Constitution of Beaumaris Bowls Club Incorporated No. 8029
Approved by a Special Meeting of Members on ……………
TABLE OF CONTENTS
I PURPOSES, POWERS AND INTERPRETATION
1. Name
2. Purposes of Association
3. Powers of Association
4. Interpretations and Definitions
1. Definitions
2. Interpretations
3. Enforceability
II MEMBERSHIP
5. Membership of Club
1. Categories of Members
2. Application for Membership
3. Life Members
4. Deemed Membership
5. Effect of Membership
6. Subscriptions and Fees
7. Registers
8. Resignation of Members
1. Notice of Resignation
2. Expiration of Notice Period
3. Forfeiture of Rights
9. Expulsion, Fining or Suspension of Members
1. Board Resolution
2. Basis for Board Resolution
3. Notice of Alleged Breach
4. Determination of Board
5. Procedures
III GENERAL MEETINGS
10. Annual General Meetings
1. Annual General Meeting to be held
2. Business
3. Additional Meetings
11. General Meetings
1. General Meetings may be held
2. Request for General Meetings
12. Notice of Meetings
1. Notice to be given for General Meetings
2. Business of Meeting
13. Proceedings at Meetings
1. Quorum
2. Chairman to Chair
3. Chairperson may adjourn Meeting
14. Voting at General Meetings
1. Voting Rights
2. Voting Procedure
3. Recording of Determinations
4. Poll at General Meetings
5. Proxy and Postal Voting
IV. BOARD
15. Board
1. Powers of Board
2. Composition of Board
3. Term of Office
4. Casual Vacancy
5. Transitional Arrangements
16. Election of Elected Directors
17. Vacancy on the Board
1. Grounds for Termination of Director
2. Removal of Director
18. Quorum and Procedures at Board Meetings
1. Convening a Board Meeting
2. Quorum
3. Procedures at Board Meetings
19. Directors Interests
1. General Principle
2. Disclosure of Interests
3. General Disclosure
4. Recording Disclosures
5. Conflicts
20. Delegated Powers and Duties
1. Board may delegate functions
2. Exercise of Delegated Functions
3. Procedure of Delegated Entity
4. Committees
V. MISCELLANEOUS
21. Liquor Licence
1. Receipts for the supply of liquor
2. Management of the Club
3. Guests
4. Register of Guests
5. Delegation of supply of liquor
22. Grievance Procedures
23. Source of Funds
24. Application of Income
25. Signing of Negotiable Instruments
26. Alteration and Interpretation of Constitution
27. Dissolution
28. Indemnity
29. Service of Notices
30. Custody of Books and Other Documents
31. Regulations
Constitution of Beaumaris Bowls Club Incorporated No. 8029
PART I PURPOSES, POWERS AND INTERPRETATION
1. NAME
The name of the incorporated association is Beaumaris Bowls Club Incorporated
2. PURPOSES OF ASSOCIATION
The Club is established solely for these purposes. The purposes of the Club are to:
1. conduct, encourage, promote, advance and administer Bowls throughout its local area;
2. act, at all times, on behalf of and in the interest of the Members and Bowls;
3. affiliate and otherwise liaise with Bowls Victoria (including,
but not limited to, its Regions and Divisions), Bowls Australia
and/or World Bowls and adopt their rule and policy frameworks to further these purposes;
4. abide by, promulgate, enforce and secure uniformity in the
application of the rules of Bowls as may be determined from
time to time by Bowls Victoria, Bowls Australia and/or World
Bowls and as may be necessary for the management and
control of Bowls and related activities in Victoria;
5. advance the operations and activities of the Club throughout
the local area;
6. maintain and conduct a sporting and social Club and to build,
maintain or otherwise provide facilities for the use and
recreation of the Members;
7. raise and borrow any monies, and to buy, sell or otherwise deal
with any real or personal property, required for the purposes of
the Club upon such terms and conditions and/or on such
securities as may be determined;
8. apply for, hold and renew any liquor or gaming licences;
9. have regard to the public interest in its operations; and
10. undertake and or do all such things or activities which are
necessary, incidental or conducive to the advancement of these purposes.
3. POWERS OF ASSOCIATION
Solely for furthering the purposes set out above, the club has all the
rights, powers and privileges conferred on it under the Act, in
particular section 16.
4. INTERPRETATIONS AND DEFINITIONS
1. Definitions
In this Constitution, unless the contrary intention appears:
Act means the Associations Incorporation Act 1981 (Vic).
Affiliated Member means a natural person recognized by the
Club as a Member under rule 5.2.5 from time to time. For the
avoidance of doubt, such members must meet and maintain any
criteria set by Bowls Victoria from time to time for "Affiliated
Members" (or equivalent) under its constitution.
