DEED OF PARTNERSHIP 2019
THIS DEED OF PARTNERSHIP
WHEREAS the owners of the structure known as Hangar , Cessnock Airport (the “Hangar”) hereby agree to replace the original Partnership Deed.
IT IS HEREBY AGREED
This Deed commences on the 15th day of December 2019 and shall continue until determined.
The name of the Partnership is Hangar Syndicate (the “Syndicate”).
- The Purpose
The purpose of the Syndicate is to govern the ownership, occupation, use and maintenance of the Hangar.
The Partners agree to be bound by and to observe the Rules as set out in Schedule 1.
A serious and/or continued breach of the Rules by any Partner shall be grounds for expulsion from the Syndicate in accordance with clause 14. The Rules may be varied by Majority Vote.
- Syndicate Management
Control of the Syndicate and all of its affairs is in the hands of the Partners, who shall have rights in the management and conduct of the Syndicate’s activities in proportion to their shareholding. It is intended by the Partners that all decisions are made by consensus of the Partners. Where after reasonable endeavours consensus is not achieved the decision may be made by Majority Vote of ownership entitlement (“Majority Vote”).
- Syndicate Representative
- The Partners hereby agree to elect one Partner by Majority Vote to the role of Syndicate Representative.
- The Syndicate Representative shall not receive a salary or other compensation for serving as Syndicate Representative but may be reimbursed for reasonable out-of-pocket expenses while engaged on Syndicate business.
- The Partners agree that the Syndicate Representative is to represent the Syndicate in dealings with other persons and organisations including in particular the Hunter Recreational Flying Club Incorporated (“HRFC”) and the Cessnock City Council (“CCC”).
- Where the Syndicate Representative has a reasonable expectation that expenditure on one item or project is likely to exceed $500 the Syndicate Representative is to seek the agreement of all Partners before making the financial commitment. Where after reasonable endeavours consensus cannot be achieved, a Majority Vote may approve the expenditure.
- The Syndicate Representative shall maintain a bank account and records of the Partnership finances and a Register of Syndicate Partners. These records are to be available to be reviewed by any Partner at a reasonable time.
- The Syndicate Representative may be replaced at any time by a Majority Vote of the Partners.
- Partner Contributions
From time to time it may be necessary to levy Partners for a cash contribution to ensure the Syndicate can meet its financial obligations as they fall due.
- The Syndicate Representative will advise each Partner by email of the reason for the levy and the amount required and request agreement for the levy.
- If consensus cannot be achieved within a reasonable time, the amount of the levy will be set by Majority Vote of the Partners.
- Once the levy amount has been set, the Syndicate Representative will send a notice to each Partner by email and the levy must then be paid within 30 days from the date of the notice into the Syndicate’s bank account.
- Any amount not paid within the 30 days will be subject to accrue interest at the rate of 10% per annum until the amount due and interest have been paid.
- Failure to settle any debt to the Syndicate within eight weeks shall render a Partner liable to expulsion from the Syndicate in accordance with clause 14.
- Financial Reporting
The financial year for the Syndicate runs from 1 July to 30 June. As soon as practicable after the 30 June each year the Syndicate Representative shall prepare a statement of income and expenditure and email a copy to each Partner. Any Partner may request and conduct an audit of the Syndicate’s accounts at any time having given reasonable notice.
- Gains and Losses
Any gains and losses of the Syndicate (including gains and losses of a capital nature) belong to and are borne by the Partners in accordance with their shareholding.
- Syndicate Bank
The bank of the Syndicate shall be such bank or banks as the Partners from time to time agree. The Syndicate Representative is the signatory to the Syndicate bank account. The Partners may require a Partner to be appointed to act as co-signatory on the account.
- Cash Receipts and Payments
All Syndicate moneys and securities for money as and when received and in accordance with any relevant legislative requirement must be paid into the Syndicate’s bank account as soon as is practical. All payments of the Syndicates expenses are to be made from the Syndicate Bank Account.
