CAMS - Confederation of Australian Motor Sport

CORPORATIONS ACT COMPANY LIMITED BY GUARANTEE CONSTITUTION of CONFEDERATION OF AUSTRALIAN MOTOR SPORT LIMITED

Version. 5th November 2010

PREAMBLE

1. Name

The name of the company is Confederation of Australian Motor Sport Limited (“CAMS”).

2. Provenance

The Federation Internationale de l'Automobile ("FIA") is the sole international sporting authority entitled to make and enforce regulations for the encouragement and control of automobile competitions and records, and to organise FIA International Championships and shall be the final international court of appeal for the settlement of disputes arising therefrom.

So that the above powers may be exercised in a fair and equitable manner, the FIA has drawn up the present International Sporting Code ("Code").

Each National Club or Federation belonging to the FIA, shall be presumed to acquiesce in and be bound by the Code. Subject to such acquiescence and restraint, one single Club or one single Federation per country, hereafter called ASN, shall be recognised by the FIA as sole international sporting power for the enforcement of the present Code and control of motor sport in its own country, dominions, dependencies, protectorates or colonies. CAMS has been delegated by the FIA with exercising the Sporting Power for Australia.

3. Interpretation

(a) In this Constitution unless the contrary intention appears:
Act means the Corporations Act 2001.
Affiliated Club means a Category B or Category C Member as described under clause 13.
Appointed Director means a Director appointed under clause 40.
Board means the Directors of CAMS acting as a body.
Chief Executive Officer means a chief executive officer appointed by the Board having such functions as are set out under this Constitution.
Claim means any action, suit, proceeding, claim, demand, damage, penalty, cost or expense however arising but does not include any claim made under a relevant CAMS insurance policy or available to a Member under this Constitution or the NCR.
Club means a body formed primarily for the purposes of participating in, or promoting motor sport or related activities.
Company Secretary means any person appointed to perform the duties of a company secretary of CAMS.
Constitution means this Constitution of CAMS.
Director means a member of the Board and includes Elected Directors, Appointed Directors and the President.
Elected Director means a Director elected under clause 38 and includes Alternate Elected Directors.
Financial Year means the year ending 31 December in each year.
General Meeting means the Annual or any Special General Meeting of the Category E Members of CAMS.
Intellectual Property means all rights subsisting in copyright, trade names, trade marks, logos, designs, equipment, images (including photographs, videos or films) or service marks (whether registered or registrable) relating to CAMS, the words “motor sport” or any event or competition or motor sport equipment, product, publication or activity (including all Australian Motor Sport Championships and the CAMS Motor Sport Calendar) developed, conducted, promoted or administered by CAMS.
Member means a member for the time being of CAMS under clause 13.
NCR means the National Competition Rules of CAMS including all appendices and schedules to them as amended from time to time.
Objects means the Objects of CAMS in clause 4 of this Constitution.
President means the President for the time being of CAMS.
Regulations means any regulations made by the Board under clause 73.
Special Resolution means a Special Resolution as defined under the Act.
Sporting Power means that power delegated to CAMS by the FIA for the exclusive control and management of motor sport in Australia.
State Council means a body established by CAMS and to which certain powers and functions of CAMS may be delegated under clause 12.

(b) Expressions referring to “writing” shall unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form, including messages sent by electronic mail.

(c) In this Constitution:
(i) a reference to a function includes a reference to a power, authority and duty;
(ii) a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority of the performance of the duty;
(iii) a word importing the singular includes the plural and vice versa;
(iv) a word importing any gender includes all other genders;
(v) a reference to persons includes corporations and bodies politic;
(vi) a reference to a person includes the legal personal representatives, successors and permitted assigns of that person;
(vii) a reference to a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them (whether of the same or any legislative authority having jurisdiction).

(d) If any provision of this Constitution or any phrase contained in it is invalid or unenforceable in any jurisdiction, that phrase or provision is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable. If it can not be read down, the phrase or provision shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of the Constitution or affecting the validity or enforceability of that provision in any other jurisdiction.

(e) Except where the contrary intention appears in this Constitution, an expression in a provision of this Constitution, that deals with a matter dealt with by a particular provision of the Act, has the same meaning as that provision of the Act.

(f) The replaceable rules referred to in the Act are displaced by this Constitution.

