FORAC CONSTITUTION

Article 1     Name and Legal Status

Article 2     Main Objectives

Article 3     Membership

Article 4     Management of the Club

Article 5     Composition and Election of Committee

Article 6     Election of Office Bearers

Article 7     Proceedings of the Committee

Article 8     Records and Accounts

Article 9     Affiliation

Article 10   Annual General Meeting

Article 11   Special General Meeting

Article 12   Amendment of the Constitution

Article 13   Dissolution of the Club

Article 14   Voting Rights

Article 15   Adoption and Ratification of Constitution

Article 16   Code of Conduct

Article 1    Name  and Legal Status

1.1 The name of the Club is "Filipino Off Road Auto Club", referred to in this constitution as "The Club."

1.2 The Club is a juristic person, with perpetual succession, having all the powers in law of a juristic person, together with such powers as may be specifically conferred on it by this constitution.

1.3 All legal proceedings by and against the Club may be brought and defended in the name of the Club. The President and Chairman shall have the power to institute or defend any such proceedings on its behalf and in its name when authorised thereto by the Committee.

1.4 The Club logo will be represented in two ways:

Exhibit A

Exhibit B

Distribution of this logo in any form will be logged and maintained by Membership Secretary.

Article 2    Main Objectives

The main objectives of the Club are to:

2.1 promote and maintain the right of Club members and other four wheel drive vehicle owners and users to enter and enjoy public UAE land, and to achieve this, to negotiate with local government, other public authorities, and private landowners to facilitate entry to such areas, and to encourage the development, improvement and maintenance of suitable areas, especially in close proximity to urban areas;

2.2 provide information, instruction and advice about four wheel drive vehicles and their use, and about any related subjects to members, vehicle manufacturers, and other appropriate organisations;

2.3 provide a source of news about four wheel drive vehicles, camping, touring, and any other related subjects;

2.4 provide a service to assist civil authorities and others in times of natural or man-made civil disaster or emergency where four wheel drive or applicable type of member vehicles may be useful or necessary, and to promote and maintain such services on a regular basis;

2.5 maintain a conservation interest group. and provide such services to government, quasi-government, public and private conservation bodies as may be appropriate, particularly where the use of Club member vehicles may be useful or necessary;

2.6 maintain and enforce a code of conduct for Club members: without limiting the general terms of the above, the code of conduct may deal with standards of behaviour, the use of four wheel drive vehicles by members, driving proficiency and courtesy, standards of equipment and environmental preservation;

2.7 encourage the participation in and development of off-road motor sport by its members, and to organise and control off-road motor sport events;

2.8 maintain a positive public image of the Club, its members and its objectives through active participation in the public media;

2.9 develop and maintain such other interest groups or services as may be appropriate to the attainment of any of the objectives set out in this constitution.

Article 3    Membership

The Club shall consist of persons who have applied for membership on the prescribed form, have paid the prescribed membership fee, and have agreed to subscribe to, uphold, and be bound by the objectives, rules and code of conduct of the Club.

3.1 The Club shall have the following classes of subscribing members:

3.1.1 Ordinary members (Lifetime, Driver, Social);

3.1.2 Family Lifetime members, which includes the spouse of the person signing the application form and their dependant children. For the purposes of this Constitution, dependant child means an unmarried, non-self supporting child of either spouse, under the age of 21 years, and whose principal place of residence is with the member signing the application form;

3.2 The Membership Committee shall have the discretion to award Honorary Life Membership to anyone who, in the opinion of the Committee is deserving of such membership in recognition for distinguished service to the Club.

3.3 The Membership Committee may alter, delete, or create classes of membership from time to time, and may vary the terms and conditions of membership as it may deem fit, provided that no such amendment may take effect until the commencement of the next ensuing subscription year.

3.4 The Membership Committee shall from time to time, but not more frequently than annually, determine the membership fees to be paid annually. and the entrance fees to be paid upon application to join the Club by each class of member.

3.5 The Membership Committee shall have the power to amend, suspend, cancel or transfer any class of membership at any time. Such power shall not be exercised arbitrarily, and any member affected thereby shall be given the opportunity to be heard. The Membership Committee shall not be required to make its reasons for any such decision public.

Article 4    Management of the Club

The administration, control and management of the affairs of the Club shall be vested in a Membership Committee, constituted in terms of 5.1 below.

