Club Constitution

NORWOOD CYCLING CLUB (NCC) CLUB CONSTITUTION (2018)

  1. Name

The club shall be called The Norwood Cycling Club Inc. hereinafter referred to as “the

club” or “NCC”.

  1. Definitions

“the Act” means the Associations Incorporation Act 1985, SA. “AGM” means the

Annual General Meeting of the club. “Executive” shall consist of the President,

Secretary, and Treasurer.

“Executive Committee” means the committee of management of the club.

“general meeting” means a general meeting of members of the club convened in

accordance with these Rules.

“member” means a member of the club. “month” shall mean a calendar month.

“Regulations” means the Associations Incorporation Regulations, 1993, SA. “special

resolution” means a special resolution defined in the Act.

  1. Affiliation

The club shall be affiliated with Cycling Australia (CA) and Cycling South Australia

(CSA) and any other association which the Executive Committee or the club in general

meeting shall deem advantageous to the club in meeting its objectives and may

disaffiliate itself from any such association.

  1. Objects

The objects of the club shall be:

  • to promote and encourage members in the recreation and sport of cycling;
  • to promote cycling as a popular recreation activity and sport throughout the general

community;

  • to do all other lawful things as are incidental or conducive to the attainment of the

club’s objects and the exercise of its powers;

  • to manage the fiduciary affairs to ensure the longevity of the club; and
  • to apply appropriate surplus funds derived from activities in ways appropriate for a

not-for-profit organisation as approved by the Executive Committee.

  1. Powers of The Club

The Club shall have:

  • all the powers conferred by section 25 of the Act.
  • the legal capacities, rights, powers and privileges of a natural person (subject to

any limitations imposed by the Act);

  • without limiting clauses 5.1 and 2, power to:
  • acquire, hold, deal with and dispose of any real or personal property;
  • open and operate bank accounts;
  • administer property on trust; and
  • invest its money in any security in which trust moneys may by Act of Parliament

be invested; or

  • in any other manner authorised by these Rules;

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  • borrow money upon such terms and conditions as the Executive Committee

thinks fit and to secure repayment thereof by charging the club’s property;

  • appoint agents or contractors to transact any business of the club on its behalf

and to pay those agents or contractors from club funds;

  • give such security for the discharge of liabilities incurred by the club as it thinks

fit; and

  • enter into any other contract or anything else it considers necessary or

desirable to carry into effect the club’s objects.

  1. Membership
  • The club shall consist of a patron, President, Vice Presidents (not more than three),

Secretary, Treasurer, life members, trustees and ordinary club members.

  • New members may apply for membership by the CA prescribed method online at

http://www.membership.cycling.org.au/. Registration of new members shall initially

be recognised by the Membership Officer with full membership pending

endorsement or otherwise at the regular monthly meeting.

  • Life Membership

A member may be elected a life member of the club at the annual general meeting in

recognition of valuable services rendered to the club. Such life membership shall be

proposed by notice of motion at the regular monthly meeting preceding the annual

general meeting. No more than two (2) life members shall be elected in any one year.

Life Members shall have voting rights.

  • Honorary Membership

A member may be elected an honorary member of the club at the annual general

meeting in recognition of valuable services rendered to the club. Such membership

shall be proposed by notice of motion at the regular monthly meeting preceding the

annual general meeting. No more than two (2) honorary members shall be elected in

any one year.

Honorary members shall be appointed for a period of time determined by the Executive

Committee and shall be entitled to all privileges of club membership other than the

right to vote or hold office.

  • Resignation and/or transfer of Members

Any member wishing to resign or transfer from the club shall notify the Secretary in

writing of such intention. Members will be held responsible for the payment of

subscriptions or other outstanding monies where applicable until such resignation or

transfer shall have been accepted by the club.

  • Expulsion of Members

The Executive Committee shall be empowered to expel, fine or suspend any members

who shall have been guilty of any improper conduct or considered to discredit the club.

The Executive Committee shall be empowered to revoke life membership of any

members who shall have been guilty of any improper conduct or considered to

discredit the club.

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  1. Patrons

The Club shall select one or two patrons at the Annual General Meeting as the meeting

deems fit.

  1. Management of the Club

The Management Committee shall consist of:

  • President
  • Vice-President(s)
  • Secretary
  • Treasurer
  • Trustees
  • Club Captain
  • Coach
  • Race Secretary
  • Handicapper
  • Membership Officer
  • Property Officer
  • Social Officer
  • Media Officer

Other than the President and the two continuing Trustees, the Executive Committee

shall be elected annually at the AGM.

