Member Login



Victoria Bowling Club Inc

Proposed Constitution to be voted on on 29/02/2016



TABLE OF CONTENTS

PART I – PURPOSES, POWERS AND INTERPRETATION

1. NAME

2. INCORPORATION

3. PURPOSES OF ASSOCIATION

4. POWERS OF ASSOCIATION

5. INTERPRETATION AND DEFINITIONS

5.1 Definitions

5.2 Interpretation

5.3 Enforceability

 

PART II – MEMBERSHIP

 

6. MEMBERSHIP OF CLUB

6.1 Minimum numbers of Members

6.2 Categories of Member

6.3 Application for Membership – Affiliated Member

6.4 Life Members

6.5 Renewal of membership

6.6 Deemed Membership

6.7 Effect of Membership

 

7. SUBSCRIPTIONS AND FEES

 

8. REGISTERS

8.1 Club to Keep Register of Members

8.2 Inspection of Register

 

9. RESIGNATION OF MEMBERS

9.1 Notice of Resignation

9.2 Expiration of Notice Period

9.3 Resignation by failure to pay subscription

9.4 Forfeiture of Rights

 

10. EXPULSION, SUSPENSION OR FINING OF MEMBERS

10.1 Establishing a Disciplinary Committee

10.2 Provisional Suspension

10.3 Disciplinary Committee Members

10.4 Notice of Alleged Breach

10.5 Determination of Disciplinary Committee

10.6 Appeal to General Meeting

10.7 Procedures

 

PART III - GENERAL MEETINGS

 

11. ANNUAL GENERAL MEETINGS

11.1 Annual General Meeting to be Held

11.2 Business

11.3 Additional Meetings

 

12. GENERAL MEETINGS

12.1 General Meetings May be Held

12.2 Request for General Meetings

 

13. NOTICE OF MEETINGS

13.1 Notice to be Given for General Meetings

13.2 Business of Meeting

 

14. PROCEEDINGS AT MEETINGS

14.1 Quorum

14.2 President to Chair

14.3 Chairperson May Adjourn Meeting

14.4 Use of Technology

 

15. VOTING AT GENERAL MEETINGS

15.1 Voting Rights

15.2 Voting Procedure

15.3 Recording of Determinations

15.4 Poll at General Meetings

15.5 Proxy and Postal Voting

 

16. MINUTES OFGENERAL MEETINGS

PART IV – BOARD

17. BOARD

17.1 Powers of Board

17.2 Composition of Board

17.3 Elected Board Members

17.4 Appointed Board Members

17.5 Casual Vacancy

17.6 Transitional Arrangements

 

18. ELECTION OF BOARD MEMBERS

19. VACANCY ON THE BOARD

19.1 Grounds for Termination of Board Member

19.2 Removal of Board Member

20. QUORUM AND PROCEDURE AT BOARD MEETINGS

20.1 Convening a Board Meeting

20.2 Urgent Board Meetings

20.3 Quorum

20.4 Procedures at Board meetings

20.5 Leave of Absence

 

21. BOARD MEMBERS’ INTERESTS

21.1 Material Personal Interests

21.2 Financial Interest

21.3 Conflicts

 

22. DELEGATED POWERS AND DUTIES

22.1 Board May Delegate Functions

22.2 Exercise of Delegated Functions

22.3 Procedure of Delegated Entity

22.4 Committees

22.5 Sections

22.6 Delegates of Clubs

 

23. DUTIES

23.1 General Duties

23.2 Secretary

23.3 Financial Duties

 

24. MINUTES OF THE BOARD

PART V – MISCELLANEOUS

25. LIQUOR LICENCE [LIQUOR ONLY, NO GAMING]

25.1 Receipts for the supply of liquor

25.2 Management of the Club

25.3 Guests

25.4 Register of guests

 

26. GRIEVANCE PROCEDURES

27. SOURCES OF FUNDS

28. MANAGEMENT OF FUNDS

29. APPLICATION OF INCOME

30. SIGNING OF NEGOTIABLE INSTRUMENTS

31. COMMON SEAL

32. REGISTERED ADDRESS

33. ALTERATION OF CONSTITUTION

34. DISSOLUTION

35. INDEMNITY

36. SERVICE OF NOTICES

37. CUSTODY OF BOOKS AND OTHER DOCUMENTS

38. REGULATIONS

 

Constitution of Victoria Bowling Club Incorporated

 

PART I – PURPOSES, POWERS AND INTERPRETATION

1.NAME

 

The name of the incorporated association is Victoria Bowling Club Incorporated.

