Rules for Incorporation

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NSW UTE CLUB

Incorporated

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2006

Welcome to

NSW UTE CLUB Inc.

Objectives

The primary aims and purposes of NSW Ute Club are:

(a) To promote goodwill, friendship and enjoyment amongst Ute owners, drivers and their family and friends.

(b) To participate and attend car shows, ute shows, runs, mystery trips, cruise nights, charity events, social events, camping and drive-in nights. Anything that’s fun!

(c) To maintain our website www.NswUteClub.com for car enthusiasts to view club rides and for our members to provide Input for this website.

(d) It's not how much you spent on your ute to us, but how much you appreciate what you have.

Rules for the Incorporation of the NSW UTE CLUB

NSW UTE CLUB Incorporated

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Rules for Incorporation

Name

1. The name of the incorporated association is NSW Ute Club Incorporated.

Interpretations

2.1 In these rules, unless the contrary intention appears: 'club' means the association; committee' means the Committee of Management of the Club; 'financial year' means the year ending on 30 June; “general meeting' means a general meeting of members convened, 'member' means a member of the club; 'ordinary member of the committee' means a member of the committee who is not an officer of club under rule 22; 'the act' means the Associations Incorporation Act 198 1; 'the regulations' means regulations under the Act; masculine includes the feminine;

2.2 In these rules, a reference to the Secretary of the club is a reference.

A. Where a person holds office under these rules as Secretary of the club to that person; and

B. In any other case, to the Public Officer of the club.

2.3 Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act as in force from time to time.

2.4 In these rules reference made to a Ute motor vehicle is reference to any Ford Falcon or Holden Commodore based ute or any Classic Style Ute.

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Vehicle Modification Standards

3. The following rules apply to a NSW Ute Club members’ vehicle:

(a) All vehicles must be deemed quality, or under construction (Prospective members) and headed to quality preferably able to street or show.

(b) All vehicles shall be clean at all times of events where practical

Eligibility for Membership

4. Types of members:

The club shall consist of

(a) Full Members

(b) Associate Members

(d) Prospective member

(e) Honorary Membership

4.1 A Full Member of the Club shall be the owner or a person who has the sole use of a Ford Falcon or Holden Commodore based Street Ute or any Classic Style Street or show Ute.

4.2 An Associate Member of the Club shall be any member of a full member's immediate family or alternatively the partner of a full member. Every Associate Member of the Club shall enjoy the full benefits and privileges of Full Membership except the right to vote at meetings. An associate may hold a position on the committee.

4.3 Founding Member One of the few people who were involved in the establishment and foundation of the club. These members are Daniel Genninges and Antoinette Xuereb.

4.4 Prospective Member - Owner of a Ford Falcon or Holden Commodore based Street ute or any Classic Style Street or show Ute that is not road worthy and under construction. Every Prospective Member of the Club shall enjoy the full benefits and privileges of Full Membership except the right to vote at meetings and the holding of an Office in the Committee. Once the Prospective members Ute has been on a club event, the prospective member is eligible for Full membership.

4.5 Honorary Member – Ex Full member of the NSW UTE CLUB. These members may due to family or financial situations no longer own or have the sole use of a Ford Falcon or Holden Commodore based Street Ute or any Classic Style Street or show Ute. These members may stay on as honorary members.

Every Honorary Member of the Club shall enjoy the full benefits and privileges of Full Membership except the right to vote at meetings. An Honorary may hold a position on the committee

4.6 Cessation of Membership

A person ceases to be a member of the Club if the person:

(a) Dies

(b) Resigns membership

Membership entitlements not transferable

5 A full member may, on written application to the Committee, ask to be retained on the register as a full member for a maximum of six months if the loss of the legal use or ownership of a vehicle is temporary. For the Committee to grant the request, it must satisfy itself that the member's position is only temporary and its decision given to the member in writing, stating the date on which the extension lapses.

5.1 In the preceding section (6) such person or persons shall not be entitled to a refund of subscription or portion of subscription paid.

5.2 Upon application of membership, the committee votes on accepting or declining the application. 75% yes vote must be achieved by the committee for the application to be accepted.

