Constitution (Full Text)

BICYCLE TRANSPORT ALLIANCE

RULES OF THE ASSOCIATION

1          THE NAME

The name of the Association shall be “BICYCLE TRANSPORT ALLIANCE INCORPORATED, hereafter referred to as the Association and it shall be incorporated pursuant to the provisions of the Associations Incorporation Act 1987.

2   DEFINITIONS

In these rules, unless the contrary intention appears –

“financial year” has the meaning given by section 3 (1) of the Act with each 12 month period commencing on the 1 January;

“the Act” means the Associations Incorporation Act 1987; and

“the Association” means the Association referred to in rule 1;

3          OBJECTS OF ASSOCIATION

3.1        To protect and enhance the environment by advocating the increased use of bicycles for personal transport and recreation in lieu of motorised vehicles given the advantages of bicycles in terms of:

reduced air pollution,

increased energy efficiency,

lower noise emissions,

reduced land requirements, and

ecological sustainability.

This object may be achieved by:

bringing about a greater awareness on the part of the wider community and at all levels of Government of the value of cycling,

encouraging people to use bicycles more,

promoting the environmental benefits of cycling,

promoting the health benefits of cycling,

promoting the economic benefits of cycling,

promoting safer cycling, for example through improved standards of education and behaviour for all road users, or improved road designs which take into account cyclists’ needs,

lobbying for better facilities for cyclists, with an emphasis on providing maximum effectiveness within available funding,

lobbying for funding for cycling-related projects,

providing technical advice on cycling-related issues to Government and private organisations, or

other appropriate means.

3.2        The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.

4          POWERS OF ASSOCIATION

The Association has the following powers in addition to the powers conferred on it by Section 13 of the Act:

(a) to make, amend or repeal, as it thinks appropriate, such by-laws as may be made by the Board for the effective running of the Association;

(b) to co-operate, affiliate or enter into reciprocal arrangements with any other club or organisation having similar objects to those of the Association; and

(c) to initiate or defend any legal action arising out of or in the course of the activities of the Association.

5   QUALIFICATIONS FOR MEMBERSHIP OF ASSOCIATION

5.1        Membership of the Association is open to any person or organisation within the following membership categories:

(a) General – open to any individual, or a family or group of persons consisting of up to two persons over eighteen years of age and any number of persons less than eighteen years of age all of whom reside at the same address.

(b) Concessional – open to any individual of reduced financial means, such as a full-time student, unemployed person or pensioner.  The Board may specify or alter the criteria for concessional membership from time to time as it sees fit.

(c) Affiliate (non-profit) – open to any non-profit organisation having similar objects to the association.  Affiliate membership by another association entitles all members of that association to participate in activities of the Association as affiliate members.

(d) Affiliate (commercial) – open to any organisation (other than non-profit organisations) including government and commercial organisations.

(e) Honorary – applicable to any person to whom the Board grants free membership for one year

(f) Honorary Life – applicable to any person to whom the association, at an Annual General Meeting, grants free membership for the life of that person.

5.2        A person or organisation wishing to become a member shall apply to the Board in writing in such form as the Board directs.

5.3        The Board shall consider each application made under subrule 5.2 at a Board Meeting and shall accept or reject the application.

6   SUBSCRIPTIONS OF MEMBERS OF ASSOCIATION

6.1        The association shall at each annual general meeting determine the amount of subscription to be paid by each member or group of members in each of the categories of membership listed in subrule 5.1.  The agreed amount of subscription shall take effect immediately.

6.2   Subscriptions shall become due each year on the anniversary of the date on which the member first became a member of the association.

6.3        A member or group of members whose subscription is not paid within 3 months after the due date ceases to be a member.

7   REGISTER OF MEMBERS OF ASSOCIATION

7.1        A member of the Board, selected by the Board, shall on behalf of the Association keep and maintain the register of members in accordance with section 27 of the Act.

8   RESIGNATION OF MEMBERS OF ASSOCIATION

8.1        A member who delivers in writing notice of their resignation from the Association to a Board Member ceases to be a member from the time of that delivery.

8.2        In the event of resignation of a member, the Association will not refund any subscription already paid to the Association.

9   EXPULSION OF MEMBERS OF ASSOCIATION

9.1        If the Board considers that a member should be expelled from the Association because his or her conduct is detrimental to the interests of the Association, the Board shall notify the member either orally or in writing.

9.2        The member so affected may, within 14 days of being informed of his or her expulsion, lodge a written appeal with the Secretary.  Then, at a General Meeting, the Association may confirm or set aside the decision of the Board to expel the member.  Prior to the decision being made, the Association shall give the member whose expulsion is being considered a reasonable opportunity to be make an oral or written representation to the Association.