The Membership Committee shall be vested with all such powers as may be necessary or requisite to enable it to fulfil its task. Without limiting such general powers, the Membership Committee shall have the following additional powers:

4.1 to administer control and manage the affairs of the Club;

4.2 to open and operate accounts with any registered financial institution, to issue any negotiable instruments in any form for the purposes of the Club, and to invest and reinvest funds of the Club as it may deem fit;

4.3 subject to ratification by the members of the Club in ordinary or special general meeting, for the purposes of the Club to secure the borrowing of funds by the pledge or mortgage of the Club's moveable or immovable property, to acquire or to sell, rent, hire, (or otherwise encumber or alienate any rights to) immovable property;

4.4 to frame such by-laws, rules and codes of conduct as may be necessary for the proper functioning of the Club;

4.5 to engage and remunerate administrative staff (including a membership secretary) to assist in the administration of the Club, either on a part-time or full-time basis;

4.6 to approve and admit branches of the Club;

4.7 to hold enquiries and to take disciplinary action against any member of the Club for any infringement of the objectives, rules, by-laws, and code of conduct of the Club;

4.8 to form such subcommittees as it may deem necessary, and to delegate to such sub-committees any of the powers with which it is vested; and

4.9 to co-opt members of the Club to the Committee, either to fill casual vacancies on the Committee, or for the purposes of any specific task or .function; and

Article 5    Composition and Election of Membership Committee

5.1 The Membership Committee shall consist of:

 5.1.1 not less than three and no more than nine members of the Club, elected as set out below;

5.2 Elected members of the Committee shall be elected by the members at the Annual General Meeting of the Club, and shall hold office for a period of two years. At the end of each year, one half of the elected members of the Committee shall retire, but may make themselves available for re-election. The members retiring shall be those who have held office the longest, or shall be decided by lot, where necessary.

5.3 Co-opted members may be available for election to the Membership Committee if properly nominated, but otherwise retire from the Membership Committee at the end of the year, or on completion of the task for which they were co-opted, whichever occurs first.

5.4 Nominations for the Membership Committee shall be signed by the proposer and a seconder, and by the nominee, and must reach the Secretary not less than seven days before the date of the Annual General Meeting. The Membership Committee shall be entitled to allow nominations to be made at the Annual General Meeting, provided that no person may be nominated for the Committee unless his or her specific consent to the nomination has been obtained.

5.5 The election of Membership Committee members shall be conducted by the Chairman, or any non-retiring member of the Membership Committee, and shall be by secret ballot.

Article 6    Election of Office Bearers

At the AGM the members shall:

6.1 subject to 6.5 below, elect from amongst its members (described in 6.1) a Chairman, a Vice-Chairman, a Meetings Secretary (referred to in this constitution as "the Secretary"), a Treasurer, and such other officers as may be necessary. A Committee member may hold more than one office, if so agreed to by the Committee;

6.2 The committee shall appoint from members of the Committee and the Club such standing committees and sub-committees for special purposes as it may deem necessary.

6.3 The Chairman may be elected to office for a maximum period of three years, whereafter he or she may not again be elected to that position during the next ensuing two years; provided that a Chairman may be removed from office at any time by special resolution of the Membership Committee or the Club.

6.4 A Membership Committee member can stand three two year consecutive periods and then needs to stand down for at least one year.

6.5 To qualify for election to the office of Vice-Chairman, a candidate shall have been a member of the Club for not less than 12 months at the time of election. This provision may be waived by Special Resolution of the Club. In addition, the Vice-Chairman will need to have served on the committee for a minimum period of 1 year in the past 5 years to be available for election.

6.6 Outgoing Officers of the current Fiscal Year will have the following post for the next Fiscal year:

President = automatically be appointed as Adviser

Chairman = automatically be appointed as President

Vice-Chairman = automatically be appointed as Chairman

Article 7    Proceedings of the Membership Committee

7.1 The Membership Committee shall meet whenever necessary, but not less than six times per year. The Membership Secretary shall ensure that at least ten days written notice of each meeting is given to every member of the Committee. The notice shall be accompanied by the agenda for the meeting, and a copy of the minutes of the previous meeting. The Membership Committee may dispense with or condone short notice of any meeting.

7.2 A quorum shall consist of one half of the members of the Membership Committee. Each member of the Membership Committee shall have one vote, and the Chairman shall have both a deliberative and a casting vote.

7.3 If a member of the Membership Committee fails, without having obtained leave of absence, to attend three consecutive meetings of the Membership Committee of which proper notice has been given, he or she shall be deemed to have vacated his or her seat and shall be so informed in writing by the Chairman. The Membership Committee shall be entitled to condone absence from meetings on good cause shown by the member, and may grant a member leave of absence for a period not exceed one year.

7.4 A special resolution of the Membership Committee shall require a two thirds majority of the quorum present to adopt the motion. All other decisions of the Membership Committee shall be by simple majority.

7.5 The Chairman, or in his or her absence, the Vice-Chairman, shall preside at all meetings of the Membership Committee. If both the Chairman and Vice-Chairman are absent, the members then present shall elect a chairman for the meeting from amongst them.

Article 8    Records and Accounts

8.1 The financial year of the Club is from 1^st March to 28^th February  of each year, or such other dates as the members in Annual General Meeting may determine. Any reference to a year in this constitution means the Club's financial year.

8.2 The Liaising Officer to EMSF shall ensure that proper minutes of all meetings of the Committee are maintained, and are kept in a suitably accessible and secure form. Any member of the Membership Committee shall be entitled to inspect such records upon giving reasonable notice to the Liaising Officer to EMSF.

8.3 The Treasurer shall ensure that proper books and accounts of the business and affairs of the Club are kept in accordance with generally accepted accounting practices applicable to a Club. Such books and records shall be available for inspection by any member of the Membership Committee upon giving reasonable notice to the Treasurer.

