determined by the committee.
A member who wishes to inspect the register of members must contact the secretary to make the necessary arrangements.

PART 4 — DISCIPLINARY ACTION, DISPUTES AND MEDIATION
10. Disciplinary Action, Disputes & Mediation are;
1. By-Law titled “Disciplinary Action, Disputes and Mediation” outlines the procedure for dealing with any dispute under or relating to the rules;
a) between members; or
b) between members and the incorporated association.
2. By-Law titled “Noise Management Plan” outlines the procedure for dealing with any dispute between the incorporated association and the community.

PART 5 — COMMITTEE
Division 1 — Committee
11. Committee

The committee members are the persons who, as the management committee of the Association, have the power to manage the affairs of the Association.
The committee will consist of the following executives (office holders);
1. the chairperson;
2. the deputy chairperson;
3. the secretary;
4. the treasurer.

And four Ordinary Committee Members.

3. A person may be a committee member if the person is --

an individual who has reached 18 years of age; and
a CDMC financial member.

4. Couples who are in a relationship (ie spouse or defacto) cannot hold executive committee positions simultaneously
5. Under section 39 of the Act the following persons must not, without leave of the Commissioner, accept an appointment or act as a member of a management committee of an association:

A person who is, a bankrupt or person whose affairs are under insolvency laws;
A person who has been convicted, within our outside the State of

An indictable offence in relation to the promotion, formation or management of a body corporate; or
An offence involving fraud or dishonesty punishable by imprisonment for a period of not less than three months or
An offence under Part 4 Divi 3 or s 127 of the Act

Section 39 only applies to a person who has been convicted of the above offences only for a period of 5 years from the time of the persons conviction or if the conviction results in a term of imprisonment from the time of the persons release from custody.

12. Subcommittee & subsidiary offices

To help the committee in the conduct of the CDMC business, the committee may do either or both of the following –

Appoint one or more subcommittees
Create one or more subsidiary offices and appoint people to those offices

2. A subcommittee may consist of a number of people who the committee considers appropriat
3. Subject to any directions given by the committee –

A subcommittee may meet and conduct business as it considers appropriate and
The holder of a subsidiary office may carry out the functions given to the holder as the holder considers appropriate.
The subcommittee must report to the committee.

13. Chairperson

It is the duty of the chairperson to consult with the secretary regarding the business to be conducted at each committee meeting and general meeting.
The chairperson has the powers and duties relating to convening and presiding at committee meetings and presiding at general meetings provided for in these rules.

14. Secretary
The Secretary has the following duties --

dealing with the Association’s correspondence;
consulting with the chairperson regarding the business to be conducted at each committee meeting and general meeting;
preparing the notices required for meetings and for the business to be conducted at meetings;
unless another member is authorised by the committee to do so, maintaining on behalf of the Association the register of members, and recording in the register any changes in the membership, as required under section 53(1) of the Act;
maintaining on behalf of the Association an up-to-date copy of these rules, as required under section 35(1) of the Act;
unless another member is authorised by the committee to do so, maintaining on behalf of the Association a record of committee members and other persons authorised to act on behalf of the Association, as required under section 58(2) of the Act;
ensuring the safe custody of the books of the Association, other than the financial records, financial statements and financial reports, as applicable to the Association;
maintaining full and accurate minutes of committee meetings and general meetings;
carrying out any other duty given to the secretary under these rules or by the committee.

15. Treasurer
The treasurer has the following duties --

ensuring that any amounts payable to the Association are collected and issuing receipts for those amounts in the Association’s name;
ensuring that any amounts paid to the Association are credited to the appropriate account of the Association, as directed by the committee;
ensuring that any payments to be made by the Association that have been authorised by the committee or at a general meeting are made on time;
ensuring that the Association complies with the relevant requirements of Part 5 of the Act;
ensuring the safe custody of the Association’s financial records, financial statements and financial reports, as applicable to the Association;
if the Association is a tier 1 association, coordinating the preparation of the Association’s financial statements before their submission to the Association’s annual general meeting;
if the Association is a tier 2 association or tier 3 association, coordinating the preparation of the Association’s financial report before its submission to the Association’s annual general meeting;
providing any assistance required by an auditor or reviewer conducting an audit or review of the Association’s financial statements or financial report under Part 5 Division 5 of the Act;
carrying out any other duty given to the treasurer under these rules or by the committee.

Division 2 — Election of committee members and tenure of office
16. How members become Committee members
A member becomes a committee member if the member --

is elected to the committee at a Annual General Meeting; or
is appointed to the committee by the committee to fill a casual vacancy.

