Adelaide Touring Cyclists Incorporated
Rules September 2007 with Amendments
1. Name
1.1 The name of the Association shall be Adelaide Touring Cyclists Incorporated, hereinafter referred to as the association.
2. Definitions
2.1 “committee” means the committee of management of the association as defined in clause 5 of this constitution.
2.2 “general meeting” means a general meeting of members of the association convened in accordance with this constitution.
2.3 “member” means a member of the association as defined in clause 4 of this constitution.
2.4 “the Act” means the Associations Incorporation Act 1985.
2.5 “special resolution” means a special resolution defined in the Act.
2.6 “ordinary resolution” means a resolution passed by a simple majority at a general meeting.
2.7 “month” shall mean a calendar month.
3. Objectives and Powers
3.1 The association shall be non-party political, non-sectarian and non-profit making.
3.2 The association shall have the following objectives:
3.2.1 To promote and encourage bicycle touring, bicycle events and other cycling activities;
3.2.2 To promote and encourage cycling for recreation and pleasure;
3.2.3 To promote and encourage cycling as a viable transport mode.
3.3 The association shall have all the powers conferred by section 25 of the Act.
4. Membership
4.1 There shall be one class of member which shall be known as a “riding member”.
4.2 Any natural person who supports the objectives of the association and who undertakes to be bound by its rules and constitution may apply for membership of the association. Any person who applies for membership of the association shall be proposed by one member and seconded by another member.
4.3 The application for membership shall be made in writing and signed by the applicant. All applications for membership of the association and shall be accompanied by the prescribed membership fee.
4.4
4.5 The committee shall have the right to accept or reject any application for membership without being required to give any reasons for its decisions.
4.6 The annual membership subscription shall be such sum as the members shall from time to time determine at a general meeting of the association.
4.7 Members of the association who have not paid or renewed their membership shall be declared unfinancial and will be ineligible to vote at meetings of the association or to stand for any office of the association.
4.8 At any general meeting of the association, members present may decide not to accept the renewal of the membership of any member. Any members subject to a motion under this clause shall be given one month’s notice of the motion and shall have the right to be heard at that general meeting. Any adverse determination shall be communicated in writing to the member and his membership shall cease 14 days after communication of the decision in writing.
4.9 At any annual general meeting the members of the association may elect to Honorary Life Membership of the association any person who in their opinion has rendered exceptional service to the promotion and/or interests of the association. Nominations for Honorary Life Membership must be signed by at least five financial members of the association and be submitted to the Secretary/Treasurer of the association at least one month prior to the date of the annual general meeting. Honorary Life Members are entitled to the same voting rights as an ordinary member.
4.10 The committee shall keep a register of members which shall contain:
4.10.1 The name and address of each member;
4.10.2 The date on which each member was admitted to the association;
4.10.3 The date of and reason(s) for termination of membership, if applicable.
4.11 A member may resign from membership of the association by giving written notice thereof to the committee.
5. The Committee
5.1 The affairs of the association shall be managed and controlled by a committee, subject to any direction it shall receive from any meeting of members of the association, which in addition to any powers and authorities conferred by these rules may exercise all such powers and do all such things as are within the objects of the association and are not by the act or by these rules required to be done by the association in general meeting. Subject to any direction it may receive from any meeting of members of the association, the committee has the management and control of the funds and other property of the association.
5.2 Persons elected to the following positions shall comprise the committee of the association:
5.2.1 Club Captain who shall act as Chairperson of the association. In the absence of the Club Captain, or if he or she declines to act as Chairperson, such other Person elected by the members present at the meeting shall act as Chairperson of any meeting.
5.2.2 Secretary/Treasurer;
5.2.3 Three other members of the association.
5.3 The first committee of the association shall be appointed from the promoters of the association. The first committee shall hold office until the first annual general meeting after incorporation.
5.4 The term of office of all committee members shall end at the date of the next annual general meeting.
5.5 No member of the committee shall be entitled to be elected a member of the committee for a period greater than three terms consecutively from the date of their first election and shall not stand again for election until a further one term has passed.
5.6 All nominations for election shall be in writing signed by member standing for election and two other members of the association and shall be received by the committee at least 28 days prior to the date of the proposed meeting. Notice of all persons seeking election to the committee shall be given to all members of the association with the notice calling the general meeting at which the election is to take place. If insufficient nominations have been received by the committee to fill the positions on the committee, the chairperson of the general meeting may call for nominations from the floor of the meeting.
5.7 The committee may appoint a person to fill a casual vacancy and such a committee member shall hold office until the next annual general meeting of the association.
5.8 If in the opinion of a majority of the members of the association present at an ordinary meeting of the association, a member of the committee ceases to be an active cyclist they may be removed from office. A member of the committee removed under this clause shall have the right to have the matter referred to a general meeting of the association.
5.9 Any member of the committee may be removed from office by a general meeting of the association. A new committee member to replace one removed from office under this sub clause may be elected at the same general meeting.