  • The President shall have a casting vote on the Executive Committee
  • The Executive is authorised to settle any urgent or unforeseen business as may

occur from time to time subject to such ratification as may be necessary by the

Executive Committee at its next meeting

  • Should a vacancy occur in the Executive Committee during the course of the club’s

year the Executive of the club shall appoint a suitable person to fill the vacancy.

Any person so appointed shall only hold office until the next annual general

meeting after their appointment

  • Any member of the Executive Committee who fails to attend three consecutive

meetings without apology, proper reason or leave from the Executive Committee

or is:

  1. disqualified by the Act;
  2. expelled under these rules;
  3. permanently incapacitated by ill health;

shall automatically cease to be a member of the Executive Committee.

Powers of the Executive Committee

  • Subject to clause 9, the Executive Committee shall have full power and authority

to carry into effect all the business of the club and shall have all the power

contained in Section 25 of the Act. The Executive Committee may delegate any of

its authority to sub-committees from time to time provided any such delegation is

not contrary to the provision of this constitution. Any sub-committee so appointed

shall at all times be and remain subject to the overriding authority and control of

the Executive Committee.

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President

The President shall:

  • Be elected at the AGM and shall hold office for two years.
  • Preside as a chairperson at all general meetings, Executive Committee

meetings and meetings of the Executive but may delegate to one of the Vice

Presidents. In the absence of the President, a Vice-President or in their

absence one (1) of the Executive Committee shall be elected chairperson.

  • Ensure that the required quorum is present at all times.
  • Conduct the meeting in accordance with the constitution and by- laws.
  • In addressing the meeting be impartial and brief in remarks.
  • Preserve order, and for that purpose may instruct any persons to withdraw, or

to refrain from speaking, or may adjourn the meeting

  • Give all members present a reasonable opportunity of speaking, but ensure

that no member speaks for an undue length of time or is unnecessarily

repetition

  • Terminate any discussion that is not, at the time, relevant to the business before

the meeting

  • Determine that the minutes of each meeting are correct, and confirm by voting

at the subsequent meeting.

Vice-Presidents (not more than 3)

The Vice-Presidents shall:

  • At least one and not more than three Vice-Presidents shall be elected for one

year at each AGM. The Vice-President shall assist the other officers as

required.

  • Should the President be temporarily unable for any cause to fulfil all or any of

her/his duties, the Executive Committee shall appoint a Vice-President to act

on behalf of the President.

Secretary

The Secretary shall:

  • Be elected for one year at each AGM.
  • Attend all general meetings, Executive Committee meetings and meetings of

the Executive and carry out all directions given at any such meetings.

  • Attend to all clerical work of the club, assisted by such persons as the Executive

Committee may appoint.

  • Receive all letters and correspondence addressed to the club and submit the

same at the next Executive Committee meeting.

  • Keep a written record of all by-laws and rescissions, alterations or amendments

thereto, including the date on which they came into force, and advise members

of additions and alterations thereto as required by the constitution.

  • Keep in proper files all club records and reports of sub-committees.
  • Keep the books containing the minutes or records of proceedings of all

meetings of the club and of its Executive Committee.

  • Have power to call a special general meeting if the need arises.
  • Obtain a direction from the Executive Committee before disposing of any club

property or records.

  • Carry out all such other duties as may be required under the constitution and

by-laws.

  • Give notice of any meetings as set out in Section 1.

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Treasurer

The Treasurer shall:

  • Be elected for one year at each AGM.
  • Be responsible (assisted by such persons as the Executive Committee may

appoint) for the receipt of all moneys due to the club and to deposit such

moneys without undue delay to the credit of the club account at a bank.

  • Be responsible directly or indirectly for the issuing of official numbered receipts

for all moneys received.

  • Obtain adequate receipts or vouchers for all payments.
  • Keep proper books and accounts and submit to each meeting of the club, a

comprehensive report of the duties performed since the date of her/his last

report, which shall contain:

  1. Particulars of receipts and expenditure
  2. Amounts owing by the club together with accounts thereof.
  3. Amounts of funds available substantiated by presentation of current bank

statements.

  • Ensure that all withdrawals from the bank accounts of the club shall be

approved by any two of the appointed club signatories: President, vice-

President, Secretary, Treasurer.

  • Prepare an annual statement of receipts and expenditure and submit same duly

audited to the AGM and attach an original copy thereof the minute book next to

the AGM at which they were present.

  • Be entitled to attend, ex-officio, and receive a copy of the minutes of meetings

of any sub-committee which may be dealing with matters involving the

expenditure of the club’s funds.

  • Attend to insurance of property as required and give adequate notice to the

Executive Committee of dates upon which the renewal of current policies may

be required.

