Rules

1. NAME

THE EARLY MODEL HOLDEN CLUB OF VICTORIA INCORPORATED

For the pur­pos­es of these rules an ear­ly Mod­el Hold­en car shall be Hold­en Motor cars of the 1948 to 1953 series and the FJ series and pro­to­types thereof.

2. OBJECTS

The Club is formed to pro­vide for: -

A) The pro­mo­tion and use of Ear­ly Mod­el Hold­en cars.

B) The obtain­ing of motor parts suit­able for instal­la­tion in Ear­ly Mod­el Hold­ens on behalf of finan­cial mem­bers of the Club.

C) To encour­age mem­bers in the restora­tion, preser­va­tion and/or mod­i­fi­ca­tion of Ear­ly Mod­el Holdens.

D) To encour­age the use of Ear­ly Mod­el Hold­en cars by the pro­mo­tion of ral­lies and the giv­ing of prizes and by any oth­er means which may from time to time be deter­mined by the Club.

E) To encour­age activ­i­ties which are infor­ma­tive and to pro­mote social func­tions for Club Members.

3. MEMBERSHIPS

A) Full mem­ber­ship is open to any per­son inter­est­ed in or who is the own­er of an Ear­ly Mod­el Hold­en car.

B) Asso­ciate mem­ber­ship is open to own­ers of post 1956 mod­el Hold­ens as Asso­ciate Members.

C) To attain the sta­tus of an hon­orary life mem­ber of the Ear­ly Mod­el Hold­en Club of Vic­to­ria Incor­po­rat­ed, with the full ben­e­fits of a finan­cial mem­ber, a mem­ber must com­ply with one of the fol­low­ing criteria:-

1. Ten (10) con­sec­u­tive years served on the Committee.

2. Fif­teen (15) years gen­er­al mem­ber­ship of which ten (10) years must have been served on the Committee.

3. Twen­ty (20) years as an active/ par­tic­i­pat­ing mem­ber of the club.

Nom­i­na­tions for the above are to be for­ward­ed to the Com­mit­tee for endorse­ment, fol­lowed by a vote by the gen­er­al membership.

4. SUBSCRIPTIONS

A) The sub­scrip­tions will be set at the dis­cre­tion of the Committee.

B) All annu­al Sub­scrip­tions shall be payable with­in 30 days after becom­ing a mem­ber of the Club at a pro-rata rate until full Annu­al Mem­ber­ship is due.

C) If an annu­al sub­scrip­tion has not been paid in full on or before 10 days after the date of expiry, the mem­ber may be expelled at the dis­cre­tion of the Committee.

D) Sub­scrip­tions cov­er the mem­ber and their imme­di­ate fam­i­ly how­ev­er fam­i­ly mem­bers with addi­tion­al cars will incur a fee of 50% of the annu­al sub­scrip­tion each, enti­tling them to full mem­ber status.

5. REGISTER OF MEMBERS

A) The Sec­re­tary shall keep and main­tain a reg­is­ter of mem­bers which will include the full name, address and date of entry of each mem­ber and whether or not their sub­scrip­tion has been paid. The reg­is­ter shall be avail­able for inspec­tion by mem­bers at the address of the Secretary.

6. COMMITTEE

The Club shall be con­trolled and man­aged by a Com­mit­tee of mem­bers and con­sist of the fol­low­ing Officers:-

A) Pres­i­dent, Vice Pres­i­dent, Sec­re­tary, Trea­sur­er and not less than one or not more than six oth­er members.

B) The Com­mit­tee shall be elect­ed at the Annu­al Gen­er­al Meet­ing and sub­ject to ter­mi­na­tion of office by res­ig­na­tion or oth­er­wise shall remain in office until their suc­ces­sors are appoint­ed an the Annu­al Gen­er­al Meet­ing next fol­low­ing their appointment.

C) The Com­mit­tee shall have pow­er to appoint any mem­ber to fill any vacan­cy that may occur. The retir­ing Offi­cers and oth­er mem­bers of the Com­mit­tee shall be eli­gi­ble for re-election.

7. ELECTION OF THE COMMITTEE

A) Nom­i­na­tions of can­di­dates for elec­tion as offi­cers or ordi­nary mem­bers of the com­mit­tee — shall be tak­en from the floor at the Annu­al Gen­er­al Meet­ing by one mem­ber and be accom­pa­nied by ver­bal con­sent of the candidate.

