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Ferrari Owners' Club of New Zealand

Constitution

THE CONSOLIDATED RULES AND CONSTITUTION OF THE FERRARI OWNERS’ CLUB OF NEW ZEALAND (INC.)

1 Name

  1. The name of the organisation shall be “The Ferrari Owners’ Club of New Zealand (Inc)” (“the Club”).

2 Registered Office

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

3 Objects of the Club

  1. To foster interest and engage in the preservation and maintenance of Ferrari motor vehicles in New Zealand.
  1. To maintain a register of Ferrari motor vehicles and owners in New Zealand.
  1. To encourage the proper presentation of Ferrari motor vehicles at all times.
  1. To promote rallies, competition, trials and such other events as may be suitable for Ferraris.
  1. To provide facilities for Members to obtain and maintain such vehicles and to this end to provide Members with such information, literature and other assistance by such means as the Club or Executive may from time to time determine.
  1. To foster among Members a system of mutual voluntary assistance for the maintenance and preservation of all vehicles catered for by the Club.
  1. To promote and encourage such meetings, lectures, discussions and other social functions as the Club may from time to time determine.
  1. To foster road courtesy and safe driving and to co-operate with Government and local authorities to this end.

4 Powers

4.1 To do all acts and things necessary for the achievement of its objectswhich includes (but is not limited to) the powers set out in the Consolidated Rules and Constitution of the Club (“the Constitution”)

4.2 To co-operate with any society, organisation or group of persons in any action or matter which the Executive shall consider shall be in the furtherance of the objects of the Club.

  1. To purchase, take on lease or otherwise acquire upon such terms as it may think fit, any real and personal property; and any rights and privileges, either necessary or convenient, for the purposes of the Club.
  1. To invest and deal with the funds of the Club and invest same in such securities or in such manner and upon such terms and conditions, as the Executive may think fit.

4.5 The Club may sell, lease, exchange, mortgage, or otherwise deal with all or any of the real financial and personal property of the Club subject to paragraph 12.6 below.

5 Membership

5.1 The three classes of Members are:

(a) Member – Member and spouse (or partner) who currently or have previously owned a Ferrari car. For the purposes of voting, or exercising other such rights a member, a spouse or partner shall not be entitled to a separate vote unless they have paid a separate subscription and are therefore a separate member;

(b) Associate Members – any persons interested in furthering the interests of the Club, who, in the opinion of the committee, will make a worthwhile contribution to the club;

  1. Honorary Life Member (HLM) – Any Member who has rendered the Club outstanding service which, in the opinion of the Executive, is such that a Member merits the conferment of the status of Honorary Life Membership. The procedure for the appointment of an HLM is contained in paragraph 6.0 below.

5.2 Applications for Membership:

New members may apply to be invited to join the Club by completing an application for membership. New members may only be invited to join the Club if that new member is acceptable to a majority of the Executive.

5.3 (a) Each Member on joining the Club shall be issued with a membership badge and a copy of the current Constitution of the Club, the cost of which is covered by their first subscription.

(b) Each Member shall be issued with a Membership Card that shall be renewed on payment of their annual subscription.

(c) By becoming a member of the Club, the member irrevocably agrees to be bound by the rules of the Club including any lawful decisions of the Club.

5.4 Resignation:

(a) Any Member may discontinue their membership by giving thirty days notice in writing to the Secretary. Any outstanding fees and any other money which is payable to the Club is required to be paid before the member can be removed from the membership register. .

(b) Any Member who is over one month in arrears with a subscription, or any other moneys due by them to the Club, shall be liable to have their membership cancelled by the Executive. If membership is cancelled on this basis the Member may not be discharged from liability for any arrears or moneys due at the date of such cancellation.

5.5 All members shall promote the Objects of the Club and shall do nothing to bring the Club into disrepute.

5.6 Pecuniary Profit:

(a) Any income, benefit or advantage will be applied to the Objects of the club.

