OFFICIAL CONSTITUTION OF THE SUBARU FOUR WHEEL DRIVE CLUB OF QUEENSLAND INCORPORATED

1. NAME

The name of the incorporated association shall be: THE SUBARU FOUR WHEEL DRIVE CLUB OF QUEENSLAND INCORPORATED (In these Rules called "the Association")

2. OBJECTS

The objects for which the Association is established are:

a) To publicise the Association and increase membership, catering for all ages.

b) To improve general interest and enthusiasm in Subaru Four Wheel Drive (4WD) Vehicles.

c) To organise meetings and outings of a social and competitive nature.

d) To encourage responsible and skilful use of the vehicle in all situations

e) To obtain discounts on parts and accessories to members

f) To promote fellowship and liaise with other 4WD Clubs to improve the image of 4WD generally.

3. POWER

The Association shall have the power to take over the funds and other assets and the liabilities of the present unincorporated Association known as the "Subaru Four Wheel Drive Club of Queensland".

4. CLASSES OF MEMBERS

Membership of the Association shall consist of: Ordinary Members; Associate Members; Country Members; Honorary Members; and Life Members and Temporary Members.

a) An Ordinary Member shall be an owner or part-owner of a Subaru 4WD vehicle at the time of first application for membership to the Association.

b) The Associate Member shall be a non-owner of a Subaru 4WD vehicle at the time of first application for membership, but who otherwise conforms to the objects of the Association. The number of Associate Members at any time shall not exceed 20% of total membership.

c) A Country Member shall be an eligible member who satisfies the conditions outlined in Clause 4(a) or 4(b), and who lives outside a radius of seventy kilometres from the Brisbane G.P.O. The Country Members who comply with Clause 4(a) shall be unlimited. The Country Members who comply with Clause 4(b) shall be limited to 20% of total Country Membership.

d) An Honorary Member shall be a person elected as such by the Members of the Association in recognition for services rendered to the Association. Honorary Membership shall terminate at the Annual General Meeting next following. The number of Honorary Members shall not exceed 5% of Ordinary Membership at any one time.

e) A Life Member shall be a person nominated and elected at the Annual General Meeting by the members of the Association in recognition of more than ten years financial and active membership. Life Membership shall terminate under the Conditions of Clause 7 of the Constitution or at the discretion of the Management Committee. Life Members shall not exceed five eight percent (5 8%) of the Ordinary Membership at the time of nomination for Life Membership.

f) A Temporary Member shall be a person who is not otherwise a Member of the Association and who by invitation attends a trip or other function organised by the club. A person wishing to apply to be a Temporary Member must complete a Temporary Membership Application Form prior to attending the trip or other function. Temporary Membership shall terminate at the completion of the trip or other function.

g) Membership shall include, at no additional cost; the Spouse or blood relation or equivalent status (over the age of seventeen years) of a member who satisfies the conditions outlined in 4(a), 4(b), 4(c) or 4(e).

5. MEMBERSHIP

a) Every person who at the date of incorporation of the Association was a member of the unincorporated association and who on or before the first day of October, 1986, agrees in writing to become a member of the Association shall be admitted by the Membership Committee to the same class of membership of the Association as the member held in the unincorporated association. Every member of the Association who previously to his agreeing to become a member of the Association has paid his subscription due on the first day of July, 1986, as a member of the unincorporated association, shall not be liable to pay any further sum by way of annual subscription to the Association for the period prior to the first day of July, 1987.

b) Every applicant for any class of membership of the Association (other than the members of the unincorporated association referred to in Sub-Rule (a), shall be proposed by one member of the Association and seconded by another member. The application for membership shall be made in writing, signed by the applicant and his proposer and seconder and shall be in such form as the Management Committee from time to time prescribes.

6. MEMBERSHIP FEES AND JOINING FEES

a) For all classes of membership other than Temporary Membership:

(i) The membership fees and joining fees for each class of membership shall be such sum as determined by the members present at a Special General meeting held immediately following the February General Meeting. (ii) The membership fees and joining fees shall be payable on the first day of the Association financial year. (iii) The full joining fee and 50% of the membership fee will be charged for members joining the Association in the second half of the Association's financial year. No other reduction will be considered.

