Victorian 14ft Dinghy Council Incorporated
ASSOCIATIONS INCORPORATION ACT 1981
STATEMENT OF PURPOSES
- The name of the proposed incorporated Association is Victorian 14’ Dinghy Council Incorporated.
- the purposes for which the proposed incorporated Association is established are:-
(a) To encourage and foster the sailing and racing of the Australian 14’ Dinghy as defined by the constitution of the Australian 14’ Sailing Council.
(b) To decide the 14’ Dinghy Championship of Victoria.
- Solely for the purpose of furthering the purposes set out above the Association shall have the following powers:-
(a) To take over the funds and other assets and liabilities of the present unincorporated Association known as the Victorian 14’ Dinghy Council.
(b) To indemnify any person for any loss or damage incurred as a result of having on behalf of the said unincorporated Association become liable to pay any amount by way of damages or otherwise.
(c) To purchase, take on lease, or in exchange, hire or otherwise acquire any land, buildings, easements or property both real and personal and any rights or privileges which may be requisite for the purposes of or capable of being conveniently used in connection with any of the objects of the Association.
(d) To enter into any arrangements with any authority that are incidental to or conducive to the attainment of the objects and exercise of the powers of the Association.
(e) To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workman or other persons as may be necessary or convenient for the purposes of the Association.
(f) To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may be calculated directly or indirectly to advance the Association’s interest.
(g) To invest and deal with any money of the Association not immediately required in such manner as may form time to time be thought fit.
(h) To take or otherwise acquire and hold shares, debentures or other securities of any Company or Body Corporate.
(i) To lend and advance money or credit to any person or Body Corporate, to guarantee and to give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or Body Corporate and otherwise to assist any person or Body Corporate.
(j) To borrow or raise either a loan or jointly with any other person or legal entity in such manner as may be thought proper for attainment of the purposes of the Association.
(k) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, warrants, debentures and other negotiable or transferrable instruments.
(l) To may any gift of property whether subject to any special trust or not for any one or more of the objects of the Association.
(m) to take such steps by personal or written appeals, public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association in the manner of donations, annual subscriptions or otherwise.
(n) to make donations for patriotic, charitable or community purposes.
(o) To make rules, regulations and by-laws for the proper government of the Association and to do all such other lawful things as in the opinion of the Association are incidental or conducive to the attainment of the above objects or any of them and the exercise of the powers for any of them of the Association.
ASSOCIATION INVORPORATION REGULATIONS
RULES OF VICTORIAN 14’ DINGHY COUNCIL INCORPORATED
- The name of the proposed incorporated Association is Victorian 14’ Dinghy Council Incorporated (in these Rules called “the Association”).
- (i) In these Rules unless the contrary intention appears:
“Association” means Victorian 14’ Dinghy Council Incorporated.
“Committee” means the Committee of Management of the Association of the Association elected in accordance with these Rules.
“Financial year” means the year ending on the 31st day of May.
“General Meeting” means a general meeting of members convened in accordance with these Rules.
“Senior Member” means a member of the Association.
“Associate Member” means a member of the Association in whom voting rights do not vest.
“Honorary Life Member” means a member so deemed pursuant to Clause 46 hereof.
“The Act” means the Associations Incorporation Act 1981.
“The Regulations” means the Regulations under the Act.
(ii) In these Rules a reference to the Secretary of an Association is a reference:
(a) Where a person holds office under these Rules as Secretary of the Association – to that person; and
(b) In any other case to the public officer of the Association.
(iii) Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time.
- The membership of the Association shall be open to any interested person who applies for and is granted membership by the Committee and who pays the annual subscription.
REGISTER OF MEMBERS
- The Secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each member and the register shall be available for inspection by members at the address of the Public Officer.
- (a) The annual subscription and entrance fees of the Associations shall be such amounts as may be fixed by the annual General Meeting from year to year.
(b) The annual subscription shall by payable in advance prior to the 1st day of August in each year.
SOURCE OF FUNDS
- The funds of the Association shall be derived from its fees, annual subscriptions, donations and such other sources as the Committee determines.
RESIGNATION OF A MEMBER
- (1) A member of the Association who has paid all moneys 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.
(2) Upon the expiration of a notice given under sub-clause (1), 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.
ANNUAL GENERAL MEETING
- (1) The Association shall in each calendar year convene an annual General Meeting of its members.
(2) the annual General Meeting shall be held within the three months following the end of the financial year.
(3) The Annual General Meeting shall be specified as such in the advertisement convening it.
