Constitution of Bike Adelaide Inc.
1 Name of Association
1.1 The name of the incorporated association is Bike Adelaide, referred to herein as the `Association’.
2.1 In these rules unless the contrary intention appears:
‘Committee’ means the Committee of Management of the Association;
‘Meeting’ means a general meeting of members of the Association convened in accordance with these rules;
‘Member’ means a member of the Association;
‘the Act’ means the Associations Incorporation Act 1985;
‘the Regulations’ means the Associations Regulations 1985.
3 Objects and Purposes
3.1 To promote interest in safety for cyclists and safe cycling.
3.2 To promote good fellowship among those interested in cycling.
3.3 To encourage greater use of bicycles for commuting and leisure and as a means of reducing air pollution and the use of non-renewable resources.
3.4 To promote good community health through use of bicycles.
3.5 To encourage, educate and offer advice to members of the Association.
3.6 To promote planning that will facilitate the greater use of bicycles as a viable means of transport.
3.7 To do all things and acts conducive to furtherance of the objects and interests of the Association.
4.1 The Association shall have all the powers conferred by Section 25 of the Act save and except such modifications and exclusions as are specified in this rule.
5.1 Any person who is interested in the objects and interests of the Association shall be eligible for membership.
5.2 Categories of membership:
5.2.1 Personal: for an individual person
5.2.2 Household: for members of a family or group living at the same address as, and nominated by, a personal member
5.2.3 Concessional: student, pensioner, unemployed
5.2.4 Organisation: for clubs and organisations other than those above
5.2.5 Honorary or Honorary Life: may be appointed at an AGM or Special General Meeting for services rendered in promoting the objects and interests of the Association
5.3 Any person who applies for membership of the Association shall be proposed by one member and seconded by another member. The application for membership shall be made in writing, signed by the applicant and the proposer and seconder, and shall be in such form as the committee shall prescribe from time to time. Upon the acceptance of the application by the Committee and upon payment of the first annual subscription, the applicant shall be an ordinary member of the Association.
6.1 The subscription fees for each category of membership shall be such sum as the members shall determine from time to time in general meeting.
6.2 The subscription fees for each category of membership shall be payable annually on the first day of March or at such other time as the Committee may determine from time to time.
6.3 Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the Association, provided always that the Committee may reinstate such a person’s membership on such terms as the Committee thinks fit.
7.1 A member may resign from membership of the Association by giving written notice thereof to the Secretary or Public Officer of the Association. Any member so resigning shall be liable for any outstanding subscriptions which shall be recovered as a debt due to the Association.
8 Expulsion of a Member
8.1 Subject to giving a member an opportunity to be heard or to make a written submission, the Committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Association.
8.2 Particulars of the charge shall be communicated to the member at least one calendar month before the meeting of the Committee at which the matter will be determined.
8.3 The determination of the Committee shall be communicated to the member and, in the event of an adverse determination the member shall, subject to sub-rule 8 4, cease to be a member 14 days after the Committee has communicated its determination to that member.
8.4 It shall be open to the member to appeal to the Association in general meeting against the expulsion. The intention to appeal shall be communicated to the Secretary or Public Officer of the Association within 14 days after the determination of the Committee has been communicated to the member.
8.5 In the event of an appeal under sub-rule 8.4, the appellant’s membership of the Association shall not be terminated unless the determination of the Committee to expel the member is upheld by the members of the Association in general meeting after the appellant has been heard and, in such event, membership will be terminated at the date of the general meeting at which the determination of the Committee is upheld.
9 The Committee
9.1 The affairs of the Association shall be managed and controlled exclusively by a Committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the Association and are not by the Act or by these rules required to be done by the Association in general meeting.
9.2 The Committee shall have the power to appoint such officers and employees as are required to carry out the objects of the Association, including a Public Officer required by the Act, and may discuss or delegate any of its powers to such officers and employees.
