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CONSTITUTION OF ROLLS-ROYCE OWNERS' CLUB OF AUSTRALIA 1983

1. NAME:

The name of the Club is "Rolls-Royce Owners' Club of Australia".

2. NATIONAL ADDRESS:

The national address of the Club is: Care of Malcolm Johns & Company, Level 38 MLC Centre, 19-29 Martin Place, Sydney, New South Wales, Australia, 2060. The National Address may be changed from time to time by majority resolution of the Federal Council.

3. BRANCHES:

The Club shall be divided into the following Branches and such further Branch or Branches as the Federal Council may from time to time determine:

New South Wales Branch
Victoria Branch
South Australian Branch
Western Australia Branch
Queensland Branch
Australian Capital Territory Branch

4. BRANCHES' ADDRESSES:

The Branches' addresses are as follows:

NEW SOUTH WALES BRANCH:

Malcolm Johns & Company,

Level 38, MLC Centre,

19-29 Martin Place,

Sydney, New South Wales, 2000.

(Postal address: Box 2754, G.P.O. Sydney, N.S.W. 2001)

VICTORIA BRANCH:

P.O. Box 347,

Toorak, Victoria. 3142.

SOUTH AUSTRALIAN BRANCH:

49 Greenhill Road,

Wayville, South Australia, 5034.

WESTERN AUSTRALIA BRANCH:

50 Napier Street,

Cottesloe, Western Australia. 6011

QUEENSLAND BRANCH:

7 Grant Street,

Ashrove, Queensland. 4060.

(Postal address: P.O. Box 242, Spring Hill, Qld, 4001).

AUSTRALIAN CAPITAL TERRITORY BRANCH:

G.P.O. Box 1421,

Canberra, Australian Capital Territory, 2601.

A Branch shall be competent to change its address and it shall be obligatory for the Branch changing its address to notify the Federal Secretary of such change of address within fourteen days of such change being made.

5. OBJECTS

Without limiting the generality of any of the objects of the Club hereinafter set forth or of any activities associated therewith, the objects of the Club shall be:

(a) To encourage the ownership and good keeping and restoration of cars built by Royce Limited, Rolls-Royce Distributing Limited, Rolls-Royce Limited, Rolls-Royce of America Inc, Bentley Motors (1931) Limited and Rolls-Royce Motors Limited;

(b) To adopt and sponsor the ideas and ideals of the late Sir F. Henry Royce, the designer and builder of the first Royce car, and to foster and encourage the principle of insistence on perfection which was carried to such heights during the lifetime of the late Sir F. Henry Royce and which has been so admirably carried on by his successors;

(c) To promote the practical and social aspects of motoring within its membership;

(d) To further the motoring interests of its Members generally and where necessary or desirable to join with other persons or Clubs or Associations to this end;

(e) To encourage courtesy, good driving and safety on the roads of Australia;

(f) To encourage social contacts between Members and generally afford to them all the usual privileges, advantages and accommodation of a Club;

(g) To collect and disseminate between Members of this Club and equivalent overseas Clubs information regarding cars built by Royce Limited, Rolls-Royce Distributing Limited, Rolls-Royce Limited, Bentley Motors (1931) Limited, Rolls-Royce of America Inc. and Rolls-Royce Motors Limited;

(h) To establish, maintain and add to a library in each Branch; To establish, maintain and publish a register of Royce Limited, Rolls-Royce Distributing Limited, Rolls-Royce Limited, Bentley Motors (1931) Limited, Rolls-Royce of America Inc. and Rolls-Royce Motors Limited cars whether or not such cars are owned by its

(i) To establish, maintain and publish a register of Royce Limited, Rolls-Royce Distributing Limited, Rolls-Royce Limited, Bentley Motors (1931) Limited, Rolls-Royce of America Inc. and Rolls-Royce Limited cars whether or not such cars are owned by its Members;

(j) To establish, publish and maintain a national magazine;

(k) To invest the funds of the Club in any manner;

(l) To raise money in such manner and on such terms as the Club shall think fit;

(m) To do all such other things as are incidental or conducive to the attainment of all or any of the objects of the Club.

6.

