CLUB CONSTITUTION

& BY-LAWS

ASSOCIATIONS INCORPORATION ACT (1987) (WA)

CONSTITUTION OF Fury Netball Club

PART I – OBJECTS, POWERS AND INTERPRETATION

 

NAME OF ASSOCIATION   

The name of the club is Success Fury Netball Club Inc.  The office of the club is located at 298 Yangebup Road Yangebup 6164.

 

OBJECTS OF ASSOCIATION

The objects for which the Club is established and maintained are to:
1. Foster, promote, develop and manage the game of Netball within the Success Netball Association.
2. Become affiliated with or subscribe to the Region and Netball WA or any other association or bodies whose objects are similar to the objects of the Region and Netball WA and if thought fit to withdraw or retire from any such association or body;
3. Abide by the official rules of the International Federations of Netball Associations and the interpretation thereof as determined by the International Federations of Netball Associations and/or the All Australia Netball Association Limited;
4. Promote and conduct Netball competitions and events at Association level;
5. Manage the representation of the Club in Region events;
6. Use and protect the Intellectual Property of the Club in the pursuit of these objects and the sport of Netball;
7. Promote and protect the interests of all Members and other participants of Netball;
8. To establish By-Laws, Policies & Procedures for the conduct and control of competitions and the control of players while playing netball in competitions or other matches.

POWERS OF ASSOCIATION
Solely for furthering the objects set out above the Club has, in addition to the rights, powers and privileges conferred on it under the Act, the  legal capacity and powers of a company as set out under section 124 of the Corporations Act.

 

INTERPRETATION

DEFINITIONS
In this Constitution unless the contrary intention appears, these words shall have the following meanings:
‘Act’ means the Associations Incorporation Act 1987 (WA) or any other act under which the Association may be incorporated from time to time.
‘Administrator’ means the person who is appointed under this Constitution to carry out the duties set out in Rule 30.
‘Affiliated Club’ means a registered financial netball club of the Association, which is recognized as a member of the Association under Rule 7.
‘Appointed Director’ means a director appointed under Rule 26.
‘Association’ means Success Netball Association Incorporated, being a member of the Region and Netball WA.
‘Board’ means the body consisting of the Directors under Rule 24.
‘By-Law’ means any by-law, regulation or policy made by the Board under Rule 32.
‘Corporations Act’ means the Corporations Act (Cth) 2001.
‘Delegate’ means the persons elected or appointed from time to time by an Affiliated Club to act for and on behalf of that Affiliated Club and represent the Affiliated Club at General Meetings or otherwise.
‘Director’ means a member of the Board elected or appointed in accordance with this Constitution and includes the Elected Directors and the Appointed Directors.
‘Elected Director’ means a Director elected under Rule 25.
‘Financial Year’ means the year ending 31st December in any year.
‘General Meeting’ means the annual or any special general meeting of the Association.
‘Individual Member’ means an affiliated financial individual member of the Association and Region, which is recognized as a member of the Association under Rule 7.
‘Intellectual Property’ means all rights or goodwill subsisting in copyright, business names, names, trade marks (or signs), logos, designs, patents or service marks (whether registered or registrable) relating to the Association or any event, competition or activity of or conducted, promoted or administered by the Association.
‘Life Member’ means an individual upon whom life membership of the Association has been conferred under Rule 7.3.
‘Member’ means a member for the time being of the Association under Part III of this Constitution.
‘Netball’ means the game of netball as determined by the International Federations of Netball Associations.
‘Poll’ means a count of votes.
‘Region’ means Coastal Netball Region Incorporated.
‘Seal’ means the common seal of the Association and includes any official seal of the Association.
‘Special Resolution’ means a special resolution passed in accordance with the Act and requiring 75% majority vote of the Members present and eligible to vote at a General Meeting of the Association.
‘Netball WA’ means Netball WA Incorporated, the governing body for Netball in Western Australia. 


INTERPRETATION IN THIS CONSTITUTION:
(a)     a reference to a function includes a reference to a power, authority and duty;
(b)     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;
(c)     words importing the singular include the plural and vice versa;
(d)     words importing any gender include the other genders;
(e)     references to persons include corporations and bodies politic;
(f)      references to a person include the legal personal representatives, successors and permitted assigns of that person;
(g)     a reference to a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them (whether of the same or any legislative authority having jurisdiction); and
(h)     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.


