Constitution of the M.F.C

1.      NAME

The name of the incorporated club is ‘Modified Ford Club of South Australia Incorporated’, referred to herein after as “MFC”

2.      DEFINITIONS

In this constitution, unless contrary intention appears, the following definitions apply:

a)      Committee means the committee of management of the MFC;

b)      General Meeting means a general meeting of members of the MFC convened in accordance with this constitution;

c)       Member means a full, associate or life member of the MFC;

d)      Modified Ford Vehicle shall mean any ford vehicle, which has been modified legally, and will include any ford vehicle that is not modified also;

e)      Constitution means the rules of the MFC as amended from time to time as required;

f)       The Act means the Associations Incorporations Act 1985.

3.      OBJECTIVES AND PURPOSES

The objectives and purposes of the MFC shall include, but not be limited to, the following:

a)      To act as a social group for members and their families;

b)      To encourage and nurture membership of the MFC from all areas of South Australia, and including such members who live outside the state of South Australia;

c)       To encourage and promote the appreciation of the Ford Motor Company and it’s manufactured vehicles;

d)      To provide and promote to members of the MFC activities which are in keeping with the general consensus of members whilst maintaining the objectives and purposes referred to herein;

e)      To promote, foster and conduct motorsports generally;

f)       To work in close association with the Ford Motor Company to ensure that no breach of copyright or unauthorised trademark usage is approved by the MFC and/or for the MFC;

g)      To compile and maintain rules to ensure proper running of the MFC.

 4.      POWERS OF THE MFC

The MFC shall have all the powers conferred by Section 25 of the Associations Incorporation Act 1985.

5.      MEMBERSHIP

Any person who is the registered owner or the primary driver of a Ford vehicle shall be eligible to apply for full membership. Owners of vehicles other than a Ford vehicle shall be ineligible to apply for full membership of the MFC. The committee reserves the right to request, from any applicant, evidence which authenticates the applicant’s vehicle as a Ford vehicle.

The following classes of membership will apply:

a)      Full Membership: Will be available to any applicant who is the registered owner or primary driver of a Ford vehicle. A full member is entitled to attend and vote at all meetings, excluding committee meetings, of the MFC and eligible for nomination to the committee subject to the rules herein.

b)      Associate Membership: Will be offered at the discretion of the committee, by majority of no less than three quarters of the committee members present in a committee meeting, to any member who may not be the primary owner or driver of a Ford vehicle. This may be viewed as special circumstances. An associate membership holder is entitled to attend all general meetings of the MFC, but is not entitled to vote or eligible for nomination to the committee.

c)       Life Membership: Will be nominated at the discretion of the committee to any persons who have been members of the club for ten (10) consecutive years. An offer of life membership shall be determined by a majority of no less than three quarters of the members present in a general meeting. A life membership holder is entitled to all the rights and privileges of a full membership holder.

Any persons wishing to apply for full membership, or having been offered associate or life membership, must complete the MFC’s official application form and agree to support the objectives and purposes of the MFC and be bound by its constitution.

6.      SUBSCRIPTIONS

The annual subscription fees for full and associate membership shall be such amounts as the committee shall recommend to the members and shall be determined by vote at a general meeting of the committee.

a)      The annual subscription fee for full and associate membership shall be levied as follows:

i.            Applications made from 1st January to 31st December inclusive – full annual subscription fee.

ii.            Applications made during 1st October to 31st December inclusive shall receive the following year’s membership inclusive.

b)      There shall be no annual subscription fee for life memberships.

c)       Annual subscription fees payable prior to 1st January.

d)      Any member whose subscription is outstanding for more than two (2) months after the due date for payment shall cease to be a member of the MFC. Provided that if payment is made in full, of any outstanding subscription fees, the committee may reinstate such a person’s membership on such terms as it considers fit.

7.      RESIGNATION

A member may resign from membership of the MFC by giving written notice thereof to the secretary or public officer of the MFC. Any member so resigning shall be liable for any outstanding subscriptions, which shall be recovered as a debt due to the MFC.

8.      EXPULSION OF A MEMBER

1)      Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the MFC.

2)      Particulars of the charge shall be communicated, in writing, to the member at least fourteen (14) days before the meeting of the committee at which the matter will be determined.

3)      The determination of the committee shall be communicated, in writing, to the member, and in the event of an adverse determination the member shall be subject to sub rule (4), cease to be a member seven (7) days after the committee has communicated it’s determination to the member.

4)      It shall be open to a member to appeal to the MFC in general meeting against the expulsion. The intention to appeal shall be communicated, in writing, to the secretary or public officer of the MFC within seven (7) days after the determination has been communicated to the member.

5)      In the event of an appeal under sub rule (4), the committee shall communicate, in writing to all members, the committee’s determination and the applicant’s reason for the appeal and the date of the general meeting at which the appeal is to be heard by the members.

