Constitution

RULES OF ASSOCIATION

SILVER FOXES MOTORCYCLE CLUB AUSTRALIA

An unincorporated association

(1) OVERVIEW

These rules of association (hereinafter “Rules”) apply to the unincorporated association which operates under the name of SILVER FOXES MOTORCYCLE CLUB AUSTRALIA (hereinafter “Association”).


(2) DEFINITIONS

In these Rules, the following definitions shall apply:

“Association” means SILVER FOXES MOTORCYCLE CLUB AUSTRALIA

“Committee” means the committee of the Association, such committee being created under these Rules.

“Member” means a member of the Association, having attained membership in accordance with these Rules.

“Foundation Member” means those persons who were members on the 23 June 2020.

“Rules” means these rules of Association.


(3) PURPOSE

(a) The Association is established for the following purpose (“the Purpose”):

The primary purpose of the Association is for the exclusive enjoyment of its members who share a passion for motorcycle riding, planning and participation in motorcycle tours, taking the piss out of each other, enjoying various beverages and having a laugh when they get together.

The Association can also make a profit from merchandising using the registered trademark of “Silver Foxes Motorcycle Club Australia” or selling and or licensing of the intellectual property belonging to the association including but not limited to i) motorcycle tour details and commentary; ii) product promotion on various social media sites and iii) speaking engagements relation to the activities of the association.

(b) The Association may do all things that help it to achieve or further the Purpose, in accordance with these Rules.

(c) The Association may only do things for the Purpose.

(d) The Association may only use any assets and income of the Association for the Purpose.

(e) For the sake of clarity, the Association is permitted to do the following:

(I) pay a Member an amount less than or equal to a fair market rate, for goods or services that the Member provides to the Association in accordance with the Purpose; or

(II) provide a benefit to the Member, including a financial benefit, if that benefit is in accordance with the Purpose or is necessary in order to further the Purpose.


(4) MEMBERSHIP

(a) It is difficult to become a member given the seasoned nature of the foundation members and the fact that they act like a bunch of curmudgeons when it comes to new members. That does not mean no one will be admitted, the Committee will just make it exceedingly difficult and they won’t tell you what the criteria is. However, any person (“the Applicant”) may apply to become a Member of the Association by undertaking the following process:

(b) In order to be eligible to become a Member, an Applicant must, (among other things):

(I) satisfy the Committee that the Member supports the Purpose; and

(II) agree to be bound by these Rules.

(c) After the Committee has made a determination regarding the Applicant’s application, the Committee will contact the Applicant as soon as possible, to tell them whether the application has been approved or rejected.

(d) In the event that an Applicant’s application is rejected, the Association does not need to provide reasons to the Applicant.


(5) FEES

(a) The Association will not be charging fees to foundation members.


(6) TERMINATION OF MEMBERSHIP

(a) A person stops being a member altogether if that person:

(I) provides to the Committee verbal or written notice of resignation; or

(II) has their membership cancelled in accordance with these Rules; or

(III) dies.

(7) SPECIAL CLAUSES

  • NOT A SUPPORT GROUP – (SOLICITING EMPATHY OR PERSONAL ADVICE BREACH)
  • Outside Purpose – There is to be no verbal interaction with other members that requires a level of empathy from said members unless it is contained within the purpose of the association.
  • Anti-Fishing – There is to be no soliciting for gratuitous compliments from other members unless it is related to the purpose of the association.
  • Spousal Commentary – Positive comments are allowed as long as it doesn’t breach 7.1 (b). Soliciting advice is prohibited.
  • UNDER THE BUS – (FURNACE CREEK BREACH)

No member is to implicate other members in a scheme or arrangement in order to justify or diffuse problems or issues that the individual member has incurred. (Also known as the Boxy – Furnace Creek Rule).

  • EXTRANEOUS INFORMATION (HYDRO HYDRO BREACH)

A member may indulge in verbalising information outside the purpose of the organisation, but only at the pleasure of other members. Only one other member needs to call the conversation to a halt for the verbalising member to cease comment. (Also known as the Hydro Hydro rule)

  •  CRYING WOLF

No member may call the other members to the same issue twice on the same tour. (Also known as the out of gas rule)

(8) REGISTER OF MEMBERS

(a) The Association will maintain a register of Members (“the Register”).

(b) A person will become a Member when that person’s name is entered in the Register.

(c) The following details for each Member (“Details”) will be recorded in the Register:

(I) full name;

(II) date of commencement of membership;

(III) phone number;

(IV) email address;

(c) If a person stops being a Member, the Association will enter in the Register the date that the person stopped being a Member, as soon as possible after the person stops being a Member.

(d) If a Member requests that access to some or all of the Member’s Details be restricted, the Committee may, in the Committee’s discretion, determine whether or not to restrict access to such Details.


(9) THE COMMITTEE

(a) The Association will have a committee (“the Committee”) which is made up of all foundation members of the Association.

(b) The Committee has the following role:

(I) governing the Association;

(II) managing the day-to-day operation of the Association;

(III) ensuring that the Association is managed responsibly;

(IV) ensuring that the Association operates in pursuit of its purpose.


(c) The Committee may delegate its powers or functions to sub-committees, staff members, Members of the Association, or to Committee Members, as permitted by law.

(d) Committee Members will be the foundation members of the Association

(e)The Committee must have a minimum number of 5 Committee Members at any time.

