0
  • No products in the cart.
 
Constitution of THE ALFA ROMEO OWNERS’ CLUB OF AUSTRALIA
WA INCORPORATED

1. THE CLUB

The club shall be known as The Alfa Romeo Owners’ Club of Australia – WA (Incorporated) which shall hereinafter in this constitution be referred to as “The club”.

2.  OBJECTS OF THE CLUB

The objects for which the club is established are:-

  • To encourage and/or promote motor sport in Western Australia and in Australia generally including but not limited to the following:
    1. The encouragement of members to progress in the sport of motor racing through participation in club level racing through to state level racing, national and international race meetings.
    2.  The promotion of various club level motor sport events including speed events such as supersprints, hillclimbs, motorkhana events, dirt circuit events, rallies, observation drives, trials, touring assemblies, drag racing, regularity trials, handicap racing, navigational trials, observed section trials, motor sport displays and such other types of motor sport activities that may be approved by the committee from time to time.
    3. To affiliate with CAMS Ltd and such other bodies where affiliation of the club may be appropriate for the encouragement and promotion of motor sport.
  • To foster better acquaintance and social spirit between the various owners of Alfa Romeo motor vehicles in Australia
  • To help and advance Alfa Romeo owners and ownership in Australia and the active participation of the owners in motor sport in Australia
  • To establish for the club and to maintain by example a high standard of conduct and a respect for the laws of the road including and conducting of driver training for members.
  • To promote control and carry on such events and/or outings and/or social functions as the committee of the club (which is referred to below) may deem appropriate.
  •  To form and promote any committee to carry out any of the purposes of the club.
  • To establish and maintain a motor vehicle registration system for club members’ vehicles in accordance with rules to be determined by the club’s committee from time to time and in accordance with the rules of the road traffic authority.
  • To obtain by purchase or any other means and to maintain any property of the club.
  • To print and publish any matters in any form or through any medium which the committee of the club may think desirable for the promotion of its objects.

3.  MEMBERSHIP OF THE CLUB

The club shall consist of members and the club membership may consist of any or all of the following six categories of membership:-

  • Full Membership which shall be confined to owners of Alfa Romeo vehicles, the partners, or persons who regularly drive an Alfa Romeo vehicle. (Ref. 11c) Full membership consists of two categories:-
    1. Single member
    2. Family Membership which consists of two members who are partners and their children who must be living at the same address
  • Associate Membership which shall be available to those persons who join the club as Alfa Romeo owners and subsequently no longer own an Alfa Romeo vehicle or such members who own another make of motor vehicle who are recommended for membership by a full member, which recommended person is accepted by the committee as a fit person to be an associate member of the club, provided that the total number of associate members shall not exceed fifteen percent of the total membership of the club.
  • Honorary Membership.  The committee shall have the power to consider and recommend to any general or special meeting of the club that honorary membership of the club be granted to a person.  If such general or special meeting of the club confirms the honorary membership of the person, then such honorary membership shall remain current for a period of time to be decided by the committee.
  • Life Membership.  Only the committee may recommend life membership for any member who in its opinion has given special service to the club, which member may only be considered and recommended for life membership if he or she has been a financial member of the club for a period of a least five years immediately preceding the date of his or her recommendation for life membership.  Life membership shall be decided by at least 90% of those club members present at the annual general meeting or a special meeting voting in favour of the club when such life membership is raised as a question for determination.  Life membership shall be defined as membership of the club, with such membership being in all respects the same as full membership of the club with the exception that a life member shall not be required to pay any membership fees of any type.
  • Junior Membership which shall be available to those persons who are the children of members who are entitles to be members under any of paragraphs a., b., c. or d. above who have not yet attained the age of seventeen  years.  The membership of such junior members shall cease upon the cessation or termination of the membership of her, his or their parent (or parents if there is more than one) who are members of the club.
  • Intermediate Membership which shall be available to members of the club who have attained the age of seventeen years but have not attained the age of twenty one years who are the children of members who are entitled to be members under any of paragraphs a., b., c. or d. above and who are, in the opinion of the committee of the club, still financially dependent on their parent or parents.  The membership of such Intermediate members shall cease upon the cessation or termination of the membership of her, his or their parent (or parents if there is more than one) who are members of the club.
  • Casual individual event membership will be made available for events nominated and approved by the Committee.  This fee will be set at $20.00 per event, subject to the supplementary regulations of the specified event.  This casual membership affords all insurance provisions for the nominated event and individual membership.The club shall consist of such members being persons of or over the age of eighteen years as apply in writing for membership and pay the annual fees and subscriptions determined from time to time by the committee.  The committee may refuse membership to any person for such refusal and its decision in such matters shall be final, provided always that the committee of the club in its discretion must refund part or whole of the fees or subscriptions paid by any person to whom membership is so refused.  The secretary of the club shall keep an up-to-date register of club members specifying the name and address of each person who is a member of the club together with the date on which the person became a member.  The register of members shall be kept at the principal place of administration of the club and shall be open for inspection, free of charge, by any member of the club at any reasonable hour.
  • Cessation of Membership.  A person ceases to be a member of the club if the person:
    1. dies
    2.  resigns that membership
    3. is expelled from the club, or
    4. allows their membership to lapse in accordance with paragraph 11D hereof.