4. Objects of CAMS

CAMS is established solely to:
(a) adopt and exercise the Sporting Power as the ASN for motor sport in Australia and administer, promote, manage, encourage, conduct and exercise control of and over motor sport in Australia and its territories in accordance with the Code and such instructions and directions as may from time to time be received from the FIA and at all times in accordance with and in the spirit of the traditions of true competitive sport;
(b) conduct, encourage, administer, promote, advance and manage motor sport in Australia through competition and commercial means;
(c) ensure that all motor sport in Australia is carried out in a manner which secures and enhances the safety of participants, officials, spectators and the public and which allows the sport to be competitive and fair;
(d) establish and regulate a branch of CAMS in each State to be known as a "State Council";
(e) formulate, issue, interpret, implement and amend from time to time the NCR including appendices and such other Regulations as are necessary for the control and conduct of motor sport in Australia;
(f) enforce the NCR and where appropriate the Code;
(g) issue licences and permits in accordance with the Code and the NCR;
(h) determine, arrange and publish an annual Australian motor sport calendar of events;
(i) maintain a central registry of Members;
(j) establish and maintain an Australian motor sport judicial system in accordance with the NCR;
(k) pursue through itself or other entities commercial arrangements including sponsorship and marketing opportunities as are appropriate to further these Objects;
(l) promote and be engaged in road safety;
(m) develop a culture of safety, training and education;
(n) formulate or adopt and implement appropriate policies, including in relation to harassment, equal opportunity, equity, drugs in sport, health, safety, infectious diseases and such other matters as arise from time to time as issues to be addressed in motor sport;
(o) arbitrate disputes between State Councils or between Clubs in different States;
(p) compile, and amend as required, a list of national records;
(q) do all that is reasonably necessary to enable these Objects to be achieved and to enable the Members to receive the benefits which these objects are intended to achieve;
(r) co-operate or join with or support any club, association, organisation, society or individual whose activities or purposes are similar to those of CAMS or which advance motor sport in Australia;
(s) have regard to the public interest in its operations; and
(t) undertake and or do all such things or activities as are necessary, incidental or conducive to the advancement of these Objects.

5. Powers of CAMS

Solely for furthering the Objects CAMS has:
(a) the legal capacity and powers set out under section 124 of the Act; and
(b) the Sporting Power.

6. Application of Income

(a) The income and property of CAMS shall be applied solely towards the promotion of the Objects.

(b) No portion of the income or property of CAMS shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise to any Member.

(c) No remuneration or other benefit in money or money's worth shall be paid or given by CAMS to any Director or any Member who holds any office of CAMS.

(d) Nothing contained in clauses 6 (b) or (c) shall prevent payment in good faith of or to any Member:-
(i) for any services actually rendered to CAMS whether as an employee or otherwise;
(ii) for goods supplied to CAMS in the ordinary and usual course of business;
(iii) of interest on money borrowed from any Member;
(iv) of rent for premises demised or let by any Member to CAMS;
(v) for any out-of-pocket expenses incurred by any Member on behalf of CAMS;
provided that any such payment shall not exceed the amount ordinarily payable between ordinary commercial parties dealing at arm’s length in a similar transaction. Any such payments must be first approved by the Board.

7. Addition Alteration or Amendment

(a) Subject to clause 7(b) no addition, alteration or amendment shall be made to this Constitution unless the same has been approved in accordance with the Act.

(b) Clauses 23, 37, 38 and 52 shall not be amended unless the notice of motion proposing the amendment has been approved by at least 4 State Councils.

8. Liability of Members

The liability of the Members of CAMS is limited.

9. Members’ Contributions

Every Member undertakes to contribute to the assets of CAMS in the event of it being wound up while a Member, or within one year after ceasing to be a Member for payment of the debts and liabilities of CAMS contracted before the time at which it or he ceases to be a Member, and the costs, charges and expenses of winding up and for an adjustment of the rights of contributors among themselves, such amount as may be required not exceeding one dollar ($1).

10. Distribution of Property on Winding Up

If upon winding up or dissolution of CAMS there remains after satisfaction of all its debts and liabilities any assets or property, the same shall not be paid to or distributed amongst the Members of CAMS but shall be paid to or distributed to an organisation or organisations having objects similar to the objects of CAMS and which requires its income and profits to be applied solely in promoting its objects and which prohibits the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on CAMS by clause 6 of this Constitution. Such organisation to be determined by Category B, C and E Members of CAMS at or before the time of dissolution, and in default thereof by such Judge of the Supreme Court of Victoria as may have or acquire jurisdiction in the matter.

11. Accounts

True accounts shall be kept of the sums of money received and expended by CAMS and the manner in respect of which such receipt and expenditure takes place and of the property, assets and liabilities of CAMS and subject to any reasonable restrictions as to time and manner of inspecting the same that may be imposed in accordance with this Constitution of CAMS for the time being, shall be open to the inspection of the Members. Once at least in every year the accounts of CAMS shall be examined by one or more properly qualified auditor or auditors who shall report to the Members in accordance with the provisions of the Act.

STATE COUNCILS AND MEMBERS

12. State Councils

(a) The Board authorises the establishment of a State Council in each State and delegates to that State Council the responsibility for ensuring the efficient administration of motor sport in that State Council's area strictly in accordance with the Objects. Such delegation shall not be deemed to derogate or diminish or lessen in any way the absolute authority of CAMS in respect of motor sport in Australia, which absolute authority shall be subject only to the FIA. Such delegation may be revoked or varied at any time by written notice from the Board.

(b) The composition, operation, duties and functions of State Councils shall be in accordance with this Constitution and as determined by CAMS from time to time in consultation with State Councils and prescribed in Standing Orders.

(c) Each State Council will:
(i) act at all times in compliance with all requirements that may be imposed on it by any relevant Federal, State or Local government;
(ii) at all times act for and on behalf of the interests of CAMS, the Members, and motor sport;
(iii) elect an Elected Director and an Alternate Elected Director;
(iv) do all that is reasonably necessary to enable the Objects to be achieved;
(v) act in good faith and loyalty to ensure the maintenance and enhancement of CAMS and motor sport, its standards, quality and reputation for the collective and mutual benefit of the Members and motor sport;
(vi) at all times operate with, and promote, mutual trust and confidence between CAMS and the Members in pursuit of the Objects;
(vii) not do or permit to be done any act or thing which might adversely affect or derogate from the standards, quality and reputation of motor sport, and its maintenance and enhancement;
(viii) make full and proper disclosure to each other of all matters of importance to a State Council, CAMS and motor sport;
(ix) not acquire a private advantage at the expense of any of CAMS or other State Council or motor sport;
(x) operate with mutual trust and confidence in pursuit of the Objects; and
(xi) promote the economic and sporting success, strength and stability of CAMS and act interdependently with each other in pursuit of the Objects.

