Part I - Preliminary

1. The name of the incorporated Association is THE HARLEY OWNER'S GROUP
(Oz HOG) INCORPORATED (in these Rules called “the Association”).

Interpretation

2. (1) In these rules, except insofar as the context or subject matter otherwise indicates or requires

“ordinary member” means a member of the Committee who is not an office bearer of the
Association, as referred to in rule 14(1);

“secretary” means

(a) the person holding office under these rules as secretary of the Association; or

(b) where no such person holds that office the public officer of the Association;

“special general meeting” means a general meeting of the Association other than the annual general
meeting;

“the Act” means the Associations Incorporations Act 1981;

“the Regulation” means the Associations Incorporation Regulation 1993;

“Sponsor Dealer” means a Harley Davidson dealer approved by Harley Davidson Inc. to sponsor a
group affiliated with the Harley Owner’s Group.

(2) In these rules

(a)       a reference to a function includes a reference to a power, authority and duty’ and

(b)       a reference to the exercise of a function includes, where the function is a duty, a reference to
            the performance of the duty.

(3) The provisions of the Interpretation of Legislation Act 1984, apply to and in respect of these Rules in the
same manner as those provisions would so apply if these Rules were an Instrument made under the Act.

Part II Membership

Membership Qualifications

3. (1) A person will qualify for Full Membership if he or she is currently a member of the Harley Owner’s
Group (International) and is able to provide evidence of such current membership.

(2) A person will qualify for Associate Membership if he or she is a regular partner or a child of a full member
of the Association.

            (3)        A person will be considered to be a Full or Associate Member of the Association on fulfilling the
                        qualifications in 3(1) or 3(2), as the case may be, completion and signing of a prescribed application form and
                        payment of the appropriate membership fees.

Charter for Local Chapters

4. In addition to these rules the Association will be bound by the “Charter for Local Chapters” as prescribed by Harley Davidson Inc. and any additional rules imposed by the Sponsor Dealer. In the event of any conflict arising between these Rules and the Charter for Local Chapters or any additional Rules imposed by the Sponsor Dealer, then the following priority shall prevail:-

a.         Any additional Rules imposed by the Sponsor Dealer;
            b.         The Charter for local Chapters; and
            c.         These Rules

Cessation of Membership

5. A person ceases to be a member of the Association if the person

(a) dies;

(b) resigns that membership;

(d) in the case of Full membership where that member fails to renew his or her membership of the Harley Owner’s Group (International); or in the case of a Associate Member where the partner or parent who enabled the Associate member to qualify for an Associate membership pursuant to rule 3(2) cease to be a full member.

Membership Entitlements Not-Transferable

6. At right, privilege or obligation, which a person has by reason of being a member of the Association -

(a) is not capable of being transferred or transmitted to another person’ and

(b) terminates upon cessation of the person’s membership.

7. (1) A member of the Association is not entitled to resign that membership except in accordance with this rule.

(2) A member of the Association who has paid all amounts payable by the member to the Association in respect of the member’s membership may resign from the membership of the Association by first giving notice (being not less than 1 month or not less than such other period as the Committee may determine) in writing to the secretary of the member’s intention to resign and upon expiration of notice, the member ceases to be a member.

(3) Where a member of the Association ceased to be a member pursuant to clause (2), and in every other case where a member ceases to hold membership, the secretary shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

(4) Where a member of the Association resigns their membership he or she will not hold the Association liable for refund or return of any joining fee.

Register of Members

8.         (1)        The public officer of the Association shall keep and maintain a register of members in which shall be
            entered the full name, postal address and date of entry of the name of each member and the Register shall be
            made available for inspection and copying by members upon request.

(2) The register of members shall be kept at the principal place of the administration of the Association and shall be open for inspection, free of charge, by any member of the Association at any reasonable hour.

Fees, Subscriptions, Etc

9. (1) A member of the Association shall, upon admission to membership, pay to the Association a fee of $1
or, where some other amount is determined by the Committee, of that other amount.

