Impreza WRX Owners Club of South Australia Incorporated
P.O. Box 450, North Adelaide, SA 5001, Australia
Incorporated in Adelaide, South Australia – May 1999
Certificate number: AA0024461E
The name of the Club shall be “Impreza WRX Owners Club of South Australia Inc”, hereinafter referred to as “The Club”.
The objectives of the Club shall be:
- To promote good fellowship between members interested in performance-oriented all-wheel-drive Subaru vehicles.
- To promote community awareness of the Club.
- To educate, train, coach and encourage members of the Club.
- To enhance the enjoyment and safety of members’ driving lives.
- To seek benefits for members.
- To further the interests of the Club.
- Full Membership is open to all individuals and their immediate family (living under same roof) who own a Subaru vehicle (or equivalent platform shared with another manufacturer) and accept the objectives and rules of the Club. If during their membership period a member no longer owns a Subaru, they remain eligible to renew their membership as a Full member.
- Applications for membership shall be in writing in a form approved by the Committee from time to time.
- The Committee shall determine whether or not to accept any application for membership. It may at its absolute discretion withhold reasons for its decision in any particular case.
- A register of members shall be kept by the Club, showing the name, address and date of commencement of membership for each member. Provision for noting the date of cessation of membership shall also be contained in the register.
- Members shall pay such fees as are determined by the Club at the Annual General Meeting. Voting members are defined as those individuals listed on the membership application form who have been successfully accepted as financial members of the Club.
- Membership shall cease upon resignation, expulsion or failure to pay outstanding membership fees within two months of the due date.
- The Committee may award Life membership pursuant to Clause 11 of this Constitution.
- Day Membership may be obtained at sole discretion of the Committee and conditional on the completion of an application form that confirms they abide by the Club’s objectives and rules. Day membership lasts the one day of a CAMS permitted event, other than cruises.
- Associate Membership may be obtained at sole discretion of the Committee and conditional on the completion of an application form that confirms they abide by the Club’s objectives and rules. Associate Membership may be issued to applicants who would otherwise not be admitted to membership to the Club (i.e. non-Subaru owners) for the purpose of competing in CAMS motorsport events. Associate Members will not be eligible for points, trophies, magazines, Club updates or any other full member benefits other than access to the Club forum, unless seen fit by the Committee. Associate Membership will be allowed Club motorsport points in a separate associate category, if the club sees fit this category be ran alongside the annual Club Championship. Associate Members may be upgraded to full membership by a majority committee vote. These members will have all the benefits and obligations of Full members, including fees, with the exceptions of only being eligible for the Club Championship Associate class, and not being eligible for an Office Bearer position on committee.
4. Disciplinary Procedure
The procedure for disciplining members shall be as prescribed by the Committee from time to time, and shall include:
- Advising the defaulting member in writing of offences committed. Requiring the member to appear before the Committee, of which meeting at least fourteen days’ notice shall have been given, and at which the member shall be entitled to a fair hearing.
- Deciding action to be taken, including the options of suspension, disqualification or expulsion.
- Recording in sufficient detail the proceedings and outcome of the hearing, and to hold in safe custody any documents associated with the matter.
- Advising the charged member in writing of the Committee’s decision.
- Maintaining safe custody of all relevant documents.
5. Management of the Club by Committee
- The affairs of the Club shall be controlled and managed by a Committee comprised of the office bearers and no less than two other members.
- The office bearers shall be the President, the Vice President, the Secretary, the Treasurer and the Membership Officer, provided that with the consent of members in Annual General Meeting the functions of Secretary and Treasurer may be combined for the ensuing year.
- The office bearers and Committee members shall be elected at the Annual General Meeting. Where insufficient nominations are received, any Committee positions remaining unfilled shall be deemed to be casual vacancies.
- Any casual vacancy occurring in the Committee may be filled by a member appointed by the Committee, provided that a casually vacant office may be filled only by an existing Committee member, whether or not an office-bearer.
- Each member of the Committee shall hold office from the date of election or appointment until the conclusion of the next Annual General Meeting.
- Retired Committee Members shall be eligible for re-election, provided however that a President shall not remain in office for more than three consecutive years unless opposed, or there is no further nomination for a replacement in which the current president may take another term.
- The Committee shall meet as often as necessary to conduct the business of the Club, but not less than three times in the twelve months following any Annual General Meeting.
- The quorum for meetings of the Committee shall be four, at least two of whom must be office-bearers.
- Notice of Committee meetings shall be given at the previous Committee meeting, or by such other means or at such other times as the Committee may decide.