Trustees

  • The club shall elect three trustees, who must have held office on the

Management Committee for a period of at least one year, such election to be

for a period of three years or less to ensure one trustee is to be elected at each

AGM. They shall be eligible for re-election for a further period. Before any club

property, equipment etc. is sold, investments are realised, or otherwise

disposed of, if in excess of five thousand dollars ($5,000) shall firstly be

approved by a majority of the trustees and if approved a special meeting of all

club members shall be called by email from the Secretary at least fourteen (14)

days prior to such meeting, setting out proposed details of such sale or

disposal. The meeting shall have the right to confirm or disagree with such sale

or disposal. If the proposal to sell or otherwise dispose of the property,

equipment etc. is approved by a majority of the members present at such

meeting, the matter of sale or disposal shall be placed in the hands of the

trustees to obtain the best financial result to the club.

Club Captain

  • The Club Captain, or in his/her absence a Club Vice-Captain nominated by the

Executive, shall be the racing members’ representative on the Executive

Committee and at all meetings. He/she may call riders’ meetings when

necessary. He/she shall whenever possible be the captain of the club team in

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inter-club competitions CSA affiliated events. He shall report to the regular

monthly meeting the result of all competitive events held by the club.

Coach

  • The Club Coach is directly responsible to the NCC President, the committee

and the NCC members. His/her responsibilities and duties are to establish

training plans and individual target setting for riders including life style tips for

cyclists and sourcing the right equipment. He/she will promote cycling as a sport

and a wider lifestyle choice within the community. Their required knowledge

and skills include NCAS Level 1 Road & Track, be an experienced competitive

cyclist and have an enthusiasm for the sport and a desire to help other NCC

members succeed.

Race Secretary

  • The Race Secretary is responsible for ensuring the administration of individual

events is effectively performed. Directly responsible to the NCC President and

the members, his/her responsibilities and duties include ensuring the return of

official sign on forms for all competitions run by the club, facilitate rider sign-on

and presentations, report to the President, Secretary, or Commissaire any

issues arising, and notify the appropriate authorities (Council, DPTI) of any

bookings or issues arising with regards to road circuits when used. He/she will

consult with the Membership Officer, conduct an evaluation after all events and

report to the club committee, and with the help of all committee members, assist

in the running of events. Ideally the Race Secretary is someone who is

knowledgeable about cycling and understands cycle racing and able to identify,

evaluate and manage risk.

Handicapper

  • The Club Handicapper is responsible for ensuring the correct grading of

members in all Club Events and all Open Club Events. He/she is directly

responsible to the President of the NCC, the committee and the members. They

are responsible for ensuring members race in the appropriate grades

consummate with their Cycling skill levels. They are responsible for completing

the handicap times for handicap races, and need to ensure grading of members

is regularly reviewed and promulgated to the membership through the Club

website. The Club Handicapper is someone who has well developed

experience and knowledge of all aspects of Club and ‘Open’ event Racing.

They must have the ability to communicate handicapping decisions to members

and be impartial at all times.

Membership Officer

  • The NCC Membership Officer is responsible for the registration of all NCC

members and the maintenance of the membership database. Directly

responsible to the President of the NCC and the members the Membership

Officer is required to keep a register of the members of the club, sight all

transfers of members from other clubs and adjust the register accordingly,

examine and check with the register all entries for club competitions, and pass

membership information on to the media, Race Director, commissaire,

President and Secretary whilst maintaining confidentiality. They are required to

ensure privacy legislation is upheld in the collection and dissemination of

personal information, inform potential/re-signing members of all membership

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options available and allow them to make an informed choice, provide regular

updates on the state of membership including attrition data, maintain contact

with the membership and develop ideas for expanding membership within the

club, and develop and implement membership surveys.

Property Officer

  • The NCC Property Officer is responsible for managing the NCC assets

(building, equipment, van, etc). He/she is directly responsible to the NCC

President and the members. Their responsibilities and duties as the Property

Officer include, establishing and maintaining an assets register, work in

conjunction with the Treasurer to ensure all assets are effectively insured,

coordinate the maintenance of the NCC assets, coordinate the use of

equipment and facilities by club members and third party groups, plan and

follow a budget for the maintenance of equipment and facilities, conduct risk

management evaluations on club assets (insurance, theft, hazards, damage)

and propose strategies/plans for dealing with identified risk. They are required

to liaise with other relevant committee members regarding NCC equipment and

facility needs, make recommendations to the committee and organise their

acquisition through following committee procedures. They should ensure

private contractors or third parties working on or with NCC facilities comply with

risk management practices (insured, qualified, safe).

