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Central Coast Boardgame Club

Constitution

·8157 words·39 mins
Table of Contents
The Fine Print - This article is part of a series.
Part 1: CCLC Club Policy
Part 2: Regulations
Part 3: This Article

The Constitution of the Central Coast Board Games Club1
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Name of Club
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The name of the Club shall be “Central Coast Board Games Club” (Club).

Definitions and Interpretation
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Definitions
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In this Constitution unless the contrary intention appears: “Act” means the Associations Incorporation Act 2009 (NSW).

“Board Games” includes board gaming, table-top gaming, role-play gaming and miniature gaming.

“Club” means this Incorporated Association.

“Club Committee” means the body managing the Club and consisting of the Committee Members.

“Constitution” means this Constitution of the Club.

“Committee Member” means a Member of the Club Committee and includes any person acting in that capacity from time to time appointed in accordance with this Constitution.

“Executive Committee Member” means one of the Officeholders of the Club and is a Committee Member.

“General Meeting” means the Annual or any Special General Meeting of the Club.

“Intellectual Property” means all rights subsisting in copyright, business names, names, trademarks (or signs), logos, designs, equipment including computer software, images (including photographs, videos or films) or service marks relating to the Club or any activity of or conducted, promoted or administered by the Club in New South Wales.

“Junior Member” means a registered Member of the Club who is younger than 18 years of age.

“Life Member” means an individual appointed as a Life Member of the Club under clause 5.2.

“Local area” means the Central Coast region of New South Wales.

“Member” means a Member of the Club for the time being under clause 5. “Membership Year” means membership fees are due and payable on and from 1 January of each year.

“Objects” means the Objects of the Club in clause 3.

“Public Officer” means the person appointed to be the public officer of the Club in accordance with the Act.

“Register” means a register of Members kept and maintained in accordance with clause 7.

“Seal” means the Common Seal of Central Coast Board Games Club Incorporated (if any).

“Special Resolution” means a Special Resolution defined in the Act.

Interpretation
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In this Constitution:

  1. a reference to a function includes a reference to a power, authority and duty;

  2. a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority or the performance of the duty;

  3. words importing the singular include the plural and vice versa;

  4. words importing any gender include the other gender;

  5. references to persons include corporations and bodies politic;

  6. references to a person include the legal personal representatives, successors and permitted assigns of that person;

  7. a reference to a statute, ordinance, code or other law includes Regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them (whether of the same or any legislative authority having jurisdiction); and

  8. a reference to ”writing” shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form, including messages sent by electronic mail.

The provisions of the Interpretation Act 1987 (NSW) apply to and in respect of this Constitution in the same manner as those provisions would so apply if this Constitution were an instrument made under the Interpretation Act 1987 (NSW).

Severance
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If any provision of this Constitution or any phrase contained in it is invalid or unenforceable, the phrase or provision is to be read down if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Constitution.

The Act
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Except where the contrary intention appears, in this Constitution, an expression that deals with a matter under the Act has the same meaning as that provision of the Act. Model rules under the Act are expressly displaced by this Constitution.

Objects of the Club
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The Club is established solely for the Objects.

The Objects of the Club are to:

  1. conduct, encourage, promote, advance and administer board gaming, table-top gaming, role-play gaming, and miniature gaming throughout the local area;

  2. provide regular opportunities for Members to gather together to play board games in a relaxed social environment;

  3. assist Members to experience and enjoy board gaming, table-top gaming, role-play gaming, and miniature gaming;

  4. ensure fairness in game play;

  5. act, at all times, on behalf of and in the interest of the Members and board gaming, table-top gaming, role-play gaming, and miniature gaming in the local area;

  6. advance the operations and activities of the Club throughout the local area;

  7. make grants by way of gift and to render other financial assistance to Members and other persons and bodies connected with the conduct of the board gaming hobby;

  8. make donations for suitable purposes;

  9. have regard to the public interest in its operations; and

  10. undertake and/or do all such things or activities which are necessary, incidental or conducive to the advancement of these Objects.

Powers of the Club and its Committees
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Solely for furthering the Objects, the Club has, in addition to the rights, powers and privileges conferred on it under section 19 of the Act, the legal capacity and powers of a company as set out under section 124 of the Corporations Act 2001 (Cth).

In particular, each Committee shall act in accordance with the Objects and shall operate for the benefit of the Members and the community throughout the local area.

Powers of the Executive Committee
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Subject to the Act and this Constitution, the day-to-day business of the Club shall be managed by the Executive Committee, solely for furthering the Objects.

