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THE RULES OF OXLEY SAILING CLUB INC

1. NAME.

The name of the incorporated association shall be Oxley Sailing Club Inc (in these rules called the Club).

2. OBJECTS.

The objects of the Club are the encouragement of sailing generally and in particular:-

2.1. To organise sailing races under the International Yacht Racing Rules and the Australian Yachting Federation Prescriptions and to provide trophies for these races;

2.2. To provide courses and facilities for the training of members in sailing, sail boat racing and power boat handling;

2.3. To encourage the participation of members in recreational and competitive sailing, in club, interclub and class association racing and in family social activities;

2.4. To provide and maintain club premises, facilities and services for the use and benefit of members of the Club in relation to the above objects, and

2.5. to assist the community in times of flood.

3. POWERS.

The powers of the Club are:-

3.1. To take over the funds and other assets and liabilities of the present unincorporated association known as the Oxley Sailing Club;

3.2. To subscribe to, become a member of and co-operate with any other association, club or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Club provided that the Club shall not subscribe to or support with its funds any club, association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Club under or by virtue of Rule 28.10;

3.3. In furtherance of the objects of the Club to buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Club or persons frequenting the Club's premises;

3.4. To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purpose of, or capable of being conveniently used in connection with, any of the objects of the club:
Provided that in case the Club shall take or hold any property which may be subject to any trusts the Club shall only deal with the same in such manner as is allowed by law having regard to such trusts;

3.5. To enter into any arrangements with any Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Club; to obtain from any such Government or Authority any rights, privileges and concessions which the Club may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, right, privileges and concessions;

3.6. To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Club;

3.7. To remunerate any person or body corporate for services rendered, or to be rendered, and whether by way of brokerage or otherwise in placing or assisting to place or guaranteeing the placing of any unsecured notes, debentures or other securities of the Club, or in or about the Club or promotion of the Club or in the furtherance of its objects;

3.8. To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Club's interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof;

3.9. To invest and deal with the money of the Club not immediately required in such manner as may from time to time be thought fit;

3.10. To take, or otherwise acquire, and hold shares, debentures or other securities of any company or body corporate;

3.11. In furtherance of the objects of the Club to lend and advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate;

3.12. To borrow or raise money either alone or jointly with any other person or legal entity in such manner as may be thought proper and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any moneys and further advances borrowed or to be borrowed alone or with others as aforesaid by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge, lien or other security upon the whole or any part of the Club's property or assets present or future and to purchase, redeem or payoff any such securities;

3.13. To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange bills of lading and other
negotiable or transferable instruments;

3.14. In furtherance of the objects of the Club to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Club;

3.15. To take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Club's property of whatsoever kind sold by the Club, or any money due to the Club from purchasers and others;

3.16. To take any gift of property whether subject to any special trust or not, for anyone or more of the objects of the Club but subject always to the proviso in Rule 3.4;

3.17. To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Club, in the shape of donations, annual subscriptions or otherwise;

3.18. To print and publish any newspapers, periodicals, books or leaflets that the Club may think desirable for the promotion of its objects;

3.19. In furtherance of the objects of the Club to amalgamate with any one or more incorporated associations having objects altogether or in part similar to those of the Club and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as that imposed upon the Club under or by virtue of Rule 28.10;

3.20. In furtherance of the objects of the Club to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of anyone or more of the incorporated associations with which the Club is authorised to amalgamate;

3.21. In furtherance of the objects of the Club to transfer all or any part of the property, assets, liabilities and engagements of the Club to anyone or more of the incorporated associations with which the Club is authorised to amalgamate;

3.22. To make donations for patriotic, charitable or community purposes;

3.23. To transact any lawful business in aid of the Commonwealth of Australia in the prosecution of any war in which the Commonwealth of Australia is engaged;

3.24. To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Club.

4. CLASSES OF MEMBERSHIP.

4.1. The membership of the Club shall consist of the following classes of members:-

4.1.1. Subscribing Members.

These shall be persons over the age of eighteen years whose application for such membership has been accepted by the Management Committee, whose membership subscription and fees for the current financial year have been paid in full and whose membership shall not have been terminated by resignation or by the Management Committee. They shall have full voting rights at meetings of the Club subject to the relevant provisions of these Rules. They are responsible for the payment of all fees incurred by their Contingent Family Members.