B) If the num­ber of nom­i­na­tions received is equal to the num­ber of vacan­cies to be filled, the per­son nom­i­nat­ed shall be deemed to be elected.

C) If the num­ber of nom­i­na­tions exceeds the num­ber of vacan­cies to be filled, a bal­lot shall be held.

D) The elec­tion of the Com­mit­tee shall be held at the Annu­al Gen­er­al Meeting.

2. A posi­tion of the Com­mit­tee becomes vacant if a Com­mit­tee Members:-

A) Ceas­es to be a mem­ber of the club.

B) The club becomes insol­vent — with­in the mean­ing of the Com­pa­nies (Vic­to­ria) Code.

C) The Com­mit­tee mem­ber gives notice in writ­ing to the Sec­re­tary of his resignation.

8. COMMITTEE MEETINGS

A) Com­mit­tee meet­ings shall be held on the Wednes­day pro­ceed­ing every Month­ly and Annu­al Gen­er­al meet­ing and any oth­er time as arranged by the Committee.

B) A quo­rum at a Com­mit­tee meet­ing shall be half of the Com­mit­tee members.

C) No busi­ness shall be trans­act­ed unless a quo­rum is present, if a quo­rum is not present, the meet­ing shall be adjourned and take place before the next Month­ly and Annu­al Gen­er­al Meet­ing upon the Sec­re­tary giv­ing 2 days notice by tele­phone to all the mem­bers of the Committee.

D) At meet­ings of the Com­mit­tee, the Pres­i­dent shall pre­side or in his absence, one of the remain­ing mem­bers of the Com­mit­tee, as cho­sen by the Com­mit­tee mem­bers present, shall preside.

E) Ques­tions aris­ing at a meet­ing of the Com­mit­tee shall be deter­mined by a show of hands, each Com­mit­tee mem­ber present at a meet­ing of the Com­mit­tee is enti­tled to one vote, and in the event of an equal­i­ty of votes on any ques­tions, the per­son pre­sid­ing may exer­cise a sec­ond or cast­ing vote.

9. GENERAL DUTIES OF COMMITTEE MEMBERS

A) The Pres­i­dent shall:

1. Ensure that the aims and rules of the Ear­ly Mod­el Hold­en Club of Vic­to­ria Incor­po­rat­ed are car­ried out and adhered to.

2. Chair Annu­al and Month­ly Gen­er­al Club meet­ings and Com­mit­tee meetings.

3. Arrange the Agen­da for such meetings.

4. For­ward the Club Newslet­ter to all coun­try mem­bers each month.

B) The Trea­sur­er shall:

1. Keep a ledger of all club accounts and make them avail­able for inspec­tion by members.

2. Con­duct bank­ing of Club funds.

3. Shall col­lect and receive all monies due to the Club and make pay­ments autho­rized by the Association.

4. Keep and main­tain all prop­er finan­cial records and doc­u­ments nec­es­sary to enable a full and com­plete audit to be conducted.

C) The Sec­re­tary shall:

1. Keep a list of Finan­cial Members.

2. Keep a record of all Full and Asso­ciate mem­bers present at Annu­al and Gen­er­al Club meetings.

3. For­ward infor­ma­tion on the Club to per­sons request­ing such information.

4. Con­duct and keep a record of the cor­re­spon­dence of gen­er­al club business.

5. Take min­utes of all Month­ly, Gen­er­al Annu­al and Com­mit­tee meet­ings and keep prop­er records of such meetings.

D) Gen­er­al Com­mit­tee Per­sons shall:

Assist in the orga­ni­za­tion of all gen­er­al or social activ­i­ties and per­form spe­cial duties as required.

10. MONTHLY GENERAL MEETINGS

A Month­ly Gen­er­al Meet­ing of the club mem­bers shall be held on the first Wednes­day of each month for any of the fol­low­ing purposes:-

A) To con­firm the min­utes of the last Month­ly Gen­er­al Meeting.

B) To con­sid­er and if approved, sanc­tion and duly make alter­ations of the rules.

C) To deal with any oth­er mat­ter which the Com­mit­tee may desire to place before the mem­bers includ­ing expul­sion of a member.

