Constitution – October 2019

6 Oct

Accepted as the Constitution of the Sorell Bowls and Community Club by special resolution of members present at the Special General Meeting called for that purpose and held on 5 October 2019.

Table of contents

1.     DEFINITIONS AND INTERPRETATIONS

1.1      Definitions

In this Constitution unless the context requires otherwise:

  • Act means the Associations Incorporation Act 1964 (Tasmania).
  • AGM or Annual General Meeting means the annual General Meeting of the Club required to be held by the Club in each calendar year.
    • General Meeting means an annual or special general meeting of Members.
    • Special Resolution means a motion that must be passed by a majority of 75% of votes exercisable by Members present and entitled to vote at the relevant General Meeting in accordance with this Constitution and/or the Act.
  • Association means the regional governing body Bowls Tasmania South.
  • Ballot means a written secret vote.
  • Board of Management or Board means all or some of the Officers acting as a Board.
    • Officer means a duly elected or appointed member of the Board of Management under clause 12.
    • Committee means a committee established by the Board under clause 18.
    • Public Officer means a person appointed as public officer under clause 17.
    • Ex officio means ‘because of the position they hold’ and imparts the same rights as other members of the Board or a committee.
  • By-Law means a By-Law made under clause 6 and/or clause 19.
  • Corporations Act means the Corporations Act 2001 (Commonwealth).
  • Club means The Sorell Bowls and Community Club Incorporated.
  • Constitution means this Constitution as amended from time to time, and a reference to a particular clause is a reference to a clause of this Constitution.
  • Member means a member of the Club under clause 4.
    • Bowls Member means a natural person who satisfies the relevant membership criteria and who is over 18 years of age.
    • Life Member means a Member admitted to Life membership of the Club under clause 4.4.
    • Junior Member means a natural person who satisfies the relevant membership criteria and who is under 18 years of age.
  • Month means a calendar month.
  • Objects mean the objects of the Club in clause 2.1.
  • Year means the Club’s financial year, running from 1 May to the following 30 April.

1.2      Interpretation

In this Constitution unless the context requires otherwise:

  • gender is neutral – words importing the masculine shall include the feminine, and vice-versa;
  • person includes a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or an authority;
  • singular includes the plural and vice versa;
  • the words include, includes, including and for example are not to be interpreted as words of limitation;
  • signed means where a document is required to be signed, that requirement may be satisfied in relation to an electronic communication of the document in any manner permitted by law or by the State of Tasmania or Commonwealth law relating to electronic transmissions or in any other manner approved by the Board;
  • writing and written includes printing, typing and other modes of reproducing words in a visible form including, without limitation, any representation of words in a physical document or in an electronic communication or form or otherwise; and

A reference to:

  • document includes a notice or instrument including any amendments made to it from time to time and, unless the contrary intention appears, including a replacement;
  • an organisation includes a reference to its successors;
  • an instrument is a reference to a law and includes regulations and instruments made under it;
  • amendments to legislation is a reference to a law or a provision of a law includes amendments, re-enactments or replacements of that law or the provision, whether by a State or Territory or the Commonwealth or otherwise;

1.3      The Act

(a)        In this Constitution, unless the context requires otherwise, an expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Act, the same meaning as in that provision of the Act.

(b)        The model rules created under the Act are displaced by this Constitution and accordingly do not apply to the Club.

1.4      Amendment of Constitution

(a)        No addition, alteration or amendment shall be made to this Constitution unless the same has been approved by Special Resolution.

(b)        In the event of any doubt or difficulty arising as to the meaning or interpretation of a clause or clauses in this constitution, the Board shall have the power to pronounce a decision thereon.

(c)        In such cases, the Board’s decision shall be final and binding on the Members, subject only to affirmation or reversal by a special general meeting called for that purpose.

(d)       The Board shall ensure the clause(s) that caused doubt or difficulty are amended at the general meeting called under clause 1.4(c).

2.     OBJECTS AND POWERS

2.1      Objects

(a)        To maintain and conduct a Club of a non-political character and to provide a Clubhouse, Bowling Green and other conveniences for the use and recreation of the members at such place or places as decided by the members.

(b)        To raise and borrow any moneys required for the purpose of the Club upon such terms and conditions and/or on such securities as may be determined by the Board.

(c)        To purchase, take, lease, exchange, hire or otherwise acquire any real or personal property and other rights and privileges necessary or convenient for the purpose of the Club.

(d)       To construct, alter, add to or maintain all buildings and other property belonging to the Club.

(e)        To sell, mortgage, improve, manage, develop, lease, dispose of, turn to account or otherwise deal with all or any part of the property of the Club, having regard at all times that the Club is prohibited from making any distribution whether in money, property or otherwise to its members.

(f)        To affiliate with the Association to ensure the advancement and best interests of the game of bowls and the engendering by association of a feeling of camaraderie amongst bowlers.

(g)        To have regard to the public interest in its operations.

2.2      Powers

(a)        The Club has the power to do all lawful things as are incidental or necessary for the purposes of the Objects.

(b)        Solely for furthering the Objects, the Club, in addition to any other powers it has under the Act, has the legal capacity and powers of a company limited by guarantee as set out under section 124 of the Corporations Act.