4.1.2. Contingent Family Members These may be the spouse, or defacto spouse, and the natural defacto step and adopted children and wards under twenty-one years of age of a Subscribing Member who have been nominated in the membership application form of the Subscribing Member or have been subsequently nominated in writing to the Secretary of the Club. Their Contingent Family Memberships are wholly conditional on the current membership status of the nominating Subscribing Member. Contingent Family Members do not have the right to vote at meetings of the Club except that one Contingent Family Member may vote instead of the Subscribing Member who is absent from that meeting, provided that the Contingent Family Member is eighteen or more years of age and provided a proxy form prepared by the Subscribing Member which is valid under Rules 24.8 and 24.9 has been received by the Secretary prior to the meeting. Contingent Family Members are exempt from membership subscriptions and all other fees.

4.1.3. Honorary Members

These shall be persons elected to Honorary Membership by a simple majority of the Management Committee or of any general meeting, for a specified period not exceeding twelve months. They are entitled to the courtesies of Club membership but may not vote at Club meetings or enter boats in Club races. They are exempt from membership subscriptions and all other fees of the Club.

4.1.4. Life Members

These are persons awarded Life Membership of the Club under Rules 5.3.1 to 5.3.3 in recognition of special services to the Club. They are entitled to all the privileges and benefits of Subscribing Members of the Club; are exempt from payment of all membership subscriptions but are not exempt from other appropriate fees including those for their Contingent Family Members. Amended 7.9.98.

4.1.5. Social Members

These shall be persons who may enjoy the facilities of the Club but may not vote at Club meetings or enter boats in Club races.

4.2. The number of members in each class shall be unlimited. 5.

5.1.1. Every person who at the date of incorporation of the Club was a member of the unincorporated association and who on or before the day of incorporation agrees in writing to become a member of the Club shall be admitted by the Management Committee to the same or the equivalent class of membership of the Club as that member held in the unincorporated association, and shall not be required to pay any further subscription until the next due date for payment of that subscription.

5.1.2. Life Members and Honorary Members of the unincorporated association who are such on the date of the incorporation shall be admitted by the Management Committee to the corresponding class of membership of the incorporated association even if agreement in writing has not been received from those persons by the Management Committee.

5.1.3. The Management Committee, if requested in writing by financial members of the unincorporated association who are sixteen to eighteen years of age, shall admit such members to Subscribing Membership of the incorporated association on the day of incorporation despite the minimum age of eighteen years specified in Rule 4.1.1 for Subscribing Members and these particular persons shall have the right to continue as Subscribing Members in subsequent years if still less than eighteen years of age.

5.2. Every applicant for Subscribing Membership of the Club (other than the members of the unincorporated association referred to in Rule 5.1.1) shall be proposed by one member of the Club and seconded by another member. The application for membership shall be made in writing, signed by the applicant and his proposer and seconder and shall be in such form as the Management Committee from time to time prescribes.

5.3.1. The Management Committee shall not accept or discuss any applications for Life Membership.

5.3.2. The Management Committee shall have power at its December meeting each year to appoint a Nomination of Life Members Subcommittee of five members of the Club of whom at least two shall be Life Members, for the sole purpose of deciding which if any member(s) or past member(s) are to be nominated to the first General Meeting of the Club in the following year for election, if thought fit, to Life Membership.

5.3.3. A person so nominated by the Subcommittee shall be awarded Life Membership of the Club provided not less than four-fifths of the members present at the General Meeting and entitled to vote, vote in favour. The voting on this matter shall be by secret ballot and the result of the ballot may, at the Chairman's discretion, be withheld until not later than the Annual General Meeting in the same year.

6. MEMBERSHIP FEES

6.1. The membership subscriptions and other fees payable by members in various classes, categories and divisions shall be determined by the Management Committee after consideration of any recommendations from the Annual General Meeting, the agenda for which shall each year include an item inviting discussion of and recommendations to the Management Committee on the level of membership subscriptions and other fees for that financial year.

6.2. The membership subscriptions and fees shall be payable on or before the last Saturday in September each year or at such other time or times and in such a manner as the Management Committee shall determine for special cases or in general.