SEVERENCE
If any provision of this Constitution or any phrase contained in them is invalid or unenforceable in any jurisdiction, the phrase or provision is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable.  If the rule or phrase cannot be so read down it shall be severed to the extent of the invalidity or unenforceability.  Such severance shall not affect the remaining provisions of this Constitution or affect the validity or enforceability of any provision in any other jurisdiction.  


EXPRESSIONS IN ACT
Except where the contrary intention appears, in this Constitution, an expression that deals with a matter dealt with by a particular provision of the Act, has the same meaning as that provision of the Act.

 

PART II – MEMBERSHIP

 

MEMBERS

 

CATEGORY OF MEMBERS
The Members of the Club shall consist of:
(a)          Individual Members, who subject to this Constitution, may attend General Meetings, but have no right to debate or vote at General
                Meetings;
(b)          Life Members, who subject to this Constitution, may attend General Meetings, but have no right to debate or vote at General
                Meetings;
(c)          Such new categories of Members, created in accordance with Rule 7.2 below.

 

CREATION OF NEW CATEGORIES
The Committee has the right and power from time to time to create new categories of membership with such rights, privileges and obligations as are determined applicable (other than voting rights), even if the effect of creating a new category is to alter rights, privileges or obligations of an existing category of Members.  No new category of membership may be granted voting rights and no new category can be inconsistent with the Netball WA categories of membership, unless otherwise approved by Netball WA.

 

LIFE MEMBERS
(a)          The criteria for life membership, as determined by the Committee, shall be set out in the By-Laws. 
(b)          The Committee shall appoint a Life Member in accordance with the criteria and procedure set out in the By-Laws.
(c)          Conditions, obligations and privileges of life membership shall be as prescribed in the By-Laws.

 

7.4   DEEMING PROVISIONS
All persons who were individual members or life members of the Club prior to the time of approval of this Constitution under the Act, shall be deemed Individual Members and Life Members respectively from the time of approval of this Constitution under the Act, and will be entitled to such benefits as are conferred on them by the Club.

 

MEMBERSHIP APPLICATIONS 

 

APPLICATION FOR MEMBERSHIP
An application for new membership by an Individual Member must be:
(a)           In writing on the form prescribed by Netball WA and lodged with the Club who shall then forward it to Netball WA; and
(b)          Accompanied by the appropriate fee and by the due date.

 

DISCRETION TO ACCEPT OR REJECT APPLICATION
(a)          The Club may accept or reject an application.  If an application is rejected, upon request by the applicant, the reasons for the
                rejection of the membership application shall be provided.
(b)          Where the Club accepts an application, the applicant shall become a Member.  Membership of the Club shall be deemed to
                 commence upon acceptance of the application by the Club.  The Administrator shall ensure that the register is amended         
                 accordingly as soon as practicable.
(c)          Where the Club rejects an application, the Club shall refund any fees forwarded with the application and the application shall be
                deemed rejected by the Club.

 

MEMBERSHIP RENEWAL


(a)     Affiliated Members must:

1. Renew their membership with the Club in accordance with the procedures applicable from time to time;
2. Otherwise remain affiliated financial members of the Club in accordance with the procedures applicable from time to time; and
3. Pay the annual fees prescribed by Netball WA from time to time through the Club.

(b)     Individual Members shall:
1. Renew their membership with the Club in accordance with the procedures applicable from time to time;
2. otherwise remain affiliated financial members of the Club and the Region in accordance with the procedures applicable from time to time; and
3. Pay the annual fees prescribed by Netball WA from time to time through the Club and/or the Region.

9.2   Any Member which or who has not paid all monies due and payable by that Member to the Club, the Region or Netball WA shall (subject to the Committee’s discretion) have all rights under this Constitution immediately suspended from the expiry of the time prescribed for payment of those monies.  Such rights will be suspended until such time as the monies are fully paid or otherwise in the Board’s discretion.  In the meantime, the Member shall have no automatic right to resign from the Club, and shall be dealt with in the Committee’s discretion, which includes the right to expel, suspend, disqualify, fine, discipline or retain that Member as a Member, or impose such other conditions or requirements as the Committee considers appropriate.