9.3 The Committee shall be comprised of a Chairperson, Vice-Chairperson, Secretary, Treasurer and six committee members, all of whom shall be members of the Association.
9.4 The first committee of the Association shall be appointed from the promoters of the Association or be comprised of such persons as hold office prior to incorporation. The first committee shall hold office until the first annual general meeting after incorporation at which time one half of the members of the Committee, who shall be chosen by ballot, shall retire from the Committee but shall be eligible for reappointment. At each subsequent annual general meeting, five of the longest serving members of the Committee shall retire and shall be eligible for re-election.
9.5 The Committee may appoint natural persons to fill no more than three casual vacancies and such committee members shall hold office until the next annual general meeting of the Association and shall be eligible for re-election.
9.6 A retiring committee member shall be eligible to stand for re-election without nomination but no person not being a retiring committee member shall be eligible to stand for election unless a member of the Association has nominated that person before the Annual General Meeting. The nomination shall be signed by the proposer and the nominee to signify willingness to stand for election.
9.7 Notice of all persons seeking election to the Committee shall be given to all members of the Association with the notice calling the meeting at which the election is to take place.
9.8 If only the required number of persons is nominated to fill the existing number of vacancies, the Secretary shall report accordingly to the Annual General Meeting and the Chairperson shall declare such persons duly elected as committee members.
10 Disqualification of Committee Member
10.1 The office of Committee member shall become vacant if a Committee member is:disqualified under the Act;
a. expelled under these rules;
b. permanently incapacitated by ill-health;
c. absent without apology from more than three consecutive Committee meetings in a financial year;
d. no longer the duly-appointed representative of a corporate member.
11 Proceedings of Committee
11.1 The Committee shall meet together for the dispatch of business at least monthly.
11.2 Questions arising at any meeting shall be decided by a majority of votes and in the event of equality of votes the Chairperson shall have a casting vote in addition to a deliberative vote.
11.3 A quorum for a meeting of the Committee shall be five members.
11.4 A member of the Committee having a pecuniary interest in a contract with the Association must disclose that interest to the Committee as required by the Act and shall not vote with respect to that contract.
12 Borrowing Powers
12.1 Subject to this rule, the Association may borrow money from banks or other financial institutions upon such terms and conditions as the Committee sees fit and may secure the repayment thereof by charging up to half the marketable value of the property of the Association as valued by a person competent to give such a valuation.
12.2 Subject to Section 53 of the Act, the Association may invite and accept deposits of money from any person on such terms and conditions as may be determined by the Committee from time to time.
13.1 Subject to approval by a resolution of the members of the Association, these rules may be altered [including an alteration to name] or be rescinded and be replaced by substituted rules. Such alteration shall be registered with the Commission as required by the Act.
13.2 The registered rules shall bind the Association and every member to the same extent as if they had respectively signed and sealed them and agreed to be bound by all of the provisions thereof.
14 The Seal
14.1 The Association shall have a common seal upon which its corporate name shall appear in legible characters.
14.2 The seal shall not be used without the express authorisation of the Committee and every use of the seal shall be recorded in the minute book of the Association. The affixing of the seal shall be witnessed by two committee members.
14.3 The seal shall be kept in the custody of the Secretary or such other person as the Committee may decide from time to time.
15.1 The Committee may call a special general meeting of the Association at any time and shall call an Annual General Meeting according to the Act.
15.2 The first Annual General Meeting shall be held within eighteen  months after the incorporation of the Association and thereafter within five months after the end of its financial year.
15.3 Upon a requisition in writing of not less than ten  members of the Association, the Committee shall within one month of the receipt of the requisition convene a special general meeting for the purpose specified in the requisition.
15.4 Every requisition shall be signed by the members makng the same and shall state the purpose of the meeting.
15.5 If a special general meeting is not convened within one month as required by sub-rule 15.3, the requisitionists may convene a special general meeting. Such meeting shall be convened in the same manner as a meeting convened by the Committee 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. The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.
