CONSTITUTION   2003

(Amended 14^th May 2009)

1. NAME

The name of the club shall be Zephyr and Zodiac Owners Club of S.A. Inc. (Hereinafter called the ‘Club’).

2. OBJECTS

2.1 To encourage members to own, preserve, restore, exhibit and make use of Zephyr, Zodiac and Consul cars and all things pertaining to such vehicles, including literature, technical and historical information and to promote fellowship among its members.

2.2 To provide a meeting place.

2.3 To have interclub social activities and events incorporating the cars.

3. MEMBERSHIP

3.1 Membership of the Club shall consist of: -

3-1-1 Single members.

3-1-2 Joint membership.(2 Adults)

3-1-3 Honorary members.

3-1-4 Honorary Life members. 

3.2 Membership shall be open to any person who owns Zephyr, Zodiac and Consul vehicles.

3.3 A maximum of 10% of total membership shall be open to any person who is interested in, but does not own a Zephyr, Zodiac or Consul vehicle.

3.4 Eligibility for membership shall be decided by the Committee and confirmed by the membership at the next General Meeting, duly proposed, seconded and determined by a majority vote of financial members present.

3.5 An eligible person shall be deemed to be a member only when the correct fees are paid, including the joining fee.

3.6 The Committee may refuse any application for membership without reason.

3.7 Excluding members living outside the Adelaide metropolitan area, renewal of membership may be conditional, at the Committee’s discretion, on attendance of no fewer than 5 General Meetings or official club runs per year.

3.8 Upon approval of membership and payment of all fees, an annual membership card will be issued.

3.9 Honorary Members may be elected by a majority of members at a General Meeting for a fixed term, or an indefinite period.  Honorary Members shall not be required to pay any membership fees, nor may they hold office or vote.

3.10 Honorary Life Members: the Committee may recommend to the Annual General Meeting, the name of a member, who by outstanding service to the club, is deemed worthy of such honour.  If accepted by a majority vote at the Annual General Meeting, such Honorary Life Member shall be afforded all privileges of membership and shall not be required to pay subscriptions.

4. POWERS  As stated in part 25 of the Associations Incorporation Act 1985, plus the following:

4.1 The Club may receive and accept donations of any asset or description whatsoever.

4.2 The Club may make any donations to any other charitable or non- profit organization.

4.3 To affiliate with any body and to appoint representatives to any such body.

4.4 To produce, edit and publish information of assistance to members interested in Zephyr, Zodiac and Consul cars.

4.5 To arrange, promote and conduct outings and social interactions.

4.6 The Committee shall have the power to make and publish any by-laws, which shall not be inconsistent with the Constitution of the Club, at any time, for the better management and control of the Club,.

4.7 The Committee shall have the power to invite any person to attend committee meetings who may be of assistance to them, or for his or her advice and guidance, provided that such person shall not be entitled to vote.

4.8 The Committee may, by resolution, appoint any members as they think fit to sub-committees to organise specific clubs activities.  Any sub-committee so formed shall abide by any regulations that may be imposed.  The President (or Vice President) and Secretary shall be ex-officio members of all committees.  At the completion of duties, the sub-committee(s) shall be dissolved.

4.9 Early elections may be held if a majority of members present at a Special General Meeting convened for that purpose, so approve, provided that the number of members present at the meeting must number no less than 30% of the total number of financial members.

5. MANAGEMENT

5.1 The management of the Club shall be vested in the Committee, consisting of the following:-

5.1.1 President.

5.1.2 Vice President.

5.1.3 Secretary.

5.1.4 Treasurer.

5.1.5 Publicity Officer.

5.1.6 Editor.

5.1.7 2 Other Committee Members.

5.1.8 Public Officer. (Not usually a separate position, see 5-2-8)

5.2 DUTIES:-

5.2.1 PRESIDENT.  

Presides at all meetings of the Club and be responsible for the proper conduct of the Club’s business.  As chairman of a meeting, has a casting vote only and not a deliberative vote

5.2.2 VICE-PRESIDENT. 

Assist the President and deputise in their absence, and any other duties agreed by the Committee.

5.2.3 SECRETARY

(a) Shall be responsible for keeping records of membership.

(b) Notification of all meetings, at which accurate minutes are kept.

(c) Preparing agenda for all meetings.

(d) Carrying out directions of  the Club Committee.

5.2.4 TREASURER. 

(a) Shall be responsible for the receipt of all monies and issuing receipts for same.

(b) Paying accounts, which have been approved for payment by the Club.

(c) Keeping proper records of all receipts and payments.

(d) Submit a financial statement, which may be audited at the discretion of the

     Committee, at the Annual General Meeting.

5.2.5 PUBLICITY OFFICER.

Arrange publicity for the Club at the direction of the Committee.

5.2.6 EDITOR

Obtain and collate articles of interest to the Club and its members and publish a monthly newsletter where possible.

5.2.7 OTHER COMMITTEE MEMBERS.

May perform duties agreed by the Committee, or assist other Committee members as required.

