Our Constitution

RULES OF VICTORIA MOTORCYCLE CLUB OF WELLINGTON INCORPORATED

The Club

  1. NAME

    1. The name of the society is Victoria Motorcycle Club of Wellington Incorporated (“the Club”).
    2. The Club is constituted by resolution dated 9th June 1972.
  2. REGISTERED OFFICE

    1. The registered office of the Club shall be at such place as the Committee from time to time decides.
  3. OBJECTS OF THE CLUB

    1. The primary objects of the Club are to:
      1. To promote motorcycling in the community by providing, special functions, and outdoor activities and all other activities which will promote motorcycling in the community.
      2. To participate in competitive motorcycling and to provide such events.
      3. To promote good fellowship amongst its members, members of other clubs and members of the community.
      4. Do anything necessary or helpful to the above purposes.
    2. Without detracting from the primary objects, the secondary objects of the Club are to:
      1. Establish codes of behaviour applicable to members, and
      2. Make regulations or bylaws to advance the attainment of any of the above objects.
    3. Notwithstanding the above objects no member of the Club shall derive any personal pecuniary gain from membership of the Society.

MANAGEMENT OF THE SOCIETY

  1. MANAGING COMMITTEE

    1. The Club shall have a committee (“the Committee”) comprising the managing committee (“the Officers”) and ordinary committee members
    2. The Officers shall comprise the following persons:
      1. The President;
      2. The Race Coordinator;
      3. The Social Coordinator;
      4. The Secretary;
      5. The Treasurer;
      6. The Membership Secretary;
      7. The Entries Secretary;
      8. The Historian;
      9. Such other Members as the Club shall decide.
    3. There shall be a minimum of two, and no more than six, ordinary committee Members, in addition to the Officers.
    4. Only Members of the Club may be Committee Members.
    5. The Term of Ordinary Committee member shall be one year. All other positions shall be for a term of two years.
    6. The position of President, Social Coordinator, the Treasurer, and the Entries Secretary shall be elected at alternate years to the positions of the Race Coordinator, the Secretary, the Membership Secretary and the Historian.
    7. Any person standing for President of the club must have served for not less than one (1) year on the committee in the previous five (5) years.
    8. Nothing in these rules shall prohibit any Member standing for any position on one or more occasions provided they meet the criteria for election.
  2. APPOINTMENT OF COMMITTEE MEMBERS

    1. At an Annual General Meeting, the Members shall by majority vote:
      1. Decide on the number of Ordinary Committee members;
      2. Decide whether any Committee Member may hold more than one position as an officer;
      3. Decide if any Officer member is to be removed; and,
      4. Elect, as is necessary, by majority vote such Officers and Ordinary Committee Members as are due for election or as are necessary to fill any vacancies on the Management Committee.
  3. CESSATION OF COMMITTEE MEMBERSHIP

    1. Persons cease to be Committee Members when:
      1. They resign by giving written notice to the Committee.
      2. They are removed by majority vote of the Club at an Annual General Meeting.
      3. Their Term expires.
      4. If any Committee Member is absent from three consecutive meetings without leave of absence the President may declare that person’s position to be vacant.
    2. If a person ceases to be a Committee Member, that person must within one month give to the Committee all Club documents and property.
  4. NOMINATION OF COMMITTEE MEMBERS

    1. Nominations for members of the Committee shall be called for at least 28 days before an Annual General Meeting. Each candidate shall be proposed and seconded in writing by Members and the completed nomination delivered to the Secretary. Nominations shall close at 5pm on the 14th day before the Annual General Meeting. All retiring members of the Committee shall be eligible for re-election.
    2. If the position of any Committee Member becomes vacant between Annual General Meetings, the Committee may appoint another Club Member to fill that vacancy until the next Annual General Meeting.
  5. ROLE OF THE COMMITTEE

