Rules of the Vintage Sports Car Club of Victoria Inc. No:  A0000458F

The Vintage Sports Car Club caters for enthusiasts interested in all aspects of Vintage and Post Vintage Thoroughbred sporting motor cars and motoring.

Activities include:

Rallies
Trials
Hill climbs
Sprints
Circuit racing
Social events
Library access

Monthly Members’ Meetings are held on the
second Friday of each month at 8.30pm at the rear of
110A Gatehouse St, Parkville

Rules of the Vintage Sports Car Club Of Victoria Incorporated 
No: A0000458F

Incorporated 20th December 1983

1.	NAME AND STATEMENT OF PURPOSES

1 (a)	The name of the incorporated association is the “Vintage Sports Car Club of Victoria Incorporated” (in these rules called "the Association").

1 (b) 	The purposes of the Association are:-

1.	To encourage and promote the sporting use of eligible motorcars made prior to 31 December 1939 and front-engined racing cars made prior to 1960 (together referred to as “eligible motor cars”).

2.	To organise, promote and conduct trials, rallies, hill climbs, sprints, circuit racing and all other forms of motor sport for eligible motor cars and for the owners and drivers of eligible motor cars.

3.	To promote and safeguard the interests of owners and drivers of eligible motor cars in relation to all regulatory authorities, including but not limited to the Confederation of Australian Motor Sport. 

4.	To promote public awareness of the heritage value of eligible motor cars.

5.	To collect, distribute and publish educational and historical information in connection with eligible motor cars and their use.

6.	To purchase, own and maintain club rooms for use by members in the course of advancing these purposes.

7.	To undertake all such activities which are necessary, incidental or conducive to the advancement of these purposes.

Solely for the purpose of furthering the purposes set out above the Association shall have power:

(a)  To indemnify any person for any loss or damage incurred as a result of having on behalf of the unincorporated association become liable to pay any amount by way of damages or otherwise.

(b)  To open and operate accounts with financial institutions;

(c)	To subscribe to, become a member of and co-operate with any other association, club or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Association provided that the Association shall not subscribe to or support with its funds any club, association or organisation which does not prohibit the distribution of its income and property among its members to any extent at least as great as that imposed on the Association under or by virtue of these rules;

(d)  To buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Association or persons frequenting the Association's premises;

(e)  To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Association. Provided that in case the Association shall take or hold any property which may be subject to any trusts the Association shall only deal with the same in such manner as is allowed by law having regard to such trusts.

(f)  To enter into any arrangements with any Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association; to obtain from any such Government or Authority any rights, privileges and concessions which the Association may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights privileges and concessions.

(g)  To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Association and to appoint agents to transact business on its behalf

(h)  To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Association's interests and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof.

(i)  To invest and deal with money of the Association not immediately required in such manner as may from time to time be thought fit.

(j)  To take, or otherwise acquire and hold shares, debentures or other securities of any company or body corporate.

(k)  To lend and advance money or give credit to any person or body corporate, to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate.

(l)   To borrow or raise money either alone or jointly with any other person or legal entity in such manner as may be thought proper and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any moneys and further advances borrowed or to be borrowed alone or with others as aforesaid by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge, lien or other security upon the whole or any part of the incorporated Association's property or assets present or future and to repurchase, redeem or pay off any such securities.

(m) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.

(n) To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association.

(o)  To take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Association’s property of whatsoever kind sold by the Association, or any money due to the Association from purchasers and others.

(p)  To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Association but subject always to the proviso in paragraph (e).

(q)  To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise.

(r)   To print and publish any newspapers, periodicals, book or leaflets that the Association may think desirable for the promotion of its objects.

(s)  To amalgamate with any one or more incorporated associations having objects altogether or in part similar to those of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as that imposed upon the Association under or by virtue of the Rules.

(t)   To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the incorporated associations with which the Association is authorised to amalgamate.

(u)  To transfer all or any part of the property, assets, liabilities and engagements of the Association to any one of the incorporated associations with which the Association is authorised to amalgamate.

(v)  To make donations for patriotic, charitable or community purposes.

(w) To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.

2.	INTERPRETATION

2.1	In these rules, unless the contrary intention appears:-

"Committee" means the Committee of Management of the Association.

“Family member” means the partner of a member or a member's child under 18 years of age, living with the member who has agreed to accept membership of the Association.