6)      In the event of an appeal under sub rule (4), the applicants membership of the MFC shall not be terminated unless the determination of the committee to expel the member is upheld by three quarters of the members of the MFC present in the general meeting after the appellant has been heard by the members of the MFC, and in such an event membership will be terminated as at the date of the general meeting at which the determination of the committee is upheld.

9.      REGISTER OF MEMBERS

A register of members is to be kept by the MFC and contain the following:

a)      The name and address of each member;

b)      The date on which the each member was admitted to the association, and;

c)       If applicable, the date of and reason(s) for termination of membership.

10.  PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS

The assets and income of the MFC shall be applied exclusively to the promotion of its objectives and purposes. No portion shall be paid or distributed directly or indirectly to members except as a bona fide remuneration for services rendered (in a professional capacity, with invoice as required) or expenses incurred on behalf of the MFC and as prior approved by the committee.

11.  THE COMMITTEE

1)      The affairs of the MFC shall be managed and controlled by a committee which in addition to any powers and authorities conferred by the constitution may exercise all such powers and do all such things as are within the objectives and purposes of the MFC, and are not, by the act or the constitution, required by the club in general meeting.

2)      The committee has the management and control of the funds and other property of the association.

3)      The committee shall appoint a public officer as required by the act.

4)      The committee shall be comprised of a president, secretary, treasurer and a minimum of two (2) other committee members.

5)      The committee shall hold office until the annual general meeting of members at which time all members of the committee shall retire but shall be eligible for reappointment.

6)      The committee may appoint a full member of the MFC to fill a casual vacancy, and such a committee member shall hold office until the next annual general meeting of the MFC and shall be eligible for reappointment.

7)      A retiring member of the committee shall be eligible to stand for re-election in accordance with sub rules seven (7) and eight (8).

8)      A full or life member of the club shall not be eligible to stand for election unless a full or life member has nominated that person at least fourteen (14) days before the annual general meeting by delivering the nomination of that person to the secretary of the MFC. The nomination shall be signed by the proposer and the nominee to signify a willingness and commitment to stand for election. A full member cannot be nominated to stand for the committee unless they have been a full member for twelve (12) months.

9)      Notice of all persons seeking election to the committee shall be given to all members of the MFC with notice calling the annual general meeting at which the election is to take place.

12.  DISQUALIFICATION OF COMMITTEE MEMBERS

The office of a committee member shall become vacant if a committee member is:

a)      Disqualified by the act;

b)      Expelled under the constitution;

c)       Permanently incapacitated by ill health;

d)      Absent without apology for more than four (4) meetings in succession.

13.  PROCEEDINGS OF COMMITTEE

a)      The committee shall meet together for the dispatch business as determined and agreed from time to time by the president, secretary and treasurer.

b)      Questions arising at any meeting of the committee shall be decided by majority votes and in the event of equality of votes the president or, in his/her absence, the committee member elected to act as chair for the meeting shall have a casting vote in addition to a deliberate vote.

c)       A quorum for a meeting of the committee shall be two thirds of members in office.

d)      A member of the committee having direct or indirect pecuniary interest in a contract or proposed contract with the MFC 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 member of the committee must also disclose the nature and extent of his/her interest in the contract at the next annual general meeting of the MFC.

14.  DUTIES OF OFFICERS

PRESIDENT: Shall act as committee chairperson and control the direction of meetings and be responsible for the delegation of tasks and duties, shall represent the club on official business when required to do so and be the face of the MFC.

SECRETARY: Shall deal with all MFC correspondence, take the minutes of all meetings and engage in other official duties as required by the MFC.

TREASURER: Shall be responsible for the taking and management of all MFC funds and bank account monitoring, to work closely with the president and secretary to ensure financial stability and ensure that the MFC remains a non-profit organisation at the end of each financial year.

15.  NOTICE OF A GENERAL MEETING

1)      Subject to sub rule (3) as least fourteen (14) days notice of any annual or special general meeting shall be given to the members. The notice shall set out where and when the meeting will be held and the particulars of the nature and order of business for the meeting.

2)      Notice of general meetings shall be given to the members at least fourteen (14) days prior to the meeting being held and where and when the meeting will be held and will be advised in the MFC newsletter, web forum or MFC events calendar.

3)      Notice of a meeting at which a special resolution is to be proposed shall be given at least twenty-one (21) days prior to the meeting.

4)      A notice may be given by the MFC to any member by service the notice personally, or by sending it by post or electronic mail to the address appearing in the register of members.

5)      Where the notice is sent by post, service of the notice shall be deemed to be effected if it is properly addressed and posted to the member by ordinary prepaid mail.

6)      Where notice is sent by electronic mail, service of the notice shall be deemed to be effected if it is properly addressed and electronically transmitted and confirmation time and date are recorded by the secretary.