In this Constitution, if not inconsistent with the subject or context, the words set out in the first column of the table below shall bear the meanings set opposite to them respectively in the second column below:

WORDS MEANINGS
The Club Rolls-Royce Owners' Club of Australia.
An eligible motor car A Royce Limited, Rolls-Royce Distributing Limited, Rolls-Royce Limited, Bentley Motors (1931) Limited, Rolls-Royce of America Inc. and Rolls-Royce Motors Limited (as the case may be) motor car.
Member A natural person owning an eligible motor car and admitted into Membership as provided by paragraph 8 hereof.
Associate Member A natural person not owning an eligible motor car and admitted into Associate Membership as provided by Paragraph 8 hereof.
Honorary Life Member     A Member accepting Honorary Life Membership as provided by paragraph 10 hereof.
Owner The owner of an eligible motor car or either of the joint owners of an eligible motor car or such person who has in exclusive possession for an indefinite period with the owner's written permission an eligible motor car.
Annual Subscription Membership fees.
Federal Constitution This document in its entirety.
Constitution This document in its entirety.

7. FOUNDERS OF THE CLUB:

It is acknowledged by the Club with gratitude that the persons named in the Schedule hereto were the founders of the Club in the year of Our Lord One thousand nine hundred and fifty-six.

8. MEMBERSHIP:

(a) Application for Membership shall be made only on an Application Form approved by the Federal Council;

(b) The Federal Council may from time to time by resolution alter, add to or amend the said Application Form;

(c) All applications for Membership must be proposed and seconded by financial members of the Club;

(d) It shall be obligatory for a person seeking to be admitted to Membership as a Member to lodge with that persons said Application Form a Registrar's Form in a form approved by the Federal Council providing full and complete particulars of that person's eligible motor car together with a coloured post-card sized photograph of that person's car depicting the front and offside thereof;

(e) The Federal Council may from time to time by resolution alter, add to or amend the said Registrar's Form;

(f) It shall be obligatory for a person making application for Membership to tender with the said Application Form the fees prescribed by the Branch to which the Application is made for Joining Fees and Annual Subscription provided however that if the said Application is made on or after the First day of January in any year and prior to the First day of July in that year then the person shall be required to pay in addition to the joining fee only one-half of that year's Annual Subscription;

(g) Upon receipt of an Application for Membership the Committee of the Branch to which the Application has been made shall consider the said Application and such Committee shall have an absolute discretion in determining whether to accept, or reject any such Application and shall not be bound to assign any reason for its decision;

(h) No Application for Membership shall be made to the Federal Council;

(i) At no time shall the number of Associate Members of any Branch exceed 50% of the total number of members of that Branch;

(j) Upon a person being admitted as a Member or as an Associate Member such person shall comply with all the terms and conditions of this Constitution and any rule or regulation of the Branch of which that person is a member;

9. RESTRICTIONS APPLYING TO ASSOCIATE MEMBERS:

No Associate Member shall be eligible to -

(a) Vote at any meeting of any Branch on any matter pertaining to this Constitution;

(b) Hold office in any of the following positions:

(i) Federal President;
(ii) Federal Secretary;
(iii) Federal Delegate;
(iv) President of a Branch;
(v) Senior Vice-President of a Branch;
(vi) Junior Vice-President of a Branch.

(c) In all other respects an Associate Member shall have the same rights and privileges as a Member.

10. HONORARY LIFE MEMBERSHIP:

The granting of Honorary Life Membership is an appointment of the Federal Council intended to show appreciation for outstanding contribution to the furtherance of the objects of the Club as a whole made by a leading member over a long period of service.

The following Rules shall be complied with:

(a) Any nomination is to be kept strictly confidential especially from the proposed recipient;

(b) The nominee must have had at least ten years' continuous service and membership as at the date of the nomination;

(c) The nominee must have held at least one of the following offices for a period of at least two years or two of the following offices for a period of at least one year each:

Federal President
Federal Secretary
Federal Delegate
Branch President
Branch Secretary
Branch Treasurer

(d) In the opinion of the Federal Council the nominee must have made significant contribution to the general benefit of the Club, both at Branch and Federal levels by service beyond the requirements of normal Club activities;

(e)The nominee must have owned an eligible motor car for at least five years and preferably still own an eligible motor car;

(f) The procedure for nomination and approval is as follows:

