Club Constitution

Constitution And Rules Of The Solway Basketball Club, Inc

(Registration number A0052144C) · An Incorporated Club under the · Clubs Incorporation Reform Act 2012

This page provides a searchable, scrollable version of the Solway Basketball Club Constitution and Rules. The downloadable PDF is the reference copy.

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Note

The persons who from time to time are members of the Association are an incorporated Association by the name given in rule 1 of these Rules.

Under section 46 of the Associations Incorporation Reform Act 2012, these Rules are taken to constitute the terms of a contract between the Association and its members.

PART 1—PRELIMINARY

1 Name

The name of the incorporated Club is Solway Basketball Club Inc, referred to in this document as “the Club”.

Note

Under section 23 of the Act, the name of the association and its registration number must appear on all its business documents.

2 Purposes

The purposes of the Club are —

(a) to encourage and promote the sport of basketball

(b) to create and provide a safe environment for participation in basketball

(d) to establish, manage and coordinate teams, and

(e) to instil a culture of teamwork, respect, pride and integrity within the game of basketball and the wider community

3 Financial year

The financial year of the Club is each period of 12 months ending on 30 September.

4 Definitions

In these Rules—

absolute majority, of the Committee, means a majority of the committee members currently holding office and entitled to vote at the time (as distinct from a majority of committee members present at a committee meeting);

associate member means a member referred to in rule 14(1);

Chairperson, of a general meeting or committee meeting, means the person chairing the meeting as required under rule 46;

Club official means a person involved in the management of the Club;

Committee means the Committee having management of the business of the Club;

committee meeting means a meeting of the Committee held in accordance with these Rules;

committee member means a member of the Committee elected or appointed under Division 3 of Part 5;

disciplinary appeal meeting means a meeting of the appeal subcommittee convened for the purposes of rule 24;

disciplinary appeal subcommittee means a subcommittee appointed under rule 23(3);

disciplinary meeting means a meeting of the Committee convened for the purposes of rule 22;

disciplinary subcommittee means the subcommittee appointed under rule 20;

financial year means the 12-month period specified in rule 3;

general meeting means a general meeting of the members of the Club convened in accordance with Part 4 and includes an annual general meeting and a special general meeting;

member means a member of the Club;

registered mediator means a person registered as a mediator accredited under the National Mediator Accreditation System developed by the Mediator Standards Board Limited ABN 11 145 829 812;

special resolution means a resolution that requires not less than three-quarters of the members voting at a general meeting, to vote in favour of the resolution;

the Act means the Clubs Incorporation Reform Act 2012 and includes any regulations made under that Act;

the Registrar means the Registrar of Incorporated Clubs.

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PART 2—POWERS OF ASSOCIATION

5 Powers of Association

(1) Subject to the Act, the Club has power to do all things incidental or conducive to achieve its purposes.

(2) Without limiting subrule (1), the Club may—

(a) acquire, hold and dispose of real or personal property; or

(b) open and operate accounts with financial institutions; or

(d) raise and borrow money on any terms and in any manner as it thinks fit; or

(e) secure the repayment of money raised or borrowed, or the payment of a debt or liability; or

(f) appoint agents to transact business on its behalf; or

(g) enter into any other contract it considers necessary or desirable.

(3) The Club may only exercise its powers and use its income and assets (including any surplus) for its purposes.

6 Not for profit organisation

(1) The Club must not distribute any surplus, income or assets directly or indirectly to its members.

(2) Subrule (1) does not prevent the Club from paying a member—

(a) reimbursement for expenses properly incurred by the member; or

(b) for goods or services provided by the member—

if this is done in good faith on terms no more favourable than if the member was not a member.

Note

Section 33 of the Act provides that an incorporated Club must not secure pecuniary profit for its members. Section 4 of the Act sets out in more detail the circumstances under which an incorporated Club is not taken to secure pecuniary profit for its members.

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PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES

Division 1—Membership

7 Minimum number of members

The Club must have at least 5 members.

8 Who is eligible to be a member

Subject to subrule (2), persons eligible to be a member include:

Persons who are registered to represent the Club in the current or upcoming season as a player, coach, team manager, or Club official; and

Parents and guardians whose contact details appear within subrule (1)(a) player registrations for the current or upcoming season; and

Persons who qualify for lifetime membership.

Persons under suspension or expulsion are not eligible for membership.

9 Application for membership

Club Membership is on a seasonal basis.

Applications for new or ongoing membership to the Club shall be by submission of a completed Registration for the relevant Basketball season, accessible from the Club’s website.

10 Consideration of application

Subject to subrules (2) and (3), applications for new and ongoing membership shall be considered to be accepted on completion of registration and receipt of relevant subscriptions, fees and charges as appropriate, provided the member is not suspended or expelled.

If an application for membership is outside of the registration period advertised on the Club’s website, acceptance of the application is at the discretion of the Club President or authorised delegate.

