Pajero 4WD Club of Victoria

Every Event an Adventure

Review of Club Rules

  • As an Incorporated Association the Club must have rules that comply with the requirements of the Associations Incorporation Reform Act (Vic) 2012 (“the Act”).

    The legislation provides Model Rules for an incorporated association. The Model Rules can be a) adopted by the association as a whole; b) used as a template and adapted as required; or c) not used at all, providing the requirements of the Act are met.

    The current Club rules that were accepted by the Club in 2013 are adapted from the Model Rules.

    The Committee has undertaken a review of the Club’s rules and now proposes a number of changes to the existing rules.

    The review has identified suggested changes in the following broad categories:

  1. Changes to update for modern technology.
  2. Changes to align the rules with Club practice.
  3. Re-introduction of some parts of the Model Rules previously omitted.
  4. Some finance related changes.
  5. Changes to remove errors or confusing parts of the existing rules.
  • Most changes will not alter the way the Club operates, with the following exceptions:

  1. Electronic voting for Committee positions in advance of the AGM will be available if the Committee considers it appropriate.
  2. The financial year is being moved forward 2 months.
  3. The quorum at general meetings is being reduced from 15% to 10% in line with the Model Rules.
  • The following documents are provided for members to consider the rule changes:

  1. Summary of what has changed and why
  2. Proposed Changes - Marked up Copy (includes changes from feedback set out below)
  3. Proposed Changes - Clean Copy (includes changes from feedback set out below)
  4. Existing rules (note front page says Draft, but these are the rules lodged with CAV).
  5. Model rules

Please read the above documents, and in particular the Summary document in conjunction with the proposed changes before providing feedback. Also have a look below to see if your issue or question has been addressed already. Please provided feedback to the Treasurer, Ian Fieldhouse (email, phone 0414 798 800).

Feedback and questions received is set out below so all Club members can see what the response has been and provide clarification as required.

It is anticipated that the Committee will conduct a Special General Meeting as part of the May 2022 club meeting to put a proposal to the Club to adopt the new rules. 

Club Feedback

The entries below are mostly cut and paste from emails received from members. Response is shown in italics following each question. The questions are in the order of the rules they relate to.

Rule 2 (1): I don’t think chucking the word ‘sport’ in there solves the issue. Has the Club received technical tax advice on this?

The change has been made not as a solution, but rather a reflection of the determination of the Committee. Discussion has been had with the Club's auditor and a tax accountant involved with 4WD Vic amongst others.

Rules 2-7 and 2-8 Purpose: I believe that these are too loose. Not the current committee, but people have a tendency to want to support something and then retro-justify the expenditure by invoking 2-7 or 2-8. I’d like to see more deliberative guidelines for spending funds.

This is something perhaps better dealt with by policy.

Rule 2(8) seems too broad. Maybe insert ‘appropriate’ manner

Not sure "appropriate" adds anything to promoting the Club. If the Committee decide something is appropriate then it would be so. If the Club is unhappy with the Committee's approach the remedy is to vote in a new Committee.

Part 3 – this heading looks incorrect. And Member’s could be omitted (Members’ would be correct but not necessary)

Agree  - error in re-creating original rules - removed apostrophe and added comma as per current rules.

Rule 4 absolute majority. The word ‘absolute’ will be mis-understood and maybe could be explained. My take is that a tied vote followed by a favourable casting vote from the Chair will get a motion over the line.  I thought that an absolute majority was 50% plus one vote perhaps suggesting that a 6-6 vote in a committee of 12 fails. Also, an absolute majority, I think, means of all people eligible to vote.

Absolute majority is only relevant to the Committee (see rules 61and 65) and is only relevant where an urgent meeting is called with less than the required 7 days notice. In these circumstances the absolute majority means half the elected Committee is required to pass a resolution. That is we have 13 Committee members. Where there is an urgent meeting and only 8 members can attend, any vote requires 7 to pass.