Annual General Meeting means a meeting of Members
convened in accordance with rule 10.
Annual Subscriptions means the annual fees payable by each
category of Member as determined by the Board under rule 6.
Appointed Director means a Director appointed under rule
15.2.1.
Board means the body consisting of the Directors under rule 15.2.
Bowls means the sport and game of bowls as determined by
World Bowls with such variations as may be recognised by Bowls
Australia or Bowls Victoria from time to time.
Bowls Australia means Bowls Australia Incorporated, the
governing body for Bowls in Australia, or its successors.
Bowls Victoria means Bowls Victoria Incorporated, the
governing body for Bowls in Victoria, or its successors.
Club means Beaumaris Bowls Club Incorporated
Committee means any committee of the Board created under rule
20.5 from time to time.
Constitution means this constitution of the Club as amended
from time to time.
Delegate means a person appointed by the Board to represent the
Club at Bowls Victoria or other meetings.
Director means a member of the Board and includes an Elected
Director and an Appointed Director.
Division means a cluster of Bowls clubs designated by Bowls
Victoria from time to time, brought together for the purpose of
organizing competition within its boundaries and to carry out any
other functions defined by Bowls Victoria from time to time.
Elected Director means a Director elected under rule 15.2.1.
Entitled Member means a member who in accordance with the
Regulations shall be entitled to vote at Special and General
Meetings of the Club.
Financial Year means the year ending on 31 March.
General Meeting means an Annual General Meeting together
with any meeting of Members convened in accordance with rule 11.
Life Member means an individual elected as such under rule 5.3.
Member means any person recognized as a member of the Club
by the Board under rule 5 from time to time.
Chairman means the Chairman of the Club appointed in
accordance with rule 15 from time to time.
Region means an area of Victoria having boundaries as approved
by Bowls Victoria from time to time. A reference to “Region” also
includes the committee or other body appointed to administer
an approved area.
Register means the register of Members kept in accordance with rule 7.
Regulations mean any regulations made by the Board under rule
32.
Rules means Men’s and Women’s Bowling Rules of the Club.
Special Resolution has the same meaning as the Act.
World Bowls means World Bowls Limited, the international
governing body for Bowls, or its successors.
2. Interpretation
In this Constitution:
1. a reference to a rule, regulation, schedule or annexure is to a
rule, regulation, schedule or annexure of, or made under, this
Constitution;
2. words importing the singular include the plural and vice versa;
3. words importing any gender include the other genders;
4. headings are for convenience only and shall not be used for
interpretation;
5. words or expressions shall be interpreted in accordance with
the provisions of the Act as they vary from time to time;
6. references to persons include natural persons, corporations and
bodies politic, and any legal personal representatives,
successors and permitted assigns of that person;
7. a reference to a statute, ordinance, code or other law includes
regulations and other statutory instruments under it and
consolidations, amendments, re-enactments or replacements of
any of them (whether of the same or any legislative authority
having jurisdiction); and
8. expressions referring to "writing" shall unless the contrary
intention appears, be construed as including references to
printing, photography and other modes of representing or
reproducing words in a visible form, including messages sent by
electronic mail.
3. Enforceability
If any provision of this Constitution or any phrase contained in it is
invalid or unenforceable in any jurisdiction, the phrase or
provision shall be read down for the purpose of that jurisdiction, if
possible, so it is valid and enforceable. If it can not be so read down
the provision shall be severed to the extent of the invalidity or
unenforceability. The remaining provisions of this Constitution
and its validity or enforceability shall not be affected by the
severance in any other jurisdiction.
PART II MEMBERSHIP
5. MEMBERSHIP OF CLUB
1. Categories of Members
The Members shall be, and shall be divided into, the following
categories:
1. Affiliated Members, who shall have the right to be present,
debate and vote at General Meetings;
2. Life Members, who shall have the right to be present, debate
and vote at General Meetings; and
3. Such other category or categories of members as determined by
the Board from time to time.
2. Application for Membership
1. To be eligible for membership as a Member, the applicant must
be a natural person and meet any other criteria set by the Board
from time to time. For the avoidance of doubt, Affiliated
members also must meet and maintain any criteria set by Bowls
Victoria from time to time for "Affiliated Members" (or
equivalent) under its constitution.
2. Subject to this Constitution or any procedures set by the Board
from time to time, an application for membership as an
Member must be:
(a) in writing in the form prescribed by the Board from time to
time;
(b) accompanied by the appropriate fee or fees, if any; and
(c) lodged with the Board or its nominee.
3. The Board may, in its discretion, determine whether to approve
or decline the application.
