Holland Park Sports and Community Club Inc.
Level 21, Riverside Centre123 Eagle StreetBrisbane Qld 4000
Tel: 07 3224 0222Fax: 07 3224 0333
Ref: 105051.1269979
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Level 21, Riverside Centre123 Eagle StreetBrisbane Qld 4000
Tel: 07 3224 0222Fax: 07 3224 0333
Ref: 121204
Holland Park Sports and Community Club Inc.
Constitution
6 November 2016
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Constitution
TABLE OF CONTENTS
1 NAME 5
2 INTERPRETATIONS AND DEFINITIONS 5
3 OBJECTIVES 5
4 AFFILIATION 6
5 POWERS 6
6 CLASSES OF MEMBERS 6
7 ACCEPTANCE OF RULES BY MEMBERS 7
8 NOTICES TO MEMBERS 7
9 BOWLS MEMBERS 8
10 PLAYER COMMITMENTS 10
11 ADMISSION AND REJECTION OF BOWLS MEMBERS 10
12 REGISTER MEMBERS 11
13 LEAVE OF ABSENCE BOWLS MEMBERS 11
14 RESIGNATION AND OR TERMINATION BOWLS MEMBERS 12
15 DISCIPLINE OF BOWLS MEMBERS 12
16 SUSPENSION AND OR TERMINATION OF SOCIAL MEMBERS 13
17 PROHIBITION ON USE OF INFORMATION ON REGISTER OF MEMBERS 13
18 FORMATION OF SECTIONS AND SUB-SECTIONS 13
19 MEMBERSHIP OF COMMITTEE 13
20 RESIGNATION, REMOVAL OR VACATION OF COMMITTEE MEMBER 14
21 VACANCIES ON THE COMMITTEE 15
22 FUNCTIONS OF THE COMMITTEE 15
23 MEETINGS OF THE COMMITTEE 16
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24 QUORUM FOR AND ADJOURNMENT OF COMMITTEE MEETING 16
25 SPECIAL MEETING OF COMMITTEE 17
26 MINUTES OF COMMITTEE MEETINGS 17
27 APPOINTMENT OF SUB-COMMITTEES 17
28 ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS 18
29 RESOLUTIONS OF COMMITTEE WITHOUT MEETING 18
30 ANNUAL GENERAL MEETING (AGM) 18
31 QUORUM FOR, AND ADJOURNMENT OF, GENERAL MEETING 18
32 PROCEDURE AT GENERAL MEETING 19
33 PROXIES 19
34 VOTING AT GENERAL MEETING 20
35 SPECIAL GENERAL MEETING (SGM) 20
36 MINUTES OF GENERAL MEETINGS 21
37 BY-LAWS 21
38 ALTERATION OF RULES 21
39 COMMON SEAL 21
40 FUNDS AND ACCOUNTS 22
41 MEMBERSHIP FEES 22
42 AUDIT 22
43 DOCUMENTS 22
44 FINANCIAL YEAR 22
45 DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY 23
46 INVESTMENTS 23
47 INCOME AND PROPERTY OF THE CLUB 23
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Holland Park Sports and Community Club Inc.
Constitution
1 NAME
1.1 The name of the incorporated association shall be HOLLAND PARK SPORTS AND COMMUNITY CLUB INC. ("the Club")
2 INTERPRETATIONS AND DEFINITIONS
2.1 In these Rules Act means the Associations Incorporation Act 1981.
2.2 A word or expression that is not defined in these Rules, but is defined in the Act has, if the context permits, the meaning given by the Act.
2.3 The following definitions apply in these Rules:
(a) The Club means the above-named Club
(b) Bowls Club means any bowls club in Australia, affiliated with the governing body for bowls in that State or Territory of Australia
(c) The Constitution means the Constitution of the Club in force for the time being
(d) GDBA means Gateway District Bowls Association
(e) Member means any member of the Club
(f) Bowls Member means any Member of the of the class of Members described as Bowls Members and includes Ordinary Bowls Members, Junior Bowls Members and Bowls Life Members
(g) Board Member or Board Members means a member of the Board or all of the members of the Board
(h) Board means the Management Committee of the Club
(i) BA means Bowls Australia
(j) BQ means Bowls Queensland
(k) AGM means Annual General Meeting of the Club
(l) SGM means Special General Meeting of the Club
(m) Financial Year means the period from 1 October to 30 September
(n) Membership Year means the period from 1 October in any year to 30 September in the following year
(o) Chief Executive is the person set out in the Act.
