The club shall be called The Norwood Cycling Club Inc. hereinafter referred to as “the club”.
“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.
The club shall be affiliated with Cycling Australia (CA) and the South Australian Cycling Federation (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.
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 Committ
5. 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;
- 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.
- 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 or if only club membership is sought, using the prescribed club form. Registration of new members shall initially be recognised by the membership officer with full membership pending endorsement or otherwise at the regular monthly meetin
- 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.
The Club shall select one or two patrons at the Annual General Meeting as the meeting deems fit.
8. Management of the Club
The Management Committee shall consist of:
- The three Trustees
- Club Captain
- Social Officer
- Property Officer
- Membership 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 Committ
- 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
- disqualified by the Act;
- expelled under these rules;
- 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 Committ
- 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 perio 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 letter, circular or 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.
- The President shall:
- Be elected at the AGM in each odd numbered year 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 meetin
- Give all members present a reasonable opportunity of speaking, but ensure that no member speaks for an undue length of time or is unnecessarily repetit
- Terminate any discussion that is not, at the time, relevant to the business before the meetin
- Determine that the minutes of each meeting are correct, and confirm by signing them correct.
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-Presidents 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.
- 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 meetin
- 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 and produce them as require
- 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
- 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 ban
- 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:
- Particulars of receipts and expenditure
- Amounts owing by the club together with accounts thereof
- Amounts of funds available substantiated by presentation of current bank statements.
- Ensure that all withdrawals from the bank accounts of the club shall be signed by any two of: 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.
- The Club Captain or in his absence the Vice Club captain shall be the racing members’ representative on the Executive Committee and at all meetings. He may call riders’ meetings when necessary. He shall whenever possible be the captain of the club team in inter-club competitions. He shall report to the regular monthly meeting the result of all competitive events held by the club
- 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
- The AGM shall be held by the end of May 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 pre-paid post, email or facsimile
10.6. Procedure at meeting
- All Executive Committee meetings will be formally conducted, and attend to the following:
- Acceptance of previous minutes
- Outstanding business
- Correspondence in and out
- Reports from each Executive Committee member
- Election of officers for the twelve months immediately following the AGM
- General business
- All voting, concerning any matter, shall be by a show of hands, except in the case where at least 5 members require 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.
- No proxy voting will be recognised.
- 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 fin
- 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 clu 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 general meeting against the expulsion. The intention to appeal shall be communicated to the secretary or public officer of the club within 14 days after the determination of the Executive Committee has been communicated to a 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 uph
12. No Confidence Motion
The club shall be empowered to enforce a vote of no confidence.
13. 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 Committ 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 from time to time.
- 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 on by cheque by the president, vice president, treasurer or secretary. (see section 8.13.6) Two (2) signatures are necessary. Direct debits can be established with approval at an Executive Committee meetin Additional accounts may be held in the name of the club 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.
14. Procedure for Election of officers at Annual General Meeting
- The annual general meeting of the club shall be held during the month of May, on a date as decided by the Executive Committe
- Candidates for all offices shall be nominated at the regular monthly meeting preceding the annual general meeting, such nominations to be signed by the nominee. All applications for office to be on the prescribed form. Should no nomination be received for any office, that position may be nominated at the annual general meetin
- Any financial member who has held membership for a period greater than one year may seek election to any of the offices of the clu
- Exemption from the one year minimum may be granted by a majority of the outgoing trustees.
15. 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. Twenty one (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.
16. Dissolution of the Club
- 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.
- 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.
17. Income & Property
The income and property of the club whenever derived shall be applied solely towards the promotion of the objects of the club and 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 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 let to the club by any member of the club or the payment of any prize money to any competitor for racing results or consistency award placing.
18. 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.
19. 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.
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.