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Application for Membership

6. A natural person who is nominated and approved for membership as provided in these rules is eligible to be a member of the Club on payment of the joining fee and annual subscription payable under these rules.

6.1 A nomination of a person for membership of the Club:

(a) Shall be made in writing in the form set out in Appendix 1 and

(b) Shall be lodged with the Secretary of the Club and be accompanied by the required fee.

6.1 As soon as is practicable after the receipt of a nomination, the Secretary shall refer the nomination to the Committee.

6.2 Upon a nomination being referred to the Committee, the Committee shall determine whether to approve or to reject the nomination.

6.3 Upon a nomination being approved by the Committee, the Secretary or other person as nominated by the club shall, with as little delay as possible send the nominee a membership card and enter the nominee's name in the Register of Members kept by him and upon the name being so entered the nominee becomes a member.

Entrance Fee and Annual Subscription

7.0 Annual subscription to the Club shall be payable upon application for membership. Membership fees are due by the last day of August each year.

7.1The membership fees are as follows:

7.0 Full Membership - $25

7.1 Associate Membership - $15

7.2 Founding Membership – $25

7.3 Prospective Membership - $15

7.4 Honorary Membership - $15

Register of Members

8 The Secretary or other person as nominated by the club 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.

Resignation

9. A member shall cease to be a member if he:

(a) Tenders his resignation in writing, or

(b) Allows subscription to fall into arrears for a period of three calendar months. Provided that no member is deprived of his membership pursuant to this subsection unless the Secretary shall first have sent him one calendar month's notice in writing of the Club's intention to cancel his membership and he fails to pay his membership subscription within the said period of three calendar months.

9.1 Upon the expiration of a notice given under sub-clause (1), the Secretary or other person as nominated by the club 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. Such an entry shall, except in the case of a manifest error, be final and conclusive evidence of cessation of membership.

9.2 Subject to these rules the Committee may, by resolution expel a member if he conducts himself in a manner which, in the opinion of the Committee is prejudicial to the good order and conduct of the Club. Such expelled member shall not be entitled to any refund of subscriptions paid by him.

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Resolution of Internal Disputes

10. In the event of a dispute arising between members, or between a member and the association, or a member and the committee of management the following procedures shall apply.

10.1 Each party of the dispute must lodge to the committee a written reason for their dispute. The committee must nominate a mediator who is not directly involved in the dispute. That mediator must then attempt to settle the dispute by negotiation.

10.2 The mediator will put forward the resolution for the dispute to the committee. The committee will decide to accept or decline the mediator’s decision.

10.3 If the dispute is not resolved by the above procedures, it shall be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.

Disciplining of members:

10. The management committee may, by resolution, either suspend or terminate the membership of the person for any of the following reasons.

1. A conflict, wrongdoing, or any other justified reason of matter.

2. Any member who intentionally participates in the damage of property will be excluded immediately.

3. Any member who conducts themselves in a manner prejudicial or detrimental to the interests of the club.

4. Any member who acts disrespectfully towards other members or guests

Subject to these rules the Committee may, by resolution expel a member if he conducts himself in a manner which, in the opinion of the Committee is prejudicial to the good order and conduct of the Club. Such expelled member shall not be entitled to any refund of subscriptions paid by him.

10.1 Before passing a resolution suspending or terminating membership, the committee must give the member concerned:

i) Reasonable notice of the matters alleged, and

ii) a fair opportunity to answer the allegations.

10.2 When considering suspending or terminating the membership of a person the management committee must make its decision in a fair, unbiased manner on all the information before it.

10.3 A member cannot be expelled from membership of the association unless a resolution is passed by a majority of not less than two-thirds of the entire membership of the management committee. The committee’s decision is final.

Meetings

13. General Meetings will be held at least every third month unless due notice is given to the contrary.

Meetings start at agreed place and time.

13.1 The Club shall in each calendar year convene an Annual General Meeting of its members.

13.2 The Annual General Meeting shall be held not later than the last day in August of each year. The Annual General Meeting may replace a General Meeting.