(b) No member of the Club or any person associated with a member shall participate in or materially influence any decision made by the Club in respect of any payment to or on behalf of that member or associated person of income, benefit or advantage whatsoever. Any such income paid shall be reasonable and relative to that which would be paid in an arm’s length transaction (being the open market value).

(c) The Club is not permitted to offer a prize to be competed for by any Member nor is it permitted to allow a sponsor to do so.

5.7 The procedure for expulsion of members will be as follows

(a). Any person or organisation may make a complaint to the Executive Committee that the conduct of a member of the Club is or has been injurious to the character of the Club. Every such complaint will be in writing and addressed to the Secretary.

(b) If the Executive Committee considers that there is sufficient substance in the complaint, it may invite the member to attend a meeting of the Executive Committee and to offer a written and/or oral explanation of the member’s conduct.

(c) They will give the member at least fourteen (14) days written notice of the meeting. The notice will:

(i) Sufficiently inform the member of the-complaint so that the member can offer an explanation of the member’s conduct; and

(ii) Inform the member that if the Executive Committee is not satisfied with the member’s explanation the Executive Committee may expel the member from the Club.

(d). If in the meeting the Executive Committee decides to expel the member from the Club the member will cease to be a member of the Club.

(e). A member expelled may within 14 days give written notice of appeal to the Secretary.

The Secretary will then arrange for the appeal to be heard by an independent panel of 3 Ferrari members appointed by the Executive Committee. That panel will conduct a hearing on notice at which the complainant and the expelled member will be entitled to be heard. The Panel will decide the procedure to be followed at the hearing. If the panel recommends to the Executive Committee when it next meets that the member should be reinstated, the Committee, if it is satisfied that the panel has conducted a fair hearing, shall pass a resolution rescinding the expulsion and the member will be reinstated immediately.

6 Honorary Life Membership

6.1 Nominations

Any current financial member of the Club may nominate another current financial member (“nominee”) for (“HLM”). Any such nomination must be in writing (letter or email) and address the HLM guidelines listed below. This nomination must have a seconder, who is a current financial member. The seconder must provide a written narrative stating why they support the nomination. The nomination will only proceed if approved by the nominee.

6.2 Branch Review

Nominations are to be forwarded to the Chairman of the Branch in which the proposed HLM resides. Upon receipt of such nomination the Branch Chairman shall have it placed on the agenda for the next meeting of the Branch Committee. If the Branch Committee votes to approve the nomination by at least a 75% majority of those present at the meeting, the Branch Chairman shall forward the approved nomination to the Secretary of the Executive.

If the relevant Area Committee has only 2 people (or less) then the nomination may be passed directly to the National Executive without a vote for consideration.

6.3 Submission process

On receipt of the approved nomination the Secretary shall inform all members of the Executive and supply each with a copy of the nomination and the supporting material. The Executive shall then decide on and invite at least two non-executive members (“submitters”) to make a submission on the nomination. The submitters should know the nominee and be aware of their achievements. The submitters cannot be the nominator or the seconder.

If a submitter accepts an invitation, they do so on the understanding that submissions are to be confidential between them and the Executive. Submitters are to be given a copy of the nomination and they have 14 days to make a written submission (via email or post). Submissions should state whether they are for or against the HLM nomination and state the reasons why.

If submissions are not received within the time period allowed then the Executive may deem this requirement to have been met or it may decide to solicit some other members to make submissions. Ideally the Executive should receive at least one supportive submission in order for the nomination to proceed any further.

  1. Executive review

Once the submission process is complete, the nomination and submissions shall be provided to each member of the Executive at least two full weeks prior to an Executive meeting where the nomination will be considered. Any such Executive meeting shall also be at least two full months prior to an AGM so that the nomination can be included on the AGM agenda if it receives Executive approval.

In considering the application the Executive shall take into consideration the established criteria and guidelines, the quality of the candidate and the level of support established by the canvassers’ submissions.

  1. Executive decision

For an HLM to be approved 100%of the Executive shall vote in favour – otherwise it shall be declined. If it so decides and in order to allow more time to consider the matter or to gather more information the Executive may defer its decision until the next Executive meeting.