3 OBJECTIVES
3.1 The objectives for which the Club is established are to:
(a) Advance and promote the game of bowls
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(b) Provide the best possible standard of facilities for Members for the social and competitive playing of the game of bowls in accordance with the laws of the game prescribed by a controlling body
(c) Provide, develop and promote such activities as from time to time are deemed appropriate to provide good fellowship between Members of the Club, their guests and guests of the Club or any Section thereof
(d) Promote and enhance the game of bowls within the community
(e) Promote such other sports, games, amusements and recreations as the Club deems expedient for the benefit of its Members and their guests
(f) Carry on all such lawful activities as may be necessary or convenient for the purpose of the Club.
4 AFFILIATION
4.1 The Club shall:
(a) Affiliate with BQ and accept and abide by the Rules and By-laws of BQ in so far as they apply to the game of bowls
(b) Be a member of GDBA and accept and abide by the Rules and By-laws of GDBA in so far as they apply to the game of bowls
(c) Renew its affiliation with BQ each year in accordance with the Constitution of BQ and forward the annual affiliation fee direct to BQ. BQ shall notify the GDBA of payments.
(d) Renew its membership with GDBA each year in accordance with the Rules of GDBA and pay annual membership fees to the GDBA
(e) Elect a delegate(s) to GDBA in accordance with the Rules and By-laws of the GDBA
(f) Provide advice to BQ and to GDBA within fourteen (14) days of any event which would affect the status of the Club's affiliation with BQ, the legal status of the Club and/or any changes or amendments to the Club's Constitution
(g) Not make, amend or repeal a Rule or By-law in relation to the playing of the game of bowls that conflicts with the Rules and By-laws of BA, BQ or the GDBA.
5 POWERS
The Club has the powers of an individual.
6 CLASSES OF MEMBERS
6.1 The membership of the Club consists of the following classes of Members:
(a) Bowls membership.
Bowls Members will belong to one of the following sub classes of Bowls Membership –
(i) Ordinary Bowls Membership
(ii) Junior Bowls Membership
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(iii) Bowls Life Membership
(iv) Club Bowler Membership
(b) Temporary Membership.
(c) Social Members.
6.2 Each Member of each class shall be bound by this Constitution as amended from time to time.
6.3 The numbers of Members in each class may be limited as the Board may from time to time determine.
7 ACCEPTANCE OF RULES BY MEMBERS
7.1 All Members on admission shall be deemed to have agreed to be bound by the Constitution, Rules and By-Laws of the Club for the time being in force.
8 NOTICES TO MEMBERS
8.1 Notice or letter sent by either
(a) ordinary or pre-paid mail to the last address recorded in the Club's Registers of Members; or
(b) email to the last electronic address recorded in the Club’s Registers of Members;
shall be deemed to be good and sufficient notification to the member of the matters set out therein and such notices of motion or letters or emails shall be deemed to have been received on the day which:
(c) in the ordinary course of the post they would have been delivered; or
(d) in relation to email, the time when the email is registered in the ‘sent’ box and when no notice of non-delivery is received by the Club within 24 hours from that time.
It shall be the duty of each member to notify the Secretary of any change to their postal address and or their email address.
9 BOWLS MEMBERS
9.1 Ordinary Bowls Members
(a) To be eligible for membership as an Ordinary Bowls Member a person must be:
(i) Not less than 18 years of age
(ii) Interested in the game of bowls
(iii) Of good repute and character
(iv) Prepared to support and promote the welfare of the Club and the game of bowls
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(v) Free of indebtedness to any Bowls Club, and GDBA or any State Bowls Authority, and not under an order or notice of suspension or expulsion from any Bowls Club or DBA
(vi) Able to present a clearance, if that person is or has been a member of any Bowls Club.
(b)
(i) Every applicant for Ordinary Bowls Membership of the Club shall be proposed by one Bowls Member of the Club (excluding a Junior Bowls Member) and seconded by another Bowls Member (excluding a Junior Bowls Member).
(ii) The application for membership shall be made in writing, signed by the applicant and the proposer and seconder and shall be in such form as the Committee may determine from time to time.
(c) Ordinary Bowls Members shall be entitled to all privileges of the Club and shall be entitled to vote at General Meetings of the Club and nominate and be nominated for election.
9.2 Junior Bowls Members
(a) To be eligible for membership as a Junior Bowls Member a person must be interested in the game of bowls, of good repute and character and be under the age of eighteen (18) years.
Every applicant for Junior Bowls Membership of the Club shall be proposed by one Bowls Member of the Club (excluding a Junior Bowls Member) and seconded by another Bowls Member (excluding a Junior Bowls Member). The application for membership shall be made in writing, signed by the applicant and the proposer and seconder and shall be in such form as the Committee may determine from time to time.
(b) Junior Bowls Members shall:
(i) Not be entitled to vote, nor to nominate Members for election, nor to nominate other persons to membership of the Club;
(ii) Be entitled to play bowls in any Club or District competition according to the conditions laid down for the playing of the event
(c) On attaining the age of eighteen (18) years and following approval by the Committee, a Junior Member shall become an Ordinary Bowls Member without having to make a further application for membership.