13.3 The Annual General Meeting shall be specified as such in the notice convening it.

13.4 The ordinary business of the Annual General Meeting shall be:

(a) to confirm the minutes of the last preceding Annual General Meeting;

(b) to receive from the Committee reports upon the transactions of the Club during the last preceding financial year;

13.5 The Annual General Meeting may transact special business of which notice is given in accordance with these rules.

13.6 Special General Meetings may be convened by the Committee for the purpose of considering Special Business or such a meeting shall be forthwith convened by the Committee upon the requisition in writing of not less than 20% of members. Such requisition must state clearly the purpose for which the Meeting is required to be held. A Special Meeting may be held concurrently with a General Meeting.

13.7 At least one month's notice of General Meetings shall be given in the Club Website and magazine.

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Proceedings at Meetings

14.1 No item of business shall be transacted at a the General, Annual General or Special 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.

14.2 A quorum for the General, Annual General or Special General Meeting shall consist of a number of personally present members being not less than 50% of the registered membership of the Club.

15.1 The President, or in his absence, the Secretary, shall preside as Chairman at each general meeting of the Club.

15.2 If the President and the Secretary are absent from a General, Annual General or Special General Meeting, the meeting will be adjourned to another date within 31 days.

16.1 The Chairman of a 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.

16.2 Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the cast of the general meeting.

16.3 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.

17 A question arising at a general meeting of the Club 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.

18.1 Upon any question arising at a General, Annual General or Special General Meeting of the Club, all Full members and Founding members shall have one vote only.

18.2 All votes shall be given personally.

18.3 In cases of an equality of voting on a question, the Chairman of the meeting is entitled to exercise a second or casting vote.

18.4 No member shall be entitled to vote on any question personally or at any meeting or poll or be reckoned in a quorum if his subscription is more than two months over-due.

19.1 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.

Committee of Management

20.1 The committee is to be called the committee of management of the association and, subject to the Act, the Regulation and these rules and to any resolution passed by the association in general meeting:

(a) is to control and manage the affairs of the association,

(b) may exercise all such functions as may be exercised by the association, other than those functions that are required by these rules to be exercised by a general meeting of members of the association, and

(c) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association.

20.2 NSW Ute Club committee positions shall be selected by the club members as a whole (barring the founding committee members who remain in place unless they are to stand down or pass away) and shall be responsible for the administration and development of the club and its interests.

20.3 The officers of the Club shall be:

President – Founding member, Full member, Associate or Honorary member of the club. The president’s duty is to be responsible for the general administration, general well being of the association. He or she has the responsibility to ensure the success and future of the association and therefore given authority to accomplish these demands. He or she shall be chairman at general meetings, annual meetings and committee meetings, having the power of casting vote.

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Secretary – Founding member, Full member, Associate or Honorary member of the club, involved in the day to day running of the club – primarily taking the place of the President / Secretary / Treasurer or other key committee member when they are Unavailable. Also responsible for the record keeping of all members files, Responsible for keeping minutes of committee meetings and club meetings.

Treasurer - Founding member, Full member, Associate or Honorary member of the club, Responsible for the taking and management of funds and bank account monitoring – works closely with secretary and president responsible to insure that the NSW Ute Club remains a non-profit organization @ the end of each financial year.

Promotions Officer – Founding member, Full member, Associate or Honorary member of the club. Promoting the NSW Ute club to attract new members and sponsors. Speaking with and contacting people interested in the NSW Ute Club.

Events Captain – Founding member, Full member, Associate or Honorary member of the club. (But is not a committee member)

Assists club members with organising events, meetings and runs for the club. The events captain is responsible for the planning of meet spots, meet times, routes, stops and maintaining safety on these events. They must inform the web developer of details for events and cruises for the website. Full details of cruises or events must be available to members via the club website or club newsletter no less then 2 weeks before the date of the cruise or event.

Webmaster – Founding member, Full member, Associate or Honorary member of the club. (But is not a committee member) The Webmaster must keep the NSW Ute Club up to date with the latest news and events. The Webmaster must maintain and provide NSW Ute Club forum guidelines to ensure the forum remains a professional, friendly and fun place to visit. Computer literacy is a pre-requisite for Webmaster and the committee is responsible for the appointment of a Webmaster.

21. In the event of a casual vacancy in any office referred to in sub-clause (1), the Committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the Annual General Meeting next following the date of his appointment.

