Canberra and District Historic Engine Club

Club Constitution

Name

The name of the Association shall be Canberra and District Historic Engine Club.

Objects

To preserve links with our past and create greater community awareness by obtaining, restoring and displaying engines and/or machinery of historic interest.

Part I - Preliminary

Interpretation

1.

(1)

In these rules, except in so far as the context or subject matter otherwise indicates or requires - "secretary" means the person holding this office under these rules as secretary of the club;

(2)

in these rules -

a reference to a function includes a reference to a power, authority and duty; and
a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of a duty.

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Part II - Membership

Membership Qualifications

2.

A person is qualified to be a member of the club if the person -

has been nominated for membership of the club as provided by rule 3; and
has been approved for membership of the club by the committee of the club.

Nomination for Membership

3.

(1)

A nomination of a person for membership of the club

shall be made by that person in writing in the form set out in Appendix 1 to these rules; or
shall be made by a member of the club in writing in the form set out in Appendix 1 to these rules; and
shall be lodged with the secretary of the club.

(2)

As soon as practicable after receiving a nomination for membership, the secretary shall refer the nomination to the committee which shall determine whether to approve or to reject the nomination.

(3)

Where the committee determines to approve a nomination for membership, the secretary shall, as soon as practicable after that determination, notify the nominee of that approval and request the nominee to pay within the period of 28 days after receipt by the nominee of the notification the sum payable under these rules by a member as entrance fee and annual subscription.

(4)

The secretary shall, on payment by the nominee of the amounts referred to in clause (3) within the period referred to in that clause, enter the nominee's name in the register of members and, upon the name being so entered, the nominee becomes a member of the club.

Cessation of Membership

4.

A person ceases to be a member of the club if the person -

dies;
resigns that membership; or
is expelled from the club.

Membership Entitlements Not Tramsferable

5.

A right, privilege or obligation which a person has by reason of being a member of the club -

is not capable of being transferred or transmitted to another person; and
terminates upon cessation of the person's membership.

Resignation of Membership

6.

(1): A member of the club is not entitled to resign that membership except in accordance with this rule.
(2): A member of the club who has paid all amounts payable by the member to the club in respect of the members's membership may resign from membership of the club by giving notice in writing to the secretary. At the expiration of the period of the notice, the member ceases to be a member.
(3): Where a member of the club ceases to be a member pursuant to clause (2), and in every other case where a member ceases to hold membership, the secretary shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

Register of Members

7.

(1): The secretary of the club shall establish and maintain a register of members of the club specifying the name and address of each member together with the date on which the person became a member.
(2): The register of members shall be kept at the secretary's residence and shall be open for inspection by any member of the club at any reasonable hour.

Fees, Subscriptions, Etc.

8.

A member of the club shall upon admission to membership pay to the club the annual membership fee of $20 or, where some other amount is determined by the committee, that other amount -

except as provided by paragraph (b), before the lst of January in each calendar year; or
where the member becomes a member on or after the 1st of January in any calendar year, upon becoming a member and before the lst of January in each succeeding calendar year.

Members' Liabilities

9.: The liability of a member of the club to contribute towards the payment of debts and liabilities of the club or the cost, 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 as required by rule 8.

Disciplining of Members

10.

(1): Where the committee is of the opinion that a member of the club - (a) has persistently refused or neglected to comply with a provision or provisions of these rules; or (b) has persistently and wilfully acted in a manner prejudicial to the interests of the club. the committee may, by resolution - (c) expel the member from the club; or (d) suspend the member from membership of the club for a specified period.
(2): A resolution of the committee under clause (1) is of no effect unless the committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under clause (3), confirms the resolution in accordance with this rule.
(3): Where the committee passes a resolution under clause (1), the secretary shall, as soon as practicable, cause a notice in writing to be served on the member - (a) setting out the resolution of the committee and the grounds on which it is based; (b) stating that the member may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice; (c) stating the date, place and time of that meeting; and (d) informing the member that the member may do either or both of the following; - (i) attend and speak at the meeting; (ii) submit to the committee at or prior to the date of that meeting written representations relating to the resolution.
(4): At a meeting of the committee held as referred to in clause (3), the committee shall - (a) give to the member an opportunity to make oral representations; (b) give due consideration to any written representations submitted to the committee by the member at or prior to the meeting; and (c) by resolution determine whether to confirm or revoke the resolution.
(5): Where the committee confirms a resolution under clause (4), the secretary shall, within 7 days after that confirmation, by notice in writing inform the member of the fact and of the members right of appeal under rule 11.
(6): A resolution confirmed by the committee under clause (4) does not take effect - (a) 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 (b) where within that period the member exercises the right of appeal, unless and until the club confirms the resolution pursuant to rule 11(4).