The Club reserves the right to reject applications.

11 New membership

A person whose membership application has been accepted within Rule 10, becomes a new member of the Club from registration completion date.

12 Subscriptions, fees and charges

The subscriptions, levies and other charges (the “Membership Fees”) and their due date for payment shall be determined by the Committee prior to the commencement of each season and notified to the members before such charges are due. In setting the rate the Committee shall take into account all costs and expenses already incurred or expected to be incurred by the Club over the season.

Any Membership Fees due must be paid by the designated date(s). The rights of a member (including the right to vote) who has not paid their relevant Membership Fees by the due date(s) are suspended until the fees are paid.

The Treasurer or authorised delegate can, with approval from the President or authorised delegate, allow Membership Fees to be paid off over the course of a season or approve a reduction in or waiver of Membership Fees.

A Member who resigns their membership of the Club may, upon written request to the President or authorised delegate, be reimbursed at the discretion of the President the whole or a part (calculated on a seasonal pro rata basis) of Membership Fees already paid, less a Club administrative fee as determined by the Treasurer or authorised delegate from time to time.

13 General rights of members

(1) A member of the Club who is entitled to vote has the right—

(a) to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and

(b) to submit items of business for consideration at a general meeting; and

(d) to vote at a general meeting; and

(e) to have access to the minutes of general meetings and other documents of the Club as provided under rule 75; and

(f) to inspect the register of members.

(2) A member is entitled to vote if—

(a)(i) the member is a registered player in the current season, is not an Associate Member, and has registered and paid the membership fees in their own right; or

(ii) the member is a parent or guardian of a registered player in the current season, and subrule (2)(a)(i) does not apply. Parents or guardians of a registered player within this subrule are collectively entitled to one vote for each registered player; or

(iii) the member is not defined within subrule (2)(a)(i) or subrule (2)(a)(ii) above, is not an Associate Member, and is registered in the current season as a coach, team manager, Club official, or lifetime member; and

(b) more than 10 business days have passed since the member became a member of the Club; and

14 Associate members

(1) Associate members of the Club include—

(a) any members under the age of 18 years; and

(b) any other category of member as determined by special resolution at a general meeting.

(2) An associate member must not vote but may have other rights as determined by the Committee or by resolution at a general meeting.

15 Rights not transferable

The rights of a member are not transferable and end when membership ceases.

16 Ceasing membership

(1) The membership of a person ceases, on resignation, expulsion, death, or if no longer eligible under rule 8.

(2) If a person ceases to be a member of the Club, the Secretary or authorised delegate must, within 14 days after the person ceased to be a member of the Club, enter the date the person ceased to be a member in the register of members.

17 Resigning as a member

(1) A member may resign by notice in writing or via electronic mail given to the Club.

18 Register of members

(1) The Secretary or authorised delegate must keep and maintain a register of members that includes for each current member—

(i) the member’s name; and

(ii) the address for notice last given by the member; and

(iii) the email address last given by the member (if available); and

(iv) the date of becoming a member; and

(v) any other information determined by the Committee.

(2) Information about a person who is no longer a member of the Club, other than the name of the person and the date on which the person ceased to be a member of the Club, must be removed from the register of members within 14 days after the person ceases to be a member of the Club.

(3) Any member may, at a reasonable time and free of charge, inspect the register of members.

Note

Under section 59 of the Act, access to the personal information of a person recorded in the register of members may be restricted in certain circumstances. Section 58 of the Act provides that it is an offence to make improper use of information about a person obtained from the register of members.

Division 2—Disciplinary action

19 Grounds for taking disciplinary action

(1) Subject to subrule (2),the Club may take disciplinary action against a member in accordance with this Division if it is determined that the member—

(a) has failed to comply with these Rules; or

(b) refuses to support the purposes of the Club; or

(2) Disciplinary action against a member regarding a child safety issue must adhere to child safety laws.

20 Disciplinary subcommittee

(1) The Committee periodically appoints a disciplinary subcommittee.

(2) If the disciplinary subcommittee is satisfied that there are sufficient grounds for taking disciplinary action against a member, the disciplinary subcommittee reviews the matter and determines what action, if any, to take against the member.

(3) Subject to subrule (4), the Committee may appoint any person to a disciplinary subcommittee.

(4) A person must not be appointed to a disciplinary subcommittee if the person is biased in favour of or against the member concerned.

21 Notice to member

Before disciplinary action is taken against a member, the President or authorised delegate must give written notice to the member (or member representative if the member is an Associate Member) —

(1) stating that the Club proposes to take disciplinary action against the member; and

(2) stating the grounds for the proposed disciplinary action; and

(3) advising the member (or member representative) that the member (or member representative) may give a written statement to the disciplinary subcommittee, President or authorised delegate within 14 days from the date of the written notice to the member (or member representative); and

(4) setting out the member’s appeal rights under rule 23.