Social Officer

  • The Social Officer is responsible for coordinating and organizing social

activities, with the aim of creating a friendly atmosphere, in order to maintain

involvement and attract new members. He/she is directly responsible to the

NCC President and the members. Their responsibilities include, organizing

social events, such as dinners and end of season presentations. Ensuring that

arrangements are communicated to the membership and where applicable

other persons who may wish to attend NCC social events. Arrange a suitable

venue to cater for the entire clientele of the club. Liaise with the Treasurer

regarding expenditure/profit and ensuring that money is paid into the correct

account. Liaise with the Membership Officer to identify new members.

Media Officer

  • The NCC Media Officer is responsible for ensuring that the club and its

sponsors receive the widest possible media coverage and is directly

responsible to the NCC President, management committee, and the NCC

members. The duties of the Media Officer include, the development and

implementation of a public relations plan that will better market and promote

the club. They should write and issue regular media releases concerning

upcoming events, interesting personalities and club activities and

achievements. He/she is required to act as a liaison officer for the media at all

club events and functions. Develop and maintain a close working relationship

with all local media personnel, constantly promote the positive aspects of the

club’s activities, highlighting at all times the club’s support of the StarClubs

Program. They are required to keep the Secretary and Committee informed of

any media activities, assist with obtaining sponsorship for the club, develop

programs for the recruitment and retention of financial supporters of the club,

arrange for sponsor’s advertising in the club’s event program, and create a

positive general public awareness of the club and all its activities.

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  1. Quorum
  • For the purpose of carrying into effect any business a quorum shall consist of:
  • The Executive Committee – 5
  • AGM or Special meeting – 10 including 3 Executive Committee officers
  1. Meetings
  • The AGM shall be held by the end of July each year with voting restricted to

financial and life members being members over the age of 18 years and all

members must be notified of the attendance details at least 21 days prior.

  • Special Meetings;
  • These meetings can be called by any 7 ordinary/life members or any members

of the Executive Committee

  • Any Special meeting called must be accompanied by written advice stating the

names of the members seeking the special meeting and the nature of the

business proposed.

  • All meetings called within the rules must be notified to all members no later than

21 days prior.

  • The Executive Committee shall meet monthly throughout the year and at other

times as decided by the Executive Committee

  • The Executive shall meet as the need arises.
  • Written Notice of the AGM or Special Meetings can be via post or email

10.1. Procedure at meetings

  • All Executive Committee meetings will be formally conducted, and attend to the

following:

  1. Acceptance of previous minutes
  2. Outstanding business
  3. Correspondence in and out
  4. Reports from each Executive Committee member
  5. Election of officers for the twelve months immediately following the AGM
  6. General business

10.2. Voting

  • All voting, concerning any matter, shall be by a show of hands, except in the

case where a member requires secrecy. The chairperson may decide the

manner in which the secrecy of voting can be provided.

  • Rescinding of Resolutions or Alteration to Constitution
  • No motion that seeks to alter the effect of resolutions previously passed or

seeks to alter the rules of the club shall be entertained, unless the motion has

been provided to the Secretary and written notice of a special general meeting

is given to all members in accordance with clause 8.12.11 at least 21 days prior

to the meeting in question. Any such motion shall only be passed by a special

resolution.

  • The chairperson shall have the same voting rights as other members except

the President shall also have a casting vote on the Executive Committee in the

event of a deadlock in accordance with clause 8.2.

  • Voting during the course of an AGM shall be conducted by anonymous ballot.
  • No proxy voting will be recognised.

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  1. Discipline
  • The Executive Committee shall have power to settle any disputes arising within

the club on an internal club matter or to discipline any member who is in breach

of the rules or guilty of unreasonable or unseemly behaviour whilst engaged in

any club activity. Any person so disciplined shall have the right to be heard by

the Executive Committee whose decision shall be final.

  • Subject to giving a member an opportunity to be heard or to make a written

submission, the Executive Committee may resolve to expel a member upon a

charge of misconduct detrimental to the interests of the club Particulars of the

charge shall be communicated to the member at least 14 days before the

meeting of the Executive Committee at which the matter will be determined.

  • The determination of the Executive Committee shall be communicated to the

member and in the event of an adverse determination the member shall subject

to clause 11.4 cease to be a member 14 days after the Executive Committee

has communicated its determination to the member.

  • It shall be open to a member to appeal to the club in a general meeting against

the expulsion. The intention to appeal shall be communicated to all members

of the Executive Committee within 14 days after the determination of the

Executive Committee has been communicated to the member.