22 In the event of a casual vacancy occurring in the office of an ordinary member of the Committee, the Committee may appoint a member of the Club to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of

his appointment.

Election of Officers And Vacancy

24.1 Nomination of candidates for election as officers of the Club or as ordinary members of the Committee:

(a) May be made in writing, signed by two members of the Club and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and delivered to the Secretary before the Annual General Meeting

and

(b) The Chairman of the Annual General Meeting shall call for any further nominations to be made verbally, seconded by two members, at the Annual General Meeting.

24.2 If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

24.3 If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.

24.4 The ballot for the election of officers and ordinary members of the Committee shall be conducted at the Annual General Meeting by secret ballot.

24.5 Voting shall be confined to those members personally present at such an Annual General Meeting.

25 For the purpose of these rules, the office of an officer of the Club, or of an ordinary member of the Committee becomes vacant if the officer or member:

(a) ceases to be a member of the Club;

(b) Resigns his office by notice in writing given to the Secretary.

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Proceedings of Committee

26.1 The Committee shall meet 1 week before a General, Annual General or Special General Meeting of the Club at such places and times as the Committee shall determine.

26.2 Special meetings of the Committee may be convened by the President or by any three members of the Committee.

26.3 Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.

26.4 Any four members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

26.5 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 unless the meeting was a special meeting in which case it lapses.

26.6 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.

26.7 Each member present at a meeting of the 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.

26.8 Written notice of each committee meeting shall be served on each member of the Committee by delivering it to him at his usual or last known place of abode at least two business days before the date of the meeting.

26.9 Subject to sub-clause (4) the Committee may act notwithstanding any vacancy on the Committee.

Removal of Member of Committee

27.1 The President at a General Meeting may remove any member of the Committee (barring the founding committee members who remain in place unless they are to stand down or pass away) before the expiration of his term of office if:

27.2 is permanently incapacitated by ill health or death;

27.3 is absent without apology for more than three (3) consecutive Committee meetings or more than three (3) Committee meetings in a Financial year;

27.4 a person has failed to perform satisfactorily the normal duties of the position

27.5 resigns his office by notice in writing given to the Secretary.

27.6 Where the member to whom a proposed resolution referred to in sub-clause (1) makes representations in writing to the secretary or president of the Club (not exceeding a reasonable length) and requests that they be notified to the members of the Club, the Secretary or the President may send a copy of the representation to each member of the Club or if they are not so sent the member may require that they be read out at the meeting.

Adherence to Constitution and Rules

28. Every person applying for Membership of the Club shall upon acceptance agree to abide by and be bound by the Constitution and Rules including all properly constituted additions and amendments thereto.

Merchandise

All production or purchasing of any club merchandise must be done via the NSW UTE CLUB committee of management.

Cheques

29. A Bank Account in the name of the 'NSW UTE CLUB Incorporated' shall be kept with a convenient Trading Bank or financial institution as decided by the Committee and any withdrawal of monies on behalf of the Club shall be attested by any two jointly of the President, Secretary, or Treasurer, or in such a manner as the Committee shall decide.

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Seal

30. The Common Seal of the Club shall be kept in the custody of the Public Officer.

30.1 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 signature either of two members of the Committee or of one member of the Committee and of the Public Officer of the Club.

Notices

31 A notice may be served by or on behalf of the Club upon any member either personally or by sending it by post to the member at his address shown in the Register of Members.

32 Where a document is properly addressed, pre-paid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.

Winding Up

33 In the event of the Club preceding either voluntarily or otherwise into liquidation, the balance of the assets of the Club shall, after payment of all outstanding debts, be donated to a charity which the majority of those members present at a General meeting shall so nominate.

Custody of Records

34 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 Club.

Alteration of Constitution

35 No additions or alterations shall be made to the Constitution unless it is proposed by the Committee or at least ten (10) financial Members of the Club. The proposal shall be forwarded in writing to the Secretary who shall then promptly give notice to the members of the proposal and the date and place of the meeting at which the motion is to be considered. In order to be carried, such a motion shall require a majority of three-quarters of the total votes cast by financial Members present at the meeting or represented by proxy

NswUteClub.com Website Content

36 NSW Ute Club website needs to cater for the needs of both club members and non-members/guests.

36.1 For non-members/guests, the website should give information about NSW Ute Club. This should

go further than merely saying when and where the club meets. NSW Ute Club website provides the opportunity to give details about:

• The location of the club meetings

• The meeting time and dates

• The size of the club

• The attendance at meetings

• The club’s culture and target market.

