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JAGUAR DRIVERS
CLUB OF QUEENSLAND
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ACJC CONSTITUTION CHANGES? Comments from Robin Todd JDCQ President on the proposed changes: My only two issues are Para 10.5 "Extending the term of the Chairman etc - I believe the words "Unless deemed appropriate by the Council" are not appropriate and should be deleted. and Para 10.6 "Delegates not to serve the ACJC for more than 5 Years. I believe it is not the role of the ACJC to determine for how long at Club can send a particular Delegate. I'm sure if someone checked it would be found to an illegal restriction on the Club conducting it's business.
THE AUSTRALIAN COUNCIL OF JAGUAR CLUBS
INCORPORATED
DRAFT CONSTITUTION
WITH COMMENTS ON THE CHANGES TO THE OLD ACJC CONSTITUTION PREPARED BY:- John Stanley Victorian ACJC Representative and ACJC Chairman NB Old Constitution Clauses and comments shown in Italics Comments Prepared:- 5 August 2005
Prepared:- 20th February 2005
THE AUSTRALIAN COUNCIL OF JAGUAR CLUBS INCORPORATED CONSTITUTION CONTENTS 21. NAME 3 2. OB J ECTIVES 3 3. POWER 3 4. AFFILIATION 3 5. MEMBERSHIP 4 6. CESSATION OF AFFILIATION 4 7. INCOME AND PROPERTY OF THE COUNCIL 4 8. AFFILIATI0N FEES 4 9. MEETINGS 5 10. GOVERNMENT OF THE COUNCIL 5 11. ELECTIONS 6 12. QUORUM 6 13. ACCOUNTS AND AUDIT 6 14. VOTING 7 15. AMENDMENTS TO THE CONSTITUTION 7 16. INTERPRETATI ON 7 17. LIMITATION OF LIABILITY 8 18. SEAL 8 19. DISSOLUTION 8
THE AUSTRALIAN COUNCIL OF JAGUAR CLUBS INCORPORATED CONSTITUTION 1. NAME The name of the incorporated association shall be "The Australian Council of Jaguar Clubs Incorporated", hereinafter referred to as "The Council". 2. OBJECTIVES The objectives of the council are:- 1. To be responsible for the rules and broad scale management aspects of the Jaguar annual National Rally and the related Post Rally Tour. 2. To act as the focal point for the relationship between the Australian Clubs and Jaguar Australia, thus providing a communication channel for matters of interest to all the Australian Clubs and to discuss and understand Jaguar Australia’s position in regard to Dealer relations, Jaguar logos, trademarks and associated intellectual property, etc.
( 1.To act as an advisory /liaison/co-ordinating body in running the national and international business of affiliated clubs This clause deleted Clauses 1 to 3 from Victorian ACJC Document inserted in lieu) 4. To promote camaraderie between Jaguar enthusiasts. 5. Any other objectives deemed appropriate by The Council from time to time. 3. POWER The Council shall have the power to do all things as are necessary, expedient or incidental to the attainment of all of the above objectives. 4. AFFILIATION In order to represent Jaguar clubs in Australia on aspects that benefit them individually or collectively affiliation with The Council is available to those Jaguar clubs, which satisfy all of the following criteria. 1. Have a minimum of 100 members or at The Council’s discretion. 2. Have been in existence for a minimum of 5 years. (2. Have been in existence for a minimum of 3 years-Duration changed from 3 to 5 years) 3. Have a constitution approved by The Council. 4. Supply proof, in writing, of incorporation under either State or Commonwealth legislation, to the Council, and shall be elected to membership by a meeting of The Council.
5. MEMBERSHIP Membership of The Council shall consist of affiliated Jaguar clubs through their nominated representative or duly elected delegates not exceeding one per club. NB 1. The Secretary and Treasurer Positions were combined at an earlier date .