10.       REGISTER OF MEMBERS
10.1     Administrator to Keep Register
The Registrar shall ensure that a register of Members is kept and maintained, in which shall be entered such information as is required under the Act from time to time.

 

11.       EFFECT OF MEMBERSHIP
Members acknowledge and agree that:
(a)          this Constitution constitutes a contract between each of them and the Association and that they are bound by the Rules and the By-Laws;
(b)          they shall comply with and observe this Constitution and the By-Laws and any determination, resolution or policy which may be
                made or passed by the Board or any duly authorized committee;
(c)          by submitting to this Constitution and the By-Laws they are subject to the jurisdiction of the Club;
(d)          this Constitution is made in pursuit of a common object, namely the mutual and collective benefit of Netball WA, the Region, the
                Association, the Club, the Members and the sport of Netball;
(e)          this Constitution and By-Laws are necessary and reasonable for promoting the objects of Netball WA, the Region, the Association,
                the Club and particularly the advancement and protection of the sport of Netball; and
(f)          they are entitled to all benefits, advantages, privileges and services of Clubs membership.


12.       DISCONTINUANCE OF MEMBERSHIP
12.1     Notice of Resignation
Subject to this Constitution any Member who has paid all monies due and payable to the Club, the Region and Netball WA and has no other liability (contingent or otherwise) to the Club, the Region and Netball WA may resign from the Club by giving one months’ notice in writing to the Association of such intention to withdraw or resign and upon the expiration of that period of notice, the Member shall cease to be a Member.  A Life Member who has paid all monies due and payable to the Club may resign by notice in writing with immediate effect.

12.2     Expiration of Notice Period
Subject to Rule 12.5 upon the expiration of any notice period applicable under Rule 12.1 an entry, recording the date on which the Member who or which gave notice ceased to be a Member shall be recorded in the register.

12.3     Forfeiture of Rights
A Member who or which ceases to be a Member, for whatever reason, shall forfeit all right in and claim upon the Club and its property 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.

12.4     Membership may be Reinstated
Membership which has lapsed, been withdrawn or terminated under this Constitution may be reinstated at the discretion of the Committee, on application in accordance with this Constitution and otherwise on such conditions as it sees fit.


13.       DISCIPLINE OF MEMBERS
13.1     Disciplinary Action
Where the Committee is advised or considers that a Member has allegedly:
(a)          breached, failed, refused or neglected to comply with a provision of this Constitution, the By-Laws or any resolution or determination of the Committee or any duly authorized committee; or
(b)          acted in a manner unbecoming of a Member or prejudicial to the objects and interests of the Club and/or the sport of Netball; or
(c)          brought the Club or the sport of Netball into disrepute; the Committee may commence or cause to be commenced disciplinary proceedings against that Member, and that Member will be subject to, and submits unreservedly to the jurisdiction, procedures, penalties and appeal mechanisms (if any) of the Club as set out in the By-Laws.

 

PART IV - GENERAL MEETINGS

 

15.       GENERAL MEETINGS
15.1       An Annual General Meeting of the Club shall be held in accordance with the provisions of the Act and this Constitution and on a date and at a venue to be determined by the Committee.
15.2       All General Meetings other than the Annual General Meeting shall be Special General Meetings and shall be held in accordance with this Constitution.

 

16.       NOTICE OF GENERAL MEETING
6.1     Notice of General Meetings
(a)         Notice of every General Meeting shall be given to the Affiliated members and Life Members at the address appearing in the register kept by the Association.  No other person shall be entitled to receive notices of General Meetings.
(b)        Notice of a General Meeting shall be given at least 30 days prior to the General Meeting and shall specify the place and day and hour  of the General Meeting.
(c)         The agenda for the General Meeting stating the business to be transacted at the General Meeting shall be given at least 30 days prior to the General Meeting, together with any notice of motion received from the Affiliated members.

