Constitution - Auswest Niva Owners Inc.

1

Name of Organisation (is)

.1

Auswest NIVA Owners Inc.

2

Definitions (in these rules are)

2

.1

"A.N.O." means Auswest NIVA Owners Inc.

2

 .2

"Membership" means --

(a)the state of being a member of; or
(b)all the members of A.N.O.

2

.3

"Member" means the "Owner" who's name and signature appears on either the "Membership Application" or "Membership Renewal" form as the nominated "Member" and, if "eligible", is the only person from that "Membership" able to vote or be nominated for a "Committee" position.

2

.4

"Owner" means the nominated principle driver or regestered owner who's name and signature appears on either the "Membership Application" or "Membership Renewal" form as the nominated "Member".

2

.5

"Full Member" (F) means a Lada Niva "Owner" over the age of seventeen years who can produce proof of age and vehicle ownership and has been allocated a " Membership Number". Such a member will be entitled to -

(a)a single vote;
(b)hold a Committee position; and
(c)remain as a "Full Member" until the expiration of 90 days from the date of no longer owning a Lada Niva (refer to Rule 4 (.4) ), after which the member automatically becomes an "Associate Member" until the end of the financial year in which the vehicle was disposed .

2

.6

"Associate Member" (A) means a member who was once a "Full Member" who at the expiration of 90 days no longer owns a Lada Niva (refer to Rule 2 (.4) (c) ) . Such a member will not be entitled to -

(a)any vote;
(b)hold a "Committee" position; or
(c)an extension of their "Associate Member" term, unless the member makes written application to the "Committee" (for adjudication prior to 1st July each year), stating their specific reasons and circumstances in support of that request.

2

.7

"Life Member" (L) means a "Full" or "Associate Member" who has been recognised for exemplary dedication, invaluable assistance and/or exceptional meritorious deeds in the furtherance of the A.N.O. Objective over an extended period. The recipient must be a member for a minimum of ten (10) years and, be proposed by the "Committee" and ratified by vote of the members at a General Meeting or Special Meeting convened for that purpose. "Life Member" is for a lasting period. Such a member whilst still owning a Lada Niva will be "eligible" and entitled to -

(a)a single vote; and
(b)hold a "Committee" position.

2

.8

 "Subscriber" (S) means a non-member of A.N.O. who pays for and receives "Axle Torque". A "Subscriber" will not be entitled to -
(a)any vote;
(b)hold a "Committee" position; or

2

.9

"Honourary Niva-ist" (H) means a non-member who is recognised for outstanding service and/or, notoriety in the furtherance of the A.N.O. Objective, or the title can be given as a token of respect. The recipient must be proposed by the "Committee" and ratified by vote of the members at a General Meeting or Special Meeting convened for that purpose. An "Honourary Niva-ist" is for a specified short period.

The recipient will not be entitled to -

(a)any vote;
(b)hold a "Committee" position; or

2

.10

"Membership Register" means the record of "membership" details necessary for the efficient running of the A.N.O., the custody of such records to be the responsibility of the "Committee".

2

.11

 "Membership Number" means -
(a)the "Membership Register" identification number allocated permanently to a particular "Full Member", or "Associate Member" where applicable; and
(b)should the member leave the A.N.O. but return later, he/she will automatically be re-allocated his/her previously held "Membership Number".

2

.12

"Member Subscription" means the annual fee paid to the A.N.O to retain a "Membership" and "Membership Number".

2

.13

"Joining Fee" means a once only fee payable on acceptance of a "Member Application", together with the necessary "Member Subscription".

2

.14

"Lada" and/or "Niva" means --

(a)the four wheel drive vehicles manufactured and first sold as a Lada product and badged Niva by the manufacturer;
(b)vehicles in accordance with Rule 2 (.13) (a) are allowed to be modified so long as the modification does not involve substitution of the engine, or major portion of bodywork, geartrain or suspension with components designed for another make of vehicle. Exceptions shall include such instances where the manufacturer of Lada vehicles and/or Lada Australia Pty. Ltd., Lada authorised distributors, agents and/or workshops use such modiffications as part of their normal practice or to conform with Australian law;
(c) should the manufacturer of Lada vehicles and/or Lada Australia Pty. Ltd. produce a similar four wheel drive vehicle to the Niva which is named and badged differently the "Committee" shall consider its acceptability when related to a "Membership Application"; and
(d) Lada Niva model toys, miniatures and/or replicas do not qualify as a vehicle in accordance with Rule 2 (.13) (a), (b) and (c).
 Disputes relating to the definition of Rule 2 (.13) (a), (b) and (c) shall be resolved by a vote of the "Committee" and the resolution shall be published in the following issue of "Axle Torque".