 

2.INCORPORATION

 

Clubs shall incorporate under the Act and shall remain incorporated

 

3. PURPOSES OF ASSOCIATION

 

The Club is established solely for these purposes. The purposes of the Club are to:

 

(a)       conduct, encourage, promote, advance and administer Bowls throughout its

local area;

 

(b)       act, at all times, on behalf of and in the interest of the Members and Bowls;

 

(c)       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;

 

(d)       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;

 

(e)       advance the operations and activities of the Club throughout the local area;

 

(f)        maintain and conduct a sporting and social Club and to build, maintain or

otherwise provide facilities for the use and recreation of the Members;

 

(g)       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;

 

(h)       apply for, hold and renew any liquor or gaming licences;

 

(i)         have regard to the public interest in its operations; and

 

(j)        undertake and or do all such things or activities which are necessary,

incidental or conducive to the advancement of these purposes.

 

4. 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 Part 4

 

 

5. INTERPRETATION AND DEFINITIONS

 

5.1 Definitions

 

In this Constitution, unless the contrary intention appears:

Act means the Associations Incorporation Reform Act 2012 (Vic).

Affiliated Member means a natural person recognized by the Club as a Member under rule 6.3(e) 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 11.

 

Annual Subscriptions means the annual fees payable by each category of Member as determined by the Board under rule 7.

Appointed Executive Board Member means an Executive Board Member appointed under rule 17.4.

Board means the body consisting of the Board Members under rule 17.2.

Board Member means a member of the Board under rule 17.2.

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.

Chief Executive means the chief executive officer of the Club (if any) appointed by the Board in accordance with rule 23.4. If a Chief Executive has not been appointed by the Board, all references to the "Chief Executive" in this Constitution shall be taken to refer to the Board.

Club means Victoria Bowling Club Incorporated.

Committee means any committee of the Board created under rule 22.4 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.

Executive Board Member means a member of the Board under rule 17. 2 (a)

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 Board Member means a Member elected under rule 18.

Financial Year means the year ending on 30 March.

General Meeting means an Annual General Meeting together with any meeting of Members convened in accordance with rule 12.

Life Member means an individual elected as such under rule 6.4(a).

Member means any person recognized as a member of the Club by the Board under rule 6 from time to time.

President means the president of the Club elected under rule 18.

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 8.1.

Regulations mean any regulations made by the Board under rule 38.

Relevant Documents means the records and other documents, however recorded compiled or stored, that relate to the Club and management of the Club and includes membership records, financial statements, financial records, and records and documents relating to transactions, dealings, business, and property of the Club.

Sections means Men’s and Women’s Bowling Sections of the Club.

Sub-Committee means any committee of the Board created under rule 22.4 from time to time.

Special Resolution has the same meaning as the Act.

World Bowls means World Bowls Limited, the international governing body for Bowls, or its successors.

 

5.2 Interpretation

 

In this Constitution:

 

(a)       a reference to a rule, regulation, schedule or annexure is to a rule, regulation,

schedule or annexure of, or made under, this Constitution;

 

(b)       words importing the singular include the plural and vice versa;

 

(c)        words importing any gender include the other genders;

 

(d)      headings are for convenience only and shall not be used for interpretation;

 

(e)       words or expressions shall be interpreted in accordance with the provisions of the Act as they vary from time to time;

 

(f)        references to persons include natural persons, corporations and bodies politic, and any legal personal representatives, successors and permitted assigns of that person;

 

(g)       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

 

(h)       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.

 

5.3 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

6. MEMBERSHIP OF CLUB

6.1 Minimum number of Members

 

The Club must have at least five Members

 

6.2 Categories of Member

 

The Members shall be, and shall be divided into, the following categories:

 

(a)       Affiliated Members, who shall have the right to be present, debate and vote at General Meetings;

 

(b)       Life Members, who shall have the right to be present, debate and vote at General Meetings;

 

(c)        Temporary Members who are visiting Lawn Bowlers affiliated/registered with Bowls Victoria or Bowls Australia competing in Pennant or Tournament competitions, who shall have no voting rights at General Meetings;  and

 

(d)       such other category or categories of members as determined by the Board from time to time;

6.3 Application for Membership – Affiliated Member

 

(a)       To be eligible for membership as an Affiliated 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, such members also must meet and maintain any criteria set by Bowls Victoria from time to time for "Affiliated Members" (or equivalent) under its constitution.

 

(b)       Subject to this Constitution or any procedures set by the Board from time to time, an application for membership as an Affiliated Member must be:

 

(i)            in writing in the form prescribed by the Board from time to time;

 

(ii)          accompanied by the appropriate fee or fees, if any; and

 

(iii)         lodged with the Board or its nominee.

 

(c)        The Board may, in its discretion, determine whether to approve or decline the application.

 

(d)       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.

 

(e)       If a person satisfies the criteria set by this rule 6.3 and the Board accepts the application for membership, the person shall be deemed an Affiliated Member, subject always to this Constitution.

 

6.4 Life Members

 

(a)       Nominations for Life Membership should be lodged with the Board or its nominee. 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.