22 Decision of subcommittee

(1) The disciplinary subcommittee must consider any written statement submitted by the member (or member representative).

(2) After complying with subrule (1), the disciplinary subcommittee may—

(a) take no further action against the member; or

(b) subject to subrule (3)—

(i) reprimand the member; or

(ii) suspend the membership rights of the member for a specified period; or

(iii) expel the member from the Club.

(3) The disciplinary subcommittee may not fine the member.

(4) The suspension of membership rights or the expulsion of a member by the disciplinary subcommittee under this rule takes effect immediately after the member (or member representative) is given notification of the decision by the disciplinary subcommittee, President or authorised delegate.

23 Appeal rights

(1) A person whose membership rights have been suspended or who has been expelled from the Club under rule 22 (or representative) may give notice to the effect that the person wishes to appeal against the suspension or expulsion.

(2) The notice must be in writing and given to the disciplinary subcommittee, Club President or authorised delegate not later than 7 days after notification of the decision within subrule 22(4).

(3) If a person has given notice under subrule (2), the Committee must appoint at least 3 persons to a disciplinary appeal subcommittee to consider the appeal.

(4) Subject to subrule (5), the Committee may appoint any person to a disciplinary appeal subcommittee.

(5) A person must not be appointed to a disciplinary appeal subcommittee if the person—

(a) was appointed to the disciplinary subcommittee to review and determine the matter of the member concerned; or

(b) has a personal interest in the dispute; or

(6) The committee must convene a meeting of the disciplinary appeal subcommittee (the disciplinary appeal meeting) as soon as practicable and no later than 21 days after the notice of the appeal is received.

(7) Notice of the disciplinary appeal meeting must be given to each member of the disciplinary appeal subcommittee and the member (or member representative) concerned as soon as practicable and must—

(a) specify the date, time and place of the meeting; and

(b) state—

(i) the name of the person against whom the disciplinary action has been taken; and

(ii) the grounds for taking that action; and

(iii) that at the disciplinary appeal meeting the disciplinary appeal subcommittee members present must vote on whether the decision to suspend or expel the person should be upheld or revoked.

24 Conduct of disciplinary appeal meeting

(1) At a disciplinary appeal meeting—

(a) no business other than the question of the appeal may be conducted; and

(b) the disciplinary appeal subcommittee must state the grounds for suspending or expelling the member and the reasons for taking that action; and

(c) the person whose membership has been suspended or who has been expelled (or member representative) must be given an opportunity to be heard.

(2) After complying with subrule (1), members of the disciplinary appeal subcommittee present and entitled to vote at the meeting must vote by secret ballot on the question of whether the decision to suspend or expel the person should be upheld or revoked.

(3) A member may not vote by proxy at the meeting.

(4) The decision is upheld if a majority of the persons voting at the meeting vote in favour of the decision.

Division 3—Grievance procedure

25 Application

(1) The grievance procedure set out in this Division applies to disputes under these Rules between—

(a) a member and another member; and

(b) a member and the Committee; and

(2) A member must not initiate a grievance procedure in relation to a matter that is the subject of a disciplinary procedure until the disciplinary procedure has been completed.

26 Parties must attempt to resolve the dispute

Subject to subrule (3), for grievances between a member and the committee or Club, the parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.

Subject to subrule (3), for grievances involving a member and another member, the parties should refer the grievance in writing to the Club President or authorised delegate, who shall consider the matter and respond within 14 days of the dispute coming to their attention.

If the dispute involves a child safety issue, the grievance is to be immediately actioned in accordance with applicable child safety laws.

27 Appointment of mediator

(1) If the parties to a dispute are unable to resolve the dispute within the time required by rule 26, the parties must within 10 days—

(a) notify the Committee of the dispute; and

(b) agree to or request the appointment of a mediator; and

(2) The mediator must be—

(a) a person chosen by agreement between the parties; or

(b) in the absence of agreement—

(i) if the dispute is between a member and another member—a person appointed by the Committee; or

(ii) if the dispute is between a member and the Committee or the Club—a registered mediator.

Note

This includes a registered mediator appointed or employed by the Dispute Settlement Centre of Victoria or accredited by the Victorian Bar.

(3) Subject to subrule (4), the Committee may appoint any person as a mediator.

(4) The Committee must not appoint a person as a mediator if the person—

(a) has a personal interest in the dispute; or

(b) is biased in favour of or against any party.

28 Mediation process

(1) The mediator to the dispute, in conducting the mediation, must—

(a) give each party every opportunity to be heard; and

(b) allow due consideration by all parties of any written statement submitted by any party; and

(2) The mediator must not determine the dispute.

(3) Any costs of mediation are to be paid—

(a) if an agreement as to costs is reached between the parties—in accordance with that agreement; or

(b) if there is no such agreement—by the Club.