13. Members

(a) Membership of CAMS shall be divided into the following categories:
(i) Category A Members;
(ii) Category B Members;
(iii) Category C Members;
(iv) Category D Members;
(v) Category E Members; and
(vi) such other categories as are created from time to time under clause 13(h).

(b) Category A Members: All financial members of Affiliated Clubs be they individuals or organisations. Category A Members (unless also a current Category E Member) are not entitled to notice of General Meetings or to attend or vote or debate at General Meetings.

(c) Category B Members: Clubs which are affiliated with CAMS by the decision of a State Council and which may be represented at State Council meetings by a nominee nominated from time to time in writing by that Club. The nominee shall have the right to be present, vote, debate and move and second motions at State Council meetings only. Category B Members (or their nominees) are not entitled to notice of General Meetings or to attend or vote or debate at General Meetings. CAMS shall be entitled to rely on such nomination as being conclusive of that nominee's standing.

(d) Category C Members: Clubs which are affiliated with CAMS by the decision of a State Council and which may be represented at State Council meetings by a nominee nominated from time to time in writing by that Club. The nominee shall have the right to be present, debate and move and second motions at State Council meetings only, but shall have no voting rights. Category C Members (or their nominees) are not entitled to notice of General Meetings or to attend or vote or debate at the General Meetings. CAMS shall be entitled to rely on such nomination as being conclusive of that nominee's standing.

(e) Category D Members: All persons determined from time to time by the Board to be Life Members, Members of Honour or holders of the Award of Merit. Category D Members (unless also a current Category E Member) are not entitled to notice of General Meetings or to attend or vote or debate at General Meetings.

(f) Category E Members: The Directors (other than the President). Category E Members have the right to notice of General Meetings and to be present, vote and debate and move and second motions at General Meetings.

(g) Where an Affiliated Club is unincorporated, that is, has no legal status separate from its individual members, the nominated representative of the Affiliated Club shall be deemed to represent the Club for all membership purposes under this Constitution.

(h) The Board has power from time to time to create new categories of membership so long as the effect of this is not to alter the rights, privileges or obligations of an existing category of Members.

(i) Affiliation of Clubs shall be governed by the procedures set out in Standing Orders determined by the Board from time to time.

(j) Category A and D members are not considered as "members" for the purposes of the Corporations Act.

14. Effect of Membership

(a) All Members acknowledge and agree that:
(i) The Constitution constitutes a contract between each of them and CAMS and that they are bound by the Constitution and the NCR.
(ii) They shall comply with and observe the Constitution, the NCR and any Regulations and any determination or resolution which may be made or passed by the Board.
(iii) By submitting to the Constitution and the NCR they are subject to the jurisdiction of CAMS.
(iv) The Constitution is made in the pursuit of a common object, namely the mutual and collective benefit of CAMS, the Members and motor sport.
(v) The Constitution and NCR are necessary and reasonable for promoting the Objects and particularly the advancement and protection of motor sport.
(vi) They release and discharge CAMS from all Claims that they had or may have had but for this release arising from or in connection with their membership of CAMS and/or participation in any CAMS authorised or recognised activity.
(vii) They indemnify CAMS to the extent permitted under the Trade Practices Act 1974 or otherwise by law in respect of any Claims arising as a result of or in connection with their membership of CAMS and/or participation in any CAMS authorised or recognised activity whether caused or contributed to, directly or indirectly, by any act or omission (including negligence) on the part of CAMS.
(viii) They are entitled to all benefits, advantages, privileges and services of CAMS membership.

Conflict of Interest

Pursuant to CAMS’ obligations under clause 59 of the International Sporting Code and despite any other provision of this Constitution:

(b) from 6 November 2010, any person who is:
(i) the President or an elected director, alternate director, appointed director or secretary of CAMS; or
(ii) a member of any State Council executive committee; or
(iii) a member of any commission or committee delegated power by the Board under this Constitution,

must not:

(iv) be a director or committee member of;
(v) act in the position of a director or committee member (even if not formally appointed) of;
(vi) be a person whose instructions or wishes are usually acted in accordance with by the directors or committee members of;
(vii) be the or one of the principal controlling minds of; or
(viii) be an event official (whether or not formally appointed to that role) including any official role equivalent to those under NCR 160 at an event, permitted or approved by,

any incorporated or unincorporated body which permits, approves or purports to permit or approve any automobile competition other than CAMS or a body exercising power delegated by CAMS or the FIA.

(i) a director or committee member of;
(ii) acting in the position of a director or committee member (even if not formally appointed) of;
(iii) a person whose instructions or wishes are usually acted in accordance with by the directors or committee members of;
(iv) the or one of the principal controlling minds of; or
(v) an event official (whether or not formally appointed to that role) including any official role equivalent to those under NCR 160 at an event permitted or approved by, any incorporated or unincorporated body which permits, approves or purports to permit or approve any automobile competition other than CAMS or a body exercising power delegated by CAMS or the FIA, is ineligible to and shall be immediately disqualified from holding any of the following offices of CAMS:

(vi) President, elected director, alternate director, appointed director or secretary of CAMS; or
(vii) member of any State Council executive committee; or
(viii) member of any commission or committee delegated power by the Board under this Constitution.