3. The above 2 positions are now elected positions from the delegates to save travel and accommodation costs 4. The Editor position was Les Hughes who initially published Australian Jaguar with support from the ACJC, after a dispute in the early 90’s this relationship came to an end the position is no longer required 6. CESSATION OF AFFILIATION An affiliated Jaguar Club ceases to be affiliated with The Council if:- 1. The Jaguar Club resigns in writing; or 2. The Jaguar Club allows its affiliation fees to fall into arrears for a period, of at least 6 months, provided that The Council has forwarded at least two notices, advising that its fees are in arrears; or 3. The Jaguar Club is expelled from The Council for unethical practices as determined by The Council at a general meeting. 7. INCOME AND PROPERTY OF THE COUNCIL The income and property of the council, however derived, shall be applied solely towards the promotion of the objectives and purposes of The Council. No portion thereof shall be paid or transferred, directly or indirectly, in money, property or otherwise to any member (including any of its/their representatives) of The Council, or any member of a committee of The Council. 1. The Council shall not pay any remuneration by way of salary, fees or allowances to any member of The Council. NB The new item 1 simplifies the old Constitution section "The Council shall not" 1. The Council may, at its discretion, pay
3. The Council shall pay any proper out-of-pocket expenses incurred by a member.
8. AFFILIATION FEES The affiliation fees for Jaguar Clubs shall be determined by a majority of delegates of affiliated clubs present at a general meeting. Affiliation fees shall become due and payable at the February ACJC meeting. The level of the fee to be set by the ACJC from time to time, taking into account any inflationary and other contributory factors as deemed appropriate by The Council. The fee will be an amount payable per Full fee-paying or Life Member of an affiliated Club. The fee will be based upon membership as at 1st January each year.
The affiliation fees for Jaguar Clubs shall be determined by a majority of a quorum of delegates of affiliated clubs present at a general meeting. Affiliation fees shall become due and payable within thirty days of receipt of invoice NB The ACJC was not in a position to invoice clubs as it had no membership records. Hence the new definition establishes the point in time at which the clubs membership is defined for the payment of Affiliation Fees
9. MEETINGS 1. An Annual general meeting shall be held during September of each year or at such times as determined by The Council. 2. Ordinary general meetings shall be held in February and September or at such other times as determined by The Council. 3. At least 28 days’ notice of the date and venue for all meetings shall be given to each delegate of The Council. At least 28 days' notice of the date and venue for the annual general meeting; at least 28 days' notice of the date and venue for each ordinary general meeting, shall be given to each delegate of the council, to call such a meeting NB Item 3 has been simplified
4. An extraordinary general meeting of The Council shall be called within 28 days of a notification to the secretary in writing to call such a meeting duly signed by the delegate of each of three separate affiliated Jaguar Clubs. Notice of such meeting shall be given to all known affiliated Jaguar Club delegates at least 21 days prior to the date of such meeting. 10. GOVERNANCE OF THE COUNCIL 1. A Chairman shall be elected at each annual general meeting of The Council. 2. The Chairman shall chair all general and annual general meetings at which he is present. 3. The Chairman shall hold office until the next succeeding annual general meeting of The Council, and shall be eligible for re-election at that meeting. 4. A Chairman, Secretary/Treasurer and Public Officer are to be elected at each Annual General Meeting of The Council. Only delegates of affiliated Clubs may be nominated for the positions. The council shall at each annual general meeting appoint a Secretary, Treasurer and Public Officer. The Secretary and Treasurer shall be financial members of a Jaguar Club affiliated with the council NB These are now elected positions as detailed earlier 5. The elected officers hold their position until the next Annual General Meeting of The Council and are eligible for re-election at that meeting. All positions have a maximum term of two years, unless otherwise deemed appropriate by The Council. 6. The ACJC Delegate should be on The Council for a maximum of 5 years, unless deemed appropriate by The Council.
7. The Secretary shall maintain a written register of affiliated clubs and their delegates. He/she shall also maintain minutes of meetings, receive correspondence and prepare replies to correspondence as directed by The Council. 8. The Treasurer shall keep a complete and accurate record of the financial transactions of The Council, provide reports on The Council’s financial assets, liabilities, receipts and expenditure for consideration by delegates at general meetings. He shall also submit an audited statement of all The Council’s transactions during the previous year at the annual general meeting. The financial year of The Council shall conclude on the thirtieth day of June each year.
