Constitution

Constitution of MotorSport New Zealand Incorporated

1.

Name:

The name of the organisation shall be "MotorSport New Zealand Incorporated" referred to in this Constitution as "MotorSport".

2.

Registered Office:

The registered office of MotorSport shall be at such place as determined from time to time by the Executive.

3.

Objects:

The objects of MotorSport are to:

3.1 encourage participation, promote and administer the various sports involving automobiles with four or more wheels ("automobile sport")
3.2 arrange and control competitions for automobile sport in New Zealand
3.3 determine records and awards for such competitions
3.4 determine, publish and enforce the rules or National Sporting Code for automobile sport in New Zealand
3.5 be the New Zealand member of the Federation Internationale de l'Automobile ("FIA") and as such, enforce the rules and regulations of FIA in New Zealand.
3.6 provide and market information, advice and resources to its members
3.7 service the needs and requirements of members, supporters and sponsors of MotorSport
3.8 act in good faith and loyalty to ensure the maintenance and enhancement of MotorSport New Zealand and motorsport, its standards, quality and reputation for the collective and mutual benefit of the member clubs and motorsport.
3.9 at all times operate with, and promote, mutual trust and confidence between MotorSport New Zealand and its member clubs in pursuit of these objects.
3.10 at all times to act on behalf of, and in the interests of, the member clubs and motorsport.
4.

Powers:

To further its objects, MotorSport shall have the power to:

4.1 invest, borrow or advance monies, with or without securities and to execute mortgages over any property of MotorSport or issue debentures as securities for the repayment of any such monies;
4.2 receive subscriptions, grants and funds;
4.3 employ staff and engage the services of appropriate people and organisations to assist and advise MotorSport;
4.4 join, contract, engage or make arrangements with any other person or organisation;
4.5 discipline its members, office bearers, President d'Honneur, Member d’Honneur and/or other appointed or elected personnel;
4.6 establish committees and delegate its powers to those committees;
4.7 determine policies and procedures to effectively administer MotorSport;
4.8 subject to FIA approval determine rules to control automobile sport;
4.9 acquire, sell, lease or otherwise deal with facilities and property as required;
4.10 register and licence individuals, clubs and organisations to participate and arrange competitions and events for automobile sport;
4.11 establish an interest in corporate or other entities to carry on and conduct all or any part of the affairs of MotorSport and for that purpose, to utilise any of the assets of or held on behalf of MotorSport;
4.12 be a member, affiliate or be associated in any other way with any organisation which has objects which are similar, in whole or in part, to the objects of MotorSport;
4.13 print and publish any newspapers, periodicals, books or leaflets and develop and implement any computer systems or software packages that MotorSport may consider desirable for the promotion of its objects;
4.14 produce, develop, create, licence and otherwise exploit, use and protect its intellectual property;
4.15 purchase or otherwise acquire all or any part of the property, assets and liabilities of any one or more companies, institutions, incorporated societies or organisations whose activities or objects are similar to those of MotorSport or with which MotorSport is authorised to amalgamate or generally for any purpose designed to benefit MotorSport;
4.16 do any other acts or procedures which further the objects of MotorSport.
5. Membership:
5.1 Membership: MotorSport's membership shall comprise of clubs who are interested in automobile sport and who are accepted by MotorSport as its members (called "member clubs and associate members").
5.2 Application for Membership: A club or organisation which is interested in automobile sport and which is an incorporated society may apply to MotorSport to be a member. Such application must be in writing, be approved by a majority of the Executive, and accompanied by a subscription, under rule 13 of this Constitution.
5.3 Effect of Membership:
5.3.1 A member club and an associate member of MotorSport must recognise MotorSport as the national governing body for automobile sport in New Zealand and observe and comply with the National Sporting Code of MotorSport, the Constitution of MotorSport, the By-Laws, any policies and procedures determined by MotorSport, the rules of FIA, the International Sporting Code of FIA and any directions or decisions of MotorSport or persons or organisations authorised to make those decisions by MotorSport.
5.3.2 An associate member shall not have such rights and privileges that a member club has but shall have such rights and privileges as set out in this Constitution and the By-Laws.
5.3.3 Member clubs and associate members may only make or receive any pecuniary gain under or by the activities of MotorSport as permitted by the Incorporated Societies Act 1908, and any amendments.
5.4 Termination of Membership:
5.4.1 A member club or an associate member may resign by giving twenty one (21) days notice in writing to the Executive, provided that such member club has satisfied all debts outstanding to MotorSport.
5.4.2 Membership may be terminated by resolution of a two thirds majority of the Council members present. Before any such resolution is made the member club or associate member concerned shall be given at least twenty one (21) days notice and shall have the right to be heard at such meeting at which the resolution is proposed.
5.4.3 Membership will be terminated if subscriptions, levies or fees are not paid pursuant to rule 13.4 of this Constitution. Before such termination can occur, MotorSport must give the member club or associate member seven (7) days notice specifying the payment due and requiring receipt of the payment by the expiry of those seven (7) days.
6. Council:
6.1 Composition: The Council is the governing body of MotorSport. It consists of the office bearers of MotorSport, and one delegate from each member club.
6.2 Meetings: The Council shall meet at the Annual General Meeting of MotorSport. It may also meet at any other time that a general meeting is called pursuant to this Constitution. The chair of any meeting of Council shall be the President of MotorSport or in their absence, one of the Vice-Presidents elected by the Executive, or in their absence, an executive member elected by Council at the meeting.
6.3 Delegates: Each member club shall elect or appoint a delegate to attend Council meetings as a representative of the member club. Such appointment must be notified to the office of MotorSport no later than forty five (45) days before a general meeting. The appointed delegate may be replaced with another delegate at any time provided the office of MotorSport is notified in writing by the delegates' member club of such replacement. Member clubs who have not been elected or appointed in accordance with rule 6.3 of this Constitution may only attend as a delegate at a general meeting by a majority vote of Council members present. Associate members shall not be entitled to a delegate at Council meetings, but shall be entitled to nominate an observer who may attend such meetings, but who shall have no right to vote or make nominations. Associate members must notify the office of Motorsport of their nominated observer by no later than forty five (45) days before each Council meeting.
6.4 Powers: The Council has the following powers:
6.4.1 to govern the affairs of MotorSport
6.4.2 to implement as required the directions and decisions of the FIA
6.4.3 to elect the office bearers and other personnel of MotorSport
6.4.4 to establish advisory commissions, departments and other committees as it considers necessary to assist in the administration and functioning of MotorSport and automobile sport in New Zealand
6.4.5 to do all other things that it considers necessary to further the objects of MotorSport.
7. Executive:
7.1 Composition: The Executive shall consist of the President, two Vice-Presidents and three other persons, who are each members of a member club. (Collectively called "the Executive").
7.2 Election: The Executive shall be elected following nomination by at least one member club, in accordance with the By-laws, and the vote of a majority of the votes at a Council meeting.
7.3 Term of Office: Each member of the Executive shall have a term of office of two (2) years and then shall retire, but may be available for re-election. The expiry of the two year term shall occur automatically at the conclusion of the Annual General Meeting of the second year.
7.4 Vacancies: Any vacancy during the term of office of a member of the Executive may be filled by appointment by the Executive.
7.5 Meetings: The Executive shall meet at such places and times as it shall determine. The President or any three (3) members of the Executive may call Executive meetings as necessary. The chair of Executive meetings shall be the President or in their absence, one of the Vice-Presidents elected by the Executive. Department Chiefs may attend and speak at Executive meetings in accordance with the By-Laws, but shall not have any voting rights.
7.6 Powers: The Executive shall have the following powers:
7.6.1 to plan, manage and control the affairs of MotorSport
7.6.2 to plan, manage and control the finances of MotorSport
7.6.3 to appoint such sub-committees and specialist commissions as it deems necessary from time to time to assist it carry out its duties
7.6.4 to co-opt or engage the assistance of any persons or organisations to assist or advise MotorSport
7.6.5 to delegate such powers as it may deem necessary to employees or committees of MotorSport
7.6.6 to develop policies and procedures as it deems necessary
7.6.7 to develop and amend the National Sporting Code as it deems necessary
7.6.8 to appoint employees and fill any vacancies in any committees appointed by it
7.6.9 to determine the terms and conditions of employees, volunteers and any other persons rendering services to MotorSport.
7.7 Voting: All decisions and resolutions of the Executive shall be passed by a vote of a majority of Executive members present at an Executive meeting. Voting may be verbal, by show of hands, or secret ballot (if requested by any Executive member present). The Chairperson of the meeting shall have a casting vote. There shall be no proxy votes.
7.8 Quorum: At least half of the Executive must be present at a meeting of the Executive to constitute a quorum.
8. General Meetings:
8.1 Annual General Meeting: The Annual General Meeting of the Council of MotorSport shall be held no later than 31 May in each year.
8.2 Special General Meetings: A Special General Meeting of Council may be called at any time by a minimum of eight (8) member clubs or by the Executive.
8.3