4. If the Board does not approve an application for membership, it
shall, as soon as practicable, notify the applicant in writing that
their application for membership is not approved. The Board is
not required to give reasons for its decision.
5. If a person satisfies the criteria set by this rule and the Board
accepts the application for membership, the person shall be
deemed a Member, subject always to this Constitution.
3. Life Members
1. Nominations for Life Membership should be lodged with the
Board or its nominee. Following a unanimous resolution by the
Board, the Board may recommend to the annual general
meeting that any natural person who has rendered
distinguished service to the Club be appointed as a Life
Member.
2. A resolution of the annual general meeting to confer life
membership on the recommendation of the Board must be a
Special Resolution.
4. Deemed Membership
All persons who are, prior to the approval of this Constitution
under the Act, Members of the Club shall be deemed Members
from the time of approval of this Constitution under the Act. Such
membership shall continue subject to the terms of this
Constitution.
5. Effect of Membership
1. Members acknowledge and agree that:
(i) this Constitution constitutes a contract between each
of them and the Club and that they are bound by this
Constitution and the Regulations;
(ii) they shall comply with and observe this Constitution
and the Regulations;
(iii) by submitting to this Constitution and the
Regulations they are subject to the jurisdiction of the
Club;
(iv) this Constitution and Regulations are necessary and
reasonable for promoting the purposes of the Club;
and
(v) they are entitled to all benefits, advantages, privileges
and services of their membership as determined by
the Board.
2. Members may by virtue of membership of the Club and
subject to this Constitution:
(i) express in writing or otherwise their views and
opinions in any meeting in respect of which they are
entitled to participate in accordance with this
Constitution;
(ii) make proposals or submissions to the Board;
(iii) engage and participate in any activity approved,
sponsored or recognised by the Club; and
(iv) conduct any activity approved by the Club.
3. A right, privilege or obligation of a person by reason of their
membership of the Club:
(a) is not capable of being transferred or transmitted to another
person; and
(b) terminates upon the cessation of membership whether by
death, resignation or otherwise.
6. SUBSCRIPTIONS AND FEES
1. The Annual Subscriptions and any other fees payable by Members
or categories of Members to the Club, the benefits which apply, the
time for, and manner of payment, shall be determined by the
Board from time to time.
2. The Board is empowered to prevent any Member whose Annual
Subscription or any other fees are in arrears from exercising the
whole or any of the rights or privileges of membership of the Club,
including but not limited to the right to vote at General Meetings.
3. If any Member fails to pay the Annual Subscription within two (2)
months of the commencement of the Financial Year in any year his
membership shall thenceforth cease but should a sufficient
explanation be made to the Board it shall have the power to restore
his name to the register upon payment of the amount due.
7. REGISTERS
1. Club to Keep Register of Members
The Club shall keep and maintain a Register of Members in which
shall be entered the full name, address, category of membership,
date of entry of the name of each Member and whether the
Member has been granted voting rights.
2. Inspection of Register
Inspection of the Register will only be available as required by the
Act and provided that a written request is given.
8. RESIGNATION OF MEMBERS
1. Notice of Resignation
Any Member who has paid all monies due and payable to the Club
may resign from the Club by giving thirty days notice in writing to
the Club of such intention to resign. Upon the expiration of that
period of notice, the Member shall cease to be a member.
2. Expiration of Notice Period
Upon the expiration of a notice given under rule 8.1, an entry,
recording the date on which the Member who gave notice ceased to
be a Member, shall be recorded in the Register.
3. Forfeiture of Rights
A Member who ceases to be a Member, for whatever reason, shall
forfeit all right in and claim upon the Club and its property.
9. EXPULSION, FINING OR SUSPENSION OF MEMBERS
1. Board Resolution
Subject to this Constitution, the Board may by resolution:
1. expel a Member from the Club; or
2. suspend a Member from membership of the Club or accessing
certain privileges of membership for a specified period; or
3. fine a Member; or
4. impose such other penalty, action or educative process as it
sees fit.
2. Basis for Board Resolution
The Board may take any action under rule 9.1 if the Board
considers that the Member has:
1. breached, failed, refused or neglected to comply with a
provision of this Constitution or the Regulations;
2. acted in a manner unbecoming of a Member or prejudicial to
the purposes and interests of the Club, or another Member; or
3. brought the Club, Bowls or another Member into disrepute.
Such grounds do not constitute a grievance, and rule 22 does not
apply.