9.3        A member who is expelled from the Association ceases to become a member 14 days after the day on which the decision to expel him or her is communicated to him or her unless the member appeals against the expulsion.  In this case, the member affected remain a member until the decision of the Board is confirmed by the Association at a General Meeting as required in paragraph 9.2.

10        BOARD OF MANAGEMENT

10.1      The affairs of the Association shall be managed exclusively by a Board of Management consisting of:

(a) a Convener,
(b) a Secretary,
(c) a Financial Controller, and
(d) not less than 2 other persons.

10.2      At the commencement of each Annual General Meeting, all positions on the Board shall be declared vacant.  The members of the outgoing Board shall be eligible for re-election to the Board.

10.3      For a person to be eligible for election to the Board, the person must be a member of the Association, be nominated by a member and the nominee must indicate his or her willingness to stand for election. The Secretary will receive either written or oral nominations up until the commencement of the elections.

10.4      A person who is eligible for election to the Board may nominate himself or herself.

10.5      If the number of persons nominated for a position or positions does not exceed the number of vacancies to be filled, then that person or persons shall be declared duly elected.  Otherwise, there shall be an election conducted by secret ballot to determine the successful nominee(s).

10.6      When a casual vacancy occurs on the Board, the Board may appoint a member to fill the vacancy until the next Annual General Meeting.

10.7      The Board, subject to the Act and these rules and to any resolution passed by the Association at a General Meeting:

(a) shall control and manage the affairs of the Association,

(b) has power to perform all such acts and do all such things as appear to the Board to be necessary or desirable for the proper management of the affairs of the Association, and

(c) may exercise all such functions as may be exercised by the Association other than those functions required by these rules to be exercised by a General Meeting of the Association.

11   CONVENER

11.1      The Convener shall preside at all General Meetings and Board Meetings at which he or she is present.

11.2      In the absence of the Convener, the Board members present at the meeting shall elect a member to preside over the meeting.

12   SECRETARY

12.1      The Secretary shall:

(a) co-ordinate the correspondence of the Association,

(b) keep full and correct minutes of the proceedings of the Board and of the Association,

(c) comply on behalf of the Association with sections 28 and 29 of the Act in respect of the availability of rules and Record of Office Holders, and

(d) have custody of all books, documents, records and registers of the Association referred to in paragraph (c), other than those required by rule 13 to be kept and maintained by, or in the custody of the Financial Controller.

13   FINANCIAL CONTROLLER

13.1      The Financial Controller shall:

(a) be responsible for the receipt of all money paid to the Association and shall issue receipts for those payments in the name of the Association,

(b) pay all money referred to in paragraph (a) into such account or accounts of the Association as the Board may from time to time direct,

(c) make payments from the funds of the Association with the authority of a General Meeting or of the Board,

(d) comply on behalf of the Association with sections 25 and 26 of the Act in respect of the accounting records of the Association,

(e) whenever directed to do so by the Convener, submit to the Board a report, balance sheet or financial statement in accordance with that direction, and

(f) have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in paragraph (d).

14        CASUAL VACANCIES IN MEMBERSHIP OF BOARD

14.1      A casual vacancy in the office of a Board member occurs if the Board member;

(a) dies,

(b) resigns by notice in writing delivered to the Convener,

(c) is convicted of an offence under the Act,

(d) is permanently incapacitated by mental or physical ill health, or

(e) is absent without apology from more than three consecutive Board Meetings or three Board Meetings in the same financial year.

15   PROCEEDINGS OF THE BOARD

15.1      Board Meetings shall be held not less than 3 times per year.

15.2      The Convener may at any time convene a meeting of the Board.

15.3      Any matter put to a vote at a Board Meeting shall be decided by a majority of votes, each Board member having an equal vote.

15.4      At a Board Meeting, 51% of the Board members shall constitute a quorum.

15.5      The Board members present at a Board Meeting shall determine the procedure and order of business.

15.6      A Board member having any direct or indirect pecuniary interest referred to in section 21 or 22 of the Act shall comply with that section.

16        ANNUAL GENERAL MEETING

16.1      The first Annual General Meeting shall be held within eighteen months of the date of incorporation of the Association.

16.2      Subject to rule 16.1, the Association shall hold an Annual General Meeting at least once in every calendar year and within three months of the end of the Association’s financial year.

16.3      The Secretary shall give at least 14 days notice in writing to all members giving the date, time and location of the Annual General Meeting which date, time and location shall, subject to rules 17.1 and 17.2, be set by the Board.

16.4      A member desiring to bring any business before an Annual General Meeting may give notice in writing of that business to the secretary who shall then include that business in the next notice calling an Annual General Meeting.

16.5      If any business to be transacted at an Annual General Meeting requires passing of a special resolution, the notice given by the Secretary shall state that it is intended to propose the resolution as a special resolution.

