The Constitution

1. Name
   1.1  The name of the Association shall be Adelaide Hills Rail Trail Incorporated, hereinafter referred to as AHRT.
   1.2  AHRT may affiliate with such other organisations as its members shall determine.
   1.3  At any Annual General Meeting AHRT members present may appoint a person to be patron of AHRT.

2. Objectives
2.1  AHRT shall be non-party political, non-sectarian and non-profit making.
   2.2  AHRT shall have the following objectives:

a.  to promote and encourage the development of a multi-use rail trail from Balhannah to Mt Pleasant for recreational and transport use by walkers, cyclists and horse riders;
          b.  to promote an open and consultative approach in our work with stakeholders within the project;
c.  to act as possible as a public voice on behalf of those in the community that are supportive of the rail trail;
d.  to promote and encourage a safe, healthy, environmentally sustainable trail network;
e.   to deliver a strategic approach in the development of the trail ensuring that the economic benefits to the community are maximised.

3. Membership
3.1   Membership of AHRT shall be open to any person who supports the objectives of AHRT, undertakes to be bound by its rules and constitution, agrees to pay the prescribed annual membership fee.

    1. The prescribed annual membership fees shall be determined at the Annual General Meeting of AHRT.
    2. Members of AHRT who have not paid or renewed their membership when fee due at AGM shall be declared unfinancial and will be ineligible to vote at meetings of AHRT or to stand for any office of AHRT.

3.4 At any General Meeting of AHRT, members present may decide not to accept the renewal of the Membership of any member. At least 14 (fourteen) days notice shall be given to members of such a motion.
3.5 AHRT may, at its discretion elect to Honorary Life Membership of AHRT anyone who has rendered service to the promotion and/or interests of AHRT, provided that not more than two persons are elected in one year.
     a. Approval by both the Executive Committee and at a General Meeting of AHRT is required before Honorary Life Membership may be conferred on any person;
   b. Persons receiving Honorary Life Membership presented with a certificate of    recognition;
c. Honorary Life Members shall retain full voting power.
3.6    Categories of membership:
i.   Personal - individual person.
ii.  Household - members of a family living at the same address
iii. Concession - student, pensioner, unemployed.
iv. Organisations – clubs, schools, councils and other not for profit organisations.
v.  Commercial membership.
   3.7   a. A Household membership (two or more persons living at the same address) is           entitled to two (2) votes.
  b. Eligibility for Executive Committee membership restricted to one natural person per current fully subscribed membership.

4. The Executive Committee
    4.1   Persons elected to the following positions shall comprise the Executive Committee:
            a.  President
            b.  Vice President
            c.  Secretary
            d.  Treasurer

  1. Up to Six (6) other members of AHRT who shall be elected at an Annual General Meeting.(minimum number at committee meeting for decision to be made)

  f.    Other persons as deemed appropriate by the Executive Committee.
  g.   All executive members elected shall be appointed for a two year term with half of the executive members retiring at each Annual General Meeting, with the President, Secretary and half of the executive members referred to in para.e. and f. of clause 4.1 retiring in one year and the Vice President, Treasurer and the remaining executive members referred to in para e. and f. of the same clause 4.1 retiring in the next year and all eligible for re-election.
4.2  If a member of the Executive Committee resigns or is otherwise unable to perform his/her duties prior to an Annual General Meeting, the Executive Committee shall have the power to appoint a substitute officer.
4.3  Any member of the Executive Committee may be removed from his/her office by a General Meeting of AHRT. At least fourteen (14) days notice shall be given to members of a motion to remove a committee member from office. The Meeting which so removes a committee member shall elect a successor.
4.4  The Executive Committee shall have the control and management of AHRT subject to any direction it shall receive from any General Meeting.
4.5  The Executive Committee shall appoint the Association’s Public Officer.

    1. The Vice President shall undertake and perform all such duties as the Executive Committee shall direct, chair and shall be responsible for the advocacy focus of AHRT.

4.7  The Treasurer shall undertake and perform all such duties as the Executive Committee shall direct, shall keep an account of all monies received and disbursed by AHRT, and shall present a statement of account at each Annual General Meeting.
4.8  The Executive Committee shall as often as shall be necessary to conduct the business of AHRT. Any two members of the Executive Committee shall be entitled to call a meeting. A quorum at any meeting of the Executive Committee shall be at least three (3) members.
4.9  The notice of all meetings of the Executive Committee shall be given to members of the Committee at least seven (7) days before the date of such meeting. The accidental non-receipt by any member of any such notice shall not invalidate or affect any proceedings at such meetings.
4.10  The Executive Committee may, as required, engage employee(s).