 

(b)       A resolution of the Annual General Meeting to confer life membership on the

recommendation of the Board must be a Special Resolution.

 

(c)        A person must accept or reject the Club’s resolution to confer life membership in writing.  Upon written acceptance, the person’s details shall be entered upon the Register, and from the time of entry on the Register the person shall be a Life Member, but remain subject to this Constitution.

 

6.5 Renewal of membership

 

(a)       Affiliated Members must reapply for membership each Financial Year through the procedure set out in this Constitution or by the Board from time to time.

 

(b)       Members other than Affiliated Members must reapply for membership as determined by the Board from time to time.

 

6.6 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.

 

6.7 Effect of Membership

 

(a)       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.

 

(b)       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.

 

(c)        A right, privilege or obligation of a person by reason of their membership of the Club:

 

(i)            is not capable of being transferred or transmitted to another person; and

 

(ii)          terminates upon the cessation of membership whether by death, resignation or otherwise.

7. SUBSCRIPTIONS AND FEES

 

(a)       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.

-  6  -

(b)       The date of which Annual Subscriptions shall fall due shall be determined by the Board from time to time.

 

(c)        The Board is empowered to prevent any member whose Annual Subscription or any other fees are in arrears from exercising the whole or any rights or privileges of membership of the Club, including but not limited to the right to vote at General Meetings.

 

8. REGISTERS

 

8.1 Club to Keep Register of Members

 

The Club shall keep and maintain a Register of Members in which shall be entered

 

(a)       the full name and address of the Member;

 

(b)       the category of membership of the Member;

 

(c)        the date on which the Member became a Member;

 

(d)       whether the Member has been granted voting rights;

 

(e)       any other information determined by the Board; and

 

(f)        for each former Member, the date ceasing to be a Member

 

8.2 Inspection of Register

 

Inspection of the Register will only be available as required by the Act and in accordance with rule 37(d)

 

9. RESIGNATION OF MEMBERS

9.1 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.

9.2 Expiration of Notice Period

 

Upon the expiration of a notice given under rule 9.1, an entry, recording the date on which the Member who gave notice ceased to be a Member, shall be recorded in the Register.

9.3 Resignation by failure to pay subscription

 

(a)       A Member is taken to have resigned if:

 

(i)            The Member’s Annual Subscription is outstanding more than four months after the due date determined by the Board in accordance with rule 7(b); or

 

(ii)          If no annual subscription is payable:

 

(A) The secretary has made a written request to the Member to confirm that he or she wishes to remain a Member; and

 

(B) The Member has not, within three months after receiving that request, confirmed in writing that he or she wishes to remain a Member.

 

(b)       Should a sufficient explanation be made to the Board for the failure to pay subscription or reason for not responding to a request, the Board shall have the power to restore the Membership upon payment of the amount due (if any).

9.4 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.

 

10. EXPULSION, SUSPENSION OR FINING OF MEMBERS

10.1 Establishing a Disciplinary Committee

 

(a)       Where the Board considers that a member has:

 

(i)         breached, failed, refused or neglected to comply with a provision of the Constitution or the Regulations ;

 

(ii)        acted in a manner unbecoming of a Member or prejudicial to the purposes and interests of the Club, or another Member; or

 

(iii)       bought themselves, the Club, Bowls or another Member into disrepute,

 

the Board may by resolution and in accordance with rule 22.4, establish a disciplinary committee to convene to hear a matter against any Member and determine what action, if any, to take against the Member (Disciplinary Hearing), and that Member will be subject to, and submits unreservedly to the jurisdiction, disciplinary procedures and penalties and the appeal mechanisms (if any) in this constitution.

 

(b)       The grounds listed at rule 10.1(a) do not constitute a grievance, and rule 26 does not apply.

10.2 Provisional Suspension

 

(a)       Upon establishing a disciplinary committee under rule 10.1(a) the Board may by resolution provisionally suspend the Member subject to the Disciplinary Hearing until such time as the disciplinary committee makes a finding.

 

(b)       The disciplinary committee may lift a provisional suspension prior to making a finding at the Disciplinary Hearing.

 

10.3 Disciplinary Committee Members

 

The members of the disciplinary committee:

 

(a)       may be Members or anyone else;  but

 

(b)       must not be biased against or in favour of, the Member concerned;  and

 

(c)        must not be a Board Member.

10.4 Notice of Alleged Breach

 

Where a disciplinary committee is established the Club shall serve on the Member not earlier than 28 days and not later than 14 days before the Disciplinary Hearing is to be held, a notice

 

(a)       setting out the alleged breach of the Member and the ground on which its based;

 

(b)       stating that the Member may address the disciplinary committee at the Disciplinary Hearing.  The Member is not entitled to be legally represented at the Disciplinary;

 

(c)        stating the date, place and time of the Disciplinary Hearing.