3. Notice of Alleged Breach
Where the Board considers that a Member may have satisfied one
or more of the grounds in rule 9.2, the Board shall, as soon as
practicable, serve on the Member a notice in writing:
1. setting out the alleged breach of the Member and the grounds
on which it is based;
2. stating that the Member may address the Board at a meeting to
be held not earlier than fourteen days after service of the
notice;
3. stating the date, place and time of that meeting;
4. informing the Member that he, she or it may do one or more of
the following:
(i) attend that meeting;
(ii) give the Club prior to or at that meeting a written statement
regarding the alleged breach.
4. Determination of Board
1. At a meeting of the Board held in accordance with rule 9.3, the
Board shall:
(i) give the Member every opportunity to be heard;
(ii) give due consideration to any written statement
submitted by the Member; and
(iii) by resolution determine whether the alleged breach
occurred.
2. If the Board determines there was a breach of rule, it will
determine what penalty (if any) shall be given to the Member.
5. Procedures
Subject to this rule and any other relevant provision of this
Constitution and the Regulations, the Board may regulate the
procedures at its meetings as it thinks fit.
PART III GENERAL MEETINGS
10. ANNUAL GENERAL MEETINGS
1. Annual General Meeting to be Held
The Club shall convene and hold an Annual General Meeting of its
Members in accordance with the provisions of the Act and on a
date and at a venue to be determined by the Board.
2. Business
The Annual General Meeting will transact any business required by
the Act and any other business of which notice is given in
accordance with this Constitution.
3. Additional Meetings
The Annual General Meeting shall be in addition to any other
General Meetings that may be held in the same year.
11. GENERAL MEETINGS
1. General Meetings May be Held
The Board may, whenever it thinks fit convene a General Meeting
of the Club and, where but for this rule more than fifteen months
would elapse between Annual General Meetings, it shall convene a
General Meeting before the expiration of that period.
2. Request for General Meetings
1. The Board shall convene a General Meeting upon receiving a
request in writing from not less than 10% of Entitled Members.
The Board may also convene a General Meeting.
2. The request for a General Meeting shall state the object(s) of
the meeting and shall be signed by the Members making the
request and be sent to the Board. The request may consist of
several documents in a like form, each signed by one or more of
the Members making the requisition.
3. If the Board does not cause a General Meeting to be held within
thirty days after the date on which the request is sent to the
Club, the Members making the request, or any of them, may
convene a General Meeting to be held not later than sixty days
after that date.
4. A General Meeting convened by Members under this
Constitution shall be convened in the same manner, or as
nearly as possible as that, in which General Meetings are
convened by the Board. All reasonable expenses incurred in
convening the meeting shall be refunded by the Club to the
persons incurring the expenses.
12. NOTICE OF MEETINGS
1. Notice to be Given for General Meetings
The Board shall, at least 21 days before the date fixed for holding a
General Meeting, send to each Entitled Member and each Director
a notice in writing stating the place, date and time and the nature
of the proposed business to be transacted at the meeting. Notice
may be given in any form permitted under rule 30.
2. Business of Meeting
1. No business other than that set out in the notice convening the
meeting shall be transacted at the General Meeting.
2. A Member desiring to bring any business before a meeting shall
give at least 30 days notice in writing of that business to the
Club which shall include that business in a notice calling the
next General Meeting after the receipt of the notice.
13. PROCEEDINGS AT MEETINGS
1. Quorum
No business shall be transacted at any general meeting unless a
quorum is present at the time when the meeting proceeds to
business. A quorum for General Meetings of the Club shall be
twenty (20) percent of Entitled Members.
1. If within half an hour after the appointed time for the
commencement of a General Meeting, a quorum is not present,
the meeting:
(i) if convened upon the requisition of Members, shall be
dissolved; and
(ii) in any other case, shall stand adjourned to:
a. the same day in the next week at the same
time and (unless Members are notified of an
alternate venue) at the same place; or
b. any date, time and place determined by the chairperson;
2. and 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 meeting shall lapse.
2. Chairman to Chair
The Chairman shall chair each General Meeting of the Club. If the
Chairman is absent from a General Meeting or is unwilling to act,
then the Directors present shall elect one of their number to
preside as chairperson at the meeting.
3. Chairperson May Adjourn Meeting
1. The chairperson of a General Meeting at which a quorum is
present may, with the consent of 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 meeting is adjourned for 14 days or more, a notice of
the adjourned meeting shall be given as in the case of the
General Meeting. Except as provided in this rule, it is not
necessary to give notice of an adjournment or of the business to
be transacted at an adjourned meeting.
14. VOTING AT GENERAL MEETINGS
1. Voting Rights
Subject to any other provision of this Constitution and the
Regulations, each Entitled Member shall be entitled to one vote at
General Meetings.
2. Voting Procedure
1. Subject to this rule 14, votes at a General Meeting shall be given
in person by those Entitled members present.
2. Subject to rule 14.1, all questions arising at a General Meeting
shall be determined on a show of hands.