Rule 9(1): Categories of Member: Nowhere can I see that Full Member includes a spouse or partner and yet Rule 13(2)(b) refers to ‘Family group’(undefined), so, what is the status of a spouse or partner

The redrafting means, as far as being a Club member goes, spouses / partners are independent members. Practically this does not change anything for individual members, but removes the confusion identified in the question - is a spouse / partner a different type of member. This makes it clear that each individual is a member. 

The issue of fees is separate and the change to Rule 13 explicitly allows the Committee to charge different membership rates for different reasons. Family group is deliberately left undefined to provide flexibility, keeping in mind the Rules provide a high level framework and do not seek to codify every aspect of the running of the Club.

Rule 9(4): As a member I would want to know what organisational membership is all about. Notes attached to the proposed changes need to cover everything change so that all is understood.

The intention of the Committee is to be able to offer organisations (most likely sponsors) who have supported the Club an honorary membership, which may enable the organisation to send employees on trips in a limited manner. Details would be dealt with on a case by case basis. As drafted this would be required to be reviewed annually.

Rule 9. (5). Temporary Member: Are they entitled to attend meetings as a temporary member, not a visitor (given that they have reached their
limit on visits), up until the time they participate in the specified club activity?

As drafted Temporary Members are not entitled to attend anything other than the specific event Temporary Membership is applied for. Given we happily accept visitors this would not appear to be an issue. The Rules are about individual members rights - there are no rights for Temporary Members under the Rules.

Rule 10. I believe that provision should be continued with written applications as well as online applications, or at least having the provision for the online form to be printed, compiled and mailed to the clubs PO box. Not everyone in the community is using computers or is computer literate.

The rule as drafted allows the Committee to set any form of application and if someone contacted us requesting a written application this could be managed, however there has been a massive saving for the membership secretary using Wild Apricot to manage the membership applications and records, hence it is something that should be the exception rather than the rule (and we do make the exception for several members who do not have email.)

Rule 13. Setting of different fees levels for members. If this has been current practice, from where did this originate? This is contrary to existing rules and as such should not have been happening. Rules should not be amended to give cover to previous errors of administration.The creation of interstate and remote memberships would need very careful consideration as yes, it expands the reach of the club, but also needs caution on the basis of affilation fees (eg. to FWD Vic)

Changing the rules affects the future and is not retrospective. Like many things however it is a matter of interpretation.  The current rules states the Committee shall determine the amount of the annual subscription without saying whether different levels can or cannot be charged. The change is simply making it explicit that this is possible and removing the very question you are asking.

Rule 13. (4). A member’s rights are suspended due to non-payment of the annual subscription. Apart from the rights in 14. General Rights of
Members, other rights that come to mind are the right to run or participate in trips. What other rights are suspended, and in particular, should the rules state they are to be notified that specified rights have been suspended?

The Rules tend to focus on governance issues rather than day to day activities of the Club, such as trips - it should be noted there is no reference to trips in the Rules. However the right to participate in the Club's activities would be viewed as an implicit right. 

Regarding notification, practically members are sent their subscription dues notice with a due date on it. It is a members responsibility to understand that if they do not pay on time their membership will be suspended (see Rule 10(1)(c)), and therefore not reasonable to place this burden on the Club. Will suggest to the membership secretary that information be included in subscription notice of when Wild Apricot access is suspended.

Rule 14. General Rights of Members*. Nowhere in this rule, or any other rule, does it grant a member the right to make a submission to the committee for consideration. The implication of this rule appears to be that, if a member makes a submission it is to be voted on by the general meeting, taking it out of the hands of the committee, which might not be appropriate. Further to this, if a member makes a submission, to either the committee or the club in general, there does not appear to be the right to speak to the submission, either before the committee or the general meeting. A member who makes a submission should be given the right to speak to that submission if they so desire. Further to this, a member who makes a submission to the committee, through the Members’ representative, should be given the right to speak to the submission before the committee. Once the committee receives a submission through the Members’ representative, an invitation should be given, to the member making the submission, to speak to the submission before the committee. The member should also have the right not to speak to the submission upon receiving an invitation to speak. The member does not deserve to be ignored.

