February 1994 RULES OF THE ?????? MODEL AERO CLUB INCORPORATED 1. NAME: The name of the club is the ?????? Model Aero Club Incorporated. (Hereinafter referred to as 'The Club'). 2. OBJECTS: a) To encourage and foster the building and flying of Model Aircraft (hereinafter referred to as 'the said sport') in all its phases. b) To collect and supply information and advise on all or any matters pertaining to the said sport or Model Aeronautics generally. c) To promote and hold either alone or jointly with any other association, club, company, or person, Model Aeronautical meetings, contests, gymkhanas, carnivals, competitions, matches, exhibitions, or trials and accept, offer, give or contribute towards prizes, medals and awards to participants or others. d) To promote and hold parties, balls, dances or other entertainments for the purpose of promoting or assisting any of the objects of The Club. e) To raise money by subscriptions and grant any rights and privileges to subscribers. f) To buy, sell, lease, hire, mortgage, charge, exchange or otherwise deal with any real or personal property. g) To take any gift of property, whether subject to any special trust or not, for any one or more of the objects of the club. h) To take any lawful steps for the purpose of procuring contributions to the funds of the club. i) From time to time to subscribe or contribute to any patriotic or charitable, benevolent or useful object of a public charter. j) To delegate a portion of the work of The Club and pay a portion of its funds to any organisations formed for the advancement of any branch of aeronautics and appoint representatives on any such bodies. k) To join or affiliate as members of any club. association or society whether incorporated under THE INCORPORATED SOCIETIES ACT 1908 or not and having as one of its objects the advancement or government of aeronautics. l) To enter into any arrangement with a government or local authority or any club, company or person which may seem to be conducive to the objects of the club and to acquire or obtain from any such government or authority, association, company or person, any charters, contracts, decrees, rights, privileges and concessions which may be conducive to any such objects, and accept, and make payments, under, carry out, exercise and comply with any such arrangements, charters, contracts, decrees, rights privileges and concessions. m) To enter into any contracts, agreements, leases or arrangements with any person, firm, syndicate, corporation or company that may seem conducive to the objects of The Club or any of them, and to surrender and accept surrenders of leases. n) To borrow, raise, or secure the payment of money in such manner as The Club shall think fit and in particular by mortgages, debentures or debenture stock, perpetual or otherwise, charges upon all or any of The Club's undertakings, goodwill, property and assets (both present and future) including its future acquired property, and to purchase, redeem or pay off such securities. o) To draw, make, accept, endorse, discount execute, issue and negotiate promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments. p) To invest, lend and deal with the moneys of The Club upon such security and in such manner as may from time to time be determined upon. q) To appoint, remove or suspend any secretaries, treasurers, officers, clerks, agents or servants and to direct and control them and fix and pay their remuneration. Where any such persons or agent is a member of the Club such payments for professional services to the Club rendered in the course of business or interest on money lent shall not be greater than the current market rates r) To do all or any of the things hereby authorised alone or in conjunction with another or others. s) To do all such other things as are incidental to or conducive to the attainment of the above objects. PROVIDED HOWEVER that the foregoing objects shall in no way limit the rights and powers conferred upon societies incorporated under THE INCORPORATED SOCIETIES ACT 1908 or any amendments thereof. 3. MEMBERSHIP: The members of The Club shall be of the following classes: a) LIFE MEMBERS: May be appointed at any Annual General Meeting of The Club by the assembled members passing a resolution and LIFE MEMBERSHIP shall be confined to persons who have rendered meritorious service to the said sport generally or to this Club in particular. b) HONORARY MEMBERS: May be appointed by the management Committee for a period not exceeding twelve months and in all cases terminating at the next ensuing Annual General Meeting. c) ORDINARY MEMBER: Are any persons who in the opinion of the Management Committee are actively engaged in the practice and/or promotion of the said sport and who may apply for membership. The Management Committee shall have full power to accept or decline any such application and should such application be declined can in no way be compelled to give reasons for doing so. Applicants for membership shall submit applications for membership on the official form and duly nominated and seconded by two members of the club.. Those two members should if so called upon be prepared to appear before the Management Committee to answer any questions pertaining to such application as the Management Committee should feel called upon to ask. The Club Secretary shall notify such applicants in writing of the Management Committee's decision. Membership dues are payable as from the date of full membership and such applicant will not be able to compete for club championship points or club trophies or for any national or international trophies, competitions or records as an accredited member of this club until such dues are paid. All active flying members shall be required to be members of the NZ Model Aeronautical Association (Inc.). Senior members shall be those that have attained the age of eighteen years and junior members shall be those that have not yet attained the age of eighteen years. Provided always that members transferred from another club with similar aims and objects shall be admitted to full membership immediately upon production of evidence of leaving their last club in good standing. d) ASSOCIATE MEMBERS: May be any persons, fulfilling the conditions as laid down for ordinary members, except that associate members may not compete in any club, interclub, national or international competitions as an accredited member of this club. An associate members may at any time apply for full active membership. 