2

.15

"Committee" means the Committee of Management of the A.N.O.

2

.16

"Axle Torque" means the A.N.O. periodical publication.

2

.17

"Attendance Register" means,

(a) the logbook used at meetings to record the names of members, guests and visitors in attendance; or
(b)a printed form used for the same purpose at other events.

2

.18

"eligible" is applied in conjunction with the term "Life Member" in accordance with Rule 2 (.6).

3

Objective

3

.1

 The Objective of A.N.O. is to understand, actively promote and preserve the Lada Niva marque.

3

.2

In pursuance of Rule 3 (.1) A.N.O. shall with support of suitably experienced "Members" conduct meetings, events, trips and/or participate in activities so the "Membership" have the opportunity to -

(a)gain knowledge and help for Lada Niva servicing and maintenance;
(b)swap ideas and assist others with Lada Niva modifications and improvements;
(c)learn recovery skills for a Lada Niva and other vehicles;
(d)be responsible four wheel drivers, courteous on and offroad, both socially and competitively between members of the A.N.O. and other four wheel drive Clubs;
(e)support the objectives of the West Australian Association of Four Wheel Drive Clubs;
(f)gain knowledge on camping, bush craft, safety, first aid; and
(g)such other knowledge and skills essential or desirable for safe and enjoyable four wheel driving and motoring generally.

3

.3

The assets, property and income of A.N.O. shall be used solely for the promotion of the Objective. No part of its assets, property or income may be paid or distributed, either directly or indirectly, to members of the A.N.O. except for the promotion of those Objective.

4

Membership

4

.1

"Full Member" status as defined will be available to any person interested in and prepared to participate and/or assist in the furtherance of the Objective of the A.N.O.

4

.2

"Full Member" applicants are expected to attend one General Meeting and one A.N.O. event or run prior to their "Member Application" approval by a majority vote of the "Committee" and, if approved, must be recorded on the "Membership Register" as defined.

4

.3

Member Classification shall be as follows.

(a)"Full Member" (F) as defined.
(b)"Associate Member" (A) as defined.
(c)"Life Member" (L) as defined.
(d)"Subscriber" (S) as defined.
(e)"Honourary Niva-ist" (H) as defined.

4

.4

Members are responsible for notifying the Secretary of any change to their address, vehicle ownership or other personal details pertaining to the A.N.O. within fourteen days.

5

Subscriptions

5

.1

The annual "Member Subscription" and the "Joining Fee", shall both be determined by the "Committee" and presented for approval by the members no later than the May "General Meeting".

5

.2

"Full Member" applications shall include the prescribed "Member Subscription" together with the "Joining Fee". If the application is not approved by the "Committee", both amounts will be returned in full.

5

.3

Membership renewals shall be due on or before the 1st day of July each year. The prescribed "Member Subscription" must be accompanied by a completed "Membership Renewal" form.

5

.4

Member Subscription,
(a)"Full Member" : is the base "Member Subscription" which shall be the benchmark from which subscriptions (b) and (d) are determined.
(b)"Associate Member" : shall be 10% less than the "Full Member" subscription.
(c)"Life Member" : no subscription required.
(d)"Subscriber" : shall be 10% less than a "Full Member" subscription.
(e)"Honourary Niva-ist" : No subscription required.

5

.5

"Axle Torque" advertising rates will be determined by the "Committee".

6

Committee of Management

6

.1

The "Committee" must comprise a Chairman, a Secretary, a Treasurer, and Ordinary Committee Members.

The number of Ordinary Committee Members nominated annually for "Committee" will be established by permitting one Ordinary Committee Member for each ten "Full Members" as recorded on the "Member Register" 30 days prior to the elections.

6

.2

"Committee" positions--

(a)shall become vacant at the Annual General Meeting immediately prior to the "Committee" elections;
(b)that become vacant during any financial period must be filled by a "Full Member" approved by the "Committee" subject to members' approval. The "Full Member" elected shall hold that "Committee" position until the next Annual General Meeting; and
(c)have only one "Committee" vote.