This rule is about Member's rights and such rights are at a high level, hence the focus on general meetings. Specifically rule 14(1)(c) gives a member the right to attend and be heard at general meetings, hence a member can make a submission and talk to it at a general meeting.

In relation to the Committee, members do not have a right to be heard by the Committee - think of this as being a shareholder and having the right to make a submission to the board - the Committee is empowered to manage the business of the Club (rule 42(1)). If they were obliged to hear members everytime a member wanted to be heard this could make the running of the Club impractical.

Practically a Committee acting in good faith would consider any written submission from a member, and where the Committee considered it appropriate can ask the member to speak to the Committee, but as a matter of efficiency this should be at the Committee's discretion not the members.

Where a member is unhappy with the actions of the Committee, a request for a Special General Meeting can be made under rule 32.

Rule 14(2): needs to be fixed, as it implies that all members are entitled to vote. Perhaps it should start off with: ‘If a member is entitled to vote they may do so if- .........

The rule should not be read in isolation. Rule 9 clearly states the categories of member entitled to vote (Full and Life). However to assist clarity a subrule has been inserted as follows:

(a)            they belong to a category of member entitled to vote (see Rule 9); and

Rule 17, you should be able to resign by email to the Membership Secretary.

Rule 75 deals with how Notice can be given and includes email where the Committee considers it appropriate. Addition made to the Note on this Rule to identify email is possible.

Rule 18(1). I don’t believe that in the register of members, it should be a case of address OR email address held for members. In my opinion it should be both. Regardless of the modern electronic era, the address is the remains as the primary communication indicator (all be it a PO Box number). This is still the general approach to most other organisations that we deal with in society.

Pleasingly the Club and Committee currently takes the approach that we only store necessary information (for example we do record birth dates). The practical reality is we communicate with 99% of members by email including the sending of formal notices. We do provide for the small number of members without email. In these circumstancesit is up to the member what form of communication they wish the Club to use.

Part 3 Division 2 – Disciplinary Action. This whole Division is worded on the presumption of guilt by stating that written notice is to be given to a member that disciplinary action is to be taken. There is no provision for the presumption of innocence. The passage is too harsh, too threatening and antagonistic and could foster bad feelings in the member, unnecessarily. The member should be invited to a hearing because “an observation, adverse comment or complaint has been made against the member, and that the committee intends to investigate and invites the member to a hearing.” or words to that effect. Depending on the outcome of the hearing, the committee should only then consider what action, if any, may be necessary. This passage can be softened considerably, removing the initial presumption of guilt, without diminishing its intent or meaning.

First it should be noted there is no proposed change to this Division and it is the same as provided in the Model Rules.

The key to understanding the division is in the first line of Rule 19 - "The Club may take disciplinary action against a member in accordance with this Division if it is determined that the Member ......"

Further Rule 20 states "If the Committee is satisfied that there are sufficient grounds for taking disciplinary"

As such the enquiry suggested will already have taken place prior to the Committee convening a disciplinary subcommittee.

Rule 19. (a). Many members fail to comply with the club rules, inadvertently. The rules change periodically and often take time to catch up with. Obviously, that is no reason for disciplinary action. Therefore, should the word “/failed/” be changed to “/deliberately neglected/”?

There is very little that a member does that would not comply with the rules - I can't think of anything that the Rules oblige a member (as opposed to a Committee member) to do, hence to not comply with the rules probably requires an action by the member as opposed to an inadvertent failure - remembering the Rules are a high level framework. An important principle is that disciplinary action should be proportionate and also under 22(2) the response is quite limited.