D) To receive the res­ig­na­tion of the Com­mit­tee or to remove any mem­ber or mem­ber there­of from office and fill any vacan­cies caused thereby.

E) To deal with any spe­cial mat­ter which the mem­bers requir­ing the meet­ing may desire to place before the Club.

11. ANNUAL GENERAL MEETING

An Annu­al Gen­er­al meet­ing of Club mem­bers shall be held every year on the first Wednes­day in August to trans­act the fol­low­ing business.

A) To con­firm the min­utes to the last Annu­al Gen­er­al meeting.

B) To receive and if approved, to adopt an audit­ed state­ment of the Club’s accounts to the end of the pre­ced­ing year.

C) To appoint Offi­cers and oth­er mem­bers of the Committee.

D) To deal with any spe­cial mat­ter which the Com­mit­tee desire to bring before the mem­bers and to receive sug­ges­tions from the mem­bers for con­sid­er­a­tion of the Committee.

E) To con­sid­er and if approved, sanc­tion and duly make alter­ations to the rules.

12. SPECIAL GENERAL MEETING

All gen­er­al meet­ings oth­er than the Month­ly and Annu­al Gen­er­al Meet­ings shall be called Spe­cial Gen­er­al Meetings.

A) The Com­mit­tee can, when­ev­er it thinks fit, con­vene a Spe­cial Gen­er­al meet­ing, and where more than 15 months lapse between Annu­al Gen­er­al Meet­ings, shall con­vene a Spe­cial Gen­er­al meet­ing before the expi­ra­tion of that peri­od, giv­ing nor­mal notice in writ­ing to all members.

B) Mem­bers may make req­ui­si­tion to hold a Spe­cial Gen­er­al meet­ing, by send­ing the req­ui­si­tion to the Sec­re­tary, con­tain­ing the pur­pose of the meet­ing, signed by the mem­ber, the Com­mit­tee shall then con­vene a Spe­cial Gen­er­al Meet­ing, giv­ing nor­mal notice in writ­ing to all members.

13. NOTICE OF MEETING

A) The Sec­re­tary shall send notice in writ­ing to all mem­bers at least 14 days before an Annu­al and Spe­cial Gen­er­al Meet­ing includ­ing Proxy Forms, Agen­da of meet­ing and a replied paid envelope.

B) No notice is giv­en on Month­ly Gen­er­al meetings.

14. PROCEEDINGS AT MEETINGS

A) Ordi­nary busi­ness and spe­cial busi­ness can be con­duct­ed at Annu­al and Spe­cial Gen­er­al Meet­ings. Ordi­nary busi­ness only can be con­duct­ed at Month­ly Gen­er­al Meetings.

B) No busi­ness can be con­duct­ed at Annu­al Gen­er­al Meet­ings unless a quo­rum of half of the full mem­bers of the club are present. Asso­ciate mem­bers are not part of the quo­rum. If a quo­rum is not present, the Annu­al Gen­er­al Meet­ing shall be adjourned and take place in 3 weeks time, giv­ing nor­mal notice of a meeting.

C) The Club Pres­i­dent shall act as Chair­man to pre­side and he shall have a cast­ing or addi­tion­al vote in the event of equal­i­ty of votes. In the event of the Pres­i­dent being absent, a Chair­man shall be elect­ed to pre­side and he shall have a cas­ing or addi­tion­al vote in the event of equal­i­ty of votes.

D) Ques­tions aris­ing at meet­ing shall be deter­mined by a show of hands. Each mem­ber present at the meet­ing is enti­tled to one vote. The deci­sion made shall be entered into the Minute Book, show­ing the num­ber for and against and whether the motion was car­ried or not.

E) Votes on a ques­tion, can be tak­en by proxy, where­by a mem­ber not present can give his one vote in writ­ing to anoth­er mem­ber. Prox­y’s must be giv­en to the Sec­re­tary at the start of a meeting.

F) Only full finan­cial mem­bers are enti­tled to vote at meet­ings. Asso­ciate mem­bers are not. A full mem­ber is not enti­tled to vote unless all monies due and payable by him to the Asso­ci­a­tion have been paid.