    1. Subject to the rules of the Club (“The Rules”), the role of the Committee is to:
      1. Administer, manage, and control the Club;
      2. Carry out the purposes of the Club, and Use Money or Other Assets to do that;
      3. Manage the Club’s financial affairs, including approving the annual financial statements for presentation to the Members at the Annual General Meetings;
      4. Set accounting policies in line with generally accepted accounting practice;
      5. Delegate responsibility and co-opt members where necessary;
      6. Ensure that all Members follow the Rules;
      7. Decide the times and dates for Meetings, and set the agenda for Meetings;
      8. Decide the procedures for dealing with complaints;
      9. Set Membership fees, including subscriptions and levies;
      10. Make regulations.
    2. The Committee has all of the powers of the Club, unless the Committee’s power is limited by these Rules, or by a majority decision of the Club.
    3. All decisions of the Committee shall be by a majority vote. In the event of an equal vote, the President shall have a casting vote, that is, a second vote.
    4. Decisions of the Committee bind the Club, unless the Committee’s power is limited by these Rules or by a majority decision of the Club at a Club Meeting.
    5. The Committee may from time to time may make and amend regulations, bylaws and policies for the conduct and control of Club activities, but no such regulations, bylaws and policies shall be inconsistent with these Rules. These Rules, and such regulations, bylaws and policies shall be available at all reasonable times for inspection by members, and copies shall be provided (at cost) to any Member on request.
    6. No Officer or member of the Committee shall be liable for the acts or defaults of any other Officer or member of the Committee or any loss occasioned thereby, unless occasioned by their willful default or by their willful acquiescence.
    7. The Officers, Committee and each of its members shall be indemnified by the Club for all liabilities and costs incurred by them in the performance of the functions and duties, other than as a result of their willful default.
    8. The Executive may appoint subcommittees consisting of such persons (whether or not members of the Club) and for such purposes as it thinks fit.
    9. Unless otherwise resolved by the Management Committee:
      1. The quorum of every subcommittee is half the members of the subcommittee holding office,
      2. No subcommittee shall have power to co-opt additional members,
      3. No subcommittee may commit the Club to any financial expenditure without express authority, and
      4. No subcommittee may delegate any of its powers.
      5. Any subcommittee may act by resolution approved by not less than two thirds of the members of the subcommittee through a written ballot conducted by mail, facsimile or email.
    10. The trustees of the Clubs bank account shall be between 2 and 5 members, nominated by the Committee, as long as no two reside together nor are in a spouse/partner relationship. Any two of these may authorise transactions for disbursement from the Clubs bank account.
  6. ROLES OF COMMITTEE MEMBERS

    1. The President is responsible for:
      1. Ensuring that the Rules are followed;
      2. Convening Meetings and establishing whether or not a quorum (half of the Officers ) is present;
      3. Chairing Meetings, deciding who may speak and when;
      4. Overseeing the operation of the Club;
      5. Providing a report on the operations of the Club at each Annual General Meeting.
    2. The Secretary is responsible for:
      1. Recording the minutes of Meetings;
      2. Holding the Club’s records, documents, and books except those required for the Treasurer’s function;
      3. Receiving and replying to correspondence as required by the Committee;
      4. Forwarding the annual financial statements for the Club to the Registrar of Incorporated Societies upon their approval by the Members at an Annual General Meeting.
      5. Advising the Registrar of Incorporated Societies of any rule changes;
    3. The Treasurer is responsible for:
      1. Keeping proper accounting records of the Club’s financial transactions to allow the Club’s financial position to be readily ascertained;
      2. Preparing annual financial statements for presentation at each Annual General Meeting. These statements should be prepared in accordance with the Societies’ accounting policies (see 8.1.d).
      3. Providing a financial report at each Annual General Meeting;
      4. Providing financial information to the Committee as the Committee determines.
    4. The Race Coordinator is responsible for:
      1. Organising and budgeting all race related activities of the club;
    5. The Social Coordinator is responsible for:
      1. Organising and budgeting all social related activities of the club;
    6. The Membership Secretary is responsible for:
      1. Keeping the Register of Members;
      2. making information contained available to the committee as needed;
      3. check payment has been made for the membership.
    7. The Entries Secretary is responsible for:
      1. Keeping the Register of event entries;
      2. making information contained available to the committee as needed;
      3. check payment has been made for the entry.
    8. The Historian is responsible for:
      1. Keeping the Register of the clubs historical records and assets;
      2. Keeping said items in good care and condition;
      3. Converting said assets to a digital form where possible.
  7. COMMITTEE MEETINGS

    1. Committee meetings may be held via video or telephone conference, or other formats as the Committee may decide;
    2. No Committee Meeting may be held unless more than half of the Committee Members attend;
    3. The President shall chair Committee Meetings, or if the President is absent, the Committee shall elect a Committee Member to chair that meeting;
    4. Decisions of the Committee shall be by majority vote;
    5. The President or person acting as President has a casting vote, that is, a second vote;
    6. Only Committee Members present at a Committee Meeting may vote at that Committee Meeting.
    7. Subject to these Rules, the Committee may regulate its own practices;
    8. The President or his nominee shall adjourn the meeting if necessary.
    9. Adjourned Committee Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the President of the Club, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The President may with the consent of any Committee Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