Rule 28. (2). Should the clause read “The mediator must not determine the /_outcome of the_/ dispute.”?

The wording of the model rule is appropriate - the point is the mediator is there to mediate not to make a decision - the parties need to come to a decision or escalate the dispute.

*PART 4-GENERAL MEETINGS OF THE ASSOCIATION*. There appears to be no definition under clause 4. Definitions In These Rules, of the term “Association”. In relation to General Meetings of the Association, should that mean General meetings of the Club? Under Definitions, the Club is not defined as an Association.

Agreed. Heading amended.

Rule 30(1): I’ve always been of the opinion that holding AGM’s within 5 months of end of year doesn’t allow enough time if something goes wrong. If the AGM needs to re-convened it would likely need to be within the 30 days remaining before the annual return needs to be lodged with Consumer Affairs

Section 63 of the Act requires the 5 month timetable and as such the rule simply repeats that requirement. While we could change the time to be shorter we can not change such that the Rules conflict with the Act.

Rule 30-3-a: would it be possible to approve the Minutes of the AGM at the next monthly meeting? It seems unusual waiting one year to do this.

Monthly meetings are not formal meetings of the Club under the Rules, but rather are Club activities, therefore no ability to approve minutes. 

Rule 31-1 Am I correct that our monthly meetings are (now) special meetings?

No, monthly meetings are a Club activity like trips and do not constitute a general meeting under the rules, unless notice is specifically given for such a meeting. For approval of the Rules a Special General Meeting will be called, and no doubt will occur on the date of a Club monthly meeting.

33-1-c I think a disciplinary meeting is one of the general meetings so is 21 days; but says 14 days here.

Maybe there is a need to clarify AGM, Disciplinary meeting, special general meeting and general meeting. Unless general meeting is the umbrella term, then we might get to only three?

A disciplinary meeting is not a general meeting. All members are entitled to attend a general meeting (Rule 14(1)), whereas a disciplinary meeting is only attended by the disciplinary sub-committee and the relevant member. Notice requirements for the disciplinary meeting are given in Rule 21.

Maybe there is a need to clarify AGM, Disciplinary meeting, special general meeting and general meeting. Unless general meeting is the umbrella term, then we might get to only three?

General meeting is an umbrella term for the AGM and a Special General meeting, not a disciplinary meeting.

Rule 33-1-b Doesn’t an AGM require 21 days regardless of voting methods?

No as per 33(1)(c), which was 33(1)(b), if there are no special resolutions then 14 days is required.

Rule 33(2)(d) Notice of General Meetings: I would have thought that the requirement to advise the names of the candidates would be a good idea.

The Notice of Meeting will be sent prior to nominations closing, hence it is not possible to include the list of candidates at this time.

Rule 34(7): What does ‘received by the Club .....’ mean? How can that be verified? I reckon it should say ‘received by the Secretary ......’

This rule is dealing with the time frame of when a proxy must be received, not how it is received. Sub rules 5 and 6 deal with who the proxy should be delivered to.

Rule 36-2 should read members rather than membership?

Agree, amended to members which is consistent with model rules.

Rule 40 Determining Whether Resolution Carried: Much is made about Electronic Voting in Div 3 – Election of Committee and Tenure of Office. However, rule 40 doesn’t give guidance in determining whether a resolution is carried on other matters (such as special resolutions) if electronic voting is required

Election of committee positions and voting on motions at general meetings have different provisions. There has been no change to provide for electronic voting for resolutions (including special resolutions). As such these require a show of hands or a poll if demanded. Consideration perhaps should be given to requiring special resolutions only be passed where a minimum number of members can attend in person. At this stage no change is proposed.

Rule 44-j suggest calling this a Delegate to … (reversing cumbersome term)

Shall refer to the Committee

Rule 44-k is this a deliberate change from DTU to DEO?

No change has been made.