9.3 Bowls Life Members
(a) The Committee may propose (at any AGM of the Club) an Ordinary Bowls Member to be elected as a Bowls Life Member of the Club, after having bowls membership for 10 years and rendered services to the Club over and above normal service expected of a member during that period. Such election shall be by resolution of a three quarters majority of Members present and entitled to vote at any AGM of the Club. Members so honoured shall be free to enjoy all privileges and exercise all rights of Ordinary Bowls Membership, but shall be exempt from the payment of annual subscriptions.
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(b) Bowls Life Members shall be entitled to all privileges of the Club and shall be entitled to vote at the General Meetings of the Club and nominate and be nominated for election.
9.4 Temporary Members
(a) The following persons, who must be over 18 years of age, may be admitted to the Club as Temporary Members
(i) Overseas or interstate visitors and intrastate visitors whose principal place of residence is outside the distance from the Club as prescribed by liquor licensing acts or regulations.
(ii) An applicant for bowls or Social Membership of the Club for a period up to 30 days from receipt of such application by the Club.
(b) Temporary Members shall not be entitled to vote at General Meetings of the Club and nominate and be nominated for election.
9.5 Social Members
This category of Member shall be entitled to the social privileges of the Club but shall not be entitled to hold any office in the Club nor to take part in, nor to vote at meetings of the Club, nor to nominate persons to membership of the Club or for election, nor to take part in the game of bowls, except on any occasion when persons other than Members may be playing bowls on the invitation of the Committee.
9.6 Application for Social Membership
An application for Social Membership may be rejected at the sole discretion of either:
(a) the Club Manager and at least one Committee Member; or
(b) by any two Committee Members.
Upon completion of an application, in a form determined by the Committee from time to time, and upon receipt of the application fee amount, as determined by the Committee from time to time,
(a) the Club Manager and at least one Committee Member; or
(b) any two Committee Members,
may confer Social Membership to the applicant.
9.7 Club Bowler Members
This category of Member shall be entitled to the privileges of the Club and will be entitled to hold any office in the Club, vote at meetings of the Club and to nominate persons to membership of the Club. The Club Bowler may take part in bowls games on occasions when bowls approved attire is not mandatory, but must always wear approved bowls footwear. The Club Bowler is not eligible to play in Club championships, pennants or other events requiring affiliation to Bowls Queensland.
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10 PLAYER COMMITMENTS
10.1 When a Bowls Member of the Club has been called to fulfil a BA, BQ, GDBA or Club commitment, on any day on which that member is drawn to play in a BA, BQ, GDBA or Club commitment, the onus shall be on the Club’s Bowls Member to notify BQ, GDBA or the Club, as the case may be, that they are not available to play.
10.2 The BA, BQ, GDBA or Club may define circumstances, which it will not accept as a valid reason for a player’s unavailability. However, a substitute is not to be permitted if an intended player enters another competition scheduled to be played at the same time. The intended player must choose which event to contest and a replacement player shall be allowed by BA, BQ, GDBA or Club in the other event, under the relevant BA Domestic Regulation.
11 ADMISSION AND REJECTION OF BOWLS MEMBERS
11.1 Proposals for Ordinary Bowls, Club Bowler and Junior Bowls Membership of the Club must be made in writing on a form prescribed by the Board. The name of applicants for Ordinary Bowls, Club Bowler and Junior Bowls Membership, together with the names of the proposer and seconder, must be displayed on the Club notice board for seven (7) days prior to being considered by the Board. Any Bowls Member or Bowls Members may object to any application for bowls membership by delivery of a confidential written objection to the Secretary. At the next meeting of the Board after the expiration of these seven (7) days such application, and any objections from Members, shall be considered by the Board, which shall thereupon determine upon the admission or rejection of the applicant. All applicants shall be considered in the order of lodgement.
11.2 Any applicant who received a three quarters majority of the votes of the Board Members present at the meeting at which such application is being considered shall be accepted as a member to the class of membership applied for. Upon the acceptance or rejection of an application for any class of membership the Secretary shall forthwith give the applicant notice in writing of such acceptance or rejection. The Board is not required to give a reason for the rejection of an application and all fees shall be refunded to the unsuccessful applicant.
11.3 Any applicant who has been rejected by the Board shall not be proposed for membership during the following twelve (12) months unless otherwise agreed at the sole discretion of the Board.
11.4 There shall be no appeal against rejection of an application for membership.
12 REGISTER MEMBERS
12.1 Register of Bowls Members
(a) The Board shall keep a register of Bowls Members in which shall be entered:
(i) Name, address, telephone number and email address
(ii) Date and class of membership granted
(iii) Major club or district offices and achievements and qualifications including
1. Date of appointment;
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2. Relevant certificate numbers and expiry dates.
(iv) Resignations and terminations of membership.