15. EXPULSION & SUSPENSION OF MEMBERS

A) The Com­mit­tee shall have pow­er to request any mem­ber to resign or to ter­mi­nate any mem­ber­ship with­out expla­na­tion or sus­pend a mem­ber, but for the pur­pose of this rule, the vote of not less than three quar­ters of the whole Com­mit­tee shall be nec­es­sary. Upon the ter­mi­na­tion of mem­ber­ship under this rule, the sub­scrip­tion paid for the cur­rent year shall be refund­ed on a pro-rata basis.

B) If a per­son whose mem­ber­ship has been ter­mi­nat­ed wish­es to rejoin the Club, a vote must be tak­en at a Month­ly Meet­ing. A major­i­ty vote shall see this per­son accept­ed as a member.

16. RESIGNATION OF MEMBER

A) A mem­ber of the Asso­ci­a­tion who has paid all monies due and payable by him to the Asso­ci­a­tion may resign from the Asso­ci­a­tion by first giv­ing one months notice in writ­ing to the Sec­re­tary of his inten­tion to resign and upon the expi­ra­tion of that peri­od of notice, the mem­ber shall cease to be a member.

B) Upon the expi­ra­tion of notice giv­en, the Sec­re­tary shall make in the reg­is­ter of mem­bers an entry record­ing the date on which the mem­ber by whom the notice was giv­en, ceased to be a member.

C) If a per­son who has resigned their mem­ber­ship wished to rejoin the Club, a vote must be tak­en at a Month­ly meet­ing. A major­i­ty vote shall see this per­son accept­ed as a member.

17.REMOVAL OF MEMBER OF COMMITTEE

A) The mem­bers in a Gen­er­al Meet­ing may by res­o­lu­tion remove any mem­ber of the Com­mit­tee before the expi­ra­tion of his term of office and appoint anoth­er mem­ber in his stead to hold office until the expi­ra­tion of the term of the first men­tioned member.

B)Where the mem­ber to whom a pro­posed res­o­lu­tion makes rep­re­sen­ta­tions in writ­ing to the Sec­re­tary, the rep­re­sen­ta­tion shall be sent by the Sec­re­tary to all members.

18. FINANCIAL YEAR

18.1 The finan­cial year of the Club shall end on the 30th June each year, to which day the accounts of the Club shall be balanced

18.2 The club or Asso­ci­a­tion shall appoint an audi­tor at the Annu­al Gen­er­al Meeting

19. FUNDS

The funds of the Club can be derived from sub­scrip­tions, dona­tions and such oth­er sources as the Com­mit­tee determines.

20. CHEQUES

All cheques, drafts, bills of exchange, promis­so­ry notes and oth­er nego­tiable instruc­tions, shall be signed by two mem­bers of the Committee.

21. SEAL

A) The Com­mon Seal shall be kept in the cus­tody of the Secretary

B) The Com­mon Seal shall not be affixed to any instru­ment except by the author­i­ty of the Com­mit­tee and the affix­ing of the Com­mon Seal shall be attest­ed by the sig­na­tures either of two mem­bers of the Com­mit­tee or of one mem­ber of the Com­mit­tee and of the Pub­lic Officer.

22. ALTERATIONS OF RULES AND STATEMENT OF PURPOSE

These Rules and the State­ment of Pur­pose shall not be altered except in accor­dance with the Asso­ci­a­tions Incor­po­ra­tion’s Act 1981 Victoria.

23. CUSTODY OF RECORDS

Except as oth­er­wise pro­vid­ed in these Rules, the Sec­re­tary shall keep in cus­tody or under his con­trol, all books, doc­u­ments and securities.

24. INSPECTION OF BOOKS AND RECORDS

All books and records shall be avail­able for inspec­tion by mem­bers at the address of the Sec­re­tary or the Trea­sur­er, depend­ing upon where the spe­cif­ic accounts are held.

25. WINDING UP OR CANCELLATION

Dis­so­lu­tion: In the event of the club or Asso­ci­a­tion being dis­band­ed, the assets and prop­er­ty after pay­ment of all debts and lia­bil­i­ties shall not be dis­trib­uted to mem­bers but shall be dis­trib­uted to a fund or funds exclu­sive­ly for char­i­ta­ble pur­pos­es, pro­vid­ed that there is no con­flict with the Asso­ci­a­tion Incor­po­ra­tion Act 1981 Victoria.

Amend­ed August 2001