(f) The Committee has the power to appoint and remove Committee Members from various positions, and may determine the roles and responsibilities of any Committee Member, although this is unlikely unless there has been a breach of the rules.

(h) A person stops being a Committee Member if that person:

(I) provides to the Committee written notice of resignation; or

(II) is removed by a resolution of the Members; or

(III) stops being a Member; or

(IV) is absent from all Committee Meetings, without the consent of the Committee, for six months or more; or

(V) dies.


(10) COMMITTEE DUTIES

(a) In addition to any other duties and responsibilities provided by law or elsewhere in these Rules, the Committee has the following duties:

(I) ensuring that accurate minutes are kept in relation to general meetings and committee meetings; and

(II) ensuring that other records are kept in accordance with these Rules; and

(III) ensuring that the Association’s documents are made available to Members as required by these Rules.


(11) COMMITTEE MEETINGS

(a) A Committee Member may call a meeting of the Committee (“Committee Meeting”) in the following circumstances:

(I) A Riding Tour either domestic or international

(II) At an organised association event.

(b) The Committee may determine how often it will hold Committee Meetings.

(c) In order for a resolution to be passed, more than half of the Committee Members present at the particular Committee Meeting must vote in favour of the resolution.

(12) QUORUM FOR COMMITTEE MEETINGS

A quorum for Committee Meetings is more than 50% of the Committee Members. If any more than 50% of the Committee Members are present at a Committee Meeting, the Committee Meeting is validly held.


(13) GENERAL MEETINGS OF MEMBERS

  • The Committee may call a general meeting of the Members (“General Meeting”), although it’s the same people so probably no need.


14) QUORUM FOR GENERAL MEETINGS

A quorum for General Meetings is 10% of the Members entitled to vote at a General Meeting. If 10% or more of the Members entitled to vote at a General Meeting are present at a particular General Meeting, the General Meeting is validly held.


(15) ADJOURNING GENERAL MEETINGS

(a) If a quorum is not present within 30 minutes after the General Meeting was scheduled to start, the chair of that General Meeting may adjourn the General Meeting.

(b) If the chair of a General Meeting determines that there is not enough time at the General Meeting to consider all of the business that needs to be considered at that General Meeting, then the chair may adjourn the General Meeting.

(c) The chair of a General Meeting must adjourn the General Meeting if the majority of Members who are entitled to vote at the General Meeting (and who are in attendance at the General Meeting) tell the chair to do so.

(d) In the event that a General Meeting is adjourned, no new business may be dealt with at the resumed meeting (“the New Meeting”). Only unfinished business from the adjourned meeting (“the Adjourned Meeting”) may be addressed.

(e) In the event that a General Meeting is adjourned, a notice of the New Meeting must be provided to all Members using the contact details that are recorded in the Register.

(f) In the event that the New Meeting is scheduled for a date that is less than 21 days from the date of the Adjourned Meeting, then a notice of the New Meeting does not need to comply with the 21 day notice requirements, (but still needs to be provided to Members).


(16) ORDINARY RESOLUTION

An ordinary resolution of the Association (“Resolution”) is passed if at least 75% of the Members present at a General Meeting (whether in person, or by some other means), vote in favour of the Resolution.


(17) USE OF FUNDS

(a) The Association may receive funding from any of the following sources:

(I) application fees or joining fees;

(II) annual membership fees;

(III) grants;

(IV) fundraising;

(V) interest;

(VI) any other lawful source which is approved by the Committee and which is consistent with furthering the Association’s Purpose.

(b) The Committee must set up policies and procedures in relation to the management and holding of funds or assets on behalf of the Association.

(c) The funds may be used in the manner as directed by the Committee from time to time.

(d) The Committee must determine who is responsible for overseeing the use of funds or assets that are held on behalf of the Association.


(18) RECORD KEEPING

(a) The Association must maintain written records (“the Records”) that:

(I) correctly record its operations; and

(II) correctly record and explain its financial situation; and

(III) enable true and fair financial statements to be prepared.


(19) AMENDMENTS TO RULES

(a) Subject to the other provisions of these Rules, and subject to any applicable laws, these Rules may be amended by the Members passing a Special Resolution by a show of hands at any association event.


(20) FINANCIAL YEAR

The Association’s financial year will run from 1 July until 30 June, unless the Committee passes a resolution to change the financial year.


(21) DISPUTE RESOLUTION

The following dispute resolution procedure will apply to the Association:

The Association is not a support group so we do not expect to see any disputes or grievences


(22) DISCIPLINE OF MEMBERS

The following disciplinary procedure will apply to Members for breach or the rules:

There will be a public shaming and general grumbling by other members and then a direction to RIDE HARD


(23) BASIS IN LAW

            This document has no basis in law, in case the members get nervous.

(24) WINDING UP

  • The Association may be wound up upon the passing at a General Meeting of a Special Resolution to wind up the Association.

    (b) Upon the winding up of the Association, the assets of the Association may be used to pay any debts and other liabilities of the Association.

    (c) If any assets of the Association are affected by a trust, then the Association must satisfy any debts, liabilities or obligations that apply to those trust assets.

(25)      FOUNDATION MEMBERS

  1. Steve McGeorge
  2. Andy Gibson
  3. Pete Lewis
  4. Neil Singleton
  5. Ian Box
  6. Andy Riches
  7. Russel Armstrong
  8. Mike Grundy
  9. Tony Armfield


Adopted this twenty third day of June 2020

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