12.2 Register of Social Members
The Board shall keep a register of current Social Members in which shall be entered their name, address, telephone number and email address.
13 LEAVE OF ABSENCE BOWLS MEMBERS
Bowls Members may apply for leave of absence. All applications for leave of absence shall be in writing and shall be considered by the Board. When leave of absence is granted, the Members seeking such leave shall be exempted from the payment of the subscription for the period granted. Members on leave shall not vote, nor take part in any meeting of the Club.
14 RESIGNATION AND OR TERMINATION BOWLS MEMBERS
14.1 A resignation from bowls membership shall not be valid unless it has been received in writing by the Secretary of the Club. A member shall not be deemed to have resigned from the Club unless the resignation is in writing, and is delivered, or posted or emailed to the Secretary of the Club. No such resignation shall relieve any person from the payment of any subscription or other money due or payable by the member at the time of resignation. The resignation of any member shall involve the automatic forfeiture of all rights and privileges in respect of all Club matters and property.
14.2 Any Bowls Member failing to give written notice to the Secretary prior to the end of the Financial Year of their intended resignation shall be liable for the current year's subscription fee, and any other money owed to the Club by them. The Board may remove from the list of Members the name of any person whose subscription is three (3) months in arrears. Any such person so removed from membership who desires re-admission shall tender payment of all arrears and apply in accordance with the provisions under "Admission and Rejection of Bowls Members".
15 DISCIPLINE OF BOWLS MEMBERS
15.1 The Board has powers to make by-laws in relation to the discipline of Members.
15.2 All discipline or complaint related issues in regard to the Club’s Bowls Members which arise at, or in connection with the Club, will be dealt with in accordance with the Club’s Discipline and Member Protection Policies and if the Club has no such policies, such matters will be dealt with in accordance with the BQ Discipline and Member Protection Policies.
15.3 If such Disciplinary Policies are unavailable or inappropriate to deal with the issues then at the election of the Board the following shall apply:
(a) The Board may terminate a member's membership if the member:
(i) Is convicted of an indictable offence; or
(ii) Does not comply with any of the provisions of these rules; or
(iii) Has membership fees in arrears for at least 2 months; or
(iv) Conducts himself or herself in a way considered to be injurious or prejudicial to the character or interest of the association.
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(b) Before the Board terminates a member's membership, the Board must give the member a full and fair opportunity to show why the membership should not be terminated.
(c) If, after considering all representations made by the member, the Board decides to terminate the membership, the Secretary of the Board must give the member a written notice of the decision.
(d) There shall be no appeal against the decision of the Board.
16 SUSPENSION AND OR TERMINATION OF SOCIAL MEMBERS
16.1 At the discretion of either:-
(a) the Club Manager and at least one Board Member; or
(b) any two Board Members, a Social Member's privileges may be terminated, in part or in full.
Notice of such termination may be given in any appropriate form and is final.
17 PROHIBITION ON USE OF INFORMATION ON REGISTER OF MEMBERS
17.1 A Member of the Club may request the Club to provide them with a copy of the information held by the Club in relation to them.
17.2 A Member of the Club must not:
(a) Use information obtained from the register of Members of the Club to contact or send material to, another member of the Club for the purpose of advertising for political, religious, charitable or commercial purposes; or
(b) Disclose information obtained from the register to someone else, knowing that the information is likely to be used to contact, or send material to, another member of the Club for the purpose of advertising for political, religious, charitable or commercial purposes.
17.3 Clause 17.2 does not apply if the use or disclosure of the information is approved by the Club.
18 FORMATION OF SECTIONS AND SUB-SECTIONS
18.1 The Board may create Sections and Sub-sections of the Club upon the receipt of a written application or request from financial Members of the Club interested in forming such Sections or Sub-sections of the Club within or outside the premises of the Club.
18.2 The membership of each and every Section and Sub-section of the Club shall be restricted to financial Members of the Club.
18.3 Each Section and Sub-Section shall make regular written reports to the Board together with all minutes of the meetings held by the Section and Sub-Section.
18.4 Each Section and Sub-Section shall present to the Board by the 1st May each year a complete programme of their activities and events for the forthcoming financial year together with a budget to cover the expenses of their programme.
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18.5 A Section or Sub – Section may make recommendations to the Board and has no powers to make decisions on behalf of the Board or the Club.
19 MEMBERSHIP OF BOARD
19.1 The Management Committee of the Club shall consist of a Chairman, Vice Chairman, Secretary, Treasurer, Greens Director, Gaming Director, Games Director.