(d) Upon the written application of any person to whom paragraph 14(b) or 14(c) applies which makes full disclosure of their conflicts of interest, CAMS' Board may (but is not obliged to) resolve to permit the person to occupy a role from which they would otherwise be ineligible or disqualified under paragraph 14(b) or 14(c).

(e) Notwithstanding clause 17, where a Member fails to comply with his financial or other obligations under this Constitution, the NCR or any Regulations, the Board may determine that Member to be not of good standing. On determination that a Member is not of good standing, the Board may give notice to the Member of the:
(i) Board’s determination; and
(ii) grounds for the Board’s determination;
and request that the Member show cause within such time as is determined by the Board as to why further action should not be taken against the Member. The Member’s failure to respond or act to the Board’s satisfaction (including assurances or compliance with his obligations) may result in the Board suspending the Member’s membership of CAMS or otherwise imposing such conditions on membership, as the Board sees fit.

(f) The Board may in its absolute discretion summons any Member it considers to be in breach of any provision of this Constitution or the NCR to present himself to a special meeting of the Board to show cause as to why the Board should not consider suspending the membership of the Member in accordance with clause 14(b) above.

15. Subscription and Fees

(a) The annual subscription (if any) and fees payable by Members to CAMS and the time for and manner of payment shall be as determined by the Board from time to time.

(b) The Chief Executive Officer may extend the time for payment of subscriptions or fees either generally or in any particular case.

(c) Subject to clause 15(b), Members whose subscriptions and/or fees have not been paid and received by the time set by the Board in any year shall not be entitled to receive any of the benefits, advantages, privileges or services of CAMS membership unless otherwise approved in writing by the Chief Executive Officer.

16. Discontinuance of Membership

(a) An Affiliated Club having paid all arrears of subscriptions and fees payable by it to CAMS, may withdraw from membership by giving notice in writing of such withdrawal to the relevant State Council.

(b) Where a Club ceases to be affiliated with CAMS the Category A Members of that Club also cease to be Members unless also an individual member of another Affiliated Club.

(c) A Member, who ceases to be a Member, shall forfeit all right in and claim upon CAMS and its property including Intellectual Property.

17. Discipline of Members

(a) The Board in its sole discretion may consider any of the following matters for investigation or determination either under the procedures set down in the NCR or by such other procedure or persons as the Board considers appropriate:
(i) an allegation (which in the opinion of the Board is not vexatious, trifling or frivolous) by a complainant (including but not only a Director, the Chief Executive Officer or a State Council) that a Member has:
(A) breached, failed, refused or neglected to comply with a provision of this Constitution, , the NCR or any Regulations or any other resolution or determination of the Board or duly authorised commission or committee; or
(B) acted in a manner unbecoming of a Member or prejudicial to the Objects and interests of CAMS and/or motor sport; or
(C) prejudiced CAMS or motor sport or brought CAMS or motor sport into disrepute.

(b) All Members are subject to, and submit unreservedly to the jurisdiction, procedures, penalties and appeal mechanisms of CAMS whether under the NCR or as otherwise prescribed by the Board from time to time.

GENERAL MEETINGS

18. Convening General Meetings

Any Director may call a General Meeting. The Board will call a General Meeting if requested by the Category E Members in accordance with the Act.

19. Notice of Meeting

Subject to the provisions of the Act relating to agreements for shorter notice, not less than twenty-one days' written notice (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) must be given of any General Meeting. The notice must:

(a) set out the place, date and time for the meeting (and, if the meeting is to be held in two or more places, the technology that will be used to facilitate this); and

(b) state the general nature of the meeting’s business; and

(c) if a Special Resolution is to be proposed at the meeting, set out an intention to propose the Special Resolution and state the resolution; and

(d) if a Category E Member is entitled to appoint a proxy, contain a statement setting out the following information
(i) that the Category E Member has a right to appoint a proxy; and
(ii) that in accordance with clause 36 the proxy needs to be a Category E Member.

20. Entitlement to Notices

Notice of every General Meeting will be given in any manner authorised by this Constitution to:
(a) every Category E Member;
(b) the President;
(c) the auditor for the time being of CAMS; and
(d) State Council chairmen and State Council secretaries.

21. Place of General Meeting

CAMS may hold a General Meeting at two or more venues using any technology that gives the Category E Members as a whole a reasonable opportunity to participate.

22. Written Resolutions

(a) CAMS may pass a resolution without a General Meeting being held if a majority of all Category E Members sign a document containing a statement that they are in favour of the resolution set out in the document. All Category E Members must be served with any document to be considered under this clause. The provisions of this clause do not apply to a resolution to remove the auditor.
(b) Separate copies of the document may be used for signing by Category E Members if the wording of the resolution statement is identical on each copy. The resolution is passed when the last Category E Member of the majority in favour signs.

23. Quorum

The quorum for a General Meeting is six (6) Category E Members. The quorum must be present at all times during the meeting.

