History of the VTDA

1. RULES

The name of the incorporated association is Victorian Harness Racing Trainers and Drivers Association Incorporated (in these Rules called “the Association”).

2. INTERPRETATION

2.1 In these Rules, unless the contrary intention appears:-

“Committee” means the Committee of Management of the Association.

“Financial Year” means the year ending on 31^st of July.

“General Meeting” means a general meeting of members convened in accordance with Rule 10.

“Members” means a member of the Association.

“The Act” means the Associations Incorporation Act 1981.

“The Regulations” means the regulations under the Act.

“Trotting” means the trotting and pacing gaits.

2.2 In these Rules, a reference to the Secretary of the Association is a reference:-

(a) where a person holds office under these Rules as Secretary of the Association - to that person; and

(b) in any other case, to the public officer of the Association.

2.3 Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time.

3. MEMBERSHIP

3.1 A member of the Association shall be:-

(a) a natural person who is a trainer and or driver licensed by the Harness Racing Board of Victoria who is nominated and approved for membership as provided in these Rules is eligible to be a member of the Association on payment of the entrance fee and annual subscription payable under these Rules.

The Committee may require any applicant for membership to satisfy the Committee that he/she is a bonafide licence trainer and or driver licensed by the Harness Racing Board of Victoria and to furnish such evidence to that effect and to produce such documents as the Committee may decide.

The Committee may in its absolute discretion refuse any application for membership without giving any reason for such refusal.

A member shall ipso facto cease to be a member if his/her annual subscription shall remain unpaid for a period of three (3) calendar months from the due date of payment.

Any person who ceases for any reason to be a member shall nevertheless remain liable for and shall pay to the Association all monies whatsoever which at the time of his/her ceasing to be a member maybe due from him/her to the Association and shall as a condition precedent to his/her re-admission to membership pay all such monies so due to the Association.

(b) one (1) person per annum may be nominated by the Committee as an Honorary Life Member of the Association and such nomination shall be ratified if at the Annual General Meeting three fourths of the members present are in favour of such nominations.

4. ANNUAL SUBSCRIPTION

4.1 The annual subscription shall be fixed and be paid as from time to time determined by the Committee.

4.2 There shall be no entrance fee.

4.3 A member shall ipso facto cease to be a member if his/her annual subscription shall remain unpaid for a period of three (3) calendar months from the due date of payment.

4.4 Any person who ceases for any reason to be a member shall nevertheless remain liable for and shall pay to the Association all monies whatsoever which at the time of his/her ceasing to be a member may be due from him/her to the Association, and shall as a condition precedent to his/her re-admission to membership pay all such monies so due to the Association.

5. REGISTER OF MEMBERS

The Secretary shall keep and maintain a Register of Members in which shall be entered the full name, address and date of entry of the name of each member and the Register shall be available for inspection by members at the address of the Public Officer.

6. RESIGNATION AND EXPULSION OF MEMBERS

6.1 A member of the Association who has paid all monies due and payable by him/her to the Association may resign from the Association by first giving one (1) months notice in writing to the Secretary of his/her intention to resign and upon the expiration of that period of notice, the member shall cease to be a member.

6.2 Upon the expiration of a notice given under sub-clause 6.1, the Secretary shall make in the Register of Members an entry recording the date on which the member by whom the notice was given, ceased to be a member.

6.3 Subject to these Rules, the Committee may be resolution:-

(a) expel a member from the Association;

(b) suspend a member from membership of the Association for a specified period; or

(i) has refused or neglected to comply with these Rules or;

(ii) has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association.

6.4 A resolution of the Committee under sub-clause 6.3 does not take effect unless the Committee, at a meeting held not earlier that 14 and not later than 28 days after the service on the member of a notice under sub-clause 6.5 confirms the resolution in accordance with this clause.

6.5 Where the Committee passes a resolution under sub-clause 6.3, the Secretary shall, as soon as practicable, cause to be served on the member a notice in writing:-

(a) setting out the resolution of the Committee and the ground on which it is based;

(b) stating that the member may address the Committee at a meeting to be held not earlier than 14 and not later than 28 days after service of the notice;

(d) informing the member that he/she may do one or more of the following:-

(i) attend that meeting; or

(ii) give to the Committee before the date of that meeting a written statement seeking the revocation of the resolution.

