Australian Tasar Council Incorporated Constitution

ATC Constitution Rev 0 1

Statement of Purpose

The purposes of the Council are:

1) To arrange and control the annual Australian Championship and to promote Tasar Class racing on a national level.

2) To be the approving body for the 'Notice of Race' and 'Sailing Instructions' for the Australian Championships.

3) To appoint a competent National Measurer to measure and rule on questionsand challenges relating to the Tasar Class rules at the Australian Championships

4) To promote other inter-regional activity of the Tasar Class

5) To provide guidance to race committees and jurors in respect to matters relatedto Tasar class racing.

6) To assist in the facilitation of the hosting of Tasar World Championships from time to time in Australia

7) To be the formal link between Yachting Australia and the Australian members of the Tasar District Class Associations

8) To communicate with Yachting Australia and any other yachting body/authority,  which, in the opinion of the Council, are likely to further the class objectives

9) To facilitate the communications between members of Tasar Districts within the  Australia Region and to support their efforts in promoting fair racing within the Tasar Class.

10) To facilitate communications with the owner of the copyright for the Tasar class yacht

11) To communicate on matters of National concern with the World Tasar Council

12) To support compliance of the Tasar Class in Australia with the Tasar Class Rules.

13) To promote and encourage the Tasar Class within Australia

Rules

1. Name

The name of the incorporated Council is the Australian Tasar Council Incorporated (inthese Rules called "the Council" or "ATC").

2. Definitions

(1) In these Rules, unless the contrary intention appears-

"Act" means the Associations Incorporation Act 1981;

"ATC" Australian Tasar Council

"committee" means the committee of management of the Council;

"district" see Tasar District Association

"financial year" means the year ending on 30th September;

"general meeting" means a general meeting of members convened in accordance withrule 12.

"member" means a member of the Council;

"National" also means Australian (ie National Titles means Australian Titles)

"ordinary member of the committee" means a member of the committee who is not an officer of the Council under Rule 21;

"region" as defined by the World Tasar Class Constitution

"Regulations" means regulations under the Act;

"Tasar District Association" (TDA) a Tasar association that is a member of the Australia Region as defined by the World Tasar Class Constitution

(2) In these Rules, a reference to the Secretary of the Council is a reference --

(a) if a person holds office under these Rules as Secretary of the Council--to that person; and

(b) in any other case, to the public officer of the Council."Virtual meeting" a meeting held by an agreed method of simultaneous electronic communications between all members present.

3. Alteration of the rules

These Rules and the statement of purposes of the Australian Tasar Council (ATC) mustnot be altered except in accordance with the Act.

4. Membership, entry fees and subscription (levies)

(1) Persons holding the following positions are automatically appointed delegate members of this Council unless they notify the ATC in writing that they do not wish to be a member or they have been suspended or expelled from membership of the Council:

(a) the Chairman of a Tasar District Association

(b) the Secretary of a Tasar District Association

(c) two nominees of the Australian Defence Forces appointed by the World Tasar Council as defined in the World Tasar Class Constitution

(2) Where a delegate member ceases to be the Chairman or Secretary of a Tasar District Association they may maintain their membership of the ATC until the following AGM as a representative member of their Tasar District Association if agreed to in writing by the TDA.

(3) Up to two other persons may be elected to become open members of the Council if they are financial members of a Tasar District Association and they are nominated to the position by a financial member of a Tasar District Association.

(4) The term for an open member is two years after which time they must stand down at the next AGM. They may be re-nominated and seek re-election.

(5) The nomination of a person to be an 'open member' of the ATC must-

(a) be made in writing;

(b) be lodged with the Secretary/Treasurer of the ATC no less than 14 days prior to the Annual General Meeting of the ATC at which the election of 'open member' will take place, provided, however, that nominations can be called for and received at the Annual General Meeting if no written nominations are received, and

(6) If the number of nominations for open members is equal to or less than the number of vacancies or less then the nominees shall be deemed to be elected.

(7) If the number of nominations for open members exceeds the number of vacancies the delegate members must vote in a reasonable and proper manner at the AGM to elect the open members.

(8) Following appointment or election the Secretary/Treasurer shall enter the person's name in the register of members kept by the Secretary/Treasurer and, upon the name being entered; the person becomes a member of the ATC and is entitled to exercise the rights of membership.