29 Failure to resolve dispute by mediation

If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute with Basketball Victoria or in accordance with the Act or otherwise at law.

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PART 4—GENERAL MEETINGS OF THE CLUB

30 Annual general meetings

(1) The Committee must convene an annual general meeting of the Club to be held within 5 months after the end of each financial year.

(2) Despite subrule (1), the Club may hold its first annual general meeting at any time within 18 months after its incorporation.

(3) The Committee may determine the date, time and place of the annual general meeting.

(4) The ordinary business of the annual general meeting is as follows—

(a) to confirm the minutes of the previous annual general meeting and of any special general meeting or general meeting held since then;

(b) to receive and consider—

(i) the annual report of the Committee on the activities of the Club during the preceding financial year; and

(ii) the financial statements of the Club for the preceding financial year submitted by the Committee in accordance with Part 7 of the Act;

(5) The annual general meeting may also conduct any other business of which notice has been given in accordance with these Rules.

31 Special general meetings

(1) Any general meeting of the Club, other than an annual general meeting or a disciplinary appeal meeting, is a special general meeting.

(2) The Committee may convene a special general meeting whenever it thinks fit.

(3) No business other than that set out in the notice under rule 33 may be conducted at the meeting.

Note

General business may be considered at the meeting if it is included as an item for consideration in the notice under rule 33 and the majority of members at the meeting agree.

32 Special general meeting held at request of members

(1) The Committee must convene a special general meeting if a request to do so is made in accordance with subrule (2) by at least 10% of the total number of members.

(2) A request for a special general meeting must—

(a) be in writing; and

(b) state the business to be considered at the meeting and any resolutions to be proposed; and

(d) be given to the Secretary.

(3) If the Committee does not convene a special general meeting within one month after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.

(4) A special general meeting convened by members under subrule (3)—

(a) must be held within 3 months after the date on which the original request was made; and

(b) may only consider the business stated in that request.

(5) The Club must reimburse all reasonable expenses incurred by the members convening a special general meeting under subrule (3).

33 Notice of general meetings

(1) The Secretary (or, in the case of a special general meeting convened under rule 32(3), the members convening the meeting) must give to each member of the Club—

(a) at least 21 days’ notice of a general meeting if a special resolution is to be proposed at the meeting; or

(b) at least 14 days’ notice of a general meeting in any other case.

(2) The notice must—

(a) specify the date, time and place of the meeting; and

(b) indicate the general nature of each item of business to be considered at the meeting; and

(i) state in full the proposed resolution; and

(ii) state the intention to propose the resolution as a special resolution; and

(d) comply with rule 34.

(3) This rule does not apply to a disciplinary appeal meeting.

Note

Rule 23(4) sets out the requirements for notice of a disciplinary appeal meeting.

34 Proxies

Proxies are not allowed to attend or vote at a general meeting on a member’s behalf.

35 Use of technology

(1) A general meeting may be held and members may take part by the use of technology that allows members to clearly and simultaneously communicate with each other participating member.

(2) For the purposes of this Part, a member participating in a general meeting as permitted under subrule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

36 Quorum at general meetings

(1) No business may be conducted at a general meeting unless a quorum of members is present.

(2) The quorum for a general meeting is the presence (physically, or as allowed under rule 35) of 5 of the members entitled to vote.

(3) If a quorum is not present within 30 minutes after the notified commencement time of a general meeting—

(a) in the case of a meeting convened by, or at the request of, members under rule 32—the meeting must be dissolved; or

Note

If a meeting convened by, or at the request of, members is dissolved under this subrule, the business that was to have been considered at the meeting is taken to have been dealt with. If members wish to have the business reconsidered at another special meeting, the members must make a new request under rule 32.

(b) in any other case—

(i) the meeting must be adjourned to a date not more than 21 days after the adjournment; and

(ii) notice of the date, time and place to which the meeting is adjourned must be given at the meeting and confirmed by written notice given to all members as soon as practicable after the meeting.

(4) If a quorum is not present within 30 minutes after the time to which a general meeting has been adjourned under subrule (3)(b), the members present at the meeting (if not fewer than 3) may proceed with the business of the meeting as if a quorum were present.

37 Adjournment of general meeting

(1) The Chairperson of a general meeting at which a quorum is present may, with the consent of a majority of members present at the meeting, adjourn the meeting to another time at the same place or at another place.

(2) Without limiting subrule (1), a meeting may be adjourned—

(a) if there is insufficient time to deal with the business at hand; or

(b) to give the members more time to consider an item of business.

Example

The members may wish to have more time to examine the financial statements submitted by the Committee at an annual general meeting.

(3) No business may be conducted on the resumption of an adjourned meeting other than the business that remained unfinished when the meeting was adjourned.

(4) Notice of the adjournment of a meeting under this rule is not required unless the meeting is adjourned for 14 days or more, in which case notice of the meeting must be given in accordance with rule 33.