Club membership

  1. TYPES OF MEMBERS

    1. Membership may comprise different classes of membership. The classes of membership are:
      1. ORDINARY MEMBERSHIP
      2. Any person shall be eligible for the membership of the Club who is approved by the Club Committee for the time being and who shall pay the subscription hereinafter provided for.
        1. Upon acceptance of the initial membership application of a new member, such member shall be issued with a copy of the current Rules of the Club.
        2. At such times as may be considered necessary by the Club Committee, and in all cases when a change in the Club rules has been approved by a General Meeting, a copy of the new Rules shall be issued by the Honorary Secretary to all financial and honorary life members of the Club at the time being.
      3. HONORARY LIFE MEMBERSHIP
      4. The club shall also have the power at any Annual General Meeting to elect Honorary Life Members. Such life membership shall carry with it all privileges, including eligibility to hold any office in the Club. Honorary life members must be nominated in writing, such nomination being made to the Honorary Secretary and being duly proposed by a Club member and then approved by at least two thirds majority of the Committee at a meeting duly convened. If approved by such majority of the Committee such nomination shall then be subsequently referred to the succeeding Annual General Meeting for confirmation by vote. As a guide, a candidate for Honorary Life Membership shall have been a member of the Club for a minimum of five consecutive years and have been active in assisting at, or organising Club events for a significant period. It is not intended to be a reward for personal achievements in competition, but as an honour bestowed upon a very select few who have had a major effect upon the Club by “acting above and beyond the call of duty”.
  2. OBLIGATIONS OF MEMBERS

    1. All Members (and Committee Members) shall promote the purposes of the Club and shall do nothing to bring the Club into disrepute.
    2. Members have the rights and responsibilities set out in these Rules.
    3. Members must comply with the Club’s Code of Conduct at all times.
  3. ADMISSION OF MEMBERS

    1. To become a Member, a person (“the Applicant”) must:
      1. Complete an application form; and
      2. Supply any other information the Committee requires.
    2. The Committee may interview the Applicant when it considers Membership applications.
    3. The Committee shall have complete discretion when it decides whether or not to allow the Applicant become a Member. The Committee shall advise the Applicant of its decision, and that decision shall be final.
  4. THE REGISTER OF MEMBERS

    1. The Membership Secretary shall keep a register of Members (“the Register”), which shall contain the names, the postal and email addresses and telephone numbers of all Members, and the dates at which they became Members.
    2. If a Member’s contact details change, that Member shall give the new postal or email address or telephone number to the Membership Secretary.
    3. Each Member shall provide such other details as the Committee requires.
    4. Members shall have reasonable access to their personal details as held by the Club.
  5. CESSATION OF MEMBERSHIP

    1. Any Member may resign by giving written notice to the Secretary.
    2. Membership terminated in the following way:
      1. If, for any reason whatsoever, the Committee is of the view that a Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Club, the Committee may give written notice of this to the Member (“the Committee’s Notice”). The Committee’s Notice must:
        1. Explain how the Member is breaching the Rules or acting in a manner inconsistent with the purposes of the Club;
        2. State what the Member must do in order to remedy the situation; or state that the Member must write to the Committee giving reasons why the Committee should not terminate the Member’s Membership.
        3. State that if, within 14 days of the Member receiving the Committee’s Notice, the Committee is not satisfied, the Committee may in its absolute discretion immediately terminate the Member’s Membership.
        4. State that if the Committee terminates the Member’s Membership, the Member may appeal to the Club.
      2. 14 days after the Member received the Committee’s Notice, the Committee may in its absolute discretion by majority vote terminate the Member’s Membership by giving the Member written notice (“Termination Notice”), which takes immediate effect. The Termination Notice must state that the Member may appeal to the Club at the next Committee Meeting by giving written notice to the Secretary (“Member’s Notice”) within 14 days of the Member’s receipt of the Termination Notice.
      3. If the Member gives the Member’s Notice to the Secretary, the Member will have the right to be fairly heard at a Committee Meeting held within the following 28 days. If the Member chooses, the Member may provide the Secretary with a written explanation of the events as the Member sees them (“the Member’s Explanation”), and the Member may require the Secretary to give the Member’s Explanation to every other Member within 7 days of the Secretary receiving the Member’s Explanation. If the Member is not satisfied that the other Club Members have had sufficient time to consider the Member’s Explanation, the Member may defer his or her right to be heard until the following Committee Meeting.
      4. When the Member is heard at a Committee Meeting, the Club may question the Member and the Committee Members.
      5. The Club shall then by majority vote decide whether to let the termination stand, or whether to reinstate the Member. The Club’s decision will be final.