(b) For Temporary Membership:

(i) The membership fee for Temporary Membership shall be such sum as determined by the members present at a Special General meeting held immediately following the February General Meeting. (ii) On the Temporary Member applying to become a member who satisfies the conditions outlined in 4(a), 4(b) or 4(c), a portion of fees paid by the temporary member during the Association’s financial year shall be used towards the payment of the membership fees and joining fees charged for that class of membership; such portion to be determined by the members present at a Special General meeting held immediately following the February General Meeting.

7. ADMISSION AND REJECTION OF MEMBERS

a) At the next meeting of the Management Committee after the receipt of any application and the fee applicable for any class of membership, such application shall be considered by the Management Committee, who shall thereupon determine upon the admission or rejection of the applicant.

b) Any applicant who receives a majority of the votes of the members of the Management Committee present at the meeting at which such application is being considered, shall be accepted as a member to the class of membership applied for.

c) Upon the acceptance or rejection of an application for any class of membership, the secretary shall forth with give the applicant notice in writing of such acceptance or rejection.

8. TERMINATION OF MEMBERSHIP

a) A member may resign from the Association at any time by giving notice in writing to the secretary.

b) Resignation will only be accepted if the member is free from debt to the Association

c) A resigning member shall return Association property to the Association.

d) No refund of fees will be made.

e) If a member:- (i) Is convicted of an indictable offence; or (ii) Has membership fees in arrears for a period of three months or more; or (iii) Conducts himself in a manner considered to be injurious or prejudicial to the character or interests of the Association, The Management Committee shall consider whether his membership shall be terminated.

f) The member concerned shall be given a full and fair opportunity of presenting his case and if the Management Committee resolves to terminate his membership it shall instruct the Secretary to advise the member in writing accordingly.

9. APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP

a) A person whose application for membership has been rejected or whose membership has been terminated may, within one month of receiving written notification, there of, lodge with the Secretary written notice of his intention to appeal against the decision of the Management Committee.

b) Upon receipt of the notification of intention to appeal against rejection or termination of membership the Secretary shall convene, within three months of the date of receipt by him of such notice, a General Meeting to determine the appeal. At any such meeting the application shall be given the opportunity to fully present his case and the Management Committee for whose members thereof who rejected the application for membership or terminated the membership subsequently shall likewise have the opportunity of presenting its or their case. The appeal shall be determined by the vote of the members present at such meeting.

c) Where a person whose application is rejected, does not appeal against the decision of the Management Committee within the time prescribed by these Rules or so appeals but the appeal is unsuccessful, the Secretary shall forthwith refund the amount of any fee paid.

10. REGISTER OF MEMBERS

a) The Management Committee shall cause a Register to be kept in which shall be entered the names and residential addresses of all persons admitted to membership of the Association and the dates of their admission.

b) Particulars shall also be entered into the Register of deaths, resignations, terminations, and reinstatement of membership and any further particulars as the Management Committee of the member at any General Meeting may require from time to time.

c) The Register shall be open for inspection at all reasonable times by any member who previously applies to the Secretary for such inspection.

11. MEMBERSHIP OF THE MANAGEMENT COMMITTEE

a) The Management Committee of the Association will comprise at least:- (i) President (v) Membership Officer (ii) Vice President (vi) Social Director (iii) Secretary (vii) Property Officer (iv) Treasurer (viii) Bulletin Editor

All of whom shall be members of the Association and such number of other members as the members of the Association at any General Meeting may from time to time elect or appoint.

b) At the Annual General Meeting of the Association, all members of the Management Committee for the time being shall retire from office, but shall be eligible upon nomination for re-election.

c) The election of officers and other members of the Management Committee shall take place at the Annual General Meeting in the following manner:-

(i) An independent chairman not a member of the Association shall preside until the election for President is completed. (ii) Any two members of the Association shall be at liberty to nominate any other members to serve as an officer or other member of the Management Committee. (iii) The nomination, shall be in writing and signed by the member and his proposer and seconder, shall be lodged with the Secretary no later than the meeting prior to the Annual General Meeting. (iv) If there be more than one nomination for an office, voting shall be by secret ballot. (v) If only one nomination is received for an office, the nominee shall be formally declared elected. (vi) When no nomination is received for an office, or there are insufficient nominees to form a Management Committee volunteers will be called for from the floor of the meeting. (vii) Any member unable to attend the Annual General Meeting must be given the opportunity to lodge a postal or absentee vote for the Management Committee. (viii) Associate members may serve on the Management Committee providing they do not exceed 20% of the total Management Committee.