The Editor shall produce a national magazine on behalf of the council and in accordance with conditions agreed between the Editor and the council NB Deleted as position no longer exists 11. ELECTIONS 1. Each nominee for election to Chairman, Secretary/Treasurer and Public Officer shall be proposed and seconded by delegates to The Council. Only duly nominated or elected delegates of affiliated clubs may nominate for the positions. a) Written nominations are to be forwarded to the secretary at least 14 days prior to the annual general meeting (in which case they shall be signed by the nominee, the proposer and seconder). Under these circumstances it shall not be mandatory for the nominee, the proposer or the seconder to be present at the annual general meeting for the nomination to be valid. b) The secretary is to inform delegates at least 7 days prior to the AGM of these nominations. c) Alternatively, nominations may be made by word of mouth (only if no written nominations have been received) at the annual general meeting. Under these circumstances it shall be necessary for the nominee, the proposer and the seconder to be present at the annual general meeting for the nomination to be valid. d) Only those delegates actually present at the meeting shall be entitled to vote in ballots for election of the positions. Voting by proxy shall not be permitted. 2. Where there is more than one nomination for any position, a ballot shall be conducted. 3. The delegates present at the annual general meeting shall elect from amongst those persons present at the meeting, a returning officer to conduct a ballot. The returning officer shall not be a nominee for any position.
12. QUORUM 1. A quorum for a general meeting shall be six delegates or three quarters of the total affiliated Jaguar Clubs, whichever is the lesser. 2. No business shall be deemed to have been transacted, no delegate elected to the position of Chairman, and no resolution deemed binding on the council unless a quorum of delegates is present at that meeting. 13. ACCOUNTS AND AUDIT 1. The Council shall maintain accounts (hereinafter referred to as "The Accounts") with banks or other financial institutions approved by the council. 2. A receipt shall be issued for all moneys received on behalf of the council. All moneys received shall be paid into the accounts as soon as practicable. 3. All payments from Council funds shall be by cheque. Signatures to be two of three delegates:-
4. The Treasurer shall maintain records of all receipts and expenditure of Council funds. 5. The Treasurer shall report to each Council meeting, the details of expenditure paid and income, received since the previous Council meeting, and a record of each such report shall appear in the minutes. 6. The delegates present at a general meeting shall be free, subject to reasonable notice, to inspect the financial records of The Council. 7. The annual general meeting shall elect an auditor who shall not be a member of The Council or the Public Officer of The Council. The Council shall appoint an auditor as a result of any vacancy occurring or in the absence of an appointment at an annual general meeting. 8. The Council shall at least once in each period of twelve months cause the financial affairs of The Council to be audited by a person appointed as auditor in accordance with paragraph (13.7). 14. VOTING 1. Voting on motions at general meetings shall normally be conducted by a show of hands. However, a secret ballot shall be conducted on any motion if any delegate present at the meeting so requests. 2. Voting by proxy shall not be permitted. 3. Every delegate present at the meeting shall be entitled to one vote only on each particular motion or amendment. 4. In the event of any equality of votes being obtained on a particular motion, the motion shall be lost. In the event of any equality of votes being obtained on a particular motion, the Chairman shall have the casting vote NB This item was changed by a majority vote at February 2005 ACJC meeting The Secretary, Treasurer and Public Officer shall not be permitted to vote unless they are also delegates of an affiliated Jaguar Club
15. AMENDMENTS TO THE CONSTITUTION 1. At least 60 days notice of any proposed amendment to this constitution shall be given to all delegates to The Council. 2. No amendment to this constitution shall be passed unless it is carried by at least three quarters majority of a quorum of delegates present at a general meeting for which notice of the intention to amend the constitution has been given. 16. INTERPRETATION 1. Any doubt as to the interpretation or application of any clause in this constitution shall be decided by a vote of a general meeting. 2. In this constitution, words importing the masculine gender shall be interpreted as including the feminine gender. 17. LIMITATION OF LIABILITY
18. SEAL 1. The seal of The Council shall be in the form of a rubber stamp inscribed with the name of The Council encircling the word "seal". 2. The seal shall not be affixed to any instrument except by the authority of The Council. The affixing thereof shall be attested by the signature of two members of The Council. That attestation is sufficient for all purposes, that the seal was affixed by authority of The Council. 3. The seal shall remain in the custody of the Secretary. 19. DISSOLUTION 1. The Council shall be dissolved if a resolution to this effect is carried by at least a three quarters majority of a quorum of delegates present at a meeting. At least 28 days prior notice of the proposed resolution shall be given to all members of The Council. 2. In the event of the dissolution of The Council, any surplus assets shall be divided equally between the affiliated clubs or transferred to a body with similar objectives to those set out in clause 2 of this constitution. 3. In no circumstances in the event of a dissolution of The Council, shall the assets of The Council be distributed amongst the delegates.
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