The name of the Club is:- TOYOTA LANDCRUISER CLUB OF AUSTRALIA (SA) INC. and it shall hereafter be referred to as " The Club".

2. HEADQUARTERS.

The headquarters of The Club shall be defined as - District "A" of the Motor Registration Division.

3. OBJECTS.

3.1 To provide a common meeting place for people with similar interests in four wheel driving.

3.2 To encourage and promote family orientated recreational activities ( in particular into areas inaccessible to other forms of transportation), organize Club trips which includes activities such as bushwalking, photography, caravanning, bird watching, fossicking, fishing and camping etc.

3.3 To actively support the conservation of the natural environment and to liaise with the controlling authorities.

3.4 To foster members' knowledge of the nature of the land traversed and its conservational requirements and management.

3.5 To conduct meetings whereby members may gain knowledge in vehicle handling, equipment, navigation, minimal impact camping, travel safety, care and maintenance of their vehicle, equipment and the environment.

3.6 To facilitate the purchase of equipment for the members' benefit.

3.7 To maintain access to public lands, public road reserves and public access routes. To undertake campaigns to maintain this access which are consistent with conservation of natural resources.

3.8 To promote responsible multiple use of public lands.

3.9 To promote the requirements and benefits of 4WD touring amongst land management agencies.

4. MEMBERSHIP.

4.1 Membership shall be defined as either :-
a family membership which includes husband and wife and any dependant children under the age of 18 years living with parents,
or two single adults,
or a single membership.

4.2 Membership of The Club shall be open to any person or persons interested in the furtherance of the objects of The Club, provided that the representation of Toyota Landcruiser owners is at least two-thirds of the current membership and that the current membership does not exceed 300, but such limitations shall exclude:-
a. Life Members
b. Honorary Members
c. Persons previously dependants of financial members
d. Persons who are financial members of any club, accepted in accordance with 4.10
e. Interstate and overseas members
f. Financial members wishing to transfer membership from a Branch, provided that adequate proof of residence away from the Branch zone can be provided to the committee.
(Amended June 2002)

4.3 All applications shall be in writing and in such form as the Committee shall determine.

4.4 Persons eligible for membership due to any membership vacancy shall have their names displayed on The Club notice board at a General Meeting. Any objection to such persons being accepted as members shall be in writing, with reason for the objection, and handed in to the Secretary at that General Meeting. Any such objection shall be considered by the Committee.

4.5 All applications shall be approved by the Committee.

4.6 Persons not eligible for membership because of membership limitations shall have their applications placed on a waiting list and shall be given written notice of any membership vacancy that may occur. Such persons shall be given 21 clear days to accept the membership invitation and if such persons fail to respond to or reject such invitation, the application shall be removed from the waiting list.

4.7 Membership applications on the waiting list shall be processed in order in which they are received.

4.8 Life Membership may be recommended by the Committee and conferred by at least a two thirds majority of members voting at an Annual General Meeting. Notice of recommendation for Life Membership shall be given with the notice of the Annual General Meeting. Life members shall be entitled to all Club privileges, without payment of fees.

4.9 Honorary Membership may be recommended by the Committee for any person or organization which the Committee feels can assist in the objects of The Club. Such recommendation shall be publicised with notice of a General Meeting and can be conferred by a two thirds majority of members voting at the General Meeting. Honorary Members shall be entitled to all Club privileges for the remainder of the financial year without payment of fees. Honorary Membership granted to a financial member shall not preclude such member from voting rights.

4.10 At the discretion of the Committee, Reciprocal Membership will be extended to any financial member of any club whilst such member is visiting or residing in South Australia. The period of Reciprocal Membership shall be at the discretion of the Committee. Reciprocal Members shall be entitled to all benefits, facilities and privileges in the Club but shall not be eligible to vote or hold office in the Club.