24. Proxies in Quorum

In determining whether a quorum is present, individuals attending as proxies are counted. If an individual is attending, both as a Category E Member and as a proxy, the individual is counted only once.

25. Adjournment for Lack of Quorum

If a General Meeting does not have a quorum present within thirty minutes after the time for the meeting set out in the notice of meeting, the meeting shall be adjourned to the date, time and place the Board specifies. If the Board does not specify one or more of these things, then the meeting shall be adjourned to:
(a) if the date is not specified – the same day in the next week; and
(b) if the time is not specified – the same time; and
(c) if the place is not specified – the same place.

26. Lack of Quorum at Adjourned Meeting

If no quorum is present at the resumed meeting within thirty minutes after the time specified for the meeting, then the meeting is dissolved.

27. Chairman of General Meetings

The President shall be entitled to act as chairman at every General Meeting. If the President is not available within ten minutes after the time appointed for holding the meeting or declines to act for the meeting or part of the meeting, either of the two Vice-Presidents shall be entitled to act as chairman of the meeting or part of it.

28. Adjournment Generally

The chairman may, with the consent of any General Meeting at which a quorum is present (and will if so directed by the meeting), adjourn the meeting from time to time and from place to place. No business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for one month or more, notice of the adjourned meeting must be given as in the case of an original meeting. Otherwise it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

29. Putting of Resolutions

A resolution put to the vote at a General Meeting must be decided on a show of hands unless a poll is demanded. Before a vote is taken the chairman must inform the meeting whether proxies have been received and how those proxies are to be cast. A poll may be demanded by:
(a) at least 3 Category E Members; or
(b) the chairman.

The poll may be demanded before a vote is taken or before the voting results on a show of hands are declared or immediately after the voting results on a show of hands are declared.

30. Result on Show of Hands

On a show of hands, a declaration by the chairman is conclusive evidence of the result provided that the declaration reflects the show of hands and the votes of the proxies received. Neither the chairman nor the minutes need state the number or proportion of the votes recorded in favour or against.

31. Demand for Poll

A poll may be demanded on any resolution including the election of the chairman or the adjournment of a meeting. A poll demanded on a matter other than the election of the chairman or the question of adjournment must be taken when and in the manner the chairman directs. A poll on the election of the chairman or on the question of an adjournment must be taken immediately. A demand for a poll may be withdrawn.

32. No Casting Vote

In the case of an equality of votes, whether on a show of hands or on a poll, there will be no casting vote and the resolution will lapse for want of a majority. An abstaining vote shall be taken as a vote against the resolution.

33. Voting at General Meetings

Subject to any rights or restrictions attached to any category of membership, at a General Meeting:
(a) on a show of hands, each person present who is a Category E Member has one vote;

(b) on a poll, each Category E Member present in person or by proxy has one vote. A resolution must be supported by a majority of votes cast by those present and entitled to vote on the resolution, provided not less than four votes are cast in favour. In the case of an equality of votes cast the resolution shall fail for the want of a majority. There shall be no casting vote. Abstentions shall not be counted when determining the question, but may be recorded.

34. Entitlement to Vote

No Category E Member is entitled to vote at any General Meeting unless all sums presently payable by that Member in respect of membership in CAMS have been paid.

35. Disallowance of Vote

A challenge to a right to vote at a General Meeting:
(a) can only be made at the meeting; and
(b) must be determined by the chairman whose decision is final.

Every vote not so disallowed is valid for all purposes.

36. Proxy voting

Proxy voting is permitted at General Meetings. A proxy vote can only be held and exercised by a Category E Member. Each Category E Member can only hold one (1) proxy vote.

THE BOARD

37. Composition of the Board

The Board will, subject to this Constitution, comprise no more than ten Directors (being six Elected Directors elected under clause 38 plus the President elected under clause 39 plus up to three Appointed Directors appointed under clause 40). All Directors must be Australian residents.

38. Election of Elected Directors

(a) Subject to clause 38(g) each State Council shall elect an Elected Director and an Alternate Elected Director. Persons seeking election for these positions must be Category A Members.

(b) Subject to provisions in this Constitution relating to the earlier retirement or removal of Directors, Elected Directors shall remain in office from 1 January in the calendar year following that of their election until 31 December in the third calendar year following that of their election. Two Elected Directors shall retire in each year until, after three years the six original Elected Directors have retired after which, those Elected Directors (or their replacements) who first retired, shall retire and so on. Alternate Elected Directors shall hold office for a period of 12 months from 1 January in the year following that of his election until 31 December in that year unless removed from office by a resolution of his State Council.

(c) Subject to clause 38(g) each Elected Director shall be elected at a meeting of the relevant State Council to be held by 31 October in a State Council election year.

(d) Subject to clause 38(g) Elected Directors shall, upon the expiration of their respective terms of office, be eligible for re-election.

(e) In the event of the death, removal, resignation or disqualification from office of an Elected Director, the relevant Alternate Elected Director from the relevant State Council shall fill the casual vacancy. The Alternate Elected Director will hold office for the balance of the calendar year of the Elected Director who has vacated the Board and a new Elected Director will be elected in accordance with this Constitution for the remainder of the term.

(f) Any temporary or permanent vacancy occurring in Board membership due to the absence or unavailability of an Elected Director shall be filled by the relevant Alternate Elected Director subject to Clause 38(e) and that Alternate Director shall have all the rights, privileges and powers of an Elected Director when acting as an Elected Director at Board meetings and otherwise.

