TRIUMPH SPORTS OWNERS ASSOCIATION OF SOUTH AUSTRALIA INCORPORATED
CONSTITUTION
JUNE 20th 2017

CONSTITUTION INDEX
1 NAME
2 CONSTITUTION
3 OBJECTIVES
4 MEMBERSHIP
5 VOTING
6 SUBSCRIPTIONS AND FEES
7 SUSPENSION OR CANCELLATION OF MEMBERSHIP
8 MANAGEMENT
9 OFFICE BEARERS
10 ACCOUNTS
11 MEETINGS
12 MINUTES
13 PUBLIC OFFICER
14 APPOINTED REPRESENTATIVES
15 AMENDMENT OF THE CONSTITUTION
16 POWERS
17 INDEMNITY TO MEMBERS OF THE COMMITTEE AND OTHERS
18 DISSOLUTION OF THE ASSOCIATION

TRIUMPH SPORTS OWNERS ASSOCIATION OF SOUTH AUSTRALIA INCORPORATED
CONSTITUTION
WITHIN THIS CONSTITUTION, UNLESS THE CONTRARY INTENTION APPEARS;

a) ‘Committee’ signifies the Committee of Management of the Association; ‘meeting’ signifies a general meeting of members of the Association convened in accordance with these rules; ‘member’ signifies a member of the Association;
b) The ‘Act’ signifies the Associations Incorporation Act and any defined term in that Act will apply to this Constitution;
c) The Regulations’ signifies the Associations Regulations, 2008.
d) Unless the context implies otherwise, words suggesting the singular shall include the plural and vice-versa and words suggesting the masculine gender shall include the feminine gender and vice-versa.

1 NAME
The name of the Association formed under this constitution shall be “Triumph Sports Owners Association of South Australia Incorporated” hereinafter referred to as the Association.
2 CONSTITUTION
2.1 The Headquarters of the Association shall be in Adelaide.
2.2 The Association shall retain absolute control of its own management and financial affairs. The assets and liabilities shall remain the absolute property and the sole responsibility of the Association.
2.3 The assets and income of the Association shall be applied solely in furtherance of its objectives and no portion shall be distributed directly or indirectly to its members except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.

3 OBJECTIVES
3.1 To promote maintain and support the use, continuance, restoration and preservation of Triumph motor vehicles.
3.2 To promote, foster and conduct automotive activities and motor sport generally through tours, outdoor functions, social meetings and competitive events.
3.3 To promote friendship, courtesy and safety on the roads among members of this Association.
3.4 To conduct meetings, lectures and discussions whereby members may obtain knowledge enabling them to become better drivers and to better maintain their vehicles.
3.5 To foster and maintain mutual understanding of Triumph motor vehicles and with other car clubs generally.
3.6 To provide the resources and promote the registration of financial members vehicles that meet the requirements of the conditional registration scheme in South Australia.

4 MEMBERSHIP
4.1 Full Membership of the Association shall be open to all owners of Triumph motor vehicles or to persons who have an interest in Triumph motor vehicles and are interested in preserving the Triumph Marque.
4.2 Social Membership of the Association shall be open to partners or immediate family of members and life members
4.3 Applications for membership shall be in writing or by electronic means in common use and shall be in such form as the committee shall from time to time determine.
4.4 Applications for membership shall be considered by the Committee at its meeting following receipt of the application and the Committee shall determine whether or not the applicant is elected a member.
4.5 Life Membership shall be bestowed on such persons recommended by the Committee and supported by special resolution put to a general meeting. Every Life Member shall be entitled to all privileges and rights of a member and is bound by the Constitution and Rules of the Association but is exempt from paying the annual subscription or any levies imposed by the Committee for the rest of their natural life. Life Members are deemed to be Financial Members.
4.6 Any member intending to resign his or her membership of the Association shall give written notice or by electronic means in common use thereof to the Secretary who shall accept such resignation but no such resignation shall relieve any member from payment of any monies due or payable by him to the Association at the time of such resignation.
4.7 Membership shall be subject to cancellation at the discretion of the Committee for non-payment of annual subscription by the due date.

5 VOTING
5.1 Full Members and Life Members are each entitled to one vote on matters put to the vote at duly constituted Association meetings with the right to appoint a proxy in writing or by electronic means in common use to vote in that member’s stead should he/she be prevented from exercising his vote personally.
5.2 Social Members are not entitled to vote on any Association matters.