These powers include, but are not limited to:

  1. Maintain and operate a bank account for club finances (assigned to the role of Treasurer)

  2. Maintain and administer membership of members (assigned to the role of Secretary)

  3. Liaise and maintain club relationship with CCLC (assigned to the role or President and supported by the Vice President)

  4. Provide symbolic and actual leadership to the members for the operation and public profile of the Club (assigned to the President and supported by the Vice President)

  5. Maintain and authorise changes to the Club Regulations

All other powers are exercised by the Club Committee.

Powers of the Club Committee
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Subject to the Act and this Constitution, the powers of the Club shall be exercised by the Committee, solely for furthering the Objects.

These powers include, but are not limited to;

  1. Enter contracts;

  2. Own Property;

  3. Borrow Money;

  4. Sue and Being Sued;

  5. Employ Staff;

  6. Receive Donations and Grants;

  7. Conduct Fundraising Activities;

  8. Hold Meetings;

  9. Issue and Execute Documents;

  10. Operate and Manage Premises; and

  11. Engage in Community Activities.

Members
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Members
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The Members of the Club shall consist of:

  1. Members, who subject to this Constitution, shall have the right to receive notice of General Meetings and to be present, to debate and to vote at General Meetings;

  2. Junior Members, who subject to this Constitution, shall have no right to receive notice of General Meetings and no right to be present or debate or vote at General Meetings.

  3. Life Members, who subject to this Constitution, shall have the right to receive notice of General Meetings and to be present to debate and to vote at General Meetings;

  1. Life Members
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    1. The Executive Committee 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.

    1. A resolution of the annual general meeting to confer life membership (subject to clause 5.2(c) on the recommendation of the Executive Committee must be a Special Resolution.

    2. 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 time of entry on the Register the person shall be a Life Member.

Membership
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Eligibility for Membership
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A person is eligible to be a Member of the Club if:

  1. the person is a natural person; and

  2. the person has been approved for membership of the Club in accordance with clause 6.3.

Application for Membership
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An application for membership must be:

  1. in writing on the form prescribed (if any) from time to time by the Executive Committee, from the applicant and lodged with the Club; and

  1. accompanied by the appropriate fee (if any).

  1. Discretion to Accept or Reject Application
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    1. The Executive Committee may accept or reject an application whether the applicant has complied with the requirements in clause 6.2 or not. The Executive Committee shall not be required or compelled to provide any reason for such acceptance or rejection.

    1. Where the Executive Committee accepts an application, the Applicant shall become a Member. Membership shall be deemed to commence upon acceptance of the application by the Executive Committee. The Register shall be amended accordingly as soon as practicable.

    2. Where the Executive Committee rejects an application, it shall refund any fees forwarded with the application and the application shall be deemed rejected by the Executive Committee.

  2. Renewal
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Members (other than Life Members) must renew their membership annually in accordance with the procedures set down by the Club in the Regulations from time to time.

  1. Deemed Membership
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    1. All persons who are, prior to the approval of this Constitution under the Act, Members of the Club shall be deemed Members of the Club from the time of approval of this Constitution under the Act.

    1. Any Members of the Club, prior to approval of this Constitution under the Act, who are deemed Members of the Club under clause 6.5(a) shall be entitled to carry on such functions analogous to their previous functions as are provided for under this Constitution.

Register of Members
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Club to Keep Register
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The Club shall keep and maintain a Register in which shall be entered (as a minimum):

  1. the full name, suburb, postcode, email address and date of entry of each Member;

  2. if the Club is a sub-club of CCLC, the CCLC Membership ID; and

  3. where applicable, the date of termination of membership of any Member.

Members shall provide notice of any change and required details to the Club within one month of such change.

Inspection of Register
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Having regard to the Act, confidentiality considerations and privacy laws, an extract of the Register, shall be available for inspection (but not copying) by Members, upon reasonable request.

Use of Register
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Subject to the Act, confidentiality considerations and privacy laws, the Register may be used to further the Objects of the Club, in such manner as the Executive Committee considers appropriate.

Effect of Membership
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Members acknowledge and agree that:

  1. this Constitution forms a contract between each of them and the Club and that they are bound by this Constitution and the Regulations;

  2. they shall comply with and observe this Constitution and the Regulations and any determination, resolution or policy which may be made or passed by the Executive Committee or other entity with delegated authority;

  3. by submitting to this Constitution and Regulations they are subject to the jurisdiction of the Club;

  4. the Constitution and Regulations are necessary and reasonable for promoting the Objects and particularly the advancement and protection of board gaming; and

  5. they are entitled to all the benefits, advantages, privileges and services of Club membership.

Discontinuance of Membership
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  1. Notice of Resignation
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    1. A Member who has paid all arrears of fees payable to the Club may resign or withdraw from membership of the Club by giving one month’s notice in writing to the Club.