Notice: Not less than three (3) months notice shall be given to all member clubs and associate members by the Executive of the date and place for the Annual General Meeting, the closing date for nominations of elections and items of business to be submitted.

On receipt of a request for a Special General Meeting by member clubs or the Executive, not less than twenty one (21) days notice must be given by the Executive of the date and place for the Special General Meeting and the item(s) of business to be discussed.

8.4 Agenda and Business to be discussed: The business which must be discussed at the Annual General Meeting includes the annual report, statement of annual audited accounts, items of business, elections, alterations to this Constitution, the National Sporting Code and By-Laws, as necessary. An agenda containing the business to be discussed at an Annual General Meeting together with a list of delegates and observers attending, shall be forwarded to all member clubs and associate members by no later than twenty one (21) days before the date of the meeting.
8.5 Voting: Each delegate of each member club present at a general meeting shall be entitled to one vote. Voting shall be by a majority of those present and entitled to vote, except for alterations to this Constitution and the appointment of a liquidator which shall be by a two-thirds majority. Voting may be by a show of hands or secret ballot, if requested by two delegates at the meeting. The chairperson of the meeting shall have a casting vote. There shall be no proxy votes.
8.6 Quorum: At least forty (40) or half of the delegates of member clubs (whichever is the lesser) must be present at a general meeting of the Council to constitute a quorum.
9. Office Bearers:
9.1 The office bearers of MotorSport shall be:
9.1.1 Patron
9.1.2 President
9.1.3 two Vice-Presidents
9.1.4 Executive members
9.1.5 Department Chiefs
9.2 Election: All office bearers, except for the Department Chiefs, shall be elected by a majority of the votes at a Council meeting. The Department Chiefs shall be appointed, as required, by the Executive in accordance with the By-Laws. Except for the Patron and the Department Chiefs, office bearers must be members of a member club and must not be employees of MotorSport.
9.3 Term of Office: The Patron shall have a continuous term of office until the position becomes vacant. All other office bearers, except for Department Chiefs, shall have a term of office set out in rule 7.3 of this Constitution. Department Chiefs shall have a term of offices determined pursuant to the By-Laws.
9.4 Indemnity: Every Office Bearer shall be indemnified by MotorSport against any liability (including costs) incurred by them in the discharge of any duty undertaken by them as an Office Bearer of MotorSport, to the extent of MotorSport's funds.
10. Positions of Honour:
10.1 The Executive may from time to time award either the title of President d'Honneur or Member d’Honneur upon a person(s) whom it considers has given distinguished service to automobile sport in New Zealand.
10.2 The title shall be held by such person(s) for their lifetime, until they resign or are required to relinquish it by the Executive as a result of a decision of the Judicial Committee or the National Court of Appeal.
10.3 A President d'Honneur may, by invitation, attend and speak at Executive and Council meetings, but shall not have any voting rights.
11. Discipline:
11.1 Any member club, associate member or office bearer of MotorSport who, in the opinion of MotorSport acts, or omits to act, in a way that is prejudicial to MotorSport or automobile sport generally, or brings MotorSport or automobile sport generally into disrepute, (called "misconduct") may be disciplined by MotorSport.
11.2 For misconduct which occurs during an event, competition, or meeting as defined in the National Sporting Code, the member or office bearer may be disciplined in accordance with the National Sporting Code.
11.3 Any other misconduct which is not dealt with under rule 11.2 of this Constitution may be dealt with by the Judicial Committee delegated that responsibility by the Executive.
11.4 Judicial Committee: The Judicial Committee shall consist of not less than three (3) persons appointed by the Executive annually. It shall have the power to hear and determine those matters set out in the National Sporting Code and impose the penalties set out in the Code. It may regulate its own procedure and must comply with the principles of natural justice.
11.5 Appeal: Any member club, associate member or office bearer who is disciplined by MotorSport has the right of appeal to the National Court of Appeal, and then to the International Court of Appeal, in accordance with the National Sporting Code.
11.6 Any member club, associate member or office bearer who is disciplined by MotorSport must first exhaust their appeal rights within MotorSport and FIA, if applicable, before seeking recourse to the courts of New Zealand.
12. Finance:
12.1 The financial year of MotorSport shall commence on 1 January and end on 31 December each year.
12.2 The finances of MotorSport shall be controlled and managed by the Executive, provided that it may delegate such responsibility to specified employees of MotorSport.
12.3 The Executive shall present to the Annual General Meeting an annual report and statement of audited annual accounts.
13. Subscriptions:
13.1 Each member club and associate member shall pay an annual subscription no later than 31 December each year. The amount of such subscription shall be fixed by Council.
13.2 The Executive may also require member clubs and associate members to pay such other fees or levies as it may determine from time to time.
13.3 Every member club and associate member shall supply, on request of the Executive each year, the numbers of its members and a copy of the member club's statement of annual accounts for its last financial year or shorter period that may be applicable.
13.4 Any member club or associate member who does not comply with rules 13.2 and 13.3 of this Constitution within three (3) months of the due date shall incur a penalty payment as determined by the Executive and shall automatically cease to be a member of MotorSport.
14. Common Seal:
14.1 MotorSport shall have a common seal. Subject to the Incorporated Societies Act, the Executive shall determine when the common seal is to be used and make provision for its safe custody.
15. By-Laws:
15.1