3.     INCOME AND PROPERTY OF THE CLUB

3.1      Sole Purpose

(a)        The income and property of the Club will be applied only towards the promotion of the Objects.

3.2      Payments to Members

(a)        No income or property will be paid or transferred directly or indirectly to any Member except for payments to a Member:

(i)      in return for any services rendered or goods supplied in the ordinary and usual course of business to the Club; or

(ii)     of interest at a rate not exceeding current bank overdraft rates of interest for moneys lent; or

(iii)    of reasonable rent for premises let by them to the Club.

(b)        The club may reimburse a Member for out-of-pocket expenses incurred for any of the objects or purposes of the Association.

4.     MEMBERSHIP

4.1      Categories of Members

(a)        Members of the Club shall belong to one of the following categories:

(i)      Bowls Members;

(ii)     Junior Members;

(iii)    Community Members; and

(iv)    Life Members.

(b)        Members who pay the Association’s affiliation fee will be known as ‘affiliated members’.

(c)        Members who do not pay the Association’s affiliation fee will be known as ‘unaffiliated members’.

(d)       Junior Members must be under the age of 18 years at the time of their application to join the Club or renew their membership.

4.2      Admission to membership

(a)        Subject to clause 4.3 a person will become a Member only upon meeting the criteria applicable to the relevant category of membership set out in this Constitution and/or the By-Laws.

(b)        A person applying for membership must sign a written application in which they undertake to:

(i)      be bound by this Constitution and the By-Laws of the Club (including By-Laws specific to the relevant category of membership);

(ii)     pay the fees and subscriptions determined to apply to the relevant membership category under clause 7; and

(iii)    support the Club in the encouragement and promotion of the Objects.

(c)        The application for membership must be posted on the noticeboard for a minimum period of 14 days.

4.3      Application process

(a)        As soon as is practicable after the receipt of an application under Rule 4.2, the Secretary shall refer the application to the Board.

(b)        Upon an application being referred to the Board, the Board shall, as soon as practicable, determine whether to approve or decline the application.

(c)        If the Board does not approve an application for membership the Secretary shall, as soon as practicable, notify the applicant in writing that

(i)      they are not approved for membership; and

(ii)     they cannot reapply for a period of at least six months from the date of the Board’s decision.

(d)       If the Board approves the application for membership the Secretary shall, as soon as practicable, advise the applicant that

(i)      they will become a Member subject to the provisions of clause 7(1)(c); and

(ii)     the date of joining the club will be the date of payment of subscriptions.

(e)        The Secretary shall, as soon as practicable, enter the name and category of membership of new members in the Register of Members.

4.4      Life membership

(a)        Life Membership is the highest honour which can be bestowed by the Club for longstanding and valued service to the Club.

(b)        On the nomination of the Board, a Bowls Member may be elected as a Life Member at an Annual General Meeting of members.

(c)        The nominee must receive the votes of at least three quarters of the members present at the Annual General Meeting to be elected as a Life Member of the Club.

(d)       Only one election of a Life Member shall be made in any one year.

(e)        Nominations for Life Membership shall include a written report outlining the history of services of any nominee, together with comments on the suitability of the honour.

(f)        At the time of adoption of this Constitution, the Life Members of the Club shall be those persons currently recognised by the Club as Life Members.

4.5      Membership renewal

(a)        To remain a Member, all Members (other than Life Members) must:

(i)      renew their membership in accordance with the procedures applicable from time to time; and

(ii)     pay such fees as may be prescribed by the Club in respect of their membership from time to time.

(b)        Renewal of membership is not automatic and an application for renewal of membership may be declined by the Board without reason.

(c)        In addition to the effect of membership set out in clause 4.2, a Member is bound by, and must comply with, this Constitution and the By-Laws.

(d)       A Member is entitled to any benefits of membership prescribed to apply to Members in this Constitution or the By-Laws.

4.6      Membership benefits

(a)        Bowls Members and Life Members shall enjoy all the privileges and benefits associated with membership to the Club.

(b)        Junior Members shall enjoy the same privileges as Bowls Members but shall not be eligible to hold office or vote at any meeting of the Club.

(c)        Community Members shall have access to the club when it is open but shall not hold office, vote on any matter or election, or use the green except as provided under clause 4.6(f).

(d)       Affiliated members are eligible to play in club championships and any other bowls competition or event.

(e)        Unaffiliated Bowls and Life Members may play in club championships and bowls events organised by the Club subject to any restrictions detailed in the By-Laws.

(f)        Unaffiliated Junior Members and Community Members may only play in Club-run bowls activities when permitted by the conditions of entry.

4.7      Register of members

(a)        The Club must keep a register of all Members.

(b)        The register shall contain the names and addresses of all members of the Club for the time being, along with their class of membership and the date of payment of each member’s current subscription.

(c)        Every member shall advise the Secretary, as soon as possible, if any of the following contact details change:

(i)        postal address

(ii)       email address

(iii)      mobile phone number

4.8      General

(a)        Membership is personal to each Member and cannot be passed to another person.

(b)        No Member shall, or purport to, assign the rights comprising or associated with membership to any other person and any attempt to do so shall be void.

(c)        Members must treat all staff, contractors and representatives of the Club and all other Members with respect and courtesy at all times.