6.6 At a meeting of the Committee held in accordance with sub-clause 6.4, the Committee:-

(a) shall give to the member an opportunity to be heard;

(b) shall give due consideration to any written statement submitted by the member; and

6.7 The member the subject of a resolution of the Committee under sub-clause 6.3 shall have nor right of appeal to the Association.

7. ANNUAL GENERAL MEETING

7.1 The Association shall in each calendar year convene an Annual General Meeting of its members.

7.2 The Annual General Meeting shall be held on such date as the Committee determines in the month of September in each year on such day and at such time and place as the Committee shall determine.

7.3 The Annual General Meeting shall be specified as such in the notice convening it.

7.4 The ordinary business of the Annual General Meeting shall be:-

(a) to confirm the minutes of the last preceding Annual General Meeting and of any General Meeting held since that meeting.

(b) to receive from the Committee reports upon the transactions of the Association during the last preceding financial year;

(d) to receive and consider the statement submitted by the Association in accordance with section 30.3 of the Act;

(e) to appoint a registered Companies Auditor and to fix his annual remuneration;

(f) to vote on the nomination for Life Membership of the Association.

7.5 The Annual General Meeting may transact special business of which notice is given in accordance with these Rules.

7.6 The Annual General Meeting shall be in addition to any other General Meeting that may be held in the same year.

SPECIAL GENERAL MEETING

8. All General Meetings other than the Annual General Meeting shall be called Special General Meetings.

9. 9.1 The Committee may, whenever it things fit, convene a Special General Meeting of

the Association and, where, but for this sub-clause, more than 15 months would lapse between Annual General Meetings, shall convene a Special General Meeting before the expiration of that period.

9.2 The Committee shall, in the requisition in writing of members representing not less than 5% of the total number of members, convene a Special Meeting of the Association.

9.3 The requisition for a Special General Meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one (1) or more of the members making the requisitions.

9.4 If the Committee does not cause a Special General Meeting to be held within one (1) month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a Special General Meeting to be held not later than three (3) months after that date.

9.5 A Special General Meeting convened by members in pursuance of these Rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the person incurring the expenses.

10. NOTICE OF MEETING

10.1 The Secretary of the Association shall, at least 14 days before the date fixed for holding a General Meeting of the Association, by advertisement in a Victorian daily newspaper or weekly trotting paper stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

10.2 No business other than set out in the notice convening the meeting shall be transacted at the meeting.

10.3 A member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next General Meeting after the receipt of the notice.

PROCEEDINGS AT MEETINGS

11. 11.1 All business that is transacted at a Special General Meeting and all business that is

transacted at the Annual General Meeting with the exception of that specially referred to in these Rules as being the ordinary business of the Annual General Meeting shall be deemed to be special business.

11.2 No item of business shall be transacted at a General Meeting unless a quorum of members entitled under these Rules to vote is present during the time when the meeting is considering that item.

11.3 12 members personally present (being members entitled under these Rules to vote at a General Meeting) constitute a quorum for the transaction for the business of a General Meeting.

11.4 If within half an hour after the appointed time for the commencement of a General Meeting, a quorum is not present the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 30) shall be a quorum.

12. 12.1 The President, or in his absence, a Vice-President, shall preside as Chairman at each

General Meeting of the Association.

12.2 If the President and the Vice-Presidents are absent from a General Meeting, the members present shall elect one of their number to preside as Chairman at the meeting.

13. 13.1 The Chairman of a General Meeting at which a quorum is present may, with the

consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

13.2 Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting shall be given as in the case of the General Meeting.

13.3 Except as provided in sub-clause 13.1 and 13.2, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

14. 14.1 A question arising at a General Meeting of the Association shall be determined on a

show of hands and unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minute Book of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, the resolution.

15. 15.1 Upon any question arising at a General Meeting of the Association, a member has

one (1) vote only.

15.2 All votes shall be given personally.

15.3 In the case of an equality of voting on a question, the Chairman of the meeting is entitled to exercise a second or casting vote.

16. 16.1 If at a meeting a poll on any question is demanded by not less than three (3)

members, it shall be taken at that meeting in such manner as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

16.2 A poll that is determined on the election of a Chairman or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairman may direct.

17. A member is not entitled to vote at any General Meeting unless all monies due and payable by him/her to the Association has been paid, other than the amount of the annual subscription payable in respect of the current financial year.

18. There shall be no voting by proxy.

COMMITTEE OF MANAGEMENT

19. 19.1 The affairs of the Association shall be managed by a Committee of Management

constituted as proved in Rule 21.