- A member of the Committee shall cease to hold office upon resignation in writing, removal from membership of the Club, or absence from three successive Committee meetings without providing reasonable justification for those absences.
- No business shall be transacted unless a quorum is present. If a quorum is not present 30 minutes after the appointed time of commencement of a meeting, the meeting shall be dissolved.
- Questions arising at any meeting of the Committee shall be decided by the majority of votes of those present and eligible to vote. In case of an equality of votes, the person appointed to chair the meeting shall have a second or casting vote.
- All meetings of the Committee shall be chaired by the President or in the absence of the President then the Vice-President. If both should be absent, members may agree to elect a chairman from among those present, in which case the business of the meeting shall be lawful provided a quorum is present as required in Clause 5.07.
6. General Meetings
- At least fourteen days’ notice of all general meetings and notices of motion shall be given to members by such means as may be determined by the Committee. In the case of general meetings where a special resolution is to be proposed, notice of the resolution shall be given to members at least twenty-one days before the meeting.
- There shall be an Annual General Meeting of the members of the Club, held not later than three months after the expiration of each financial year of the Club.
- Notice of the Annual General Meeting shall be in the hands of all members not less than fourteen days prior to the date of the meeting.
- No business other than that specified in the notice convening the Annual General Meeting shall be transacted thereat. Such business shall include without exception the following:
- Confirmation of the minutes of the last Annual General Meeting and any recent Special General Meeting.
- Presentation and adoption of the President’s Report of the activities of the Club in the financial year just ended.
- Receipt and consideration for adoption of an audited statement from the Committee for the last Club financial year.
- Receipt and consideration of formal advice from the Committee indicating the names of persons who, having been invited, have agreed to grant their patronage to the Club for the ensuing Club year, with a recommendation for the appointment of a Patron.
- Election of office bearers.
- Determination of membership subscriptions.
- Other business pertinent to an Annual General Meeting.
- The quorum for any general meeting shall be eight members eligible to vote. Any member whose subscriptions are in arrears is ineligible to vote.
- Voting at general meetings shall be by a show of hands unless a secret ballot is demanded. Decisions shall be made by a simple majority vote except for those matters which must be decided by special resolution, in which case a three-quarters majority of the members present and eligible to vote is required.
- Members unable to attend any general meeting may vote by appointing a proxy to vote on their behalf. Proxies must be appointed in writing. Proxy appointments, whether received by hand, by mail, or by facsimile transmission, must be signed by the appointing member, and must be tabled at the commencement of the relevant meeting. Proxy appointments do not affect the quorum at a meeting.
- On any question requiring a vote by members, other than amendments to this Constitution or any disciplinary matter, the Committee may approve conduct of a ballot by mail or alternative electronic means, provided the bona fides of members voting by e-mail are beyond question.
- In the case of an equality of votes, the person appointed to chair any general meeting shall have a second or casting vote.
- Nominations of candidates for election as office bearers or other Committee members may be made at the Annual General Meeting.
- If within half an hour after the appointed time for the commencement of any general meeting a quorum is not present the meeting, if convened upon the requisition of members, shall be dissolved. In any other case the meeting shall stand adjourned to the same day in the following week at the same time and, unless another place is specified at the time of 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.
- The President or, in the President’s absence, the Vice President, shall act as Chairman at general meetings of the Club. If the President and Vice-President are absent from a meeting or unwilling to act, the members present at the meeting shall elect one of their number to act as Chairman.
- The Secretary shall keep, or cause to be kept, the records of business of the Club including the rules, address, date of joining and date of cessation of membership of each member, minutes of all general and Committee meetings and a file of all correspondence, and all care shall be taken for the safe custody of records.
- Membership details shall be kept confidential at all times and be held in the custody of the Membership Officer. The information is only available at the discretion of the committee. Any Club member, including those of the Committee found using private information, or passing on this information to other parties without the approval of the committee will be expelled immediately from the Club.
- The Membership Officer shall keep, or cause to be kept, a register of members recording name, address, date of joining and date of cessation of membership of each member as a minimum.
- The financial year of the Club shall end on 30 June.
- The funds of the Club shall be derived from the fees of members, donations, grants, levies and such other sources as may be approved by the Club.
- Membership subscriptions become due and payable immediately after each Annual General Meeting. Only members whose subscription are paid as at the following 30 June are eligible to vote at the next Annual General Meeting.