    2. Once the Club receives a notice of resignation of membership given under clause 9.1(a), it must make an entry in the Register that records the date on which the Member ceased to be a Member.

  2. Discontinuance for Breach
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    1. Membership of the Club may be discontinued by the Executive Committee upon breach of any clause of this Constitution or the Regulations, including, but not limited to, the failure to pay any monies owed to the Club, failure to comply with the Regulations or any resolutions or determinations made or passed by the Executive Committee or any duly authorized committee.

    2. Membership shall not be discontinued by the Executive Committee under clause 9.2(a) without the Executive Committee first giving the accused Member the opportunity to explain the breach and/or remedy the breach.

    3. Where a Member fails, in the Executive Committee’s view to adequately explain the breach, that Member’s membership shall be discontinued under clause 9.2(a) by the Club giving written notice of the discontinuance to the Member. The Register shall be amended to reflect any discontinuance of membership under this clause 9.2 as soon as practicable.

  3. Cessation of Membership
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A person ceases to be a Member if the person:

  1. dies; or

  2. fails to pay the annual membership fee under clause 11 within 3 months after the fee is due.

Where a Member ceases to be a Member under this clause 9.3, the Register shall be amended to reflect any cessation of membership under this clause 9.3 as soon as practicable.

Member to Re-Apply
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A Member whose membership has been discontinued under clauses 9.1, 9.2 or 9.3:

  1. must seek renewal or re-apply for membership in accordance with this Constitution; and

  2. may be re-admitted at the discretion of the Executive Committee.

Membership Entitlements Not Transferable
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A right, privilege or obligation which a person has by reason of being a Member of the Club:

  1. is not capable of being transferred or transmitted to another person; and

  2. terminates on cessation of the person’s membership.

Forfeiture of Rights
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A Member who ceases to be a Member, for whatever reason, shall forfeit all rights in and claims upon the Club and its property and shall not use any property of the Club including Intellectual Property.

Any Club documents, records or other property in the possession, custody or control of that Member shall be returned to the Club immediately.

Membership May Be Reinstated
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Membership which has been discontinued under this clause 9 may be reinstated at the discretion of the Executive Committee, with such conditions as it deems appropriate.

Refund of Membership Fees
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Membership fees or subscriptions paid by the discontinued Member are not refunded to the Member on discontinuance.

Discipline
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  1. The Executive Committee may commence or cause to be commenced disciplinary proceedings against a Member who has allegedly:

    1. breached, failed, refused or neglected to comply with a provision of this Constitution, the Regulations or any resolution or determination of the Executive Committee or any duly authorised committee;

    2. acted in a manner unbecoming of a Member, or prejudicial to the purposes and interests of the Club and/or board gaming; or

    3. brought the Club, or board gaming into dispute.

That Member will be subject to and will submit unreservedly to the jurisdiction, procedures, penalties and the appeal mechanisms of the Club set out in the Regulations.

  1. The Executive Committee may appoint a Judiciary Committee to deal with any disciplinary matter referred to it. Such a Judiciary Committee shall operate in accordance with the procedures expressed in the Regulations but is subject always to the Act.

Subscriptions and Fees
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The annual membership subscription (if any) and any fees or other levies payable by Members of the Club and the time for and manner shall be as determined by the Executive Committee as set out in the Regulations.

Existing Committee Members
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The Members of the administrative or governing body (by whatever name called) of the Central Coast Board Games Club in office immediately prior to approval of this Constitution under the Act shall continue in those positions until the next annual general meeting following such adoption of this Constitution.

After this general meeting the positions of Committee Members shall be filled, vacated and otherwise dealt with in accordance with this Constitution, except for the following office holders:

  1. The Vice-President in office immediately prior to approval of this Constitution shall be limited to a maximum consecutive three (3) years;

  2. The President in office immediately prior to approval of this Constitution shall be limited to a maximum consecutive four (4) years; and

  3. The Secretary and the Treasurer in office immediately prior to approval of this Constitution shall both be limited to a maximum consecutive five (5) years.

The Committees of the Club
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The Club shall be managed by two (2) committees: a Club Committee and an Executive Committee.

Committee Positions
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Members may nominate for Club and Executive Committee positions at the AGM

Available Executive and Committee positions are defined, from time to time, in the Regulations.

Composition of the Committees
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The maximum number of Committee Members on the Club Committee is twelve (12) Members in total.

The elected Committee Members shall be elected under clause 15.

Composition of the Club Committee
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The maximum number of Committee Members on the Club Committee is twelve (12) Members in total.

Composition of the Executive Committee
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The Executive Committee shall comprise four (4) Committee Members who must all be Members and who shall be elected under clause 15.