7. ADMISSION AND REJECTION OF MEMBERS

7.1. At the first meeting of the Management Committee after the receipt of any membership application and the membership subscription and other applicable fees, such application shall be considered by the Management Committee, who shall thereupon determine upon the admission or rejection of the applicant.

7.2. Any applicant who receives a majority of the votes of the members of the Management Committee present at the meeting at which such application is being considered and is not opposed by two or more members of the Management Committee either in person or by signed statement handed to the Secretary prior to or during the consideration of the application, shall be accepted as a member of the class of membership applied for.

7.3. Upon the acceptance or rejection of an application for any class of membership, the Secretary shall within a fortnight give the applicant notice in writing of such acceptance or rejection.

8. TERMINATION OF MEMBERSHIP

8.1. A member may resign from the Club at any time by giving notice in writing to the Secretary. Such resignation shall take effect at the time such notice is received by the Secretary unless a later date is specified in the notice when it shall take effect on that later date.

8.2. If a member -

8.2.1. is convicted of an indictable offence; or

8.2.2. fails to comply with any of the provisions of these Rules; or

8.2.3. conducts himself in a manner considered to be injurious or prejudicial to the character or interests of the Club; or

8.2.4. has membership subscription and/or other fees in arrears for a period of thirty days or more, the Management Committee shall consider whether his membership shall be terminated.

8.3. If Rules 8.2.1. 8.2.2 or 8.2.3 are cited as the grounds for termination, the member concerned shall be given a full and fair opportunity of presenting his case to the Management Committee and if the Management Committee resolves to terminate his membership the Secretary shall advise the member in writing accordingly within a fortnight.

8.4. If Rule 8.2.4 provides grounds for termination, the Management Committee shall before such termination, instruct the Secretary to advise the member in writing that his membership may be terminated without further notice by the Management Committee after thirty days have elapsed from the posting of the advice.

8.5. The Management Committee at its discretion may at any time accept arrears of membership subscriptions and other fees which establish continuity of membership for that Subscribing Member and thereupon shall cancel any relevant notices of termination of membership.

9. APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP

9.1. A person whose application for membership has been rejected or whose membership has been terminated under Rules 8.2.1, 8.2.2 or 8.2.3 may within thirty days of the posting of the written notification thereof, lodge with the Secretary written notice of his intention to appeal against the decision of the Management Committee.

9.2. Upon receipt of a notification of intention to appeal against rejection or termination of membership the Secretary shall convene, within three months of the date of receipt by him of such notice, a Special General Meeting to determine the appeal. At any such meeting the applicant shall be given the opportunity to fully present his case and the Management Committee or those members thereof who rejected the application for membership or terminated the membership subsequently shall likewise have the opportunity of presenting its or their case. The appeal shall be determined by the majority vote of the members present and entitled to vote at such meeting, except that a not less than four fifths majority shall be required for the admission of a rejected applicant to membership of the Club.

9.3. Where a person whose application is rejected, does not appeal against the decision of the Management Committee within the time prescribed by these Rules or so appeals but the appeal is unsuccessful, the Secretary shall within a fortnight refund the amount of any fee paid.

10. REGISTER OF MEMBERS

10.1. The Management Committee shall cause a Register to be kept in which shall be entered the names and residential addresses of all persons admitted to membership of the Club and the dates of their admission.

10.2. Particulars shall also be entered into the Register of deaths, resignations, terminations and reinstatements of membership and any further particulars as the Management Committee or the members at any General Meeting may require from time to time.

10.3. The Register shall be open for inspection at all reasonable times by any member who previously applies to the Secretary for such inspection.

11. MEMBERSHIP OF MANAGEMENT COMMITTEE

11.1. The Management Committee of the Association shall consist of a President, Commodore, Secretary, Treasurer, the Chairman of the Social Committee or the President of the Ladies' Committee or a delegate of one of these, all of whom shall be members of the Club, and one additional elected Subscribing Member.

11.2. At the Annual General Meeting of the Club, all the members of the Management Committee for the time being shall retire from office, but shall be eligible upon nomination for re-election.

11.3. The election of officers and other members of the Management Committee at the Annual General Meeting shall take place in the following manner:-

11.3.1.Any two members of the Club shall be at liberty to nominate any other member to serve as an officer or other member of the Management Committee;

11.3.2.The nomination, which shall be in writing and signed by the member and his proposer and seconder, shall be lodged with the Secretary at least fourteen days before the Annual General Meeting at which the election is to take place;

11.3.3.A list of the candidates' names in alphabetical order, with the proposers' and seconders' names, shall be posted in a conspicuous place in the office or usual place of meeting of the Club for at least seven days immediately preceding the Annual General Meeting.