(g) Nominations for the position of Elected Director and Alternate Elected Director must be received by the relevant State Manager no later than the opening of the State Council meeting at which those elections are to be held. Nominations must be:
(i) in writing;
(ii) on the prescribed form provided for that purpose (if any);
(iii) signed by a nominator and a seconder, who must each be individual Category A Members; and
(iv) certified by the nominee expressing his willingness to accept the position for which he is nominated.

39. President

(a) The Board shall at a meeting of the Board held after 31 October in an election year elect a President. A person seeking election for the position of President must be a Category A Member.

(b) The Chief Executive Officer shall call for nominations for President at least 30 days prior to the meeting at which the President is to be elected.

(c) Nominations must be:
(i) in writing;
(ii) on the prescribed form provided for that purpose (if any);
(iii) signed by a nominator and a seconder, who must be individual Category E Members; and
(iv) certified by the nominee expressing his willingness to accept the position for which he is nominated.

(d) Nominations must be received by the Chief Executive Officer at least 14 days prior to the Board meeting at which the election is to be held and shall be sent to the Directors with the agenda for that meeting.

(e) Even if there is only one nominee that person must be elected by a majority vote of the Directors. Where there are 2 or more nominees an election shall be held by preferential ballot. The election shall be by secret ballot on papers prepared by the Chief Executive Officer. The nominee with the highest number of votes (which must be at least 50% of the votes of Directors present) will be declared elected.

(f) Where the Board elects a chairman who is already a Director, that Director must resign from his position on the Board before assuming the position of chairman and President. The resulting vacancy on the Board shall be filled in accordance with this Constitution.

(g) The President shall hold office for two years from 1 January in the year following that of his election to 31 December in the second calendar year following or until his earlier death, resignation, disqualification or removal by resolution of the Board in accordance with sub-clause (k) hereof. The President may upon the expiration of his term of office be re-elected.

(h) In the event of the death, removal, resignation or disqualification from office of the President, the Board shall elect a new President to fill the vacancy. The new President will hold office for the balance of the term of the President who has vacated the Board.

(i) The Board shall at a meeting held after 31 October in each year elect two of the Directors as Vice-Presidents.

(j) The Vice-Presidents shall hold office from 1 January in the year following that of their appointments to 31 December following or until their earlier death, resignation, disqualification or removal by resolution of the Board which may in its sole discretion so resolve. The removal of either Vice-President from office by such resolution shall not affect his rights or responsibilities as a Director.

(k) The President shall immediately resign from office as President and Director during his term should a vote of no confidence be passed at a meeting of the Board at which a majority of Directors votes in favour of such resolution.

40. Appointment of Appointed Directors

(a) The Board may appoint up to three persons as Appointed Directors. Appointed Directors may have specific skills in commerce, finance, marketing, law or business generally but need not have experience in or exposure to motor sport. They do not need to be Category A Members of CAMS.

(b) Subject to provisions in this Constitution relating to the earlier retirement or removal of Directors and particularly Rule 40 (c), Appointed Directors shall remain in office for three years following their appointment. One Appointed Director shall retire in each year until, after three years the three original Appointed Directors have retired after which, those Appointed Directors (or their replacements) who first retired, shall retire and so on. An Appointed Director may upon the expiration of his term of office be re-appointed.

(c) To enable the rotational terms under Rule 40 (b) to commence a sequence in which one Appointed Director shall retire at the end of each calendar year, the Board shall in its absolute discretion determine the date of retirement of each of the first three Appointed Directors at the time of their respective appointments.

(d) In the event of the death, removal, resignation or disqualification from office of an Appointed Director, the Board may appoint a new Appointed Director to fill the casual vacancy. The new Appointed Director will hold office for the balance of the term of the Appointed Director who has vacated the Board.

41. Remuneration of Directors

Directors are not entitled to be paid remuneration. The Directors may be paid travelling and other expenses that they properly incur in connection with CAMS’ business.

42. Vacation of Office of Director

(a) The office of a Director (including the President) shall be automatically vacated if the Director:
(i) becomes bankrupt; or
(ii) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; or
(iii) resigns from office by written notice to CAMS at its registered office; or
(iv) becomes prohibited from being a director by virtue of the Act; or
(v) accepts remuneration, payment or other benefits, other than prize money from CAMS other than in accordance with this Constitution; or
(vi) is disqualified or suspended under the NCR (for the period of such disqualification or suspension); or
(vii) is directly or indirectly interested in any contract or proposed contract with CAMS and fails to declare the nature of the interest in the manner required by this Constitution; or
(viii) is removed by Special Resolution; or
(ix) dies.

(b) The position of Elected Director may be declared vacant by a meeting of the State Council which elected him, subject to notice of intention to so move having been presented to an ordinary meeting of that State Council and having subsequently been promulgated to all Affiliated Clubs at least four weeks prior to the next State Council meeting at which the motion is to be considered and subject to a resolution being passed by at least 75% of the Affiliated Clubs in that State Council area represented in person at that meeting by their nominated representative entitled to vote.

43. Management of CAMS

Subject to this Constitution the business of CAMS is to be managed by or under direction of the Board.

44. General Powers of the Board

The Board may exercise all of the powers of CAMS except any powers that the Act or this Constitution requires CAMS to exercise in General Meeting.