Rule 48-d, maybe reword; it is not the method that needs dual signoff, but the withdrawal of funds

Agree. Amended to "ensure any withdrawal funds from the account of the Club are authorised by at least 2 committee members."

Rule 48-3 this seems minimal, maybe say President and one other?

No change has been made, but will refer to the Committee.

Rule 51: I think it should start off with: After the annual report and financial statements of the Club have been received and considered (see Rule 30(3)(b)

Agree - words "and considered" added

Rule 53

– etc has no place in a formal document. Does it mean Executive, or Full Committee?

 - heading, doesn’t this mean election of committee members, or of committee?

This is as per model rules and "etc" is also included in some places in the Act. Note there is no such entity as the Executive under these Rules (current or amended)

It may be a matter of semantics but the committee is not elected - positions on Committee are elected

Rule 53-1 note: … but are able to vote prior to the meeting.

The note refers to a ballot election, which requires the member to be able to write on a piece of paper, hence the note. There would be no provision for voting prior to the AGM during a ballot, as it would be unknown whether a ballot was required. Added to the the note the text "but may provide a proxy for this purpose."

Rule 53(1): The note says members attending the annual general meeting by use of technology are unable to participate in a ballot. Could this destroy the Quorum?

Rule 36(2) states a quorum is based on the number of members present - either physically, by technology or by proxy. As such the inability of members attending by technology to vote in a ballot would not affect the quorum. The note has been included to alert members to this practical issue and as above the option of providing a proxy is available to members. Further this issue is one reason why electronic voting has been included, so elections can be participated in by all members wherever they are.

Rule 57-1 … including by email

Agree - added "(including by email")

Rule 60-2, may not be necessary, and almost confusing.

Disagree. Suggest current practice is to inform the Committee meetings are on the 4th Wednesday of the month in each month except December and January. Provides flexibility and is part of model rules.

Rule 65-3, I think that ‘absolute majority’ here means half of all the committee plus one (rather than half those present). I am not sure everyone will interpret this the same way in three years time though.

You are correct in saying an Absolute Majority is half of the entire committee (currently 7). The definition in Rule 4 makes this clear.

Rule 66-2-note, end. Note this general meeting is probably a general meeting of the Club, so it is a special meeting because it is not an AGM or disciplinary? I don’t think that it is meaning a ‘general committee meeting’?

There is no such thing as a general meeting of the Committee, therefore it can only be of the Club. Such an issue could be dealt with at either the AGM or a Special General Meeting. Timing would be the key, namely if the AGM wasn't too far away, the issue could be put to the Club at the AGM, hence the use of general meeting.

Rule71-3 do we say who should keep records of previous years?

Rule 71-2 requires the Club to keep 7 years of records. Rule 71-3 is only referring to what the Treasurer must keep in their custody.

Rule 74 – is it necessary to advise Corporate Affairs of a change of address…say so here?

This is an obligation pursuant to section 28(3) of the Act, hence not required in the Rules.

Rule 76-3 a PDF copy of Rules on the public website will suffice

Agree, however the Rules are silent on the format of the Rules, hence our manner of making the Rules available to members at all times is compliant with this rule

Safety, accident reporting, learning and recording

My opinion is that the existing 2014 Rules and ensuring conduct did not quite reflect community and regulatory expectations of a club with respect to its safety. Six years on I think that we are well off the pace and rely a little too much on the care and expertise to our driving leaders. Without doing away with comments on safety in DTU courses, Procedures or Policies, I think some higher-level requirements should enter the rules.

  • 1.     Accidents need to be reported to the Committee
  • 2.     Committee needs to keep a register of accidents and subsequent responses including learnings, changed practices and training.
  • 3.     Committee needs to report accidents to General meeting (maybe via Membership repot, or DTU).
  • 4.     Accident statistics are available to members by asking the Committee.
  • 5.     Are the Rules the place to allocate these responsibilities?

Will refer to the Committee.

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