"Financial year" means the year ending on 30th June.

"General meeting" means a general meeting of members convened in accordance with the rules and includes a members general meeting, an annual general meeting, a special general meeting and a disciplinary appeal meeting.

“Junior member” means a member who is not over 25 years of age. 

 “Life member” means a member who has been granted life membership in accordance with the rules.

 “Member" includes a life member, a junior member and a family member. 

 “Temporary member” means a person who has been granted membership of the Association for a limited period, not exceeding three months.

"The Act” means the Associations Incorporation Reform Act 2012

"The Regulations" means the Regulations under the Act.

2.2	Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time.

3.	APPLICATION FOR MEMBERSHIP AND TEMPORARY MEMBERSHIP

3.1	The Committee may appoint a member of the Association to be the Membership Secretary.

3.2	The duties of the Membership Secretary shall be:
(a)	to receive applications for membership of the Association and approve applications in the circumstances set out in this rule; and

(b)	to maintain the Register of Members of the Association

3.3	Membership of the Association is open to all natural persons who own, use or are interested in vintage sports cars and post vintage thoroughbred cars.

3.4	An application for membership shall:-
(a)	be made in writing signed by the applicant;
(b)	state the category of membership sought by the applicant;
(c)	be lodged with the Membership Secretary of the Association;
(d)	be accompanied by the entrance fee and annual subscription payable in relation to the category of membership sought; 
(e)	shall state that the applicant supports the purposes of the Association and agrees to comply with these rules; and
(f)  	be in such form as the Committee may from time to time prescribe.

3.5	As soon as is practicable after the receipt of an application for membership, other than temporary membership, the Membership Secretary shall give notice of the application to the members of the Committee.

3.6	If after the expiration of 10 days from the date that the members of the Committee were given notice of the application the Membership Secretary has not received notice of an objection to the application or if prior to that date all members of the Committee have approved the application, the Membership Secretary may approve the application.

3.7	If the Membership Secretary receives an objection to an application for membership from a Committee member, the Membership Secretary shall refer the application to the Committee for consideration.

3.8	The Committee shall consider any application referred to it by the Membership Secretary as soon as practical and shall inform the Membership Secretary of its decision.  

3.9	If an application for membership, other than temporary membership, is approved and the appropriate fee has been paid, the Membership Secretary shall advise the applicant and enter the applicant’s name and details in the Register of Members as soon as practical and upon the name being so entered, the applicant shall become a member of the Association.

3.10	If an application for membership of the Association is rejected, the Membership Secretary shall advise the applicant and return the fee received in respect to the application.

3.11	The partner of a member or child of a member under 18 years of age, living with the member, may become a family member of the Association by signing the member's application for membership or renewal of membership.  No additional fee shall be payable in respect of any such family membership.

3.12	The organizers of any events conducted by the Association are authorized to grant an application for temporary membership for a period commencing 7 days before an event until 7 days after the completion of that event.  The applicant shall, upon the approval of the application and payment of any fee required to be paid, become a temporary member of the Association for the period specified in the application. 

3.13	An application for temporary membership for a period in excess of the period provided for under sub-rule 3.12 must be forwarded to the Membership Secretary.  The Committee shall consider whether to approve or reject the application and may grant the application for a period not exceeding three months and determine the fee to be paid.  Upon the Committee granting an application for temporary membership the Membership Secretary shall advise the applicant as soon as practical and upon the receipt of any fee required to be paid, the applicant shall become a temporary member of the Association.

3.14	The Committee may set the fee payable for any temporary membership granted under sub-rules 3.12 or 3.13 or waive the payment of any fee.

3.15	At the expiration of the period of temporary membership granted to an applicant under sub-rules 3.12 or 3.13, the temporary member shall cease to be a member of the Association.  

3.16	The provisions of sub-rules 4, 5, 6, 7, 8, and 9 hereof shall not apply to an applicant for temporary membership.

3.17	A right, privilege, or obligation of a person by reason of membership of the Association:-
(a)	is not capable of being transferred or transmitted to another person;
(b)	terminates upon the cessation of membership, whether by death or resignation or otherwise.

4.	LIFE MEMBERSHIP

4.1	The committee, by a unanimous vote of all members of the Committee, may grant a member life membership of the Association.