6

.3

The Chairman shall --

(a)preside at Annual General, General, Special and Committee Meetings;
(b)in absence from a meeting up to 30 minutes after the commencement time, be substituted by a "Committee" member elected by the other "Committee" members present and shall preside at that meeting; and
(c)if elected serve up to four (4) consecutive terms.

6

.4

The Secretary shall --

(a)coordinate correspondence;
(b)keep full and correct minutes of Annual General, General, Special and Committee Meetings;
(c)keep the "Membership Register" up to date;
(d)have custody of all books, documents, records and registers other than those in the custody of the Treasurer;
(e)have custody of the "Attendance Register"; and
(f)perform other such duties as are imposed by these rules on the Secretary.

6

.5

The Treasurer shall --

(a)be responsible for receipt of all moneys paid or received on behalf of the A.N.O., and shall issue receipts for those moneys in the name of the A.N.O.;
(b)pay all moneys referred to in paragraph (a) into such account or accounts of the A.N.O. as the "Committee" may from time to time direct;
(c)make payment from the funds of the A.N.O. only with authority of the "Committee" and ensure that all cheques are counter signed by the Chairman or Secretary; and
(d)keep proper accounting records.

6

.6

Ordinary "Committee" members shall --

(a)attend all Committee Meetings;
(b)assist the "Committee" in whatever way possible to ensure the efficient and smooth operation of A.N.O.; and
(c)keep accurate records of affairs which are of their particular concern.

6

.7

The "Committee" shall have power to --

(a)introduce, approve and publish by-laws for the better management and control of the A.N.O.;
(b)invite persons to attend "Committee" meetings to seek their advice or professional, technical or other matters. Such person shall not be entitled to a "Committee" vote.
(c)expel a "Committee" member failing to attend without apology or just cause, three consecutive "Committee" meetings
(d)accept or decline any advertiser and/or advertising material in part or whole from inclusion in "Axle Torque".

7

Financial Management

7

.1

Financial management of the A.N.O. is vested in the "Committee" .

7

.2

Treasurer's responsibilities are as set out in rule 4 (.5)

7

.3

Bank Account signatories are Chairman, Secretary or Treasurer.

7

.4

The funds of the A.N.O. shall be banked in the name of

Auswest NIVA Owners Inc.

7

.5

Overdraft and/or Loan facilities shall not be entered into without prior approval of the members at a Special Meeting convened for that purpose.

7

.6

The "Committee" is empowered to expend up to $100.oo on any single transaction involving the purchase of an A.N.O. asset. A maximum of $1000.oo (subject to funds availability and proposed budgets) can be expended over a 12 month audit period without reference to a General Meeting.

7

.7

A Petty Cash account, not to exceed $50.00 shall be maintained by the Treasurer to enable the him/her to purchase items not exceeding $50.00 per month to be used in the day-to-day running of the A.N.O.

7

.8

The Financial Year of the A.N.O. shall conclude on the 30th day of June each year. "Membership Renewals" will become due on the 1st day of July each year.

7

.9

Auditor/s shall be appointed by the "Committee" prior to each Annual General Meeting to examine all accounts, vouchers, receipt books etc., and furnish a report to be made available to the "Committee" for presentation at the Annual General Meeting. Audits must be conducted annually and within fifteen (15) days of the end of the Financial Year.

8

Meetings and Events

8

.1

General Meetings must be held once each month, as decided by the "Committee".

8

.2

The Annual General Meeting shall be held each year in August.

8

.3

A Special Meeting shall be convened by the "Committee" within 30 days of receiving a written signed request to do so, provided such request is signed by at least five "Full Members". The "Committee" may also convene a Special Meeting to discuss urgent matters.

8

.4

"Committee" meetings must be held at most once each month, and at least once each three months.

8

.5

"Full Members" are required to attend -

(a)the Annual General Meeting and Special Meetings peronally or by proxy; and
(b)a minimum of four other A.N.O. organised events each financial year, one of which must be an organised run.

8

.6

A.N.O. organised events can only be attended in Lada Niva vehicles unless otherwise specified in "Axle Torque" at least 30 days before the event.

8

.7

Lada Niva guest vehicles must attend three nominated A.N.O. events prior to becoming eligible for acceptance as financial "Full Members".

8

.8

Members proposing to invite a guest driving another vehicle marque to attend and/or participate in an A.N.O. event must first seek "Committee" approval to do so, at least 30 days before the event.