(9) Except as provided for in 4(2) above the right, privilege, or obligation of a person by reason of membership of the ATC-

(a) is not capable of being transferred or transmitted to another person;and

(b) terminates upon the cessation of membership whether by death or resignation or otherwise.

(10) Only Tasar sailors who are members of an Australia Region District association may become or remain a member of the ATC.

(11) Members do not pay an annual subscription. The income of the Council shall be obtained from levies imposed from time to time on the Australia Region Tasar District associations.

5. Register of members

(1) The Secretary/Treasurer must keep and maintain a register of members containing-

(a) the name and address of each member; and

(b) the date on which each member's name was entered in the register.

(2) The register is available for inspection free of charge by any member upon request.

6. Ceasing membership

(1) A member of the ATC may resign from the ATC by writing to the Secretary notifying him/her of the member's intention to resign.

(2) Once the notification of resignation is received by the Secretary--

(a) the member ceases to be a member; and

(b) the Secretary must record in the register of members the date on which the member ceased to be a member.

(3) Membership will terminate if subscription or other monies owing to an Australia Region District fall into arrears by more than six months.

7. Discipline, suspension and expulsion of members

(1) Subject to these Rules, if the ATC is of the opinion that a member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming a member or prejudicial to the interests of the ATC, the committee may by resolution--

(a) fine that member an amount not exceeding $500; or

(b) suspend that member from membership of the ATC for a specified period; or

(c) expel that member from the ATC.

(2) A resolution of the committee under sub-rule (1) does not take effect unless--

(a) at a meeting held in accordance with sub-rule

(3), the committee confirms the resolution; and

(a) if the member exercises a right of appeal to the ATC under this rule, the ATC confirms the resolution in accordance with this rule.

(3) A meeting of the committee to confirm or revoke a resolution passed under subrule (1) must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in accordance with sub-rule (4).

(4) For the purposes of giving notice in accordance with sub-rule (3), the Secretary/Treasurer must, as soon as practicable, cause to be given to the member a written notice-

(a) setting out the resolution of the committee and the grounds on which it is based; and

(b) stating that the member, or his or her representative, may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after the notice has been given to that member; and

(c) stating the date, place and time of that meeting; and

(d) informing the member that he or she may do one or both of the following-

(i) attend that meeting;

(ii) give to the committee before the date of that meeting a written statement seeking the revocation of the resolution;

(e) informing the member that, if at that meeting, the committee confirms the resolution, he or she may, not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Council in general meeting against the resolution.

(5) At a meeting of the ATC to confirm or revoke a resolution passed under sub-rule(1), the committee must - 

(a) give the member, or his or her representative, an opportunity to be heard; and

(b) give due consideration to any written statement submitted by the member; and

(c) determine by resolution whether to confirm or to revoke the resolution.

(6) If at the meeting of the committee, the committee confirms the resolution, the member may, not later than 48 hours after that meeting, give the Secretary/Treasurer a notice to the effect that he or she wishes to appeal to theCouncil in general meeting against the resolution.

(7) If the Secretary/Treasurer receives a notice under sub-rule (6), he or she must notify the committee and the committee must convene a general meeting of theATC to be held within 21 days after the date on which the Secretary received the notice.

(8) At a general meeting of the Council conviened under sub-rule (7)--

(a) no business other than the question of the appeal may be conducted; and

(b) the committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;and

(c) the member, or his or her representative, must be given an opportunity to be heard; and

(d) the members present must vote by secret ballot on the question whether the resolution should be confirmed or revoked.

(9) A resolution is confirmed if, at the general meeting, not less than two-thirds of the members vote in person, or by proxy, in favour of the resolution. In any other case, the resolution is revoked.

8. Disputes and mediation

(1) The grievance procedure set out in this rule applies to disputes under these Rules between-

(a) a member and another member; or

(b) a member and the ATC.

(2) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.

(3) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.

(4) The mediator must be-

(a) a person chosen by agreement between the parties; or

(b) in the absence of agreement-

(i) in the case of a dispute between a member and another member, a person appointed by the committee of the Council; or

(ii) in the case of a dispute between a member and the Council, aperson who is an independent mediator agreed by both parties.

(5) A member of the ATC can be a mediator.

(6) The mediator cannot be a member who is a party to the dispute.