 

(d)       informing the Member that he, she or it may do one of the following;

 

(i)         attend the Disciplinary Hearing;

 

(ii)        give the disciplinary committee prior to or at that Disciplinary Hearing a written statement regarding the alleged breach.

10.5 Determination of Disciplinary Committee

 

(a)       At the Disciplinary Hearing the disciplinary committee shall:

 

(i)            give the Member every opportunity to be heard;

 

(ii)          give due consideration to any written statement submitted by the Member;  and

 

(iii)         determine whether the alleged breach occurred.

 

(b)       If the disciplinary committee determines there was a breach of rule 10.1(a), it will determine  what penalty (if any) shall be given to the Member, and give notice of this to the Board.

 

(c)        The penalties able to be given to the Member by the disciplinary committee include:

 

(i)            expel a member from the Club; or

 

(ii)          suspend a Member from membership of the Club or accessing certain privileges of membership for a specified period;  or

 

(iii)         fine a Member;  or

 

(iv)          impose such other penalty, action or educative process as the disciplinary committee sees fit.

10.6 Appeal to General Meeting

 

(a)       Where the disciplinary committee makes a determination under rule 10.5, the Member may appeal any part of that determination by providing the Chief Executive with notice setting out that they wish to appeal the determination to the Club in a General Meeting.   Such notice of appeal shall be provided within 48 hours of the Member receiving the determination of the     disciplinary committee.

 

(b)       Where the Chief Executive receives a notice under rule 10.6(a), the Board

shall convene a General Meeting to be held with 21 days (or longer period if

the Board requires) of the date on which the Chief Executive received the notice.

 

(c)        At a General Meeting of the Club convened under rule 10.6(b):

 

(i)             no business other than the question of the appeal shall be transacted;

 

(ii)           the disciplinary committee may place before the meeting details of the grounds for its determination and the reasons for the passing of the determination;

 

(iii)          the Member shall be given the opportunity to be heard;  and

 

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

 

(d)       If at the General Meeting:

 

(i)             two-thirds of the members present and entitled to vote do vote in favour of the confirmation of the disciplinary committee’s determination, that determination is confirmed;  and

 

(ii)           in any other case, the determination is revoked.

 

10.7Procedures

 

Subject to this rule 10 and any other relevant provision of this Constitution,

the Board may regulate the procedures at a General Meeting convened under

this rule 10 as it thinks fit.

PART III- GENERAL MEETINGS

11. ANNUAL GENERAL MEETINGS

 

11.1 Annual General Meeting to be Held

 

(a)       The Club shall convene and hold an Annual General Meeting of its Members

annually in accordance with the Act.

 

(b)      The Annual General Meeting of the Club shall, subject to the Act and to rule  11.1(a), be convened at a time, date and venue to be determined by the Board.

 

11.2 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.

 

11.3 Additional Meetings

 

The Annual General Meeting shall be in addition to any other General Meetings that may be held in the same year.  Any General Meeting other than an Annual General Meeting is a Special General Meeting.

 

12. GENERAL MEETINGS

 

12.1 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.

12.2 Request for General Meetings

 

(a)       The Board shall convene a General Meeting upon receiving a request in writing from not less than 10% of Members who would be entitled to vote at such General Meeting. The Board may also convene a General Meeting.

 

(b)       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 Chief Executive. The request may consist of several documents in a like form, each signed by one or more of the Members making the requisition.

 

(c)        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.

 

(d)       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.

 

13. NOTICE OF MEETINGS

13.1 Notice to be Given for General Meetings

 

The Chief Executive shall, at least 21 days before the date fixed for holding a General Meeting, send to each Member entitled to vote at such meeting and each Board Member 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 36.

13.2 Business of Meeting

 

(a)       No business other than that set out in the notice convening the meeting shall be transacted at the General Meeting.

 

(b)       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.

 

14. PROCEEDINGS AT MEETINGS

14.1 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 fifteen per cent (15%) of Members.

 

(a)       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;

 

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.

14.2 President to Chair

 

The President shall chair each General Meeting of the Club. If the President is absent from a General Meeting or is unwilling to act, then the Committee Members present shall elect one of their number to preside as chairperson at the meeting.

14.3 Chairperson May Adjourn Meeting

 

(a)       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 then the business left unfinished at the meeting at which the adjournment took place.

 

(b)       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.

 

14.4 Use of technology

(a)       A Member not physically at a general meeting may participate in the meeting by use of technology that allows  that Member and the Members present at the meeting to clearly and simultaneously communicate with each other.

 

(b)       A Member participating in a General Meeting as permitted under rule 14.4(a) is taken to be present at the meeting and , if the Member votes at the meeting, is taken to have voted in person.

.

15. VOTING AT GENERAL MEETINGS

15.1 Voting Rights

 

Subject to any other provision of this Constitution, each Affiliated Member and Life Member shall be entitled to one vote at General Meetings.