The permanent Executive Committee positions are:

  1. President (Office Holder)

  2. Vice President (Office Holder)

  3. Treasurer (Office Holder)

  4. Secretary (Office Holder)

Committee Members
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  1. Nomination for Committee
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    1. Nominations for elected Committee Member positions shall be called for thirty-five (35) days prior to the annual general meeting.

    2. When calling for nominations, details of the necessary qualifications and job descriptions for the positions shall also be provided. Qualifications and job descriptions shall be determined by the Executive Committee from time to time.

    3. Nominees for Executive Committee positions must declare any position they hold in any other board game organisation.

  2. Form of Nomination
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Nominations must be:

  1. in writing and on the prescribed form (if any) provided for that purpose;

  2. signed by two Members;

  3. certified by the nominee (who must be a Member) expressing their willingness to accept the position for which they are nominated; and

  4. delivered to the Club not less than seven (7) days before the date fixed for the annual general meeting.

  1. Elections
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    1. 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 Executive Committee, then those nominated shall be declared elected only if approved by a majority of Members entitled to vote.

    2. If there are insufficient nominations received to fill all vacancies on the Executive Committee, or if a person is not approved by the majority of Members under clause 15.3(a), the positions will be deemed casual vacancies under clause 16.1.

    3. 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 Executive Committee.

    4. Subject to clause 15.3(e), voting shall be conducted in such manner and by such a method as determined by the Executive Committee from time to time.

    5. If an Executive Committee Member is subject to their position being contested, they cannot participate in the manner and method of voting to be adopted to resolve the contested position on the Executive Committee.

  2. Term of Appointment for Elected Committee Members
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    1. Committee Members elected under clause 15 shall be elected for a term of one (1) year.

    2. A person can serve as an elected Committee Member for a maximum period of six (6) consecutive full terms.

    3. If a person has served for six (6) consecutive full terms, they cannot be a Committee Member nor fill a Casual Vacancy until they have not held a committee role for at least twelve (12) months.

Vacancies on the Club Committee
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Casual Vacancies
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Any casual vacancy occurring in the Club Committee may be filled by appointing:

  1. one of the remaining Committee Members; or

  2. a Member from among appropriately qualified persons.

Any casual vacancy occurring in the Executive Committee may be filled by appointing one of the remaining Committee Members.

Any casual vacancy may only be filled until the conclusion of the Annual General Meeting next following the date of the appointment.

Grounds for Termination of Committee Member
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In addition to the circumstances in which the office of a Committee Member becomes vacant by virtue of the Act, the office of a Committee Member becomes vacant if the Committee Member:

  1. dies;

  2. becomes bankrupt or makes any arrangement or composition with their creditors generally;

  3. becomes of unsound mind or a person whose estate is liable to be dealt with in any way under the law relating to mental health;

  4. resigns his office in writing to the Club;

  5. is absent without the consent of the President from meetings of any Committee held during a period of three (3) months, or is considered by the President to have not performed in accordance with the position description;

  6. holds any office of employment with the Club without the approval of the Executive Committee;

  7. is directly or indirectly interested in any contract or proposed contract with the Club and fails to declare the nature of that interest;

  8. in the opinion of the Executive Committee (but subject always to the Constitution):

  9. has acted in a manner unbecoming or prejudicial to the Objects and interests of the Club; or

ii. has brought the Club into disrepute.

  1. is removed by Special Resolution; or

  2. would otherwise be prohibited from being a director of a corporation under the

Corporations Act 2001 (Cth).

Representations by Terminated Committee Member
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If a Committee Member to whom a proposed resolution referring to clause 16.2(e), (f), (g), (h)(i), (h)(ii), (i), or (j) relates makes representations in writing to the Executive Committee (not exceeding a reasonable length) and requests that the representations be notified to the Members, the Executive Committee may:

  1. send a copy of the representations to each Member; or

  2. if the representations are not so sent, the Member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

    1. Committee May Act
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In the event of a casual vacancy or vacancies in the office of a Committee Member(s), the remaining Committee Members may act.

However, if the number of remaining Committee Members is not sufficient to constitute a quorum at a meeting of the Executive Committee, they may act only for the purpose of increasing the number of Committee Members to a number sufficient to constitute a quorum.

Meetings of the Executive / Club Committee
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Committees to Meet
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The Committee shall meet as often as is deemed necessary in every calendar year for the dispatch of business (and shall be at least as often as is required as is required under the Act).

Subject to this Constitution, it may adjourn and otherwise regulate its meetings as it thinks fit.

An Committee Member may at any time convene a meeting of the respective Committee within a reasonable time.