(d)       Members must not act in a manner unbecoming of a Member or prejudicial to the Objects and/or interests of the Club.

(e)        Members have no liability except as set out in clause 24.

(f)        Members may apply to the Board to change their category of membership.

5.     CESSATION OF MEMBERSHIP

5.1      Cessation

(a)        A person ceases to be a Member on:

(i)      resignation;

(ii)     failure to renew their membership under clause 4.5(a);

(iii)    expulsion; or

(iv)    death.

(b)        A Member may only have their Membership terminated according to this Constitution and/or the By-Laws.

(c)        A person ceases to be a Member if they no longer meet the requirements for Membership according to this Constitution and/or the By-Laws.

(d)       Any documents, records or other property in the possession, custody or control of a Member who ceases to be a member shall be returned to the Club immediately.

5.2      Resignation

(a)        For the purposes of clause 5.1(a), a Member may resign as a member of the Club by giving 30 days written notice to the Board. 

(b)        A Junior Member cannot resign without the written approval of their parent or legal guardian.

5.3      Forfeiture of Rights

(a)        A Member who ceases to be a Member shall forfeit all right in and claim upon

(i)      the Club or the Board for damages or otherwise, or

(ii)     its property including its intellectual property rights.

(b)        No Member whose membership ceases has any claim against the Club or the Board for damages or otherwise arising from cessation or termination of membership.

5.4      Expulsion of members

(a)        The Board may expel a member from the Club if, in the opinion of the Board, the member is guilty of conduct detrimental to the interests of the Club.

(b)        The expulsion of a member under clause 5.4(a) does not take effect until the later of the following:

(i)      the fourteenth day after the day on which a notice is served on the member under clause 5.4(c); or

(ii)     if the member exercises his or her right to appeal the expulsion under clause 5.5, the conclusion of the special general meeting convened to hear the appeal.

(c)        If the Board expels a member from the Club, the secretary without undue delay is to serve on the member a notice in writing:

(i)      stating that the Board has expelled the member;

(ii)     specifying the grounds for the expulsion; and

(iii)    informing the member of the right to appeal against the expulsion under clause 5.5.

5.5      Appeal against expulsion

(a)        A member may appeal against an expulsion under clause 5.4 by serving on the public officer, within 14 days after the service of a notice under clause 5.4(c), a requisition in writing demanding the convening of a special general meeting for the purpose of hearing the appeal.

(b)        On receipt of a requisition, the public officer is to immediately notify the Board of the receipt.

(c)        The Board is to cause a special general meeting to be held within 21 days after the day on which the requisition is received.

(d)       At a special general meeting convened for the purpose of hearing an appeal under this rule:

(i)      no business other than the question of the expulsion is to be transacted;

(ii)     the Board may place before the meeting details of the grounds of the expulsion and the Board’s reasons for the expulsion;

(iii)    the expelled member must be given an opportunity to be heard; and

(iv)    the Members of the Club who are present are to vote by secret ballot on the question of whether the expulsion should be lifted or confirmed.

(e)        If at the special general meeting a majority of the members present vote in favour of the lifting of the expulsion:

(i)      the expulsion is lifted; and

(ii)     the expelled member is entitled to continue as a member of the Club.

(f)        If at the special general meeting a majority of the members present vote in favour of the confirmation of the expulsion:

(i)      the expulsion takes effect; and

(ii)     the expelled member ceases to be a member of the Club.

6.     GRIEVANCES AND DISCIPLINE OF MEMBERS

6.1      Jurisdiction

(a)        All Members will be subject to, and submit unreservedly to the jurisdiction, procedures, penalties and appeal mechanisms of the Club whether under the By-Laws or under this Constitution.

(b)        A dispute between a member of the Club, in the capacity as a member, and the Club is to be determined by independent arbitration.

6.2      Procedures

(a)        Subject to clause 19, the Board may make By-Laws for the hearing and determination of:

(i)      grievances by any Member who feels aggrieved by a decision or action of Club; and

(ii)     disciplinary matters involving Members.

(b)        The Board may refer an allegation (which in the opinion of the Board is not vexatious, trifling or frivolous) for investigation under the procedures set down in the By-Laws.

6.3      Investigation

(c)        An allegation must be investigated if it is reported that a Member has:

(i)      breached, failed, refused or neglected to comply with a provision of this Constitution, the By-Laws or any other determination of the Board or any duly authorised committee; or

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

(iii)    prejudiced themselves or brought the Club into disrepute.

(c)        During any investigatory or disciplinary proceedings, a respondent may not participate in the Club activities, pending the determination of such proceedings (including any available appeal) unless the Board decides continued participation is appropriate having regard to the matter at hand.

7.     FEES AND SUBSCRIPTIONS

7.1      Fees payable by Members

(a)        The Board must determine from time to time:

(i)      the amount (if any) payable by an applicant for membership;

(ii)     the amount of the annual renewal fee payable by each existing Member;

(iii)    any other amount to be paid by each Member, or any category of Members, whether of a recurrent or any other nature; and

(iv)    the due date for payment.

(b)        Each Member must pay to the Club the amounts determined under clause 7.1(a) in accordance with the payment method(s) approved by the Board.

