Statement of Objects & Purposes

THE AUSTRALIAN VETERAN CYCLING COUNCIL Inc.

CONSTITUTION

STATEMENT OF PURPOSES

STATEMENT OF RULES

As amended 11 May 2016

THE AUSTRALIAN VETERAN CYCLING COUNCIL Inc.

TABLE OF CONTENTS

Page 3.Objects & Statement of Purposes.

Page 4.Name

Interpretation

Membership & Affiliation

Page 5.Register of Members

General Rights of Members

Page 6.Annual General Meeting

Special General Meeting

Page 7.Notice of Special General Meeting

Notice of General Meetings

Page 8.Quorum.

Proceedings at Meetings

Page 9.Committee of Management

Page 10.Election of Officers & Vacancy

Secretary

Page 11.Treasurer

Discipline of Member of Committee

Page 13.Discipline of Affiliated Bodies & Members.

Page 14.Indemnity

Cheques

Common Seal

Amendments to Constitution & Statement of Purpose

Page 15.Licenses

Financial Year

Funds.

Honorarium

Notices

Page16.Custody of Records.

Winding Up or Cancellation.

STATEMENT OF OBJECTS & PURPOSES

OF THE AUSTRALIAN VETERAN CYCLING COUNCIL Inc.

(Hereinafter referred to as the “Council”)

The objects and Purposes of the “Council” shall be:

(1)Control, Administer and Foster the sport of Veteran Cycle Racing in all

States and Territories of Australia.

(2)Issue racing licences to all Veteran Cyclists via their affiliated bodies.

(3)Control Veteran Cycling Championships of Australia for Road and

Track racing.

(4)Represent Veteran Cycling in dealings with other Cycling bodies in

Australia.

(5)Endeavour to promote major international events in Australia for

Veteran Cyclists registered with a body affiliated to the “Council”.

STATEMENT OF RULES

of the Australian Veteran Cycling Council Inc.

1.NAME

The name of the incorporation association is:

AUSTRALIAN VETERAN CYCLING COUNCIL Inc.

(hereinafter referred to as the “Council”).

2.INTERPRETATION

(1)In this constitution unless the contrary intention appears:

“Committee” means the Committee of Management of the Council.

“Financial year” means the year ending on 31st December.

“Special General Meeting” means a general meeting of members convened in accordance with Rule No. 6.

“ Licensed Member” is a member licensed through the “Council” and

sanctioned.

“The Act” means the Associations incorporation Act 1981.

“The Regulations” means regulations under the Act.

“Associate Member” means an affiliated club without voting rights.

(2)In these Rules, a reference to the secretary of the Council is a reference:

(a) where a person holds office under these Rules as Secretary of the Council --- to that person; and

(3)Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1981 and the Act as in force from time to time.

3.MEMBERSHIP & AFFILIATION.

Membership to the “Council” shall consist of financially affiliated Australian/State/Territory bodies.

Any State/Territory body recognised by the “Council” and paying the requisite fees as laid out in Rule 24 shall become an affiliated body which is a member of the “Council”. The “Council” will only recognise one body from each State/Territory.

All State/Territory bodies and affiliated Clubs and their Members are required to adhere to the “Council’s” racing rules and regulations as advised from time to time.

When it is deemed appropriate, individual State/Territory bodies and affiliated Clubs may amend such rules and regulations to suit their operational requirements. However, when such an amendment conflicts with the Rules of the “Council”, then the rules of the “Council” will prevail.

4.REGISTER OF MEMBERS.

(1)To be eligible for individual membership of the "Council", persons shall take out a license through an affiliated State/Territory body recognized by the "Council", except as determined in clause (a) below. Subject to the discretion of an affiliated State/Territory and with specific agreement of the Company to which the "Council" will be from time to time be insured, riders new to the “Council’ (AVCC) may be encouraged to participate in that affiliate's club events through being offered a trial ride without the need to take out a membership license.

(a)If there is an affiliated body in a State or Territory a rider from that State or Territory must join the “Council” through that affiliated body to be eligible to compete in any AVCC events. If there is not an affiliated body in a State or Territory, a rider from that State or Territory may obtain Council membership and obtain an AVCC licence and insurance cover directly from the “Council”. The licenced rider may be invited to represent that State or Territory body as the representative of that State or Territory on the “Council.”

(2)Membership shall be confirmed by the issue of a membership license the cost of which shall be determined under Rule 24.

(3)The Secretary shall keep and maintain a register of all Licensed Members in which shall be entered the full name, address and date of entry of each member and the register shall be available for inspection by members at the address of the Secretary.

5.GENERAL RIGHTS OF MEMBERS

(1) A member of the Association who is entitled to vote has the right:

a) to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and

(b)to submit items of business for consideration at general meetings; and

(c)to attend and be heard at meetings; and

(d) to vote at general meetings; and

(e) to have access to the minutes of general meetings and other documents of the Association as provided under Rule 75; and

(f)to inspect the register of members.