(i) the nomination is to be approved by the Committee of the Branch of which the nominee is a Member. Should the nominee be a Committee member of that Branch at the time then the balance of the Committee must meet privately to consider and approve the nomination;
(ii) at least three calendar months before the date fixed for the next Federal Council Meeting the President or the Secretary of the Branch of which the nominee is a Member shall advise in writing the Federal President of the nomination;
(iii) it shall then be the obligation of the Federal President to obtain a vote from each Branch President for or against the nomination. It shall be the obligation of each Branch President within fourteen days of such vote being requested to advise the Federal President in writing of such vote. A majority of the Branch Presidents must vote in favour of the nomination and in the case o f a tied vote the Federal President shall have a casting vote. Should a majority vote not be obtained as aforesaid then the nomination shall lapse;
(iv) at the Federal Council Meeting the nomination must be approved by a three-fourths majority and the Federal President shall have a casting vote in addition to his deliberative vote.

(g) Notwithstanding the provisions of clauses (b), (c), (e) and (f) above, the Federal Council may unanimously decide to elect an Honorary Life Member;

(h) The election of a Member to Honorary Life Membership is to be announced and made public at the Formal Dinner held during the Federal Rally immediately following the election;

(i) An Honorary Life Member shall remain a Member of the Club for life and shall be exempted from paying Annual Membership Fees provided however the Honorary Life Member shall cease to be a Member of the Club in the event of death or becoming subject to legal incapacity.

11. MEMBERSHIP AND JOINING FEES:

(a) Each Branch shall determine by majority resolution at its Annual General Meeting the Joining Fee and the Annual Subscription for the year commencing on the First day of July in the year in which such Annual General Meeting is held;

(b) The Joining Fee and the Annual Subscription shall be the same for Members and Associate Members;

(c) Notwithstanding the provisions of clause (b) above a Branch at its Annual General Meeting shall be competent:

(i)to provide for a reduced Annual Subscription for any Member or Associate member under the age of eighteen years or, who is over the age of eighteen years but under the age of twenty-five years and is engaged in full time tertiary education at the date of the Annual General Meeting and not gainfully employed;
(ii)to dispense with or reduce the joining fee for the ensuing year for a proposed Member or Associate member who is under the age of eighteen years or who is over the age of eighteen years but under the age of twenty-five years and is engaged in full time tertiary education and who is not gainfully employed at the time of Application for Membership;
(iii) to reduce the Annual Subscription payable by any Member or Associate Member after the first Member or Associate Member residing at the same address who elects in writing on or before the due date for payment of the Annual Subscription not to receive at all any through of the Club ordinarily sent through the mail to Members and Associate Members.

(d) The due date for payment of the Annual Subscription shall be the First day of July in each and every year.

12. CESSATION OF MEMBERSHIP:

Any person being a Member or Associate Member of the Club shall cease to be a Member or Associate Member of the Club respectively if such person:

(a) Resigns;

(b) Dies;

(c) Is convicted of a criminal offence;

(d) Becomes subject to any legal incapacity;

(e) Is removed from Membership by a majority resolution of the Branch of which such person is a Member or an Associate Member;

(f) Fails to pay the Annual Subscription within sixty days after the date of posting to that person by the Branch's Treasurer of a notice requiring him to forthwith pay his Annual Subscription.

13. CHANGE IN STATUS OF MEMBERSHIP FROM MEMBER TO ASSOCIATE MEMBER:

A Member who sells or otherwise disposes of that Member's eligible motor car having not been the owner of an eligible motor car for a continuous period of five years and having not been a Member of the Club for the same continuous period of five years shall upon such sale or disposition of that Member's eligible motor car become an Associate member provided however that upon such Member acquiring another eligible motor car that Member's Membership shall revert to that of a Member upon that Member complying with the provisions of Clause 8(d) hereof.

14. FEDERAL COUNCIL:

(a) The Management and conduct of the Club shall be vested in the Federal Council.

(b) All decisions of the Federal Council shall be binding upon all Branches of the Club.

(c) The Federal Council shall consist of a Federal President, a Federal Secretary, a Federal Treasurer and two Delegates (called 'Federal Delegates') from each Branch of the Club.