The Executive may, from time to time, make and amend By-laws, if the following has occurred:

(a) All member clubs have been notified of the proposed addition or amendment at least thirty (30) days prior to the meeting in which they are to be considered by the Executive;

(b) Such notification invites written submissions from member clubs to be provided within 14 days prior to the specified meeting date;

(c) The Executive consider such submissions, and if it considers necessary, may invite the member clubs' representative(s) to present the submission to the Executive;

(d)Should one third of the member clubs as at the date of the Executive meeting oppose the proposed addition or amendment, the Executive may not proceed to consider it and it must be placed on the business for the next Annual General Meeting.

15.2 The By-Laws have the same effect as this Constitution and shall be observed accordingly. If there is any inconsistency between the By-Laws and this Constitution, then this Constitution shall prevail.
16. Alteration to Rules:
16.1 This Constitution may only be amended, added to or repealed by resolution of a two-thirds majority vote of Council. Notice of an intention to alter this Constitution must be given to the Executive no later than ninety 90 days prior to an Annual General Meeting or a request for a Special General Meeting by a member club or the Executive.
17. Liquidation:
17.1 MotorSport may voluntarily be put into liquidation if:
17.1.1 a two-thirds majority of votes at a general meeting passes a resolution appointing a liquidator; and
17.1.2 such resolution is confirmed in a subsequent Special General Meeting, called for that purpose, and held not later than thirty (30) working days, after the date on which the resolution was passed.
17.2 Upon appointment of a liquidator the provision of Part XVI of the Companies Act 1993 shall apply to the liquidation of MotorSport.
17.3 Any surplus assets of MotorSport, after payment of all costs, debts, and liabilities, shall be disposed of by distributing them to member clubs or organisations which have an interest in automobile sport in New Zealand as determined by the liquidator.
18. Dispute Resolution:
18.1 In the event of any difference or dispute between or within MotorSport and its member clubs, its associate members or its office bearers in relation to any matters contained in these rules, or its application or interpretation, (but excluding rule 11 of this Constitution), those concerned shall use their best endeavours to resolve the difference or dispute by agreement between them and if necessary use an agreed mediator for that purpose.
18.2 If agreement cannot be reached the dispute shall be submitted to arbitration, which may include the International Court of Arbitration for Sport if agreed, to be heard and decided in accordance with the practice or procedures that are agreed or in accordance with the Arbitration Act 1908.
19. Matters Not Provided For:
19.1 Any matters which are not provided for in this Constitution shall be decided by the Executive.

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