4.2	A member who has been granted life membership and the spouse or partner of that member shall be entitled to all the rights and privileges of membership of the Association for the term of the life member’s natural life, without payment of an annual subscription.

5.	RIGHTS OF MEMBERS

5.1	The rights and privileges of members other than family members and temporary members are:
(a)	to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these rules; 
(b)	to submit items of business for consideration at a general meeting; 
	(d)	to vote at all general and special meetings subject to sub-rule 17.1;
	(e)	to stand for election to the Committee; and
	(f)	to participate in all the activities organized by the Association.

5.2	The rights and privileges of family members and temporary members are:
	to participate in all the activities organized by the Association. 

5.3	The obligations and liabilities of all members of the Association are:
	(a)	to abide by the rules of the Association; and
(b)	to pay the annual subscription fee fixed by the Committee and any other financial levy that may be imposed on members by the Committee.

5.4	A right, privilege, obligation or liability of a person by reason of membership of the Association:-
(a)	is not capable of being transferred or transmitted to another person; and
(b)	terminates upon cessation of membership of the Association, whether by 	death, resignation or otherwise.

6.	ENTRANCE FEE AND ANNUAL SUBSCRIPTION

6.1	The entrance fee and annual subscription payable by each category of membership shall be determined by the Committee.

6.2	Membership fees shall be due and payable on 1 July in each year.

6.3	Upon payment of the annual subscription fee a member shall be entitled to the rights and privileges of membership until 30 June in the following year.  A person joining the Association on or after 1 January shall be entitled to the rights and privileges of membership until the following 30 June but a person joining the Association on or after 1st April in any year shall be entitled to the rights and privileges of membership until 30 June in the following year.

6.4	A member who has not paid his or her annual subscription by 31st July in any year shall cease to be a member of the Association.  

6.5	A former member may be re-admitted to membership of the Association without making an application under sub-rule 3.4, upon payment of the annual subscription for the current year before the end of the financial year in which his or her membership ceased.

7.	REGISTER OF MEMBERS

7.1	The Membership Secretary shall keep and maintain, a Register of Members of the Club containing:
(a)	the name and postal address of each member and also his or her fax, email and other electronic addresses, if provided; 
(b)	whether the member has agreed to receive notices from the Association by fax, email or some other form of electronic transmission; and
(c)	the date on which each member’s name was entered in the register.  

7.2 	Each member of the Club shall be responsible for informing the Membership Secretary in writing of any change of address or other contact details. 

8.	RESIGNATION OF MEMBER

8.1	A member of the Association who has paid all moneys due and payable to the Association may resign from the Association by first giving one (1) month’s notice in writing to the secretary of his or her intention to resign and upon the expiration of that period of notice, the member shall cease to be a member.

8.2	Upon the expiration of a notice given under sub-rule 8.1, the Membership Secretary shall make in the Register of Members an entry recording the date on which the member from whom the notice was received, ceased to be a member.

9.	DISCIPLINE OF MEMBER

9.1	Subject to these rules, if the Committee is of the opinion that a member -
(a)	has refused or neglected to comply with these rules; or
(b) 	has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association; 

the Committee may by resolution passed by an absolute majority:
(i)	reprimand the member; 
(ii)	suspend the member from membership for a specified period; 
(iii)	expel the member; or
(iv)	fine the member in accordance with the Regulations

9.2	A resolution of the Committee under sub-rule 9.1:
(a)	 does not take effect unless the Committee, at a meeting held not earlier than fourteen (14) and not later than twenty-eight (28) days after the service on the member of a notice under sub-rule 9.3, confirms the resolution in accordance with this rule; and
(b)	where the member exercises a right of appeal to the Association under this rule, does not take effect unless the Association confirms the resolution in accordance with this rule.

9.3	Where the Committee passes a resolution under sub-rule 9.1, the secretary shall, as soon as practicable, cause to be served on the member a notice in writing:
(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 fourteen (14) and not latter than twenty- eight (28) days after service of the notice;
(c)	stating the date, place and time of that meeting;
(d)	informing the member that he or she may do one or more of the following -
	(i)	attend that meeting;
(ii)	give to the Committee before the date of that meeting a written statement seeking the revocation of the resolution; or
(iii)	not later than twenty-four (24) hours before the date of the meeting, lodge with the secretary a notice to the effect that he or she wishes to appeal to the Association at a general meeting against the resolution.