4. RESIGNATIONS: Any member may resign by giving notice of such desire to resign to the Secretary in writing and Club dues shall cease as from the date on which such resignation is lodged with the Secretary, but no refund of the current subscription will be made. 5. MANAGEMENT: The affairs of The Club shall be conducted by a Management Committee (hereinafter referred to as the 'Committee') which shall be elected at the Annual General Meeting and shall consist of five persons comprising: * President * Secretary * Treasurer * Club Captain/Recording Officer * Bulletin Editor provided always that Vice Presidents shall be considered extra members of the Committee. At each Annual General Meeting 50% of the Committee shall retire in rotation, but shall be eligible for re-election. Each member of the Committee shall have one vote at each committee meeting the chairman having a casting vote in addition to his deliberate vote in all cases of equal division. No voting by proxy shall be allowed at committee meetings. Any member of the Committee with the exception of the President or Vice Presidents, failing to attend three consecutive committee meetings shall automatically cease to hold membership of the Committee except in the case of such member being granted leave of absence by the Committee. Such vacancy shall be termed a casual vacancy. Any casual vacancy occurring in the Committee between Annual General Meetings may be filled by the Committee and any person so appointed shall hold office until the next Annual General Meeting. The Committee may at any time by resolution passed by two-thirds majority remove from office any committee member is the removal of the person is deemed to be in the best interests of the said Club. A vacancy caused by expulsion shall be termed as a casual vacancy. The quorum for a Committee meeting shall be four members. 6. OFFICERS: The officers of the club shall be Patron, President, Vice President, Club Captain, Treasurer, Secretary, Recording Officer, Bulletin Editor. The President, Club Captain, Secretary, Treasurer, Recording Officer, and Bulletin Editor, shall be members of the Management Committee. 7. DUTIES OF THE OFFICERS: a) PATRON: The Patron shall officiate in any manner and at his convenience, at the request of the Committee. b) PRESIDENT: Shall preside at all meetings. c) VICE PRESIDENT: Shall act as the President's deputy in any matter when so requested by the President. d) CLUB CAPTAIN: Shall be in charge of all flying meetings and act in any other manner that the Committee shall direct. e) TREASURER: Shall:- 1. Collect and receive all monies due to The Club. 2. Pay all debts owing as soon as payment thereof is authorised by the Committee. 3. Keep a correct account of all receipts and payments and an account of all assets of The Club. 4. Have the custody of the funds of The Club. 5. Produce financial statements from time to time as may be required by the Committee. 6. To prepare, for each Annual General Meeting of The Club a proper statement of receipts and payments and a balance sheet showing The Club's assets and liabilities made up to 31st January preceding each Annual General Meeting and to have such a statement and balance sheet duly audited by The Club's Auditor and signed and certified as correct by the Auditor, for presentation to each Annual General Meeting. 7. To pay all monies received into the account of The Club with The Club's bankers. f) SECRETARY: Shall:- 1. Conduct all The Club's correspondence and convene all meetings. 2. Keep accurate minutes of all meetings. 3. Keep a register of all members and the Classification of each member. 4. Act as custodian of the common seal and all books, papers and accounts of the Club and produce same to the Committee whenever called upon to do so. 5. Notifies each applicant for membership of the Committee's decision. 6. Notifies the Treasurer after each Annual General Meeting of all members liable for dues. 7. In case in inability to attend any meeting, causes the necessary books and papers to be conveyed to the place of the meeting and handed to the chairman. g) RECORDING OFFICER: Shall keep a register of National and Club flying records and furnish any necessary reports to the Committee when called upon. h) BULLETIN EDITOR: Shall be responsible for the publication of a monthly bulletin containing news of The Club's activities. i) SUB-COMMITTEES: May be appointed by the Committee to inquire into any matters and shall consist of such member or members of the Committee and/or ordinary, honorary or associate members as may be appointed thereto. The member or members so appointed shall have power to co-opt any member of The Club or New Zealand Model Aeronautical Association for advisory purposes and any members so co-opted may attend any committee meetings at which any report containing or referring to their advice may be presented and may address the Committee on such report but shall have no vote in the Committee. All such sub-committees shall report back to the Management Committee. 9. AUDITOR & SOLICITOR An Auditor may be appointed by the Committee to examine all accounts and vouchers of the club and certify the annual accounts presented by the Treasurer and report thereon to each Annual General Meeting. The committee may appoint a Solicitor when required. 9. NOTICES OF GENERAL MEETINGS: Notices of General Meetings shall be given to members by written or printed memoranda despatched by ordinary post to the members' last known place of abode. Unless a longer notice is provided to be given for any general meeting, seven days notice shall be given. Notices shall de deemed to be given on the date upon which they could be delivered in the ordinary course of post. The accidental omission of any member in being given notice shall not invalidate any proceedings at any meeting. 