15.6 Subject to sub-rule 15.7, at least fourteen  days notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held and particulars of the nature and order of the business to be transacted at the meeting. In the case of an Annual General Meeting, the order of the business at the meeting shall be the consideration of the accounts and reports of the Committee and the auditors, the appointment of auditors, the election of the Chairperson, Vice Chairperson, Secretary, Treasurer and committee members [if required] and any other business requiring consideration of the Association in general meeting.
15.7 Notice of meeting at which a special resolution is proposed shall be given at least twenty one  days prior to the date of the meeting.
15.8 A notice may be given by the Association to any member by serving the member with a notice personally or by sending it by post to the address appearing in the register of members.
15.9 Where notice is sent by post, service of the notice shall be deemed to be effected if it is properly addressed and posted to the member by ordinary prepaid mail.
16 Proceedings at Meetings
16.1 Ten  members present or by proxy shall constitute a quorum at any general meeting.
16.2 If within thirty minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon a requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week at the same time and place and if at such adjourned meeting a quorum is not present within thirty minutes of the time appointed for the meeting the members present shalt form a quorum.
16.3 The Chairperson of the Committee or if there shall be no Chairperson, then the Vice-Chairperson of the Committee or in their absence, or on their declining to take, or retiring from the chair, one of the committee members chosen by meeting shall preside as Chairperson at every general meeting of the Association.
16.4 If there is no such Chairperson or Vice-Chairperson present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chairperson.
16.5 The Chairperson may with the consent of any meeting at which a quorum is present and shall if so directed by the meeting, adjourn from time to time and place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
16.6 When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as if that meeting were an original meeting of members.
16.7 At any general meeting, a resolution put to a vote shall be decided on a show of hands and a declaration by the Chairperson of the meeting that a resolution has been carried or lost shall, unless a poll is demanded by conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, the resolution.
16.8 If a poll is demanded by the Chairperson of the meeting or by three or more members present personally or by proxy, it shall be taken in such a manner as the Chairperson directs. The result of such a poll shall be the resolution of the meeting except that, in the case of a special resolution, a majority of not less than three quarters of the members present or by proxy is required.
16.9 A poll demanded on the election of a Chairperson of a meeting or on any question of an adjournment shall be taken at the meeting and without adjournment.
17.1 Proper minutes of all proceedings of meetings of the Association and of meetings of the Committee shall be entered within one month after the relevant meeting in minute books kept for the purpose.
17.2 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.
17.3 Where minutes are entered and signed, they shall until the contrary is proved be evidence that the meeting was 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.
18 Voting Rights
18.1 Subject to these rules each member present in person or by proxy shall be entitled to one vote.
18.2 A member being a body corporate shall be entitled to appoint one person who need not be a member of the Association to represent it at a particular meeting or at all meetings of the Association. That person shall be appointed by the corporate member by a resolution of its board which shall be authenticated under its seal. Such a person shall be deemed to be a member of the Association for all purposes until the authority is revoked.
19.1 A member shall be entitled to appoint in writing a natural person who is also a member of the Association to be a proxy and to attend and vote at any meeting of the Association.
20.1 The Association shall keep such accounting records as are necessary to correctly record and explain the financial position and financial transactions of the Association.20.2 The assets and income of the organisation shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to the members of the organisation except as bona fide remuneration for services rendered or expenses incurred on behalf of the organisation.
21 Winding Up
21.1 The Association may be wound up in the manner provided for in the Act.
22 Application of Surplus Assets
22.1 If, after winding up of the Association, there remain surplus assets as defined in the Act, such surplus assets shall be appropriated in accordance with this rule. The surplus assets shall be paid and applied by the organisation in accordance with its powers to any organisation which has similar objects and which has rules prohibiting the distribution of its assets and income to its members.
23 Amendments to this Constitution
23.1 Amendments to this constitution may only be made at a special general meeting of the Association. Rules and notice and voting shall be as prescribed in clauses 15.1 through to 16.9 of the Act.