(c)        An applicant shall not be a Member while the payment of any subscription or other amount determined under clause 7.1(a) is in arrears.

7.2     Non-Payment of Fees

(a)        Subject to clause 7.2(b) the right of a Member to attend and vote at a General Meeting is suspended while the payment of any subscription or other amount determined under clause 7.1(a) is in arrears greater than 30 days.

(b)        Where a Member is in arrears greater than 30 days for any amount:

(i)      the Board may enter an arrangement with the Member for the payment of the amount; and

(ii)     set a reasonable deadline for the final payment to be made.

(c)        The right of a Member to attend and vote at a General Meeting is not suspended by clause 7.2(a) provided the Member has not breached the arrangement made under clause 7.2(b).

7.3      Discounting of Fees

(a)        Life Members will be exempt from paying the subscription fee but shall not be relieved of any other financial obligations.

(b)        An applicant wishing to become an affiliated Bowls Member will be granted a 50% discount of their subscription fee for the year in which they join.

(c)        An applicant to become a Junior Member will be exempt from the annual fee for the year in which they join.

(d)       The Association’s affiliation fee cannot be discounted under this clause.

8.     GENERAL MEETINGS

8.1      Annual General Meeting

(a)        Annual General Meetings of the Club are to be held according to the Act.

(b)        An annual general meeting is to be held on a day that the Board determines but must be held no later 30 June.

8.2      Power to convene General Meeting

(a)        The Board may convene a General Meeting when they think fit and must do so if required by the Act.

(b)        Bowls and/or Life Members may convene a General Meeting in accordance with the Act.

(c)        The President may convene a General Meeting of members of their gender when they think fit to do so.

(d)       The Vice-President may convene a General Meeting of members of their gender when they think fit to do so.

8.3      Notice of General Meeting

(a)        Notice of a General Meeting of Members must be given to all Members entitled to attend the General Meeting in accordance with clause 22.

(b)        At least one month notice of the time and place of a General Meeting must be given, together with all information required to be included in accordance with the Act and under clause 8.4.

(c)        The notice of the AGM must include a request for notices of motions from Members, which must be received by the Secretary no less than 14 days prior to the AGM.

(d)       Where a General Meeting will deal with nominations for positions within the Club, the notice of a general meeting must include a request for nominations from Members.

(e)        Nominations for positions within the Club must be lodged with the Secretary not less than 14 days prior to a General Meeting and must be

(i)      in writing;

(ii)     signed by the nominee; and

(iii)    signed by the proposer and seconder

8.4      Business of General Meeting

(a)        The ordinary business of an Annual General Meeting is to be:

(i)      to confirm the minutes of the last preceding AGM and of any general meeting held since that meeting;

(ii)     to receive from the Board and auditor reports on the transactions of the Club during the last preceding financial year;

(iii)    to elect the officers of the Club and make appointments to other positions;

(iv)    to confirm any recommendation (if any) from the Board to vary, add or remove a remuneration and/or honorarium for servants of the Club as specified in the By-Laws;

(v)     to confirm the annual subscription recommended by the Board;

(vi)    to award a Life membership (if applicable); and

(vii)   to deal with motions and special resolutions (as required).

(b)        The notice of a special general meeting must state the nature of the business that is to be transacted at the meeting.

(c)        No business other than that stated in the notice of meeting may be transacted at a General Meeting.

8.5      Cancellation or postponement of General Meeting

(a)        Where a General Meeting (including an AGM) is convened by the Board, they may, if they think fit, cancel the meeting or postpone the meeting to a date and time they determine. 

(b)        Clause 8.5(a) does not apply to a General Meeting convened by:

(i)      Members according to the Act;

(ii)     the Board at the request of Members; or

(iii)    a Court.

8.6      Written notice of cancellation or postponement of General Meeting

(a)        Notice of the cancellation or postponement of a General Meeting must state the reasons for doing so.

(b)        Notice must be given at least seven days prior to the date of the General Meeting to each:

(i)      Member entitled to attend the General Meeting; and

(ii)     other persons entitled to notice of a General Meeting under this Constitution or the Act.

8.7      Contents of notice postponing General Meeting

(a)        A notice postponing a General Meeting must specify the new date and time for the meeting.

(b)        The only business that may be transacted at a postponed General Meeting is the business specified in the notice originally convening the meeting.

(c)        The non-receipt of a notice convening, cancelling or postponing a General Meeting by, or the accidental omission to give a notice of that kind to a person entitled to receive it, does not invalidate any special resolution or motion passed at the General Meeting or at a postponed meeting or the cancellation or postponement of the meeting.

9.     PROCEEDINGS AT GENERAL MEETING

9.1      Number for a quorum

(a)        Twenty Members entitled to vote, or 25% of the total number of members entitled to vote, whichever is the greater, must be present and eligible to vote for a quorum to exist at a General Meeting.

(b)        For a meeting convened under clause 8.2(c) or clause 8.2(d), 50% plus one member of the total number of members entitled to vote must be present and eligible to vote for a quorum to exist at a General Meeting.

(c)        An item of business may not be transacted at a General Meeting unless a quorum is present and remains throughout the General meeting.

