Constitution

CONSTITUTION OF HI NOON SKI CLUB INCORPORATED

1.         NAME OF CLUB:

The Club shall be called Hi Noon Ski Club Incorporated.

2.         OBJECTS:

The objects of the Club shall be:-

(i)                 To encourage and foster snow sports and other alpine activities in every aspect.

(ii)               To assist in the advancement of skill and of matters pertaining to snow sports and other alpine activities including the study of equipment and snow craft and to encourage and contribute towards tests and competitions in all forms of snow sports and snow crafts.

(iii)             To organise tours and expeditions whether on skis or otherwise.

(iv)             To promote and encourage fishing in mountain streams and reservoirs.

(v)               To promote such sports games and pastimes – indoor and outdoor – as the Club may deem expedient.

(vi)             To provide and maintain accommodation and recreational facilities for Club members and to permit any Club property or facilities to be used by members and other persons either gratuitously or for payment as the Club shall determine.

(vii)           To promote a spirit of co-operation and good fellowship amongst members and all persons interested in snow sports and other alpine activities in Australia and other countries.

(viii)         To borrow or raise and give security for money in such manner as the Club shall think fit and in particular by the issue of or upon mortgages, bonds, debentures, bills of exchange, promissory notes or other obligations or securities of the Club or by mortgage or charge upon all or any part of the property of the Club both present or future, and to repay the same in accordance with the terms thereof and on the respective due dates.

(ix)             To purchase hire own, maintain and operate motor vehicles or other means of transport and provide transport and provide transport facilities in such fashion as approved by it, to and from any ski-ing mountain or other resorts in New South Wales or elsewhere either gratuitously or for payment.

(x)               To buy, sell, lease, own, maintain and deal in realty and in all kinds of apparatus, equipment, goods, chattels, effects and provisions either liquid or solid as the Club shall decide.

(xi)             To hire and employ secretaries clerks managers servants and workers and to pay to them and to other persons in return for services rendered to the Company salaries wages gratuities and pensions.

(xii)           To enter into any arrangements with any Government or local authority or any club company or person which may seem to be conducive to the objects of the Company and to acquire or obtain from any such Government or authority club company or person any charters decrees rights privileges licences and concessions which may be conducive to any such objects and accept make payments under carry out exercise and comply with any such arrangements charters contracts decrees rights privileges licences and concessions.

(xiii)         To accept for any one or more of the objects of the Club any gift whether subject to any specified trust or not.

(xiv)         To invest the monies of the Club not immediately required upon such securities as may from time to time be determined.

(xv)           To affiliate with such association as shall be considered necessary.

(xvi)         To abide by the Regulations under the National Parks and Wildlife Act 1974, and decisions of the Director-General of the National Parks and Wildlife Service in respect of the establishment, construction and maintenance of any facility in the Kosciuszko National Park.

(xvii)       To do all such other things as are incidental or conducive to the attainment of the above objects either alone or in conjunction with any other Club or person or persons.

3.         MEMBERSHIP:

(a)                Membership shall be open to any person who is an amateur at snow sports and snow craft provided however that the Committee may at its discretion accept a professional for membership. Applicants for membership shall be required to pay the relevant entrance fee and annual subscription and in addition to sign the appropriate application form undertaking to conform to the Rules and By-laws of the Club. The application form shall set out the full name and address of the applicant for membership and such other particulars as may be required by the Committee. Members shall be elected only by resolution carried by a two-thirds majority of members present at a duly convened meeting of the Committee. The Committee shall have power to refuse membership to any applicant where the Committee has reason to believe that an applicant may refuse or neglect to comply with a provision of the Rules or By-laws of the Club.

(b)               The maximum number of members of the Club shall be as fixed by an Annual General Meeting

(c)                Notice of intention to move a motion to vary the existing number of members shall be given in the notice convening the Annual General Meeting.

(d)                (i)        Corporations sole or aggregate of any description shall not be eligible for membership.

(ii)        The minimum number of members of the Club shall be thirty (30).

4.         GRADES OF MEMBERSHIP:

(a)                Membership of the Club shall consist of the following:

(i)                 Ordinary members; and

(ii)               Honorary members;

(b)               Ordinary members shall be those members of the Club who have become members of the Club and who are financial.

(c)                Honorary members shall be those members who are accepted for membership without the requirements of having to become a member the Club and who are financial.  Honorary membership shall only be awarded by way of a special resolution carried at an Annual or Special General Meeting.