15.2 Voting Procedure

 

(a)       Subject to this rule 15, votes at a General Meeting shall be given in person by those present and entitled to vote.

 

(b)       Subject to rule 15.4, all questions arising at a General Meeting shall be determined on a show of hands.

 

(c)        In the case of an equality of votes on a question, the motion shall fail. Neither the President nor the chairperson of the meeting is entitled to exercise a second or casting vote.

15.3 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.

15.4 Poll at General Meetings

 

If a poll is demanded by the chairperson or any two Members, 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.

 

15.5   Proxy and Postal Voting

 

Unless otherwise determined by the Board, there shall be no proxy or postal voting

on any matter.

16. MINUTES OF GENERAL MEETINGS

(a)       The Board must ensure that the minutes are taken and kept for each General Meeting.

 

(b)       The minutes must record;

 

(i)            the business considered at the meeting

 

(ii)          any resolution on which a vote is taken and the result of the vote;  and

 

(iii)       the names of persons present at all meetings.

 

(c)        In addition, the minutes of each Annual General Meeting must include:

 

(i)            any reports or financial statements submitted to the members at the Annual General Meeting;  and

 

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

PART IV – BOARD

17. BOARD

17.1 Powers of Board

 

(a)       The affairs of the Club shall be managed by the Board constituted under rule 17.2.

-

(b)       Subject to this Constitution and the Act, the Board:

 

(i)         shall control and manage the business and affairs of the Club;

 

(iii)         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

 

(iv)         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.

17.2 Composition of Board

 

(a)       The Board shall consist of:

 

(i)            seven Executive Board Members being a President, Senior Vice President, Immediate Past President, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer who must all be Affiliated Members and who shall be elected in accordance with rule 18; and

 

(ii)       up to nine elected General Board members who must all be Affiliated Members and who shall be elected in accordance with rule 18;   and

 

(iii)       up to two Appointed            Board Members who may be appointed by the Board in accordance with rule 17.4

 

(b)       The Club will seek to achieve a gender balance for the positions of President and Senior Vice President and a minimum of two of each gender to fill the remaining positions

 

(c)        The Board may allocate portfolios to Board Members if required.

17.3 Elected Board Members

 

(b)  Subject to rule 19, the President shall take office from the conclusion of the Annual General Meeting at which they are elected and are encouraged to hold office until the conclusion of the second Annual General Meeting following their election unless the second year option is refused.

 

(b)       All other Executive Board Members and General Board Members shall be elected at every Annual General Meeting.

17.4 Appointed Executive Members

 

(b)  The Board may appoint up to two Appointed Board Members. An Appointed Board Member may have specific skills in commerce, finance, marketing, law or business generally or such other skills, which complement the Board composition, but need not have experience in or exposure to Bowls. The Appointed Board Member does not need to be an Affiliated Member.

 

(b)       The Appointed Board Members may be appointed by the Elected Board in accordance with this Constitution for a term of up to two years.

17.5 Casual Vacancy

 

In the event of a casual vacancy in the office of any Board Member, the Board may appoint an appropriate Affiliated Member to the vacant office and the person so appointed may continue in office up to the end of the term of the Board Member they are replacing.

17.6 Transitional Arrangements

 

(b)  Notwithstanding any other Rule of this Constitution, the transitional arrangements set out in this rule 17.6 shall apply from the date of adoption of this Constitution.

 

(b)       That all office bearers remain the same until the next Annual General Meeting.

 

18. ELECTION OF EXECUTIVE BOARD MEMBERS & ELECTED BOARD MEMBERS

 

(a)       The Chief Executive shall call for nominations at an appropriate time determined by the Board. All Members shall be notified of the call for nominations in a manner determined by the Board.

 

(b)       Candidates must

 

(i)            be aged 18 years or over;  and

 

(ii)        reside in Australia

 

(c)      Nominations of candidates for election as Executive Board Members &

Elected Board Members shall be:

 

(i)            made in writing on the form provided by the Club from time to time (if any), signed by two Affiliated Members as nominees and accompanied by the written consent of the nominee. The candidate must be an Affiliated Member; and

 

(ii)          delivered to the Chief Executive or person nominated by the Board by the date specified on the call for nominations.

 

(d)       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.

 

(e)       If there are insufficient nominations received to fill all vacancies on the Board      the remaining positions will be deemed casual vacancies under clause 17.5.

 

(f)        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.

 

(g)       Voting shall be conducted at the Annual General Meeting in such a manner and by such a method as determined by the Board from time to time.