19.2 All Board Members shall be financial Bowls Members of the Club but Junior Bowls Members are not eligible.
19.3 No person holding office in any other Bowls Club shall be eligible to hold office simultaneously on the Board.
19.4 Save as is otherwise provided in these Rules and subject thereto, every office bearer of the Board shall be elected by Bowls Members and Club Bowler Members excluding Junior Bowls. Members shall hold office from the conclusion of the election at which they are elected until their term of office as detailed below is completed:
19.5
(a) Chairman, Vice Chairman, Secretary and Gaming Director: The term of these offices will conclude at the third AGM after the registration of these Rules. Thereafter, the term of office of these positions will be 2 years
(b) Treasurer, Greens Director and Games Director: The term of these offices will conclude at the second AGM after the registration of these Rules. Thereafter, the term of office of these positions will be 2 years.
19.6 Except as otherwise provided, each office bearer of the Board shall hold office from the conclusion of their election until the declaration of election results at the AGM when their term of office expires. Election of Board Members shall take place as described in the by-laws. If there is only one nominee for a Board position that person should not be automatically declared elected at the meeting when elections are being declared.
19.7 A single nomination for a position shall be subject to ballot. The original proposer and seconder to the nomination shall be accepted as the mover and seconder to the motion for election and this motion shall be subject to discussion as with any ordinary motion. The motion is then put to the vote and the nominee is elected thereby, or rejected, according to the result of the ballot. If the nominee is rejected, then the position will become subject to a casual vacancy and will be dealt with in line with clause 21, below.
19.8 Any existing Board Member may nominate for another position on the Board (which position becomes vacant or due for re-election) during the existing member's term of office on the Board. No member can hold more than one position on the Board. In the event of an existing office bearer of the Board winning the election for a vacant position, that office bearer must resign immediately from the position held prior to the most recent election.
20 RESIGNATION, REMOVAL OR VACATION OF BOARD MEMBER
20.1 A Board Member may resign from the Board by giving written notice of resignation to the Secretary.
20.2 The resignation takes effect at:
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(a) The time the notice is received by the Secretary, or
(b) If a later time is stated in the notice—the later time.
20.3 A Board Member may be removed from office at a General Meeting of the Club if a majority of the Members present and eligible to vote at the meeting vote in favour of removing the member. Before a vote of Members is taken about removing the member from office, the member must be given a full and fair opportunity to show cause why they should not be removed from office.
20.4 A Board Member has no right of appeal against their removal from office under this rule.
20.5 A Board Member immediately vacates their office if the Member:
(a) Dies, or
(b) Becomes bankrupt, or compounds with creditors or otherwise takes advantage of the laws in force for the time being relating to bankruptcy, or
(c) Is convicted of an offence under this Act, or
(d) Is convicted of an indictable offence or an offence punishable on summary conviction for which the person is sentenced to imprisonment, other than in default of payment of a fine, or
(e) Has been convicted on indictment or summarily and sentenced to imprisonment, other than in default of payment of a fine, and the rehabilitation period in relation to the conviction has not expired.
21 VACANCIES ON THE BOARD
21.1 If a casual vacancy happens on the Board, the continuing Board Members may appoint another member of the Club (who is not an existing Board Member) to fill the vacancy until the expiration of the term of office for that position.
21.2 If a casual vacancy happens on the Board, the continuing Board Members may appoint another Member of the Club (who is an existing Board Member) to fill the vacancy until the expiration of the term of office for that position, provided that the Member resigns immediately from the other position.
21.3 The continuing Board Members may act despite a casual vacancy on the Board.
21.4 However, if the number of Board Members is less than the number fixed under clause 19.1 as a quorum of the Board, the continuing Members may act only to:
(a) Increase the number of Board Members to the number required for a quorum; or
(b) Initiate an election for that position.
21.5 The occurrence of resignations and or casual vacancies shall not change the terms of office of any position on the Board.
22 FUNCTIONS OF THE BOARD
22.1 Subject to these Rules the Board has the general control and management of the administration of the affairs, property and funds of the Club.
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22.2 The Board has authority to interpret the meaning of these Rules and any matter relating to the Club on which the Rules are silent, but any interpretation must have regard to the Act, including any regulation made under the Act. Note, the Act prevails if the Club’s Rules are inconsistent with the Act.
23 MEETINGS OF THE BOARD
23.1 Subject to this Rule, the Board may meet and conduct its proceedings as it considers appropriate. The Board must meet at least once every 2 months to exercise its functions. The Board must decide how a meeting is to be called. Notice of a meeting is to be given in the way decided by the Board. The Board may hold meetings, or permit a Board member to take part in its meetings, by using any technology that reasonably allows the member to hear and take part in discussions as they happen. A meeting quorum shall consist of a simple majority.
23.2 A question arising at a Board meeting is to be decided by a majority vote of Members of the Board present at the meeting and, if the votes are equal, the question is decided in the negative. A member of the Board must not vote on a question about a contract or proposed contract with the Club if the member has an interest in the contract or proposed contract and, if the member does vote, the Members vote must not be counted.