9.2      Quorum and time – Special General Meetings

(a)        For a meeting convened by, or on requisition of, Members, if a quorum is not present within 30 minutes after the time appointed for a Special General Meeting, or at any other time during the meeting, the meeting will be dissolved.

(b)        For a meeting convened by Board, if a quorum is not present within 30 minutes after the time appointed for a Special General Meeting, or at any other time during the meeting, the meeting will stand adjourned to such other day, time and place as the chairperson determines.

9.3      Quorum and time – Annual General Meetings

(a)        If a quorum is not present within 30 minutes after the time appointed for an AGM, or at any other time during the meeting, the AGM will stand adjourned to such other day, time and place as the chairperson determines.

(b)        Where an AGM has been adjourned under clause 9.3(a), such Members as are present on the adjourned date shall constitute a quorum.

9.4      Conduct of General Meetings

(a)        The President is entitled to preside as chairperson at General Meetings.

(b)        If a General Meeting is convened and the President is not present within 15 minutes after the time appointed for the meeting, or is unable or unwilling to act, one of the Officers present will preside as chairperson.

(c)        The chairperson:

(i)      has charge of the general conduct of the meeting and of the procedures to be adopted;

(ii)     may require the adoption of any procedure which in his opinion is necessary or desirable for proper and orderly debate or discussion or the proper and orderly casting or recording of votes; and

(iii)    may, having regard where necessary to the Corporations Act, terminate discussion or debate on any matter whenever he considers it necessary or desirable for the proper conduct of the meeting.

(d)       A decision by the chairperson under clause 9.4(c) is final.

9.5      Adjournment of General Meeting

(a)        The chairperson may with the consent of any meeting at which a quorum is present, and must if so directed by the meeting, adjourn the meeting or any business, motion, question, resolution, debate or discussion being considered or remaining to be considered by the meeting.

(b)        The adjournment may be either to a later time at the same meeting or to an adjourned meeting at any time and place agreed by vote of the members present.

(c)        Only unfinished business is to be transacted at a meeting resumed after an adjournment.

9.6      Notice of adjourned meeting

(a)        It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a meeting is adjourned for more than 30 days.

(b)        In that case, at least the same period of notice as was originally required for the meeting must be given for the adjourned meeting.

9.7      Questions decided by majority

(a)        Subject to the requirements of the Act (if any) and except in the case of a Special Resolution, a motion is carried if a majority of the votes cast are in favour of it.

(b)        Where an equal number of votes are cast for and against the motion, the motion is not carried. 

(c)        The chairperson does not have a casting vote where voting is equal.

9.8      Declaration of results

(a)        At any General Meeting a motion put to the vote must be decided on a show of hands unless a ballot is properly demanded and the demand is not withdrawn.

(b)        A declaration by the chairperson that a motion has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of the meetings of the Club, is evidence of the fact.

(c)        Neither the chairperson nor the minutes need state, and it is not necessary to prove, the number or proportion of the votes recorded for or against the motion.

9.9      Ballot

(a)        If a ballot is properly demanded in accordance with the Corporations Act or by the chairperson of the meeting, it must be taken in the manner and at the date and time directed by the chairperson, and the result of the ballot is the motion of the meeting at which the ballot was demanded.

(b)        A ballot demanded on the election of a chairperson or on a question of adjournment must be taken immediately.

(c)        A demand for a ballot may be withdrawn.

(d)       A demand for a ballot does not prevent the General Meeting continuing for the transaction of any business other than the question on which the ballot was demanded.

9.10    Objection to voting qualification

(a)        An objection to the right of a person to attend or vote at a General Meeting (including an adjourned meeting):

(i)      may not be raised except at that meeting; and

(ii)     must be referred to the chairperson, whose decision is final.

(b)        A vote not disallowed under the objection is valid for all purposes.

(c)        If there is a dispute about the admission or rejection of a vote, the chairperson must decide it and the chairperson’s decision made in good faith is final.

10.   VOTES OF MEMBERS

10.1    Eligibility to Vote

(a)        Only Bowls Members and Life Members are entitled to vote at General Meetings.

(b)        Only Bowls Members and Life Members of the same gender as the President are entitled to vote at General Meetings called under clause 8.2(c).

(c)        Only Bowls Members and Life Members of the same gender as the Vice-President are entitled to vote at General Meetings called under clause 8.2(d).

10.2    Votes of Members

(a)        At a General Meeting, on a show of hands and on a ballot, each Bowls or Life Member shall have one vote.

(b)        Proxy voting is not permitted at General Meetings of the Club.

(c)        Postal voting is permitted at General Meetings under clause 10.4.

10.3    Postal votes at General Meetings

(a)        Postal votes will be accepted from members who are eligible to vote but cannot attend a general meeting because they will be interstate or hospitalised.

(b)        Applications for a postal vote must

(i)         be requested of the Secretary in writing;

(ii)        state the reason that the postal vote is requested; and

(iii)       be issued by the Secretary who will keep a register of recipients.

(c)        Postal votes will only be accepted from registered recipients if:

(i)         mailed to the club’s postal address; or

(ii)        emailed from the registered recipient’s email account.

(d)       Postal votes must be received by the Secretary at least one full day prior to the meeting.