17. Election of executive committee/office holders
At the annual general meeting, a separate election must be held for each position of office holder of the Association.

18. Term of office

The term of office of a committee member begins when the member --

is elected at an annual general meeting they take office after that’s years final calendar scheduled race day of the motocross season; or
is appointed to fill a casual vacancy.

2. The term of office, of all executive and ordinary committee members will be for 2 years with half the committee being up for re-election every year. This being 2 members of the executive and 2 members of the ordinary committee.

19. Resignation / removal from office of a committee member

Members of the committee elected may be declared vacant for any of the following circumstances –
1. Absence from three consecutive committee meetings without notification that the person is unable to attend.
2. Found not to be a financial member for more than three meetings
3. Failure to adhere to the Motorcycling Australia Code of Conduct at the discretion of a committee hearing
4. Voluntarily by written notification

20. Filling casual vacancies

Should a vacancy occur on the Committee during the season, the Executive Committee shall appoint a successor until the next committee meeting. At that meeting the successor must be voted in by the committee.

Division 3 — Meetings
21. Committee meeting
The Committee Meeting objectives are for the daily operations of CDMC and are attended by the elected committee. Visitors may attend these meetings, however they need to indicate a request to speak to the chair of that meeting prior to contributing to the conversation. The chair has the right to refuse the visitors request.

The Committee must meet at least 4 times a year for a committee meeting
Committee meetings may be called by the committee, or at the request of the chariman or secretary
The quorum of a committee meeting shall be 5 elected committee members.
Notice of each committee meeting must be given to each committee member at least 48 hours before the time of the meeting.
The procedure to be followed at a committee meeting must be determined from time to time by the committee.
The presence of a committee member at a committee meeting need not be by attendance in person but may be by that committee member and each other committee member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication.

22. Annual General meeting
The Annual General Meeting objectives are to elect the CDMC committee, make important decisions regarding CDMC, and informing CDMC members of previous and future activities.

The AGM must be held within 4 months of the end of the financial year being 30th June.
The secretary shall give at least 14 days notice of the date of the AGM to all CDMC financial members in writing.
All financial members may attend the AGM.
The quorum at the AGM shall be half the ordinary CDMC members who are entitled to vote plus one. If at the end of thirty minutes after the time appointed in the notice for the opening of the meeting a quorum not be present, those members present shall become the quorum.
The agenda for the AGM shall be;

Opening of meeting
Apologies
Confirmation of minutes of previous AGM
Presentation of Annual Report(s) – eg presidents / treasurers
Adoption of Annual Reports (s)
Adoption of Audited accounts
Election of Executive, General committee members, Life members
Appointment of auditor or reviewer conducting an audit
Membership classes,
Nomination of bank account signatures (minimum of 2)
Notice(s) of motion
General Business
Closure

23. General meeting
The General Meeting is a CDMC meeting which all CDMC financial members are entitled to receive notices to attend. The objective is to discuss any matter of urgent importance which cannot be postponed till the next Annual General Meeting. The meeting may be held to discuss the alteration to the CDMC constitution.

General Meeting may be called by the committee, or at the request of the Chairman and Secretary, or on the written request of 5 ordinary members who hold voting rights of CDMC
The secretary shall give at least 14 days notice in writing of the date of the General Meeting to the financial members of CDMC. Notice of general meeting shall set our clearly the business for which the meeting has been called, and the procedure of the meeting.
The quorum at a general meeting shall be a minimum of 10 CDMC ordinary members who have voting rights. If at the end of 30 minutes after the time appointed in the notice for the opening of the meeting a quorum not be present those members present shall become the quorum provided the minimum number of members present is a least 5.

24. Voting at committee meetings

Each committee member present at a committee meeting has one vote on any question arising at the meeting.
A motion is carried if a majority of the committee members present at the committee meeting vote in favour of the motion.
If the votes are divided equally on a question, the chairperson of the meeting has a second or casting vote.
A vote may take place by the committee members present indicating their agreement or disagreement or by a show of hands, unless the committee decides that a secret ballot is needed to determine a particular question.
If a secret ballot is needed, the chairperson of the meeting must decide how the ballot is to be conducted.

25. Minutes of committee meetings

The committee must ensure that minutes are taken and kept of each committee meeting.
The minutes must record the following --

the names of the committee members present at the meeting;
the name of any person attending the meeting;
the business considered at the meeting;
any motion on which a vote is taken at the meeting and the result of the vote.