  1. AGM

Following approval by the Executive, the HLM shall be included as an AGM agenda item. The accolade of HLM shall be announced at the AGM. An HLM is thereafter exempt from any membership subscription fee and shall enjoy the same rights and privileges of voting and office as any financial member.

d) Confidentiality

All participants in the above steps are to maintain confidentiality of the nominee and the details of their nomination. Nobody other than the nominee, nominator, seconder, submitters, Branch Committee and Executive should be aware of the nomination until the AGM (assuming it is approved). If a nomination is declined, it is particularly important that confidentiality be maintained.

6.4 HLM guidelines

(a) Mandatory requirement:

The HLM nominee must be a current financial member and must have been a member for at least 10 years.

(b) Highly desirable attributes:

Has served on the Executive or local Branch Committee for a minimum of five years and

If no longer on the Executive, has stepped down on amicable terms and/or

Has made significant contributions to the Club or the Ferrari marque over a number of years; ideally part of that significant contribution will have been within the last five years and

Remains active within the Club.

An exception to the above may be a person who might not be in the Club but who has made a significant contribution to the Ferrari marque on the world stage (e.g. Chris Amon)

7 The Executive

7.1 The Executive is the governing body of the Club.

7.2 The Executive consists of : –

(a) The President of the Club

(b) The Past President of the Club who shall be the Immediate Past President and who may remain a Member of the Executive following the end of their term as President until the next President retires.

(c) The Chairman of each duly established Branch of the Club

(d) The Secretary

(e) The Treasurer

(f) A representative of the Publications Committee nominated by the member of the Publications Committee

7.3 Fifty percent of the current Executive members shall form a quorum.

7.4 The Executive has the following powers:

  1. To exercise all the powers of the Club, unless the Executive’s power is limited by the Constitution or by a Majority Vote of the Club.
  2. To determine the policies of the Club;
  3. To co-opt Members and appoint sub-committees to assist where necessary.
  4. To do all other things that it considers necessary to further the objects of the Club.
  5. To determine the terms and conditions of employees, volunteers and any other persons rendering service to the Club.
  6. To decide how a person becomes a member and how a person ceases to be a member.
  7. To discipline any Member in accordance with this Constitution.
  8. To determine the rules for carrying out any competitions, runs, trials, rallies, speed events or other activities.
  9. To set membership fees including subscriptions and levies.
  10. To manage the Club’s financial affairs.

8 Branches

8.1 The Club may establish Branches at any place or places it may think fit, and may from time to time fix and determine the boundaries or territories, of each such Branch, provided that where any proposed new Branch is less than fifty (50) kilometres from the centre of an existing Branch, the Executive may require a minimum of thirty (30) Members in the new Branch.

8.2 The Members of a Branch shall consist of the Members of the Club who for the time being are residing within the boundaries or territory from time to time assigned to the Executive of a Branch committee. When a new Branch is formed the existing Members residing in the boundaries or territory of a new Branch shall be given the option of joining the newly formed Branch or staying with the original Branch. Notwithstanding anything herein before contained, the Club’s Secretary shall have the power to allocate any Member, on application of that Member, to any Branch of the Club.

8.3 The general rules of the Club shall (so far as the same are applicable) govern the conduct of the affairs and meetings of the Branch.

8.4 Any complaint in regard to a Member of a Branch shall be transmitted by the Branch Committee to the Executive Committee who shall deal with the complaint.

8.5 The Chairman of each Branch Committee shall upon his election be deemed to be a Member of the Executive of the Club (see Clause 7.2)

9 Branch Committees

  1. The Branch Committee shall consist of the Branch Chairman, and any other Officers deemed necessary by the Executive. The Executive shall from time to time determine the number of members required on a Branch Committee to suit the needs of each branch. Fifty percent of Committee Members shall form a quorum.
  1. The President shall allocate various responsibilities to the Branch Committee for the year.
  1. The Branch Committee shall meet at such place and time as it shall determine, either in the presence of Members of the Committee in one venue or by the attendance of Members on a teleconference call or a communication by other digital means.
  1. Powers: The Branch Committee shall have the following powers.
  1. To plan, manage, administer and report on the affairs and finances of the Branch.
  2. To co-opt or engage the assistance of any persons or organisations to assist or advise the Branch.
  3. To establish Committees or Sub Committees as it considers necessary to assist the administration and functioning of the Branch.
  4. To implement the policies and procedures as directed by the Executive.
  5. To fill any vacancies in any Committees of the Branch.