5.2.8 PUBLIC OFFICER.

This position may be filled by a Committee member who must inform the Government “Office of Consumer and Business Affairs,” of any changes to the position of Public Officer, or a change of address of the Public Officer, and also any changes to the Club’s Constitution, within one month of any such changes.

5.3 ELECTION OF COMMITTEE

5.3.1 Nominations for the Committee shall be called for at the General Meeting immediately preceding the Annual General Meeting and shall be dated, signed by the nominator, by the seconder and be accepted by the nominee and shall be handed (or posted) so as to reach the Secretary at least 21 days before the date of Annual General Meeting.  Only financial members may participate in this procedure.

5.3.2 The Committee shall be elected at the Annual General Meeting and hold office for twelve months until the next Annual General Meeting, when they shall retire and be eligible for re-election. (Voting for the election of the Committee shall be by secret ballot.)

5.3.3         The maximum term of office for all Committee members shall be three (3) years consecutive.

5.3.4 Any vacancies at the Annual General Meeting, or occurring during the ‘year’, may be filled by a majority vote of Committee members present at a subsequent Committee Meeting and confirmed by a General Meeting.

5.3.5              Any Committee member who is absent from any 2 consecutive Committee Meetings without apology or just cause, shall be deemed to have resigned from the Committee, and shall so be advised n writing within fourteen (14) days of such by authority of the Committee. 

6. FINANCIAL – (Amended 14^th May 2009)

6.1 YEAR

The financial year of the club shall commence on the first (1^st) day of JULY every year and conclude at midnight on the thirtieth (30^th) day of JUNE next following.

6-2 MEMBERSHIP FEES

6.2.1 The Annual Subscription fee for single and joint members and Joining Fee shall be reviewed by the Committee at the Committee Meeting immediately preceding the Annual General Meeting. The Annual Subscription shall be fixed at the Annual General Meeting.

6.2.2 The Annual Subscription shall be due from the 1^st of JULY.

6.2.3 Any member remaining unfinancial as at 30^th SEPTEMBER of the new financial year shall, without a reason acceptable to the Committee, be deemed to have resigned. Any person re-joining after this period will be subject to a joining fee.

6.2.4 In the event of an application for membership being accepted during the second half of the Financial year, (from the 1^st day of JANUARY,) the subscription shall be half the annual fee.  The joining fee shall be paid in full.

6.3 ACCOUNTS OPERATION

The Club shall operate one or more accounts at any financial institution at the discretion of the Committee and approval of the Membership.  The Treasurer and one (1) of two (2) other signatories from the other Executive Committee members, namely President, Vice- President or Secretary, shall operate any account.

6.4 INCOME AND PROPERTY

All income and property of the Club however derived, shall be directed solely to the promotion of the objects of the Club and no portion thereof shall be paid directly or indirectly, by way of dividend, bonus, or otherwise, howsoever by way of profit to the members of the Club, provided that nothing herein shall prevent the payment in good faith of remuneration to any officers or servants of the Club or to any member of the Club, or any other person, in return for any services rendered. 

6.5 AUDIT

An Auditor may be appointed before each Annual General Meeting.  The Auditor shall examine all accounts, vouchers, receipt books etc and present a report of the previous years financial activities. At the discretion of the Committee, an audit may be conducted at any time.  The Auditor may be any Club member, but not a Committee member, or some other person who is not a Club member. 

7. MEETINGS

7.1 ANNUAL GENERAL MEETING

The Annual General Meeting of the club shall be held early in June of each year, or at a time and place agreed by the Committee and the following procedure shall apply:-

7.1.1 To receive apologies

7.1.2 To confirm the accuracy only of the Minutes of the previous Annual General Meeting.

7.1.3 To receive the Presidents Report.

7.1.4 To accept the Treasurers statement.

7.1.5 To accept any recommendation for Honorary Life Membership as determined previously by the Committee. 

7.1.6 To elect members for the Club Committee for the ensuing year.

7.1.7 To determine the Annual Membership fee and the joining fee for the ensuing year.

7.1.8 To transact any business of which seven (7) days notice has been given to the Secretary.

7-2 ORDINARY GENERAL MEETINGS

General Meetings of the Club shall be held monthly, except for an agreed holiday period, where ordinary business shall be conducted with the participation of the membership.

7-3 COMMITTEE MEETINGS

Committee meetings shall be held monthly, except for an agreed holiday period, to transact any business on behalf of the Club, as may be directed by the membership.

7-4 SPECIAL GENERAL MEETING

A Special General Meeting shall be convened by the Secretary upon the receipt of a written request signed by ten per-cent of financial members, or by authority of the Committee, stating the reasons for such a meeting.

7.5 NOTICE OF MEETINGS

The notice of all meetings shall be at least twenty-one (21) days, but this may be less if the Committee considers a situation an emergency.  The club newsletter may be used for such notices.