9.4	At the meeting of the Committee held in accordance with sub-rule 9.2, the Committee:
(a)	shall give to the member an opportunity to be heard;
(b)	shall give due consideration to any written statement submitted by the member; and
(c)	shall by resolution determine whether to confirm or to revoke the resolution.

9.5	Where the secretary receives a notice from the member under sub-rule 9.3 (d) (iii), he or she shall notify the Committee and the Committee shall convene a general meeting of the Association to be held within twenty-one (21) days after the date on which the secretary received the notice.

9.6	At the general meeting convened under sub-rule 9.5:-
(a)	no business other than the question of the appeal shall be transacted;
(b)	the Committee must place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;
(c)	the member shall be given an opportunity to be heard; and
(d)	the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.

9.7	If at the general meeting convened under sub-rule 9.5:-
(a)	two thirds of the members vote in person in favour of the confirmation of the resolution the resolution is confirmed; and
(b)	in any other case, the resolution is revoked.

10.	GRIEVANCE PROCEDURE

10.1	The grievance procedure set out in this rule applies to disputes under these rules between-:
(a)	a member and another member; 
(b)	a member and the Committee; or
(c)	a member and the Association.

10.2	A member must not initiate a grievance procedure in relation to a matter that is the subject of a disciplinary procedure until the disciplinary procedure has been completed.

10.3	The parties to the dispute must meet and discuss the matter in dispute and if possible, resolve the dispute within fourteen (14) days after the dispute comes to the attention of all of the parties. 

10.4	If the parties are unable to resolve the dispute within 14 days, or if a party fails to attend the meeting, then the parties must, within ten (10) days:
(a)	notify the Committee of the dispute;
(b)	agree to or request the appointment of a mediator; and
(c)	attempt in good faith to settle the dispute by mediation. 

10.5	The mediator must be-
(a)	a person chosen by agreement between the parties; or
(b)	in the absence of agreement-
(i)	in the case of a dispute between a member and another member, a person appointed by the Committee; or
(ii)	in the case of a dispute between a member and the Committee or the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria.

10.6	A member of the Association can be a mediator but must not have a personal interest in the dispute or be biased in favour of or against either party. 

10.7	The mediator, in conducting the mediation, must-
(a)	give the parties to the mediation process every opportunity to be heard; 
(b)	allow due consideration by all parties of any written statement submitted by any party; and
(c)	ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

10.8	The mediator must not determine the dispute. 

10.9	If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law. 

11.	CONVENING OF ANNUAL GENERAL MEETINGS, MEMBERS GENERAL MEETINGS AND SPECIAL GENERAL MEETINGS

11.1	The secretary of the Association shall at least fourteen (14) days before the date fixed for holding the annual general meeting or a members general meeting of the Association and twenty-one (21) days in the case of a special general meeting, cause a notice to be sent to each member of the Association entitled to vote stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

11.2	A member desiring to bring any business before a meeting may give notice of that business in writing to the secretary, who shall include that business in the notice calling the next general meeting after the receipt of the notice.  

12.	NOTICES

12.1	Notice of a general meeting and any other notice required to be given to a member, by or on behalf of the Association, may be given as a separate notice or by inclusion in a newsletter:
(a)	by delivering it to the member personally; or
(b)	by posting it by pre-paid post to the address of the member appearing in the register of members; or
(c)	by sending a facsimile or other electronic transmission to the address of the member in the register of members, if the member has agreed to receive notices in that manner.

12.2	Where a document is properly addressed, postage pre-paid and posted to a member as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the member at the time at which the letter would have been delivered in the ordinary course of the post.

12.3	Where a document is properly addressed and transmitted to a member by facsimile or other electronic transmission, the document shall, unless the contrary is proved, be deemed to have been given to the member at the time at which the transmission was sent to that member.

13.	ANNUAL GENERAL MEETING

13.1	The Association shall in each calendar year convene an annual general meeting of its members.

13.2	The annual general meeting shall be held on such day as the Committee determines.

13.3	The annual general meeting shall be specified as such in the notice convening it.

13.4	The ordinary business of the annual general meeting shall be:
(a)	to confirm the minutes of the preceding annual general meeting and any special general meeting held since then;
(b)	to receive and consider a report from the Committee upon the activities of the Association during the last preceding financial year;
(c)	to receive and consider the financial statements of the Association for the preceding financial year submitted by the Committee in accordance with Part 7 of the Act; and
(d)	to elect the members of the Committee. 