17   BUSINESS AT ANNUAL GENERAL MEETING

17.1      In addition to any other business which may be transacted at an Annual General Meeting, the business of an Annual General Meeting shall be:

(a) to confirm the minutes of the previous Annual General Meeting and of any Special General Meetings held since that meeting,

(b) to receive from the Board reports upon the activities of the Association during the preceding financial year,

(c) to elect office bearers of the Association and ordinary members of Board, and

(d) to set the subscriptions for the following year.

18        SPECIAL GENERAL MEETINGS

18.1      The Board may at any time, whenever it thinks fit, convene a Special General Meeting of the Association.

18.2      The Board shall, on requisition in writing of not less than 20% of the total number of members of the Association, convene a Special General Meeting of the Association.

18.3      A requisition of members for a Special General Meeting shall:

(a) state the purpose or purpose of the Special General Meeting,

(b) be signed by the members making the requisition, and

(c) be lodged with the Secretary.

18.4      If the Board fails to convene a Special General Meeting to be held within 42 days after the date on which a requisition of members for the meeting is lodged with the Secretary, any one or more of the members who made the requisition may convene a Special General Meeting to be held not later than 3 months after that date.

18.5      The Special General Meeting convened by a member as referred to in rule 18.4 shall be convened as nearly as is practicable in the same manner as general meetings are convened by the Board.

18.6      The Secretary shall, at least 14 days before the date fixed for the Special General Meeting, give notice in writing to all members giving the date, time and location of the Special General Meeting and, in addition, the nature of the business intended to be transacted and, if necessary, the notice of intention to propose a resolution as a Special Resolution.

18.7      No business other than that specified in the notice convening the Special General Meeting shall be transacted at the meeting.

19        QUORUM IN PROCEEDINGS AT GENERAL MEETINGS

19.1      At a General Meeting, 10 voting members constitute a quorum, except in the circumstances provided for in subrule 19.3.

19.2      If, within 30 minutes after the time specified for the holding of a Special General Meeting or Annual General Meeting, a quorum is not present, the meeting stands adjourned to the same time on the same day in the following week and to the same venue unless otherwise advised.

19.3      If, within 30 minutes of the time specified for the resumption of an adjourned Special General Meeting or Annual General Meeting, a quorum is not present, the members who are present may proceed with the business of that meeting as if a quorum was present.

20        MINUTES OF MEETINGS OF ASSOCIATION

20.1      The Secretary or another Board member so nominated shall cause proper minutes of all proceedings of all General Meetings and Board Meetings to be taken.

21        VOTING RIGHTS OF MEMBERS OF ASSOCIATION

21.1      Each ordinary member, concessional member, honorary member or honorary life member over the age of eighteen, present at a General Meeting, is entitled to one vote.

21.2      Each organisation which is an affiliate member (either non-profit or commercial) is entitled to nominate a representative over the age of eighteen who is then entitled to one vote at a General Meeting subject to subrule 21.3.

21.3      Each person present at a General Meeting who is entitled to vote at that meeting as described in subrules 21.1 and 21.2 is entitled to no more than one vote.

21.4      Members under the age of eighteen years and affiliate members, other than a nominated representative of an affiliated organisation as specified in subrule 21.2, shall not be entitled to vote.

21.5      There shall be no right of proxy vote.

22        RULES OF ASSOCIATION

22.1      The Association may alter or rescind these rules or make rules in additional to these rules, in accordance with the procedure set out in sections 17, 18, 19 of the Act.

22.2      These rules bind every member of the Association.

23   COMMON SEAL OF ASSOCIATION

23.1      The Association shall have a common seal on which its corporate name shall appear in legible characters.

23.2      The affixing of the common seal of the Association shall be witnessed by any two of the Convener, Secretary or Financial Controller.

23.3      A record shall be kept by the Secretary of all documents and instruments to which the common seal of the Association is affixed.

23.4      The common seal of the Association shall be kept in the custody of the Secretary or such other person as the Board from time to time decides.

24   INSPECTION OF RECORDS OF ASSOCIATION

24.1      A member may at any reasonable time by prior appointment inspect without charge the books, documents, records and securities of the Association.

25   DISTRIBUTION OF SURPLUS PROPERTY ON WINDING UP OF ASSOCIATION

25.1      If, on the winding up of the Association, any property of the Association remains after satisfaction of the debts and liabilities of the Association and the costs, charges and expenses of that winding up, that property shall be distributed:

(a) to another incorporated association having similar objects to that of the Association, or

(b) for charitable purposes.

25.2      Which incorporated association(s) or purposes, as the case requires, shall be determined by resolution of members when authorising and directing the Board under section 33 (3) of the Act to prepare a plan for the distribution of the surplus property of the Association.

Revision History

Rev. 1.0   24/2/94                As submitted for Incorporation

Rev. 2.0   20 March 2012

 

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