(4) The ordinary business of the annual General Meeting shall be:-
(a) To confirm the Minutes of the last preceding annual general meeting and of any annual general meeting held since that meeting;
(b) to receive from the Committee reports upon the activities and transactions of the Association during the last preceding financial year;
(c) to receive and consider the audited statements submitted by the Association in accordance with Section 30 (3) of the Act; and
(d) to elect members of the Committee in place of those retiring;
(e) the election of auditor(s) for the ensuing year.
(5) the Annual general Meeting may transact special business of which notice is given in accordance with these Rules.
(6) The annual General Meeting shall be in addition to any other Annual General Meeting that may be held in the same year.
(7) At least fourteen days notice of the annual General Meeting shall be given to all members.
(8) Seven (7) members personally present being members entitled to vote at a General Meeting, shall constitute a quorum for the transaction of business at the annual general meeting.
SPECIAL GENERAL MEETING
- All General Meetings other that the Annual General Meeting shall be called Special General Meetings.
- (1) The Committee may, whenever it thinks fit, convene a Special General meeting of the Association.
(2) The Committee shall, on the requisition in writing of three (3) members convene a Special General Meeting of the Association.
(3) The requisition for a Special General Meeting shall state the objects of the meeting and shall be signed by the members making the requisition and sent to the address of the Secretary and may consist or several documents in the like form, each signed by one or more of the members making the requisition.
(4) If the Committee does not cause a Special General meeting to be held within one month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a Special General Meeting to be held not later than three (3) months after that date.
(5) A Special General Meeting convened by members in pursuance of these Rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.
NOTICE OF MEETING
- (1) All General Meetings of the Association shall be advertised by the Secretary at least fourteen days before the date fixed for holding such meeting in a newspaper circulating general y in the district and such advertisement shall state the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(2) No business other than that set out in the advertisement convening the meeting shall be transacted at the meeting.
(3) A member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary, who shall include that business in the advertisement calling the next General Meeting after the receipt of the notice.
- (1) With the exception of the provisions of Rule 11(1) all notices shall be served by or on behalf of the Association upon any member either personally or be sending it by post to the members at his address shown in the Register of Members.
(2) Where a document is properly addressed prepaid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been delivered in the ordinary course of post.
PROCEEDINGS AT MEETINGS
- (1) All business that is transacted at a Special General Meeting and all business that is transacted at the annual General Meeting with the exception of that specially referred to in these Rules as being the ordinary business of the annual General meeting shall be deemed to be special business.
(2) No item of business shall be transacted at a General Meeting unless a quorum of members entitled under these Rules to vote is present during the time when the meeting is considering that item.
(3) Seven (7) members personally present (being members entitled under these Rules to vote at a General Meeting) constitute a quorum for the transaction of the business of a General Meeting.
(4) If within half an hour after the appointed time for the commencement of a General Meeting, a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in other case, shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the chairman at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned,) at the same place and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than five (5) members shall be a quorum.
- (1) The President, or in his absence, the Vice President shall preside as Chairman at each General Meeting of the Association.
(2) If the President and the Vice President are absent from a General Meeting, the members present shall elect one of their number to preside as Chairman at the meeting.
- (1) The Chairman of the General Meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(2) Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of the General Meeting.
(3) Except as provided in sub-clause (1) and (2) it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
- A question arising at a General Meeting of the Association shall be determined on a show of hands and unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minute Book of the association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
- (1) Upon any question arising at a General Meeting of the Association, a member has one vote only.
(2) All votes shall be given personally.
(3) In the case of an equality of voting on a question, the Chairman of the meeting is entitled to exercise a second or casting vote.
- (1) If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at that meeting in such manner as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.
(2) A poll that is demanded on the election of a Chairman or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairman may direct.
- (1) A member is not entitled to vote at any General Meeting unless all moneys due and payable by him to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.
(2) There shall be no votes cast by proxy at any General Meeting of the Association.
COMMITTEE OF MANAGEMENT
- (1) The affairs of the Association shall be managed by a Committee of Management elected in accordance with these Rules.
(2) The Committee:-.
(a) shall control and manage the business and affairs of the Association;
(b) may, subject to these Rules, the regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to b exercised by General Meetings of the members of the Association; and
(c) subject to these Rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.
- The Committee of Management shall consist of:
(a) a President
(b) a Vice President
(c) a Secretary
(d) a Treasurer
(e) a Measurer
(f) a Promotions Officer
(g) such other ordinary members of the Committee.