13.5	The annual general meeting may consider special business of which notice has been given in accordance with these Rules and may also consider and any other business of which notice has not been given, subject to the Chairman of the meeting having the power to require that notice be given of any such business as special business in accordance these rules.  

13.6	The annual general meeting shall be in addition to any other general meetings that may be held in the same year and may be held on the same date as another general meeting.

13.7	The Committee must ensure that minutes are taken and documents kept of the annual general meeting that record:
(a)	the business considered at the meeting;
(b)	any resolution on which a vote is taken and the result of the vote;
(c)	any proxy forms received by the chairman of the meeting under rule 15;
(d)	the financial statements submitted to the members in accordance with Part 7 of the Act;
(e)	a certificate signed by two members of the Committee certifying that the financial statements give a true and fair view of the financial position and performance of the Association; and
(f)	any audited accounts and auditor’s report and any report of a review accompanying the financial statements that are required by the Act.

14.	SPECIAL GENERAL MEETINGS

14.1	All general meetings of the Association other than the annual general meeting, general meetings convened under rule 9.5 and members general meetings convened under Rule 15.1 shall be a special general meeting.

14.2	The Committee may, whenever it thinks fit, convene a special general meeting of the Association and, where but for this sub-rule, more than fifteen (15) months would lapse between annual general meetings, shall convene a special general meeting before the expiration of that period.

14.3	The Committee shall, on the requisition in writing of members representing not less than five percent (5%) of the total number of members, convene a special general meeting of the Association.

14.4	The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.

14.5	If the Committee does not cause a special general meeting to be held within one (1) month after the date on which the requisition is sent to the address of the secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three (3) months after that date.

14.6	A special general meeting convened by members in pursuance of these rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and all reasonable expense incurred in convening the meeting shall be refunded by the Association to the persons incurring the expense.

14.7	No business other than that set out in the notice convening the special general meeting shall be transacted at the meeting.

15.	MEMBERS GENERAL MEETINGS

15.1	In addition to the annual general meeting, and special general meetings the Committee may convene members general meetings at such dates, times and places as the Committee deems appropriate.  

15.2	The ordinary business of a members general meeting shall be:
(a)	to confirm the minutes of the previous members general meeting; and
(b)	to receive from the Committee reports upon the activities of the Association since the last members general meeting; 

15.3	A members general meeting may also consider any other special business of which notice has been given in accordance these rules.  

15.4	A members general meeting may also consider any other business of which notice has not been given, subject to the Chairman of the meeting having the power to require that notice be given of any such business as special business in accordance these rules.

16.	PROCEEDINGS AT MEETINGS

16.1	All business that is transacted at a special general meeting and at an annual general meeting, with the exception of those matters specially referred to in these rules as being the ordinary business of the annual general meeting, shall be deemed to be special business.

16.2	No item of business shall be transacted at a general meeting unless a quorum of members is present during the time when the meeting is considering that item.

16.3	Five (5) members who are entitled to vote personally present shall constitute a quorum for the transaction of the business of a general meeting.

16.4	(a)	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 next week at the same time and at the same place, unless another time or place is specified by the Chairman at the time of the adjournment or by written notice given to members before the day to which the meeting is adjourned.  

(b)	If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, then three members who are entitled to vote present shall be a quorum.

16.5	The President, or in his absence, the Vice-President, shall preside as Chairman at each general meeting of the Association.

16.6	If The President and the Vice-President are absent from a general meeting the members present shall elect one of their number to preside as Chairman of the meeting.

16.7	The Chairman of a general meeting at which a quorum is present may, with the consent of 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.

16.8	Where a general meeting is adjourned for 21 days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting.

16.9	Except as provided in sub-rules 16.4 and 16.8, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

17.	VOTING AT GENERAL MEETINGS

17.1	Members who have paid all moneys due to the Association, other than family members, are entitled to vote upon any resolution moved at a general meeting of the Association, and upon the election of Committee members.  All votes shall be given personally or by proxy subject to sub-rule 9.7, however a member must not act as a proxy for more than 10 members on any one occasion.