(2) In addition to any amount payable by the member under clause (1), a member of the Association shall pay to the Association an annual membership fee of $2 or, where some other amount is determined by the Committee, of that other amount-

(a) except as provided by paragraph (b), before 1^st September in each calendar year, or

(b) where the member becomes a member on or after the 1^st September in any calendar year upon becoming a member and before the 1^st September in each succeeding calendar year.

Member’s Liabilities

10.                   The liability of a member of the Association to contribute towards the payment of the debts and liabilities of
                        the Association or the cost, charges and expenses of the winding up of the Association is limited to the
                        amount, if any, unpaid by the member in respect of membership of the Association as required by Rule 9.

Disciplining of Members

11. (1) Where the Committee is of the opinion that a member of the Association

(a) has persistently refused or neglected to comply with a provision or provisions of these rules; or

(b) has persistently and willfully acted in a manner prejudicial to the interests of the Association;

the Committee may by resolution

(a) expel the member from the Association; or

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

(2)        A resolution of the Committee under clause (1) is of no effect unless the Committee, at a meeting held
            not earlier than 14 days and not later than 28 days after service on the member of a notice under clause
            (3), confirms the resolution in accordance with this rule.

(3) Where the Committee passes a resolution under clause (1), the secretary shall, as soon as practicable, cause a notice in writing to be served on the member

(a) setting out the resolution of the Committee and the grounds upon which it is based;

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

(d) informing the member that the member may do either or both of the following:-

(i) attend and speak at that meeting;

(ii) submit to the Committee at or prior to that date of that meeting, written
representations relating to the resolution.

(4) At a meeting of the Committee held as referred to in clause (3), the Committee shall: -

(a) give to the member, an opportunity to make oral representations:

(b) give due considerations to any written representations submitted to the Committee by the member at or prior to the meeting; and

(5) Where the Committee confirms a resolution under clause (4), the secretary shall, within 7 days after that confirmation, by notice in writing inform the member of the fact and of the members right of appeal under rule 12.

(6) A resolution confirmed by the Committee under clause (4) does not take effect

(a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or

(b) where within that period the member exercises the right of appeal, unless the Association confirms the resolution pursuant to rule 12(4)

Right of Appeal of Disciplined Member

12.       (1)       A member may appeal to the Association in general meeting against a resolution of the Committee which
                        is confirmed under rule 11(4), within 7 days after a notice of the resolution is served on the member by
                        lodging with the secretary a notice to that effect.

(2) Upon receipt of a notice from a member under clause (1), the secretary shall convene a general meeting of the Association to be held within 21 days after the date on which the secretary received the notice.

(3) At a general meeting of the Association convened under clause (2),

(a) No business other than the question of the appeal shall be transacted;

(b) The Committee and the member shall be given the opportunity to state their respective cases orally or in writing or both; and

(c) The members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

(4) If at the general meeting the Association passes a special resolution in favour of the resolution, the resolution is confirmed.

Part III The Committee

Powers Etc., of Committee

13.                   The Committee shall be called the Committee of management of the Association and, subject to the Act,
            the Regulation, the Sponsor Dealer and these rules and to any resolution passed by the Association in
            general meeting -

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

(b) may exercise all such functions as may be exercised by the Association other than those functions that are required by these rules to be exercised by a general meeting of members of the Associations; and

(c) has power to perform all such acts and do all things as appear to the Committee to be necessary or desirable for the proper management of the affairs of the Association.

Constitution and Membership

14. (1) The officers of the Association shall be

                        a) A Director
                        b) An Assistant Director
                        c) A Treasurer; and
                        d) A Secretary.

(2) The provisions of Rule 16 so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause (1).

(3) Each officer of the Association shall hold office until the annual general meeting next after the date of his or her election but is eligible for re-election.

(4) In the event of a casual vacancy in any office referred to in sub-clause (1) the Committee may appoint one 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 appointment.