4.11 The membership year shall be defined as from 1st June until the 31st May each year.

4.12 Any current financial member can request that their membership is made inactive for a period of one year due to their absence and inability to take part in club activities. The member’s status will revert to normal once they pay their subscription for the following membership year without having to pay any form of joining or late fees. While the members’ status inactive, they do not have any rights of membership. Applications for inactive status have to be received before 31st May for the next membership year.

5. SUBSCRIPTIONS.

5.1 The joining fee for each financial year shall be recommended by the outgoing Committee and determined by the members at each Annual General Meeting.

5.2 Annual subscriptions shall be recommended by the Committee and determined by a two thirds majority vote of members voting at each Annual General Meeting.

5.3 Annual subscriptions for members living outside The Club Headquarters shall be recommended by the Committee and determined by the members at each Annual General Meeting.

5.4 The joining fee and subscription shall be payable by persons accepting membership invitations at the time of their acceptance.

5.5 Persons joining during the financial year shall be charged a proportion of the Annual Subscription.

5.6 Any membership not renewed by the 31st of July following each Annual General Meeting shall lapse and a new application for membership shall be required before re-entry to The Club can be considered, unless prior written notice of absence is given to the Secretary with all fees payable at the current rate, and stating the expected period of absence.

5.7 No subscription or portion of any fee shall be refundable.

6. MANAGEMENT.

6.1 The management of The Club shall be vested in the Committee, which shall have the full power to act in the name of The Club and shall have full control over the assets of The Club.

6.2 The Committee may prepare By-laws and Rules to regulate the functioning of The Club and may alter such By-laws and Rules as it sees fit and recommend such changes to a General Meeting for their approval.

6.3 If any question arises which is not provided for in this Constitution, such question shall be determined by the Committee.

6.4 The Committee may from time to time for such reasons as it may think fit, appoint 2 or more members of The Club as a Sub-committee and may delegate to any such Sub-committee any of its powers (including voting rights), and may revoke at any time such appointment or delegation.

6.5 All office bearers shall be and act in an honorary capacity.

7. COMMITTEE.

7.1 The Committee shall be elected at an Annual General Meeting and shall hold office until the next Annual General Meeting.

7.2 The Committee should consist of the President, Immediate Past President, one Vice President, Secretary, Treasurer and a minimum of five other Members of The Club.

7.3 The whole of the Committee and all Sub-committees shall retire at the next Annual General Meeting and shall be eligible for re-election.

7.4 Any member of the Committee failing to attend three consecutive Committee Meetings without leave shall cease to be a member of the Committee.

7.5 A Committee position shall be deemed to be vacant if such person in the position is not a financial member as at the 31st of July.

7.6 Any Committee or Sub-committee position vacated during the year shall be filled by the Committee and the member appointed shall hold office until the next Annual General Meeting.

8. COMMITTEE MEETINGS.

8.1 The Committee shall meet at least once in every month.

8.2 At all Committee Meetings the President shall be the Chairperson or in the absence of the President, the Vice-President, or in the absence of the Vice President, such other member of the Committee as appointed by a majority of the Committee Members present.

8.3 At all Committee Meetings each Committee Member and nominated Sub-Committee Members (empowered to vote as per section 6.4 of this Constitution), shall have one vote and in the event of equality of votes, the Chairperson shall have a second or casting vote.

8.4 Any financial member of The Club may attend any Committee Meeting.

8.5 Persons who, in the opinion of the Committee, may be of assistance to them in a professional and technical or skilled manner, may be invited to attend Committee Meetings, but such persons shall not be entitled to vote as a member of the Committee.

8.6 Minutes of the proceedings of Committee Meetings shall be kept, and shall be open for inspection by any member of The Club.

9. GENERAL MEETINGS.

9.1 General Meetings of The Club may be convened at any time by the Secretary upon being requested to do so by the Committee.

9.2 At least 7 days notice of General Meeting shall be given to each financial member by posting a copy of the notice to the member's address.