38 Voting at general meeting

(1) On any question arising at a general meeting—

(a) subject to subrule (3) and subrule 13(2)(a)(ii), each member who is entitled to vote has one vote; and

(b) members may vote personally; and

(2) If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.

(3) If the question is whether or not to confirm the minutes of a previous meeting, only members who were present at that meeting may vote.

(4) This rule does not apply to a vote at a disciplinary appeal meeting conducted under rule 24.

39 Special resolutions

A special resolution is passed if not less than three-quarters of the members voting at a general meeting vote in favour of the resolution.

Note

In addition to certain matters specified in the Act, a special resolution is required—

(a) to remove a committee member from office ;

(b) to alter these Rules, including changing the name or any of the purposes of the Club.

40 Determining whether resolution carried

(1) Subject to subrule (2), the Chairperson of a general meeting may, on the basis of a show of hands, declare that a resolution has been—

(a) carried; or

(b) carried unanimously; or

(d) lost—

and an entry to that effect in the minutes of the meeting is conclusive proof of that fact.

(2) If a count is demanded by 3 or more members on any question—

(a) the count must be taken at the meeting in the manner determined by the Chairperson of the meeting; and

(b) the Chairperson must declare the result of the resolution on the basis of the count.

(3) A count demanded on the election of the Chairperson or on a question of an adjournment must be taken immediately.

(4) A count demanded on any other question must be taken before the close of the meeting at a time determined by the Chairperson.

41 Minutes of general meeting

(1) The Committee must ensure that minutes are taken and kept of each general meeting.

(2) The minutes must record the business considered at the meeting, any resolution on which a vote is taken and the result of the vote.

(3) In addition, the minutes of each annual general meeting must include—

(a) the names of the members attending the meeting; and

(b) the financial statements submitted to the members in accordance with rule 30(4)(b)(ii); and

(c) the certificate signed by 2 committee members certifying that the financial statements give a true and fair view of the financial position and performance of the Club; and

(d) any audited accounts and auditor’s report or report of a review accompanying the financial statements that are required under the Act.

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PART 5—COMMITTEE

Division 1—Powers of Committee

42 Role and powers

(1) The business of the Club must be managed by or under the direction of a Committee.

(2) The Committee may exercise all the powers of the Club except those powers that these Rules or the Act require to be exercised by general meetings of the members of the Club.

(3) The Committee may—

(a) appoint and remove staff; and

(b) establish subcommittees consisting of members with terms of reference it considers appropriate.

43 Delegation

(1) The Committee may delegate to a member of the Committee, a subcommittee or staff, any of its powers and functions other than—

(a) this power of delegation; or

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

(2) The delegation must be in writing and may be subject to the conditions and limitations the Committee considers appropriate.

(3) The Committee may, in writing, revoke a delegation wholly or in part.

Division 2—Composition of Committee and duties of members

44 Composition of Committee

The Committee consists of—

(a) a President; and

(b) a Vice-President; and

(d) a Treasurer; and

(e) ordinary members (if any) elected under rule 53.

45 General Duties

(1) As soon as practicable after being elected or appointed to the Committee, each committee member must become familiar with these Rules and the Act.

(2) The Committee is collectively responsible for ensuring that the Club complies with the Act and that individual members of the Committee comply with these Rules.

(3) Committee members must exercise the member’s powers and discharge the member’s duties with reasonable care and diligence.

(4) Committee members must exercise the member’s powers and discharge the member’s duties—

(a) in good faith in the best interests of the Club; and

(b) for a proper purpose.

(5) Committee members and former committee members must not make improper use of—

(a) the member’s, or former member’s, position; or

(b) information acquired by virtue of holding the member’s, or former member’s, position—

so as to gain an advantage for themselves or any other person or to cause detriment to the Club.

Note

See also Division 3 of Part 6 of the Act which sets out the general duties of the office holders of an incorporated Club.

(6) In addition to any duties imposed by these Rules, a committee member must perform any other duties imposed from time to time by resolution at a general meeting.

46 President and Vice-President

(1) Subject to subrule (2), the President or, in the President’s absence, the Vice-President is the Chairperson for any general meetings and for any committee meetings.

(2) If the President and the Vice-President are both absent, or are unable to preside, the Chairperson of the meeting must be—

(a) in the case of a general meeting—a member elected by the other members present; or

(b) in the case of a committee meeting—a committee member elected by the other committee members present.

47 Secretary

(1) The Secretary must perform any duty or function required under the Act to be performed by the secretary of an incorporated Club.

Example

Under the Act, the secretary of an incorporated Club is responsible for lodging documents of the Club with the Registrar.

(2) The Secretary must—

(a) maintain the register of members in accordance with rule 18; and

(b) keep custody of the common seal (if any) of the Club and, except for the financial records referred to in rule 70(3), all books, documents and securities of the Club in accordance with rules 72 and 75; and

(c) subject to the Act and these Rules, provide members with access to the register of members, the minutes of general meetings and other books and documents; and

(d) perform any other duty or function imposed on the Secretary by these Rules.