5. Sub-Committees of the Association
   5.1 In addition to the Executive Committee, AHRT shall appoint other sub-committees as it considers necessary.
   5.2  The powers, duties and procedures of such sub-committeesshall be determined or varied at any meeting of AHRT.
5.3  Each sub-committee established under this clause shall report to AHRT or the Executive Committee on any matters relevant to its work, and shall make a written report of its activities to be distributed at each Annual General Meeting of AHRT.
            a.  Chairs of such committees shall be elected at a meeting
                  of that sub-committee.

6. General Meetings of AHRT

    1. An Annual General Meeting of AHRT shall be held within five (5) months of the end of the financial year, as specified in item 9.3.
    2. The Executive Committee shall take reasonable steps to inform members of a General or Annual General Meeting.

7. Procedures at General Meetings of AHRT
    7.1 The President or Vice President of AHRT, or a member elected in their absence for the meeting, shall act as chair of any General Meeting.
7.2  Fifteen (15) financial members shall constitute a quorum at any Annual General Meeting or General Meeting of AHRT. In the case of a meeting at which no quorum shall be present thirty minutes after the time fixed for the General Meeting, the meeting shall stand adjourned for 14 days on which occasion those present shall be deemed a quorum.
    7.3 All decisions of AHRT or any of its committees shall if necessary be determined by a vote of members present at any such meeting. A simple majority in favour of a proposal shall be sufficient to cause it to be passed, with the exception of Constitutional changes which require a two-thirds (2/3) majority vote.
7.4  At the Annual General Meeting of AHRT, the following written reports will be considered by the members:
            a.  President’s Report
            b.  Treasurer’s Report
   c.  Other reports deemed necessary by the Executive Committee.
   d.  Reports for Sub-Committees established under Clause 5.
7.5  At all meetings of AHRT, the Vice President shall have a casting vote in addition to his/her deliberative vote.


8. Records of AHRT
All records of AHRT shall be open for the inspection of any member at any reasonable time.

9. Financial Management of AHRT
9.1  All monies of AHRT shall be deposited in such bank or other institution as the Executive Committee shall from time to time determine.
9.2  All cheques shall be signed and countersigned by any two (2) of the prescribed signatories as determined by the Executive Committee.
9.3The Financial Year of AHRT shall be from1st July to 30th June.
9.4 Subject to any directions it shall receive from any General Meeting of AHRT, the control and management of AHRT finances shall be vested in the Executive Committee which shall have all powers necessary to give effect to the attainment of the objectives of the Association. In particular and without derogating from the foregoing, the Executive Committee shall have power:
            a.  to accept subscriptions, donations and legacies;
            b.  to acquire by purchase, gift, bequest or otherwise and
   to hold real and personal property of any kind or any   interest in or right thereto and to dispose of the same by sale, donation or such other manner as the Executive Committee may deem expedient or desirable for the promotion of or conducive to the objectives of AHRT; and
            c.  to invest the monies forming part of the assets of AHRT under such terms and   conditions as the Executive Committee thinks appropriate.
9.5     At any Annual General Meeting of AHRT the members shall approve the now appointment of an auditor to inquire into the Financial Management of AHRT and to report to the members upon it. The cost of such audit shall be met from the funds of   AHRT.

10. Rules and Delegation
10.1 AHRT shall spend such of its money and do such things as contribute to the furtherance of its objectives.
 10.2  In addition to the vesting of its powers and authorities in persons and committees       specifically referred to in this Constitution, AHRT may delegate such other of its powers and authorities to any other of its members, employee or to any other sub-committee of AHRT.
10.3 AHRT may make rules to determine procedures and powers for itself or for any other sub-committee or person acting on its behalf under this Constitution, or appointed under this clause.
10.4 AHRT may have Rules concerning the conduct and equipment of persons attending any tour or event held by it, and for any other matter relevant to such tour or event. Failure to comply with such Rules may at the Executive Committee’s discretion render a person ineligible to attend further tours or events.

11. Amendments to the Constitution
The provisions of this Constitution may only be amended by resolution passed at a General Meeting or Annual General Meeting of AHRT of which notice specifying the terms of the proposed amendment has been given to the members at least fourteen (14) days prior to the meeting. No such amendment will be carried unless it is supported by at least two thirds of the total financial members of AHRT present at that meeting.

12. Dissolution of AHRT 
     12.1 AHRT may be dissolved by a special resolution of not less than three-quarters (3/4)  of the members of AHRT who are entitled to vote under the rules of AHRT, and who vote in person at a General or Annual General Meeting.

     12.2 Notice of motion to dissolve AHRT shall be circulated to members at least twenty one (21) days prior to the meeting at which the motion will be discussed.

     12.3 In the event of dissolution of AHRT the funds of the association shall, after all outstanding debts have been settled, be distributed to another incorporated association having purposes similar to AHRT.

13. Association not to be liable
No member of AHRT shall hold the Association or any person acting on behalf of the Association liable as a result of any claim in respect of negligence or other failure to take due care, arising from the planning or conduct of any tour or event.