Right of Appeal of Disciplined Member

11.

(1): A member may appeal to the club in general meeting against a resolution of the committee which is confirmed under rule 10(4), within 7 days after the notice of the resolution is served on the member by lodging with the secretary a notice to that effect.
(2): Upon receipt of a notice from a member under clause (1), the secretary shall notify the committee which shall convene a general meeting of the club to be held within 21 days after the date on which the secretary received the notice.
(3): At a general meeting of the club convened under clause (2). (a) no business other than the question of the appeal shall be transacted; (b) the committee and the member shall be given the opportunity to state their respective cases orally or in writing, or both; and (c) the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
(4): If at the general meeting the club passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

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Part III - The Committee

Powers, etc., of committee

12.: The committee shall be called the committee of management of the club and, subject to these rules and to any resolution passed by the club in general meeting- (a) shall control and manage the affairs of the club; (b) may exercise all such functions as may be exercised by the club other than those functions that are required by these rules to be exercised by a general meeting of members of the club; and (c) has power to perform all such acts and do all such things as appear to the committee to be necessary management of the affairs of the club.

Constitution and Membership

13.

(1): The committee shall consist of the following office-bearers of the club: (a) the president; (b) the vice-president; (c) the treasurer; and (d) the secretary. each of whom shall be elected at the annual general meeting of the club pursuant to rule 14.
(2): Each member of the committee shall, subject to these rules, hold office until the conclusion of the annual general meeting following the date of the member's election, but is eligible for re-election.
(3): In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the club to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.

Election of Members

14.

(1): Nominations of candidates for election as office-bearers of the club - (a) shall be made in writing, signed by 2 members of the club and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and (b) shall be delivered to the secretary of the club not less than 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
(2): If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
(3): If insufficient further nominations are received any vacant positions remaining on the committee shall be deemed to be casual vacancies.
(4)
(5): If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.
(6): The ballot for the election of office-bearers shall be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
(7): A nomination of a candidate for election under this clause is not valid if that candidate has been nominated for election to another office at the same election.

Secretary

15.

(1): The Secretary of the club shall, as soon as practicable after being appointed as secretary, lodge notice with the club of his or her address.
(2): It is the duty of the secretary to keep minutes of - (a) all appointments of office~bearers (b) the names of members of the committee present at a committee meeting or a general meeting; and (c) all proceedings at committee meetings and general meetings.
(3): Minutes of proceedings at a meeting shall be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

Treasurer

16.: It is the duty of the treasurer of the club to ensure that- (a) all money due to the club is collected and received and that all payments authorised by the club are made; and (b) correct books and accounts are kept showing the financial affairs of the club including full details of all receipts and expenditure connected with the activities of the club.

Casual Vacancies

17.: For the purposes of these rules, a casual vacancy in the office of a member of the committee occurs if the member- (a) dies; (b) ceases to be a member of the club; (c) resigns office by notice in writing given to the secretary; (d) is removed from office under rule 18; (e) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or (f) is absent without the consent of the committee from all meetings of the committee held during a period of 6 months./dd>

Removal of Member

18.

(1): The club in a general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member's term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
(2): Where a member of the committee to whom a proposed resolution referred to in clause (1) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the club, the secretary or the president may send a copy of the representations to each member of the club or if they are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

Meetings and Quorum

19.

(1): The committee shall meet at least 3 times in each period of 12 months at such place and time as the committee may determine.
(2): Additional meetings of the committee may be convened by the president or by any member of the committee.
(3): Oral or written notice of a meeting of the committee shall be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.
(4): Notice of a meeting given under clause (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.
(5): Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(6): No business shall be transacted by the committee unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and at the same hour of the same day in the following week.
(7): If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.
(8): At a meeting of the committee - (a) the president or, in the president's absence, the vice-president shall preside: or (b) if the president and the vice~president are absent or unwilling to act such one of the remaining members of the committee as may be chosen by the members present at the meeting shall preside.