- General Meetings
- Calling a General Meeting
A general meeting of Partners may be called at any time by a Majority Vote of Partners. A General Meeting shall normally be held at the HRFC Clubhouse on the same day as the HRFC Annual General Meeting but may be scheduled for any time and date convenient to all the Partners. Where, after reasonable endeavours, a consensus for the time and date of the meeting cannot be achieved, the Syndicate Representative may nominate a venue, time and date that is acceptable to at least two-thirds of shares. Notice of at least fourteen days must be given for the calling of a General Meeting. A General Meeting may be held utilising electronic technology.
Partners present who have an entitlement to at least fifty-one percent of the ownership of the Hangar shall constitute a Quorum.
The Notice for any General Meeting must include all business to be raised at the Meeting and be sent to each Partner at the email address last notified to the Syndicate Representative 14 days prior to the date set for the meeting.
- Duties of Partners
Each Partner agrees to
- be just and faithful to the other Partners in all transactions relating to the Syndicate;
- at all times give to the other Partners a just and faithful account of all transactions and also upon every reasonable request furnish a full and correct explanation of the transaction;
- upon an agreed sale of any Syndicate assets sign all documents and do all things necessary to carry such sale into effect;
- devote all necessary time and attention to the affairs of the Syndicate;
- do all things reasonably necessary to comply with this deed;
- Observe the Rules as set out in Schedule 1; and,
- Ensure their contact details are current and changes advised to the Syndicate representative promptly.
- Prohibitions and Indemnity
No Partner shall without the consent of the other Partners:
- Lend any of the monies or deliver upon credit any of the goods of the Syndicate to any person or persons;
- Give any security or promise for the payment of money on account of the Syndicate;
- Enter into any bond or become bail or surety for any person or knowingly cause, suffer or do anything whereby the Syndicate property may be endangered;
- Mortgage or charge his or her share in the assets of the Syndicate;
- Draw accept or endorse any bill of exchange or promissory note on account of the Syndicate;
- Sell or transfer or otherwise dispose of his or her share of interest or any part of the Syndicate other than in accordance with Clause 11.
- Any Partner committing a breach of any of the foregoing stipulations indemnifies the other Partners from all losses and expenses resulting from the breach.
- The Syndicate Representative is indemnified by the Partners for errors and omissions other than wilful mismanagement and dishonesty.
- Exit and Entry of Partners
The Partners agree that the process for exit of an existing Partner and entry of new Partners will be in accord with this Clause 11. The Syndicate is not obliged to accept anyone as a Partner of the Syndicate simply because they have paid a sum of money to a current Partner.
- Notice of Intention to Exit
A Partner intending to sell their share(s) must give notice of his/her intention to sell and the price they would accept for their share to the Syndicate Representative prior to entering into any commitment to sell and await clearance from the Syndicate Representative before proceeding with the sale. On receiving a notice as per this Clause 11.1, the Syndicate Representative shall pass this information on to the continuing Partners and request their preparedness to accept the buyer as a replacement Partner.
- Right of First Refusal
Partners agree that continuing Partners have a right of first refusal. This is to operate such that the departing Partner may negotiate a sale with people who are not current Partners but must give current Partners right of first refusal on any price agreed with a person who is not a current Partner. This process will be coordinated through the Syndicate Representative.
- Sale to a Person Not a Current Partner
If no current Partners are interested in purchasing the departing Partner’s share then the departing Partner may negotiate with others for the sale of their share.
- The Partner intending to sell his/her share must introduce the proposed purchaser (“Offeror”) to the Syndicate Representative. The Syndicate Representative shall then confirm the financial membership status of the Offeror with the HRFC and brief the Offeror on the contents of this Deed.
- The Syndicate Representative shall then contact each continuing Partner to obtain their written approval for the Offeror to join the Partnership or their refusal to accept the proposed person into the Syndicate and their reasons for such refusal.