6 SUBSCRIPTIONS AND FEES
6.1 Membership subscriptions and fees shall be determined annually by the Committee.
6.2 There shall be a joining fee payable upon application for election to membership and upon re-election where any member has not renewed his membership by the time nominated by the Committee for payment of fees.
6.3 For any new members joining the Association after 1st February, in any Financial year a reduction of half the annual subscription shall be applied to their fees.

7 SUSPENSION OR CANCELLATION OF MEMBERSHIP
7.1 The Association through the Committee and on the application of any aggrieved person shall have the right to suspend or cancel the membership of any member who by his acts or behavior as an Association member imperils the name and reputation of the Association or is acting in contravention of the objectives of the Association.
7.2 The member shall be summoned to appear before a quorum of the Committee of the Association at a meeting specially convened for the purpose and shall have the right to be heard in reply to the charges brought against him but the Committee may determine the matter in the member’s absence if he/she should not appear in response to such summons.
7.3 The decision of the Committee shall be unanimous for the cancellation of a membership and a simple majority is required for the suspension of membership.

8 MANAGEMENT
The management of the Association shall be vested in a Committee which shall be comprised of the following Office Bearers:
President
Vice-President
Secretary
Treasurer
Competition Secretary or Committee Member
Social Secretary
Editor

9 OFFICE BEARERS
9.1 The Office Bearers shall be elected at the Annual General Meeting and shall hold office until the next Annual General Meeting and they shall consist of those Office Bearers listed in Section 8.
9.2 The whole of the Committee shall retire at each Annual General Meeting and shall be eligible for re-election.
9.3 Any vacancy on the Committee created by resignation or removal of an Office Bearer during any period between Annual General Meetings shall be filled by an election held at the direction of the Committee and the person elected shall hold office until the next Annual General Meeting.
9.4 In the case of a Treasurer retiring an audited statement of Income and Expenses and balance Sheet must be presented to and accepted by the Committee prior to the resignation being accepted.
9.5 Social members shall be deemed to be full members upon election to the Committee and for the period of them holding a Committee position, however any such members will not be required to pay any increased Membership subscriptions during that period.
9.6 The Committee shall have the power to make and publish rules for the better management and control of the Association but these rules must not be inconsistent with this Constitution.
9.7 The Committee shall have the power to invite any other person whether a member of the Association or not to attend Committee meetings who may be of assistance to them in a professional technical or skilled manner for advice and guidance provided that such person shall not be entitled to a vote on the Committee.

10 ACCOUNTS
10.1 The Financial Year of the Association shall conclude on the 30th June in each year.
10.2 The Treasurer shall keep or cause to be kept such books of accounts as may be necessary for the proper and efficient functioning of the Association and shall prepare an Income and Expenditure Statement and Balance Sheet for the Financial period ended 30th June in each year and in the case of a Treasurer retiring before the normal expiration of his period of office he shall prepare a Statement of Income and Expenditure and Balance Sheet and cause them to be audited for presentation to and acceptance by the Committee prior to his resignation being accepted.
10.3 All monies received by the Treasurer on behalf of the Association shall be promptly banked in an interest bearing account to be operated by the Treasurer along with two other committee members.
10.4 The Committee shall appoint an Auditor or Auditors each year who will audit the annual Statement of Income and Expenditure and Balance Sheet as at the 30th June of each year for presentation to members at the next Annual General Meeting and such interim accounts as may be necessarily prepared by virtue of the resignation of the Treasurer during his term of office.