16.  PROCEEDINGS AT GENERAL MEETINGS

a)      Nine (9) members, or one third of the membership, whichever is greater, present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting.

b)      If within thirty (30) minutes after the time appointed for the meeting a quorum is not present and meeting convened upon the requisition of members shall lapse. In any other case, if a quorum is not present within thirty (30) minutes of the time appointed for the meeting, the members present shall form a quorum.

c)       The president shall preside as chairperson at all general meeting of the MFC.

d)      If the president within ten (10) minutes after the time appointed for holding the meeting, or he/she is present but declines to take the chair, the members of the club may elect a member of the committee be chairperson for that meeting.

e)      Proper minutes of all proceedings of a general meeting and committee meetings of the MFC shall be entered within one (1) month into the minute books kept for the purpose by the secretary or such person as the committee may appoint.

f)       The minutes kept pursuant to this rule shall be signed by the chairperson at which the proceedings took place or by the chairperson of the succeeding meeting.

g)      Where minutes are entered and signed they shall, until contrary provided, be evidence that the meeting was convened and duly held, that all proceedings at the meeting shall be deemed to have been duly held, and that all appointments made at the meeting shall be deemed valid.

17.  VOTING

a)      At any general meeting, a motion put to vote shall be decided on a show of hands  and a declaration by the chairperson of that meeting that a resolution has been carried out or lost, shall unless a poll is demanded be conclusive evidence of the fact without proof of the number or proportion of the votes received.

b)      If a poll is demanded by the chairperson of the meeting or by three (3) or more members present personally or by proxy shall be taken in such a manner as the chairperson directs.

c)       The result of such a poll shall be the resolution of the meeting, except that in the case of a special resolution a majority, of not less than three quarters of the members present is required, who being entitled to vote, do so personally or by proxy at the meeting.

d)      Subject to this constitution, each member present in person or by proxy shall be entitled to vote.

e)      A member shall be entitled to appoint in writing a natural person who is a member of the club to be their proxy, and attend and vote in any general meeting of the MFC.

f)       Any member appointed as proxy pursuant to sub rule (b) must provide to the chairperson of the meeting evidence of their appointment in writing prior to any vote being taken.

18.  ACCOUNTS

a)      The MFC shall keep such accounting records as are necessary to correctly record and explain the financial transactions and position of the MFC. The treasurer, or such other person as the committee may appoint will provide to each general meeting a report to the members of the financial situation of the MFC.

b)      Any monies received by the MFC shall be banked in the name of MODIFIED FORD CLUB into an account at a bank approved by the committee.

c)       Any two (2) of the president, treasurer and secretary, or such members as authorized by the committee, are authorized to transact upon the bank account referred to in sub rule (b) on behalf of the MFC.

d)      All expenses incurred by the MFC, or expenses incurred by members on behalf of the MFC, MUST be approved by the committee prior to payment or reimbursement.

e)      Any financial member of the MFC may, by prior arrangement, view the accounts and financial records of the MFC in the presence of the president, secretary or treasurer.

19.  AUDIT

Upon the MFC becoming a prescribed association as defined in the act, the members shall cause the appointment of a person as auditor of the MFC. The rules of appointment of an auditor are as follows:

a)      At each annual general meeting the members present are to appoint a person as auditor of the MFC.

b)      The auditor is to hold office until the next annual general meeting and is eligible for re-appointment. If an appointment is not made at the annual general meeting, the committee is to appoint an auditor for the current financial year.

20.  INDEMNITY FOR EXPENSES INCURRED ON BEHALF OF THE CLUB

All members of the MFC, including members of the committee, shall be indemnified by the MFC against any cost, expenses and liabilities incurred by the member or the committee with the prior approval of the club in a general meeting, in the pursuit of the MFC’s objectives and purposes. It shall be the duty of the committee, out of the MFC’s funds, to pay and satisfy all such costs, expenses and liabilities to the limit of available MFC funds.

21.  DISSOLUTION

The MFC may be wound up:

a)      In the manner provided for in the act;

b)      Or shall be dissolved in the event of membership being less than eight (8) members;

c)       Or upon resolution by a three quarter majority of the voting members present at a special general meeting convened to consider such a resolution.

22.  APPLICATION OF SURPLUS ASSETS

a)      Upon the MFC being wound up pursuant to rule 20, if all the MFC’s liabilities have been determined and satisfied, any subscriptions paid in advance by members shall be refunded to respective members on a pro rata basis in proportion to the period for which members subscriptions have been paid.

b)      If after winding up the MFC there remains “surplus assets” as defined in the act, such surplus assets shall be distributed to a charitable organization as chosen by the members of the MFC in a general meeting.

23.  AMENDMENTS TO THE CONSTITUTION

a)      All proposed amendments must be forwarded to the secretary of the MFC no less than twenty-one (21) days prior to the annual general meeting, and such notice being submitted to all members of the MFC.

b)      Any alterations to the constitution shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs Commission, as required by the act.

c)       The amended rules upon registration 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 provisions thereof.

24. FINANCIAL YEAR

The financial year for the MFC shall be the twelve (12) month period from the 1st of November to the 31st of October.