11.3.4.Balloting lists shall be prepared (if necessary) containing the names of the candidates in alphabetical order. and each member present at the Annual General Meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies;

11.3.5. Should at the commencement of such an election, there be an insufficient number of candidates nominated, nominations may be taken from the floor of the meeting.

12. Any member of the Management Committee may resign from membership of the Management Committee at any time by giving notice in writing to the Secretary but such resignation shall take effect at the time such notice is received by the Secretary unless a later date is specified in the notice when it shall take effect on that later date, or such member may be removed from Office at a General Meeting of the Club where that member shall be given the opportunity to fully present his case. The question of removal shall be determined by the vote of the Subscribing members present at such a General Meeting.

13. VACANCIES ON MANAGEMENT COMMITTEE

13.1.1.The Management Committee shall have power at any time to appoint any member of the Club to fill any casual vacancy on the Management Committee until the next General Meeting.

13.1.2.Vacancies in the membership of the Management Committee arising at or unfilled at the time of any General Meeting shall be filled in accordance with Rules 11.3.1 and 11.3.4.

13.2. The continuing members of the Management Committee may act notwithstanding any casual vacancy in the Management Committee, but if and so long as their number is reduced below the number fixed by or pursuant to these Rules as the necessary quorum of the Management Committee, the continuing member or members may act for the purpose of increasing the number of members of the Management Committee to that number or of summoning a general meeting of the Club, but for no other purpose.

14. FUNCTIONS OF THE MANAGEMENT COMMITTEE

14.1. Except as otherwise provided by these Rules and subject to resolutions of the members of the Club carried at any general meeting, the Management Committee:-

14.1.1.Shall, subject to Rule 14.1.3.2 and Rule 14.1.2, have the general control of management and the administration of the affairs, property (which shall include the maintaining of adequate insurance cover) and funds of the Club;

14.1.2. Shall have authority to interpret the meaning of these Rules and any matter relating to the Club on which these Rules are silent. The Management Committee may from time to time make such By-laws and/or Regulations consistent with these Rules or the Racing Rules of the Club as they may think advisable and may amend or repeal those Bylaws and Regulations. The Management Committee will promptly advise members of any By-laws or Regulations made or amended pursuant to this Rule;

14.1.3.The Management Committee may, subject to Rule 14.1.3.2 exercise all the powers of the Club:-

14.1.3.1.To borrow or raise or secure the payment of money in such manner as the members of the Club think fit and secure the same or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Club in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Club's property, both present and future, and to purchase, redeem or payoff any such securities;

14.1.3.2.The power of the Management Committee to raise and borrow money on security of the property of the Club shall not exceed a total of borrowings representing more than that percentage nominated of the realisable market value of the property and assets of the Club as prescribed by a resolution at a Special General Meeting or Annual General Meeting. This percentage is to be recorded in the Treasurer's Report at each Annual General Meeting, and the number required to change this percentage nominated shall be at least sixty-seven percent (67%) of the members of the Club entitled to vote voting in person or by proxy by a secret ballot at such meeting;

14.1.3.3.To invest in a manner in which the members of the Club may from time to time determine.

14.2. No land or premises whether of freehold or leasehold tenure shall be purchased, acquired, sold, transferred or leased on behalf of the Club without the authority of not less than a sixty-seven percent (67%) majority of the members of the Club entitled to vote voting in person or by proxy at a Special General Meeting of members called for that purpose and such meeting may authorise the Management Committee to enter into and execute on behalf of the Club any contract which may be necessary for that purpose.

15. MEETINGS OF MANAGEMENT COMMITTEE

15.1. The Management Committee shall meet at least once every calendar month except January to exercise its functions. Club members, consultants and visitors may be invited to attend Management Committee meetings as observers without voting rights.

15.2. A special meeting of the Management Committee shall be convened by the Secretary on the requisition in writing signed by not less than one-third of the members of the Management Committee, which requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted thereat.