(d) Each Branch of the Club shall elect at any General Meeting of the Branch two of its Members to be its Federal Delegates provided however that should any such Delegate be unable or unwilling to attend any meeting of the Federal Council then the Committee of the Branch which such Delegate represents shall be vested with the power to elect an alternative Delegate for the purpose of attending that particular meeting.

(e) Such Delegates shall be elected for a term of two years and such Delegates after having completed their respective two year terms shall be eligible to offer themselves for re-election by their Branch.

(f) Federal Council shall elect a Federal President, Federal Secretary and a Federal Treasurer and such other Officers as it shall from time to time determine are necessary.

(g) The term of office of Federal President shall be two years and after completion of that two year term such Federal President shall be eligible to stand for re-election as Federal President for a further consecutive period of one year.

(h) The Federal Council shall meet at least once in every year.

(i) The Annual General Meeting of the Federal Council shall be held at such time and place as the Federal Council for the time being shall by a three-fourths majority agree.

(j) Each Federal Delegate and the Federal President and the Federal Secretary and the Federal Treasurer at any Federal Council Meeting shall have one vote provided however that in addition to his deliberative vote the Federal President shall have a casting vote.

(k) the expenses of the Federal Council Meeting shall be borne by the Branches proportionately as to their total membership.

(l) The Federal President, the Federal Secretary and the Federal Treasurer shall form the Federal Executive of the Club and shall be empowered to carry on the businss of the Club.

(m) General meetings of the Federal Council may be conducted by telephone or mail.

(n) Finance:

(i) The Federal Council shall be competent by a majority Resolution in General Meeting to determine the Bankers of the Club.
(ii) All cash, cheques, postal notes, money orders or other remittances as are received by the Federal Council from time to time shall forthwith upon receipt be caused to be banked by the Federal Treasurer to the credit of the Club's Banking Account.
(iii) All receipts referred to in paragraph (ii) above requiring endorsement shall be endorsed by any one of the Federal President, Federal Secretary or Federal Treasurer.
(iv) All payments from the said Banking Account of the Club shall be made by cheque and each cheque shall be signed by any two of the Federal President, Federal Secretary and Federal Treasurer.
(v) The Federal Treasurer shall cause to be kept proper books of account in which shall be entered all items of income and expenditure.
(vi)) the Federal Treasurer shall present a financial statement and balance sheet at the Annual General Meeting of the Federal Council.

15. SALE OF ELIGIBLE MOTOR CAR:

(a) Any Member of the Club shall not sell an eligible motor car more than thirty years old as at the date of the sale to any person other than a Member or an Associate Member of the Club without firstly having had announced at a meeting of the Branch to which such Member belongs or having published in the Newsletter of the Branch to which such Member belongs the fact that the said eligible motor car is for sale together with a statement as to the year model, type, chassis number and asking price for the said eligible motor car;

(b) Any member who infringes clause (a) hereof shall be liable to be expelled from membership.

16. CAR BADGE:

(a) The Club's car badge shall be and at all times remain the property of the Club.

(b) The Club shall licence the Club badge to a Member on the following terms and conditions:

(i) the Member shall pay to the Club a licence fee prior to the receipt of the car badge.
(ii) the licence fee shall be determined by each Branch of the Club from time to time.
(iii) the licence fee in respect of each car badge shall be payable once only.
(iv) a Member shall be entitled to licence one car badge only in respect of each eligible motor car of which he is owner.
(v) the eligible motor car referred to in sub-paragraph (iv) above must either be fully road registered in the State or Territory of which the member belongs or be licensed to operate on restricted Club plates in the State or Territory of the Branch of which the Member belongs.
(vi) the Club badge shall be affixed to an eligible motor car only provided however that A.E. Ward Esq. is exempted from this condition.
(vii) no additional inscription or attachment shall be made to or on such car badge provided however:
A. Those persons named as Founder Members of the Club in paragraph 7 hereof may inscribe upon the car badge the words "Foundation Member" or affix to the perimeter of the car badge a plaque bearing the words "Foundation Member".
B. Those persons being Honorary Life Members of the Club may affix to the perimeter of the car badge a plaque bearing the words Honorary Life Member.'
(viii) the said licence shall be a continuing one and shall be determined upon:
A. The Member ceasing to be a Member;
B. The Member selling or otherwise disposing of the eligible motor car;
C. The eligible motor car ceasing to be road registered or to be licenced to operate on restricted Club plates pursuant to sub-paragraph (v) hereof.