4.   SUBSCRIPTIONS

  • The committee of the club shall recommend the amount of fees and subscriptions to be paid by members from time to time.  Such recommendation shall then become effective if such amounts are considered to be appropriate by a majority of those members present at the monthly club meeting at which such committee recommendation is made.  The committee then shall notify members of the fees and subscriptions payable either by letter or by notification contained within the regular monthly club magazine and such fees or subscriptions shall be paid within sixty (60) days of the commencement of the financial year.
  • The financial year shall commence on the 1st day of July each year.

5.  MEMBERS’ LIABILITIES

  • The liability of a member of the club to contribute towards the payment of the debts and liabilities of the club or the costs, charges and expenses of the winding up of the club is limited to the amount, if any, unpaid by the member in respect of membership of the club and required by Item 4.

6.  DISCIPLINING OF MEMBERS

  • Where the committee is of the opinion that a member of the club:-
      1. has persistently refused or neglected to comply with a provision or provisions of these rules, or
      2. has persistently and wilfully acted in a manner prejudicial to the interests of the club.

    The committee may by resolution:

    1. expel the member from the club, or
    2. suspend the member from membership of the club for a specified period.
  • A resolution of the committee under clause (A) is of no effect unless the committee, at a meeting held not earlier that fourteen days and not later than twenty eight days after service on a member of a notice under clause (C), confirms the resolution in accordance with this rule.
  • Where the committee passes a resolution under clause (A), the secretary shall, as soon as practicable, cause a notice in writing to be served on the member:-
    1. setting out the resolution of the committee and the grounds on which it is based,
    2. stating that the member may address the committee at a meeting to be held not earlier that fourteen days and not later than twenty eight days after service of the notice,
    3. stating the date, place and time of that meeting, and
    4. informing the member that the member may do either or both of the following..-

    (i)      attend and speak at that meeting,

    (ii)     submit to the committee at or prior to the date of that meeting written representations relating to the resolution.

  • At a meeting of the committee held as referred to in clause (C), the committee shall:-
    1. give to the member an opportunity to make oral representations
    2. give due consideration to any written representations submitted to the committee by the member at or prior to the meeting, and
    3. by resolution determine whether to confirm or to revoke the resolution.
  • Where the committee confirms a resolution under clause (D), the secretary shall, within seven days after that confirmation, by notice in writing inform the member of the fact and of the member’s right of appeal under Item 7.
  • A resolution confirmed by the committee under clause (D) does not take effect:-
    1. until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period, or
    2. where within that period the member exercises the right of appeal, unless and until the club confirms the resolution pursuant to Item 7(D).