16.2     Entitlement to Attend General Meeting
Notwithstanding any other Rule, no Member shall be represented at, or take part in a General Meeting, unless all monies (set in accordance with Rule 9) then due and payable to the Club, Association, the Region and Netball WA are paid.

 

17.       BUSINESS
17.1     Business of General Meetings
(a)        The business to be transacted at the Annual General Meeting includes the consideration of accounts, reports of the committee (including in relation to the activities of the Club during the preceding Financial Year), appointment of auditors and patron (if any) and the election of Directors.
(b)        All business that is transacted at a General Meeting, and also all that is transacted at the Annual General Meeting, with the exception of those matters set out in Rule 17.1(a) shall be special business.  ‘Special Business’ is business of which a notice of motion has been submitted in accordance with Rule 18.1.
No business other than that stated on the notice shall be transacted at that meeting.

 

18.       NOTICES OF MOTION
18.1 Notice of Motion to be Submitted
All notices of motion for inclusion as special business at a General Meeting must be submitted in writing (in the required form) to the Administrator not less than 30 days (excluding receiving date and meeting date) prior to the General Meeting.

 

19.       SPECIAL GENERAL MEETINGS
19.1     Special General Meetings May be Held
The Committee may, whenever it thinks fit, convene a Special General Meeting of the Club and, where, but for this Rule more than 15 months would elapse between Annual General Meetings, shall convene a Special General Meeting before the expiration of that period.

 

20.       PROCEEDINGS AT GENERAL MEETINGS
20.1     Quorum
No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business.  A quorum for General Meetings of the Club shall be not less than one half of the General Committee.

20.2     Chair of General Meetings.

The President shall, subject to this Constitution, preside as chair at every General Meeting of the Club.  If the President is not present, or is unwilling or unable to preside, the President shall choose one of the Executive Committee members present who shall, subject to this Constitution, preside as chair for that meeting only.

20.3     Adjournment of Meeting
(a)          If within half an hour from the time appointed for the General Meeting a quorum is not present the meeting shall be adjourned to such other day and at such other time and place as the chair may determine.  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.
(b)          The chair may, with the consent of any General 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 but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(c)          When a General Meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
(d)          Except as provided in Rule 20.3(c) it shall not be necessary to give any notice of an adjournment or the business to be transacted at any adjourned meeting.

20.4     Voting Procedure
At any General 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:
(a)     by the chair; or
(b)     by not less than one half of the Delegates.
(c)      If a vote is required and members cannot reach a majority decision (presidents vote is included) the President shall then have the deciding vote.

20.5     Recording of Determinations
Unless a Poll is demanded under Rule 20.4, a declaration by the chair that a resolution 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 book containing the minutes of the proceedings of the Association shall be conclusive evidence of the fact without proof of the number of the votes recorded in favour of or against the resolution.

20.6       Where Poll Demanded
If a Poll is duly demanded under Rule 20.4 it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the chair directs and the result of the Poll shall be the resolution of the meeting at which the Poll was demanded.

20.7     Resolutions at General Meetings
Except where a Special Resolution is required, all questions at General Meetings shall be determined by the majority of votes (as set out in Rule 21).  Except as otherwise provided in this Constitution, in the case of an equality of votes on a question at a General Meeting, the chair is entitled to a casting vote.

20.8     Minutes
The Secretary shall ensure that minutes of the resolutions and proceedings of each General Meeting are kept in books provided for that purpose, together with a record of the names of persons present at all meetings.

 

21.       VOTING AT GENERAL MEETINGS
21.1       Each Affiliated member shall, subject to this Constitution, 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 Rule 7.1. 

 

22.       PROXY AND POSTAL VOTING
22.1     Proxy Voting Not Permitted
Proxy voting shall not be permitted at General Meeting by general members, only Executive Committee members have the right to proxy vote.

 

PART V - THE COMMITTEE

 

23.       POWERS OF THE Committee
23.1      Subject to the Act and this Constitution the business of the Club shall be managed, and the powers of the Club shall be exercised, by the Committee.  In particular, the Committee as the controlling authority of the Club shall be responsible for acting on all issues in accordance with the objects of the Club and shall operate for the collective and mutual benefit of the Club and the sport of Netball and shall:
(a)          Govern the sport of Netball in accordance with the objects of the Club;
(b)         Determine major strategic directions of the club;
(c)          Review the Club’s performance in achieving its pre-determined aims, objectives and policies; and
(d)         Manage association responsibilities.