d) Any member of the Management Committee may resign from membership of the Management Committee at any time by giving notice in writing to the Secretary, but such resignation shall take effect at the time such notice is received by the Secretary unless a later date is specified in the notice when it shall take effect on that later date or such member may be removed from office a General meeting of the Association where that member shall be given the opportunity to fully present his case. The question of removal shall be determined by the vote of members present at such a General Meeting.

12. VACANCIES ON MANAGEMENT COMMITTEE

a) The Management Committee shall have the power at any time to appoint any member of the Association to fill any casual vacancy on the Management Committee until the next Annual General Meeting.

b) The continuing members of the Management Committee may act, not withstanding, any casual vacancy in the Management Committee, but if and so long as their number is reduced below the number fixed by or pursuant to these Rules as the necessary quorum of the Management Committee, the continuing member, or members, may act for the purpose that number or of summoning a General Meeting of the Association, but for no other purpose.

13. MEETINGS OF MANAGEMENT COMMITTEE

a) The Management Committee shall meet at least eleven times in any one year with no more than two calender months between meetings. (Amendment of General Meeting, July, 1986)

b) A special meeting of the Management Committee shall be convened by the Secretary on the requisition in writing signed by not less than one-third of the members of the Management Committee, which requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted thereat.

c) At every meeting of the Management Committee a simple majority of a number equal to the number of members elected and/or appointed to the Management Committee as at the close of the last General Meeting of the members, shall constitute a quorum.

d) A meeting of the Management Committee shall be conducted in the same manner as the General Meeting of the Association as provided for in these Rules.

e) Not less than fourteen days notice shall be given by the Secretary to members of the Management Committee of any special meeting of the Management Committee. Such notice shall clearly state the nature of the business to be discussed thereat.

14. FUNCTIONS OF THE MANAGEMENT COMMITTEE

a) All Management Committee members will act for the Association in an honourary capacity.

b) Except as otherwise provided by these Rules and subject to resolutions of the members of the Association carried at any General Meeting the Management Committee:-

(i) Shall have the general control and Management of the administration of the affairs, property and funds of the Association, and (ii) Shall have authority to interpret the meanings of these Rules and any matter relating to the Association in which these Rules are silent.

c) The Management Committee shall be authorised to co-opt members for any special purpose for the required time.

d) The Management Committee shall have the power to form a Sub-Committee for any purpose for the required period only, and may delegate such powers as it may deem desirable.

e) Any member of the Management Committee who absents himself/herself from two consecutive Management Committee meetings without excuse or apology, shall be deemed to have vacated the position and will be asked in writing to show cause why he/she should not be asked to resign from the Management Committee.

15. GENERAL MEETINGS

a) The Annual General Meeting will be held in July of each year, or at the earliest practical date after the start of the Association financial year.

b) General Meetings will be held once a month.

c) Special General Meetings will be convened on the written request by the Management Committee or at least 10% of the Association Members.

d) The Secretary shall give at least:- (i) Seven days notice to all Association members for a special general meeting. (ii) Three days notice in writing to all members for General Meeting. (iii) Fourteen days notice in writing for an Annual General Meeting including a ballot paper containing the names of all members nominated for positions.

16. PROCEDURES FOR ALL GENERAL MEETINGS

a) The secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every Management Committee meeting and General Meeting to be entered in a book to be open for inspection at all reasonable times by any financial member who previously applies to the Secretary for that inspection. For the purpose of ensuring the accuracy of the recording of such minutes, the minutes of every Management Committee Meeting shall be signed by the chairman of that meeting or the chairman of the next succeeding Management Committee Meeting, verifying their accuracy.