3. In the case of an equality of votes on a question, the motion
shall fail. Neither the Chairman nor the chairperson of the
meeting is entitled to exercise a second or casting vote.
3. Recording of Determinations
When a declaration is made by the chairperson that a resolution
has, on a show of hands, been carried, carried unanimously,
carried by a particular majority or lost, then an entry to that effect
in the minute book of the Club is evidence of the fact, without
proof of the number or proportion of the votes recorded in favour
of, or against, that resolution.
4. Poll at General Meetings
If a poll is demanded by the chairperson, it shall be taken in such a
manner and either at once or after an interval or adjournment or
otherwise as the chairperson directs. The result of the poll shall be
the resolution of the meeting.
5. Proxy and Postal Voting
Except for the annual election of Directors and other office bearers,
there shall be no proxy or postal voting on any matter unless
otherwise determined by the Board
PART IV BOARD
15. BOARD
1. Powers of Board
1. The affairs of the Club shall be managed by the Board
constituted under rule 15.2.
2. Subject to this Constitution and the Act, the Board:
(i) shall control and manage the business and affairs of the
Club;
(ii) may exercise all such powers and functions as may be
exercised by the Club other than those powers and functions
that are required by this Constitution to be exercised by the
Members in General Meeting; and
(iii) has power to perform all such acts and things as appear
to the Board to be essential for the proper management of
the business and affairs of the Club.
(iv) shall interpret the Constitution and Regulations,
such interpretation being final
2. Composition of Board
The Board shall consist of nine (9) members; viz:
1. Seven (7) Elected Directors consisting of
A Chairman
A Secretary
A Treasurer,
Four Directors, and
2. two (2) Appointed Directors who shall be appointed in
accordance with Regulation 13.3
3. Term of Office
All Directors shall hold office until the annual general meeting next
after the date of their election.
The Chairman shall not hold any other elected office in the Club.
4. Casual Vacancy
In the event of a casual vacancy in the office of any Elected
Director, the Board may appoint an appropriate Member to the
vacant office and the person so appointed may continue in office
up to the end of the term of the Elected Director they are replacing.
5. Transitional Arrangements
Notwithstanding any other Rule of this Constitution, the
transitional arrangements set out in this rule 15.5 shall apply from
the date of adoption of this Constitution.
1. Section 10 of the current Constitution shall continue to have
effect and current office holders of the Section, Pennant and
Match Committees shall continue in office until this
Constitution becomes operative.
2. Rule 5.1 shall not apply to Clause 82.
16. ELECTION OF ELECTED DIRECTORS
1. The Board shall call for nominations at an appropriate time
determined by the Board, which time shall not be less than 21
days prior to the date set down for the Annual General Meeting.
All Members shall be notified of the call for nominations in a
manner determined by the Board.
2. Nominations of candidates for election as Elected Directors shall be:
(i) made in writing on the form provided by the Club from
time to time (if any), signed by two Entitled Members as
nominees and accompanied by the written consent of the
nominee. The candidate must be an Entitled Member; and
(ii) delivered to the Board or person nominated by the
Board by the date specified on the call for nominations.
3. If the number of nominations received is equal to the number
of vacancies to be filled or if there are insufficient nominations
received to fill all vacancies on the Board, then those nominated
shall be declared elected.
4. If there are insufficient nominations received to fill all
vacancies on the Board the remaining positions will be deemed
casual vacancies under clause 15.4
5. If the number of nominations exceeds the number of vacancies
to be filled, voting papers shall be prepared containing the
names of the candidates in alphabetical order for each vacancy
on the Board.
Voting shall be conducted in such a manner and by such a method
as determined by the Board from time to time.
17. VACANCY ON THE BOARD
1. Grounds for Termination of Director
For the purposes of this Constitution, the office of a Director
becomes vacant if the Director:
1. in the case of an Elected Director, ceases to be a Member;
2. becomes bankrupt;
3. resigns their office by notice in writing given to the Club;
4. is subject to any sanction by the Board
5. is directly or indirectly interested in any contract or proposed
contract with the Club and, in the opinion of the Board, has
deliberately, recklessly or negligently failed to declare the
nature of his interest;
6. is removed from office in accordance with this Constitution;
7. dies or becomes of unsound mind or a person whose person or
estate is liable to be dealt with in anyway under the law relating
to mental health;
8. would be prohibited from being a director of a company under
the Corporations Act 2001 (Cth); or
9. fails to attend three consecutive meetings of the Board without
having previously obtained leave of absence or provided
reasonable excuse for such absence.