Decisions of Committee
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Subject to this Constitution, questions arising at any meeting of the either Committee shall be decided by a majority of votes and a determination of a majority of Committee Members shall for all purposes be deemed a determination of the Committee.

All Committee Members shall have one vote on a question.

Where voting is equal, the motion is lost.

  1. Resolutions Not in Meeting
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    1. A resolution in writing that has been signed or assented to by telegram, cablegram, radiogram, facsimile, telex or other form of visible or other electronic communication by all Committee Members for the time being present in Australia shall be as valid and effectual as if it had been passed at a meeting of Executive Committee Members duly convened and held. Any such resolution may consist of several documents in like form each signed by one or more of the Executive Committee Members.

    2. Without limiting the power of the respective Committee to regulate its meetings as it thinks fit, a meeting of a Committee may be held where one or more of the Committee Members is not physically present at the meeting, provided that:

      1. 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;

      2. notice of the meeting is given to all Committee Members entitled to notice in accordance with the usual procedures agreed upon or laid down from time to time by the Committee or this Constitution. The notice will specify that the Committee Members are not required to be present in person;

      3. if a failure in communications prevents clause 17.3(b)(i) from being satisfied by the number of Committee Members which constitutes a quorum, and none of such Committee 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 clause 17.3(b)(i) is satisfied again. If such condition is not satisfied within fifteen (15) minutes from the interruption, the meeting shall be deemed to have terminated or adjourned; and

      4. any meeting held where one or more of the Committee Members is not physically present shall be deemed to be held at the place specified in the notice of the meeting, provided a Committee Member is there present. If no Committee Member is there present, the meeting shall be deemed to be held at the place where the chairperson of the meeting is located.

  2. Quorum
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At meetings of the Executive Committee the number of Committee Members whose presence is required to constitute a quorum is three (3).

At meetings of the Club Committee the number of Committee Members whose presence is required to constitute a quorum is five (5).

Notice of Committee Meetings
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Unless all Committee Members agree to hold a meeting at shorter notice (which agreement shall be sufficiently evidenced by their apology or presence) not less than fourteen (14) days written notice of the meeting of the Executive Committee shall be given to each Committee Member.

The agenda shall be forwarded to each Committee Member not less than four (4) days prior to such meeting.

Chairperson
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The Committee shall appoint a chairperson from among its number.

The chairperson shall be the nominal head of the Club and will act as chair for any Executive Committee meeting or General Meeting at which they are present.

If the chairperson is not present or is unwilling or unable to preside at a Committee meeting the remaining Committee Members shall appoint another Committee Member to preside as chair for that meeting only.

Conflict of Interest
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A Committee Member shall declare their interest in any contractual, selection, disciplinary, or financial matter in which a conflict of interest arises or may arise.

They shall, unless otherwise determined by the Executive Committee, absent themselves from discussions of such matters and shall not be entitled to vote in respect of such matters.

If the Committee Member casts a vote, the vote shall not be counted.

In the event of any uncertainty as to whether it is necessary for a Committee Member to absent themselves from discussions and refrain from voting, the issue should be immediately determined by vote of the Executive Committee. If this is not possible, the matter shall be adjourned or deferred.

  1. Disclosure of Interests
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    1. The nature of the interest of a Committee Member must be declared at the meeting of the Executive Committee at which the relevant matter is first taken into consideration, if the interest then exists.

    2. In any other case, the interest should be revealed to the Executive Committee at the next meeting of the Executive Committee.

    3. If a Committee Member becomes interested in a matter after it is made or entered into, the declaration of interest must be made at the first meeting of the Executive Committee held after the Committee Member becomes interested.

    4. All disclosed interests must also be disclosed to each annual general meeting resolution in accordance with the Act.

  2. General Disclosure
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A general notice stating that a Committee Member is an employee of any specified firm or company and that he is “interested” in all transactions with that firm or company is sufficient declaration under clause 17.8.

After the distribution of the general notice, it is not necessary for the Committee Member to give special notice regarding any particular transaction with that firm or company.

Recording Disclosures
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Any declaration made, any disclosure or any general notice given by a Committee Member in accordance with clauses 17.7, 17.8 and/or 17.9 must be recorded in the minutes of the relevant meeting.

Delegations
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Executive Committee May Delegate Functions
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The Executive Committee may, by instrument in writing, create, establish or appoint special committees, individual officers and consultants to carry out specific duties and functions.

The Executive Committee will determine what powers these committees are given; in exercising its power under this clause, the Executive Committee must consider broad stakeholder involvement.

Delegation by Instrument
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In the establishing instrument, the Executive Committee may delegate such functions as are specified in the instrument, other than:

  1. this power of delegation; and

  2. a function imposed on the Executive Committee by the Act or by any other law.