15.3. At every meeting of the Management Committee a simple majority of a number equal to the number of members elected and/or appointed to the Management Committee as at the close of the last general meeting of the members, shall constitute a quorum.

15.4. Subject to previous provisions in this rule, the Management Committee may meet together and regulate its proceedings as it thinks fit, provided that questions arising at any meeting of the Management Committee shall be decided by a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative.

15.5. A member of the Management Committee shall not vote in respect of any contract or proposed contract with the Club in which he is interested, or any matter arising thereout, and if he does so vote his vote shall not be counted.

15.6. Not less than seven days notice shall be given by the Secretary to members of the Management Committee of any special meeting of the Management Committee unless all Management Committee members agree to meet earlier. Such notice shall clearly state the nature of the business to be discussed thereat.

15.7. The President shall preside as Chairman at every meeting of the Management Committee, or if there is no President, or if at any meeting he is not present within ten minutes after the time appointed for holding the meeting, the Commodore shall be Chairman or if the Commodore is not present at the meeting then the members may choose one of their number to be Chairman of the meeting.

15.8. If within half an hour from the time appointed for the commencement of a Management Committee meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Management Committee, shall lapse. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Management Committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall lapse.

16.1. The Management Committee may delegate any of its powers to a subcommittee consisting of such members of the Club as the Management Committee thinks fit. Any subcommittee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Management Committee.

16.2. A subcommittee may elect a Chairman of its meetings. If no such Chairman is elected, or if at any meeting the Chairman is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chairman of the meeting.

16.3. A subcommittee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative.

16.4. The Management Committee shall delegate appropriate powers, which may be modified by resolutions of any general meeting, to (a) a subcommittee to be known as the Sailing Committee which shall be chaired by the Commodore or in his absence by the Vice Commodore or in the absence of both by the Rear Commodore, and to (b) a subcommittee to be known as the Social Committee. If the President of the Ladies'. Committee advises that the Ladies' Committee is prepared to function as the Social Committee, and the offer is accepted by an Annual General Meeting, the duties and powers of the Social Committee shall be assumed by the Ladies' Committee until the next Annual General Meeting.

17. All acts done by any meeting of the Management Committee or of a subcommittee or by any person acting as a member of the Management Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Management Commlttee or person act1ng as aforesaid, or that tne members of the Management Committee or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Management Committee.

18. A resolution in writing signed by all the members of the Management Committee for the time being entitled to receive notice of a meeting of the Management committee shall be as valid and effectual as if it had been passed at a meeting of the Management Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Management Committee.

19. ANNUAL GENERAL OR GENERAL MEETINGS

19.1. The first General Meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the Club, and at such place as the Management Committee may determine

19.2. At least two general meetings shall be convened each year, one in each sailing season, on dates determined by the Management Committee.

20.1. The Annual General Meeting shall be held on the last Friday in July or on some other date within three months of the close of the financial year as determined by the Management Committee.

20.2. The business to be transacted at every Annual General Meeting shall be -

(a) the receiving of the Management Committee's report and the statement of income and expenditure, assets and liabilities and mortgages, charges and securities affecting the property of the association for the preceding financial year;

(b) the receiving of the Auditor's report upon the books and accounts for the preceding financial year;

(c) the declaration of the closing of the season and the opening of the new season;

(d) the election of members of the Management Committee and of other officers of the Club;

(e) the appointment of an auditor;

(f) the consideration of the levels of subscriptions and fees for the new season and recommendations to the Management Committee thereon;

(g) such other business as the Management Committee has included in the agenda;

(h) general business.

21. The Secretary shall convene a Special General Meeting:-

21.1. when directed to do so by the Management Committee; or

21.2. on the requisition in writing signed by not less than one-third of the members presently on the Management Committee or not less than ten Subscribing Members. Such requisition shall clearly state the reasons why such Special General Meeting is being convened and the nature of the business to be transacted thereat; or

21.3. on being given a notice in writing of an intention to appeal against the decision of the Management Committee to reject an application for membership or to terminate the membership of any person.

22.1. At any general meeting the number of members required to constitute a quorum shall be double the number of members presently on the Management Committee plus one.

22.2. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. For the purposes of this rule, "member" includes a person attending as a proxy.