2. Removal of Director
The Club in a General Meeting may by Special Resolution remove
any Director, before the expiration of their term of office and
appoint another Member in their place to hold office until the
expiration of the term of the first mentioned Director
18. QUORUM AND PROCEDURES AT BOARD MEETINGS
1. Convening a Board Meeting
1. The Board shall meet at least once in each month. Subject to
this Constitution, in particular this rule 18, the Board may
regulate its meetings as it thinks fit.
2. Unless all Directors agree to hold a meeting at shorter notice
(which agreement shall be sufficiently evidenced in writing or
by their presence) not less than two days written notice of
Board meeting shall be given to each Director.
3. Written notice of each Board meeting, specifying the general
nature of the business to be transacted, shall be served on each
Director by:
(i) delivering it to that Director personally;
(ii) sending it in writing, by facsimile or other means of
electronic communication (subject to receiving appropriate
confirmation that the notice has been effectively dispatched);
in accordance with the Director's last notified contact details.
2. Quorum
1. Five (5) Directors shall constitute a quorum for the transaction
of the business of a meeting of the Board.
2. 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 same day in the
following week, or any date, time and place determined by the
Chairman.
3. The Board may act notwithstanding any casual vacancy.
However, if there are casual vacancies in the office of a Director
such that the number of remaining Directors is not sufficient to
constitute a quorum at a meeting of the Board, those Directors
may act only for the purpose of increasing the number of
Directors to a number sufficient to constitute such a quorum.
3. Procedures at Board meetings
1. At meetings of the Board, the Chairman shall chair the meeting.
If the Chairman is absent or unwilling to act, the Board shall
appoint one of its members to chair the meeting.
2. Questions arising at a meeting of the Board shall be determined
on a show of hands or, if demanded by three (3) Directors, by a
poll taken in such manner as the person presiding at the
meeting may determine.
3. Each Elected Director and Appointed Director present at a
meeting of the Board (including the person presiding at the
meeting) is entitled to one vote. In the event of an equality
of votes on any question, the motion shall fail; the Chairman may
not exercise a second or casting vote.
4. A resolution in writing signed or assented to by facsimile or
other form of electronic communication by all the voting
Directors, shall be as valid and effectual as if it had been passed
at a meeting of the Board duly convened and held. Any such
resolution may consist of several documents in like form each
signed by one or more of the Directors.
5. Without limiting the power of the Board to regulate its
meetings as it thinks fit, a meeting of the Directors may be held
where one or more of the Directors is not physically present at
the meeting, provided that:
(i) all persons participating in the meeting are able to
communicate with each other effectively, simultaneously
and instantaneously whether by means of telephone or
other form of communication;
(ii) notice of the meeting is given to all the Directors entitled
to notice in accordance with the usual procedures agreed
upon or laid down from time to time by the Board;
(iii) in the event that a failure in communications prevents
condition (i) from being satisfied by that number of
Directors which constitutes a quorum, and none of such
Directors are present at the place where the meeting is
deemed by virtue of the further provisions of this rule to be
held then the meeting shall be suspended until condition (i)
is satisfied again. If such condition is not satisfied within
fifteen minutes from the interruption the meeting shall be
deemed to have terminated; and
(iv) any meeting held where one or more of the Directors is
not physically present shall be deemed to be held at the
place specified in the notice of meeting provided a Director
is there present and if no Director is there present
the meeting shall be deemed to be held at the place where the
chairperson of the meeting is located.
19. DIRECTORS’ INTERESTS
1. General Principle
A Director is disqualified from:
1. holding any place of profit or position of employment in the
Club, or in any company or incorporated association in
which the Club is a shareholder or otherwise interested; or
2. contracting with the Club either as vendor, purchaser or
otherwise,
except with express resolution of approval of the Board. Any
contract or arrangement in which any Director is in any way
interested which is entered into by or on behalf of the Club without
the approval of the Board, will be voided for such reason.
2. Disclosure of Interests
The nature of the interest of such Director must be declared by the
Director at the meeting of the Board at which the contract or
arrangement is first taken into consideration if the interest then
exists, or in any other case at the first meeting of the Board after
the acquisition of the interest.
3. General Disclosure
A general notice that a Director is a member of any specified firm
or company and is to be regarded as interested in all transactions
with that firm or company is sufficient declaration under rule 19.2
for such Director and the said transactions. After such general
notice it is not necessary for such Director to give a special notice
relating to any particular transaction with that firm or company.
4. Recording Disclosures
It is the duty of the Secretary to record in the minutes any
declaration made or any general notice as aforesaid given by a
Director in accordance with rules 19.2 and 19.3
5. Conflicts
A Director, notwithstanding the interest, may be counted in the
quorum present at any meeting but cannot vote in respect of any
contract or arrangement in which the Director is interested. If the
Director votes, the vote shall not be counted.