 

24.       COMPOSITION OF THE EXECUTIVE COMMITTEE
24.1    Executive  Committee Composition
The Executive Committee shall comprise of:
1. Four Elected Members elected in accordance with Rule 25;
2.  Members include President, vice president, secretary and treasurer 

 

25.       ELECTION OF ELECTED DIRECTORS
25.1     Qualifications for Elected Directors
(a)          Nominees for Elected Director positions on the Committee must meet the qualifications as prescribed from time to time by the Committee and set out in the By-Laws.
(b)          Elected Directors should have knowledge of Netball and its stakeholders and a commitment to the development of Netball.
(c)          Nominees for Elected Director positions on the Committee must declare any position they hold in another Club, Region, including as an office bearer, director or a paid appointee.

25.2     Elections of Elected Directors
(a)         The Secretary shall call for nominations 30 days before the date of the Annual General Meeting.  All Regions shall be notified of the call                    for nominations.
(b)         Nominations for Elected Directors must be:
(c)         Nominations must be received by the Secretary at least 7 days prior to the Annual General Meeting.
(d)          If the number of nominations received for 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 only be elected if they are elected by the Members by secret ballot in such usual and proper manner as the chair directs.  If the nominees are not elected or if there are vacancies to be filled, further nominations shall be called from the floor.
(e)          If the number of nominations exceeds the number of vacancies to be filled, a secret ballot shall be taken in such usual and proper manner the chair directs.
(f)          The voting shall be conducted by preferential voting, the procedure for which will be detailed in By-Laws.

25.3     Term of Appointment
(a)          Elected Directors shall be elected in accordance with this Constitution for a term of one year, which shall commence from the conclusion of the Annual General Meeting at which the election occurred until the conclusion of the Annual General Meeting following. 

 

27.       VACANCIES OF BOARD MEMBERS
27.1     Grounds for Termination of Director
In addition to the circumstances in which the office of a Director becomes vacant by virtue of the Act, the office of a Director becomes vacant if the Director:
(a)         dies;
(b)         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;
(c)         resigns her office in writing to the Association;
(d)         is absent without the consent of the Board from four consecutive meetings of the Board;
(e)         holds any office of salaried employment of the Association without approval of the Board in accordance with Rule 29;
(f)          without the prior consent or later ratification of the Members in General Meeting holds any position of profit under the Association;
(g)         is directly or indirectly interested in any contract or proposed contract with the Association and fails to declare the nature of her interest;
(h)         is removed from office by Special Resolution under Rule 27.2; or
(i)          would otherwise be prohibited from being a director of a corporation under the Corporations Act or is disqualified from office under the Act.

27.2     Removal of a Director
(a)          The Committee in a General Meeting may by Special Resolution remove any Director, before the expiration of their term of office. If a Director is removed in accordance with this Rule the office of the Director becomes vacant and shall be filled in accordance with the procedure set out in Rule 27.3.
(b)          Where the Director to whom a proposed resolution referred to in Rule 27.2(a) makes representations in writing to the Secretary and requests that such representations be notified to the Members, the Secretary may send a copy of the representations to each Affiliated Member or, if they are not so sent, the Director may require that they be read out at the meeting, and the representations shall be so read.

27.3     Casual Vacancies
(a)          A vacancy in the position of an Elected Director shall be filled by the Directors until the next Annual General Meeting of the Club.  If the term of the Elected Director has not expired, the Members shall vote to fill the vacancy for the remainder of the Director’s term.
(b)          Any Appointed Director casual vacancy may be filled by the Elected Directors from among appropriately qualified persons, for the remainder of the Director's term.

27.4     Remaining Directors May Act
In the event of a casual vacancy or vacancies in the office of a Director, the remaining Directors may act but, if the number of remaining Directors 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 Directors to a number sufficient to constitute such a quorum.