17.2	A resolution moved at a general meeting of the Association 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 Chairman that a resolution has, on the show of hands, been carried or carried unanimously or carried by a particular majority or lost and an entry to that effect in the minutes of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution.

17.3	In the case of an equality of voting on a resolution, the Chairman of the meeting is entitled to a second or casting vote.

17.4	If at a general meeting a poll on any resolution is demanded by not less than three members, it shall be taken at that meeting in such manner as the Chairman may direct and the result of the poll shall be deemed to be the vote of the meeting on that resolution.

17.5	A poll that is demanded on the election of a Chairman or an adjournment shall be taken forthwith.  A poll that is demanded on any other resolution shall be taken at such time before the close of the meeting as the Chairman may direct.

17.6	Each member shall be entitled to appoint another member as his or her 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.

17.8	The notice appointing the proxy shall be in the form set out in Appendix 1.

18.	COMMITTEE OF MANAGEMENT

18.1	The affairs of the Association shall be managed by a Committee of Management elected as provided in Rule 19.

18.2	The Committee -
(a)	shall control and manage the business and affairs of the Association;
(b)	may, subject to these rules, the Regulations and The Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these rules to be exercised by a general meeting of the members of the Association; and

(c)	subject to these rules, the Regulations and The Act, has power to perform all such acts and things as appear to the Committee to be essential or desireable for the proper management of the business and affairs of the Association.

18.3	A general meeting of members may by a special resolution direct the Committee on any matter within the Committee’s powers. 

18.4	The officers of the Association shall be:-
(a)	a President;
(b)	a Vice-President/Club Captain;
(c)	a Treasurer; and
(d)	a Secretary.

18.5	In the event of a casual vacancy in any office referred to in sub-clause 18.4, the Committee may appoint one of the Committee members to the vacant office and the member so appointed shall continue in office until the conclusion of the elections at the annual general meeting next after the date of his or her appointment.

18.6	The Committee shall consist of:-
(a)	the officers of the Association;
(b)	a Competition Secretary;
(c)	a Newsletter Editor; and
(d)	two (2) ordinary members;
each of whom shall be elected at the annual general meeting of the Association in each year.

18.7	Each member of the Committee shall hold office until the conclusion of the elections at the annual general meeting next after the date of his or her election but is eligible for re-election, save that a member may not be elected to the position of President for more than three consecutive years at a time.

19.	ELECTION OF THE COMMITTEE

19.1	A member who is entitled to vote may nominate for any position on the Committee or with his or her consent, be nominated by another member.

19.2	Nominations must be in writing and be delivered to the secretary of the Association not less than 21 days before the date fixed for the holding of the annual general meeting.

19.3	If the nominations received by the due date fill all the vacancies on the Committee, then the persons nominated for those positions shall be deemed to be elected.  

19.4	If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations may be received at the annual general meeting.

19.5	If more than one nomination is received for any position on the Committee, a ballot to determine any such contested position shall be held at the Annual General Meeting.  

19.6	The ballot for the election of the members of the Committee shall be conducted at the annual general meeting in such usual and proper manner as the Committee may direct.

19.6	A member may only nominate or be nominated for one position on the Committee prior to the Annual General Meeting, but if not elected to that position may nominate or be nominated for any other position for which an election is yet to be held.

20.	VACATION OF COMMITTEE POSITION 

20.1	The position of any member of the Committee becomes vacant if the Committee member-
(a)	resigns his position by notice in writing given to the Committee
(b)	ceases to be a member of the Association;
(c)	ceases to reside in Australia;
(d)	becomes an insolvent under administration; 
(e)	becomes a represented person within the meaning of the Guardianship and Administration Act 1986;
(f)	is removed from office by a special resolution passed at a general meeting; or
(g)	otherwise ceases to be a committee member by operation of section 78 of the Act.

20.2	(a)	In the event of a vacancy occurring in a position of one of the officers of the Association, the Committee may appoint a member of the Committee to fill the vacancy; 

 (b)	In the event of a vacancy occurring in a position on the Committee other than one of the officers of the Association, the Committee may appoint a member of the Association to fill the vacancy;  and

(c)	in either case the member so appointed shall hold office, subject to these rules, until the conclusion of the elections at the annual general meeting next following the date of his or her appointment.

20.3	If the office of secretary becomes vacant the Committee must appoint a member to that position within 14 days after the vacancy arises.  