23.3 The Chairman is to preside as chairperson at a Board meeting.
23.4 If there is no Chairman or if the Chairman is not present within 10 minutes after the time fixed for a Board meeting, the Members may choose one of their number to preside as chairperson at the meeting.
23.5 Any Board Member absent from regularly notified meetings of the Board (as set out in clause 23.1 above) on three consecutive occasions without the consent of the Board shall be deemed to have vacated office.
24 QUORUM FOR AND ADJOURNMENT OF BOARD MEETING
24.1 At a Board meeting, more than 50% of the Board Members as at the close of the last general meeting of the Members form a quorum.
24.2 If there is no quorum within 30 minutes after the time fixed for a Board meeting called on the request of Board Members, the meeting lapses.
24.3 If there is no quorum within 30 minutes after the time fixed for a Board meeting called other than on the request of the Board Members:
(a) The meeting is to be adjourned for at least 1 day; and
(b) The Board Members who are present are to decide the day and time and place of the adjourned meeting.
24.4 If, at an adjourned meeting mentioned in clause 24.3, there is no quorum within 30 minutes after the time fixed for the meeting, the meeting lapses.
24.5 If as a result of meeting lapses that cause there to be no meeting of the Board for a period of 2 months, then the Secretary must call a special meeting of the Board.
25 SPECIAL MEETING OF BOARD
25.1 If the Secretary receives a written request signed by at least 33% of the Board Members, or if the circumstances set out in clause 24.5 above apply, the Secretary must call a special meeting of the Board by giving each Board
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Member notice of the meeting within 7 days after the Secretary receives the request or the circumstances set out in clause 24.5 above apply. If the Secretary is unable or unwilling to call the special meeting, the Chairman must call the meeting.
25.2 A request for a special meeting must state:
(a) Why the special meeting is called, and
(b) The business to be conducted at the meeting.
25.3 A notice of a special meeting must state:
(a) The day, time and place of the meeting, and
(b) The business to be conducted at the meeting.
25.4 A special meeting of the Board must be held within 14 days after notice of the meeting is given to the Board Members.
26 MINUTES OF BOARD MEETINGS
The Secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each Board meeting are entered in a suitable repository, which may be electronic. To ensure the accuracy of the minutes, the minutes of each Board meeting must be signed by the chairperson of the meeting, or the chairperson of the next Board meeting, verifying their accuracy.
27 APPOINTMENT OF SUB-COMMITTEES
27.1 The Board may appoint a sub-committee consisting of Members of the Club considered appropriate by the Board to help with the conduct of the Clubs operations.
27.2 A member of the sub-committee who is not a member of the Board is not entitled to vote at a Board meeting. A sub-committee may elect a chairperson of its meetings. If a chairperson is not elected, or if the chairperson is not present within 10 minutes after the time fixed for a meeting, the Members present may choose 1 of their number to be chairperson of the meeting. A sub-committee may meet and adjourn as it considers appropriate.
27.3 A question arising at a sub-committee meeting is to be decided by a majority vote of the Members present at the meeting and, if the votes are equal, the question is decided in the negative.
27.4 A sub-committee may make recommendations to the Board
27.5 A sub-committee has no powers to make decisions on behalf of the Board or the Club.
28 ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS
28.1 An act performed by the Board, a sub-committee or a person acting as a Board Member is taken to have been validly performed.
28.2 Clause 28.1 applies even if the act was performed when:
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(a) There was a defect in the appointment of a Board Member, sub-committee or person acting as a Committee Member , or
(b) A Board Member, sub-committee member or person acting as a Board Member was disqualified from being a member.
29 RESOLUTIONS OF BOARD WITHOUT MEETING
29.1 If an issue has been subject to discussion at a prior Board meeting, then a written resolution (relating to that issue) signed by each Board Member is as valid and effectual as if it had been passed at a Board meeting that was properly called and held provided that such resolution is unanimous.
29.2 A resolution mentioned in clause 29.1 may consist of several documents in like form, each signed by one or more Board Members.
30 ANNUAL GENERAL MEETING (AGM)
30.1 The AGM shall be held within six months of the end of each financial year of the Club.
30.2 Notice of AGM (including the audited financial statements) shall be given at least seven (7) days prior to the meeting by circular, posted or delivered or emailed to each Bowls Member and Club Bowler Member stating the date of the meeting. The business to be transacted at every AGM shall be:
(a) Reading the notice convening the meeting
(b) Confirmation of Minutes of the previous AGM
(c) Consideration and adoption of the annual report
(d) Presentation of the Balance Sheet and Financial Statements and consideration and adoption thereof
(e) To determine annual subscriptions for bowls membership due and payable for the next calendar year
(f) The receiving of the Auditor's report upon the books and accounts for the preceding financial year
(g) The declaration of the results of the elections for the Board
(h) The appointment of an Auditor
(i) The election of Bowls Life Members.