3. The minutes of a committee meeting must be entered in the Association’s minute book and distributed to committee members within 30 days after the meeting is held.
4. The chairperson must ensure that the minutes of a committee meeting are reviewed and signed as correct by --

the chairperson of the meeting; or
the chairperson of the next committee meeting.

PART 6 — FINANCIAL MATTERS
26. Source of funds
The funds of the Association may be derived from entrance fees, annual subscriptions, donations, fund-raising activities, grants, interest and any other sources approved by the committee.

27. Control of funds

CDMC must open an account in the name of Cranbrook Districts Motorcycle Club (Inc) with a financial institution determined by the committee from which all expenditure of the Association is made and into which all funds received by the Association are deposited.
Subject to any restrictions imposed at a general meeting, the committee may approve expenditure on behalf of the Association.
The committee may authorise the treasurer to expend funds on behalf of the Association up to a specified limit without requiring approval from the committee for each item on which the funds are expended.
All cheques, and other negotiable instruments of the Association must be signed by --
1. 2 committee members; or
2. one committee member and a person authorised by the committee.

5. All funds of the Association must be deposited into the Association’s account within 7 working days after their receipt.

28. Financial statements and financial reports
1. For each financial year, the committee must ensure that the requirements imposed on the Association under Part 5 of the Act relating to the financial statements or financial report of the Association are met.
2. Without limiting subrule (1), those requirements include --

if the Association is a tier 1 association, the preparation of the financial statements; and
if the Association is a tier 2 association or tier 3 association, the preparation of the financial report; and
if required, the review or auditing of the financial statements or financial report, as applicable; and
the presentation to the annual general meeting of the financial statements or financial report, as applicable; and
if required, the presentation to the annual general meeting of the copy of the report of the review or auditor’s report, as applicable, on the financial statements or financial report.

PART 7 — GENERAL MATTERS
29. By-laws
The Association may, by resolution at a general meeting, make, amend or revoke by-laws.

By-laws may --
1. provide for the rights and obligations that apply to any classes of membership; and
2. impose restrictions on the committee’s powers, including the power to dispose of the association’s assets; and
3. impose requirements relating to the financial reporting and financial accountability of the association and the auditing of the association’s accounts; and
4. provide for any other matter the association considers necessary or convenient to be dealt with in the by-laws.

30. Alterations to the Constitution and By-Laws

No alteration, repeal or addition shall be made to the constitution except by special resolution at the AGM of General Meeting called for that purpose.
The secretary shall forward notice of all motions to alter, repeal or add to the Constitution and or By Law to each financial member of CDMC at least 14 days prior to the meeting
Such motions or any part of shall be of no affect unless passed by a 75% majority of those present and entitled to vote at the AGM or General meeting called for that purpose.
The secretary shall within 1 month of the passing of any special resolution to alter the constitution proceed with government requirements to lodge constitution changes.

31. Executing documents
The Association may execute a document if the document is signed by --

2 committee members; or
one committee member and a person authorised by the committee.

32. Custody of books and securities

Subject to subrule (2), the books and any securities of the Association must be kept in the secretary’s custody or under the secretary’s control.
The financial records and, as applicable, the financial statements or financial reports of the Association must be kept in the treasurer’s custody or under the treasurer’s control.
Subrules (1) and (2) have effect except as otherwise decided by the committee.
The books of the Association must be retained for at least 7 years.

33. Inspection of records and documents
Subrule (2) applies to a member who wants to inspect —

the register of members under section 54(1) of the Act; or
the record of the names and addresses of committee members, and other persons authorised to act on behalf of the Association, under section 58(3) of the Act; or
any other record or document of the association.
The member must contact the secretary to make the necessary arrangements for the inspection.
The inspection must be free of charge.
If the member wants to inspect a document that records the minutes of a committee meeting, the right to inspect that document is subject to any decision the committee has made about minutes of committee meetings generally, or the minutes of a specific committee meeting, being available for inspection by members.
The member may make a copy of or take an extract from a record or document referred to in subrule (1)(c) but does not have a right to remove the record or document for that purpose.
The member must not use or disclose information in a record or document referred to in subrule (1)(c) except for a purpose --

that is directly connected with the affairs of the Association; or
that is related to complying with a requirement of the Act.

34. Distribution of surplus property on cancellation of incorporation or winding up
In this rule —
surplus property, in relation to the Association, means property remaining after satisfaction of --

the debts and liabilities of the Association; and
the costs, charges and expenses of winding up or cancelling the incorporation of the Association,

but does not include books relating to the management of the Association.

On the cancellation of the incorporation or the winding up of the Association, its surplus property must be distributed as determined by special resolution by reference to the persons mentioned in section 24(1) of the Act.