 

19. VACANCY ON THE BOARD

19.1 Grounds for Termination of Board Member

 

For the purposes of this Constitution, the office of a Board Member becomes vacant if the Board Member:

 

(a)       ceases to be an Affiliated Member;

 

(b)       becomes bankrupt;

 

(c)        resigns their office by notice in writing given to the Club;

 

(d)       is subject to any sanction by the Board, which sanction is confirmed by the Members, under rule 10;

 

(e)      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;

 

(f)        is removed from office in accordance with this Constitution;

 

(g)       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;

 

(h)       would be prohibited from being a director of a company under the Corporations Act 2001 (Cth); or

 

(i)         fails to attend three consecutive meetings of the Board without having previously obtained leave of absence in accordance with rule 20.5 or provided reasonable excuse for such absence.

19.2 Removal of Board Member

 

(a)       The Club in a General Meeting may by Special Resolution remove any Board Member, 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 Board Member.

 

(b)       Where the Board Member to whom a proposed resolution referred to in rule 17.2(a) makes representations in writing to the Chief Executive or the President and requests that such representations be notified to the Members, the Chief Executive or the President may send a copy of the representations to each Member or, if they are not so sent, the Board Member may require that they be read out at the meeting, and the representations shall be so read.

 

20. QUORUM AND PROCEDURE AT BOARD MEETINGS

20.1 Convening a Board Meeting

 

(a)       The Board shall meet as often as is deemed necessary for the dispatch of business. Subject to this Constitution, in particular this rule 20, the Board may regulate its meetings as it thinks fit.

 

(b)       Unless all Board Members 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 Board Member.

 

(c)        Written notice of each Board meeting, specifying the general nature of the time, date & place & business to be transacted, shall be served on each Board Member by:

 

(i)            delivering it to that Board Member 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 Board Members last notified contact details.

 

20.2 Urgent Board Meetings

 

(a)       In cases of urgency, a meeting can be held without notice being given in accordance with rule 20.1 provided that as much notice as practicable is given to each Board Member by the quickest means possible.

 

(b)       Any resolution made at an urgent Board  meeting must be passed by and absolute majority of the Board.

20.3 Quorum

 

(a)       Nine Board Members shall constitute a quorum for the transaction of the business of a meeting of the Board.

 

(b)       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 President.

 

(c)        The Board may act notwithstanding any casual vacancy. However, if there are casual vacancies in the office of a Board Member such that the number of remaining Board Members is not sufficient to constitute a quorum at a meeting of the Board, those Board Members may act only for the purpose of increasing the number of Board Members to a number sufficient to constitute such a quorum.

20.4 Procedures at Board meetings

 

(a)       At meetings of the Board, the President shall chair the meeting. If the President is absent or unwilling to act, the Board shall appoint one of its members to chair the meeting.

 

(b)       Questions arising at a meeting of the Board shall be determined on a show of hands or, if demanded by a Board Member, by a poll taken in such manner as the person presiding at the meeting may determine.

 

(c)        Each Board Member and Appointed Board Member present at the 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; neither the President or the chair may exercise a second or casting vote.

 

(d)       Voting by proxy is not permitted

 

(e)       A resolution in writing signed or assented to by facsimile or other form of electronic communication by all the voting Board Members, 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 Board Members.

 

(f)        Without limiting the power of the Board to regulate its meetings as it thinks fit, a meeting of the Board Members may be held where one or more of the Board Members 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 Board Members 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 Board Members which constitutes a quorum, and none of such Board Members 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 Board Members is not physically present shall be deemed to be held at the place specified in the notice of meeting provided a Board Member is there present and if no Board Member is there present the meeting shall be deemed to be held at the place where the chairperson of the meeting is located.

 

20.5 Leave of absence

 

(a)       The Board may grant a Board member leave of absence from Board meetings for a period not exceeding three months

 

(b)       The Board must not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the Board Member to seek the leave of absence in advance.

 

21. BOARD MEMBERS’ INTERESTS

21.1 Material Personal Interests

 

(a)       A Board Member who has a material personal interest in a matter being considered at a Board Meeting must disclose the nature and extent of that interest to the Board.

 

(b)       A Board Member with such a material interest must not:

 

(i)            be present while the matter is being considered sat the meeting;  and

 

(ii)        must not vote on the matter.

 

(c)        This rule 21.1 does not apply to a material personal interest that:

 

(i)            exists only because the Board Member belongs to a class of persons whose benefit the Club is established;  or

 

(ii)        that the Board Member has in common with all, or a substantial proportion of the Members.

 

(d)      A general notice that a Board Member is to be regarded as having a material personal interest in a matter being considered is sufficient declaration for such Board Member and the said matter.   After such general notice it is not necessary for such Board Member to give special notice relating to the said matter.

 

(e)       It is the duty of the Chief Executive to record in the minutes any declaration made or any general notice as aforesaid given by the Board Member in accordance with this rule 21.1.

21.2 Financial Interest

 

(a)       A Board Member is disqualified from;

 

(i)            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

 

(ii)        contracting with the Club either as a vendor, purchaser or otherwise except with express resolution of approval of the Board.   Any contract or arrangement in which any Board Member 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.