 

5.         ENTRANCE FEE AND SUBSCRIPTIONS:

(a)                An administration fee shall be paid by all Ordinary members upon resigning their membership and sponsoring another person to become a member. Such administration fee shall be fixed from time to time by the Annual General Meeting.

(b)               The annual subscription for Ordinary members shall be fixed at each Annual General Meeting.

6.         PAYMENT OF SUBSCRIPTIONS:

(a)        The financial year shall begin on the 1st October in each year.

(b)        The annual subscription shall be payable within one month of the Annual General Meeting. As soon as possible after the end of the second week of January the Treasurer shall notify any member whose annual subscriptions has not been paid that the payment of the annual subscription is overdue. If after such notification the annual subscription shall remain unpaid for a period of one month the member concerned shall be considered unfinancial unless the Committee considers that there are special circumstances applicable in which case the Committee may grant a further extension of time for payment before that person is considered to be unfinancial.

(c)        Any unfinancial member shall not be eligible to use the facilities of the Club or to vote at any meeting of the Club or to hold office in the Club.

7.         ORDINARY MEMBERSHIP:

The conditions relating to Ordinary membership shall be as follows:-

(a)           A register of members shall be kept by the Club.  Such record shall be final in the case of dispute.

(b)

(i)                 Upon resignation of his or her membership, a member may with the consent of the Committee nominate another person for Ordinary membership on such terms and conditions, including as to consideration, as are approved by the Committee.

(ii)               For the purposes of this clause “member” includes personal representatives of a deceased member.

(iii)             The Committee shall not be at liberty to refuse acceptance of a nomination of the spouse, brother, sister or child of a member except in accordance with Rule 3(a).

(c)           In the event of the expulsion of a member (whether for non-payment of subscription or for disciplinary or other reasons) the Committee shall make such payment to the person expelled as determined in accordance with sub-clause 7(d). There shall be deducted from the amount paid any fees, compensation or other monies owing to the Club by the expelled member.

(d)          Payments to members in accordance with the Rules shall be as decided from time to time by Annual General or Special General Meeting of the Club.

8.         COMMITTEE OF MANAGEMENT:

(a)        The management of the business and affairs of the Club and control of its funds and property shall be vested in a Committee of not less than five members nor more than ten. The Committee shall consist of the following:-

The President, the Secretary, the Treasurer and such other persons as may be appointed to the Committee in accordance with this Rule.

All these Officers shall retire annually and shall be eligible for re-election at the Annual General Meeting of the Club. The Committee may itself fill any vacancy which occurs in its numbers during the year. Of the Committee three shall form a quorum.

(b)        Without limiting its general powers of management and control as vested in the Committee by these Rules the Committee shall have the following special powers:-

(i)                 To make from time to time such decisions and By-laws as it thinks fit to promote the objects and assist in the smooth management of the Club provided that such decisions and By-laws do not conflict with these Rules.

(ii)               To define the rights and obligations of and to control visitors to the Club.

(iii)             To fix from time to time the accommodation, rates and charges for the use of the Club facilities, to provide for compensation to be paid by members responsible for damage to Club property and to make such provisions as to payment and penalties for late payment as it shall from time to time think fit.

(iv)             To appoint and dismiss staff and to determine the duties of the staff engaged from time to time.

(v)               To delegate specific powers to sub-committees and to co-opt the services of others to assist on such sub-committees and to authorise such sub-committees to issue instructions to Club members.

(vi)             To declare vacant the position of a Member of the Committee who without excuse acceptable to the Committee is absent from three successive meetings of the Committee.

(vii)           To suspend for any period it considers appropriate or to remove the name of any member of any grade from the list of members and to expel such member from the Club if in the opinion of two-thirds of those voting at a duly convened meeting of the Committee the conduct of the member has been such as to forfeit his or her right to remain a member or if the member shall have failed within the time prescribed by the Committee to pay any amount due and owing by him or her under these Rules or the By-laws for booking fees or for the repair or replacement of damaged Club property or other payments due by such member of the Club. Any member so suspended shall not during the period of suspension have or enjoy any of the privileges or rights of the Club.

(viii)         To discipline any member in any manner it considers applicable in relation to any guest or visitor introduced by such member.

9.         COMMITTEE MEETINGS:

The Committee shall meet not less than once each three months.  A special meeting may be called at any time it is deemed necessary by the President and by any three Members of the Committee. Not less than three days notice of a Committee meeting shall be given by the Secretary. The Chairman shall have a deliberative as well as casting vote.