36.2 For the club members, the club website should act as a focus of all club activity so that members feel the need to visit it regularly. In this regard it should include material such as:

• Future meeting schedules and programs

• Club resource material, such as educational material related to club practices

• A history of the club

• Reports and photos of club events;

• Biographies/photographs/items of interest of the Officers and other members.

36.3 Remember, this is an opportunity to sell the benefits of NSW Ute Club. The website is too maintained and kept up to date. The NSW Ute Club website is a reflection of the club to the general public.

To build the club’s membership, the NSW Ute Club website is to be professional in appearance and action. The NSW Ute Club website should aim to be a quality website and where forum etiquette and rules are to be practiced.

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Cruises and Event Rules

37 All vehicles will stay in the order as follows: Event captain first (unless there is another designated leader) everyone else next!

Everyone should have a spare tyre and tools and/or some form of road assistance.

There will be no tailgating or racing.

If a member should be pulled over, the rest of club will proceed to the next left exit and wait.

NSW Ute Club and its committee will under no circumstances be held responsible for damage, fines, or theft received while on a run. If there is an accident or incident between members those members should discuss arrangements to rectify this between themselves.

Any member wether they be a full member, a full associate member, associate member or a prospective member who deliberately participates in the damage of any property (members or otherwise) will be excluded immediately.

There is no need to use profane language whilst on club events. All members and members’ guests shall maintain a high level of decorum during any Club activity.

37.1 When cruising on NSW Ute Club cruises, you are expected to drive in a safe, law abiding manner at all times.

Funds

38. The funds of the Club shall be derived from joining fees, annual subscriptions, club merchandise, donations and such other sources as the Committee determines.

By Laws

The Committee shall from time to time make, amend and repeal such By-Laws and Regulations not consistent with those Rules for the internal management and well being of the Club. A breach of such By Laws may be cause for expulsion of a member on the grounds set out in Section 8(1).

The Committee is the sole authority for the interpretation of these Rules and of the By Laws and Regulations made hereunder and the decision of the Committee upon any matter of interpretation or upon any matter affecting the Club and not provided for by these rules or by the By-Laws and Regulations made thereunder shall be binding on the Members and Associates.

Non-Profit Organization

The assets and income of the organization shall be applied solely in furtherance of its above mentioned objectives and no portion shall be distributed directly or indirectly to members of the organization except as bona fide compensation for services rendered or expenses incurred on behalf of the organization.

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Club logo

The NSW Ute Club logo, in any form, and its slogans remain the property of NSW Ute Club. Any NSW Ute Club sticker affixed to a vehicle must be returned to the NSW Ute Club secretary upon resignation or exclusion. The people who have our Web Address Stickers or our club logo on their Utes represent both the website and our club on their daily rides and they must behave as such.

.
The name “NSW UTE CLUB” cannot be used replicated or reproduced in any form by members at their free will without written prior permission from the committee.

Anyone found re-creating the logo, or using the name without permission will have his or her membership from NSW UTE CLUB terminated.

1. NAME

The name shall be “NSW Ute Club”. The name and its abbreviation shall remain the property of the organization and is registered and covered by state and federal law as such.

2. COLOURS

White or silver is the acceptable colour for the NSW Ute Club logo when the logo is placed on a coloured background.

If the logo is to be placed onto a white background the words “NSW UTE CLUB” must be in blue and the web address underneath in a red rectangle background with the words reversed in white(Sample 3).

The shape and text font must remain the same too be acceptable as NSW Ute Club logo unless previously discussed and approved by the founding members.

Accepted Club Logos

Sample 1

www.NswUteClub.com

Sample 2

NSW UTE CLUB

WWW.NSWUTECLUB.COM

Sample 3

NSW UTE CLUB

President ______________________________

Secretary ______________________________

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