 

(b)       The nature and financial interest of the Board Member must be declared by the Board Member 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.

 

(c)        A general notice that a Board Member 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 21.2(b) for such Board Member and the said transactions.   After such general notice is necessary for such Board Member to give special notice relating to any particular transaction with that firm or company.

 

(d)       It is the duty of the Chief Executive to record in the minutes any declaration made or any general notice as aforesaid given by the Board Member in accordance with rule 21.2.

21.3 Conflicts

A Board Member, 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 Board Member is interested. If the Board Member votes, the vote shall not be counted.

22. DELEGATED POWERS

22.1 Board May Delegate Functions

 

(a)       The Board may, by instrument in writing, create, establish or appoint special committees, individual officers 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.

 

(b)       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.

 

22.2 Exercise of Delegated Functions

 

(a)       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.

 

(b)       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.

22.3 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 20. 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. A Club can appoint an unrestricted number of Committees.  Such Committees may include technical committees, selection committees, judicial committees and social committees.

22.4 Committees

 

(a)       As set out in rule 22.1, 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

 

(b)      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.

 

(c)        A Board Member or the Chief Executive shall be ex-officio members of any committee so appointed

22.5 Sections

(a)       There shall be two bowls sections, known as the “Men’s” and “Women’s” sections

 

(b)       Members may participate and associate with either, or both, sections

 

(c)        The sections shall each be responsible to the Board for the management and

conduct of all section Bowls activities including pennant and social bowls,

respective Club championships, Club events and any other special events

approved by the Board. The sections shall be jointly responsible to the Board

for the conduct of such mixed events as are approved by the Board.

 

(d)       The Board shall determine in writing how the duties and powers afforded to the sections shall be exercised. As for any Committee, the exercise of such powers and duties must conform to any directions or Regulations that may be prescribed by the Board.

22.6 Delegates of Clubs

 

(a)       The Board shall appoint Delegates to attend meetings and events on its behalf from time to time. This shall include, but not be limited to, Bowls Victoria Meetings and Region and Division Meetings.

 

(b)       The Club shall advise Bowls Victoria prior to a relevant meeting or event who its Delegates will be. If the Club does not provide notification to Bowls Victoria, the President and Secretary of the Club shall be deemed to be the Delegates.

23.  DUTIES

23.1 General Duties

 

a)         As soon as practicable after being elected or appointed to the Board, each Board Member must become familiar with this Constitution and the Act.

 

(b)       The Board is collectively responsible for ensuring that the Club complies with the Act and individual Board Members comply with the Constitution.

 

(c)        In addition to any other duties imposed by this Constitution, a Board Member must perform any other duties imposed from time to time by resolution at a General Meeting.

 

(d)       Board Members must exercise their powers and discharge their duties with reasonable care and diligence.

 

(e)       Board Members must exercise their powers and discharge their duties –

 

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

 

(b)       for a proper purpose.

 

(f)       Board Members and former Board Members must not make improper use of -

 

(a)       their position;  or

 

(b)       information acquired by virtue of their position -

 

So as to gain an advantage for themselves or other person or to the detriment to the Association.

(g)       The Board must ensure that the Club complies with all the requirements in the Act regarding financial statements.

 

23.2 President and Vice President

(a) Subject to sub-rule (2), the President or, in the President’s absence, the Vice-

President is the Chairperson for any General Meetings and for any Board

Meetings.

 

(b)       If the President and the Vice President are both absent, or are unable to

preside, the Chairperson of the meeting must be –

(i)         in the case of a General Meeting – a Member elected by other

Members present;  or

(ii)        in the case of a Board Meeting – a Board Member elected by other

Board Members present

 

23.2 Secretary

 

(a)       The elected Secretary shall act as the Secretary (public officer) of the Club.

 

(b)       The Secretary must give the registrar notice of his or her appointment within 14 days after the appointment.

 

(c)        If the position of Secretary becomes vacant, the Board must appoint a person to the position with 14 days after the vacancy arises.

 

(d)       The Secretary must –

 

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

 

(ii)          keep custody of the common seal (if any) of the Association and, except for the financial records referred to in rule 23.3, all books, documents and securities of the Association in accordance with rule 31 and 37;  and

 

(iii)         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

 

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

 

23.3  Financial Duties

 

(a)       The Board must

 

(i)            receive all monies paid to or received by the Club and issue receipts for those monies in the name of the Club;  and

 

(ii)          ensure that all monies received are paid into an account of the Club within 5 working days after receipt.

 

(iii)         make any payment authorised by the Club or a General Meeting of the Club from the Club’s funds;

 

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

 

(v)          coordinate the preparation of financial statements of the Club and their submission to the Annual General Meeting of the Club;

 

(vi)         ensure that at least two Board Members have access to accounts and financial records of the Club;  and

 

(vii)        keep in their custody or under their control:

 

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

 

(B)  any other financial records as authorised by the Board.