8.4 The Treasurer shall prepare and present to each Membership Committee meeting financial reports in a form reasonably required by the Membership Committee. Such reports shall be made at least once each quarter.

8.5 The financial records of the Club shall be audited by a registered Auditor at the end of each financial year. The audited accounts shall be tabled and presented to the members at each Annual General Meeting.

Article 9    Affiliation

9.1 The Club may admit as affiliates any other club, society or organisation having objectives essentially similar to or commensurate with those of the Club, as expressed in this constitution. Such admission shall be on such terms, including the payment of any affiliation fees, as the Committee may from time to time decide.

9.2 The Membership Committee may decide by special resolution to apply for the affiliation of the Club to any other club, society or organisation having objectives essentially similar to or commensurate with those of the Club, or if in the opinion of the Committee, such affiliation will further the aims and objects of the Club.

Article 10  Annual General Meeting

10.1 The Annual General Meeting of the members of the Club shall be held not later than three months after the end of each year, at such time and place as the Committee may determine. The first Annual General Meeting following the adoption of this constitution shall be held on a date to be determined by the members at the meeting at which this constitution is adopted.

10.2 Members shall be given not less than 21 (twenty one) days notice in writing of the Annual General Meeting. The notice shall stipulate the time and venue of the meeting, and shall contain an agenda for the meeting. In addition, the notice shall contain a list of all current Committee members, together with their retirement dates, and in the case of retiring or co-opted members, whether they are available for re-election or election, as the case may be.

10.3 The business of the Annual General Meeting shall be to:

10.3.1 adopt, with or without modification, the minutes of the previous Annual General Meeting;

10.3.2 receive and consider the Annual Report of the President and Membership Committee on the activities of the Club during the preceding year;

10.3.3 consider and approve the audited financial statements for the preceding year;

10.3.4 consider any notices of motion submitted in writing to the Secretary not less than 14 (fourteen) days before the meeting;

10.3.5 elect auditors for the next financial year. Any proposal to nominate alternative auditors shall be submitted in writing to the Secretary not less than 14 (fourteen) days before the meeting;

10.3.6 transact any other business with the approval of the President;

10.3.7 elect members of the Membership Committee.

10.4 The quorum for the Annual General Meeting shall be the number of members with full voting rights present at the meeting, provided that the number of members present exceeds the number of members of the Membership Committee present. If a quorum is not present, the Committee shall adjourn the meeting for a period not exceeding 30 (thirty) days, to such time and place as it may determine. The number of members present at such adjourned meeting shall form a quorum.

10.5 The Chairman, or in his or her absence, the Vice-Chairman, shall preside at the Annual General Meeting. If both the Chairman and Vice- Chairman are absent, the members then present shall elect a chairman from amongst them for the meeting.

Article 11  Special General Meeting

11.1 A Special General Meeting of the Club may be called by a special resolution of the Membership Committee, or by a petition signed by not less than 25 (twenty five) members of the Club in good standing, with voting rights.

11.2 Within 14 (fourteen) days of the special resolution of the Membership Committee, or receipt of the petition referred to above, the Secretary shall convene a Special General Meeting on not less than 21 (twenty one) days written notice. The notice shall state specifically the purpose of the meeting, and shall contain the terms of the resolutions proposed for consideration at the meeting.

Article 12  Amendment of the Constitution

This constitution may only be amended by a two thirds majority of the members of the Club present in a Special General Meeting convened for that purpose in accordance with the provisions of clause 12.

Article 13  Dissolution of the Club

The Club may be dissolved by a two thirds majority of the members of the Club present in a Special General Meeting convened for that purpose in accordance with the provisions of clause 12. The meeting shall decide on the disposal of assets, provided that no assets may be distributed to the members of the Club.

Article 14  Voting Rights

The following are the voting rights of members whose subscriptions are not in arrears (members in good standing):

14.1 lifetime and driver members have one vote per member;

14.2 social members have one half (0.5) vote per member;

Article 15  Adoption and Ratification of Constitution

This constitution may be adopted by a two third's majority of the members of the Club present at the Annual General Meeting, provided that the notice convening the meeting also gave notice of the intention to present this constitution for adoption and ratification.

Once this constitution has been so adopted and ratified, it shall supersede all previous constitutions of the Club, which shall thereupon become of no further force or effect.

Article 16  Code of Conduct

• Towards authorities - Be of positive attitude when interacting with them, understanding and abiding by their rules
• Toward vehicle perfection - Maintain a sound, presentable and roadworthy 4x4, always carrying sufficient spares and tools
• When travelling on-road - Drive defensively, setting an example to others
• When travelling off-road - Drive to survive. Maintain communication with your group. Pre-plan food, fuel, medication, access and camps. Contribute to the group's well-being.
• As a custodian of nature - Take only photos, leave only tyre-prints. Accept responsibility for your group. Drive gently, follow existing tracks and make no new ones. Preserve and respect all living things.