(c) During the term of such licence no Member shall transfer or otherwise dispose of or part with possession of any Club badge issued to such Member;

(d) Upon termination of the said licence the Member shall forthwith return the Club Badge to the Branch of the Club of which such Member is or was a Member.

17. MANAGEMENT OF BRANCHES:

(a) The management of each Branch shall be vested in a Committee which shall consist of the following office bearers:

(i) President;
(ii) Senior Vice President;
(iii) Junior Vice President;
(iv) Secretary;
(v) Treasurer.

(b) A Member shall be entitled if so elected to hold more than one position of the Committee provided however that the President shall not be entitled to hold any other position.

(c) The Committee shall have power to make rules and regulations not inconsistent with this Constitution for the conduct and management of the Branch subject to such rules and regulations from time to time being passed by a majority resolution of such Branch.

(d) The Office Bearers of the Committee set out in paragraph (a) hereof shall be elected by a majority vote of the Members of the Branch at its Annual General Meeting.

18. SUB-COMMITTEE OF BRANCHES:

(a) Each Branch may have a sub-committee which may consist of all or any of the following office bearers:

(i) Events Captain;
(ii) Two additional events Committee persons;
(iii) Registrar;
(iv) Librarian;
(v) Two scrutineers;
(vi) Social Secretary;
(vii) Historian;
(viii) Technical Officer;
(ix) Registrations Officer;
(x) Publicity Officer;
(xi) Honorary Legal Advisor.
(xii) And such other office bearers as it shall from time to time determine are necessary.

A Member shall be entitled if so elected to hold more than one of the positions set out in paragraph (a) hereof; The office bearers of the sub-committee set out in paragraph (a) hereof shall be elected by a majority vote of the Members of the Branch at its Annual General Meeting.

19. DUTIES OF OFFICE BEARERS OF SUB-COMMITTEE OF BRANCHES:

The duties of the office bearers of the sub-committee of each Branch shall be:

(a) The Events Captain and two additional, events Committee persons shall be responsible to the Committee for the Organisation and conduct of all events of a motoring nature undertaken by the Branch.

(b) The Registrar shall be responsible to the Committee for the keeping of a register in which are kept and recorded photographs and particulars of each eligible motor car owned by a Member of the Branch.

(c) The Librarian shall be responsible to the Committee for the keeping, indexing, purchasing, selling and making available to Members and Associate Members of the books and periodicals for loan in the possession of the Branch.

(d) The two Scrutineers shall be responsible to the Committee in determining whether or not any motor car is an eligible motor car within the meaning of this Constitution and for the examining and inspecting such eligible motor cars each year as are licensed to operate on restricted Club plates to ascertain the road worthiness of such eligible motor cars and to report to the Committee thereon.

(e) The Social Secretary shall be responsible to the Committee for the organisation and conduct of all functions of a social nature undertaken by the Branch.

(f) The Historian shall be responsible to the Committee for the keeping of an accurate history of the Club and the Branch.

(g) The Technical Officer shall be responsible to the Committee for the obtaining, keeping and disseminating upon request at cost to Members and Associate Members of such technical information as is within the Club's possession, power, accessibility, knowledge or control.

(h) The Registrations Officer shall be responsible to the Committee for keeping and processing of all necessary documents, papers and records relating to the licensing of eligible motor cars to operate on restricted Club plates

(i) The Publicity Officer shall be responsible to the Committee for the publicity of the Club and its events both motoring and social via the media in its varying forms.

(j) The Honorary Legal Advisor shall be a duly qualified Legal Practitioner and shall be responsible to the Committee for advising on all matters of a legal nature.

20. MEETINGS OF BRANCHES:

(a) Each Branch shall meet for General Meetings on such days at such times and at such places as shall be determined from time to time by the Committee of that Branch;

(b) The Annual General Meeting of each Branch shall be held during the month of July in each and every year;

(c) Extraordinary General Meetings shall be held by each Branch when:

(i) such Extraordinary General Meeting is convened by the President of the Branch for the time being; or
(ii) at least seven financial members of the Branch serve notice in writing signed by themselves on the President for the time being of the Branch requiring that President to convene and to appoint (within fourteen days of the service of such notice) a day time and place for the holding of an Extraordinary General Meeting.