7.  RIGHT OF APPEAL OF DISCIPLINED MEMBER

  • A member may appeal to the club in general meeting against a resolution of the committee which is confirmed under Item 6 (D), within seven days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
  • Upon receipt of a notice from a member under clause (A), the secretary shall notify the committee which shall convene a general meeting of the club to be held within twenty one days after the date on which the secretary received that notice.
  • At a general meeting of the club convened under clause (B):-
    1. no business other that the question of the appeal shall be transacted.
    2. the committee and the member shall be given the opportunity to state their respective cases orally or in writing, or both, and
    3. the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
  • If at the general meeting the club passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

8.  CONTROL OF THE CLUB

  • The control and management of the club shall be vested in a committee (herein after called ‘the committee”).  The committee shall consist of ten members, except where that number is increased to eleven members in accordance with clause 8(1) hereof, being the president, vice president, secretary, treasurer, competition secretary, social secretary and four others.  All such officers shall be honorary.
  • The committee shall deal with all applications for membership and also all protests, appeals or complaints.
  • The committee shall manage, carry on and conduct the property affairs and business of the club and wherever in this constitution it is provided that the club shall have any power to duty or perform any act or deed or execute any document or exercise any discretion such powers and duties and exercise of discretion shall be vested in the committee for the time being, and such acts, deeds, and execution of such documents shall be done by the committee whose discretion shall be exercised without any restrictions.  Any five members of the committee shall constitute a quorum of the committee provided that no act may be done by the committee except by the agreement of at least two of the five members of the committee required to constitute a quorum who must be executive members as defined in clause 8(e) hereof.
  • The committee shall meet as often as required and at least six times in any twelve month period.
  • The executive shall be defined as the president, vice president, secretary and treasurer.  The executive members of the committee of the club shall be members who are current owners of Alfa Romeo vehicles or who have been an owner of an Alfa Romeo vehicle within the two months preceding the annual general meeting.
  • The treasurer shall receive all monies for the club, and account to the president and committee for expenditure.  Payment shall be recorded and all cheques shall be signed by two of the secretary, treasurer or the president.
  • At least seventy five percent of the committee must be full members.
  • The election of office bearers and committee shall take place at the annual general meeting.
  • If any member of the committee is absent from committee meetings for three consecutive months, without explanation which is acceptable to the majority of the balance of the committee, then such absent committee member is liable to be removed from office by a vote of the remainder of the committee.
  • Should any office bearer resign or a vacancy occur, the vacancy may be temporarily filled pending the next general meeting or a special meeting called for such purpose at the discretion of the remainder of the committee.
  • No office bearer of the committee shall be able to hold the same office on the committee for more than three consecutive years.
  • The immediate past president of the club shall, provided at least seventy five percent of the financial members of the club who may be present at the annual general meeting approve his/her nomination, be entitled to nominate to be an eleventh member of the general committee of the club for the ensuing twelve month period and the election of such immediate past president to the general committee shall not be required.  If the immediate past president of the club cannot or does not wish to be part of the general committee or if he or she is elected to one of the positions as secretary, treasurer, competition secretary or social secretary then the position of the immediate past president shall remain vacant until the next annual general meeting.

9.  DELEGATION BY COMMITTEE TO SUB-COMMITTEE

  • The committee may, by instrument in writing, delegate to one or more subcommittees (consisting of such member or members of the club as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:-
    1. this power of delegation, and
    2. a function which is a duty imposed on the committee by the Act or by any other law.
  • A function, the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
  • A delegation under the section may be made subject to such conditions or limitations as to the exercise of any function the subject thereof, or as to time or circumstances, as may be specified in the instrument of delegation.
  • Notwithstanding any delegation under this rule, the committee may continue to exercise any function delegated.
  • Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.
  • The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
  • A sub-committee may meet and adjourn as it thinks proper.