Money and other assets of the society

  1. USE OF MONEY AND OTHER ASSETS

    1. The Club may only Use Money and Other Assets if:
      1. It is for a purpose of the Club;
      2. It is not for the sole personal or individual benefit of any Member; and
      3. That Use has been approved by either the Committee or by majority vote of the Club.
  2. JOINING FEES, SUBSCRIPTIONS AND LEVIES

    1. If any Member does not pay a Subscription or levy by the date set by the Committee or the Club, the Membership Secretary will give written notice that, unless the arrears are paid by a nominated date, the Membership will be terminated. After that date, the Member shall (without being released from the obligation of payment of any sums due to the Club) have no Membership rights and shall not be entitled to participate in any Club activity.
    2. Membership must be renewed annually on the nominated date to maintain membership. Non-payment within one month will result in cessation of membership.
  3. ADDITIONAL POWERS

    1. In addition to its statutory powers, the Club:
      1. May use such of its funds to pay the costs and expenses of furthering or carrying out its objects, and for that purpose may employ such people as may seem expedient,
      2. May purchase, lease, hire or otherwise acquire, may exchange, and may sell, lease or otherwise dispose of property, rights or privileges to further or carry out its objects as may seem expedient,
      3. May invest in any investment in which a trustee might invest, and
      4. Shall have power to borrow or raise money by debenture, bonds, mortgage and other means, with or without security, but such borrowing powers shall not be exercised other than by resolution of a General Meeting of which proposed resolution at least ten clear days’ written notice was given by circulation to all Members or by notification in the public notices column of a local daily newspaper.
    2. Notwithstanding any other provision, the Club shall not expend any money:
      1. Other than to further purposes recognised by law, nor
      2. For the sole personal or individual benefit of any Member.
    3. Any transactions between the Club and any Member, Officer or Member of the Committee, or any associated persons shall be at arms’ length and in accordance with prevailing commercial terms on which the Club would deal with third parties not associated with the Society, and any payments made in respect of such transactions shall be limited to:
      1. A fair and reasonable reward for services performed,
      2. Reimbursement of expenses properly incurred,
      3. Usual professional, business or trade charges, and
      4. Interest at no more than current commercial rates.
  4. FINANCIAL YEAR

    1. The financial year of the Club begins on 1 November of every year and ends on 31 October of the next year.
  5. ASSURANCE ON THE FINANCIAL STATEMENTS

    1. No review or audit of the annual financial statements is required unless
      1. a review or audit is requested by 5% of the Members at any properly convened Annual General Meeting;
      2. or any one standing committee member requests and audit or review;
      3. there is a change to the Treasurer;
      4. there hasn’t been an audit or review for five years.

Conduct of meetings

  1. CLUB MEETINGS

    1. A Club Meeting is either an Annual General Meeting or a Special General Meeting.
    2. The Annual General Meeting shall be held once every year no later than five months after the Club’s balance date. The Committee shall determine when and where the Club shall meet within those dates.
    3. Special General Meetings may be called by the Committee. The Committee must call a Special General Meeting within four months if the Secretary receives a written request signed by at least 10% of the Members.
    4. The Secretary shall:
      1. Give all Members at least 5 days Written Notice of the business to be conducted at any Club Meeting
      2. Additionally, the Secretary will provide, appropriate:
      3. A copy of the President’s Report on the Club’s operations and of the Annual Financial Statements as approved by the Committee,
      4. A list of Nominees for the Committee, and information about those Nominees if it has been provided. (The Secretary must not provide Members with information exceeding one side of an A4 sheet of paper per Nominee)
      5. Notice of any motions and the Committee’s recommendations about those motions.
      6. If the Secretary has sent a notice to all Members in good faith, the Meeting and its business will not be invalidated simply because one or more Members do not receive the notice.
    5. All Members may attend and vote at Club Meetings or via the online voting system.
    6. No Club Meeting may be held unless at least 15 eligible Members attend. (This will constitute a quorum.)
    7. All Club Meetings shall be Chaired by the President. If the President is absent, the Club shall elect another Committee Member to Chair that meeting. Any person Chairing a Club Meeting has a casting vote.
    8. On any given motion at a Club Meeting, the President shall in good faith determine whether to vote by:
      1. Voices;
      2. Show of hands; or
      3. Secret ballot. And shall include all votes via the online voting system.  However, if any Member demands a secret ballot before a vote by voices or show of hands has begun, voting must be by secret ballot, which shall include the online votes. If a secret ballot is held, the President will have a casting, that is, second vote.
    9. The business of an Annual General Meeting shall be:
      1. Receiving any minutes of the previous Annual General Meeting(s);
      2. The President’s report on the business of the Club;
      3. The Treasurer’s report on the finances of the Club, and the Annual Financial Statements;
      4. Election of Committee Members;
      5. Motions to be considered;
      6. General business.
    10. The President or his nominee shall adjourn the meeting if necessary.
    11. Adjourned Meetings: If within half an hour after the time appointed for a meeting a quorum is not present the meeting, if convened upon requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day, time and place determined by the President of the Club, and if at such adjourned meeting a quorum is not present the meeting shall be dissolved without further adjournments. The President may with the consent of any Club Meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
  1. MOTIONS AT CLUB MEETINGS

