Brunswick Cycling Club Incorporated Constitution

1. Name

The name of the Club is Brunswick Cycling Club Incorporated (in these rules called “The Club”

2. Interpretation

1. In these rules and in any By-Laws, Technical Regulations and Annexures, unless the contrary intention appears:

“ACF” or “Cycling Australia” means the Australian Cycling Federation Incorporated;

 “MTBA” means Mountain Biking Australia Incorporated;

“The Act” means the Associations Incorporations Reform Act 2012 and includes any regulations made under this Act;

“Affiliate” means any other affiliated organisation;

“The Club” means the Brunswick Cycling Club Incorporated; “Financial Year” means the year ending 30 June;

“Gender” - In these rules any reference to the male gender shall include the female gender;

“Life Member” means life member of the club “Executive” means the officers of The Club;

“Member” means a person who is a financial member of The Club; “Representative” means a person appointed by The Club to represent The Club as an official competitor;

“Sport” means the sport of cycling in all its forms;

“Rules” means the constitution and by-laws, technical regulations and annexures made pursuant to the Constitution;

“UCI” means the Union Cycliste International; “CV” means Victorian Cycling Incorporated;

“Committee” means the Committee of Management; “General Meeting” means a general meeting of members

2. In these rules, a reference to the Secretary of The Club is a reference:

1. Where a person holds office under these rules as secretary of The Club – to that person; and
2. In any other case, to the public officer of The Club

3. Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Acts Interpretations Act 1958 and the Act as in force from time to time.

3. Statement of Purposes

The objects of The Club are:

1. To promote, encourage, develop, extend, conduct and control cycling and cycling racing within Brunswick and other areas as decided upon;
2. To keep authentic records of competitors, events and results of all its race meetings;
3. To organise and provide funds for its activities

4. Affiliation

The Club shall be a member of Cycling Victoria Incorporated, Mountain Biking Australia Incorporated  Auscycling and other organisations as shall from time to time be decided upon.

5. Membership

1. Members of The Club shall comprise

1. Full members who are financial members and license holders of either CV or MTBA Auscycling and who pay The Clubs annual membership fee;
2. Life members who are people elected to life membership for services rendered.

2. Any person may be co-opted as advisers to subcommittees but shall not have the privileges of full members or be elected as officers of The Club
3. Applications for full membership shall be received by a General Meeting
4. Nominations for life membership shall be received at each Annual General Meeting
5. The Club reserves the right to refuse any person as a member

6. Entrance fees & Annual Subscriptions

1. There shall be no entrance fee
2. An annual subscription fee shall be set at the Annual General Meeting
3. Membership shall be renewable at 1st January upon individual Auscycling membership renewal each year or on any

other date as may be determined by The Club from time to time

4. Club members shall be classified in the categories as defined by the CV or MTBA (depending on their chosen discipline) and those members shall pay annual fees as set by The Club and either CV or MTBA.

7. Register of Members

The Secretary shall keep and maintain a register of members 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 by prior arrangement with the Secretary  

Register of membership held under Auscycling database (TidyHq) shall be  monitored by the club secretary.

8. General Rights of Members

1. A member of the Club who is entitled to vote has the right –

1. To receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these rules; and
2. To submit items of business for consideration at a general meeting; and
3. To attend and be heard at general meetings; and
4. To vote at a general meeting
5. To have access to the minutes of general meetings and other documents of the club as provided under rule 25; and
6. To inspect the register of members.

2. A member is entitled to vote if –

1. The member is 15 years of age or older; and
2. The member has a membership for a period equal to or greater than 6 months; and
3. More than 10 business days have passed since he or she became a member of the Club; and
4. The member’s membership rights are not suspended for any reason.

3. The rights of a member are not transferrable and end when membership ceases.

Note: Under section 59 of the Act, access to the personal information of a person recorded in the register of members may be restricted in certain circumstances. Section 58 of the Act provides that it is an offence to make improper use of information about a person obtained from the Register of Members.