31 QUORUM FOR, AND ADJOURNMENT OF, GENERAL MEETING
31.1 The quorum for a general meeting is at least 25% of the Bowls Members of the Club.
31.2 General Meetings are meetings of members of the Club and include Special General Meetings and Annual General Meetings.
31.3 No business may be conducted at a general meeting unless there is a quorum of Members when the meeting proceeds to business.
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31.4 If there is no quorum within 30 minutes after the time fixed for a general meeting called on the request of Board Members or the Club, the meeting lapses.
31.5 If there is no quorum within 30 minutes after the time fixed for a general meeting called other than on the request of Board Members or the Club
(a) The meeting is to be adjourned for at least 7 days, and
(b) The Board is to decide the day, time and place of the adjourned meeting
31.6 The chairperson may, with the consent of any meeting at which there is a quorum, and must if directed by the meeting, adjourn the meeting from time to time and from place to place.
31.7 If a meeting is adjourned under clause 31.6 only the business left unfinished at the meeting from which the adjournment took place may be conducted at the adjourned meeting
31.8 The Secretary is not required to give the Members notice of an adjournment or of the business to be conducted at an adjourned meeting unless a meeting is adjourned for at least 30 days
31.9 If a meeting is adjourned for at least 30 days, notice of the adjourned meeting must be given in the same way notice is given for an original meeting.
32 PROCEDURE AT GENERAL MEETING
32.1 A member may take part and vote in a general meeting in person, by proxy, by attorney or by using any technology that reasonably allows the member to hear and take part in discussions as they happen.
32.2 A member who participates in a meeting as mentioned in clause 32.1 is taken to be present at the meeting.
32.3 At each general meeting— the Chairman is to preside as chairperson.
32.4 If there is no Chairman or if the Chairman is not present within 15 minutes after the time fixed for the meeting or is unwilling to act, the Members present must elect 1 of their number to be chairperson of the meeting and the chairperson must conduct the meeting in a proper and orderly way.
33 PROXIES
33.1 An instrument appointing a proxy must be in writing and be in the following or similar form—
[Name of association]:
I, of , beinga member of the association, appoint of as my proxy to vote for me on my behalf at the (annual) general meeting of the association, to be held on the day of 20 and at any adjournment of the meeting.
Signed this day of 20 .
Signature
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33.2 The instrument appointing a proxy must, if the appointer is an individual be signed by the appointer or the appointer’s attorney properly authorised in writing.
33.3 A proxy must be a member of the association. The maximum number of proxies any one person can hold is five (5).
33.4 The instrument appointing a proxy is taken to confer authority to demand or join in demanding a secret ballot.
33.5 Each instrument appointing a proxy must be given to the Secretary before the start of the meeting or adjourned meeting at which the person named in the instrument proposes to vote.
33.6 Unless otherwise instructed by the appointer, the proxy may vote as the proxy considers appropriate.
33.7 If a member wants to direct a proxy to vote for or against a resolution, the instrument appointing the proxy must be in the following or similar form—
[Name of association]:
I, of , beinga member of the association, appoint
of as my proxy to vote for me on my behalf at the (annual) general meeting of the association, to be held on the day of 20 and at any adjournment of the meeting.
Signed this day of 20 .
Signature
This form is to be used *in favour of/*against [strike out whichever is not wanted] the following resolutions—
[List relevant resolutions]
34 VOTING AT GENERAL MEETING
34.1 At a general meeting, each question, matter or resolution, other than a special resolution, must be decided by a majority of votes of the Members present. A special resolution requires the support of 75% of the Members present and entitled to vote.
34.2 Each member present and eligible to vote is entitled to 1 vote only and, if the votes are equal, the resolution is not passed. A member is not entitled to vote at a general meeting if the member's annual subscription is in arrears at the date of the meeting.
34.3 The method of voting is to be decided by the Board. However, if at least 20% of the Members present demand a secret ballot, voting must be by secret ballot. If a secret ballot is held, the chairperson must appoint 2 Members to conduct the secret ballot in the way the chairperson decides.
34.4 The result of a secret ballot as declared by the chairperson is taken to be a resolution of the meeting at which the ballot was held.
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35 SPECIAL GENERAL MEETING (SGM)
35.1 The Secretary must call a SGM by giving each Bowls Member and Club Bowler Member of the Club notice of the meeting within 14 days after:
(a) Being directed to call the meeting by the Board, or
(b) Being given a written request signed by:
(i) At least 33% of the number of Board Members when the request is signed; or
(ii) At least the number of Bowls Members and Club Bowler Members of the Club equal to double the number of Board Members when the request is signed plus 1
35.2 A meeting called in line with clause 35.1 above must state:
(a) Why the special general meeting is being called; and
(b) The business to be conducted at the meeting.