45. Holding of Board Meetings

(a) The Board shall meet for the despatch of business at least four times in each Financial Year, but may otherwise adjourn and regulate its meetings as it thinks fit. A Director may at any time and the Chief Executive Officer will on the request of a Director call a meeting of the Board by reasonable notice individually to each Director. A Director who is for the time being out of Australia is only entitled to receive notice of a meeting of the Board if the Director has given written notice to CAMS of an address for the giving of notices of meetings.

(b) The CAMS FIA International Representative may attend all Board meetings and participate in debate on relevant matters but shall not, unless also a Director, be entitled to vote.

46. Holding of Other Offices

(a) A Director shall NOT hold any place of profit or position of employment in CAMS in conjunction with the office of Director.

(b) No person who is employed in a stipendiary capacity for gain by any of CAMS, any State Council, any Affiliated Club or any other corporation or entity engaged in the promotion or organisation of any motor sport activity shall be eligible as a Director other than as provided for by this Constitution.

47. Directors’ Interests

A Director is disqualified by holding any place of profit or position of employment in CAMS, any State Council or Affiliated Club or in any company in which CAMS is a shareholder or otherwise interested or from contracting with CAMS either as vendor, purchaser or otherwise. Any such contract or any contract or arrangement entered into by or on behalf of CAMS in which any Director is in any way interested will be voided for such reason.

48. Disclosure of Interests

The nature of the interest of such Director must be declared by the Director at the meeting of the Board at which the contract or arrangement is first taken into consideration if the interest then exists or in any other case at the first meeting of the Board after the acquisition of the interest. If a Director becomes interested in a contract or arrangement after it is made or entered into the declaration of the interest must be made at the first meeting of the Board held after the director becomes so interested.

49. General Disclosure

A general notice that a Director is a member of any specified firm or company and is to be regarded as interested in all transactions with that firm or company is sufficient declaration under clause 48 as regards such Director and the said transactions. After such general notice it is not necessary for such Director to give a special notice relating to any particular transaction with that firm or company.

50. Recording Disclosures

The Company Secretary shall record in the minutes any declaration made or any general notice given by a Director under clauses 48 and 49.

51. Interested Director Cannot vote

A Director, notwithstanding the interest, may be counted in the quorum present at any meeting but cannot vote in respect of any contract or arrangement in which the director is interested. If he does vote his vote shall not be counted.

52. Quorum

(a) The quorum for a Board meeting is six Elected and/or Appointed Directors. The quorum must be present at all times during the meeting.

(b) In the event of a vacancy or vacancies in the office of Director or Directors, the remaining Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a Board meeting, they can act only for the purpose of ensuring the number of Directors is a number sufficient to constitute a quorum. Vacancies shall be filled in accordance with this Constitution.

53. Chairman of Board Meetings

The President shall act as chairman at all Board meetings. If the President is not available within ten minutes after the time appointed for holding the meeting or declines to act for the meeting or part of the meeting, either of the Vice-Presidents shall chair the meeting or part of it.

54. Delegations

(a) Other than its power of delegation under this clause and powers under clause 73 the Board may delegate any of its powers to commissions and/or committees consisting of such persons as the Board thinks fit. Any such commission or committee shall conform to this Constitution where applicable and or any Regulations that may be imposed on it by the Board in the exercise of the powers so delegated. Any such commission or committee must exercise the powers delegated to it in accordance with any directions of the Board. The effect of the commission or committee exercising a delegated power in this way is the same as if the Board exercised the power.

(b) The Board may delegate the whole or part of the powers granted by the Code including the Sporting Power, provided the consent of the FIA is first obtained and may revoke such delegation subject again to notification to the FIA. Any delegation under this clause must be in accordance with the Code.

55. Conduct of Commission or Committee Meetings

The Board shall appoint the chairpersons and members of all commissions and committees. If at any meeting the chairman is not present within ten minutes after the time appointed for holding the meeting, the members present may elect one of their number to be chair of the meeting. A commission or committee may meet and adjourn, as it thinks proper.

56. Votes at Board Meetings

(a) Subject to Rule 56(b) each Director other than the President shall be entitled to one vote on each resolution at Board meetings. A resolution of the Board must be supported by a majority of votes cast by those present and entitled to vote on the resolution, provided not less than four votes are cast in favour. In the case of an equality of votes cast the resolution shall fail for the want of a majority. There shall be no casting vote. Abstentions shall not be counted when determining the question, but may be recorded.

(b) An Appointed Director shall not be entitled to vote on his reappointment.

57. Validity of Directors’ Acts

All acts done by any meeting of the Board or of any commission or committee or by any person acting as a Director shall be considered valid even if it is afterwards discovered that:
(a) there was some defect in the appointment of any such Director or commission or committee or person; or

(b) they or any of them were disqualified.

58. Written Resolution

The Board may pass a resolution without a Board meeting being held if the majority of all the Directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. All Directors must be served with any document to be considered under this clause. Separate documents may be used for signing by Directors if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last Director signs.

59. Manner of Holding Meetings

A Board meeting may be called or held using any technology consented to by all the Directors. The consent may be standing one. A Director shall only withdraw the Director’s consent within a reasonable period before the meeting.

60. Chief Executive Officer

(a) The Chief Executive Officer shall be appointed as such by the Board in accordance with the Act, but otherwise for such term, and upon such conditions as the Board thinks fit.