- The Treasurer shall ensure that all monies received by the Club are properly recorded and paid into an account at a bank, or other Government-recognised financial institution, held in the Club’s name.
- Payments out of the Club’s funds shall be made either through a petty cash system, to a limit approved by the Committee, or by cheque signed by two signatories authorised by the Committee. Except in extraordinary circumstances, major or unusual expenditures shall be authorised in advance by the Committee or by a general meeting.
- The Treasurer shall ensure that correct books and accounts are kept showing the financial affairs of the Club. These records shall be held in the custody of the Treasurer, and shall be available for inspection by any member at any reasonable time.
- The Club shall effect and maintain any insurance required by law and as deemed necessary by the Club.
- The Club exists as a non-profit organisation. The assets and income of the Club shall be applied solely in 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.
9. Amendments to Constitution
- Changes to any aspect of this Constitution, including a change of name or rule amendments additions or deletions, must be approved by a general meeting of members properly convened as to notice given and in accordance with proxy and quorum provisions.
- The notice of any general meeting at which it is proposed to vote on any such change must be accompanied by full details of the proposed change, including the reasons for the change and the new and existing wordings. This includes the proposed adoption of an entirely new Constitution.
- Any such resolution requires a three-quarters majority of those present and eligible to vote.
10. Common Seal
The Common Seal of the Club shall be kept in the custody of the Secretary and shall only be affixed to a document with the approval of the Committee. The stamping of the Common Seal shall be witnessed by the signatures of two members of the Committee.
11. Life Members
- A member may recommend to the Committee that a person be nominated for Life Membership of the Club, in recognition of special services rendered to the Club, or to another Club having similar objectives, over a period of not less than seven years and at the discretion of the committee at the time.
- The Committee shall deliberate and put before the next Annual General Meeting such nominations as it sees fit.
- A nomination requires a three-quarters majority vote by those present, or voting by proxy, for election to Life Membership to succeed.
- A Life Member shall be entitled to attend any general meeting of the Club, and speak to any motion. The Club may also determine further privileges from time to time. A Life Member shall be eligible for election to office or to the Committee with full voting power. A Life Member shall not be required to pay annual subscriptions.
- On the recommendation of the Committee, a General Meeting may from time to time make such by-laws as may be necessary for the purposes of attaining the objectives of the Club.
- A General Meeting may from time to time, make, amend or repeal any by-law made pursuant to this clause and such action shall take effect immediately or at such later time as a General Meeting shall determine.
- The Committee may adopt by reference, whether wholly or in part, any rules relating to competitions.
- A Club Rule made pursuant to this clause shall take effect from the date that it is made or such later date as the Committee may recommend to any general meeting, including a special general meeting called for the purpose.
- A by-law made pursuant to this clause shall not be inconsistent with this Constitution nor inconsistent with any rule adopted or recognised by CAMS or any other body corporation as may succeed that organization, unless the organization has given its prior written approval to the by-law.
13. Further Powers
Provided fourteen day’s written notice of intention to vote on a proposal shall first have been given by the Secretary to all financial members, and subject to approval by members by a three-fourths majority vote at a properly constituted General, Special General or Annual General Meeting, the Club is empowered herein:
- To borrow from an appropriate source funds to enable the undertaking of capital projects related to the objects of the Club.
- To purchase or lease real property for purposes related directly to the objects of the Club.
- To affiliate or merge with, or seek or accept membership of, any incorporated body having objects similar or related to those of the Club.
14. Public Officer
Upon incorporation under relevant legislation, the Club shall appoint a Public Officer who need not be a member of the Club. Any change of Public Officer is required to be notified.
In the event the Club’s gross receipts exclusive of members’ subscriptions reach or exceed $200,000, the Association shall be deemed a Prescribed Association and shall appoint an Auditor at the next occurring Annual General Meeting, provided that if the likely period remaining until that Meeting exceeds nine months then the Committee shall make an interim appointment in respect of the current financial year.
- In the event of the Club being dissolved, the amount which remains after such dissolution and the satisfaction of all debts and liabilities shall not revert to members but be transferred to any organisation having similar objects and which is exempt from income tax.
- The liability of a member of the Club to contribute towards the payment of the debts and liabilities of the Club, or towards the costs, charges and expenses of the winding up of the Club, is limited to any amount unpaid by the member in respect of membership of the Club as required by Clause 3.
- Where it furthers the objects of the Club to amalgamate with any one or more organisations having similar objectives, the other organisation(s) must also have rules prohibiting the distribution of its (their) assets and income to members; and must be exempt from income tax.