(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(8) The mediator, in conducting the mediation, must--

(a) give the parties to the mediation process every opportunity to beheard; and

(b) allow due consideration by all parties of any written statement submitted by any party; and

(c) ensure that natural justice is accorded to the parties to the dispute through out the mediation process.

(9) The mediator must not determine the dispute.

(10) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

9. Annual general meetings

(1) The ATC shall in each calendar year convene an annual general meeting of its members.

(2) The Annual General Meeting shall be held on such a day as the Committee determines during or immediately before or after the Australian National Championships or when these would otherwise normally be held following the Christmas period if these titles have been scheduled to be held mid year

(3) The notice convening the annual general meeting must specify that the meeting is an annual general meeting.

(4) The ordinary business of the annual general meeting shall

(a) to confirm the minutes of the previous annual general meeting and of any general meeting held since that meeting; and

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

(c) to receive and consider the statement submitted by the Council in accordance with section 30(3) of the Act.(c) to elect the open members of the committee; and then

(d) to set the annual levy for each Tasar District Association and that associated with the National Titles

(e) to consider agenda items submitted by Australia District Tasar Associations

(f) to confirm the venue and dates of the next Australian Championships and to propose the venue and dates for the succeeding Australian Championships.

(g) to elect the incoming President and Secretary/Treasurer

(h) report on World Tasar council activities, correspondence and decisions

(i) To confirm the update of the National member registry

(5) The annual general meeting may conduct any special business of which notice has been given in accordance with these Rules.

(6) The annual general meeting shall be in addition to any other general meetings that may be held in the same year.

10. Special general meetings

(1) All general meetings other than the annual general meeting are special general meetings and may be held in the same year.

(2) The committee may, whenever it thinks fit, convene a special general meeting of the ATC.

(3) The notice for a special general meeting must state the objects of the meeting;and

(4) If a special general meeting is convened by members in accordance with this rule, it must be convened in a similar manner as those by the committee except that by agreement of the majority of the members made at least 14 days in advance of the meeting. Special general meetings may be virtual meetings rather than held in person.

11. Special business

All business that is conducted at a special general meeting and all business that is conducted at the annual general meeting, except for business conducted under the rules as ordinary business of the annual general meeting, is deemed to be special business.

12. Notice of general meetings

(1) The Secretary / Public Officer of the Council, at least 14 days before the date fixed for holding a general meeting of the Council, must cause to be sent to each member of the Council, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting. The communications arrangements for a proposed virtual meeting are to be specified in the notice of meeting.

(2) Notice will be posted on the Australian Tasar Association website and may also be posted if the member has previously registered their desire to receive postal notification with the Secretary/Treasurer.

(3) No business other than that set out in the notice conviening the meeting may be conducted at the meeting. 

(4) A member intending to bring any business before a meeting may notify in writing,or by electronic transmission, the Secretary of that business, who must include that business in the notice calling the next general meeting.

13. Quorum at general meetings

(1) No item of business may be conducted at a general meeting unless a quorum ofmembers entitled under these Rules to vote is present (or in communication for a virtual meeting) at the time when the meeting is considered that item.

(2) Four members or 25% of the total number of members (whichever is the lesser)present (or in communication for a virtual meeting) as described in (1) (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the conduct of the business of a general meeting.

(3) If, within half an hour after the appointment time for the commencement of a general meeting, a quorum is not present (as described in (1) (or in communication for a virtual meeting))-

(a) in the case of a meeting convened upon the request of members the meeting must be dissolved; and

(b) in any other case- the meeting shall stand adjourned to the same time the following and (unless another place is specified by the Chairperson at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place.

(4) If at the adjourned meeting the quorum is not present (as described in (1)) within half an hour after the time appointed for the commencement of the meeting, the members personally present (being not less than 3) shall be a quorum.

14. Presiding at general meetings

(1) The President, or in the President's absence, the Secretary/Treasurer shall preside as Chairperson at each general meeting of the Council.

(2) If the President and the Secretary/Treasurer are absent from a general meeting, or are unable to preside, the members present must select one of their number to preside as Chairperson.

15. Adjournment of meetings

(1) The person presiding may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and place to place.

(2) No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.

(3) If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given in accordance with rule 12.

(4) Except as provided in sub-rule (13), it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.

16. Voting at general meetings

(1) Upon any question arising at a general meeting of the Council, a member has one vote only.

(2) All votes must be given personally or by proxy.

(3) Motions will be passed when a simple majority of members vote in favour of the motion. In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote. 

