COBRA CAR CLUB OF N.S.W. INC. CONSTITUTION
1. The name of the Incorporated Association is COBRA CAR CLUB of NSW Incorporated referred to
herein as "The Association”.
2. In these rules unless the contrary intention appears -
'Committee' means the Committee of Management of the Association and comprises the Executive
Committee (President, Vice President, Treasurer and Secretary); plus up to four other members.
“meeting' means a general meeting of members of the Association convened in accordance with
‘member’ means a member of the Association;
the 'Act' means the Association Incorporation Act 1984
the 'Regulation' means the Association Regulations 1984.
3. OBJECTS AND PURPOSES
a. To assist, promote and foster the ownership, construction and enjoyment of eligible
b. To promote, foster and conduct the sport of automobiles and motor sport generally in all
facets of its operation.
c. To promote friendship and courtesy on the road socially and in competition between
members of the club.
d. To promote and engender social and other activities.
e. To conduct meetings and classes whereby members may obtain knowledge enabling
them to become better drivers and to maintain their vehicles to a high standard of
f. To acquire or dispose of property whether real or personal.
g. To incorporate the club under the Associations Incorporations Act 1984.
4. ELIGIBLE VEHICLES
Are defined as the AC ACE and its derivatives, including Replicas and any other vehicle as the
club deems from time to time by a majority minimum vote of 75% of Members present at an
Annual General Meeting.
The Association shall have all the powers conferred by section (17)25 of the Act save and except
such modifications and inclusions as are specified by this rule.
(1) Any person may apply for membership of the Association. The application for
membership shall be made in writing and signed by the Applicant, 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 association member.
(2) Membership includes the member's immediate partner as accepted by the Committee as
an associate member. Only one partner may hold an Executive Committee position.
Amended rules as at 13th August, 2008
(1) The subscription fee for membership shall be such sum as the Committee shall determine
from time to time.
(2) The subscription fees of membership shall be payable annually on 1st July or at some
other time as the Committee shall determine from time to time.
(3) Any member whose subscription is outstanding for more than three months after the 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 it sees fit.
(4) A pro-rata rate of 50% applies to membership taken out after I" January of the current
(5) An application fee is applicable as the Committee sees fit from time to time.
A member may resign from membership of the Association by given written notice thereof to the
secretary or public officer of the Association.
9. EXPULSION OF A MEMBER
(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.
(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.
(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 (4) cease to be a
member 14 days after the Committee has communicated its determination to him/her via
mail to the last address appearing in the Register of Members.
(4) It shall be open to a 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 a member.
(5) In the event of an appeal under sub-rule (4) the appellant's membership 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.
10. THE COMMITTEE
(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.
(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.
(3) The Committee shall be comprised of the Executive Committee plus up to four other
committee members; all of whom shall be members of the Association. The 'Executive
Committee' shall be comprised of.. President, Vice-President, Treasurer and Secretary.
(4) The first Committee of the Association shall be appointed from the promoters of the
Association, or be comprised of such persons who hold office prior to incorporation. The
first committee shall hold office until the first annual general meeting after incorporation
at which time all members of the Committee shall retire from the Committee but shall be
eligible for re-election.
(5) The Committee may appoint a natural person to fill a casual vacancy, and such a
committee member shall hold office until the next annual general meeting of the
Association and shall be eligible for reappointment.
(6) A retiring committee member shall be eligible for re-election without nominations but no
person not being a retiring committee member shall be eligible to stand for election
unless a member of the Association has nominated him/her prior to the Annual General
Meeting. The nomination shall be signed by the proposed and the nominee to signify a
willingness to stand for election.
(7) Notice of all persons seeking election to the Committee shall be given to members of the
Association present prior to the election at the Annual General Meeting.
(8) If only the number of persons are nominated to fill existing vacancies, the secretary shall
report accordingly to the annual general meeting, and the chairperson shall declare such
persons duly elected as committee members.
(9) Voting at the AGM for elections shall be by secret ballot.
(10) Two Returning Officers are to be elected by the Members present, the first of which is to
have a casting vote only.
(11) The voting system to be used is the "first past the post" system.
11, DISQUALIFICATION OF COMMITTEE MEMBERS
The office of committee member shall become vacant if a committee member is:
(i) disqualified by the Act;
(ii) expelled under these rules;
(iii) permanently incapacitated by ill health;
(iv) absent without apology from more than three consecutive committee meetings, or more
than three committee meetings in a financial year;
(v) no longer the duly appointed representative of a corporate member.
12. PROCEEDINGS OF COMMITTEE
(1) The Committee shall meet together for the despatch of business at least bi monthly.