Delegated Function Exercised in Accordance with Terms
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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.

Procedure of Delegated Entity
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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 meeting of the Executive Committee under clause 17.

The entity exercising delegated powers shall make decisions in accordance with the Objects, and it shall promptly provide the Executive Committee with details of all material decisions. The entity shall also provide any other reports, minutes and information required by the Executive Committee.

Delegation may be Conditional
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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.

Ongoing Power of the Executive Committee
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Despite any delegation under this clause, the Executive Committee may continue to exercise any function delegated.

Revocation of Delegation
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At any time, the Executive Committee 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.

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

  2. The Seal shall not be used without the express authorisation of the Executive Committee. Every use of the Seal shall be recorded in the Club’s minute book.

  3. Two (2) Executive Committee Members must witness every use of the Seal, unless the Executive Committee determines otherwise.

Annual General Meeting
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  1. The Club must hold its first Annual General Meeting within 18 months after its registration under the Act.

  2. The Club must hold its Annual General Meetings:

    1. within 6 months after the close of the Club’s financial year; or

    2. within such later time in accordance with the Act and this Constitution.

  3. The Annual General Meeting should be held, subject to the requirements of clause 20(a) and clause 20(b), on a date and at a venue determined by the Executive Committee.

  4. All General Meetings other than the Annual General Meeting shall be Special General Meetings and shall be held in accordance with this Constitution.

Special General Meetings
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Special General Meetings may be Held
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The Executive Committee may, whenever it thinks fit, convene a Special General Meeting. When, but for this clause, more than fifteen months elapses between Annual General Meetings, the Executive Committee shall convene a Special General Meeting before the expiration of that period.

  1. Requisition of Special General Meetings
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    1. The Secretary will convene a Special General Meeting when ten per cent (10%) of Members (no less) submit a requisition in writing.

    2. The requisition for a Special General Meeting shall state the object(s) of the meeting, be signed by the Members making the requisition and be sent to the Club. The requisition may consist of several documents in a like form, each signed by one or more of the Members making the requisition.

    3. If the Executive Committee does not cause a Special General Meeting to be held two (2) months after the date on which the requisition is sent to the Club, the Members making the requisition, or any of them, may convene a Special General Meeting to be held to be held no later than three (3) months after that date.

    4. A Special General Meeting convened by Members under this Constitution shall be convened in the same manner, or as close as possible, as those convened by the Executive Committee.

Notice of General Meeting
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  1. Notice of every General Meeting shall be given to every Life Member and Member entitled to receive notice. Notices shall be sent to the addresses appearing in the Club’s Register. No other person shall be entitled, as of right, to receive notices of General Meetings.

  2. For the purpose of this Constitution, a notice may be served on or given to a person:

    1. by delivering it to the person personally;

    2. by sending it by pre-paid post to the address of the person; or

    3. by sending it by any form of electronic transmission to an electronic mail address of the person.

  3. For the purpose of this Constitution, a notice is taken, unless the contrary is proved, to have been given or served:

    1. in the case of a notice given or served personally, on the date on which it is received by the addressee;

    2. in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post; and

    3. in the case of a notice sent by any form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

  4. A notice of a General Meeting shall specify the place, day and hour of the meeting and shall state the business to be transacted at the meeting.

  5. At least twenty-one days (21) days’ notice of a General Meeting shall be given to those Members entitled to receive notice, together with:

    1. the agenda for the meeting;

    2. any notice of motion received from Members entitled to vote; and.

    3. forms of authority in blank for proxy votes.

  6. Notice of every General Meeting shall be given in the manner authorised in clause 33.

Business at General Meetings
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  1. The business to be transacted at the Annual General Meeting includes the consideration of accounts, the reports of the Executive Committee, and the election of Committee Members under this Constitution.

  2. All business that is transacted at a General Meeting and at an Annual General Meeting, with the exception of those matters set down in clause 23(a), shall be special business.

  3. No business other than that stated on the notice for a General Meeting shall be transacted at that meeting.

Notices of Motion
#

Members entitled to vote may submit notices of motion for inclusion as special business at a General Meeting. All notices of motion must be submitted in writing to the Club no less than thirty- five (35) days (excluding receiving date and meeting date) prior to the General Meeting.

Proceedings at General Meetings
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Quorum
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No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business.

The quorum for General Meetings of the Club shall be ten (10) Members.

Chairperson to Preside
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The chairperson of the Executive Committee shall, subject to this Constitution, preside as chair at every General Meeting except:

  1. in relation to any election for which the chairperson is a nominee; or

  2. where a conflict of interest exists.