(d) Upon the appointment of such Extraordinary General Meeting of the Branch pursuant to paragraph (c) above every financial Member and every financial Associate Member of the Branch shall have posted to him by the Secretary of the Branch at least fourteen clear days prior to the date of such proposed Extraordinary General Meeting a notice of the fact which shall specify the purpose of the Extraordinary General Meeting together with the date time and place at which such Extraordinary General Meeting is to be held.

(e) The business at an Extraordinary General Meeting shall be strictly confined to the purpose for which the Extraordinary General Meeting was called.

21. PROCEEDINGS AT MEETINGS OF BRANCHES:

In this paragraph and paragraph 22 hereof the word 'meeting' shall mean and include 'Annual General Meeting', 'General Meeting' and 'Extraordinary General Meeting'.

(a) No business shall be transacted at any meeting of a Branch unless a quorum is present when the meeting proceeds to business. Five members present in person shall be a quorum for all purposes. (b) If within thirty minutes from the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Committee may determine and if at the adjourned meeting a quorum is not present within thirty minutes from the time appointed for the meeting, the Members present shall be a quorum. (c) The President of the Branch, failing whom the Senior Vice President of the Branch, failing whom the Junior Vice President of the Branch, shall preside as Chairperson at every such meeting but if there be no such President, Senior Vice-President or Junior Vice-President or if at any meeting none shall be present within five minutes after the time appointed for holding the meeting and willing to preside, the Members of the Committee present shall choose one of their Members to preside. If at any meeting no Member of the Committee is present and willing to preside, the Members present shall choose one of their number so to do.

(d) The Chairperson may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting 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. It shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting except where the meeting has been adjourned for thirty days or more when notice of the adjourned meeting shall be given as in the case of a general meeting.

(e) At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by -

(i) the Chairperson; or
(ii) not less than five Members present in person or by proxy entitled to vote; or
(iii) any Member or Members present in person or by proxy representing not less than one-tenth of the total voting rights of all Members having the right to vote at the Meeting. A demand for a poll may be withdrawn. Unless a poll be so demanded (and the demand be not withdrawn) a declaration by the Chairperson that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the Minute Book shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against such resolution.

(f) If any votes shall be counted which ought not to have been counted, or might have been rejected, the error shall not vitiate that resolution unless it be pointed out at the same meeting, or at an adjournment thereof and not in that case unless it shall in the opinion of the Chairperson be of sufficient magnitude to vitiate the resolution.

(g) If a poll is duly demanded (and the demand is not withdrawn) it shall be taken in such manner as the Chairperson may direct, and the result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The Chairperson may appoint scrutineers and may adjourn the meeting to some place and time fixed by such Chairperson for the purpose of declaring the result of the poll.

(h) In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

(i) A poll demanded on the election of a Chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either immediately or at such time and place as the Chairperson of the meeting directs, and any business other than that upon which the poll has been demanded may be proceeded with pending the taking of the poll. .No notice need be given of a poll not taken immediately.

22. VOTING AT MEETINGS OF BRANCHES:

(a) No Member shall, unless the Committee otherwise determine, be entitled to vote at any meeting unless all moneys presently payable by such Member to the Club have been paid. Subject as aforesaid every Member shall have one vote.

(b) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, then every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairperson of the meeting whose decision shall be final and conclusive.

(c) On a poll votes may be given either personally or by proxy. No person other than a Member may be appointed to act as a proxy.

(d) An instrument appointing a proxy shall be in writing and shall be signed by the appointor or the appointor's attorney. The Committee may, but shall not be bound to, require evidence of the authority of any such attorney.

(e) An instrument appointing a proxy must be left at the address of the Branch or such other place (if any) as is specified for that purpose in the notice convening the meeting not less than forty-eight hours before the time for holding the meeting or adjourned meeting (or, in the case of a poll, before the time appointed for the taking of the poll) at which it is to be used and in default shall not be treated as valid.

(f) An instrument appointing a proxy may be in the usual common form, or in such other form as the Committee may accept, and shall be deemed to confer authority to demand or join in demanding a poll. It need not be witnessed and shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

(g) A vote given by proxy shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the proxy or of the authority under which the instrument of proxy was executed, provided that no intimation in writing of such death, unsoundness of mind or revocation shall have been received by the Club, at the office before the commencement of the meeting or adjourned meeting or poll at which the vote was given.