- All members of the Committee shall be elected at the Annual General Meeting. They shall be elected for a period of one year and shall retire at the Annual General Meeting next following but shall be eligible for re-election.
- (1) Nominations of candidates for election as members of the Committee:-
(a) shall be made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
(b) shall be delivered to the Secretary of the Association not less than seven days before the date fixed for the holding of the Annual General Meeting.
(2) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the Annual General Meeting.
(3) If the number of nominations received is equal to the number of vacancies to filled, the persons nominated shall be deemed to be elected.
(4) If the number of nominations exceeds the number of vacancies to filled, a ballot shall be held.
(5) The ballot for the election of Officers and ordinary members of the Committee shall be conducted at the annual General Meeting in such usual and proper manner as the Committee may direct.
(6) A nomination of a candidate for election under this Rule is not valid if that candidate has been nominated for another office for election at the same election.
- In the event of a casual vacancy occurring during the year, the Committee shall have power to appoint a new member from the members of the Association. Any person so appointed shall hold office until the next Annual General Meeting only, but shall be eligible for re-election.
- No member of the Committee shall be appointed to or retain any paid Office of the Association whilst he/she is a member of the Committee.
- No member of the Committee shall directly or indirectly supply goods or services can be satisfactorily obtained elsewhere locally.
- Any member of the Committee who has a financial interest in any contract or arrangement made or proposed to be made with the Association shall disclose his/her interest at the first meeting of the Committee at which the contract or arrangement is first taken into consideration if his/her interest then exists, or in any other case at the first meeting of the Committee after the acquisition or his/her interest. If he/she becomes interested in a contract or arrangement after it is made or entered into, he/she shall disclose his/her interest at the first meeting after he/she becomes so interested.
- No member of the Committee shall vote as a member of the Committee in respect of any contract or arrangement in which he/she is so interested as aforesaid, and if he/she does so vote his/her vote shall not be counted.
- For the purposes of these Rules, the office of a member of the Committee becomes vacant if that member:-
(a) ceases to be a member of the Association
(b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code;
(c) resigns his office by notice in writing given to the Secretary; or
(d) is absent for three consecutive meetings without acceptable reason or leave of absence;
and every such vacancy shall be deemed a casual vacancy.
REMOVAL OF A COMMITTEE MEMBER
30 (1) The Association in 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.
(2) Where the member to whom a proposed resolution referred to in sub-clause (1) makes representations in writing to the Secretary of President of the association (not exceeding a reasonable length) and requests that they be notified to the members of the Association, the Secretary or the President may send a copy of the representations to each member of the Association or, if they are not so sent, the member may require that they be read out at the meeting.
PROCEEDINGS OF COMMITTEE
- (1) The Committee shall hold periodical meetings at such intervals and times as that Committee shall determine.
(2) Any four (4) members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.
(3) No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week.
(4) At meetings of the Committee:-
(a) the President or in his absence the Vice President shall preside; or
(b) if the President and the Vice President are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside.
(5) Questions arising at a meeting of the Committee or of any Sub-Committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine.
(6) Each member present at a meeting of the Committee or of any Sub committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(7) Notice of each Committee Meeting shall be given to each member of the Committee verbally or in written form, at least seven (7) days before the date of the meeting.
(8) Subject to sub clause (4) the Committee may act notwithstanding any vacancy on the Committee.
- The Secretary of the association shall keep Minutes of the resolutions and proceedings of each General Meeting and each Committee Meeting in books provided for that purpose together with a record of the names of persons present at Committee Meetings and deal with the correspondence and motions as directed and notify members of Meetings.
- (1) The Treasurer of the Association:-
(a) shall collect and receive all moneys due to the Association and make all payments authorized by the Association; and
(b) shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.
(2) The accounts and books referred to in sub-clause (1) shall be available for inspection by members.
- The funds of the Association shall be lodged in such investments as are authorized by the Law for the time being in force for the investment of Trust funds, or on deposit with a Bank.
- The Treasurer shall receive all monies and issue receipts for same, shall pay all accounts which have been passed for payment by the Committee, shall keep a proper record of all such receipts and payments, and shall submit a Financial Report at each Committee, shall keep a proper record of all such receipts and payments,
- All accounts must be paid by cheque.
- At least once a year, the books must be examined and audited by the auditor(s) appointed at the Annual General Meeting.
- The financial year shall run from the 1st of July to the 30th of June next following.
DISTRIBUTION OF ASSETS
- The assets and income of the Association shall be applied solely in furtherance of its objects and no portion shall be distributed directly or indirectly to its members expect as bona fide compensation for services rendered or expenses incurred on behalf of the Association.