  • In the event of an appeal under clause 11.4 the appellant’s membership of the

club shall not be terminated unless the determination of the Executive

Committee to expel the member is upheld by the members of the club in general

meeting after the appellant has been heard, and in such event membership will

be terminated at the date of the general meeting at which the determination of

the Executive Committee is upheld.

  1. No Confidence Motion

The club shall be empowered to enforce a vote of no confidence.

  1. Finances of Club
  • The accounts of the club shall be audited by an auditor appointed by the AGM

in each preceding year. Such audit to be carried out as soon as possible after

the end of each financial year being prior to the AGM at which they are to be

submitted with a report. The financial year of the club shall end on 31 March in

each year.

  • Annual fees for membership of the club shall be set by the Executive

Committee. The time for and manner of payment of the annual subscription (if

any) and fees payable to the club shall be as determined by the Executive

Committee.

  • The funds of the club shall be held in an account opened in the name of the

club and all moneys received shall be paid into this account. Payments of

expenses for management of the club and conducting racing shall be drawn

from this account. The account shall be operated by the President, Vice

President, Treasurer or Secretary. (see section 8.13.6) Additional to the

President, Secretary, Vice President(s) and Treasurer, the Trustees of the Club

are to be signatories to the Term-deposits and that with any transfer out of a

Term-deposit, at least one of the Trustees is to be one of the signatories

authorising the withdrawal. Two (2) signatories are necessary to approve a

transaction. Direct debits can be established with approval at an Executive

Committee meeting. Additional accounts may be held in the name of the club

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where a specific purpose has been identified. Transactions through the specific

account must always be in relation to the specified purpose.

  • No club member shall intentionally seek financial or material reward from any

source, as a result of service to the aims and interests of the club, unless the

Executive Committee so specifically indicate approval of the practice and the

details. Such reward to an individual can only be derived directly from a sponsor

of a specific and singular competition activity.

  • Any member will be reimbursed for costs incurred in the execution of club

business, provided that:

  • Valid receipts are supplied to the Treasurer
  • The expenditure incurred is done with the prior approval of the Treasurer.
  1. Procedure for Election of officers at Annual General Meeting
  • The annual general meeting of the club shall be held before the end of July, on

a date as decided by the Executive Committee.

  • Candidates for all offices shall be nominated at the regular monthly meeting

preceding the annual general meeting, with such nominations to be signed by

the nominee, with all applications for office to be on the prescribed form

provided by the Club Secretary. Should no nomination be received for any

office, that position may be nominated at the annual general meeting.

  • Any financial member who has held membership for a period greater than one

year may seek election to any of the offices of the club.

  • Exemption from the one year minimum may be granted by a majority of the

trustees.

  1. Alteration to Constitution

No alteration shall be made to this constitution unless by a special resolution of the

members present at the AGM or any special meeting called for the purpose. Twentyone

(21) days written notice of any such special meeting shall be given by the

Secretary to the members prior to such meeting, such notice to contain the reasons

for the meeting being called and setting out the amendments for which approval is

sought.

  1. Dissolution of the Club

o The members may by resolution passed by a majority of four-fifths of the

members present at any AGM or special general meeting called for the purpose

to resolve to dissolve the club or amalgamate it with any other cycling

associations or clubs within South Australia which such resolution shall decide.

o In the case of dissolution, the moneys and funds remaining to the credit of the

club after payment of all its debts and liabilities shall be divided amongst other

cycling associations or clubs within South Australia, as the members present at

such meeting shall by simple majority deem fit and proper.

  1. Income & Property

The income and property of the club however derived shall be applied solely towards

the promotion of the objects of the club. No portion thereof shall be paid or transferred

directly or indirectly by way of dividend or bonus or otherwise howsoever by way of

profit to the members or relatives of members of the club. This is provided that nothing

therein shall prevent this payment in good faith or remuneration to any officer or

servant of the club or to any member of the club in return for any services actually

rendered to the club or reasonable and proper rent for premises left to the club by any

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member of the club or the payment of any prize money to any competitor for racing

results or consistency award placing.

  1. Legal Action

No member or past member shall be entitled to bring any legal action of any kind

whatsoever against the club or any officers of the club or members of the club, for or

in respect of anything done in accordance with the Rules of The Norwood Cycling Club

Inc. or in connection with any cause of action arising directly or indirectly out of or

during or in connection with such member’s membership past or present of the club.

  1. Public Officer

The club shall from time to time appoint a public officer in accordance with the

requirements of the Act. The public officer shall not hold such office whilst also holding

the office of auditor.

  1. By-Laws

The Executive Committee is empowered to make, repeal, and amend by-laws as may

from time to time be considered necessary for the wellbeing of the club but which are

not inconsistent with these rules.

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