22.3. If within half an hour from the time appointed for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Management Committee or the Club, shall lapse. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Management Committee may have determined, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

22.4. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall 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 thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

23.1. The Secretary shall convene the Annual General Meeting of the Club by giving not less than twentyone clear days notice in writing of the meeting to all members of the Club but for all other general meetings, need provide only seven clear days notice of the meeting in . the manner prescribed in Rule 23.2.

23.2. The manner by which such notice shall be given shall be determined by the Management Committee, provided that notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of his membership by the Management Committee, shall be given in writing. Notice of a general meeting shall state the nature of the business to be discussed thereat.

24. Unless otherwise provided by these Rules, at every general meeting:- 24.1. The President shall preside as Chairman, or if there is no President, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Commodore shall be the Chairman or if the Commodore is not present or is unwilling to act then the members present shall elect one of their number to be Chairman of the meeting.

24.2. The Chairman shall maintain order and conduct the meeting in a proper and orderly manner.

24.3. Every question, matter or resolution shall be decided by a majority of votes of the members present except for a motion to admit to membership of the Club, an applicant previously rejected by the Management Committee, in which case a not less than four-fifths majority shall be required.

24.4. Every member present shall be entitled to one vote and in the case of an equality of votes the Chairman shall have a second or casting vote, provided that no member shall be entitled to vote at any general meeting if his annual subscription is in arrears at the date of the meeting.

24.5. Voting shall be by show of hands or a division of members, unless two or more of the members present demand a ballot, in which event there shall be a secret ballot. The Chairman shall appoint two members to conduct the ballot in such manner as he shall determine and the result of the ballot as declared by the Chairman shall be deemed to be the resolution of the meeting.

24.6. A member may vote in person or by proxy and on a show of hands every person present who is a member or a representative of a member shall have one vote and in a secret ballot every member present in person or by proxy shall have one vote.

24.7. The instrument appointing a proxy shall be in writing in the hand of the appointing member and in the form provided in Rule

24.8. A proxy must be a member of the Club and may demand or join in demanding a secret ballot.

24.8. Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit:-

OXLEY SAILING CLUB INC.
I, of , being a member of the abovenamed Club, hereby appoint                          of                               ,
or failing him, of
as my proxy to vote for me on my behalf at the meeting of the Club,
to be held on the       day of         , 19    , and at any adjournment thereof.
Signed this day of , 19 . Signature.

This form is to be used *in favour of/*against the resolution * Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as he thinks fit);

24.9. The instrument appointing a proxy shall be deposited with the Secretary prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote;

24.10. The Secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every Management Committee meeting and general meeting to be entered in a book to be open for inspection at all reasonable times by any member who previously applies to the Secretary for that inspection. For the purposes of ensuring the accuracy of the recording of such minutes, the minutes of every Management Committee meeting shall, if approved by a majority of the members who are or were present at the meeting in question, be signed by the Chairman of that meeting or the Chairman of the next succeeding Management Committee meeting verifying their accuracy. Similarly, the minutes of every general meeting shall, if approved by a majority of the members who are or were present at the meeting in question, be signed by the Chairman of that meeting or the Chairman of the next succeeding general meeting, provided that the minutes of any Annual General Meeting shall, if approved by a majority of the members who are or were present at the meeting in question, be signed by the Chairman of that meeting or the Chairman of the next succeeding general meeting or Annual General Meeting.

25. BY-LAWS

The Management Committee may from time to time make, amend or repeal by-laws, not inconsistent with these Rules, for the internal management of the Club and any by-law may be set aside by a general meeting of members.

26. ALTERATION OF RULES

Subject to the provisions of the Associations Incorporation Act 1981, these Rules may be amended. rescinded or added to from time to time by a special resolution carried at any general meeting, provided that no such amendment, rescission or addition shall be valid unless the same shall have been previously submitted to and approved by the Under Secretary, Department of Justice, Brisbane.

27. COMMON SEAL

The Management Committee shall provide for a Common Seal and for its safe custody. The Common Seal shall only be used by the authority of the Management Committee and every instrument to which the seal is affixed shall be signed by a member of the Management Committee and shall be countersigned by the Secretary or by a second member of the Management Committee or by some other person appointed by the Management Committee for the purpose.

28. FUNDS AND ACCOUNTS

28.1. The funds of the Club shall be banked in the name of the Club in such bank as the Management Committee may from time to time direct.