15. (1) Subject to section 23 of the Act, the Committee shall consist of

(a) the officers of the Association; and

(b) three ordinary members each of whom shall be elected at the annual general meeting of the Association in each year.

(2) Each ordinary member of the Committee shall, subject to these rules, hold office until the annual general meeting next after the date of election but is eligible for re-election.

(3) In the event of a casual vacancy occurring in the office of an ordinary member of 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 the appointment.

16. (1) Nominations of candidates for election as officers of the Association or as ordinary

members of the Committee

(a) shall be made in writing, signed by two 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 days before the date fixed for the holding of the annual general meeting.

(2) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominates shall be deemed to be elected and further nominations shall be received at the annual general meeting.

(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.

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

(5) The ballot for the election of officers and ordinary members of the Committee shall be conducted at the annual general meeting in such usual and proper manner as the Committee may direct.

(6) A nomination of a candidate for election under this clause is not valid if that candidate has been nominated for another office for election at the same time.

Meetings and Quorum

17. (1) The Committee shall meet at least 3 times in each year at such place and such times as the Committee may
determine.

(2) Special meetings of the Committee may be convened by the Director or by any four of the members of the Committee.

(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.

(4) Any four members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

(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 day in the following week unless the meeting was a special meeting in which case it lapses.

(6) At meetings of the Committee

(a) The Director or in the Director’s absence, the Assistant Director shall preside; or

(b) If the Director and the Assistant Director are absent, such one of the remaining members of the Committee as may be chosen by the members shall preside.

(7) Questions arising at a meeting of the Committee or of 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 person presiding at the meeting may determine.

(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 vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(9) Subject to sub-clause (4) the Committee may act notwithstanding any vacancy on the Committee.

Secretary

18. (1) The Secretary of the Association shall, as soon as practicable after being appointed as

Secretary, lodge notice with Association of his or her address.

(2) It is the duty of the Secretary to keep minutes of

(a) all appointments of office bearers and members of the Committee;

(b) the names of members of the Committee present at a Committee meeting or a general meeting; and

(3) Minutes of the proceedings shall be signed by the chairperson of the meeting or by the chairperson of the next
succeeding meeting.

Treasurer

19. It is the duty of the Treasurer of the Association to ensure that -

(a) all money due to the Association is collected and received and that all payments authorised by the Association are made; and

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

Casual Vacancies

20. For the purposes of these rules, a casual vacancy in the office of a member of the Committee occurs if
a member -

(a) dies;

(b) ceases to be a member of the Association;

(d) resigns office by notice in writing given to the secretary;

(e) is removed from office under Rule 21;

(f) becomes of unsound mind or a person whose person or estate is liable to be dealt with in ant way under the law relating to mental health; or

(g) is absent without the consent of the Committee from four meetings of the Committee during a period of 12 months.

Removal of Member

21.                   The Sponsor Dealer may remove any member of the Committee from the office of member before the
            expiration of the member’s term of office and may appoint another person to hold office for a period
            determined by the Sponsor Dealer.

Delegation by Committee to Sub-Committee

22.       (1)        The Committee may, by instrument in writing, delegate to one or more sub-committees (consisting of
            such member or members of the Association as the Committee thinks fit) the exercise of such of the functions
            of the Committee as are specified in the instrument, other than

(a) this power of delegation; and

(b) a function which is a duty imposed on the Committee by the Act or by any other law.

(2)        A function of the exercise of which has been delegated to a sub-committee under this rule may, while
            the delegation remains un-revoked, be exercised from time to time by the sub-committee in accordance with
            the terms of the delegation.

(3)        A delegation under this section may be made subject to such conditions or limitations as to the exercise of
            any function the subject thereof, or as to time or circumstances, as may be specified in the instrument of
            delegation.

(4) Notwithstanding any delegation under this rule, the Committee may continue to exercise any function delegated.

(5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the Committee.

(6) The Committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.

(7) A sub-committee may meet and adjourn as it thinks proper.