35.3 A SGM must be held within one month after the Secretary:
(a) Is directed to call the meeting by the Board; or
(b) Is given the written request pursuant to clause 35.1; or
(c) If the Secretary is unable or unwilling to call the SGM, the Chairman must call the meeting.
36 MINUTES OF GENERAL MEETINGS
36.1 The Secretary must ensure full and accurate minutes of all questions, matters, resolutions and other proceedings of each general meeting are entered in a minute book. To ensure the accuracy of the minutes— the minutes of each general meeting must be signed by the chairperson of the meeting, or the chairperson of the next general meeting, verifying their accuracy; and the minutes of each AGM must be signed by the chairperson of the meeting, or the chairperson of the next meeting of the Club that is a general meeting or AGM, verifying their accuracy.
36.2 If asked by a member of the Club, the Secretary must, within 28 days after the request is made:
(a) Make the minute records for a particular general meeting available for inspection by the member at a mutually agreed time and place, or
(b) Give the member copies of the minutes of the meeting.
36.3 The Club may require the member to pay the reasonable costs of providing copies of the minutes.
37 BY-LAWS
The Board may from time to time make, amend or repeal by-laws, not inconsistent with these Rules, for the internal management of the Club and any by-law may be set aside by a general meeting of Bowls Members.
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38 ALTERATION OF RULES
38.1 Subject to the Act, these Rules may be amended, repealed or added to by a special resolution carried at a general meeting.
38.2 However an amendment, repeal or addition is valid only if it is registered by the Chief Executive, as set out in the Act.
39 COMMON SEAL
The Board shall provide for a Common Seal and for its safe custody. The Common Seal shall only be used by the authority of the Committee and every instrument to which the seal is affixed shall be signed by a member of the Board and shall be countersigned by the Secretary or by a second member of the Board or by some other person appointed by the Board for the purpose.
40 FUNDS AND ACCOUNTS
40.1 The funds of the Club must be kept in an account in the name of the Club in a financial institution decided by the Board.
40.2 Records and accounts must be kept in the English language showing full and accurate particulars of the financial affairs of the Club.
40.3 The Board shall determine and authorise appropriate process and measures (including authorisations) for competent management of Club finances.
41 MEMBERSHIP FEES
41.1 The membership fee for Bowls Membership is the amount decided by the Members from time to time at the AGM.
41.2 The membership fee for Social Membership will be determined by the Committee from time to time; and
41.3 All membership fees are payable when, and in the way, the Committee decides. If a member fails to pay the fee within one month of it becoming due, they shall be deemed to be unfinancial.
42 AUDIT
On behalf of the Committee, the Treasurer must, as soon as practicable after the end date of each Financial Year, ensure (a) a financial statement for its last reportable Financial Year is prepared and (b) that this financial statement is audited by the Club’s auditor. The income and property of the Club must be used solely in promoting the Club's objects and exercising the Club's powers.
43 DOCUMENTS
The Board must ensure the safe custody of books, documents, records (including electronic records), instruments of title and securities of the Club.
44 FINANCIAL YEAR
Financial Year means the period from 1 January 2015 to 31 December 2015 and thereafter it will mean the period ending 30 September in each and every following year.
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45 DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY
45.1 This Rule applies if the Club:
(a) Is wound-up under part 10 of the Act; and
(b) Has surplus assets.
45.2 The surplus assets must not be distributed among the Members of the Club
45.3 The surplus assets must be given to another entity:
(c) Having objects similar to the Club's objects; and
(d) The rules of which prohibit the distribution of the entity's income and assets to its Members.
45.4 In this Rule surplus assets in relation to the Club, means the assets after payment of the debts and liabilities remaining on a winding-up of the Club and the costs, charges and expenses of the winding-up as set out in section 92(3) of the Act.
46 INVESTMENTS
The Board may authorise individuals to act as trustees of the Club’s investments from time to time who must act as directed by the Board.
47 INCOME AND PROPERTY OF THE CLUB
47.1 The income and property of the Club whencesoever derived shall be used and applied solely in promotion of its objectives and in the exercise of its powers as set out herein and no portion thereof shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or amongst the members of the Club provided that nothing herein contained shall prevent the payment in good faith of interest to any such member in respect of moneys advanced by him/her to the Club or otherwise owing by the Club to him/her or of remuneration to any officers or servants of the Club or to any member of the Club or other person in return for any services actually rendered to the Club provided further that nothing herein contained shall be construed so as to prevent the payment or repayment to any member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Club or reasonable and proper rent for premises demised or let to the Club.
47.2 All cheques issued by the Club must be signed by any two (2) of the following:(a) The Chairman;(b) The Secretary(c) The Treasurer(d) The Vice Chairman
However, one of the persons who signs a cheque must be the Chairman, Secretary or the Treasurer.
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