9.5 Voting: All decisions and resolutions of the Branch Committee shall be passed by a vote of a majority of Branch Committee Members in attendance at that meeting. Voting may be verbal, by show of hands, or secret ballot (if requested by any Branch Committee Member attending). There shall be no proxy votes.

9.6 Each year the Branch Committee of each Branch must table a report to the Annual General Meeting of the Club, including the presentation of a Statement of Financial Affairs detailing all trading and accounting matters for the branch for the financial year.

10 Election of Officers.

10.1 Not less than sixty clear days before the Annual General Meeting the Executive Committee shall cause notice to be given to all Members, intimating the date for closing nominations for the offices of President and the other Executive positions, as listed in section 6, and shall invite nominations for such offices to be forwarded in writing to the Secretary to arrive not less than thirty clear days before the date appointed for the Annual General Meeting. Every such nomination to be signed by the Member nominated, their nominator and seconder. Nominations via email are permitted.

10.2 Only a Member who has served at least one year upon the Executive of the Club shall hold the Office of President. After three consecutive terms in the position of President the candidate must stand aside for at least one term. Members shall be eligible for election to the Executive Committee if they shall have paid all monies due by them to the Club and have been financial Members of the Club for at least six months prior to nomination. If the number of candidates for the Executive Committee exceeds the number of respective vacancies to be filled, an election shall take place.

10.3 Such election shall be by ballot of all Members of the Club except in the event of any election for Branch Chairman where only the members of that Branch shall be entitled to vote and shall be conducted by the Secretary.

Both on-line and postal voting are permitted. Members will choose between postal or on-line voting. The choice will be recorded in the Club Database. If no choice is made, a default of on-line will be recorded.

If an election is necessary, ballot papers (and in the case of on-line voting; electronic forms) for such election shall be prepared by the Secretary and not more than twenty eight clear days before the Annual General Meeting a ballot paper or link to a form shall be posted or emailed to every Member. The ballot paper shall contain the names, Branch, addresses and occupations of Members nominated for each of the offices, in the form of alphabetical lists.

With each physical ballot paper the Secretary shall also send to each Member an envelope addressed to the Secretary, with the words “Ballot Paper” marked thereon. Each Member who votes via post shall strike out from their voting paper the name of any candidate for whom they do not desire to vote and shall leave uncancelled the name of any candidate for whom they desire to vote up to the maximum number of vacancies. After voting, the Member shall then return their voting paper, sealed in the provided envelope in the prescribed manner, to the Club’s registered office.

10.4 For the purposes of a ballot, the accidental omission to post or email to any Member a voting paper or link to a voting form and such other documents and papers shall not invalidate any election or in any manner whatsoever prejudice or affect any proceedings or steps relating to the taking of a postal ballot or anything arising out of or consequential on such ballot. No ballot paper on which the number of candidates voted for is more than the number of vacancies, or which is received by the Secretary later than 8 am on the fifth day preceding to the Annual General Meeting, shall be valid.

10.5 The Secretary shall notify each candidate of the time and place appointed for the opening and the counting of the voting papers (in these rules called the “ballot”) and each candidate or representative duly appointed in writing (who shall in all cases be a Member of the Club) shall have the right to attend, but take no part in the counting of votes.