    1. Any Member may request that a motion be voted on (“Member’s Motion”) at a particular Club Meeting, by giving written notice to the Secretary at least 28 days before that meeting. The Member may also provide information in support of the motion (“Member’s Information”). The Committee may in its absolute discretion decide whether or not the Club will vote on the motion. However, if the Member’s Motion is signed by at least 34% of eligible Members:
      1. It must be voted on at the Club Meeting chosen by the Member; and
      2. The Secretary must give the Member’s Information to all Members at least 5 days before the Club Meeting chosen by the Member; or If the Secretary fails to do this, the Member has the right to raise the motion at the following Club Meeting.
    2. The Committee may also decide to put forward motions for the Club to vote on (“Committee Motions”) which shall be suitably notified.

Common seal

  1. COMMON SEAL

    1. The Committee shall provide a common seal for the Club and may from time to time replace it with a new one.
    2. The Secretary shall have custody of the common seal, which shall only be used by the authority of the Committee. Every document to which the common seal is affixed shall be signed by the President and countersigned by the Secretary or a member of the Committee.

Altering the rules

  1. ALTERING THE RULES

    1. The Club may alter or replace these Rules at a Club Meeting by a resolution passed by a two-thirds majority of those Members present.
    2. Any proposed motion to amend or replace these Rules shall be signed by at least 5 eligible Members and given in writing to the Secretary at least 28 days before the Club Meeting at which the motion is to be considered, and accompanied by a written explanation of the reasons for the proposal.
    3. At least 5 days before the General Meeting at which any Rule change is to be considered the Secretary shall give to all Members written notice of the proposed motion, the reasons for the proposal, and any recommendations the Committee has.
    4. When a Rule change is approved by a General Meeting no Rule change shall take effect until the Secretary has filed the changes with the Registrar of Incorporated Societies.
    5. No addition to or alteration of the non profit aims, personal benefit clause or the winding up clause shall be made which affect the tax exempt status. The provisions and effect of this clause shall not be removed from this document and shall be included and implied into any document replacing this document.

Bylaws

  1. BYLAWS TO GOVERN THE CLUB

    1. The Committee may from time-to-time make, alter or rescind bylaws for the general management of the society, so long as these are not repugnant to these rules or to the provisions of law. All such bylaws shall be binding on members of the Club. A copy of the bylaws for the time being, shall be available for inspection by any member on request to the Secretary.

Winding up

  1. WINDING UP

    1. The Society may be wound up under the provisions of the Incorporated Societies Act 1908.
    2. If the Society is wound up, the surplus assets after payment of all debts, costs and liabilities shall be disposed of for such purposes in New Zealand as may be determined in accordance with the statute or resolution to wind up, but no distribution shall be made to any Member.

Definitions

  1. DEFINITIONS AND MISCELLANEOUS MATTERS

    1. In these Rules:
      1. “Majority vote” means a vote made by more than half of the Members who are present at a Meeting and who are entitled to vote and voting at that Meeting upon a resolution put to that Meeting.
      2. “Money or Other Assets” means any real or personal property or any interest therein, owned or controlled to any extent by the Club.
      3. “Club Meeting” means any Annual General Meeting, or any Special General Meeting, but not a Committee Meeting.
      4. “Use Money or Other Assets” means to use, handle, invest, transfer, give, apply, expend, dispose of, or in any other way deal with, Money or Other Assets.
      5. “Written Notice” means communication by post, electronic means (including email, and website posting), or advertisement in periodicals, or a combination of these methods.
      6. It is assumed that
        1. Where a masculine is used, the feminine is included
        2. Where the singular is used, plural forms of the noun are also inferred
        3. Headings are a matter of reference and not a part of the rules
      7. Matters not covered in these rules shall be decided upon by the Committee.
      8. “Officers” are Committee Members with specific roles in the Club’s management
      9. “Suitable notification” means a period of no less than 5 days and no more than 28 days