 

(b)       The Elected Treasurer is allocated the responsibility for the financial duties described at 23.3(a).

 

24.  MINUTES OF BOARD MEETINGS

 

(a)       The Board must ensure that minutes are taken and kept of each Board Meeting.

 

(b)       The minutes must record:

 

(i)            the business considered at the meeting;

 

(ii)          any resolution on which a vote is taken and the result of the vote;   and

 

(iii)         any interest declared under rules 21.1 or 21.2.

PART V – MISCELLANEOUS

25. LIQUOR LICENCE [ALTERNATE 1 – LIQUOR ONLY, NO GAMING]

25.1 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.

25.2 Management of the Club

 

In accordance with rule 17, the Board Members constitutes the management committee of the Club and have responsibility for the affairs of the Club.

25.3 Guests

 

(a)       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.

 

(b)       A person cannot:

(i)         be admitted as an honorary member or temporary member of the Club, with the exception of visiting bowlers as per rule 6.2(c)   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 rules and the admission or exemption is in accordance with the rules.

25.4 Register of guests

 

Where a guest in the company of a Member is admitted to any part of the licensed premises, the Chief Executive shall keep on the Club premises a register of such a guest and such register must contain the:

 

(a)       name and address of each guest; and

 

(b)       date on which each guest attended the premises.

 

26. GRIEVANCE PROCEDURES

 

(a)       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.

 

(b)       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.

 

(c)        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.

 

(d)       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).

 

(e)       A Member can be a mediator.

 

(f)        The mediator cannot be a Member who is a party to the dispute.

 

(g)       The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

 

(h)       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.

 

(i)         The mediator must not determine the dispute.

 

(j)         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.

27. SOURCES OF FUNDS

 

The funds of the Club shall be derived from Annual Subscriptions, donations and such other sources as the Board determines.

28.  MANAGEMENT OF FUNDS

 

(a)       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.

 

(b)       The Elected Treasurer is responsible to expend funds on behalf of the Club up to a specified limit without requiring approval from the Board for each item on which the funds are expended.

 

(c)        All funds of the Club must be deposited into the financial account of the Club no later than five working days after the receipt.

 

(d)       The Elected Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction

29. APPLICATION OF INCOME

 

(a)       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.

 

(b)       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.

30. SIGNING OF NEGOTIABLE INSTRUMENTS

 

All cheques and other negotiable instruments shall be signed by two Board Members or in such other manner approved by the Board from time to time.

31. COMMON SEAL

(a)       The Club may have a Seal upon which its corporate name shall appear in legible characters

 

(b)       The Seal shall not be used without the express authorisation of the Board.

Every use of the Seal shall be recorded in the Club’s minute book. Two Board

Members must witness every use of the Seal, unless the Board determines

otherwise.

 

32.  REGISTERED ADDRESS

 

The registered address of the Club is;

 

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

 

(b)       if the Board has not determined an address to be the registered address, the postal address of the secretary.

 

33. ALTERATION OF CONSTITUTION

 

This Constitution shall not be altered except by Special Resolution in accordance with the Act.

 

34. DISSOLUTION

 

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

 

(b)       In the event of the Club being wound up, the liability of the Member 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 Member.

 

(c)      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.

 

35. INDEMNITY

 

(a)       Every Board Member 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 a Board Member 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.

 

(b)       The Club shall indemnify its Board Members and employees against all damages and costs (including legal costs) for which any such Board Members 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 Board Member, 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.

36. SERVICE OF NOTICES

 

(a)       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.

 

(b)       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.

 

(c)        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.

 

(d)       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.

37. CUSTODY OF BOOKS AND OTHER DOCUMENTS

 

(a)       Except as otherwise provided in this Constitution, the Chief Executive shall keep in his or her custody or control all books, documents and securities of the Club.

 

(b)      If requested by a Member, the Board must permit such Member to inspect:

 

(i)   the rules of the Club;

 

(ii)   the minutes of each General Meeting.

 

(c)        Upon written request and payment of a fee determined by the Board from time to time, a Member may obtain a copy of the documents listed at rule 37(b).

 

(d)       If requested by a Member and subject to the Act, the Board must permit such Member to inspect the register of members.

 

(e)       Subject to the Act and rules 37(b) and 37(d), no Member is entitled to inspect the financial records, accounts, books, securities, minutes of Board Meetings or other Relevant Documents of the Club, unless authorised in writing by the Board.

 

38. REGULATIONS

 

(a)       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 be in any way oppose or be in conflict with this Constitution. Such Regulations shall be available for inspection in the Club premises.

 

(b)       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

Read 7297 times Last modified on Monday, 15 February 2016 19:28
More in this category: « Latest News