19.2 The Committee:-

(a) shall control and manage the business and affairs of the Association;

(b) may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by General Meetings of the members of the Association; and

(c) subject to these Rules, the Regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential of the proper management of the business and affairs of the Association.

20. 20.1 The officers of the Association shall be:-

(a) a President;

(b) two Vice-Presidents;

(d) a Secretary.

20.2 Each officer of the Association shall hold office until the first Committee Meeting after the Annual General Meeting next after the date of his/her election but is eligible for re-appointment so long as he/she is a member of the Committee.

20.3 In the event of a casual vacancy in any office referred to in sub-clause 20.1, the Committee may appoint on of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the Annual General Meeting next following the date of this appointment.

21. 21.1 Subject to section 23 of the Act, the Committee shall consist of 30 members each of

whom shall be elected at an Annual General Meeting of the Association in accordance with these Rules.

21.2 In the event of a casual vacancy occurring in the Committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to these Rules, until the conclusion of the Annual General Meeting next following the date of his/her appointment.

22. APPOINTMENT OF OFFICERS

22.1 The Committee shall appoint from its members at the first meeting of the Committee next following the Annual General Meeting the officers of the Association except the Secretary.

22.2 The Committee shall have the sole power and discretion to appoint a Secretary who may be a member or non member of the Association and who shall hold office until the next Annual General Meeting of the Association.

22.3 The salary to be paid to the Secretary each year shall be decided by the Committee at its first meeting in each financial year.

23. ELECTION OF MEMBERS OF THE COMMITTEE

23.1 Nomination of candidates for election as members of the Committee:-

(a) shall be made in writing, signed by two (2) members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and

(b) shall be delivered to the Secretary of the Association not less than seven (7) days before the date fixed for the holding of the Annual General Meeting.

23.2 If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the Annual General Meeting.

23.3 If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

23.4 If the number of nominations exceeds the number of the vacancies to be filled, a ballot shall be held.

23.5 The ballot for the election of members of the Committee shall be conducted at the Annual General Meeting in such usual and proper manner as the Committee may direct.

23.6 Subject to Section 23 of the Act the Committee shall consist of 30 member each of who shall be elected at an Annual General Meeting.

23.7 Each member of the Committee shall, subject to these Rules, hold office for a term of two (2) years except in the case of those one half of the members who have been longest in office shall retire at the first Annual General Meeting of the Association.

23.8 Retiring Committee members shall be eligible for re-election.

24. For the purposes of these Rules, the office of an officer of the Association or of a member of the Committee becomes vacant if the office or member:-

(a) ceases to be a member of the Association (except the Secretary);

(b) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code; or

(c) resigns his/her office by notice in writing given to the Secretary or in the case of the Secretary by notice in writing to the President.

(d) ceases to be member of the Committee pursuant to these Rules (except the Secretary).

25. PROCEEDINGS OF COMMITTEE

25.1 The Committee shall meet at least six (6) times in each year at such place and such times as the Committee may determine.

25.2 Special Meetings of the Committee may be convened by the President or by any four (4) of the members of the Committee.

25.3 Notice shall be given to members of the Committee of any Special Meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.

25.4 Any six (6) members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

25.5 No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a Special Meeting in which case it lapses.

25.6 At meetings of the Committee:-

(a) The President or in his absence a Vice-President shall preside; or

(b) if the President and the Vice-Presidents are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside.

25.7 Questions arising at a meeting of the Committee or any Sub-Committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member, by a poll taken in such manner as the present presiding at the meeting may determine.

25.8 Each member present at a Meeting of the Committee or of any Sub-Committee appointed by the Committee (including the person presiding at the meeting) is entitled to one (1) vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

25.9 Written notice of each Committee Meeting shall be served on each member of the Committee by delivering it to him/her at a reasonable time before the meeting or by sending it by pre-paid post addressed to him/her at his/her usual or last known place of abode at least two (2) business days before the date of the meeting.

25.10 Subject to sub-clause 25.4 the Committee may act not withstanding any vacancy on the Committee.

26. SECRETARY

The Secretary of the Association shall keep minutes of the resolutions and proceedings of each General Meeting and each Committee Meeting in books provided for the purpose together with a record of the names of persons present at Committee Meetings.