    • 10.  VOTING RIGHTS

    Only financial full members and associate members of the club are entitled to be nominated as an officer of committee member of the club. Only financial full members and associate members shall be entitled to vote at an election of such officers and committee members of the club and each such full member or associate member shall have one vote. Full members and associate members shall have one vote on any motion before the club. The president of the club shall have a casting vote which may only be used to break a deadlock. Voting at an annual or special meeting of members shall be a show of hands but when demanded by twenty five percent or more members at such meeting shall be by secret ballot. Any proxy votes shall be in writing. Only full or associate members shall be entitled to stand for election to the committee if they have been nominated for such position by another full or associate member of the club./

    11.  FINANCE OF THE CLUB

    • A copy of the financial statement shall be prepared by the treasurer, forwarded to members with notice of the annual general meeting and presented to the annual general meeting or when requested by a majority of the members of the committee of the club.
    • An auditor who shall not be a member of the club shall be appointed by the committee of the club and the club accounts shall be audited prior to the financial statement being presented to the annual general meeting or at the discretion of the committee or if at least twenty five percent of members present at a special meeting called for the purpose of requiring an audit of the club accounts required that such audit be carried out provided that in any event the club accounts shall be audited at least once in each period of twelve months.
    • Membership fees are due for payment on 30th June each year except in the case of honorary and life members who shall not be required to pay any membership fee.  The committee may from time to time prescribe a family membership fee which shall be a fee paid by any two members of the club being husband and wife or persons residing in a bona fide heterosexual or homosexual defacto marital relationship which fee shall include their membership fees and shall allow their dependants up to the age of 18 years to join the club activities, subject to any rules of the club or resolutions of the committee which may be made from time to time, in the same way as members of the club.
    • Those members who allow their dues to remain unpaid for a period of sixty days after they fall due shall lose all club rights and after a further ten months they shall lose their membership. Reinstatement of such members is automatic upon payment by them of arrears of dues, provided that such arrears are brought up to date by a date twelve months after the due date for payment.
    • The committee of the club shall have the power to invest the club funds in approved trustee type securities or building society accounts or interest bearing deposits with banks or shall have the power to lease or rent property or chattels for the use of the club and/or its members and to effect such insurance it shall deem necessary to cover any loss or damage to club equipment in the discretion of the committee.

    12.  WINDING UP

    The club may be wound up and dissolved if a resolution is passed by three quarters of the financial members present at a special meeting called for the purpose of dissolving and winding up of the club after fourteen clear days notice in writing is given to the financial members of the club at their last known address.  In the event of the club being so dissolved and wound up any credit balance in the funds of the club or any disposable assets which can be converted into cash shall be donated to a charitable organisation and such charitable organisation shall be chosen by a majority decision of such members as may be present at the special meeting called for the purpose of dissolving and winding up the club.