10.6 The Secretary shall open the envelopes at 8 am on the fifth day preceding the Annual General Meeting (or as soon thereafter as practicable) at the office of the Club or other place, as determined by the Executive, and duly notified by the Secretary as provided in 10.5 and together with such assistants as at their absolute discretion may or shall require to count the votes. The Executive Committee shall appoint two official scrutineers to assist the Secretary in the counting of votes. The Members not exceeding the number of vacancies respectively to be filled who obtain the highest number of votes shall be deemed to be duly elected but shall take office only as from the dissolution or first adjournment if any (whichever event shall first happen) of the Annual General Meeting at which the declaration of the results of the poll is announced.

10.7 Provided however that where there is an equality of votes between candidates to be declared elected the Secretary shall determine by lot which candidate or candidates shall be elected. The Secretary shall, after conferring with the scrutineers, be the sole and absolute judge as to whether any voting paper returned or any vote is valid or invalid, and should or should not be taken in consideration in the count and the decision of the Secretary in every case shall be conclusive and shall not be questioned or contested or impeached for any reason whatsoever. Where a question arises over voting papers returned or whether any vote is valid or invalid, and should or should not be take into consideration in the count concerning the position of Secretary, the residing President shall be the sole and absolute judge and in every case his decision shall be conclusive and shall not be questioned or contested or impeached for any reason whatsoever.

10.8 On completion of the count the Secretary shall sign a certificate stating the names of candidates and the number of votes cast for or obtained by each and such certificate shall be conclusive and final evidence of the result of the poll. The Secretary shall deliver such certificate to the President or failing that person, the Chairman of the Annual General Meeting, and the result shall be announced at the Annual General Meeting.

11 Meetings

11.1 The Annual General Meeting of the Club shall be held at such place as the Executive shall determine and take place during the first six months of each year, or such other month as may be determined in any Special General Meeting.

11.2 Notice of Meeting: Sixty clear days notice in writing or by advertisement shall be given of all Annual or Special General Meetings.

11.3 Agenda and Business: The business which shall be discussed at the Annual General Meeting includes the annual report, statement of annual accounts, items of business, elections and any alterations to this Constitution. An agenda containing the business to be discussed at an Annual General Meeting shall be forwarded to all Members by not more than 42 days before the date of the Meeting.

11.4 Voting: At all Annual General or Special General Meetings each Member whose subscription is not in arrears more than one month shall have one vote which must be given personally. Voting shall be by a show of hands unless a ballot is demanded. In all cases of equal voting, the Chairman for the time being shall have a casting vote as well as a deliberative vote.

11.5 Special General Meeting: On written request to the Secretary, signed by fifteen financial Members of the Club, the Executive or by the President, shall call a Special General Meeting. The provisions relating to notice of and proceedings at the Annual General Meeting shall apply to Special General Meetings, so far as applicable. A special General Meeting will only consider business related to the reason for which it is called, as notified to members.

11.6 Quorum: At all Annual General or Special General Meetings of the Club fifteen financial Members shall form a quorum.

12 Finance

.12.1 All the financial affairs of the Club and anything relating to the financial affairs of the club shall be administered and managed by the Executive, subject to the provisions contained in this Clause

12.2 The Executive Committee shall present at or before the Annual General Meeting an annual report, statement of annual accounts and a proposed budget for the next financial year.

12.3 The Executive may appoint an auditor on an annual basis to audit the finances of the Club.

12.5 Expenditure for a specific activity may be approved by a majority vote at an AGM.

12.6 the Executive’s authority to expend or commit Club funds shall not exceed thirty thousand dollars ($30,000) or 50% (whichever is the lesser) of the Club’s forecast Equity. If the proposed expenditure or commitment exceeds thirty thousand dollars or 50% of Clubs equity (whichever is the lesser), the expenditure or commitment must be approved by a majority of the Membership before proceeding with that expenditure or commitment.

12.7 The financial year of the Club shall be 1 January to 31 December in each year.

12.8 Subscriptions

Subscription rates will be determined from time to time by decision of the Executive.

(a) The Executive shall set annual subscriptions for all classes of Members.

(b) Annual subscriptions and Branch levies (if applicable) shall be payable in advance of the appointed due date of each year and all persons who areMembers for any part of a financial year shall be liable for the full subscription for such year. Honorary Life Members shall pay no annual subscription.