(h) Any matter or thing which may under this Constitution be dealt with by ordinary resolution and is not required by law to be dealt with in General meeting may, if the Committee so resolve, be determined by a postal ballot to be conducted in such manner as the Committee may think fit and any resolution declared by the Committee to have been carried by a majority of the Members voting such ballot shall have effect in all respects as if it were an ordinary resolution duly passed at a meeting of the Club duly convened and held.

23. NOMINATIONS FOR AND ELECTION OF COMMITTEE AND SUB-COMMITTEE OF BRANCH:

In regard to each Branch:

(a)

(i) not less than six weeks before the Annual General Meeting in each year, the Secretary shall issue to each Member a nomination paper on which the Member may place the names of such Members of the Club as the Member may desire to nominate for election as a Member of the Committee and/or as a Member of the Sub-Committee. No Member may nominate for these offices a greater number of Members than there are vacancies. Each nominee shall be proposed by at least two Members, neither of whom shall be the nominee. All nomination papers shall be returned to the Secretary at least four weeks prior to the date of such Annual General Meeting and must be signed by the Member accepting nomination in the space provided for that purpose which shall confirm willingness to stand for election. A Member of the Committee or a Member of the Sub-Committee retiring but seeking re-election under the foregoing shall not be subject to nomination and shall be deemed to be a Member nominated for the purpose of this clause.
(ii) not less than three weeks before the Annual General Meeting, the Secretary shall, when the number of valid nominations exceeds the number of vacancies, forwarded to each Member of the Branch, either by post or by enclosure with the Newsletter of the Branch:
A. A ballot paper on which shall be shown a list of the candidates who have been validly nominated;
B. A form giving either the text of such of these clauses as may deal with the election of Members of the Committee and of the Sub-Committee of the Branch or an indication of the clauses in question, together with such further directions as the Committee shall deem to be necessary.
(iii) Each Member shall place an X in the appropriate place against the name or names of t e candidate or candidates for whom a vote is asked, but such Member shall not be entitled to vote for more candidates than there are vacancies and any ballot paper which does not strictly comply with such requirements shall be rejected by the scrutineers. The ballot paper shall be forwarded to the Secretary so as to be delivered not less than three clear days before the date of the Annual General Meeting;
(iv) the Secretary immediately on receipt of each ballot paper, shall place the same in a ballot box provided for the purpose, which the Secretary shall convey to the Annual General Meeting. Ballot papers may be placed in such ballot box at the Annual General meeting where the votes shall be counted by three scrutineers elected by the Members present. The result of the ballot shall be announced at the earliest possible stage to the Annual General Meeting;
(v) the candidates who receive the highest number of votes shall be declared elected. In the event of two or more candidates for any the issue receiving an equal number of votes, issue shall be determined by ballot of those present at the Annual General Meeting or by a show of hands, as the Chairperson shall decide;
(vi) if the number of persons nominated as candidates does not exceed the number of vacancies the persons so nominated shall be deemed elected and no ballot shall be taken as prescribed by this Constitution;
(vii) in the event of insufficient nominations being received as hereinbefore provided the Chairperson shall call for nominations for those vacant positions from those members present;
(viii) casual vacancies occurring in the offices of President, Secretary or Treasurer may be filled by the Committee until such time as such vacancies can be filled in accordance with this paragraph.

(b) It may by majority resolution, for which special notice shall not be required, remove any Member of the Committee or of the Sub-committee before the expiration of that person's period of office, and may by like resolution appoint another person in that Member's place. The Branch may also by majority resolution appoint any person to be a Member of the Committee or of the Sub-Committee either to fill a casual vacancy or as an additional Member of the Committee or of the Sub-Committee.

(c) The Committee or Sub-Committee shall have the power at any time and from time to time to appoint any person to be a Member of the Committee or of the Sub-Committee to fill a casual vacancy in the Committee or Sub-Committee but so that the total number of Members of the Committee or of the Sub-Committee shall not at any time exceed the maximum number fixed by or in accordance with this Constitution. At the next Annual General Meeting a Member of the Committee or of the Sub-Committee appointed under this paragraph not being an officer for w om separate provision has been made under this Constitution shall retire and shall be eligible for re-election.