9. Resignation and Expulsion of a Member

1. A member of The Club who has paid all monies due and payable by him to The Club may resign from The Club by first giving one month’s 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 8.1, 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.
3. Subject to these rules, the general meeting may by resolution and on the recommendation of the Committee of Management:

1. Expel a member of The Club
2. A resolution to expel a member requires a majority of the members present vote in favour of expulsion;
3. Such members to be given seven days notice in writing of the complaint against him and be given opportunity to answer the complaint before the decision to expel is made

10. Annual General Meeting

1. The Club shall convene an Annual General Meeting of its members on the first Monday in October of each year, beginning at a time no earlier than 7:30pm, as determined by the Committee
2. The ordinary business of the Annual General Meeting shall be:

1. To confirm the minutes of the preceding Annual General Meeting and of any special general meeting held since that meeting;
2. To receive from the Committee reports upon the transactions of The Club during the preceding financial year;
3. To elect:

1. Officers of The Club and members of The Committee;
2. Delegates to the CV
3. Coach, captain social secretary, promotion and press secretary
4. Members of the Racing Committee, Selection Committee and Appeal Committee
5. Racing Officials

4. To receive and consider the audited statement submitted by The Club in accordance with section 93(1) of the Act
5. The election of auditor(s) for the ensuing year;
6. Set annual subscription fees; and
7. To accept or reject the recommendation, if any, of the Executives to elect a Club life member

3. The Annual General Meeting may transact special business including alteration to these rules of which notice is given in accordance with these rules
4. The Annual General Meeting shall be in addition to any other general meetings that may be held in the same year
5. Ten (10) members personally present being members entitled to vote at a general meeting, constitute a quorum for the transaction of business at the Annual General Meeting

11. Nominations

1. Nominations for all positions required to be filled at the Annual General Meeting shall be delivered to the Secretary fourteen (14) days prior to the commencement of the Annual General Meeting
2. All Nominations shall be in writing signed by two financial members of The Club and accompanied by the written consent of the candidate
3. A member may nominate for more than one position but must not be elected to more than one position as an officer of The Club
4. A member may nominate and be elected to more than one position for the other positions determined at the Annual General Meeting
5. Only members who are currently financial members may nominate and retain elected positions within The Club

12. Delegates

1. Delegates shall be elected from financial members of The Club
2. Delegates elected to CV shall on such matters as The Club may from time to time determine vote according to the directions given by The Club on issues which from time to time arise. On other matters they shall use their own discretion

13. Ordinary General Meetings

1. The affairs of The Club shall be managed by members at regular general meetings
2. The general meetings shall be the governing body of The Club and shall have the power to do all such acts and things and to give effect of the objects of The Club and to make such rules as may be required and to instruct the officers and officials to carry out its orders
3. Tasks can be delegated by the general meetings to the management committee and sub-committees. Any decision or action taken that has not be delegated by the general meeting shall be notified at the next general meeting of members
4. There shall be at least six general meetings per annum
5. The members shall determine from time to time subject to paragraph 12.4 the date and time of the general meeting

14. Proceedings of General Meetings

1. No item of business shall be transacted at an annual, special or ordinary general meetings unless a quorum of members entitled under these rules to vote is present during the time when the meeting is considering that item
2. Five (5) members, including three (3) executive and 2 ordinary members personally present constitute a quorum at an ordinary general meeting
3. 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 any 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 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 (not being less than five (5)) shall be a quorum
4. The President, or in his absence the Vice President, shall preside as chairman at each general meeting of The Club
5. If the President and the Vice President are absent from a general meeting, the members present shall elect one of their numbers to preside as Chairman at the meeting
6. Upon any questions arising at a general meeting of The Club, a member has one vote only
7. A member is not entitled to vote at any general meeting unless all monies due and payable by him/her to The Club have been paid
8. All votes shall be given personally, there shall be no proxy voting
9. A question arising at a general meeting of the Association shall be determined on a show of hands unless a division is requested
10. In the case of equality of voting on a question, the Chairman of the meeting will have a second or casting vote

15. Committee of Management

1. The Committee of Management shall consist of:

1. Officers of The Club; and
2. Up to 7 general members

2. All members of the Committee shall be elected at the Annual General Meeting.

1. The President, Vice President, Secretary and Treasurer shall be elected for a period of two years and shall retire at the Annual General Meeting at the end of this period but shall be eligible for re-election. The President and Treasurer will be elected in an alternate year to the Vice President and Secretary.
2. All other positions shall be elected for a period of one year and shall retire at the Annual General Meeting following but shall be eligible for re-election.
3. The President, Vice President, Secretary and Treasurer of Brunswick Cycling Club will also form the Brunswick MTB Committee and as such will be required to hold valid MTBA licenses.