- The Offeror can only be admitted to the Syndicate with the unanimous agreement of the continuing Partners, such agreement not being unreasonably withheld, and on the condition that the Offeror accepts to be bound by the terms of this Deed. Reasons why a person may reasonably be refused entry to the Syndicate may include but are not limited to:
- Unsuitably large aircraft;
- Aircraft in a condition that could reasonably be considered to endanger people or property in the Hangar (e.g. leaking fuel/oil);
- Previous unsatisfactory history of the applicant as a Hangar owner/tenant;
- Unsuitable as an insurance risk due to previous incidents;
- Criminal record;
- Undischarged bankrupt.
- Once the departing Partner has been advised by the Syndicate Representative that the continuing Partners have agreed to allow the Offeror to join the Syndicate the departing Partner may then conclude the sale. The Offeror is not accepted as a Partner until they have signed indicating their agreement to be bound by this Deed. The new Partner will then be included on the Register of Partners by the Syndicate Representative who will then deliver to all Partners a copy of the revised Membership Register.
- General Provisions for Winding Up
- Sale of Assets and Settlement of Liabilities
Where the Syndicate is determined by the option of the Partners a general account shall be taken of the assets and liabilities of the Syndicate by the Syndicate Representative. The assets must be realised as soon as conveniently possible, and the net proceeds after the discharge of all liabilities and the payment of the expenses of the winding up must be divided between the Partners in the same proportions as they were entitled to share in the net assets of the Syndicate immediately prior to the determination of the Syndicate.
- Cooperation of Partners
Each Partner must execute all deeds and documents and do all acts as are necessary or convenient for the expeditious winding up of the Syndicate and must give such releases and indemnities to co-Partners as agreed upon by the Partners.
- Effect of Death or Bankruptcy
The death or bankruptcy of a Partner shall not require an automatic dissolution of the Syndicate but shall entitle the continuing Partners at their option either to determine the Syndicate and have it wound up in accordance with Clause 12 or to purchase the share and interest of the deceased or bankrupt or allow the transfer of the deceased or insolvent Partners share to another person in accordance with Clause 11.
- Expulsion of a Partner
- Grounds for Expulsion
A Partner may be expelled by a vote of the Partners holding a two-thirds majority of the shares in any of the following circumstances:
- If the Partner, in any way, otherwise than as is expressly authorised by this deed, assigns, mortgages or charges a share or interest in the Syndicate or any part thereof;
- If a share or interest in the Syndicate becomes the subject of a charge in respect of separate judgment debt under section 23 of the Partnership Act 1892 (NSW) or under any other enactment then in force;
- If the Partner commits any serious breach of the provisions of this deed and fails to rectify the breach within a reasonable period of time;
- If in the opinion of the Partners a Partner is guilty of conduct calculated to prejudice the Syndicate whether or not such prejudice was intended;
- If the Partner is declared bankrupt or fails to settle a debt to the Syndicate within ten weeks as per clause 5.3
- Notice of the decision to expel a Partner shall be sent to the last email address provided to the Syndicate Representative and shall require the Partner being expelled to immediately remove all items of their property from the Hangar.
- Effect of Expulsion
Partners agree that should they be expelled they shall not seek to transfer their share unless and until all debts due to the Syndicate have been settled and all of their property has been removed from the Hangar in accordance with the Notice of Expulsion.
- Service of Notices
Any notice to be given or served under this deed is deemed to be duly given or served if it is sent by email to the email address last notified to the Syndicate Representative.
- Law and Arbitration
- The Law applicable shall be the law of the State of New South Wales.
- All questions and disputes which arise between the Partners whether during or after the determination of the Syndicate and whether in relation to the interpretation of this deed or to any act or omission of either party to the dispute or as to any act which ought to be done by the parties in dispute or either of them or as to the value of any retiring Partner’s share in the Syndicate or in relation to any other matter whatsoever touching the Syndicate affairs must be referred to the arbitration of a single arbitrator if the parties or their personal representatives agree upon one otherwise to two arbitrators one to be appointed by each party to the difference in accordance with and subject to the provisions of the Commercial Arbitration Act 1989 (NSW).