27. TREASURER

27.1 The Treasurer of the Association:-

(a) shall collect and receive all monies due to the Association and make all payments authorised by the Association; and

(b) shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.

27.2 The accounts and books referred to in sub-clause 27.1 shall be available for inspection by members.

28. AUDITOR

28.1 The Auditor shall be appointed at the Annual Meeting and shall hold office until the next Annual Meeting.

28.2 If any vacancy shall occur in the office of auditor by reason of death, resignation or otherwise, the Committee may appoint a qualified person to act and such appointee shall hold office until the next Annual General Meeting.

28.3 A retiring Auditor shall be eligible for re-election.

29. REMOVAL OF MEMBER OF COMMITTEE

29.1 The Association in General Meeting may by resolution remove any member of the Committee before the expiration of his/her term of office and appoint another member in his/her stead to hold office until the expiration of the term of the first-mentioned member.

29.2 Where the member to whom a proposed resolution referred to in sub-clause 29.1 makes representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and requests that they be notified to the members of the Association, the Secretary or the President may send a copy of the representations to each member may require that they be read out at the meeting.

29.3 A member of the Committee who is absent from three (3) consecutive meetings of the Committee shall be deemed to have vacated his/her membership on the Committee unless he/she shall have obtained leave of absence from the Committee or established to the satisfaction of the Committee sufficient cause of his/her absence.

30. CHEQUES

All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two (2) officers of the Association or as from time to time otherwise determined by the Committee.

31. SEAL

31.1 The Common Seal of the Association shall be kept in the custody of the Secretary.

31.2 The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signatures either or two (2) members of the Committee or of one (1) member of the Committee and of the Public Officer of the Association.

32. ALTERATION OF RULES AND STATEMENT OF PURPOSES

32.1 The Rules of the Association may be amended, rescinded or added to after notice of motion duly given, as provided in this Rule, by the resolution of three fourths of the members present at an Annual or Special General Meeting and voting thereat after notice of motion has been duly given.

32.2 No motion for any amendment or rescission of or addition to these Rules shall be taken at an Annual General Meeting or Special General Meeting, unless at least twenty-one (21) clear days notice has been given by advertisement in a Victorian daily newspaper or weekly trotting paper of such motion prior to the holding of such Meeting.

33. NOTICES

33.1 A notice may be served by or on behalf of the Association upon any member either personally or by sending it by post to the member of his/her address shown in the Register of Members.

33.2 Where a document is properly addressed, pre-paid and posted to a person as a letter, the document shall, unless the contrary is proved, deemed to have been given to the person at a time at which the letter would have been delivered in the ordinary course of post.

34. WINDING UP OR CANCELLATION

34.1 The members of the Association may at a Special General Meeting duly convened for that purpose, resolve upon the dissolution of the Association provided that such resolution be passed by at least three quarters of the votes held by the members present at such Meeting and be subsequently confirmed by a similar majority at a second Meeting held not less than twenty-one (21) days nor more than twenty-eight (28) days after the first Meeting.

34.2 If such resolution shall be duly passed and confirmed, members present at the second Meeting shall appoint two (2) or more members of the Association to be Trustees for the purpose of winding up the business of the Association and to distribute any surplus fund on winding up according to Rule 29 (d).

34.3 Thereafter, the Association shall be deemed to exist only for the purpose of winding up the business of the Association and distributing the assets thereof as hereinafter provided.

34.4 Upon dissolution, the real and personal property of the Association shall be held by the Trustees so appointed and shall be applied by them, firstly, in payment of the costs and expenses of dissolution, secondly, in payment of all just debts and liabilities of the Association and the balance (if any) shall be applied in the manner recommended by at least two thirds of those members personally present at the second dissolution Meeting and in the absence of any such recommendation shall be given or transferred to the Harness Racing Board of the State of Victoria for the purpose of coaching young trainers and drivers in their occupations or by such other means as the Harness Racing Board of Victoria shall think fit and the receipts of the proper officer of the Harness Racing Board of Victoria for any monies paid to him/her by the Trustees shall be a good and sufficient discharge to them and they shall not be bound to see to the application thereof.

35. CUSTODY OF RECORDS

Except as otherwise proved in these Rules, the Secretary shall keep in his/her custody or under his/her control all books, and securities of the Association.

36. AUDIT

The accounts and books referred to in Clause 27.1 shall be audited annually by a practicing accountant, appointed at the Annual General Meeting.

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