20. DELEGATED POWERS AND DUTIES
1. Board May Delegate Functions
1. The Board may, by instrument in writing, create, establish or
appoint special committees, individual members and
consultants to carry out specific duties and functions. In the
establishing instrument, the Board may delegate such functions
as are specified in the instrument, other than:
(i) this power of delegation; and
(ii) a function imposed on the Board or the executive officer by
the Act, any other law, this Constitution, or by resolution of the
Club in a General Meeting.
2. At any time the Board may, by instrument in writing, revoke
wholly or in part any delegation made under this clause. It may
amend or repeal any decision made by a body or person under
this clause.
2. Exercise of Delegated Functions
A function, the exercise of which has been delegated under this
clause, may, while the delegation remains unrevoked, be exercised
from time to time in accordance with the terms of the delegation.
A delegation under this clause may be made subject to certain
conditions or limitations regarding the exercise of any function.
These may be specified in the delegation.
3. Procedure of Delegated Entity
The procedures for any entity exercising delegated power shall,
subject to this Constitution and with any necessary or incidental
amendment, be the same as that applicable to meetings of the
Board under clause 18. The entity exercising delegated powers
shall make decisions in accordance with the Objects, and it shall
promptly provide the Board with details of all material decisions.
The entity shall also provide any other reports, minutes and
information required by the Board.
4. Committees
1. As set out in rule 20.1, the Board may establish and delegate
any of its functions, powers or duties (except this power to
delegate) to such committees as it thinks fit. The Board may
recall or revoke any such delegation or appointment and may
amend or repeal any decision made by such committee.
2. The Board shall determine in writing the duties and powers
afforded to any committee and the committee shall, in the
exercise of such delegated powers, conform to any directions or
Regulations that may be prescribed by the Board.
3. The Chairman shall be an ex-officio member of any committee
so appointed.
4. The creation of special committees and the appointment of
individual members and consultants in terms of rule 20.1.1
shall be reviewed by each incoming Board at its first meeting,
and may be confirmed, modified or revoked as the Board shall
think fit.
PART V MISCELLANEOUS
21. LIQUOR LICENCE
1. Receipts for the supply of liquor
The Club must not pay any amount to an officer or servant of the
Club by way of commission or allowance from the receipts of the
Club for the supply of liquor.
2. Management of the Club
In accordance with rule 15 the Directors constitute the
management committee of the Club and have responsibility for the
affairs of the Club.
3. Guests
1. A visitor to the Club must not be supplied with liquor in the
Club premises unless the visitor is a guest in the company of a
Member.
2. A person can not:
(i) be admitted as an honorary member or temporary member
of the Club; or
(ii) be exempted from the obligation to pay the ordinary
subscription for membership of the Club,
unless the person is of a class specified in the regulations and
the admission or exemption is in accordance with the
regulations.
4. Register of guests
Where a guest in the company of a Member is admitted to any part of
the licensed premises, the Board shall keep on the Club premises a
register of such a guest and such register must contain the:
1. name and address of each guest; and
2. date on which each guest attended the premises.
5. Delegation of supply of liquor
The Board shall control the supply of liquor and this power cannot be
delegated.
22. GRIEVANCE PROCEDURES
1. The grievance procedure set out in this rule applies to disputes
under this Constitution between:
(i) a Member and another Member; or
(ii) a Member and the Club.
2. The parties to the dispute must meet and discuss the matter in
dispute, and, if possible, resolve the dispute within fourteen days
after the dispute comes to the attention of all of the parties.
3. If the parties are unable to resolve the dispute at the meeting, or if a
party fails to attend that meeting, then the parties must, within 10
days, hold a meeting in the presence of a mediator.
4. The mediator must be:
(i) a person chosen by agreement between the parties; or
(ii) in the absence of agreement:
a. in the case of a dispute between a Member and another
Member, a person appointed by the Board; or
b. in the case of a dispute between a Member and the Club, a
person who is a mediator appointed or employed by the
Dispute Settlement Centre of Victoria (Department of
Justice).
5. A Member can be a mediator.
6. The mediator cannot be a Member who is a party to the dispute.
7. The parties to the dispute must, in good faith, attempt to settle the
dispute by mediation.
8. The mediator, in conducting the mediation, must:
(i) give the parties to the mediation process every
opportunity to be heard; and
(ii) allow due consideration by all parties of any written
statement submitted by any party; and
(iii) ensure that natural justice is accorded to the parties to
the dispute throughout the mediation process.
9. The mediator must not determine the dispute.
10. If the mediation process does not result in the dispute being
resolved, the parties may seek to resolve the dispute in accordance
with the Act or otherwise at law.