    13.  MEETINGS

    • Notice
      1. Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the club, the secretary shall, at least fourteen days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post to each member at the member's address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
      2. Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the club, the secretary shall, at least twenty one days before the date fixed for the holding of the general meeting cause notice to be sent to each member in the manner provided in clause (a) specifying, in addition to the matter required under clause (a), the intention to propose the resolution as a special resolution.
      3. No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to rule 13(1).
      4. A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who shall include that business in the next notice of calling a general meeting given after receipt of the notice from the member.
    • General Meetings shall be held monthly with the exception of January.
      1. No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
      2. Five members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
      3. If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case 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 the 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.
      4. If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than three) shall constitute a quorum.
    • Presiding Member
      1. The president or, in the president's absence, the vice president shall preside as chairperson at each general meeting of the club.
      2. If the president and the vice president are absent from a general meeting or are unwilling to act, the members present shall elect one of their number to preside as chairperson at the meeting.
    • Adjournment
      1. The chairperson of a general meeting at which a quorum is present may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
      2. Where a general meeting is adjourned for fourteen days or more, the secretary shall give written or oral notice of the adjourned meeting to each member of the club stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
      3. Except as provided in clauses (a) and (b), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
    • Making of Decisions
      1. A question arising at a general meeting of the club shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll or ballot is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to effect in the minute book of the club, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
      2.  At a general meeting of the club, a poll or ballot may be demanded by the chairperson or by not less than three members present in person or by proxy at the meeting.
      3.  Where the poll or ballot is demanded at a general meeting, the poll or ballot shall be taken:- (i)                immediately, in the case of a poll or ballot which relates to the election of the chairperson of the meeting or to the question of an adjournment, or (ii)              in any other case, in such manner and at such time before the close of the meeting as the chairperson directs, and the resolution of the poll or ballot on the matter shall be deemed to be the resolution of the meeting on that matter.
    • Voting
      1. Upon any question arising at a general meeting of the club a member has one vote only.
      2.  All votes shall be given personally or by proxy but no member may hold more than five proxies.
      3. In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
      4.  A member or proxy is not entitled to vote at any general meeting of the club unless all money due and payable by the member or proxy to the club has been paid.
    • Appointment of Proxies
      1. Each member shall be entitled to appoint another member as proxy by notice given to the secretary no later than twenty four hours before the time of the meeting in respect of which the proxy is appointed.
      2. The notice appointing the proxy shall be obtained from the club secretary.
    • The Annual General Meeting
      1. The club shall hold an annual general meeting in September of each year after forwarding notice to all financial members at their last known address.  All financial members shall be notified at least fourteen days in advance of the date and place of the annual general meeting and of the subject to be discussed at such annual general meeting.
      2. In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be:- (i)                to confirm the minutes of the last preceding annual general and of any special general meeting held since that meeting, (ii)              to receive from the committee reports upon the activities of the club during the last preceding financial year, (iii)      to elect office bearers of the club and ordinary members of the committee.
    • A Special Meeting
      1. The committee may, whenever it thinks fit, convene a special general meeting of the club.
      2. The committee shall, on the requisition in writing of not less than five percent of the total number of members, convene a special general meeting of the club.
      3.  A requisition of members for a special general meeting:- (i)      shall state the purpose or purposes of the meeting, (ii)     shall be signed by the members making the requisition, (iii)     shall be lodged with the secretary, and (iv)    may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
      4. If the committee fails to convene a special general meeting to be held within one month after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than three months after that date.
      5. A special general meeting convened by a member or members as referred to in clause (d) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.

    14.  GENERAL

    • Insurance
      • The club will ensure that both mandatory and other insurance as required for the protection of all members are initiated and maintained.
    • Funds - Source
      1. The funds of the club shall be derived from entrance fees and annual subscriptions of members, donations, sale of club regalia and, subject to any resolution passed by the club in general meeting, such other sources as the committee determines.
      2. All money received by the club shall be deposited as soon as practicable and without deduction to the credit of the club's bank account.
      3. The club shall, as soon as practicable after receiving any money, issue an appropriate receipt.
    • Funds - Management
      1. Subject to any resolution passed by the club in general meeting, the funds of the club shall be used in pursuance of the objects of the club in such manner as the committee determines.
      2. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed in accordance with clause 8(f) hereof.
    • Common Seal
      1. The common seal of the club shall be kept in the custody of the public officer (club secretary).
      2. The common seal shall not be affixed to any instrument except by the authority of the committee and the affixing of the common seal shall be attested by the signatures of two members of the executive committee.
    • Custody of Books, etc.
      • Except as otherwise provided by these rules, the public officer shall keep in his or her custody or under his or her control all records, books and other documents relating to the club.
    • Inspection of Books, etc.
      • The records, books and other documents of the club shall be open to inspection, free of charge, by a member of the club at any reasonable hour.
    • Service of Notices
      1. For the purpose of these rules, a notice may be served by or on behalf of the club upon any member either personally or by sending it by post to the member at the member's address shown in the register of members.
      2. Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
    • Alteration of the Constitution
      • The constitution may be altered, rescinded or added to only at an annual general meeting of the club.
    • Magazine
      • The club will publish a periodical magazine and this periodical magazine will be issued at least quarterly and copies posted to the last known address of all financial members.
    Adopted at the Annual General Meeting of the Alfa Romeo Owners Club of Australia, WA Division, (Incorporated) held on 4 September 2001.