Hangar 3 Partnership Agreement
EXECUTED AS A DEED
- HRFC Membership
The Partners accept that in accordance with the tenancy agreement with CCC they shall not locate an aircraft or any other property in the Hangar unless they are current financial members of HRFC.
- Syndicate Representative Duties
- Register of Partners
The Syndicate Representative shall create and maintain current a Register of Partners which shall include their:
- Full Name
- Postal and Residential Addresses
- Email Address
- Make, model and registration number of their aircraft
- Telephone number
- Number of shares held including history of those shares
The Syndicate Representative shall convene and chair Syndicate meetings and keep records of such meetings including Notices, Motions and Minutes including any changes to the Syndicate Agreement.
- HRFC and CCC Liaison
The Syndicate Representative shall liaise with the HRFC Management Committee and CCC to ensure an harmonious relationship and provide advice to them of any changes of Syndicate membership.
- Hangar Maintenance
The Syndicate Representative shall monitor the condition of the Hangar and surrounds and arrange for a good standard of maintenance to be achieved.
- Sub-Let of Hangar Space
The Partner sub-letting their space shall coordinate with the Syndicate Representative to ensure an aircraft the subject of such a sub-letting is appropriate for the Hangar and that the tenant is of good character and is properly briefed on the Hangar Rules and preferred behaviours.
- Occupation of the Hangar
- Location of Aircraft within the Hangar
The Partners agree to be considerate of the other Partners in the location of their aircraft within the Hangar. As tenants in common, no Partner has a right to any specific location within the Hangar and the guiding principle is to be that those whose aircraft is used most frequently shall be located adjacent to the Hangar doors in order to ensure the minimum moving of aircraft to allow exit and entry of aircraft.
- Storage of Items other than Aircraft
Partners may, in consultation with the Syndicate Representative and with consideration for their fellow Partners, install storage cabinet(s), shelving and a workbench as long as they do not impinge on the safe housing of aircraft or require the occupation of more than their fair share of the floor space of the Hangar or conflict with the requirements of the tenancy agreement with CCC.
- Movement of Aircraft
- It is acknowledged by the Partners that it may be necessary for their aircraft to be moved in their absence. Partners will ensure that movement of their aircraft in their absence is practically possible. Aircraft should be chocked to ensure aircraft do not move unintentionally.
- In moving any aircraft Partners shall take great care not to cause damage to any other aircraft. Where any damage occurs Partners will notify the Syndicate Representative and the owner of the aircraft damaged.
- Operations within the Hangar
Partners shall employ only safe work practices in the Hangar to ensure the safety of all people, aircraft and other equipment in the Hangar and only in compliance with all relevant Aviation Law and CCC stipulations.
- Maintenance of the Hangar and Surrounds
Partners agree to maintain the Hangar floor in a clean condition cleaning up any spills that may happen and shall participate in the maintenance of the Hangar surrounds including the tar sealed apron and grassed areas. The Syndicate Representative shall coordinate the maintenance of these areas setting a work schedule by agreement with the Partners.
- Removal of Partners Property from the Hangar
Where a Partner has been expelled from the Syndicate and has failed to remove their aircraft and any other property within 7 days from the date of his/her Notice of Expulsion they accept that their aircraft shall be removed from the Hangar and parked elsewhere within the precinct of the Cessnock Airport. CCC may levy parking fees for aircraft so parked.
Partners accept that should their aircraft have to be removed from the Hangar under this Rule, they indemnify the people who move the aircraft for any damage that happens to the aircraft during the removal process and while parked.
- Other Property
Property other than aircraft that is not removed by the expelled Partner within the period allowed shall be stored in the open adjacent to their aircraft. Partners expelled indemnify the continuing Partners for any damage that results from the removal of such property or from it being relocated to outside the Hangar and for any charges that may be made by CCC in respect of any property of the expelled Partner stored outside of the Hangar.