9.3 A notice of meeting shall state the time, place and nature of the meeting.

9.4 At all General Meetings the President shall be Chairperson or in the absence of the President, the Vice President, or in the absence of the Vice President, such member as is appointed by the Committee.

9.5 At all General Meetings voting shall be by a show of hands or, if requested by any member, by ballot. In the event of an equality of votes the Chairperson shall have a second or casting vote.

10. ANNUAL GENERAL MEETINGS.

10.1 The Annual General Meeting shall be held not later than the 31st of May each year.

10.2 A notice of the Annual General Meeting shall state the time, place and the business to be transacted.

10.3 At each Annual General Meeting:-
a. The President shall chair the Meeting or in the absence of the President, the Vice President, or in the absence of the Vice President such member as is appointed by the Committee.
b. The Treasurer shall submit a duly audited financial statement and balance sheet as at the end of the Club Financial Year.
c The Auditor or Auditors shall be elected.
d. The Committee shall be elected.
e. The joining fee and annual subscriptions shall be determined.

11. QUORUM AT MEETINGS.

11.1 At General Meetings and Annual General Meetings a quorum shall be 20% of the membership.

11.2 At Committee Meetings a quorum shall be 50% of the Members of the Committee.

11.3 If within 30 minutes from the time appointed for any meeting (whether Annual General, General or Committee) a quorum is not present, such meeting shall stand adjourned for a period not exceeding 14 days and not less than 2 days and those present at an adjourned meeting shall constitute a quorum to determine the place and date of the adjourned meeting.

11.4 At Committee Meetings where disciplinary motions are voted on a quorum shall be 75% of the Members of the Committee.

12. VOTING RIGHTS OF MEMBERS.

12.1 At all General Meetings and Annual General Meetings, each member, excluding dependent children under 18 years of age, and not in arrears with subscriptions or any other amount due to The Club shall be entitled to one vote.

12.2 Signed absentee votes will be accepted by the Secretary prior to the commencement of each meeting provided the member's wishes are clear and specific to issues being considered at such meeting.

13. ELECTION OF COMMITTEE.

13.1 Nominations to be in any written manner however preferred nomination forms for the election shall be made available at the March, April and May General Meetings.

13.2 All nominations are to be signed by the proposer, seconded and endorsed by the candidate with consent to act if elected and forwarded to the Secretary in time to be displayed at the General Meeting immediately prior to the Annual General Meeting.

13.3 The nomination shall specify the position for which the candidate is nominated.

13.4 All candidates must have attended a minimum of 3 of the 6 General Meetings immediately prior to the Annual General Meeting to be eligible for election or have been granted leave of absence from such meetings.

13.5 A separate nomination is required for each position and preference shown by the candidate for any other position.

13.6 In the event of only one written nomination being received by the Secretary by the time the Chairperson opens the Annual General Meeting, the Chairperson shall declare those nominated for such positions elected unopposed unless any member has an objection to such election.

13.7 If more than one written nomination is received for any position a ballot shall be held for all such positions.

13.8 If all positions are not filled by written nomination and subsequent election, the Chairperson shall accept verbal nominations, duly seconded for the vacant positions, accepted by the candidates and if necessary such positions shall be determined by ballot.

13.9 In the event of a full Committee not being elected at an Annual General Meeting those elected shall have the power to fill such vacant positions and such members shall hold office until the next Annual General Meeting.

14. FINANCIAL YEAR.

The Financial Year of the Club shall conclude on the 30th day of April each year.

15. PUBLIC OFFICER.

The Public Officer shall be the Secretary. The duties of the Public Officer shall be as required by and pursuant to the provisions of the Associations Incorporations Act 1985 or as amended. Any change of the Secretary shall be notified to the Registrar of Companies in accordance with Associations Incorporations Act 1985 or as amended.

16. BRANCHES.

16.1 Application to form a Branch shall be submitted in writing to the Committee at least 60 days prior to an Annual General Meeting. With the approval of a two thirds majority of members voting at the Annual General Meeting, a Branch of The Club may be formed within 12 months using the Constitution and By-laws and Rules of The Club as determined from time to time.