10.     INDEMNIFICATION:

Every Member of the Committee and every member of the Club shall be indemnified out of the funds of the Club against all losses, expenses and penalties incurred in the discharge of his authorised duties except such as shall happen from his own wilful act, neglect or default.

11.     ANNUAL GENERAL MEETING:

(a)                The Annual General Meeting shall be held as soon as possible after the first day of October and not later than the end of the second week of December, each year.

(b)               The Annual General Meeting shall be held for the purpose of receiving reports, the election of office bearers for the ensuing year, to deal with the duly audited financial statement for the past year, to fix the subscriptions for the ensuing year and to deal with any business set out in the agenda paper and with any other business that the meeting may approve of being brought forward without notice providing that such business brought forward without notice does not aim at the alteration of the Rules or By-laws of the Club.

(c)                At least ten working days notice of any General Meeting shall be sent in writing to each financial member together with a copy of the agenda paper.

(d)               The quorum at the Annual General Meeting and all Special General Meetings shall be one tenth of the total number of financial Ordinary Members of the Club.

(e)                Nominations for the positions of President, Secretary, Treasurer and Members of the Committee may be made in writing signed by one member and delivered to the Secretary at least seven days before the date of the Annual General Meeting or by a nomination by a member at the meeting. The consent of the member of his nomination must be obtained. Should insufficient nominations be received the Annual General Meeting shall complete the required number. Should there be more nominations than the number of vacancies, a ballot shall be taken by the members present at the Annual General Meeting. In the event of an equality of votes, it shall be decided by lot.

A member defeated in a ballot for President, Secretary or Treasurer will be included in the ballot for membership of the Committee.

12.     SPECIAL GENERAL MEETING:

The Committee may when ever it thinks fit and it shall upon a requisition made in writing by not less than one tenth of the number of members of the Club but on not less than three days notice, convene a Special General Meeting. Only Business set out on the agenda paper shall be discussed at a Special General Meeting.

13.     DUTIES OF SECRETARY:

The Secretary will keep a register of members of the Club for the time being listing for each member’s full name, and address and the date of the latest payment by such member of his or her subscription. The Secretary shall be responsible for the maintenance of correspondence in accordance with the Committee’s wishes and will convene all meetings in accordance with the Rules.  He or she will keep a faithful record of the business transacted at all Annual General or Special General Meetings of members and minutes of all resolutions and proceedings of the Committee shall be entered in a book to be provided for the purpose. He or she shall also be responsible for keeping the register of Ordinary members and for recording therein in respect of each Ordinary member any payment made by the Club from time to time in accordance with the Rules and By-laws.

14.     INSPECTION OF BOOKS:

The Secretary will make available for inspection by any member of the association at any reasonable hour the records, books and other documents of the association.  Such inspection will be at a place within the Territory and free of charge.

15.     DUTIES OF TREASURER:

The Treasurer shall keep correct accounts and books showing the financial affairs of the Club and particulars usually shown in the books of account of like nature. He or she shall furnish a financial statement to the Committee as required from time to time and shall submit to the Annual General Meeting a duly audited financial statement covering the years transactions. The Treasurer shall be the public officer for any purpose under any taxation legislation and under the Associations Incorporation Act 1991 provided that if the Treasurer for the time being is not a resident of the Australian Capital Territory, the Committee may appoint a member who is so resident as public officer for the purposes of the Associations Incorporation Act or other law.

16.     FUNDS OF THE CLUB:

All funds of the Club shall be lodged in an account with a financial institution as the Committee may decide. All payments shall be by cheque or credit card and shall be authorised by any two Committee members nominated by the Committee.

17.     HONORARIUMS:

The Committee shall have the power to award an Honorarium to the Secretary and/or Treasurer and/or other honorary officers of the Club in any financial year and to fix the amount thereof.

18.     AUDITORS:

An Auditor who shall not be a Member of the Committee, shall be appointed at the Annual General Meeting, or in the case of an extraordinary vacancy, by the Committee. The yearly account shall be audited by him, and if correct, certified in writing under his hand before they are submitted to the Annual General Meeting.

19.     VOTING:

(a)                Only financial members shall be eligible to vote at any meeting but such votes may be made personally or by proxy whether the vote is taken in respect of an election or of a resolution.

(b)               No person shall be appointed proxy unless he is a financial member.

(c)                The instrument appointing a proxy shall be delivered to the Secretary prior to the time fixed for the commencement of the meeting at which the person named in such instrument proposes to vote in respect thereof.