28.2. Proper books and accounts shall be kept and maintained either in written or printed form in the English language showing correctly the financial affairs of the Club and the particulars usually shown in books of a like nature.

28.3. All moneys shall be banked as soon as practicable after receipt thereof.

28.4. All amounts of twenty dollars or over shall be paid by cheque signed by any two of the President, Secretary, Treasurer or other member authorised from time to time by the Management Committee.

28.5. Cheques shall be crossed "not negotiable" except those in payment of wages, allowances or petty cash recoupments which may be open.

28.6. The Management Committee shall determine the amount of petty cash which shall be kept on the imprest system.

28.7. All expenditure shall be approved or ratified at a Management Committee meeting.

28.8. As soon as practicable after the end of each financial year the Treasurer shall cause to be prepared a statement containing particulars of

(a) the income and expenditure for the financial year just ended;

(b) the assets and liabilities and of all mortgages. charges and securities affecting the property of the Club at the close of that year.

and

(c) the percentage of borrowings as required by Rule 14.1.3.2.

28.9. All such statements shall be examined by the Auditor who shall present his report upon such audit to the Secretary prior to the holding of the Annual General Meeting following the financial year in respect of which such audit was made.

28.10. The income and property of the Club whencesoever derived shall be used and applied solely in promotion of its objects and in the exercise of its powers as set out herein and no portion thereof shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or amongst the members of the Club provided that nothing herein contained shall prevent the payment in good faith of interest to any such member in respect of moneys advanced by him to the Club or otherwise owing by the Club or to any member of the Club or other person in return for any services actually rendered to the Club provided further that nothing herein contained shall be construed so as to prevent the payment or repayment to any member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Club or reasonable and proper rent for premises demised or let to the Club provided further that nothing herein contained shall prevent the award to members of the Club of trophies or prizes or the payment to any member, of the whole or the part of the cost of any trophy or prize, acquired by that member with the authority of the Club.

29. DOCUMENTS

The Management Committee shall provide for the safe custody of books, documents, instruments of title and securities of the Club.

30. FINANCIAL YEAR

The financial year of the Club shall close on the 31st May in each year.

31. DISTRIBUTION OF SURPLUS ASSETS

If the Club shall be wound up in accordance with the provisions of the Associations Incorporation Act 1981, and there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Club, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Club, and which shall prohibit 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 the Club under or by virtue of Rule 28.10, such institution or institutions to be determined by the members of the Club.

32. DUTIES OF THE SECRETARY

The duties of the Secretary shall include -

32.1. the carrying out of such activities as are required of the Secretary in other Rules and Bylaws of the Club;

32.2. ensuring that copies of the current Rules and Bylaws, the current Sailing Instructions, a list of current members and the minutes of all meetings of the Club's committees and subcommittees (except the Ladies' Committee, the Training Committee and the Nomination of Life Members' subcommittees), the Annual Reports, the Race Reports and the Trophy Lists of the two preceding seasons, are readily available to members in the Clubhouse;

32.3. attending as far as possible all meetings of the Club's committees and subcommittees (except those excepted in Rule 32.2) and preparing and keeping minutes of such meetings;

32.4. receiving, listing and attending to all correspondence addressed to the Club and its officers and producing the same at the first appropriate meeting;

32.5. being responsible for carrying out all of the resolutions of the Club's committees and subcommittees (except those excepted in Rule 32.2) unless such responsibility is assigned or delegated to others;

32.6. keeping records of all matters relating to the Club and preserving records which are not redundant or trivial in the opinion of the Management Committee, in the manner required by Rule 29 where appropriate, or by storage in the John Oxley Library or some other archive, or in the Clubhouse.

33. ACQUIESCENCE IN RULES AND BYLAWS

As every member upon joining the Club becomes entitled to all of the privileges of his class of membership and as his joining is a voluntary act on his part, so his acquiescence in the Rules and Bylaws, and any hereinafter enacted, is thereby implied as well as is his submission to the restrictions and penalties imposed by them.

34. INTERPRETATION

In the interpretation of these Rules and the Bylaws, the singular shall be deemed to imply also the plural and vice versa and similarly the masculine shall also imply the feminine, and vice versa.

35. CLUB PENNANT

The Club pennant is a triangular flag coloured royal blue, with a' central horizontal white bar on which are superimposed the letters OSC in red.