23. SOURCES OF FUNDS
The funds of the Club shall be derived from Annual Subscriptions,
donations and such other sources as the Board determines.
24. APPLICATION OF INCOME
The income and property of the Club shall be applied solely towards the
promotion of the purposes of the Club as set out in this Constitution.
No portion of the income or property of the Club shall be paid or
transferred, directly or indirectly by way of dividend, bonus or otherwise
to any Member, but this shall not preclude payment to a Member in
good faith for expenses incurred or services rendered.
25. SIGNING OF NEGOTIABLE INSTRUMENTS
All cheques, other negotiable instruments and legal documents shall be
signed by two Directors or in such other manner approved by the Board
from time to time.
26. ALTERATION AND INTERPRETATION OF CONSTITUTION
(a) This Constitution shall not be altered except by Special
Resolution in accordance with the Act.
Except that in the event that the Board shall be advised that for the
purpose of complying with the provisions of legislation which requires a
Rule or Rules of this Constitution to be introduced, altered, amended or
repealed the Board shall have power to act accordingly and
notwithstanding anything else contained herein these alterations shall
forthwith take full effect.
The Board shall cause every such alteration to be exhibited in the Club
premises within fourteen days after it has made same.
The Board shall cause every such alteration to be included in the
Constitution.
(b) The Board shall have the power to interpret this Constitution and the Regulations, such interpretation being final
27. DISSOLUTION
1. In the event of the Club being wound up, the liability of the Members
shall be limited to any outstanding monies due and payable to the
Club, including the amount of the Annual Subscription payable in
respect of the current Financial Year. No other amount shall be
payable by the Members.
2. If upon winding up or dissolution of the Club, there remains, after
satisfaction of all its debts and liabilities, any property, the same
shall not be paid to or distributed amongst the Members, but shall
be given or transferred to some other organisation having purposes
similar to the purposes of the Club and which prohibits the
distribution of its or their income and property among its or their
members and which is also not carried on for the profit or gain to its
members. Such body or bodies to be determined by the Members at
or before the time of dissolution, and in default thereof by such
judge of the Supreme Court of Victoria as may have or acquire
jurisdiction in the matter.
28. INDEMNITY
1. Every Director and employee of the Club shall be indemnified out of
the property and assets of the Club against any liability incurred by
him/her in his/her capacity as Director or employee in defending
any proceedings, whether civil or criminal, in which judgment is
given in his or her favour or in which he or she is acquitted or in
connection with any application in relation to any such proceedings
in which relief is granted to him or her by the Court.
2. The Club shall indemnify its Directors and employees against all
damages and costs (including legal costs) for which any such
Directors or employee may be or become liable to any third party in
consequence of any act or omission except wilful misconduct:
(i) in the case of a Director, performed or made whilst acting on
behalf of and with the authority, express or implied of the Club; and
(ii) in the case of an employee, performed or made in the course of,
and within the scope of his or her employment by the Club.
29. SERVICE OF NOTICES
1. Notices may be given to Members by sending the notice by post or
facsimile transmission or where available, by electronic mail, to the
Member’s address or facsimile number or electronic mail address
shown in the Register.
2. Where a notice is sent by post, service of the notice shall be deemed
to be effected at the time the letter would have been delivered in the
ordinary course of post.
3. Where a notice is sent by facsimile transmission, service of the notice
shall be deemed to be effected upon receipt of a confirmation report
confirming the facsimile was sent to the correct facsimile number.
4. Where a notice is sent by electronic mail, service of the notice shall
be deemed to be effected by properly addressing and upon receipt of
a confirmation report confirming the electronic mail message was
received at the electronic mail address to which it was sent.
30. CUSTODY OF BOOKS AND OTHER DOCUMENTS
1. Except as otherwise provided in this Constitution, the Secretary shall
keep in his or her custody or control all books, documents and
securities of the Club.
2. The Secretary shall keep minutes of the resolutions and proceedings
of each General Meeting and Board meeting in books provided for
that purpose, together with a record of the names of persons present
at all meetings.
3. Subject to the Act, no Member is entitled to inspect the accounts,
books, securities and other Relevant Documents of the Club, unless
authorised in writing by the Board.
31. REGULATIONS
1. The Board may make Regulations and alter, amend or rescind the
same as occasions may require, and enforce penalties for their
breach. Such Regulations shall have the same force and effect as this
Constitution, but shall not in any way oppose or be in conflict with
this Constitution. Such Regulations shall be available for inspection
in the Club premises.
2. Amendments, alterations, interpretation or other changes to
Regulations shall be advised to Members by means of notice
approved by the Board. Notices shall be binding upon all Members.