(4) A member is not entitled to vote at a general meeting unless all moneys due and payable by the member to an Australia District Tasar Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.

17. Poll at general meetings

(1) If at a meeting a poll on any question is demanded by not less than 3 members, it must be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

(2) A poll that is demanded on the election of a Chairperson or on a question of an adjournment must be taken immediately and a poll that is demanded on any other question must be taken at such time before the close of the meeting as the Chairperson may direct.

18. Manner of determining whether resolution carried

If a question arising at a general meeting of the Council is determined on a show of hands-

(1) a declaration by the Chairperson that a resolution has been-

(a) carried; or

(b) carried unanimously; or

(c) carried by a particular majority; or

(d) lost; and

(2) an entry to that effect in the minute book of the Council is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

19. Proxies

(1) Each member is entitled to appoint another member as a proxy by notice given to the Secretary by the start time of the meeting in respect of which the proxy is appointed.

(2) The notice appointing the proxy shall be in the form set out in Appendix 2.

20. Committee of Management

(1) The affairs of the Council shall be managed by the committee of management constituted as provided in Rule 21.

(2) The committee--

(a) shall control and manage the business and affairs of the Council; and

(b) may, subject to these Rules, the Act and the Regulations, exercise all such powers and functions as may be exercised by the Council other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Council; and

(c) subject to these Rules, the Act and the Regulations, has power to perform all such acts and things as appear to the committee to be essential for the proper management of the business and affairs of the Council. 

(d) shall appoint delegate(s) to meetings of the World Tasar Council;

21. Office holders

(1) The officers of the Council shall be

(a) a President;

(b) a Secretary/Treasurer/Public Officer;

(2) The provisions of rule 23, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices referred to in sub-rule (1).

(3) Each officer of the Council shall hold office until the annual general meeting next after the date of his or her election but is eligible for re-election provided that the President and the Secretary/Treasurer may not hold office for more than two years consecutively without standing for re-election.

(4) In the event of a casual vacancy in any office referred to in sub-rule (1), the committee may appoint one of its members to the vacant office and the member appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of the appointment.

22. Ordinary members of the committee

All members who are not office bearers of the committee are ordinary members of the committee.

23. Election of officers and ordinary committee members

(1) Nominations of candidates for election as officers of the Council may be made at the AGM by any member of the incoming council at the AGM.

(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.

(3) If the number of nominations exceeds the number of vacancies to be filled, a secret ballot must be held.

24. Vacancies

The office of an officer of the Council, or of an ordinary member of the committee, becomes vacant if the officer or member--

(1) ceases to be a member of the Council or a Tasar District Association, or

(2) becomes an insolvent under administration within the meaning of the Corporations Law; or

(3) resigns from office by notice in writing given to the Secretary.

25. Meetings of the committee

(1) The committee must meet at least one time in each year at such place and such times as the President and Secretary/Treasurer of the Council may determine.

(2) Special meetings of the committee may be convened by the President or by any 4 members of the committee.

(3) The meetings of the ATC shall be open meetings but only members of the ATC may vote.

26. Notice of committee meetings

(1) Written notice of each committee meeting must be published on the ATC web site at least 14 business days before the date of the meeting.

(2) Written notice of any special meeting must be published on the ATC website specifying the general nature of the business to be conducted. No other business may be conducted at such a meeting.

27. Quorum for committee meetings

(1) Any 4 members of the committee constitute a quorum for the conduct of the business of a meeting of the committee.

(2) No business may be conducted unless a quorum is present (as described in 13(1)).

(3) If within half an hour of the time appointed for the meeting a quorum is not present--

(a) in the case of a special meeting--the meeting lapses;

(b) in any other case--the meeting shall stand adjourned to the same place and the same time and day in the following week. 

(4) The committee may act not with standing any vacancy on the committee.

28. Presiding at committee meetings

At meetings of the committee-

(1) the President or, in the President's absence, the Secretary/Treasurer presides; or

(2) if the President and the Vice-President are absent, or are unable to preside, the members present must choose one of their number to preside

.29. Voting at committee meetings

(1) Questions arising at a meeting of the committee, or at a meeting of any subcommittee appointed by the committee, shall be determined on a show of hands or, if a member requests, by a poll taken in such manner as the person presiding at that meeting may determine.