 

28.       MEETINGS OF THE COMMITTEE
28.1     Committee to Meet
The Committee shall meet as often as is deemed necessary in every calendar year for the dispatch of business and may adjourn and, subject to this Constitution otherwise regulate, its meetings as it thinks fit.  The Secretary shall, on the requisition of two Directors, convene a meeting of the Board within 30 days.

28.2     Decisions of Committee
Subject to this Constitution, questions arising at any meeting of the Board shall be decided by a majority of votes and all questions so decided shall for all purposes be deemed a determination of the Board.  All Directors shall have one vote on any question.  The chair shall also have a casting vote where voting is equal.

28.3     Resolutions not in Meeting
(a)          A resolution in writing, signed or assented to by telegram, cablegram, radiogram, facsimile, telex, electronic mail or other form of visible or other electronic communication by all the Directors shall be as valid and effectual as if it had been passed at a meeting of Directors duly convened and held.  Any such resolution may consist of several documents in like form each signed by one or more of the Directors.
(b)          Without limiting the power of the Committee to regulate their meetings as they think fit, a meeting of the Committee may be held where one or more of the Directors is not physically present at the meeting, provided that:
(i)           all persons participating in the meeting are able to communicate with each other effectively, simultaneously and instantaneously, whether by means of telephone or other form of communication;
(ii)          notice of the meeting is given to all the Directors entitled to notice in accordance with the usual procedures agreed upon or laid down from time to time by the Board and such notice specifies that Directors are not required to be present in person;
(iii)          in the event that a failure in communications prevents condition (i) from being satisfied by that number of Directors which constitutes a quorum, and none of such Directors are present at the place where the meeting is deemed by virtue of the further provisions of this Rule to be held, then the meeting shall be suspended until condition (i) is satisfied again.  If such condition is not satisfied within 15 minutes from the interruption the meeting shall be deemed to have terminated;
(iv)         any meeting held where one or more of the Directors is not physically present shall be deemed to be held at the place specified in the notice of meeting provided a Director is there present and if no Director is there present the meeting shall be deemed to be held at the place where the chair is located.

28.4     Quorum
At meetings of the Board the number of Directors whose presence (or participation under Rule 28.3) is required to constitute a quorum is the majority but not less than one half Directors.

28.5     Notice of Committee Meetings
Unless all Directors agree to hold a meeting at shorter notice (which agreement shall be sufficiently evidenced by their presence) not less than seven days oral or written notice of the meeting of the Board shall be given to each Director by the Administrator.  The agenda shall be forwarded to each Director not less than three days prior to such meeting.

28.6     Validity of Committee Decisions
A procedural defect in decisions taken by the Committee shall not result in such decision being invalidated.

28.7     Chair of Committee Meeting
The President shall preside at every meeting of the Board.  If the President is not present, or is unwilling or unable to preside, the President shall choose one of their number to preside as chair for that meeting only.

 

29.       CONFLICTS
29.2     Conflict of Interest
A Director shall declare her interest in any:
(a)     contractual matter;
(b)     selection matter;
(c)     disciplinary matter; or
(d)     other financial matter;
in which a conflict of interest arises or may arise, and shall absent herself from discussions of such matter and shall not be entitled to vote in respect of such matter.  If the Director votes, the vote shall not be counted.  In the event of any uncertainty as to whether it is necessary for a Director to absent herself from discussions and refrain from voting, the issue should be immediately determined by vote of the Board, or if this is not possible, the matter shall be adjourned or deferred.

29.3     Disclosure of Interests
The nature of the interest of such Director must be declared by the Director at the meeting of the Board at which the contract or other matter is first taken into consideration if the interest then exists or in any other case at the first meeting of the Board after the acquisition of the interest.  If a Director becomes interested in a contract or other matter after it is made or entered into the declaration of the interest must be made at the first meeting of the Board held after the Director becomes so interested. 

29.4     Recording Disclosures
It is the duty of the Administrator to ensure that any declaration made or any general notice given by a Director in accordance with Rule 29.3 is recorded in the minutes.