11.   OFFICERS

11.1    Composition of the Board of Management

(a)        The Board of Management shall consist of:

(i)      the President;

(ii)     the Vice-President;

(iii)    the Treasurer;

(iv)    the Secretary;

(v)     the Assistant Secretary;

(vi)    up to four other Officers; and

(vii)   any ex officio members identified in this Constitution and the By-Laws.

(b)        The Vice-President is to be of the opposite gender to the President.

(c)        All members of the Board, with the exception of ex officio members, will be elected under clause 12.2.

11.2    Qualifications

(a)        The Board may determine from time to time duty descriptions and qualifications for Officers. 

(b)        Only Bowls Members and Life Members are eligible to be elected as an Officer of the Club.

11.3    Remuneration of Officers

(a)        An Officer may not be paid for services as an Officer.

(b)        With the approval of the Board and subject to the Act, an Officer may be paid by the Club for services rendered to it other than as an Officer.

(c)        An Officer may be reimbursed by the Club for their reasonable travelling, accommodation and other expenses when:

(i)      travelling to or from meetings of the Board, a Committee or the Club; or

(ii)     otherwise engaged on the affairs of the Club.

12.   ELECTION OF OFFICERS

12.1    Nomination for Board

(a)        Nominations for Officers should be called in the notice for the General Meeting at which the election is to be held (usually the AGM).

(b)        Nominations must be:

(i)      in writing on the prescribed form (if any);

(ii)     signed by two Bowls Members; and

(ii)     certified by the nominee expressing their willingness to accept the position for which they are nominated.

(c)        Nominations must be delivered to the Club not less than 14 days before the date fixed for the General Meeting being held to consider elections.

12.2    Election of Officers

(a)        If the number of nominations received for positions on the Board 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.

(b)        If there are insufficient nominations received to fill all vacancies on the Board, the positions will be deemed casual vacancies under clause 13.1.

(c)        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 order drawn by ballot, for each vacancy on the Board.

(d)       The voting shall be conducted using such ballot method as is determined by the Board, and shall be by secret ballot on papers prepared by the Secretary. 

(e)        For the avoidance of doubt, a candidate must receive 50% plus 1 of the total votes at a General Meeting to be elected.

(f)        If voting is equal for two or more candidates a further ballot will be held.  If voting is still equal after the further ballot the election will be declared null and void and the positions will be declared casual vacancies.

(g)        Officers including the President shall be elected for a term of one year, and are subject to provisions in this Constitution relating to early retirement or removal of Officers.

(h)        Each elected Officer shall hold office until the next Annual General Meeting following the declaration of their election, but are eligible for re-election,

13.   VACANCIES ON THE BOARD

13.1    Casual Vacancies

(a)        Any casual vacancy that occurs in the position of an Officer may be filled by the remaining Officers from among appropriately qualified persons. 

(b)        Any casual vacancy may only be filled for the remainder of the vacating Officer’s term under this Constitution.

(c)        In the event of a casual vacancy, the Board may act but, if the number of remaining Officers is not sufficient to constitute a quorum at a meeting of the Board, they may act only for the purpose of increasing the number of Officers to a number sufficient to constitute such a quorum or to convene a General Meeting.

13.2    Grounds for Termination of Officer

(a)        In addition to the circumstances in which the office of an Officer becomes vacant by virtue of the Act, the office becomes vacant if the Officer:

(i)      dies;

(ii)     becomes bankrupt or insolvent under administration or makes any arrangement or composition with their creditors generally;

(iii)    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;

(iv)    resigns their office in writing to the Club;

(v)     is absent without the consent of the Board from meetings of the Board held during a period of three months;

(vi)    becomes an employee of the Club;

(vii)   is directly or indirectly interested in any contract or proposed contract with the Club and fails to declare the nature of his interest;

(iii)    is removed by Special Resolution; or

(iv)    would otherwise be prohibited from being an Officer of a corporation under the Corporations Act.

(b)        The office of an Officer becomes vacant if, after reasonable consideration by the Board, the Board determines the Officer has acted in a manner unbecoming or prejudicial to the Objects and/or interests of the Club, or brought himself or the Club into disrepute, provided the Officer is first given the opportunity to make written or oral submissions to the Board before a determination is made.

14.   POWERS AND DUTIES OF OFFICERS

14.1    Officers to manage the Club

(a)        The Officers of the Club, acting as a Board, shall manage the Club’s business.

(b)        The Board may exercise those of the Club’s powers that are not required, by the Act or by this Constitution, to be exercised by the Club in General Meeting.

14.2    Specific powers of Officers

(a)        Without limiting clause 14.1, the Board may exercise all the Club’s powers to borrow or raise money, to charge any property or business or give any other security for a debt, liability or obligation of the Club or of any other person.

(b)        Subject to the Act, where this Constitution requires that something be done by a particular time, or within a particular period, or that an event is to occur or a circumstance is to change on or by a particular date, the Board may in their absolute discretion extend that time, period or date as they think fit.

14.3    Code of Conduct

(a)        The Board should adopt a code of conduct for Board members.

(b)        If adopted, the Board should periodically review the code of conduct in light of the general principles of good corporate governance.

15.   PROCEEDINGS OF THE BOARD

15.1    Board of Management meetings

(a)        The Board should meet together for conducting business, adjourn and otherwise regulate their meetings as they think fit.