7.6 PROCEDURE  AT MEETINGS (SUBJECT TO CLAUSES  8.1/2/3 AND 9.5.) 

7.6.1 ANNUAL GENERAL MEETING: AS 7.1.

7.6.2 GENERAL AND COMMITTEE MEETINGS: The Secretary shall record ‘minutes’ as follows: Time started, Apologies, Previous Minutes, Matters arising from those minutes, Correspondence In and Out, Treasurers Report, Matters arising from that report, Reports on previous activities (optional), General Business, date and time of next meeting, time meeting closed. Each procedure shall be duly proposed and seconded and accepted by majority vote.

7-6-3 SPECIAL GENERAL MEETINGS: Only specific business, for which the meeting has been called for, as notified by the Secretary, shall be conducted.

8. QUORUMS

8.1 The quorum necessary at General Meetings, Special Meetings and Annual General Meetings shall be one quarter (1/4) of financial members. ( Except at a meeting to change the Constitution, see 8.3.)  

8.2 The quorum necessary at any Committee Meeting shall be not less than four (4) of the total Committee, two (2) of whom must be executive members.

8.3 The quorum necessary for a change to the Constitution shall be one quarter (1/4) of the Club’s financial members, to vote in person, or by proxy, at the meeting.

9. VOTING

9.1 Only financial members as set out in clause three (3) shall be entitled to vote.  Wives/partners of members, as in clauses 3.1.2/3/4 shall have a separate vote, if financial. Children shall not have a vote, unless financial as a separate member. 

9.2 The approval of the majority of members present and eligible to vote shall be necessary to transact any item of ordinary business at a General Meeting.

9.3 Voting shall be by show of hands, but a secret ballot shall be held if the majority is in favour.

9.4 Voting for the Committee shall be by secret ballot.

9.5 The Chairperson of any meeting shall not propose or second a motion and shall have a casting vote only.  The Chairperson should maintain the ‘status quo.’

9.6 Proxy votes shall be allowed, as directed by the Committee to suit the situation.

10. RETURNING OFFICER

The Club shall appoint a Returning Officer to conduct the election of a new Committee at the Annual General Meeting.  The person shall prepare ballot papers (if required.)  The Returning Officer should preferably not be a person retiring from, or nominating for a Committee position. 

11. SEAL HOLDERS

11.1 The Club shall have a Common Seal held by the Secretary.

11.2 The Seal shall be affixed to all official documents of the Club in the presence of and signed by, any two Seal Holders, namely President, Vice President, Secretary or Treasurer.

12. EXPULSION

If the conduct of a member shall, in the opinion of the Committee, be injurious to the character or interest of the Club, the member shall be invited to the Committee Meeting, where the member shall have the opportunity of explaining their conduct, or to resign.  If a majority of the Committee votes for their expulsion, such member shall be deemed to be expelled, provided that such member may apply for re-instatement, to the next General Meeting of the Club.  If the expulsion is not confirmed by a majority vote by secret ballot, then the member shall be re-instated.

13. AMENDMENT TO THE CONSTITUTION

This Constitution may be amended or completely changed at an Annual General Meeting or a Special General Meeting convened for the purpose, subject to clauses 7.4, 7.5, 8.3 and decided by a majority vote.

14. DISSOLUTION The club shall be dissolved by a special resolution, as required by the Act. (Not less

                than three quarters of such members of the club as, being entitled to do so, vote in person or,

                by proxy, at the meeting.) See also 7-4, 7-5, 9.

The Club shall be dissolved in the event of the Membership being less than ten (10) persons, or upon the vote of a majority of the members present at a Special Meeting convened to consider such a question.  Upon dissolution, assets and funds on hand may, after payment of all expenses and liabilities, be handed over to such other club or similar association having objects as stated in clause 2-1 of this Constitution, or such registered charity as a majority of the members may decide.

15. RESPONSIBILITY

The Club takes no responsibility whatsoever for any injuries inflicted to, or received by, any person or persons whilst at, or in travelling to and from any meeting or social event which the Club has organised.  Damage to any motor vehicle whatsoever is the sole responsibility of owner and/or driver.

This Constitution was approved by the members present and voting by proxy, at a Special General Meeting called for this purpose on 4^th November 2003.

PRESIDENT: Ashley Hobson Signed……………………SECRETARY: Terence J Meads Signed…………………. 

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ZEPHYR AND ZODIAC OWNERS CLUB OF SA INC

RULES/BYLAWS

1. The Committee reserves the right to refuse any visitor or visitors, entry to the Clubrooms and can, at any time, request any person or persons to leave the Clubrooms.

• Under no circumstances whatsoever is there to be any excessive noise made whilst arriving at, or leaving any meetings or social functions.
• Any discredit brought upon the Club by any member or members during a Club activity may be subject to disciplinary action imposed by the committee. (See clause 12 of the Constitution.)
• When arriving at the Clubrooms after any rain, and intending to park on the grass, members must ascertain, preferably from a Committee member, whether their vehicle will damage any areas before driving onto them. 
• Members are requested to help set-up and pack away, any items required at a meeting or social function. 
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