21.	PROCEDURE OF THE COMMITTEE

21.1	The Committee shall meet at least three (3) times in each year at such place and such times as the Committee may determine.

21.2	Special meetings of the Committee may be convened by the President or by any four (4) of the members of the Committee.

21.3	Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.

21.4	Any four (4) members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

21.5	No business shall be transacted at a Committee meeting 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 shall be adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

21.6	At meetings of the Committee.-
(a)	the President or in his absence the Vice-President shall preside; or
(b)	if the President and the Vice-President are absent, one of the members of the Committee chosen by the Committee members present shall preside.

21.7	Questions arising at a meeting of the Committee shall be determined on a show of hands or, if demanded by a Committee member, by a poll taken in such a manner as the person presiding at the meeting may determine.

21.8	Each Committee member present at a meeting of the Committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

21.9	Notice shall be given by the Secretary to the members of the Committee of each Committee meeting by pre-paid post, facsimile or electronic transmission sent to the appropriate address of the member recorded in the register of members or by personal delivery or  notification, at least two business days before the meeting. 

21.10	The Committee may act notwithstanding any vacancy on the Committee.

21.11	The immediate past-president shall be entitled to attend meetings of the Committee for twelve months after ceasing to be the president but shall not be entitled to vote on any matter.

21.12	A committee member who has a material personal interest in a matter being considered at a committee meeting must disclose the nature and extent of that interest to the Committee and must not be present while the matter is being considered and must not vote on the matter.

21.13	Rule 21.12 does not apply where the material personal interest exists only because the member belongs to a class of persons for whose benefit the Association was established or the member has the interest in common with all, or a substantial proportion of, the members of the Association.

22	DUTIES OF THE COMMITTEE MEMBERS

22.1	As soon as practical after being elected or appointed to the Committee, each Committee member must become familiar with these rules and the Act;

22.2	The Committee is collectively responsible for ensuring that the Association complies with the Act and that individual members of the Committee comply with these rules;

22.3	Committee members must exercise their powers and discharge their duties with reasonable care and diligence;

22.4	Committee members must exercise their powers and discharge their duties in good faith in the best interests of the Association and for a proper purpose.

22.5	Committee members and former Committee members must not make improper use of their position or information acquired by virtue of holding their position on the Committee, so as to gain an advantage for themselves or any other person or to cause detriment to the Association.

23.	REMOVAL OF COMMITTEE MEMBERS

23.1	The Association in general meeting may, by special resolution, remove any member of the Committee before the expiration of his or her term of office and appoint another member in his or her stead to hold office until the expiration of the term of the first mentioned member.

23.2	Where a Committee member to whom a proposed resolution under sub-rule 23.1 refers makes representations in writing to the secretary or president of the Association (not exceeding a reasonable length) and requests that they be notified to the members of the Association, the secretary or the president may send a copy of the representations to each member of the Association or, if they are not so sent, the member may require that they be read out at the meeting.

24.	DUTIES OF THE SECRETARY

	The secretary of the Association must:
(a)	perform any duty or function require under the Act to be performed by the secretary of an incorporated association;
(b)	take and maintain minutes of all general meetings and Committee meetings of the Association including the resolutions considered, and the outcome thereof and the proceedings of each such meeting together with a record of the names of the persons present at Committee meetings.
(c)	ensure that the register of members is maintained;
(d)	keep custody of the common seal of the Association;
(e)	keep custody of the financial records of the Association other than the current financial year records held by the Treasurer;
(f)	subject to sub-rule 25 (h) maintain custody of all documents and securities of the Association;
(g)	subject to the Act and these rules, provide members with access to the register of members, the minutes of general meetings and other records and documents of the association;
(h)	perform any other duty or function imposed on the secretary by these rules; and
(i)	give the Registrar notice of his or her appointment within 14 days after the appointment.

25.	DUTIES OF THE TREASURER

	The Treasurer of the Association shall:-
(a)	collect and receive all moneys due to the Association and make all payments payable by the Association or authorized by the Committee; 
(b)	ensure that all moneys received are paid into a bank account of the Association promptly;
(c)	keep accurate accounts and records of the financial affairs of the Association that correctly record and explain its transactions, financial position and performance and are in accordance with the Act;
(d)	present a written report at the members general meetings detailing the income and expenditure since the previous meeting;
(e)	prepare any other financial details requested by the Committee; 
(f)	prepare any other financial report required by the Registrar of Incorporated Associations; 
(g)	present the financial report for the past year at the annual general meeting of the Association and provide copies; 
(h)	keep custody or control of all the financial records for the current financial year until the completion of the annual financial report; and 
(i)	keep custody or control of other financial records as authorized by the Committee.