(2)A member is entitled to vote if:

(a) the member is a member other than an associate member; and

(b) more than 10 business days have passed since he or she became a member of the Association; and

(c) the member’s membership rights are not suspended for any reason

(3) The rights of a member are not transferable and end when membership ceases.

(4) All members shall have an input into the national decision-making process

through their State/Territory delegate(s) to the ‘Councils’ (AVCC) Annual

General Meeting or Special General Meetings; the State/Territory delegate(s)

in turn shall be elected by club representatives, who in turn shall be elected

and instructed by the decision of club members.

6.ANNUAL GENERAL MEETING

The Annual General Meeting may be held at the venue of the Road Championship series. Each State/Territory shall appoint one delegate to attend.

(1)The “Council” shall in each calendar year convene an annual general meeting of its members.

(2)The ordinary business of the Annual General Meeting shall be:

(a) to confirm the minutes of the last preceding annual general meeting and of any meeting held since that meeting;

(b) to receive from the Committee reports upon the transactions of the Council during the last preceding financial year;

(c) to elect officers of the Council and the ordinary members of the Committee; and

(d) to receive and consider the statement submitted by the “Council” in accordance with Section 30(3) of the Act.

(3)The Annual General Meeting may transact special business of which notice is given in accordance with the rules.

(4)The Annual General Meeting shall be in addition to any other general meetings that may be held in the same year.

7.SPECIAL GENERAL MEETING

All General Meetings other than the Annual General Meeting shall be called Special General Meetings.

(1)The Committee may, whenever it thinks fit, convene a Special General Meeting of the “Council” and, where, but for this sub-clause, more than 15 months would lapse between Annual General Meetings, shall convene a Special General Meeting before the expiration of that period.

(2)The Committee shall, on the requisition in writing of not less than 50% of the total number of State/Territory voting members, convene a Special General Meeting of the “Council”.

(3)The requisition for a Special General Meeting shall state the objects of the Meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.

(4)If the Committee does not cause a Special General Meeting to be held within one month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a Special General Meeting to be held not later than 3 months after that date.

(5)A Special General Meeting convened by members in pursuance of these Rules shall be convened in the same manner as nearly as possible as that in which Meetings are convened by the Committee, and all reasonable expenses incurred in convening the meeting shall be refunded by the “Council” to the persons incurring the expenses.

8.NOTICE OF SPECIAL GENERAL MEETING

(1)The Secretary of the “Council” shall, at least 30 days before the date fixed for holding a Special General Meeting of the “Council”, cause to be sent to the current Delegate and Secretary of each State/Territory Body controlling Veteran Cycling to the address appearing in the register of members, a notice stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

Notice may be sent:

(a)by prepaid post to the address appearing in the register of members; or

(b)if the member requests, by facsimile transmission or electronic transmission

(2) No business other than that set out in the notice convening the meeting shall be transacted at the meeting.

(3)A member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next Special General Meeting after the receipt of the notice.

9. NOTICE OF GENERAL MEETINGS.

(1) The Secretary of the Association (Council), at least 14 days, or if a special resolution has been proposed at least 21 days before the date fixed for holding a general meeting of the “Council ", must cause to be sent to each member of the "Council", a notice stating the place, date and time of the meeting and nature of the business to be conducted at the meeting.

(2) Notice may be sent:

(a) by prepaid post to the address appearing in the register of members; or

(b) if the member requests, by facsimile transmission or electronic transmission.

(3) No business other than that set out in the notice convening the meeting may be conducted at the meeting.

(4) A member intending to bring any business before a meeting may notify in writing, or by electronic transmission, the Secretary of that business, who must include that business in the notice calling the next general meeting.

10.QUORUM

a)Quorums for meetings to transact any special business at the Annual General Meeting and for Special General Meetings shall be two-thirds (2/3) of the eligible votes in person. Quorums for meetings of the Committee shall be the same.

b) The Vice-President and Secretary/Treasurer shall only be included in the quorum if they are also acting as their State or Territory delegate.

11.PROCEEDINGS AT MEETINGS

(1)All business that is transacted at a Special General Meeting and all business that is transacted at the Annual General Meeting with the exception of that specially referred to in these Rules as being the ordinary business of the Annual General Meeting shall be deemed to be special business.

(2)No item of business shall be transacted at a Special General Meeting unless a quorum of members entitled under these Rules to vote is present during the time when the meeting is considering that item.

(3)The President, or in his absence, the Vice-President, shall preside as Chairperson at each General Meeting of the Council.

(4)If the President and the Vice-President are absent from the General Meeting, the members present shall elect one of their number to preside as Chairperson of the Meeting.