(d)               The appointment of a proxy shall be valid only for the meeting in respect of which it is expressly given or any adjournment thereof. The instrument appointing a proxy shall be in or to the effect of the following form:-

I hereby appoint ………………….my proxy to vote for me at a meeting of the members of Hi Noon Ski Club Incorporated to be held on the ……day of ………20…… or at any adjournment thereof.

DATED this ……… day of ………..20 ……

 

Signature……………………..

 

Witness …………………………

Provided that the powers of a person acting under a proxy may be limited to such an extent as the member giving it may state in the instrument. If two or more proxies shall be presented from the same person at any meeting the last in date shall only be valid.

(e)                Except under the circumstances provided in the Rules voting at any meeting shall be decided by a show of hands but if before the declaration of the result of such vote a poll be demanded by any person entitled to vote the vote shall be decided by a poll.

(f)                Unless specifically provided otherwise in these Rules the result of a vote will be determined by a simple majority of the persons voting. Where in these Rules there is a requirement for a two- thirds majority such majority shall be a two-thirds majority of the persons voting.

(g)               The majority of the voting power in the Club shall not be held by less than ten (10) persons. For the purpose of applying this sub-clause a person and their relatives, their nominees or the nominees of any of their relatives shall be deemed to be one person. Brother, sister, father, mother, husband, wife, children and grandchildren of a member shall be deemed to be their relatives for the purpose of this sub-clause.

20.     USE OF CLUB ADDRESS:

(a)                No member shall use or allow to be used the name of the Club in any advertising prospectus or business announcement.

(b)               The name and address of the Club shall not be given by a member as his address or otherwise for the purpose of identification in connection with legal proceedings.

21.     COMMON SEAL:

The Committee shall have the power to provide a Common Seal for the purposes of the Club and from time to time to destroy the same and substitute a new Seal in lieu thereof. The seal for the time being of the Club shall be kept under such custody and control as the Committee shall from time to time prescribe and it shall be affixed to such documents as may be determined by the Committee. Every instrument to which the Seal is affixed shall be signed by one Member of the Committee and countersigned by a second Member of the Committee.

22.     CALLS AND LEVIES:

The Committee may with the sanction of an Annual or Special General Meeting from time to time call upon the members pari passu to contribute funds for the general purpose of the Club or for any special purpose and at the times and places appointed by the Committee.

23.     WINDING UP ETC:

(a)                The income and property of the Club shall be applied solely towards the promotion of the objects of the Club and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, discount, rebate or otherwise by way of profit to any member of the Club provided that nothing herein contained shall prevent the payment in good faith of any commensurate remuneration of any member or servant of the Club or other person in return for any services actually rendered to the Club, nor the payment of reasonable interest on money lent or reasonable and proper rent for property or premises demised or let by any member of the Club. The Committee may set aside out of the income of the Club such sums as they think proper as a reserve fund and subject to the Associations Incorporation Act 1991 invest the several funds as set aside upon such investments as provided for in this Constitution and from time to time deal with and vary such investments and dispose of all or part thereof at their discretion for the benefit of the Club and to divide the reserve funds into such funds as they may think fit.

(b)               The winding up of the Club shall be in accordance with the Associations Incorporation Act 1991.

(c)                On the winding up of the Club, a member shall not be entitled to receive an amount in excess of any amounts payable in accordance with sub-clause 7(d).

Any surplus shall be given or transferred to:

(i)           some other association complying with section 92(2) of the Associations Incorporation Act 1991 as has been nominated by special resolution carried at an Annual or Special General Meeting, or

(ii)         such fund, authority or institution complying with the requirements of the Associations Incorporation Act 1991 as has been nominated by special resolution carried at an Annual or Special General Meeting.

(d)               The liability of a member to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the Club is limited to the amount, if any, unpaid by the member in respect of membership of the Club as required by Rule 5.

24.     ALTERATION OF CONSTITUTION:

The Constitution of the Club shall be added to or altered only by a special resolution passed at an Annual or Special General Meeting of members, notice of the meeting and the proposed addition or alteration having been given to all members at least twenty one days prior to the meeting, and must be approved by a majority of at least three quarters of the members voting thereat.

25.     SERVICE OF NOTICES:

Any notice required to be given to a member shall be sufficiently served if delivered personally or if left at the last known place of abode or business of the member to be served or if sent by post by either ordinary letter or by registered letter addressed to the person to be served by name at his last known place of abode or business and if that letter is not returned through the post office undelivered and such service shall be deemed to be made at the time when the letter would in the ordinary course be delivered.