If the chairperson is not present, or is unwilling or unable to preside, the Members present shall appoint an existing Committee Member to preside as chairperson for that meeting only.

  1. Adjournment of Meeting
    #

    1. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned until the same day in the next week at the same time and place or to a date, time or place determined by the chairperson. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting will lapse.

    2. The chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

    3. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

    4. Except as provided in clause 25.3(c) it shall not be necessary to give any notice of an adjournment or the business to be transacted at any adjourned meeting.

  2. Voting Procedure
    #

At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by:

  1. the chairperson; or

  2. a simple majority of the Members present.

Recording of Determinations
#

Unless a poll is demanded under clause 25.4, the chairperson’s declaration shall be conclusive evidence of the result of a resolution decided by a show of hands. The declaration does not need to record the number of votes in favour or against the resolution; the result of the resolution must be recorded in the Club’s book of proceedings.

Voting at General Meetings
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Members Entitled to Vote
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Each Life Member and Member shall be entitled to one vote at General Meetings. No other Member shall be entitled to vote but shall, subject to this Constitution, have and be entitled to exercise those rights set out in clause 5.1.

Chairperson May Not Exercise Casting Vote
#

Where voting at General Meetings is equal, the chairperson may not exercise a casting vote, and the motion will be lost.

Proxy Voting
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A Member shall be entitled to appoint in writing a natural person who is also a Member of the Club to be their proxy and attend and vote at any General Meeting of the Club.

A Member shall appoint a proxy as set out in the Regulations

Postal Voting
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No motion shall be determined by a postal ballot unless determined by the Executive Committee. If the Executive Committee so determines, the postal ballot shall be conducted under the procedures as determined by the Executive Committee from time to time and as set out in the Regulations.

Grievance Procedure
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  1. The grievance procedure set out in this rule applies to disputes under these rules between a Member and:

    1. another Member; or

    2. the Club.

  2. The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within fourteen (14) days after the dispute comes to the attention of all parties.

  3. The parties are to refer the Regulations (if any) in the first instance.

  4. 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 ten (10) days, refer the dispute for resolution to a community justice centre for mediation under the Community Justice Centres Act 1983 (NSW).

  5. If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration.

  6. The Commercial Arbitration Act 1984 (NSW) applies to any such dispute referred to arbitration.

  7. The Executive Committee may prescribe additional grievance procedures in the Regulations consistent with this clause 27.0.

Records and Accounts
#

Records
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The Club shall establish and maintain proper records and minutes concerning all of its transactions, business, meetings and dealings (including those of the Club and Executive Committee).

It shall produce the records as appropriate at each Executive Committee meeting or General Meeting.

Records Kept in Accordance with the Act
#

Proper accounting and other records shall be kept in accordance with the Act.

  1. All records, minutes, and transactions, other than the books of account and financial records, shall be kept in the care and control of the Secretary.

  2. The books of account and financial records shall be kept in the care and control of the Treasurer.

Executive Committee to Submit Accounts
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The Executive Committee shall submit the Club’s statements of account to the Members at the Annual General Meeting in accordance with this Constitution and the Act.

Accounts Conclusive
#

The statements of account, when approved or adopted by an Annual General Meeting, shall be conclusive except when errors have been discovered within three (3) months after such approval or adoption.

Accounts To Be Sent to Members
#

The Secretary shall cause to be sent to all persons entitled to receive notice of Annual General Meetings in accordance with this Constitution, a copy of the statements of account, the Executive Committee’s report, and every other document required under the Act (if any).

Inspection of Books etc
#

The following documents must be open to inspection, free of charge, by a Member at any reasonable hour:

  1. records, books, minutes, and other financial documents of the Club;

  2. this Constitution; and

  3. minutes of all Executive Committee meetings and General Meetings of the Club.

Negotiable Instruments
#

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, by any two (2) duly authorised Committee Members or in such manner as the Executive Committee determines.

Income
#

Sources of Income
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Income and property of the Club shall be derived from such sources as the Executive Committee determines from time to time.

Income Applied to the Objects
#

The income and property of the Club shall be applied solely towards the promotion of the Objects.

Income and Members
#

Except as prescribed in this Constitution or the Act:

  1. 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; and

  2. no remuneration or other benefit in money or money’s worth shall be paid or given by the Club to any Member who holds any office of the Club.

Payments to Members
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Payment in good faith of or to any Member can be made for:

  1. any services actually rendered to the Club whether as an employee, a Committee Member or otherwise;

  2. goods supplied to the Club in the ordinary and usual course of operation;

  3. interest on money borrowed from any Member;

  4. rent for premises demised or let by any Member to the Club;

  5. any out-of-pocket expenses incurred by a Member on behalf of the Club; or

  6. subject to any resolution passed by the Club in General Meeting, payments may be made to a Member in pursuance of the Objects of the Club.