 

30.       SECRETARY
30.3     Specific Duties
The Secretary shall:
(a)          As far as practicable attend all Committee meetings and General Meetings;
(b)          In conjunction with the President prepare the agenda for all Committee Meetings and all General Meetings;
(c)          Ensure that minutes of the proceedings of all meetings of the Committee and the Club are both prepared and recorded; and
(d)          Regularly report on the activities of, and issues relating to, the Club.

30.4     Broad Power to Manage
Subject to the Act, this Constitution, the By-Laws and any directive of the Club, the Secretary has power to perform all such things as appear necessary or desirable for the proper management and administration of the Club. 

 

PART VI – MISCELLANEOUS

 

32.       BY-LAWS
32.1     Board to Formulate By-Laws
The Committee may (by itself or by delegation to a committee) formulate, approve, issue, adopt, interpret and amend such by-laws, regulations and policies (‘By-Laws’) for the proper advancement, management and administration of the Club, the advancement of the objects of the Club and the sport of Netball as it thinks necessary or desirable.  Such By-Laws must be consistent with this Constitution.

32.2     By-Laws Binding
All By-Laws made under this Rule shall be binding on the Club and Members.

32.3     By-Laws Deemed Applicable
All by-laws, regulations and policies of the Club in force at the date of the approval of this Constitution under the Act insofar as such by-laws, regulations and policies are not inconsistent with, or have been replaced by this Constitution, shall be deemed to be By-Laws under this Rule.

 

33.       RECORDS AND ACCOUNTS
33.1     Administrator to Keep Records
The Administrator shall ensure that proper records and minutes concerning all transactions, business, meetings and dealings of the Club and the Committee are established and maintained and shall produce these as appropriate at each Committee meeting or General Meeting.

33.2     Records Kept in Accordance with Act
Proper accounting and other records shall be kept in accordance with the Act, generally accepted accounting principles and/or any applicable code of conduct.  The books of account shall be kept in the care and control of the Secretary.

33.3     Inspection of Records
Subject to privacy and commercial considerations, the Committee may in its discretion make the records, books and other documents of the Club available for inspection (but not copying) by an Affiliated Member at any reasonable hour.  The Committee may impose reasonable charges in relation to such inspection. 

33.4     Committee to Submit Accounts
The Committee shall submit to the Annual General Meeting the accounts of the Club in accordance with the Act.

33.5     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 two persons appointed in writing by the Committee.

 

34.       AUDITOR
34.1       A properly qualified auditor or auditors may be appointed and the remuneration of such auditor or auditors fixed by the Committee.  The auditor’s duties shall be regulated in accordance with the Act, or if no relevant provisions exist under the Act, in accordance with generally accepted accounting principles and/or any applicable codes of conduct.

35.       NOTICE
35.1     Manner of Notice
(a)          Notices may be given by the Administrator to any Member by sending the notice by post or facsimile transmission or where available, by electronic mail, to the Member’s registered address, facsimile number or electronic mail address.
(b)          Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing and posting the notice. Service of the notice is deemed to have been effected seven days after posting.
(c)          Where a notice is sent by facsimile transmission, service of the notice shall be deemed to be effected upon receipt of a confirmation report confirming the facsimile was sent to/or received at the facsimile number to which it was sent.
(d)          Where a notice is sent by electronic mail, service of the notice shall be deemed to be effected upon receipt of a confirmation report confirming the electronic mail message was received at the electronic mail address to which it was sent.

35.2     Notice of General Meeting
Notice of every General Meeting shall be given in the manner authorised and to the persons entitled to receive notice under this Constitution.

37.       ALTERATION OF CONSTITUTION

37.1       This Constitution shall not be altered except by Special Resolution.

38.       INDEMNITY
38.1     Directors to be Indemnified
Every Director, auditor, manager, employee or agent of the Club shall be indemnified to the extent provided under the directors and officers insurance policy of the Club (if any) against any liability incurred by her in her capacity as Director, auditor, manager, employee or agent in defending any proceedings, whether civil or criminal, in which judgement is given in her favour or in which she is acquitted or in connection with any application in relation to any such proceedings in which relief is, under the Act, granted to her by the Court.