16.2 Any Branch of The Club shall be incorporated.

16.3 The zoned area of a Branch, the Branch Headquarters, and the official name of the Branch shall be recommended by the persons wishing to form such a Branch and shall be adopted after approval by The Club Committee.

16.4 A Branch shall be managed by a committee empowered to make and publish, alter or repeal any Club By-laws applicable to any specific requirement of their zoned area. Any such By-law must not conflict with any existing By-laws of The Club nor be inconsistent with this Constitution.

16.5 All Branches of The Club shall be accountable to The Club in all aspects of their operation.

16.6 All Branches shall supply audited accounts of the Branch at the end of their financial year to The Club.

16.7 A Branch Committee shall be of a size determined by the Branch members.

16.8 All joining fees and subscriptions from members of a Branch shall be payable to that Branch.

16.9 Financial members of The Club or any Branch of The Club who are living within a zoned area of a Branch may at any time transfer membership to the Branch in the zoned area.

16.10 Dissolution of a Branch shall be under the jurisdiction of The Club and all assets and funds held by the Branch shall be transferred to The Club.

17. CLUB FUNDS.

The funds of The Club shall be banked or invested in the name of The Club. The accounts shall be defined as the principal accounts of The Club and other subsidiary accounts of The Club eg. Social Committee funds. The principal accounts shall be operated by the President, Vice President, Treasurer and Secretary, any two of whom shall sign conjointly. Other subsidiary accounts shall be operated as directed by the Committee.

18. NON-PROFIT CLAUSE.

The assets and income of the Club shall be applied solely in furtherance of its objectives and no portion shall be distributed directly or indirectly to its members except as bona fide compensation for services rendered or expenses incurred on behalf of the Club.

19. ACCOUNTS.

All accounts for payment shall be presented to the Committee for approval.

20. MEMBER RESPONSIBILITY.

It shall be the responsibility of each member of The Club to inform the Committee of any change of residence, change of vehicle and any other information relevant to the keeping of accurate membership records.

21. MEMBER CONDUCT.

All complaints will be handled according to the Club’s Complaints Handling Procedures. If the conduct of any member, in the opinion of the Committee, has breached any rule or regulation of The Club, such member will be called upon to be present at a nominated Committee Meeting to explain such conduct. If after consideration the majority of members present at such a Committee Meeting consider the member has breached a rule or regulation of The Club, the Committee may caution, suspend or expel such member. The decision shall be notified in writing to the member concerned. The Committee shall notify the Club members present at the next General Meeting of their decision. Any member so penalised who defended their position at a committee meeting shall have the right to appeal to a General Meeting. At the General Meeting a majority of those members voting shall be required to confirm or reject whether the member breached a rule or regulation. If the members vote that the member breached a rule or regulation, a majority of those members voting shall be required to confirm or reject the penalty. The members voting on the penalty will select from all the penalty options, where the penalty imposed will be the penalty selected by the most members. If the members vote that the member did not breach any rule or regulation, the penalty on the member shall be rescinded.

22. AUDIT.

The Auditor or Auditors shall examine all accounts, vouchers, receipt books etc and shall furnish a report thereon for each Annual General Meeting. Audits shall be conducted at the end of each Club Financial Year.

23. AMENDMENT OF CONSTITUTION.

This Constitution may be amended at any General Meeting of which at least 14 clear days in writing specifying the proposed amendments has been given to each member. Any such amendments shall require at least a two thirds majority of those members voting.

24. DISSOLUTION.

The Club shall be dissolved in the event of the membership being less than 4 members or upon a two thirds majority of members voting at a meeting convened to consider such question. Upon dissolution, the amount which remains after such dissolution and the satisfaction of all debts and liabilities, shall be paid and applied by the Committee in accordance with their powers to any fund, institution or authority, which is a non-profit organisation.