(2) Each member present at a meeting of the committee, or at a meeting of any subcommittee appointed by the committee (including the person presiding at the meeting), is entitled to one vote. A motion will be passed when voted for by a simple majority of votes and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

30. Removal of committee member

(1) The Council in general meeting may, by resolution, remove any member of the committee before the expiration of the member's term of office.

(2) A member who is the subject of a proposed resolution referred to in sub-rule (1) may make representations in writing to the Secretary or President of the Council (not exceeding a reasonable length) and may request that the representations be provided to the members of the Council.

(3) The Secretary/Treasurer or the President may give a copy of the representations to each member of the Council or, if they are not so given, the member may require that they be read out at the meeting.

31. Role and Functions of Office Bearers

(1) An Executive Committee consisting of the office holders referred to in the Office Holders clause of this constitution shall manage and administer the affairs of the Association.

(2) The President of the Council shall be an ex-officio member of all sub committees.

(3) The Secretary / Treasurer/ Public Officer of the Council shall: -

(a) keep minutes of the resolutions and proceedings of each general meeting, and each committee meeting; 

(b) keep a record of the names of persons present at committee meetings;

(c) keep or delegate the keeping of a Register of certificates of boats of the Class;

(d) be an ex-officio member of all sub-committees

(e) post copies of the draft minutes of a committee meeting on the Australian Tasar Council website within 6 weeks of a meeting being held

(f) collect and receive all moneys due to the Council and make all payments authorised by the Council; and

(g) keep correct accounts and books showing the financial affairs of the Council with full details of all receipts and expenditure connected with the activities of the Council.

(h) the accounts and books referred to in sub-clause (b) shall be available for inspection by members.

32. Cheques

All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by the two Executive Members of the committee.

33. Seal

There is no common seal of the Australian Tasar Council.

34. Notice to members

Except for the requirement in rule 12, any notice that is required to be given to a member, by on behalf of the Council, under these Rules may be given by-

(1) display of the notice on the Australian Tasar Council website

(2) electronic transmission

(3) delivering the notice to the member personally; or

(4) sending it by prepaid post addressed to the member at that member's address shown in the register of members; or

(5) facsimile transmission, if the member has requested that the noticebe given to him or her in this manner.

35. Winding up

(1) In the event of the winding up or the cancellation of the incorporation of the Council, the assets of the Council must be disposed of at a reasonable marketvalue and the proceeds given to a charity selected by the remaining members inaccordance with the provisions of the Act.

(2) Or alternatively be given to an institution having purposes similar to the purposes of the Council.

36. Custody of records

Except as otherwise provided in these Rules, the Secretary/Treasurer must keep in his or her custody or under his or her control all books, documents and securities of the Council.

36. Funds

The funds of the Council shall be derived from levies upon the Tasar District Associations, levies based on entries to the Australian Championships and other events that the Council is responsible for organising, donations and such other sources as the committee determines and the funds be used and applied solely in promotion of the objectives of the Council.Tasar District Association levies shall be payable on or before June 30 th each year for the preceding season.

37 Amendments to the constitution

This Constitution, including the Statement of Purpose of the Association, may be altered either:

(1) At any Annual General Meeting provided that the notice of the proposed alteration(s) has been forwarded to all members at least three months prior to the date of the Annual General Meeting and provided further that the resolution incorporating the proposed alteration(s) is carried by a majority of three quarters of those members present or

(2) By a postal vote where by the resolution incorporating the proposed alteration(s)iscarried by a majority of three quarters of all members provided that the postal ballot shall be closed two months from the last date of posting ballot papers to Members.

38 Registry, National Measurer and Registrar

(1) Delegate Members shall confirm at least on an annual basis that the informationin the National registry of boats in their respective Tasar District Association is up to date.

(2) The National Measurer shall maintain the National registry of boat ownership.

(3) The Council shall appoint a competent National Measurer for such term as it decides.

38 Trophies

(1) Trophies may be provided for any regatta, series of races or individual races.

(2) The Committee may: -

(a) Purchase any trophies as required for any purpose as in (1); and

(b) May accept the gift of trophies as in (1).

(3) Perpetual Trophies: -

(a) Perpetual trophies may be purchased or accepted as gifts for the use of the Council as in (2) (a) and (b); and

(b) Should a perpetual trophy be considered to become inappropriate for any reason the Committee may withdraw that trophy from the competition or may reallocate the trophy to another competition