38.2     Club to Indemnify
The Club shall indemnify its Directors and Members to the extent provided under the directors and officers insurance policy of the Club against all damages and costs (including legal costs) for which any such Director or Member may be or become liable to any third party in consequence of any act or omission except wilful misconduct:
(a)          in the case of a Director, performed or made whilst acting on behalf of and with the authority, express or implied of the Club; and
(b)          in the case of an employee, performed or made in the course of, and within the scope of his or her employment by the Club.

 

39.       WINDING UP
39.1       Winding Up of the Club
Subject to this Rule 39, the Club may be wound up in accordance with the provisions of the Act.

39.2     Liability of Members
The liability of the Members of the Club is limited.

39.3     Members’ Contributions
The Affiliated Members undertake 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 the Affiliated Member ceases to be a Member, and the costs, charges and expenses of winding up, such amount not exceeding $1.00.

39.4     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, the same shall not be paid to or distributed amongst the Members of the Association but shall be given or transferred to some body or bodies being incorporated associations under the Act or for charitable purposes.  Such body or bodies to be determined by the Members of the Club at or before the time of dissolution, and in default thereof by such judge of the relevant Supreme Court or such other court as may have or acquire jurisdiction in the matter.

 

40.       SOURCE OF FUNDS
40.1       The funds of the Club may be derived from annual membership subscriptions, fees and levies payable by Members, donations, grants, sponsorships and such other sources as the Committee determines.

 

41.       APPLICATION OF INCOME
41.1       Income and Property Applied to Objects
The income and property of the Club shall be applied solely towards the promotion of the objects of the Club as set out in this Constitution.

41.2     No Income to Members
Except as prescribed in this Constitution:
(a)          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
(b)          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 Association.

41.3     Payments in Good Faith
Nothing contained in Rule 41.2 shall prevent payment in good faith of or to any Member for:
(a)          any services actually rendered to the Club whether as an employee or otherwise;
(b)          goods supplied to the Club in the ordinary and usual course of operation;
(c)          interest on money borrowed from any Member;
(d)          rent for premises demised or let by any Member to the Club;
(e)          any out-of-pocket expenses incurred by the Member on behalf of the Club; or
(f)            any other reason;
provided that any such payment shall not exceed the amount ordinarily payable between ordinary commercial parties dealing at arm’s length in a similar transaction

 

42.         GRIEVANCE PROCEDURE
42.1       Grievance by a Member
Where a Member of the Club has a grievance with another Member or with the Committee (but not being any of the grounds set out in Rule 13) and that Member considers the grievance warrants investigation and action by the Club, the Member shall follow the procedure set out in this Rule 42.

42.2       Grievances Officer
The Member shall contact, either by telephone or in writing, the clubs's grievances officer (‘Grievance Officer’), appointed by the committee (but not a member of the committee), and advise they have a grievance which they wish to discuss.  The identity of the nominated Grievances Officer will be communicated to all Members of the club by written notice.  Where a grievance is to be submitted in writing it should be addressed clearly to the Grievances Officer and marked ‘Private & Confidential’.

42.3       Action by Grievances Officer
(a)          Where a grievance has been received by the Grievances Officer they shall, as soon as practicable, meet with, or discuss the grievance with the aggrieved Member.  The Grievances Officer may take whatever steps and conduct whatever investigations necessary to determine whether the grievance is legitimate.
(b)          Where the Grievances Officer determines the grievance is legitimate they shall take all reasonable steps to resolve the grievance.
(c)          Where the Grievances Officer determines the grievance is not legitimate they shall advise the aggrieved Member accordingly.  If the aggrieved Member is not satisfied with the Grievances Officer’s determination they may take whatever further action they consider necessary or appropriate.
(d)          Where the Grievances Officer is unable to resolve a grievance or considers the grievance of a very serious nature they shall report the grievance to the Administrator and/or the Board for action.
(e)          All grievances received by the Grievances Officer, and all information surrounding the circumstances of a grievance which is discovered by the Grievances Officer on investigation shall be confidential and may be communicated only to the Administrator and/or the Board.

42.4     Procedures by Grievances Officer
In investigating a grievance and/or determining its legitimacy, the Grievances Officer shall observe and apply the procedures applicable to a proceeding under Rule 13, in so far as they are applicable.