11 MEETINGS
11.1 The Committee shall meet as often as it considers necessary for the proper conduct of the management of the Association.
11.2 Meetings of members of the Association will be held monthly, with the exception of December. The Annual General Meeting shall be held not later than the 31st August in each year.
11.3 The quorum at any meeting shall be ten percent of the financial voting members of the Association and a quorum at Committee meetings shall be five members of the Committee.
11.4 The President or in his absence the Vice-president and failing his presence a member of the Committee duly authorised by the Committee to act shall be chair of all meetings of the Association.
11.5 Special Meetings of the Association may be called from time to time by the Committee and the Secretary shall give members at least three days’ notice of any Special Meeting.
11.6 Upon a requisition in writing of not less than 25% of members, the Committee shall within one month of receipt of the requisition, convene a Special Meeting, with no less than 21 days notification, for the purposes specified in the requisition.
11.7 Every requisition for a Special Meeting shall be signed by the relevant members and shall state the purpose of the Special Meeting.
11.8 Unless a poll is demanded by at least 5 members, a question for decision at a general meeting must be determined by show of hands and any poll required will be conducted in such manner as the chair of the meeting decides.
11.9 The Special Meeting shall be convened in the same manner as nearly as practical as a meeting
Convened by the Association, and for this purpose the Committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting.
11.10 The reasonable expenses of convening and conducting a Special Meeting shall be borne by the Association.

12 MINUTES
12.1 Proper minutes of all proceedings of meetings and Special Meetings of the Association shall be kept on file.
12.2 The minutes kept pursuant to this rule must be confirmed by the members of the Association at a subsequent meeting.
12.3 The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.
12.4 Where minutes are entered and signed, they shall until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

13 PUBLIC OFFICER
13.1 The Committee shall appoint a Public Officer who may hold any office in the Association except that of Auditor.

14 APPOINTED REPRESENTATIVES.
14.1 In order to meet the needs of the Association members the Committee may appoint representatives, delegates and positions as required from time to time.
14.2 These appointments will be following a majority vote by the Committee, with a quorum present.
14.3 Termination of these positions will be by either the appointed person resigning from the position or by vote from a quorum of the Committee.

15 AMENDMENT OF THE CONSTITUTION
15.1 This Constitution may be repealed or amended by a resolution at a General Meeting which is carried by a majority of at least two-thirds of the total of the voting members present at such meeting or voting by proxy (directed or otherwise) given to the President.
15.2 Notice of such motion to amend or repeal this Constitution shall be proposed at any General Meeting and shall be voted on at the General Meeting next following the publication in full of the proposed amendments in the Association newsletter or failing the publication of a newsletter within a reasonable time of notice of motion having been given at the General Meeting next following the circularisation by mail or by electronic means in common use of the proposed amendments to all voting members of the Association. All voting members will be entitled to provide one proxy vote to the President a minimum of 48 hours prior to the meeting, and these proxy votes will be included in determining such a resolution provided the voting member is not present at the meeting.

16 POWERS
16.1 The Club shall have all the powers conferred by Section 25 of the Associations Incorporation Act 1985

17 INDEMNITY TO MEMBERS OF THE COMMITTEE AND OTHERS
17.1 Every Office Bearer or other member of the Committee and every agent or servant of the Association shall be indemnified by the Association against liability incurred by him in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted and it shall be the duty of the Committee to pay all costs losses or expenses including travelling expenses when approved by the Committee out of the funds of the Association which any such Office Bearer member agent or servant shall incur or become liable for by reason of any contract properly entered into or deed or act properly done by him in the course of his duties as such Office Bearer member agent or servant.
17.2 The Association shall take out appropriate insurance to cover any such matters.

18 DISSOLUTION OF THE ASSOCIATION
18.1 If the membership of the Association should fall to five fee paying members or at a General Meeting a special resolution for the dissolution of the Association is carried by a majority of at least three quarters of the members present the Committee shall thereupon or at such future time as shall be directed wind up the Association.
18.2 If upon the winding up or dissolution of the Association there remains after the satisfaction of all debts and liabilities any property monies or assets whatsoever the same shall not be paid to or distributed among the members of the Association but the following provisions shall apply:
18.3 Upon the winding up or dissolution any property monies or assets of the Association then remaining shall he transferred or paid to three trustees who shall be appointed by a majority of the Committee of the Association
18.4 The said trustees shall hold the said property monies and other assets paid or transferred to them upon trust for the encouragement of such other club having objects such as stated in Section 3 or this Constitution for the benefit of the inhabitants of the state of South Australia in such manner as the trustees in their absolute discretion shall think fit with power to settle any scheme or schemes for such applications.
18.5 The expression “the trustees” shall include the trustees appointed as aforesaid and the survivors and the survivor of them or other trustees for the time being of the said trust.
18.6 The trustees may at any time incorporate an association under the Associations Incorporation Act.
******************************************************************************