Voting and Decisions

23. (1) Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee shall
be determined by a majority of votes of members of the Committee or sub-committee present at the meeting.

            (2)        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 vote, but, in the event of an
                        equality of votes on any question, the person presiding may exercise a second or casting vote.

(3) Subject to rule 17, the Committee may act notwithstanding any vacancy on the Committee.

            (4)        Any act or thing done or suffered, or purporting to have been done or suffered, by the Committee, is valid
                        and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification
                        of any member of the Committee or sub-committee.

Part IV General Meetings

24.       (1)       With the exception of the first annual general meeting of the Association, the Association shall. At least once
                        in each calendar year and within a period of 6 months after the expiration of each financial year of
                        the Association, convene an annual general meeting of its members.

(2) (a) The Association shall hold its first annual general meeting within the period of 18 months after
its incorporation under the Act; and

(b) Within the period of 2 months after the expiration of the first financial year of the Association.

(3) Clauses (1) and (2) have effect subject to any extension or permission granted by the commission
under section 30(5) of the act.

Annual General Meetings Calling of and Business at

25. (1) The annual general meeting of the Association shall, subject to the act and to rule 24, be convened on
such date and at such place and time as the Committee thinks fit.

(2) In addition to any other business, which may be transacted at an annual general meeting, the business of
an annual general meeting shall be -

(a) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;

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

(d) to receive and consider the statement which is required to be submitted to members pursuant to section 30 (3) of the act;

(e) to appoint an auditor for the financial statements.

(3) An annual general meeting shall be specified as such in the notice convening it.

Special General Meetings Calling of

26. (1) The Committee may, whenever it thinks fit, convene a special general meeting of the Association.

(2) The Committee shall on requisition in writing of not less than 5 percent of the total number of
members, convene a special general meeting of the Association.

(3) A requisition of members for a special general meeting

(a) shall state the purpose or purposes of the meeting;

(b) shall be signed by the members making the requisitions;

(d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

            (4)        If the Committee fails to convene a special general meeting to be held within one month after the date
                        on which a requisition of members for the meeting is lodged with the secretary, any one or more of the
                        members who made the requisition may convene a special general meeting to be held not later than 3 months
                        after the date.

            (5)        A special general meeting convened by a member or members as referred to in clause (4) shall be convened
                        as nearly as is practicable in the same manner as general meetings are convened by the Committee and
                        any member who thereby incurs expenses is entitled to be reimbursed by the Association for any expenses
                        so incurred.

Notice

27.       (1)       Except where the nature of the business proposed to be dealt with at a general meeting requires a special
                        resolution of the Association, the Secretary shall, at least 14 days before the date fixed for the holding of
                        the general meeting, cause to be sent by pre-paid post to each member at the member’s address appearing in
                        the register of members, a notice specifying the place, date and time of the meeting and the nature of the
                        business proposed to be transacted at the meeting.

(2)       Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution
                        of the Association the secretary shall, at least 21 days before the date fixed for the holding of the general
                        meeting, cause notice to be sent to each member in the manner provided in clause (1) specifying, in addition to
                        the matter   required under clause (1), the intention to propose the resolution as a special resolution.

(3) No business other than that specified in the notice convening a general meeting shall be transacted at the general meeting except, in the case of an annual general meeting, business which may be transacted pursuant to rule 25(2).

            (4)       A member desiring to bring any business before a general meeting may give notice in writing of that business
                        to the secretary who shall include that business in the next notice calling a general meeting given after receipt
                        of the notice from the member.

Procedure

28. (1) 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 the meeting is considering that item.

(2) Five members present in person (being members entitled under these rules to vote at a general
meeting) constitute a quorum for the transaction of the business of a general meeting.

            (3)       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 the members shall be dissolved and in any other
                        case shall stand adjourned to the same day in the following week at the time (unless another place is specified
                        at the time of the adjournment by the person presiding at the meeting or communicated by written notice to
                        members given before the day to which the meeting is adjourned) at the same place.

