CONSTITUTION

Balgownie Hotel Social Golf Club Inc 1300794

May 14 2019

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CONTENTS

PART 1    PRELIMINARY

1. Affiliations

2. Definitions

3. Interpretations

PART 2    OBJECTS

PART 3    MEMBERSHIP

4. Composition of membership

5. Classes of ordinary members

6. Membership qualifications and rights

7. Admission to membership

8. Transfer of membership

9. Provision of constitution

10. Register of members

11. Cessation of membership

12. Membership entitlements not transferable

13. Annual subscription

14. Levies and charges

15. Members’ liabilities

16. Resolution of internal disputes

17. Disciplining of members

18. Right of appeal of disciplined member

PART 4    COMMITTEE

19. Powers of the Committee

20. Composition and membership

21. Election of Committee members

22. President

23. Vice-president

24. Secretary

25. Treasurer

26. Casual vacancies

27. Removal of a Committee member

28. Meetings and quorum

29. Appointment of voting members as Committee members to constitute quorum

30. Use of technology at Committee meetings

31. Voting in writing by members of Committee

32. Delegation by Committee to Sub Committees

33. Executive

34. Voting and decisions

35. Indemnity and insurance

PART 5    GENERAL MEETINGS

36. Annual General Meetings

37. Special General Meetings

38. Notice

39. Quorum for General Meetings

40. Presiding member

41. Adjournment

42. Making of decisions

43. Voting

44. Use of technology at General Meetings

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PART 6    MISCELLANEOUS

45. Funds-source

46. Funds-management

47. Club is non-profit

48. Distribution of property on winding up

49. Change of name, objects and constitution

50. Custody of records

51. Inspection of records

52. Service of notices

53. Club colours

54. Savings and transitional provisions

PART 1    PRELIMINARY

1. Affiliations

The incorporated Balgownie Hotel Social Golf Club shall be affiliated with the Balgownie Hotel, 

Balgownie and such other organisation, which the committee may determine from time to time.

2. Definitions

In this constitution, unless the contrary intention appears:

“Act” means the Associations Incorporations Act 2009;

“Committee” means the Committee of the Club constituted under this Constitution;

“By-laws” means by-laws made by the Committee under this constitution;

“Club” means Balgownie Hotel Social Golf Club Incorporated (BHSGC Inc);

“Club’s Notice Board” means a notice board designated as such, situated in Balgownie Hotel and on 

which notices for the information of members are posted;

“Club’s Web Site” means the web site maintained by the Club from time to time;

“Executive” means the President, Vice President/Club Captain, Secretary and Treasurer/Registrar of 

BHSGC Inc.

“Financial Year” is the period beginning 1ˢᵗ April and ending 31ˢᵗ March the following year;

“General Meeting” means an Annual General Meeting or a Special General Meeting of the

Club;

“Including” means including without limitation;

“Month” means a calendar month;

“Ordinary Committee Member” means a member of the Committee who is not an office-bearer of the 

Club;

“Playing Year is the period beginning 1ˢᵗ April and ending 31ˢᵗ March the following year:

“Regulation” means the Associations Incorporations Regulation 2016;

“Special General Meeting” means a General Meeting of the Club other than an Annual General Meeting;

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“Special Resolution” has the meaning defined in the Act; (Note: A special resolution is only passed 

if agreed to by at least 75% of the members voting.)

“Voting Member” means a full financial member of the Club, or life member of the Club under this 

constitution.

3. Interpretations

(1) In this Constitution:

•  a reference to a function includes a reference to a power, authority and duty;

•  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 of the performance of the duty;

•  words importing the singular include the plural and vice versa;

•  words importing any gender include the other genders;

•  where an expression is defined, another part of speech or grammatical form of that expression 

has a corresponding meaning;

•  references to persons include corporations and bodies politic;

•  references to a person include the legal personal representatives, successors and permitted 

assigns of that person;

•  a reference to a statute, 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 a reference to writing is, unless 

the contrary intention appears, to 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.

(2) 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 Act.

(3) A decision of the Committee on the interpretation of this constitution, or any By-laws, or on 

any matter arising from them, is conclusive and binding on all members of the Club, subject to that 

interpretation being varied or revised by the members of the Club in a General Meeting or by the 

Supreme Court of New South Wales.

PART 2    OBJECTS

The objects of the Club are:

a) to promote, control, manage and encourage the game of golf and such other sports, games and 

pastimes as the Club considers appropriate;

b) to affiliate with any organisation or organisations whose objects are altogether or in part 

similar to those of the Club,

c) to foster good fellowship amongst its members and between its members and members of other 

sporting organisations

d) to provide for the alleviation of distress among members, their dependants and others;

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e) to advance health, education and social and public welfare;

f)  to enforce the observance of this constitution and any By-laws and to deal with any 

infringement of them;

g) to raise funds by any lawful means for the attainment of these objects; and

h)  to play the game of golf according to the rules set out in ‘The Rules of Golf’ as well as 

observing the local playing rules of host golf clubs and this Club and to take any action 

incidental to, or to better facilitate the achievement of these objects.

PART 3    MEMBERSHIP

4. Composition of membership

Membership of the Club is to consist of:

a) ordinary members;

b) life members; and

c) honorary members.

5. Classes of ordinary members

Ordinary membership of the Club is to consist of the following classes:

a) full financial members; and

b) social members.