Delegation by Committee to Sub-Committee

20.

(1): The committee may, by instrument in writing, delegate to one or more sub~committees (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 this power of delegation.
(2): 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.
(3): A delegation under this 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.
(4): Notwithstanding any delegation under this rule, the committee may continue to exercise any function delegated.
(5): 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.
(6): The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
(7): A sub-committee may meet and adjourn as it thinks proper.

Voting and Decisions

21.

(1): Questions arising at a meeting of the committee or of any sub-committee appointed by the committee shall be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.
(2): Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(3): Subject to rule 19(5), the committee may act notwithstanding any vacancy on the committee.
(4): Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.

Part IV - General Meetings

Annual General Meetings - Holding of

22.

(1): With the exception of the first annual general meeting of the association, the club shall, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the club, convene an annual general meeting of its members.
(2): The club shall hold its first annual general meeting - (a) within the period of 18 months after its incorporation under the appropriate Act; and (b) within the period of 2 months after the expiration of the first financial year of the club.

Annual General Meetings - Calling of and Business at

23.

(1): The annual general meeting of the club shall, subject to rule 22, be convened on such date and at such place and time as the committee thinks fit.
(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 - (a) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting; (b) to receive from the committee reports upon the activities of the club during the last preceding financial year (c) to elect office-bearers of the club; and
(3): An annual general meeting shall be specified as such in the notice convening it.

Special General Meetings - Calling Of

24.

(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 5 per cent of the total number of members, convene a special general meeting of the club.
(3): A requisition of members for a special general meeting (a) shall state the purpose or purposes of the meeting; (b) shall be signed by the members making the requisitions; (c) shall be lodged with the secretary; and (d) 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 1 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 3 months after that date.
(5): A special general meeting convened by a member or members as referred to in clause (4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who thereby incurs expense is entitled to be reimbursed by the club for any expense so incurred.

Notice

25.

(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 7 days before the date fixed for the holding of the general meeting, notify each member of the place, date and time of 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 14 days before the date fixed for the holding of the general meeting, notify each member in the manner provided in clause (I) specifying the intention to propose a special resolution.
(3): A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary, or may raise that business in accordance with rule (4).
(4): At each general meeting, members shall be given the opportunity to raise any matters they wish for consideration by the club.

Procedure

26.

(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 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 3) shall constitute a quorum.

Presiding Member

27.

(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 unwilling to act, the members present shall elect one of their number to preside as chairperson at the meeting.

Adjournment

28.

(1): The chairperson of a general meeting at which a quorum is present may, with the consent of the 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 14 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 (1) and (2), 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

29.

(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 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 that 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 may be demanded by the chairperson or by not less than 3 members present in person or by proxy at the meeting.
(3): Where a poll is demanded at a general meeting, the poll shall be taken - (a) immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or (b) 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 on the matter shall be deemed to be the resolution of the meeting on that matter.

Special Resolution

30.: A resolution of the club is a special resolution if - (a) it is passed by a majority which comprises not less than three quarters of such members of the club as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which not less than 21 days written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or (b) where it is made to appear to the committee that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a) - the resolution is passed in a manner specified by the Committee.

Voting

31.

(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 5 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, other than the amount of the annual subscription payable in respect of the then current year.

Appointment of Proxies

32.

(1): Each member shall be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

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Part V - Miscellaneous

Insurance

33.

(1): The club shall effect and maintain insurance as recommended by the Australian National Historical Machinery Association (ANHMA). At Appendix 2 to these rules are the safety guidelines the insurance company, engaged by the ANHMA, requires all clubs to adhere to.

Funds-Source

34.

(1): The funds of the club shall be derived from annual subscriptions of members, donations 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

35.

(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 by any 2 members of the committee, being members authorised to do so by the club.

Alteration of Objects and Rules

36.: The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the club.

Custody of books, etc.

37.: Except for records, books and other documents of a financial nature, which shall be kept by the treasurer, the secretary 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.

38.: 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

39.

(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.

Surplus Property

40.

(1): At the first general meeting of the club, the club shall pass a special resolution nominating an incorporated association as the association in which to vest its surplus property in the event of the winding up of the club.

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