- The Auditor)s) appointed shall be a member of some recognized institute of Accountants, or, if no such Auditor is available, shall be a person sufficiently versed in business practice to carry out capably the duties of Auditor.
- All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two (2) members of the Committee.
- (1) The Common Seal of the Association shall be kept in the custody of the Secretary.
(2) 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 of the Association.
Alternation of rules and statement of purposes
- These Rules and the Statement of Purposes of the Association shall not be altered or amended except in accordance with the Act.
- If the Association shall be wound up in accordance with the provisions of the “Act” and there remains after satisfaction of all its debts and liabilities any property whatsoever the same shall be given or transferred to some other institution or institutions having purposes similar to the purposes of the Association and which prohibits the distribution of its other income and property amongst its or their members of the Association.
CUSTODY OF RECORDS
- Except as otherwise provided in these Rules, the Secretary shall keep in his custody or under his control all books, documents and securities of the Association.
Ownership of Perpetual Trophies and all documentation pertaining to the affairs of the association and all Perpetual Trophies shall remain the property of the Association.
- The Association in General Meeting may deem any person to be an Honorary Life Member of the Association. All rights and obligations which vest in a Member pursuant to the provisions of these Rules shall vest in an Honorary Life Member save and except that an Honorary Life Member shall not be required to pay any subscription provided for in Clause (5) hereof.
As at the date of Incorporation, the following shall be deemed to be Honorary Life Members of the Association:-
R . Dettmer N. Hunter W . Osborne
A . Chalmers W.C. Bray H.A.White
W . Burr T . Silbereisen
Honorary Life Members since Incorporation
M . Richards A . Smith M . Davis
VOTING WITH RESPECT TO MATTERS PERTAINING TO THE ALTERATION OF THE CONSTITUTION OF THE AUSTRALIAN 14’ SAILING COUNCIL
- At any General Meeting of the Association, only the owner of a currently registered 14’ Dinghy may vote in matters pertaining to the alteration of the constitution of the Australian 14’ Sailing Council, and only one vote may be cast on behalf of the members of a partnership owning a registered 14’ Dinghy.
REGISTER OF PERPETUAL TROPHIES
- The Secretary shall keep a register of all Perpetual Trophies owned by or of interest to the council.
- The Secretary shall keep a Register of all 14’ Dinghies registered with the Association. The Dinghy Register shall contain such information as is deemed fit by the Committee of Management. And application to have a Dinghy registered shall be made by submitting a Form of Registration certified by the Measurer to the Secretary. In the event of a partnership owning a 14’ Dinghy, the names and addresses of all the partners shall be stated on the Registration Form.
Only boats conforming to the constitution of the Australian 14’ Sailing Council shall be eligible for registration. The Secretary shall remove from the Register any 14’ Dinghy which does not conform with the constitution of the Australian 14’ Sailing Council.
A Measurement Certificated shall be held by the owner and must be presented on demand to the adjudicating Sailing Committee, Measurer, Council or the Australian 14’ Sailing Council.
- The Champion 14’ Dinghy of Victoria shall be decided in a series of seven heats according to the Olympic points scoring system save that points for not finishing shall be the number of starters plus three points and points for not starting shall be the number of entrants plus six points.
Entry Forms hall be sent to all members of the Association at least twenty eight days before the scheduled date of the first heat of the championship. All entries accompanied by the entry fee as deemed fit by the Committee of management, must be received by the Secretary at least fourteen days before the scheduled date of the first heat of the championship.
Entries may be accepted by the Secretary within fourteen days of the schedule date of the first heat of the championship accompanied by a late entry fee deemed fit by the Committee.
If fewer than five entries are received in any one year, no championship shall be conducted in that year.
CONDUCT OF RACING
- A registered 14’ Dinghy shall be entitled to be entered in any race conducted on behalf of the Association provided that the Helmsmen and crew member(s) are member of the Council.
All racing shall be conducted pursuant to the Rules of the International Yacht Racing Union as amended by the Australian Yachting Federation, the Victorian Yachting Council, these Rules and the Sailing Instructions.
International Yacht Racing Union Rule 25(d) (iii) (Spinnaker numbers) shall not apply.
- The Burgee of the Association shall be a pennant coloured red from the hoist to the mid point, and coloured black from the mid point to the tail, and bisected by a yellow cross.
I hereby certify that this Statement of Purposes and Rules has been approved by a majority of the association’s Members.