24. FINANCE:

(a) Each Branch shall be competent by a majority resolution in General Meeting to determine the Bankers of such Branch.

(b) All cash, cheques, postal notes, money orders or other remittances as are received by the Branch from time to time shall forthwith upon receipt be caused to be banked by the Treasurer of that Branch to the credit of that Branch's Banking Account.

(c) All receipts referred to in paragraph (b) above requiring endorsement shall be endoresed by any one Member of the Committee of the Branch for the time being.

(d) All payments from the said Banking Account of the said Branch shall be made by cheque and any cheque shall be signed by any two members of the Committee for the time being.

(e) All payments to be paid from the said Banking Account shall be submitted to a General Meeting for a majority resolution to pay such payments provided however that the Branch President shall be empowered to authorise any urgent expenditure between meetings but any such expenditure so made shall be reported by the Treasurer to the next General Meeting of the Branch.

(f) The Treasurer shall cause to be kept proper books of account of the Branch in which shall be entered all items of income and expenditure.

(g) The Treasurer of the Branch shall present a financial statement and balance sheet at the Annual General Meeting of the Section.

(h) At least once in every year the Branch's books of account shall be audited by an independent Auditor whose report shall be published at the next Annual General Meeting of the Branch;

25. NOTICES:

(a) Any notice or document may be served by the Club on any Member either personally or by sending it through the post in a prepaid letter addressed to such Member at the registered address as appearing in the Register of Members or to such other address as such Member may supply to the Club for the giving of notices to such Member, and any notice so served by post shall be deemed to have been served notwithstanding that such Member is then dead or bankrupt and whether or not the Club have notice of such Member's death or bankruptcy.

(b) Any notice or document served by post shall be deemed to have been served at the expiration of seventy-two hours after the letter containing the same is posted, and in proving such service it shall be sufficient to show that the letter containing the notice or document was properly addressed, stamped and posted.

26. INDEMNITY:

Every Officer of the Club shall be indemnified out of the property and funds of the Club against all costs charges damages or expenses incurred by reason of any contract or covenant entered into or by any act done or default made in any way by the Club or on behalf of or in relation thereto save and except such as may have been occasioned by such Officer's own wilful act negligence or default.

27. DISPOSITION OF PROPERTY ON WINDING-UP OR DISSOLUTION OF THE CLUB:

If upon the winding-up or dissolution of the Club there remains after satisfaction of all fees, debts and liabilities any property whatsoever the same shall not be paid to or distributed among the Members of the Club but shall be given or transferred to some other institute or institutions having objects similar to the objects of the Club and which shall prohibit the distribution of its or their property among its or their Members to an extent at least as is herein contained. Such institute or institutions shall be determined by the Members of the Club at or before the time of dissolution and in default thereof by the Chief Judge in the Equity Division of the Supreme Court of New South Wales or such other judge of that Court as may have or acquire jurisdiction in the matter and if and so far as effect cannot be given to the aforesaid provisions then to some charitable object.

28. INCOME AND PROPERTY OF THE CLUB:

The income and property of the Club howsoever derived shall be applied solely towards the promotion of the objects of the Club and no proportion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the Members or relatives of Members of the Club provided that nothing herein shall prevent the payment of any remuneration or honorarium to any Officer or servant of the Club or to any Member of the Club in return for any services actually rendered to the Club or reasonable and proper rent for premises let by any Member of the Club.

29. ALTERATION OF THIS CONSTITUTION:

No addition, subtraction, amendment or alteration shall be made to this Constitution unless at an Extraordinary General Meeting of each Branch by a three-fourths majority of the persons present personally or by proxy a majority of Branches passes a resolution approving such addition, subtraction, amendment or alteration.

THE SCHEDULE

E.L. S. Hall (deceased)
P.M. Samuels
D.J. Collings-Power
O.A. Purchase
D.A. Wilson
B.R.D. Gillings
M.M. Gillings (nee Tingle)
K.E. Kemp
S.E. Kemp
R. Grant
G. Chandler
W. Nevell
J. Nevell
S. Nash
J. McNamara
T.L. Hunt
G. Sevenoaks
G. Green (deceased)
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