5.10 The office of a committee shall become vacant if a committee member is:
5.10.1 Disqualified from being a committee member by the Act;
5.10.2 Expelled as a member under these rules;
5.10.3 Permanently incapacitated by ill health;
5.10.4 Absent without apology from more than four meetings in a financial year.
5.11 The Club Captain of the association shall be the association’s Public Officer.
5.12 The Secretary/Treasurer of the association shall undertake and perform all such duties as the committee shall direct and shall keep an account of all monies received and disbursed by the association.
5.13 The remaining members of the committee shall undertake and perform all such duties as the committee shall direct.
5.14 The committee shall meet as often as shall be necessary to conduct the business of the association but shall meet at least once in each quarter. Any two members of the committee shall be entitled to call a meeting. A quorum at any meeting of the committee shall be at least three (3) members.
5.15 Notice of all meetings of the committee shall be given to members of the committee at least seven (7) days before the date of such meeting. The accidental non-receipt by any member of any such notice shall not invalidate or affect any proceedings at such meetings.
5.16 Questions arising at any meeting of the committee shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote.
5.17 A member of the committee having a direct or indirect pecuniary interest in a contract or proposed contract, with the association must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The committee member must disclose the nature and extent of his or her interest in the contract at the next meeting of the association.
6. Sub-Committees of the Association
6.1 In addition to the committee, the association may appoint members to sub-committees as it considers necessary.
6.2 The powers, duties and procedures of such sub-committees shall be determined or varied at any meeting of the association.
6.3 Each sub-committee established under this clause shall report to the association and the committee on any matters relevant to its work, and shall make a written report of its activities to be distributed at each annual general meeting of the association. The Chairperson of such committees shall be elected at a meeting of that sub-committee.
7. Affiliation with other organisations
7.1 The association may affiliate with such other organisations as its members shall determine.
8. General meetings
8.1 An annual general meeting of the association shall be held within three (3) months of the end of the financial year.
8.2 The notice of an annual general meeting shall be accompanied by reports from the Club Captain and Secretary/Treasurer and such other reports requested by the members at a general meeting.
8.3 At least 14 days prior notice of a general meeting shall be given to members.
8.4 The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
8.5 Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
8.6 Notice of a general meeting may be given by serving the member with the notice personally, or by sending it by post to the address appearing in the register of members or by E-Mail. Where a notice is sent by post or E-mail, service of the notice shall be deemed to have been effected at the time at which the letter or E-mail would be delivered in the ordinary course of post or E-mail.
8.7 A special general meeting of the members of the association may be convened by:
8.7.1 The committee;
8.7.2 A request in writing signed by not less than ten members to the committee of the association.
8.8 The committee shall ensure that such a meeting takes place no later than thirty days after the receipt of the request for the meeting. The notice of any general meeting shall state the object of any business to be dealt with at the meeting. Such business shall be the sole item(s) in the agenda of that meeting.
9. Procedures at General Meetings of the association
9.1 The Chairperson of a general meeting of the association shall be the Club Captain. In the absence of the Club Captain, or if he or she declines to act as Chairperson, such other person elected by the members present at the meeting shall act as Chairperson of any general meeting.
9.2 Ten financial members shall constitute a quorum at any general meeting of the association. In the case of a meeting at which no quorum shall be present thirty minutes after the time fixed for the general meeting, the meeting shall stand adjourned for 14 days on which occasion those present shall be deemed a quorum.
9.3 All decisions of the association or any of its committees shall if necessary be determined by a vote of members present at any such meeting. A simple majority in favour of a proposal shall be sufficient to cause it to be passed, with the exception of those items which require to be passed as a special resolution.
9.4 At all meetings of the association, the Chairperson shall have a casting vote in addition to his/her deliberative vote.
9.5 Unless a poll is demanded by at least five members, a question for decision may be determined by a show of hands.
9.6 A member shall be entitled to appoint in writing a natural person who is a member of the association to be their proxy, and attend and vote at any general meeting of the association.
10. Records of the association
10.1 All records of the association shall be open for the inspection of any member at any reasonable time.
10.2 The association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the association.
10.3 At each annual general meeting, an income and expenditure statement and balance sheet for the financial year just ending shall be laid before the members.
11. Financial Management of the association
11.1 The income and capital of the association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the association.
11.2 The Financial Year of the association shall be from 1st July to 30th June.
11.3 At any annual general meeting of the association the members may appoint an auditor to audit the financial accounts and management of the association and to report to the members upon it. The cost of such audit shall be met from the funds of the association.
12. Rules for participants in events
12.1 The association may have rules concerning the conduct and equipment of persons attending any tour or event held by it, and for any other matter relevant to such tour or event. Failure to comply with such rules may at the committee’s discretion render a person ineligible to attend further tours or events.
13. Amendments to the Rules of the Association
13.1 These rules may be altered (including an alteration to the association’s name) by special resolution of the members of the association at a general meeting or annual general meeting. This includes recision or replacement by substitute rules;
13.2 These rules shall bind the association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all the provisions thereof.
14. Dissolution of the association
14.1 The association may be wound up in the manner provided for in the Act;
14.2 If after the winding up of the association there remains “surplus assets” as defined by the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members.
14.3 Such organisation or organisation shall be determined by a resolution of members in general meeting.