Similarly, the minutes of every General Meeting shall be signed by the chairman of that meeting or the chairman of the next succeeding General Meeting: provided that the minutes of any Annual General Meeting shall be signed by the chairman of that meeting or the chairman of the next succeeding General Meeting or Annual General meeting.

b) With the exception of Clause 11(c)(i), the President, or in his absence, the Vice-President, shall chair all meetings of the Association and Management Meetings thereof.

In the event of both President and Vice-President being absent, those present shall elect a chairman for that meeting.

c) The Secretary will read the minutes of the last meeting.

d) The chairman will call that a motion will be proposed and seconded that the minutes have been read and are correct.

e) The chairman will ask the Secretary for any agenda and conduct the meeting accordingly.

f) The chairman shall call for items of business from the members, the conditions of Clause 16(e) having been fulfilled.

g) All comments will be addressed to the chair.

h) All items of business having been discussed, the chairman may declare the meeting closed.

i) Voting will be by a show of hands except that a ballot may be allowed at the discretion of the Chairman, or on request of at least three Association members.

j) The chairman may declare a meeting closed if he deems the meeting to be incorrigible.

17 ANNUAL GENERAL MEETING

The Annual General Meeting of the Association shall be conducted in accordance with provisions of Clause 16 and with the following provisions:

a) The Annual General meeting will primarily be convened for the election of Management Committee for the forthcoming Association year.

b) See Clause 11(c)(i).

c) The newly elected President will thereafter chair the meeting and conduct the elections for the Management Committee.

d) The immediate past Treasurer will give an audited financial report for the previous year.

18. COMMON SEAL

The Management Committee shall provide for a common seal and for its safe custody. The common seal shall only be used by the authority of the Management Committee and every instrument to which the seal is affixed shall be signed by a member of the Management Committee and shall be countersigned by the Secretary or by a second member of the Management Committee or by some other person appointed by the Management Committee for the purpose.

19. FUNDS AND ACCOUNTS

a) The financial year of the Association, hereinafter referred to as the Association year shall be July 1st to June 30th, inclusive.

b) Books and accounts shall be correctly kept and shall contain all particulars usually shown in books of accounts of like nature so as to show a true and accurate view of the Association's financial position.

c) Books and accounts shall be audited at least annually prior to the Annual General Meeting and a written Auditor's Report submitted to the Association Management Committee by a duly qualified Accountant appointed by the Management Committee, or if no qualified Accountant is available, by a suitable and reputable person appointed by the Management Committee in lieu thereof.

d) The Auditor shall not be an office bearer or member of the Management Committee and his term of office shall be one year.

e) The Treasurer shall receive all monies on behalf of the Association and shall deposit same, promptly, in the account of the Subaru Four Wheel Drive Club of Queensland Incorporated at a bank approved by the Management Committee.

f) The treasurer will furnish the Association with a statement of proposed income and expenditure every third meeting of the Management Committee or as requested by the Management Committee.

g) All cheques and other negotiable instruments shall be signed by any two of the President/Secretary/Treasurer/Vice-President except that no two members of any one family to be empowered to sign without the signature of another.

h) The income and property of the Association whencesoever derived shall be used and applied solely in promotion of its objects and in the exercise of its powers as set out herein and no portion thereof shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or amongst the members of the Association provided that nothing herein contain shall prevent payment in good faith of remuneration of any officer or servant of the Association or to any member of the Association or other person in return for any services actually rendered to the Association provided further that nothing herein contained shall be construed so as to prevent payment or repayment of any member of out-of-pocket expenses, money lent, reasonable and proper rent for premises demised or let to the Association.

20. DOCUMENTS

The Management Committee shall provide for the safe custody of books, documents, instruments of title and securities of the Association.

21. DISTRIBUTION OF SURPLUS ASSETS

If the Association shall be wound up in accordance with the provisions of the Associations Incorporation Act 1981, and there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as it imposed on the Association under or by virtue of Clause 19(h), such institution or institutions to be determined by the members of the Association.

22. AMENDMENTS

Subject to the provisions of the Associations Incorporation Act, these Rules may be amended, rescinded or added to from time to time by a special resolution carried at any General Meeting by 75% majority of members present; provided that no such amendment, rescission or addition shall be valid unless the same shall have been previously submitted to and approved by the Under Secretary, Department of Justice, Brisbane.