(b)        Six Officers present in person constitutes a quorum.

(c)        The Board must cause minutes of meetings to be made and kept according to the Act and the Corporations Act.

15.2    Questions decided by majority

(a)        A question arising at a Board meeting is to be decided by a majority of votes of the Officers present in person and entitled to vote. 

(b)        Each Officer present has one vote on a matter arising for decision by the Board.

(c)        The chairperson of the meeting will not have a casting vote.

15.3    Convening meetings

(a)        An Officer may convene a Board of Management meeting.

(b)        Notice of a Board meeting must be given individually to each Officer (except an Officer on leave of absence approved by the Board).  Notice of a Board meeting may be given in person, or by post or by telephone, facsimile or other electronic means.

(c)        An Officer may waive notice of a Board meeting by giving notice to that effect in person or by post or by telephone, facsimile or other electronic means.

(d)       A person who attends a Board meeting waives any objection that person may have in relation to a failure to give notice of the meeting.

(e)        The non-receipt of a notice of a Board meeting or the accidental omission to give notice of a meeting to a person entitled to receive notice does not invalidate anything done (including the passing of a motion) at that Board meeting.

15.4    Chairperson

(a)        The President will preside at Board meetings. 

(b)        If the President is not present within 15 minutes after the time appointed for the meeting or is unable or unwilling to act, one of the Officers will preside.

15.5    Circulating motions

(a)        The Officers may pass a motion without a Board meeting being held if the required majority of the Officers who are entitled to vote on the motion sign a document containing a statement that they are in favour of the motion set out in the document.

(b)        Separate copies of the document may be used for signing by the Officers if the wording of the motion and statement is identical in each copy.

(c)        The motion is passed when the last Officer required to achieve the required majority signs the document.

15.6    Validity of acts of Officers

(a)        Everything done at a Board meeting or a Committee meeting, or by a person acting as an Officer, is valid even if it is discovered later that

(i)      there was some defect in the appointment, election or qualification of any of them; or

(ii)     any of them was disqualified or had vacated office.

15.7    Officers’ interests

(a)        An Officer shall declare to the Board that Officer’s interest in any matter in which any material personal interest or related party transaction arises as defined by the Corporations Act.

(b)        That Officer must absent himself or herself from discussion of such matter and shall not be entitled to vote in respect of such matter.

(c)        In the event of any uncertainty in this regard, the issue shall immediately be determined by a vote of the Board or, if this is not possible, the matter shall be adjourned or deferred to the next meeting.

(d)       The Board shall maintain a register of declared interests.

16.   TELECOMMUNICATION MEETINGS OF THE CLUB

16.1    Telecommunication meeting

(a)        A General Meeting or a Board meeting may be held by means of a telecommunication meeting, provided that:

(i)      the number of Members or Officers (as applicable) participating forms a quorum required for a General Meeting or Board meeting (as applicable);

(ii)     the meeting is convened and held in accordance with the Act. 

(b)        All provisions of this Constitution relating to a meeting apply to a telecommunication meeting in so far as they are not inconsistent with the provisions of this clause 16.

16.2    Conduct of telecommunication meeting

(a)        All persons participating in the meeting must be linked by telephone, audio-visual or other instantaneous means for the purpose of the meeting.

(b)        Each of the persons taking part in the meeting must be able to hear and be heard by each of the other persons taking part at the commencement of the meeting and each person so taking part is deemed to be present at the meeting.

(c)        At the commencement of the meeting each person must announce his or her presence to all other persons taking part in the meeting.

(d)       A person may not leave a telecommunication meeting by disconnecting his or her telephone, audio-visual or other communication equipment unless that person has previously notified the chairperson.

(e)        A person may conclusively be presumed to have been present and to have formed part of a quorum at all times during a telecommunication meeting unless that person has previously notified the chairperson of leaving the meeting.

(f)        A minute of proceedings of a telecommunication meeting is sufficient evidence of the proceedings and of the observance of all necessary formalities if the minute is certified to be a correct minute by the chairperson.

17.   PUBLIC OFFICER

(a)        There must be a Public Officer who will be appointed by the Board under the Act.

(b)        The office of Public Officer becomes vacant in the manner described under the Act, or if the Board suspends or removes the Public Officer from that office.

(c)        The Public Officer holds office on the terms and conditions and with the powers, duties and authorities, determined by the Act and the Board. 

(d)       The Public Officer is not entitled to remuneration.

18.   COMMITTEES

18.1    Committees

(a)        The Board may by written instrument delegate any of their powers to Committees consisting of such persons they think fit (including Officers, individuals and consultants).

(b)        The Board may vary or revoke any delegation under clause 18.1(a).

18.2    Powers delegated to Committees

(a)        A Committee is responsible to and reports to the Board.

(b)        A Committee must exercise the powers delegated to it according to the terms of the delegation and any directions of the Board.

(c)        Powers delegated to and exercised by a Committee are taken to have been exercised by the Board.

18.3    Committee meetings

(a)        Committee meetings are governed by the provisions of this Constitution dealing with Board meetings, as far as they are capable of application.

(b)        Committees must keep minutes of meetings where the exercise of their delegated powers may result in Board scrutiny or a challenge by a Member.