(4) If at the adjourned meeting a 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 shall constitute a quorum.

Presiding Member

29. The Director, or in the Directors absence, a member appointed by the Sponsor Dealer will preside as
chairperson at each general meeting of the Association.

Adjournment

30.       (1)        The chairperson of a general meeting at which a quorum is present may, with the consent of the majority
                        of members present at 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.

            (2)       Where a general meeting is adjourned for 14 days or more, the secretary shall give written or oral notice of
                        the adjourned meeting to each member of the Association stating the place, date and time of the meeting and
                        the nature of the business to be transacted at the meeting.

(3) Except as provided in clauses (1) and (2), notice of an adjournment of a general meeting or of the business
to be transacted at an adjourned meeting is not required to be given.

Making Decisions

31.       (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 a show of hands a poll is demanded, a declaration by the chairperson
                        that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular
                        majority or lost, or 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 that resolution.

(2) At a general meeting of the Association, a poll may be demanded by the chairperson or by not less than
3 members present in person or by proxy at the meeting.

(3) Where a poll is demanded at a general meeting, the poll shall be taken -

(a) immediately in the case of a poll which relates to the election of the chairperson of the meeting or to
the question of an adjournment; or

                        (b)        in any other case, in such manner and at such time before the close of the meeting as the
                                    chairperson directs, and the resolution of the poll on the matter shall be deemed to be the resolution
                                    of the meeting on that matter.

Special Resolution

32. A resolution of the Association is a special resolution if -

                        (a)        it is passed by a majority which comprises not less than three-quarters of such members of
                                    the Association as, being entitled under these rules to so do, vote in person or by proxy at a
                                    general meeting of which not less than 21 days written notice specifying the intention to propose the
                                    resolution as a special resolution was given in accordance with these rules; or

                        (b)       where it is made to appear to the Commission that it is not possible or practicable for the resolution
                                    to be passed in the manner specified in paragraph (a) the resolution is passed in a manner specified
                                    by the Commission.

Voting

33. (1) Upon any question arising at a general meeting of the Association a member has one vote only.

(2) All votes shall be given personally or by proxy but no member may hold more than 5 proxies.

(3) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is
entitled to exercise a second or casting vote.

(4)         A member or proxy is not entitled to vote at a general meeting of the Association unless all money due
      and payable by the member or proxy to the Association has been paid, other than the amount of the annual
      subscription payable in respect of the then current year.

Appointment of Proxies

34. Each member shall be entitled to appoint another member as proxy by notice given to the secretary no
later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

Part V Miscellaneous

Insurance

35. The Association shall effect and maintain all necessary policies of insurance as may be required from time
to time.

Funds Source

36.       (1)       The funds of the Association shall be derived from entrance fees and annual subscriptions of members,
                        donations and, subject to any resolution passed by the Association in general meeting, such other sources
                        as the Committee determines.

(2) All money received by the Association shall be deposited as soon as practicable and without deduction to
the credit of the Association’s bank account.

(3) The Association shall, as soon as practicable after receiving any money, issue an appropriate receipt.

Funds Management

37. (1) Subject to any resolution passed by the Association in general meeting, the funds of the Association shall
be used in pursuance of the objects of the Association in such manner as the committee determines.

(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by
any 2 members or employees authorised to do so by the Committee.

Alteration of Objects and Rules

38. Subject to Rule 4 the statement of objects and these rules may be altered, rescinded or added to only by
a special resolution of the Association.

Common Seal

39. (1) The common seal of the Association shall be kept in the custody of the public officer.

            (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 of 2 members of the Committee or
                        of 1 member of the Committee and of the public officer or Secretary.

Custody of Books

40. Except as otherwise provided by these rules, the public officer shall keep in his or her custody or under his
or her control all records, books and other documents relating to the Association.

Inspection of Books, Etc

41. The records, books and other documents of the Association shall be open to inspection, f