(3) The Secretary must give to the Registrar notice of the Secretary’s appointment within 14 days after the appointment.

48 Treasurer

(1) The Treasurer must—

(a) receive all moneys paid to or received by the Club or ensure sufficient controls are in place for receipt of all monies paid to the Club; and

(b) ensure that all moneys received are paid into the account of the Club on a timely basis; and

(d) ensure cheques are signed by at least 2 committee members änd online payments (electronic fund transfers) are authorised by at least two committee members, or by at least one committee member and an authorised delegate.

(2) The Treasurer must—

(a) ensure that the financial records of the Club are kept in accordance with the Act; and

(b) coordinate the preparation of the financial statements of the Club and the Club’s certification by the Committee prior to the Club’s submission to the annual general meeting of the Club.

(3) The Treasurer must ensure that at least one other committee members has access to the accounts and financial records of the Club.

Division 3—Election of Committee members and tenure of office

49 Who is eligible to become a Committee member

A member is eligible to be elected or appointed as a committee member if the member—

(a) is 18 years or over; and

(b) is entitled to vote at a general meeting.

50 Positions to be declared vacant

(1) This rule applies to—

(a) the first annual general meeting of the Club after its incorporation; or

(b) any subsequent annual general meeting of the Club, after the annual report and financial statements of the Club have been received.

(2) The Chairperson of the meeting must declare all positions on the Committee that are due for re-election vacant and hold elections for those positions in accordance with rules 51 to 54.

51 Nominations

(1) Prior to the election of each position, the Chairperson of the meeting must call for nominations to fill that position.

(2) An eligible member of the Club may—

(a) nominate himself or herself; or

(b) with the member’s consent, be nominated by another member.

(3) A member who is nominated for a position and fails to be elected to that position may be nominated for any other position for which an election is yet to be held.

52 Election of President etc.

(1) At the annual general meeting, separate elections must be held for each of the following Office Bearer positions declared vacant—

(a) President;

(b) Vice-President;

(d) Treasurer.

(2) If only one member is nominated for the position, the Chairperson of the meeting must declare the member elected to the position.

(3) If more than one member is nominated, a ballot must be held in accordance with rule 54.

(4) On the President’s election, the new President may take over as Chairperson of the meeting.

53 Election of ordinary members

(1) The annual general meeting must by resolution decide the number of ordinary members of the Committee (if any) it wishes to hold office for the next year.

(2) A single election may be held to fill all of those positions.

(3) If the number of members nominated for the position of ordinary committee member is less than or equal to the number to be elected, the Chairperson of the meeting must declare each of those members to be elected to the position.

(4) If the number of members nominated exceeds the number to be elected, a ballot must be held in accordance with rule 54.

54 Ballot

(1) If a ballot is required for the election for a position, the Chairperson of the meeting must appoint a member to act as returning officer to conduct the ballot.

(2) The returning officer must not be a member nominated for the position.

(3) Before the ballot is taken, each candidate may make a short speech in support of the candidate’s election.

(4) The election must be by secret ballot in relation to voters who are physically present.

(5) If the election is held in person, the returning officer must give a blank piece of paper to each member present in person, and enable electronic communication for voters participating in the meeting electronically.

(6) If the ballot is for a single position, the voter must write on the ballot paper or communicate electronically the name of the candidate for whom they wish to vote.

(7) If the ballot is for more than one position—

(a) the voter must write on the ballot paper or communicate electronically the name of each candidate for whom they wish to vote;

(b) the voter must not write the names of more candidates than the number to be elected.

(8) Ballot correspondence that does not comply with subrule (7)(b) is not to be counted.

(9) Each ballot correspondence on which the name of a candidate has been written counts as one vote for that candidate.

(10) The returning officer must declare elected the candidate or, in the case of an election for more than one position, the candidates who received the most votes.

(11) If the returning officer is unable to declare the result of an election under subrule (10) because 2 or more candidates received the same number of votes, the returning officer must—

(a) conduct a further election for the position in accordance with subrules (4) to (10) to decide which of those candidates is to be elected; or

(b) with the agreement of those candidates, decide by lot which of them is to be elected.

Examples

The choice of candidate may be decided by the toss of a coin, drawing straws or drawing a name out of a hat.

55 Term of office

(1) Subject to subrule (3) and rule 56, a committee member holds office until the position of the committee member is declared vacant at a subsequent annual general meeting. Office bearers are elected every two years at the relevant annual general meeting and ordinary members of the committee are elected annually at each annual general meeting.

(2) A committee member may be re-elected.

(3) A general meeting of the Club may—

(a) by special resolution remove a committee member from office; and

(b) elect an eligible member of the Club to fill the vacant position in accordance with this Division.