(5) (1)The Chairperson of a General Meeting at which a quorum is present may, with the consent of the Meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than business left unfinished at the meeting at which the adjournment took place.

(a)Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting shall be given as in the case of the Special General Meeting.

(b)Except as provided in Sub-Clauses (1) and (a), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

(6)(1) A question arising at a General Meeting of the “Council” shall be determined on a show of hands and unless before or on the declaration of a show of hands a poll is demanded, a declaration by the Chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minute Book of the “Council” is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

(2) Voting shall be by one Delegate from each State/Territory or proxies and in the case of a deadlock the President shall have the casting vote. The Vice-President and the Secretary/Treasurer may act as their State's/Territory’s delegate. The President, the Vice-President and the Secretary/Treasurer shall have the power to vote in their own right but shall not have the right to vote in both their official capacity and as a Delegate.

(7)(1) If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

(2)A poll that is demanded on the election of a Chairperson or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairperson may direct.

(8)(1)Each member shall be entitled to appoint another member as his/her proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

(2)The notice appointing the proxy shall be in the form set out in Appendix 1.

12.COMMITTEE OF MANAGEMENT

(1) The affairs of the “Council” shall be managed by a Committee of Management consisting of the President, Vice-President and Secretary/Treasurer.

(2)The Committee shall manage the ongoing affairs and business of the “Council” and in accordance with this constitution in its representation of Veteran Cycling in all Australian States and Territories. Annual conferences may take place at the time of the Australian Veteran Road Championships. An additional Conference may be called by the Committee of Management at any time between Annual General Meetings. Decisions which the Committee of Management believe should be ratified by the States/Territories between conferences shall be resolved by a postal vote with each State/Territory recording a single vote.

(3)The Officers of the Council shall be:

(a)A President.

(b)A Vice-President, plus one Delegate from each State/Territory.

(c)A Secretary/Treasurer.

(4)The President shall occupy the Chair and conduct meetings in accordance with the rules and regulations of meeting procedure and in compliance with the “Council’s” Constitution.

13.ELECTION OF OFFICERS & VACANCY

(1)The election of officers of the executive committee shall be carried out at the Annual General Meeting except where a vacancy occurs pursuant to Rule 13(6).

(2)The period of office for all officers shall be one year.

(3)The Delegates, one from each State/Territory, shall be nominated by their respective State/Territory

(4)Nominations of candidates for election of the Committee for the positions of President, Vice-President, Secretary/Treasurer, shall be:

(a)Made in writing signed by the candidate and an Executive member of the State/Territory Veteran Controlling Body.

(b)Delivered to the Secretary of the Council not less than 28 days before the date fixed for holding the Annual General Meeting.

(c)Open for all positions by a single candidate but that candidate shall be appointed to only one of the positions.

(5)For the purpose of these rules the office of an Officer of the “Council” becomes vacant if the Officer:

(a)Becomes insolvent under administration under the Bankruptsy Act 1966.

(b)Resigns his office by notice in writing to the Secretary.

(6)In the event of a vacancy occurring the committee may appoint a fellow officer of the “Council” to fill the vacancy until the next Annual General Meeting or Special General Meeting.

(7)To ensure the independence of the “Council” a member who acts as,or is, an official of another cycling organisation shall not be eligible for nomination to any AVCC official position as an officer or committee member at club, state, or national level, nor shalltheyserve as a delegate at the Annual General Meeting or Special General Meeting of the AVCC

14.SECRETARY

The Secretary of the Council shall keep minutes of the resolutions and proceedings of each Annual General Meeting and Special General Meeting in books provided for that purpose, together with a record of the names of persons present at Executive Meetings.

The Secretary shall prepare all “Council” Meeting Agenda and notify all State/Territory delegates within the constitutional time of all Notices of Motion and Change of Rules.

The Secretary shall forward on behalf of the “Council” any document requested under the Associations Incorporation Act 1981 or amendments to that Act.

The Secretary shall communicate to the “Council” any instructions or requirements made by the Corporate Affairs body with whom this” Council” is registered.

15.TREASURER

The Treasurer of the “Council”:

(1) (a)Shall collect and receive all moneys due to the “Council” and make all payments authorized by the “Council”.

(b)Shall keep correct accounts, books and documents showing the financial affairs of the ‘Council” with full details of all receipts and expenditure connected with the activities of the "Council”.

(c)Shall present the Annual Financial Report after audit.

(d)The funds of the Association shall be derived from annual subscriptions from members, affiliation fees from State/Territory affiliates and any sources as shall be determined by the “Council”.

(2)The accounts, books and documents referred to in Sub-Clause (1) shall be available for inspection by any member on written application to the Treasurer.

16. DISCIPLINE OF MEMBER OF COMMITTEE