(b) CAMS shall be managed by the Chief Executive Officer who may exercise such powers of CAMS as are delegated to him from time to time by the Board in its absolute discretion and which are not retained to the Board by the Act or by this Constitution.

(c) The Chief Executive Officer shall administer motor sport in Australia in accordance with the Code, the NCR, this Constitution, and all policy directions of the Board.

(d) The Chief Executive Officer shall attend all Board meetings and General Meetings at the invitation of the Board.

(e) The Chief Executive Officer may be removed by the Board.

MISCELLANEOUS

61. Negotiable Instruments

Any two Directors of CAMS or any Director and the Chief Executive Officer may sign, draw, accept, endorse or otherwise execute a negotiable instrument. This provision is subject to the Board determining that a negotiable instrument shall be signed, drawn, accepted, endorsed or otherwise executed in a different way.

62. Minutes

The Board shall cause minute books to be kept in which CAMS records within one month:
(a) proceedings and resolutions of all General Meetings; and
(b) proceedings and resolutions of Board meetings (including meetings of all committees and commissions); and
(c) resolutions passed by Category E Members without a meeting; and
(d) resolutions passed by the Board without a meeting.

The Board must ensure that minutes of a meeting are signed within a reasonable time after the meeting by the chairman of the meeting or the chairman of the next meeting. The Board must ensure that minutes of the passing of a resolution without a meeting are signed by a Director within a reasonable time after the resolution was passed.

63. Registers

The Board shall cause the following registers to be kept:
(a) a register of Members;
(b) where debentures are issued, a register of debenture holders.

64. Common Seal

CAMS may have a common seal. If it does then:
(a) the common seal must comply with the Act;
(b) the Board shall provide for the safe custody of the common seal;
(c) the seal shall only be used by the authority of the Board or of a committee of the Board authorised by the Board.

65. Execution under Common Seal

If CAMS does have a common seal then it may execute a document if the seal is fixed to the document and the fixing of the seal is witnessed by:
(a) two Directors of CAMS; or
(b) any Director and the Chief Executive Officer.

66. Execution without Common Seal

CAMS may execute a document without using a common seal if the document is signed by:
(a) two Directors of CAMS; or
(b) the Chief Executive Officer and any Director.

67. Directors’ Interests

A Director shall NOT sign a document to which the seal of CAMS is fixed where the Director is interested in the contract or arrangement to which the document relates.

68. Accounting Records

The Board shall cause proper accounting and other records to be kept and shall distribute copies of financial statements as required by the Act.

69. Access to Records

The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting and other records of CAMS or any of them will be open to the inspection of Members not being Directors. No Member (not being a Director) has any right of inspecting any accounting or other records of CAMS except as conferred by the Act or this Constitution or authorised by the Board or by a resolution passed at a General Meeting.

70. Auditor

A properly qualified auditor or auditors shall be appointed and the remuneration of such auditor or auditors fixed and duties regulated in accordance with the Act.

71. Giving of Notices

CAMS may give notice to any Director or Member:
(a) personally; or
(b) by sending it by post to the address of the Director as notified to the Board or the address for the Member in the register of members or the alternative address (if any) nominated by the Director or Member; or
(c) by sending it to the facsimile number or electronic address (if any) nominated by the Director or the Member.

Any notice sent by post is taken to have been given three days after it is posted. Any notice sent by facsimile or other electronic means is taken to be given on the business day after it is sent.

72. Extent of Indemnity

CAMS will indemnify (either directly or through one or more interposed entities) any person who is or has been a Director, Company Secretary or Chief Executive Officer of CAMS and, if so resolved by the Board, the auditor of CAMS, out of the funds of CAMS against the following:
(a) any liability to another person (other than CAMS or a related body corporate) unless the liability arises out of conduct involving a lack of good faith or negligence;

(b) any liability for costs and expenses incurred by that person:-
(i) in defending proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted; or
(ii) in connection with an application, in relation to such proceedings, in which the court grants relief to the person under the Act save for any liability that arises from the negligence of that person.

73. NCR and Regulations

(a) The NCR are the key sporting regulatory instrument of CAMS and as such they are the sole responsibility of the Board. The Board may from time to time as circumstances dictate, formulate, interpret, adopt, make, alter and amend the NCR for the proper advancement, management and administration of CAMS, the advancement of the Objects and motor sport as it thinks necessary or desirable. The NCR must be in conformity with the Code and must be consistent with this Constitution. The NCR are binding on all Members and State Councils.

(b) The Board may from time to time as circumstances dictate, formulate, interpret, adopt, make, alter and amend Regulations for the proper advancement, management and administration of CAMS, the advancement of the Objects and motor sport as it thinks necessary or desirable. Such Regulations must be consistent with this Constitution and the NCR. Such Regulations are binding on all Members and State Councils.

(c) The Chief Executive Officer shall bring to the notice of the Board, Members and State Councils all NCR and Regulations and any formulation, interpretation, amendment, alteration and repeal of them. State Councils shall be obliged to draw such notices to the attention of Members in their State Council areas. Notices are binding upon all Members.

(d) All rules and regulations of CAMS in force at the date of the approval of this Constitution (including existing NCR) shall continue in force under this Constitution until amended or repealed by the Board. All such rules and regulations are subject to, and are to be interpreted in accordance with, this Constitution.