(c) A penalty payment, as determined by the Executive, is payable if subscriptions are not paid by the due date.

(d) The Executive may establish any fees or levies as it deems necessary from time to time.

13 Alteration to the Constitution

13.1This Constitution may only be amended by resolution of a seventy-five percent majority of financial Members voting either by ballot or by a show of hands at an Annual General Meeting or Special General Meeting.

  1. Proposed alterations to the Constitution must be made in writing to the Secretary of the Executive Committee;
  1. Proposed alterations must be signed by the proposer and a seconder. Proposers and seconders will be responsible for ensuring that they are clearly worded and free from ambiguity. Both proposer and seconder must be paid up members of the Club;
  1. The Secretary will post or email proposed amendments to Members with the agenda for the next AGM (or Special General Meeting if one is called for this purpose);
  1. Voting papers, as prepared by the Secretary, must be supplied to all financial Members not more than 42 clear days and not less than 26 clear days before an Annual General Meeting or Special General Meeting.
  1. Completed voting papers must be in the possession of the Secretary not later than 8 am on the 5th day preceding the Annual General Meeting or Special General Meeting.
  1. The Secretary shall inform the President in writing of the results of the voting, in particular whether as provided in 13.1 a seventy-five percent majority of those voting have approved the amendment or otherwise. The President shall announce the results at the AGM or Special General Meeting.

13.8 Any changes to the Constitution shall not affect the non-profit aims, personal benefit or winding up clauses.

14 Winding Up

14.1 If at any Annual General Meeting or any Special General Meeting the majority resolves that the Club shall be wound up, a further Special General Meeting shall be called. That meeting shall be held not earlier than sixty days after the date of the meeting at which the resolution was passed.

14.2 If the resolution is confirmed at the further Special General Meeting the Club shall be wound up and the Members present shall direct the transfer of the Club’s assets (subject to the payment of liabilities including the costs of winding up) to approved non-profit or charitable organisations as directed by the Members.

15 Matters not Provided For

15.1 The Executive shall decide any matters that are not provided for in this Constitution. However they shall notify the Members of their decision as soon as is practical.

16 Interpretation

16.1 “Area” means a duly established Branch of the Club.

16.2 “Club” means “The Ferrari Owners’ Club of New Zealand (Inc)”.

16.3 “Equity” means the forecast year end equity position as presented to the AGM each year. The Clubs equity is defined as assets less liabilities for the National and Regional branches. The Executives authority does not include any regional branch equity

16.4 “Club Members” means all Members as defined in 5.1.

16.5 “Executive” means the Executive of the Club as defined in section 7.

16.6 “Notices”. For the purpose of these Rules and any Regulations, any notice required to be given to any Member shall be deemed to be properly given if posted or emailed (with receipt request) to such Member at his or her last known address or email address recorded in the Club Register of membership.

16.7 ‘Property” means all property both real and personal.

16.8 “The Publications Committee”. The Committee ratified by the Club to administer the production of the Club’s official publication “Scuderia Ferrari”. This Committee is chaired by a Publications Editor.

16.9 “Gender”. Where any word, words, or phrases, in these Rules indicate a gender, both genders are applicable.

16.10 “Committee Member”. Is a Member of the Executive Committee duly elected at the Annual General Meeting.

16.11 “Financial Member”. Is a paid up member of the Club.

Revision History

Date Comments
20 Sep 2009 Updated By-Law A1 to reflect an Executive resolution to amend the criteria for Honorary Life Membership.
31 Jan 2012 Changes to put a cap on the amount the Executive is authorized to spend without consulting members. Changes also made to allow most notifications to be made via email as well as post.
16 Feb 2016 Section 10 updated to include the ability for on-line voting. Clause 12.6 added to limit the Executives authority to spend Club funds. Clause 5.7(e) updated to introduce the concept of an independent panel to hear objections to any membership expulsion. A general tidy up of other clauses including correcting references to other clauses.

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