1. In the event of a casual vacancy occurring during the year, including a vacancy arising by reasons of a position not being filled at the Annual General Meeting, the Committee shall have the power to appoint a new member from the members of The Club. Any person so appointed shall hold office until the end of the current term for that position only, but shall be eligible for re-election
2. No member of The Club shall be appointed or retain any paid office of The Club whiles he/she is a member of The Committee
3. Any member of the Committee who has a financial interest in any contract or arrangement made or proposed to be made with The Club shall disclose his/her interest and shall not vote in respect to any such contract or arrangement
4. The position of a member of the Committee shall be deemed to be vacant if the member:

1. Ceases to be a member of The Club;
2. Becomes insolvent within the meaning of the Corporations Act 2001 (Cth);
3. Resigns his office by notice in writing given to the Secretary;
4. Is absent for three (3) consecutive meetings without acceptable reason or leave of absence; or
5. Has been disqualified by a properly constituted disciplinary body within the sport for a period in excess of five (5) years ; provided that after the expiration of the period of disqualification that people will, unless The Club decides to the contrary, be eligible for election

5. Any five (5) members of the Committee constitute a quorum for the transactions of the business of a meeting of the Committee
6. The Club in general meeting by a two third majority 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
7. Where the member to whom a proposed resolution referred to in sub-clause 14.8 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
8. The Committee of Management has power to, subject to the control and direction of the members at regular general meetings:

1. Transact the business of The Club;
2. control and spend monies on behalf of The Club;
3. Enquire if necessary into the status of any person nominated for membership;
4. Suspend a member from membership of The Club for a specified period but less than twelve (12) months;
5. Fine a member if of the opinion that the member has refused or neglected to comply with the rules of The Club or being guilty of conduct unbecoming a member or prejudicial to the interests of The Club;
6. Any member against whom any disciplinary action is contemplated by the Committee of Management shall be given seven (7) days notice in writing of the complaint against him and be given and opportunity to answer the complaint before the decision is made

9. The Committee of Management will from time to time determine the date and times upon which it will meet

16. Sub-Committees

1. The members in general meeting may appoint such sub- committees as it sees fit
2. The general meeting may appoint any member of The Club to a sub-committee. Other interested persons may be co-opted in an advisory capacity, but shall have no voting rights
3. The quorum for meetings of a sub-committee shall be at least two

(2) or one third of its members, whichever is the greater. At the first meeting of a sub-committee the members shall appoint a Chairman from amongst themselves

17. Officers

1. The officers of The Club shall consist of the President, Vice President, Secretary, Assistant Secretary and Treasurer whose duties will be as follows:

1. President: The President shall take the chair at all meetings of The Club and shall control the meeting. The President may attend meetings of any other committee or sub- committee as an ex officio member
2. Vice President: The Vice President shall assume the role of President when that officer is absent
3. Secretary: The Secretary shall convene and attend all meetings of The Club. The Secretary shall also be responsible for the conduct of the business of The Club in accordance with the rules and under instructions from The Club and/or Committee, shall keep in his custody all records necessary for the efficient operation of The Club, and shall also pay to the Treasurer within 21 days of all monies received
4. Assistant Secretary: The Assistant Secretary shall attend all the meetings of The Club and shall keep a record of all proceedings thereof in a Minute Book provided for the purpose
5. Treasurer: The Treasurer shall have charge of all The Club funds and shall keep clear records in writing of all income and payments.  He shall be one of four (4) signatories for The Clubs banking transactions, the other three (3) shall include the President and Secretary. He shall bank within 21 days all monies received and shall make no disbursement without the sanction of the Executive of The Club and shall submit a statement of income and payments and balance sheet duly audited at the Annual General Meeting and provide a financial report to each general meeting. The accounts and books shall be available for inspection by the members

18. Funds

Funds of The Club shall be obtained by member’s subscriptions, endowments, grants, voluntary contributions, fundraising and other approved means

19. Finance

1. The funds of The Club shall be deposited with a bank or lodged in such investments as are Government guaranteed
2. All accounts must be paid by cheque
3. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two (2) officers of The Club
4. At least once a year the books must be reviewed by the accountant(s) appointed by the Committee of Management.