(2) Questions arising at any meeting shall be decided by a majority of votes, the President
shall only have a casting vote excepting elections.
(3) A quorum for a meeting of the Committee shall be four members which shall include a
minimum of two executive committee members. The meeting is to end if a quorum is not
present at any time.
(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.
13. FINANCIAL YEAR
The first financial year of the Association shall be the period ending 30th June, 2004 and thereafter
a period of 12 months ending on 30th June each year.
14. BORROWING POWERS
(1) Subject to this rule the Association may borrow money from banks or other financial
institutions upon such terms as the club sees fit, and may secure repayment thereof by
charging the property of the Association, subject to being carried by 75% minimum vote
of all Members present at a Special or Annual General Meeting.
(2) Subject to Section 53 of the Act the Association may invite and accept deposits from any
person on such terms and conditions as may be determined by the Club from time to
(1) Subject to approval by a resolution of the members of the Association, these rules may
be altered (incl. an alteration to name), or be rescinded and replaced by substituted rules.
Such an alteration shall be registered with the Commission as required by the Act.
(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
16. THE SEAL
(1) The Association shall have a common seal upon which its corporate name shall appear in
(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 witnesses by a minimum of two executive committee members.
(3) The seal shall be kept in the custody of the secretary or such other person as the
Committee may from time to time decide.
(1) The Committee may call a special general meeting of the Association at any time, and
shall call an annual general meeting in accordance with the Act.
(2) The first annual general meeting shall be held within eighteen (18) months after the
incorporation of the Association, and thereafter within five (5) months after the end of its
(3) Upon a requisition in writing of not less than eight (8) of the total number of 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.
(4) Every requisition for a special general meeting shall be signed by the members making
the same and shall state the purpose of the meeting,
(5) If a special general meeting is not convened within one month as required by sub-rule (3)
the requisitionists may convene a special general meeting. Such a 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.
(6) Subject to sub-rule (7) at least fourteen days notice of any Special 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 and committee members (if required) and any other business
requiring consideration of the Association in general meeting.
(7) Notice of meeting at which a special resolution is to be proposed shall be given at least
21 days prior to the date of the meeting.
(8) A notice may be given by the Association to any member by serving the member with the
notice personally, or by sending it by post to the address appearing in the register of
(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.
18. PROCEEDINGS AT MEETINGS
(1) Twelve (12) members present personally or by proxy shall constitute a quorum at any
general meeting which shall include a minimum of four (4) Committee members.
(2) If within thirty (30) minutes after the time appointed for the meeting a quorum of
members is not present, a meeting convened upon the requisition of members shall lapse.
In any other case, the meeting shall stand adjourned to the same day in the next month, at
the same time and place and if at such adjourned meeting a quorum is not present within
30 minutes of the time appointed for the meeting the members present shall form a
(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.
(4) If there is no such chairperson or vice-chairperson present within fifteen (15) minutes
after the time appointed to holding the meeting, the members present may choose one of
their number to be chairperson.
(5) The chairperson may with the consult of any meeting at which a quorum is present, and
shall if so directed by the meeting, adjourn from time to time and from 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.
(6) When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall
be given as if that meeting were an original meeting of members.
(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, be recorded in favour of, or against, the resolution.
(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 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 who
being entitled to do so vote personally or by proxy at the meeting if required.
(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.
(1) Proper minutes of all proceedings of meeting 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.
(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.
(3) 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 be duly held, and that all appointments made a meeting shall be
deemed to be valid.
(4) A copy of all Minutes are to be available to any Member upon request.
20. VOTING RIGHTS
Subject to these rules each member or associate member present in person or by proxy shall be
entitled to one vote. 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 to represent the corporate member is revoked.
A member shall be entitled to appoint in writing a natural person who is also a member of the
Association to be his/her proxy, and to attend and vote at any meeting of the Association.
All moneys received by or on behalf of the Association shall be paid into the Association's
banking accounts with such Bank or Banks as the Committee shall from time to time decide. All
cheques, Bills of Exchange, withdrawal forms drawn on the Association's banking account or
accounts shall be signed by any two of the Executive Committee members. The Committee shall
have control of all moneys of the club.
The Association shall keep such accounting records as are necessary to correctly record and
explain the financial transactions and financial position of the Association.
24. WINDING UP
The Association may be wound up in the manner provided for in the Act.
25. APPLICATION OF SURPLUS ASSETS
If after the winding up of the Association there remains 'surplus assets' as defined in the Act, such
surplus assets shall be appropriated towards the Salvation Army.