10. THE ANNUAL GENERAL MEETING: The Annual General Meeting of the club shall be held during the month of February or as soon thereafter as the Committee shall be able to convene same. The time and place of such meeting shall be decided by the Committee not earlier than six months and not later than six weeks prior to each Annual General Meeting. The President of The Club for the time being shall preside at all meetings or failing his being able to attend a Vice President and be nominated by the assembled members. The quorum for a General Meeting shall be 10 members. The business of each Annual Meeting shall be: a) The confirmation of any previous Annual General Meeting's minutes. b) The adoption of the Treasurer's Annual Statement of Accounts and the Chairman's and Treasurer's reports. c) The adoption of a report from the Recording Officer. d) The election of Officers for the ensuing year. e) Such other business of which notice shall have been duly given in terms of these rules. 11. SPECIAL GENERAL MEETINGS: Special General Meetings of The Club may be called at any time by order of the Committee or on requisition executed by at least three members. Such request shall specify the business to be placed before the Special General Meeting and at least seven days notice shall be given of all Special General Meetings. The Committee shall allot the venue of such meetings. In the event of the Committee failing to convene the meeting requested, the requisitionists themselves may do so and allot the venue of such meeting. 12. ALTERATION OF RULES: The rules of The Club may be altered at any General Meeting of The Club by the enactment of any further rules or by rescission or amendment of any existing rules provided however, no amendment is to be approved if it in any way affects the Income Tax exempt status of the Club in particular Rule 2g and Rule 21, and that seven days notice in writing of the resolution embodying the proposed additions, rescissions or amendments shall have been given to all members and such resolution shall be passed by a majority of at least three-quarters of the members voting, both present personally and by postal vote. Only financial members shall be entitled to vote. 13. BY-LAWS AND REGULATIONS: The Committee may from time to time, make, alter or revoke any by-laws or regulations relating to: 1. The issue of aeromodelling certificates 2. The awarding of merit badges 3. The recording of records. 4. The conduct of trials, contests and competitions. 14. VOTING: Voting at each General Meeting: Each financial member shall be entitled to one vote. Proxy voting shall be allowed. Voting may be by a show of raised hands or secret ballot. Any two members shall be entitled to demand that any particular vote be taken by secret ballot. All matters voted upon shall be decided by simple majority except as may be otherwise stated in the constitution, rules and by-laws of The Club. Save as hereinafter set forth each member shall be entitled to one vote. The Chairman shall have a casting vote in addition to his deliberate vote in all matters of equal division. 15. PROXY VOTING: Any financial member shall be entitled to exercise their vote by proxy on any matter of which notice shall have been given, and the member is unable to be present. The proxy must be completed on the official form nominating any one other financial member of the club to act on the members behalf. The form must be delivered to the Secretary prior to the commencement of the meeting. 16. SUBSCRIPTIONS: The subscriptions for each class of member shall be fixed at each Annual General Meeting and shall be immediately payable for the ensuing year. Members unfinancial for one year shall cease to be members of The Club. Subscriptions fixed at any Annual General Meeting shall remain in force until amended by a subsequent Annual General Meeting. 17. SUSPENSION & EXPULSION OF MEMBERS: The Committee may suspend or expel any member, if in the opinion of the Committee, after due and proper inquiry during which the offending member shall have been heard in his defence, such member has been guilty of any conduct prejudicial to the interests of the said sport. 18. EXECUTION OF DOCUMENTS & COMMON SEAL: All documents intended to bind The Club shall be executed under the Common Seal of The Club and such execution shall be attested by the President, a Vice President, the Secretary and at least one other member of the Committee. 20. THE REGISTERED OFFICE: The Registered Office of The Club shall be decided from time to time by the Committee. 21. BANK ACCOUNT: The Club may open an account with any recognised banking institution and the account shall be operated by three members of the Committee, appointed by the Committee. Any two signatories to withdraw monies and any one signatory to endorse cheques and negotiate documents for the purpose of making deposits. 21. DECLARATION OF INDEMNITY: Every member joining The Club and taking part in Club activities shall do so entirely at his or her own risk and no member shall make any claim against The Club or any officer, member, servant or authorised agent thereof for any injury or loss suffered by any such member through his or her participation in the activities of The Club not withstanding that such injury or loss may have been caused by the negligence of The Club or any officer, member, servant or authorised agent thereof. 22. AMALGAMATION / WINDING UP: Upon the winding up of The Club the funds if any remaining after paying all liabilities and the expenses of winding up is to be distributed to any amateur sporting body providing any such sporting body is registered with the Inland Revenue Department as an approved non-profit organisation. which the Committee or the liquidator or other such persons conducting the winding up may nominate and failing any such nomination shall be paid over to some sporting body meeting the above requirements nominated by the Registrar of Incorporated Societies.