The accountant(s) appointed shall be a member of some recognised institute of accountants.

5. The financial year shall run from 1st July to 30th June next following

20. Financial

1. A Member shall be deemed to be un-financial when the member has not paid a properly levied charge or fee by the due date
2. Any un-financial member shall not be entitled to vote, hold office or attend any meeting of The Club

21. By-Laws

Regulations may be made prescribing matters that are necessary of convenient for carrying out or giving effect to this Constitution. By-Laws may prescribe the means by which effect is given to this Constitution.

22. Distribution of Assets

1. The assets and income of The Club shall be applied solely in furtherance of its objects 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 Club
2. If for any reason it shall be necessary for the Club to disband all assets shall be realised and placed on trust with the CV or such

other body as The Club may deem fit and shall be used solely for the benefit of the sport

23. Annual Returns

Within one month following the Annual General Meeting each year, The Club shall give a copy of the audited statement received at the Annual General Meeting to the Registrar of Incorporated Associations

24. Seal

1. The common seal of The Club shall be kept in the custody of the Secretary
2. The common seal shall not be used except by the authority of a general meeting and such use shall be witnessed by the signatures of two members of the Committee of Management

25. Custody of Records

1. The Secretary shall keep in his/her custody or under his/her control all books, documents and securities of The Club
2. These records shall be available for inspection by any member with prior arrangements with the Secretary, subject to rule 25.3
3. The Committee may refuse to permit a member to inspect records of the Club that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Club
4. The Committee must on request make copies of these rules available to members and applicants for membership free of charge
5. For purposes of this rule relevant documents means the records and other documents, however compiled, recorded or stored, that relate to the incorporation and management of the Club and includes the following—

1. its membership records;
2. its financial statements;
3. records and documents relating to transactions, dealings, business or property of the Club.

26. Alteration of Rules and Statement of Purpose

1. These rules and the statement of purpose shall only be altered by a special resolution passed by three fourths of those members present and voting at a special general meeting or Annual General Meeting
2. Such alterations shall not come into effect until approved by the Registrar of Incorporated Associations
3. When a CV rule is altered in any way or deleted the relevant Club rule will be similarly affected and no notice of motion or alteration of The Club rules is required

27. Grievance Procedure

1. The grievance procedure set out in this Division applies to disputes under these Rules, and to disputes in relation to or incidents occurring at competitions, activities or events of the Club between or involving—

1. A member and another member
2. a member and the Committee
3. a member and the Club

2. A member must not initiate a grievance procedure in relation to a matter that is the subject of a disciplinary procedure until the disciplinary procedure has been completed
3. The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party
4. If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 27.3, the parties must within 10 days

1. notify the Committee of the dispute; and
2. agree to or request the appointment of a mediator; and
3. attempt in good faith to settle the dispute by mediation

5. The mediator must be—

1. a person chosen by agreement between the parties; or
2. in the absence of agreement—

1. if the dispute is between a member and another member—a person appointed by the Committee; or
2. if the dispute is between a member and the Committee or the Club—a person appointed or employed by the Dispute Settlement Centre of Victoria.

6. A mediator appointed by the Committee may be a member or former member of the Club but in any case must not be a person who—

1. has a personal interest in the dispute; or
2. is biased in favour of or against any party

7. The mediator to the dispute, in conducting the mediation, must—

1. give each party every opportunity to be heard; and
2. allow due consideration by all parties of any written statement submitted by any party; and
3. ensure that natural justice is accorded to the parties throughout the mediation process.

8. If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

28. Winding Up

The Club shall not be dissolved or wound up except be consent of three- fourths of those present at a special general meeting of members called for that purpose

29. Notices

1. Notice of any special resolution shall be in accordance with the Act and must be lodged in writing with the Secretary 21 days prior to the meeting at which the motion will be submitted for decision
2. Members will be deemed to have notice of the special resolution upon a copy of the notice being displayed at or near the place

where entires are accepted for a regular Club race and further a copy of the said resolution also be affixed for display within the Club meeting rooms

3. The said notice referred to in 27.2 shall be so displayed for 21 days at the Club rooms and for three race meetings immediately preceding the date of the general meeting at which the special resolution is to be determined.