(4) A member who is the subject of a proposed special resolution under subrule (3)(a) may make representations in writing to the Secretary or President of the Club (not exceeding a reasonable length) and may request that the representations be provided to the members of the Club.

(5) The Secretary or the President may give a copy of the representations to each member of the Club or, if they are not so given, the member may require that they be read out at the meeting at which the special resolution is to be proposed.

56 Vacation of office

(1) A committee member may resign from the Committee by written notice addressed to the Committee.

(2) A person ceases to be a committee member if the person—

(a) ceases to be a member of the Club; or

(b) fails to attend 3 consecutive committee meetings (other than special or urgent committee meetings) without leave of absence under rule 67; or

Note

A Committee member may not hold the office of Secretary if they do not reside in Australia.

57 Filling casual vacancies

(1) The Committee may appoint an eligible member of the Club to fill a position on the Committee that—

(a) has become vacant under rule 56; or

(b) was not filled by election at the last annual general meeting.

(2) If the position of Secretary becomes vacant, the Committee must appoint a member to the position within 14 days after the vacancy arises.

(3) Rule 55 applies to any committee member appointed by the Committee under subrule (1) or (2).

(4) The Committee may continue to act despite any vacancy in its membership.

Division 4—Meetings of Committee

58 Meetings of Committee

(1) The Committee must meet at least 4 times in each year at the dates, times and places determined by the Committee.

(2) The date, time and place of the first committee meeting must be determined by the members of the Committee as soon as practicable after the annual general meeting of the Club at which the members of the Committee were elected.

(3) Special committee meetings may be convened by the President or by any 4 members of the Committee.

59 Notice of meetings

(1) Notice of each committee meeting must be given to each committee member no later than 7 days before the date of the meeting.

(2) Notice may be given of more than one committee meeting at the same time.

(3) The notice must state the date, time and place of the meeting.

(4) If a special committee meeting is convened, the notice must include the general nature of the business to be conducted.

(5) The only business that may be conducted at the meeting is the business for which the meeting is convened.

60 Urgent meetings

(1) In cases of urgency, a meeting can be held without notice being given in accordance with rule 59 provided that as much notice as practicable is given to each committee member by the quickest means practicable.

(2) Any resolution made at the meeting must be passed by an absolute majority of the Committee.

(3) The only business that may be conducted at an urgent meeting is the business for which the meeting is convened.

61 Procedure and order of business

(1) The procedure to be followed at a meeting of a Committee must be determined from time to time by the Committee.

(2) The order of business may be determined by the members present at the meeting.

62 Use of technology

(1) A committee meeting may be held by the use of technology that allows committee members to clearly and simultaneously communicate with each other participating member.

(2) For the purposes of this Part, a committee member participating in a committee meeting as permitted under subrule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

63 Quorum

(1) No business may be conducted at a Committee meeting unless a quorum is present.

(2) The quorum for a committee meeting is the presence (in person or as allowed under rule 62) of a majority of the committee members holding office.

(3) If a quorum is not present within 30 minutes after the notified commencement time of a committee meeting—

(a) in the case of a special meeting—the meeting lapses;

(b) in any other case—the meeting must be adjourned to a date no later than 14 days after the adjournment and notice of the date, time and place to which the meeting is adjourned must be given in accordance with rule 59.

64 Voting

(1) On any question arising at a committee meeting, each committee member present at the meeting has one vote.

(2) A motion is carried if a majority of committee members present and voting at the meeting vote in favour of the motion.

(3) Subrule (2) does not apply to any motion or question which is required by these Rules to be passed by an absolute majority of the Committee.

(4) If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.

(5) Voting by proxy is not permitted.

65 Conflict of interest

(1) A committee member who has a material personal interest in a matter being considered at a committee meeting must disclose the committee member’s position and the nature and extent of that interest to the Committee.

(2) The member—

(a) must not be present while the matter is being considered at the meeting; and

(b) must not vote on the matter.

Note

Under section 81(3) of the Act, if there are insufficient committee members to form a quorum because a member who has a material personal interest is disqualified from voting on a matter, a general meeting may be called to deal with the matter.

(3) This rule does not apply to a material personal interest—

(a) that exists only because the member belongs to a class of persons for whose benefit the Club is established; or

(b) that the member has in common with all, or a substantial proportion of, the members of the Club.

(4) The Committee must keep a conflict of interest register.

(5) The conflict of interest register must record the following—

(a) the name and position of the member who has disclosed a material personal interest;

(b) a description of the nature and extent of that interest;

66 Minutes of meeting

(1) The Committee must ensure that minutes are taken and kept of each committee meeting.

(2) The minutes must record the following—

(a) the names of the members in attendance at the meeting;

(b) the business considered at the meeting;

(d) any material personal interest disclosed under rule 65.

67 Leave of absence

(1) The Committee may grant a committee member leave of absence from committee meetings for a period not exceeding 3 months.