26.	MANAGEMENT OF ASSOCIATION FUNDS

26.1	The income and property of the Association shall be used and applied solely in promotion of its purposes and the exercise of its powers as set out herein and no proportion thereof shall be distributed paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or amongst the members of the Association provided that:
(a)	nothing herein contained shall prevent the payment in good faith of interest to any such members in respect of moneys advanced by him or her to the Association or otherwise owing to him or her by the Association or of remuneration to any officers or servants of the Association or to any member of the Association or other person in return for any services actually rendered to the Association; and

(b)	nothing herein contained shall be construed so as to prevent the payment or repayment to any member of out-of-pocket expenses, money lent, reasonable and proper charges for goods hired by the Association or reasonable and proper rent for premises demised or let to the Association or the provision of services by a member to which he or she would be entitled if he or she were not a member.

26.2	The Association must open and maintain one or more accounts with a reputable financial institution from which all expenditure of the Association shall be made and into which all of the Association’s revenue is deposited.

26.3	All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two members of the Committee.

26.4	The Committee may authorise the Treasurer to expend funds on behalf of the Association (including by electronic funds transfer) up to a specified limit without requiring approval from the Committee for each item on which the funds are expended.

26.5	With the approval of the Committee, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.

26.6	The Association must maintain its financial records for seven years after the transactions covered by the records are completed.

27.	INSPECTION OF BOOKS AND RECORDS

27.1	Subject to sub-rule 27.2 members may on request inspect free of charge at a reasonable time, the Register of members, the Minutes of General Meetings and Committee Meetings, the Financial Records, Title Deeds, Securities and other relevant documents of the Association.  A member may make copies of any such documents or the Association may charge a reasonable fee for the provision of any such copies.  Members shall not make improper use of any information so obtained.

27.2	The Committee may require a member wishing to inspect the Committee Minutes or Financial Records to state the reason for the request and may refuse the request, or grant partial access, if it relates to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association or its members.

27.3	The Committee must on request make a copy of these rules available to members and applicants for membership free of charge.  The copy may be provided in a printed or electronic format.

28.	COMMON SEAL

28.1	The Common Seal of the Association shall be kept in the custody of the secretary.

28.2	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 Committee. 

29.	REGISTERED ADDRESS

The registered address of the Association is the address determined by a resolution of the Committee, or in the absence of a resolution, at the postal address of the Secretary

30.	ALTERATION OF RULES 

	These rules and the statement of purposes of the Association shall not be altered except by a special resolution passed by not less than 75% of the votes received at a general meeting and in accordance with the Act.

31.	WINDING UP OR CANCELLATION

31.1	The Association shall be wound up in the event that:-
(a)	a special resolution to wind up the Association is passed by not less than 75% of the votes received at a special general meeting; or
(b)	membership of the Association is less than 20 members for a period of more than twelve months.

31.2	(a)	If the Association is wound up in accordance with the provisions of the Act, and there remains after satisfaction of all its debts and liabilities any surplus funds or assets whatsoever, then subject to the Act and any court order made under section 133 of the Act, the surplus funds and assets must be given or transferred to a body or bodies having similar purposes to the Association, chosen by a special resolution of the members of the Association.

(b)	Any such body must be a not for profit body and prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Association under or by virtue of these rules.  

APPENDIX 1

FORM OF APPOINTMENT OF PROXY

I, …………………………………………………………………………………………………………………

of ………………………………………………………………………………………………………………….

being a member of The Vintage Sports Car Club Of Victoria Inc. hereby appoint 

………………………………………………………………………………………………………………….

of ………………………………………………………………………………………………………………….

being a member of that Incorporated Association, as my proxy to vote for me on my behalf at the general meeting of the Association to be held on the ………. day of ……………………..  20…… and at any adjournment of that meeting.

My proxy is authorised to vote in favour of / against (delete as appropriate) the resolution (insert details).

Signed: ……………………………………………………..,

the …………………….. day of …………………………… 20………….