Receipts
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The Club must, as soon as practicable after receiving any money, issue an appropriate receipt.

Financial Year
#

The financial year of the Club is:

  1. the period of time commencing on the date of incorporation of the Club and ending on the following 31 December; and

  2. each period of 12 months after the expiration of the previous financial year of the Club, commencing on 1 January and ending on the following 31 December.

Winding Up
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  1. Subject to this Constitution the Club may be wound up in accordance with the Act.

  2. The liability of the Members to the Club is limited.

  3. Every Member undertakes to contribute to the assets of the Club in the event of it being wound up while a Member, or within one year after ceasing to be a Member, for payment of the debts and liabilities of the Club contracted before the time at which they ceased to be a Member and towards the costs, charges and expenses of winding up the Club, such an amount not exceeding one dollar ($1.00).

Distribution of Property on Winding Up
#

If upon winding up or dissolution of the Club there remains, after satisfaction of all its debts and liabilities, any assets or property, they shall not be paid to or distributed among the Members.

Instead, the assets or property shall be given or transferred to another organisation or other organisations that has Objects similar to those of the Club.

The organisation(s) must prohibit the distribution of its income and property among its Members to an extent at least as great as that imposed on the Club by this Constitution.

The organisation(s) is to be determined by the Members in a General Meeting at or before the time of dissolution.

If this does not occur, the decision is to be made by a judge of the Supreme Court of New South Wales or other court as may have or acquire jurisdiction in the matter.

Status and Compliance of Club
#

Recognition of Club
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The Club is a sub-club of the CCLC.

Relationship with CCLC
#

The Club has agreed to abide by all policies and procedures required by CCLC. The Club has informed CCLC that it is an incorporated association under the Act.

All Members are required to comply with the CCLC Code of Conduct.

All Members (unless Junior Members) are required to be financial members of CCLC.

All Junior Members must be under adult supervision at all times.

CCLC
#

The Club may not resign, disaffiliate or otherwise seek to withdraw from the CCLC without approval by Special Resolution.

Notice
#

  1. Notices may be given by the Club to any person entitled under this Constitution to receive any notice. The notice can be sent by pre-paid post or, where available, by electronic mail to the Member’s registered address or electronic mail address.

  2. Where a notice is sent by post, service of the notice shall not be effective unless it is properly addressed, post is pre-paid and the notice posted. Service of the notice is deemed to have been effected three days after such posting.

  3. Where a notice is sent by electronic mail, service of the notice shall be deemed to be effected the next business day after it was sent.

Indemnity
#

  1. Every Committee Member and employee of the Club will be indemnified out of the property and assets of the Club against any liability incurred by them in their capacity as Committee Member or employee in defending any proceedings, civil or criminal, in which judgement is given in their favour or in which they are acquitted or connected with any application in relation to any such proceedings in which relief is granted by the Court.

  2. The Club shall indemnify its Committee Members and employees against all damages and losses (including legal costs) for which any such Committee Member or employee may be or become liable to any third party in consequence of any act or omission, except wilful misconduct:

    1. in the case of a Committee Member, performed or made while acting on behalf of and with the authority, express or implied, of the Club; or

    2. in the case of an employee, performed or made in the course of, and within the scope of, their employment by the Club.

Regulations
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Executive Committee to Formulate Regulations
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The Executive Committee may formulate, issue, adopt, interpret and amend Regulations for the proper advancement, management, and administration of the Club, the advancement of the purposes of the Club and orienteering in the local area.

Such Regulations must be consistent with the Constitution and any policy directives of the Executive Committee.

Such Regulations must be consistent with the CCLC Code of Conduct or any Regulations of the CCLC.

Regulations Binding
#

All Regulations are binding on the Club and all Members.

Regulations Deemed Applicable
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All clauses, rules, by-laws and regulations of the Club in force at the date of the approval of this Constitution (as long as such clauses, rules, by-laws and regulations are not inconsistent with or have been replaced by, this Constitution) shall be deemed to be Regulations and shall continue to apply.

Bulletins Binding on Members
#

Amendments, alterations, interpretations or other changes to Regulations shall be advised to Members by means of bulletins approved by the Executive Committee and prepared and issued by the Club. The Club shall take reasonable steps to distribute information in the bulletins to Members. The matters in the bulletins are binding on all Members.

Alteration of Constitution
#

This Constitution shall not be altered except by Special Resolution.

  1. Courtesy of our friends at Kent Law Group ↩︎

The Fine Print - This article is part of a series.
Part 1: CCLC Club Policy
Part 2: Regulations
Part 3: This Article