(2) The Committee must not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the committee member to seek the leave in advance.

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PART 6—FINANCIAL MATTERS

68 Source of funds

The funds of the Club may be derived from joining fees, annual subscriptions, donations, fundraising activities, grants, interest and any other sources approved by the Committee.

69 Management of funds

(1) The Club must open an account with a financial institution from which all expenditure of the Club is made and into which all of the Club’s revenue is deposited.

(2) Subject to any restrictions imposed by a general meeting of the Club, the Committee may approve expenditure on behalf of the Club.

(3) The Committee may authorise the Treasurer to expend funds on behalf of the Club (including by electronic funds transfer and debit card) up to a specified limit without requiring approval from the Committee for each item on which the funds are expended.

(4) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by 2 committee members, änd online payments (electronic fund transfers) must be authorised by at least two committee members, or by at least one committee member and an authorised delegate,

(5) All funds of the Club must be deposited into the financial account of the Club on a timely basis.

(6) Despite subrule (1), the Committee may authorise the Treasurer to maintain a petty cash fund and debit card facility for minor and incidental expenses of the Club.

(7) The Treasurer must record the withdrawal or deposit of an amount from the petty cash fund at the time of the transaction.

70 Financial records

(1) The Club must keep financial records that—

(a) correctly record and explain its transactions, financial position and performance; and

(b) enable financial statements to be prepared as required by the Act.

(2) The Club must retain the financial records for 7 years after the transactions covered by the records are completed.

(3) The Treasurer must keep in the Treasurer’s custody, or under the Treasurer’s control—

(a) the financial records for the current financial year; and

(b) any other financial records as authorised by the Committee.

71 Financial statements

(1) For each financial year, the Committee must ensure that the requirements under the Act relating to the financial statements of the Club are met.

(2) Without limiting subrule (1), those requirements include—

(a) the preparation of the financial statements; and

(b) if required, the review or auditing of the financial statements; and

(d) the submission of the financial statements to the annual general meeting of the Club; and

(e) the lodgement with the Registrar of the financial statements and accompanying reports, certificates, statements and fee.

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PART 7—GENERAL MATTERS

72 Common seal

(1) The Club may have a common seal.

(2) If the Club has a common seal—

(a) the name of the Club must appear in legible characters on the common seal; and

(b) a document may only be sealed with the common seal by the authority of the Committee and the sealing must be witnessed by the signatures of 2 committee members; and

73 Registered address

The registered address of the Club is—

(a) the address determined from time to time by resolution of the Committee; or

(b) if the Committee has not determined an address to be the registered address—the postal address of the Secretary.

74 Notice requirements

(1) Any notice required to be given to a member or a committee member under these Rules may be given—

(a) by handing the notice to the member personally; or

(b) by sending it by post to the member at the address recorded for the member on the register of members; or

(2) Subrule (1) does not apply to notice given under rule 60.

(3) Any notice required to be given to the Club or the Committee may be given—

(a) by handing the notice to a member of the Committee; or

(b) by sending the notice by post to the registered address; or

(d) by email to the email address of the Club, the President, the Secretary, or an authorised delegate.

75 Custody and inspection of books and records

(1) Members may on request inspect free of charge any of the following—

(a) the register of members;

(b) the minutes of general meetings;

(c) subject to subrule (2), the financial records, books, securities and any other relevant document of the Club, including minutes of Committee meetings.

Note

See note following rule 18 for details of access to the register of members.

(2) The Committee may refuse to permit a member to inspect records of the Club that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Club.

(3) The Committee must on request make available, or provide copies of, these Rules available to members and applicants for membership free of charge.

(4) Subject to subrule (2), a member may request a copy of, or make a copy of, any of the other records of the Club referred to in this rule and the Club may charge a reasonable fee for provision of a copy of such a record.

(5) For the purposes of this rule—

relevant document means any record or other document, however compiled, recorded or stored, that relates to the incorporation and management of the Club and includes the following—

(a) a membership record;

(b) a financial statement;

(d) any other record or document relating to transactions, dealings, business or property of the Club.

76 Winding up and cancellation

(1) The Club may be wound up voluntarily by special resolution.

(2) In the event of the winding up or the cancellation of the incorporation of the Club, the surplus assets of the Club must not be distributed to any members or former members of the Club.

(3) Subject to the Act and any court order made under section 133 of the Act, the surplus assets must be given to a body that has similar purposes to the Club and which is not carried on for the profit or gain of its individual members.

(4) The body to which the surplus assets are to be given must be decided by special resolution.

77 Alteration of Rules

These Rules may only be altered by special resolution of a general meeting of the Club.

Note

An alteration of these Rules does not take effect unless or until it is approved by the Registrar. If these Rules (other than rule 1, 2 or 3) are altered, the Club is taken to have adopted its own rules, not the model rules.

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