19.   BY-LAWS

19.1    Making and amending By-Laws

(a)        The Board may from time to time make By-Laws which in their opinion are necessary or desirable for the control, administration and management of the Club and may amend, repeal and replace those By-Laws.

(b)        Interpretation of the By-Laws is solely the province of the Board.

(c)        The constitution and By-Laws are to be made available to all members to read.

19.2    Effect of By-Laws

(a)        By-Laws are subject to this Constitution and must be consistent with this Constitution.

(b)        When in force, By-Laws are binding on all Members and have the same effect as a provision in this Constitution.

(c)        Amendments, alterations, interpretation or other changes to By-Laws shall be advised to Members by means of notice approved by the Board. 

20.   KEEPING AND INSPECTION OF RECORDS

(a)        The Board will keep Club records for a period of seven years from their creation.

(b)        Subject to privacy and confidentiality obligations Members shall have the right to inspect documents of the Club as permitted by the Act.

(c)        The Board may impose conditions on a Member’s inspection of the Club documents under this clause.

(d)       The Board may refuse such inspection where the Board reasonably considers that the Member is not seeking and/or undertaking the inspection in good faith and/or for a proper purpose.

21.   ACCOUNTS

(a)        The Board will cause proper accounting and other records to be kept and will distribute copies of financial statements as required by the Act.

(b)        All cheques, promissory notes, bankers’ drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Club, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board determines from time to time.

(c)        A properly qualified auditor or auditors shall be appointed by the Board.

(d)       The remuneration of such auditor or auditors shall be agreed and duties regulated in accordance with the Corporations Act.

22.   SERVICE OF DOCUMENTS

22.1    Methods of service on a Member

(a)        The Club may deliver a document to a Member by:

(i)      giving it to the person;

(ii)     leaving it at, or sending it by post to, the person’s nominated postal or residential address last known to the Club; or

(iii)    sending it electronically to the person’s nominated email address or mobile phone number.

(b)        A document sent by post is taken to have been received by the Member on the third business day after the date of its posting.

(c)        A document sent electronically is taken to have been received by the Member on the business day following its transmission.

22.2    Methods of service on the Club

(a)        A Member may deliver a document to the Club:

(i)      by handing it to the Secretary or Public Officer of the Club;

(ii)     by sending it by post to the Club’s registered office; or

(iii)    by sending it to an electronic address nominated by the Club.

(b)        A document sent by any form of electronic transmission is taken to have been delivered by properly addressing and successfully transmitting the electronic transmission.

23.   INDEMNITY

23.1    Indemnity of officers

(a)        Every person who is or has been an Officer or Public Officer of the Club is entitled to be indemnified out of the property of the Club against every liability incurred by the person in that capacity (except a liability for legal costs).

(b)        Every person who is or has been an Officer or Public Officer of the Club is entitled to be indemnified out of the property of the Club against all legal costs incurred in defending or resisting (or otherwise in connection with) proceedings, whether civil or criminal or of an administrative or investigatory nature, in which the person becomes involved because of that capacity, unless:

(i)      the Club is forbidden by statute to indemnify the person against the liability or legal costs; or

(ii)     an indemnity by the Club of the person against the liability or legal costs would, if given, be made void by statute.

23.2    Insurance

(a)        The Club may pay or agree to pay, whether directly or through an interposed entity, a premium for a contract insuring a person who is or has been an Officer or Public Officer against liability incurred by the person in that capacity, including a liability for legal costs, unless:

(i)      the Club is forbidden by statute to pay or agree to pay the premium; or

(ii)     the contract would, if the Club paid the premium, be made void by statute.

24.   WINDING UP

24.1    Winding up

(a)        The Club may only be wound up by Special Resolution and/or otherwise in accordance with the Act.

(b)        A special general meeting must be called for the purpose of winding up the Club.

24.2    Contributions of Members on winding up

(a)        Each Bowls Member must contribute to the Club’s property if the Club is wound up while they are a Member or within one year after their membership ceases.

(b)        The contribution, not to exceed $10.00, is for:

(i)      payment of the Club’s debts and liabilities contracted before their membership ceased;

(ii)     the costs of winding up; and

(iii)    adjustment of the rights of the contributories among themselves.

(c)        No other Member must contribute to the Club’s property if the Club is wound up.

24.3    Excess property on winding up

(a)        If on the winding up or dissolution of the Club, and after satisfaction of all its debts and liabilities, any property remains, that property must be given or transferred to another body or bodies:

(i)      having objects similar to those of the Club; and

(ii)     whose constitution prohibits (or each of whose constitutions prohibit) the distribution of its or their income and property among its or their members to an extent at least as great as is imposed under this Constitution.

(b)        That body is, or those bodies are, to be determined by the Members at or before the time of dissolution or, failing that determination, by a judge who has or acquires jurisdiction in the matter.

25.   COMMON SEAL

(a)        The common seal shall be kept in the custody of the Public Officer.

(b)        The common seal shall not be affixed to any instrument except by the authority of the Board and the affixing of the common seal shall be attested by the signatures of two Officers.

(c)        An Officer may not sign a document to which the seal of the Club is fixed where the Officer is interested in the contract or arrangement to which the document relates.

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