8

.10

When travelling in A.N.O. convoys Lada Nivas shall occupy positions ahead of all other vehicle marques participating except where a nominated Lada Niva is required to travel as Tail End Charlie.

9

Quorum and Voting

9

.1

A Quorum at Annual General and Special Meetings shall comprise at least 20% and at General Meetings at least 10% of current "Full Members" and "eligible" "Life Members".

9

.2

A Quorum at Committee Meetings shall --

(a)comprise 30% of "Committee" members, but in no case less than three (3) members; and
(b)if not in accordance with Rule 9 (.2) (a) means the meeting must be cancelled.

9

.3

Voting at all meetings shall be indicated by "Full" and "eligible" "Life Members" raising a hand to indicate their assent to a motion. A majority vote will be sufficient to pass a motion. If Postal Voting forms have been issued and returned in accordance with Rule 9 (.7), they must be added to the final vote. The "Committee" may implement a secret ballot on embarrassing, controversial or other issues.

9

.4

Voting at Committee Meetings can only be exercised by "Committee" members in person.

9

.5

Voting at General Meetings can only be exercised by "Full Members" and "eligible" "Life Members" in person.

9

.6

Voting at Annual General and Special Meetings can only be exercised by "Full Members" and "eligible" "Life Members" -

(a)in person at the voting site and time designated by the "Committee"; or
(b)on the official Postal Voting Form which shall be made available upon request to the "Committee", in circumstances where a member can demonstrate genuine hardship in attending the meeting in person.

9

.7

Postal Voting is only valid when -

(a)in accordance with Rule 9 (.6) (b); and
(b)the official Postal Voting Form is in the possession of the Chairman at the time the vote is to be taken and no later.

10

Expulsion of Members

10

.1

If the "Committee" considers that a member should be expelled because of conduct unbecoming and detrimental to the interests of the A.N.O. or failing to make a reasonable effort to attend meetings/events in accordance with Rules 6 (.7) (c) and 8 (.5) then the "Committee" shall -

(a)not less than 30 days before the Committee Meeting at which the expulsion will be decided communicate in writing to the member of the proposed expulsion stating the time, date and place of that Committee Meeting and inviting the member to attend; and
(b)afford the member concerned a reasonable opportunity to present his or her case against the proposed expulsion, at the Committee Meeting at which the expulsion will be decided.

11

Charitable Activities

11

.1

Activities shall be undertaken by the A.N.O. and its members from time to time to assist recognised charitable organisations and groups, and in particular the Royal Flying Doctor Service.

12

Common Seal

12

.1

The A.N.O. shall have a Common Seal which is to be kept by the Secretary, and which may only be actuated by the account signatories.

13

Amendment of Constitution

13

.1

This Constitution may be amended at a "Annual General" or "Special" Meeting convened for that purpose, provided that the amendment/s has/have been published in "Axle Torque" no less than 28 days prior to the meeting.

13

.2

Amendment/s to the Constitution must be accepted if a vote of current "Full Members" and "eligible" "Life Members" present at the "Annual General" or "Special" Meeting called for that purpose, vote for the amendments.

14

Inspection of Records

14

.1

A member by prior arrangement with the "Committee" may at any reasonable time without charge inspect the books, documents, records and securities of the A.N.O.

15

Constitution of A.N.O.

15

.1

The Constitution binds every member and the A.N.O. as if every member had signed these rules and agreed to be bound by their provisions.

.2

The Constitution shall be reviewed annually.

16

Dissolution

16

.1

The A.N.O. shall be dissolved -

(a)in the event of the "membership" being less than five "Full Member" and/or "eligible" "Life Members"; or
(b)upon the majority vote of current "Full Members" and "eligible" "Life Members" present at a "Special Meeting" convened to consider such dissolution.

16

.2

Upon dissolution, assets may be sold and the proceeds and funds on hand shall after payment of all expenses and liabilities, together with remaining assets, be handed over to the Royal Flying Doctor Service as a donation.

This Constitution has been prepared by

Auswest NIVA Owners Inc.

Steering Committee and approved by a majoritory vote

of Full Members attending the inaugural General Meeting

held at 1.30pm on Sunday 20th April 1997

at the Convenor's home, 11 Wandoo Road Forrestfield.

 

 

 

Robin Booth 3F

Convenor.