6. Membership qualifications and rights

The qualifications for membership and the rights of the various classes of ordinary membership are 

as follows:

Full financial members

(1) Any natural person who has

a) attained the age of 18 years; and

b) at the time of joining the Club paid the entrance fee; and

c) paid the annual subscription fee for the relevant financial year, is a full financial member of 

the Club for the relevant Financial Year.

(2) Full financial members are entitled to such rights as the Committee determines from time to 

time.

Social members

(3) Any natural person who has attained the age of 18 years and paid the required annual social 

membership fee is a social member for the year for which such fee has been paid.

(4) Social members are entitled to such rights as the Committee determines from time to time but 

may not:

a) hold office;

b) vote at meetings;

c) nominate persons for office; or

d) take part in the management of the Club.

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Life members

(1) Any ordinary member, who has been an ordinary member for at least 10 years and has rendered 

exceptional service to the Club may be elected as a life member

(2) A nomination for life membership must be made in writing by not less than 5 Voting Members (who 

have been Voting Members for not less than 2 years) or life members and submitted to the Committee 

for consideration and recommendation, not less than 3 months prior to an Annual General Meeting.

(3) A life member may only be elected by Special Resolution.

(4) The election must be by secret ballot.

(5) A life member has all the rights that a financial member has under this constitution for life, 

subject only to any discipline pursuant to clause 17.

Honorary members

(1) Any natural person who has rendered special service to the Club may be elected as an honorary 

member.

(2) A nomination for honorary membership must be:

a) made in writing by not less than 2 Voting Members (who have been financial members for not less 

than 2 years) or life members not later than 3 months before the Annual General Meeting;

b) submitted to the Committee for consideration and recommendation prior to the

Annual General Meeting; and

c) submitted to the Annual General Meeting only if recommended by the Committee.

(3) An honorary member must be elected by Special Resolution.

(4) The election must be by secret ballot.

(5) Honorary members are entitled to such rights as the Committee determines from time to time, but 

may not:

a) hold office;

b) vote at any meetings;

c) nominate persons for office; or

d) take part in the management of the Club.

(6) On election of an honorary member the following particulars must be entered in the Club’s

register of honorary members:

a) the full name of the honorary member;

b) the residential address of the honorary member;

c) the electronic address of the honorary member;

d) the date on which the honorary member was elected; and

(7) Honorary membership continues until the Committee resolves otherwise or disciplinary action is 

taken under clause 17.

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7. Admission to membership

(1) A person may not be admitted as a member of the Club other than as a life member or an honorary 

member, unless that person has applied and been approved for membership of the Club in accordance 

with subclauses (2), (3), (4), (5).

(2) An application by a person for membership of the Club must be:

a)  made in writing (including by email or other electronic means, as the Committee so determines 

from time to time) on a designated nomination form and containing such particulars as are from time 

to time prescribed by the Committee (including the full name, address, email address and phone 

number/s of the candidate and a statement that the candidate, if admitted, will be bound by this 

Constitution), and

b) lodged (including by electronic means, as the Committee so determines from time to time) with 

the secretary of the Club.

(3) As soon as practicable after receiving an application for membership, the secretary must refer 

the application to the Committee, which is to determine whether to approve or to reject the 

application.

(4) As soon as practicable after the Committee makes that determination, the secretary must:

a) notify the applicant in writing (including by email or other electronic means, as the Committee 

so determines) that the Committee approved or rejected the application (whichever is applicable); 

and

b)  if the Committee approved the application, request the applicant to pay (within the period of 

28 days after receipt by the applicant of the notification) the sum payable under this constitution 

by a member as entrance fee and annual subscription.

(5) The registrar must, on payment by the applicant of the amounts referred to in

subclause (4) (b) within the period referred to in that provision, enter or cause to be entered the 

applicant’s name in the register of members and, on the name being so entered, the applicant 

becomes a member of the Club.

(6) The entrance fee shall be determined by the Committee from year to year.

8. Transfer of membership

(1) The Committee, may, on the written application of an ordinary member, transfer that member from 

any class of ordinary membership to another class of ordinary membership to which that member is 

entitled to be elected.

(2) A member so transferred is not entitled to receive a refund or reduction of any subscription 

paid for the then Financial Year but may be required to pay the difference between the annual 

subscription applicable to the member’s new class of membership and the annual subscription 

applicable to the former class of membership.

(3) Membership is not transferable other than in accordance with this section.

9. Provision of constitution

(1) A copy of this constitution must be given to a member on request being made to the secretary 

and, if demanded by the secretary, on payment of any fee prescribed by the Committee.

(2) In any event the Committee shall cause a copy of this Constitution to be accessible by members 

on any website maintained by the Club from time to time.

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10. Register of members

The Committee shall appoint a Registrar to establish and maintain a register of members of the Club 

(whether in written or electronic form) specifying the name, postal and residential address, email 

address and phone numbers of each person who is a member and whether they are financial. In the 

absence of another appointment the treasurer shall fulfil the role of registrar.

11. Cessation of membership

A person ceases to be a member of the Club if the person:

a) dies;

b) is unfinancial;

c) is expelled from the Club.

12. Membership entitlements not transferable

A right, privilege or obligation, which a person has by reason of being a member of the Club:

a) may not be transferred or transmitted to another person; and

b) ends on cessation of the person’s membership.

Otherwise than in accordance with clause 8.

13. Annual subscription

(1) The annual subscription, payable by each class of ordinary member, shall be determined by the 

Committee each year.

(2) In the case of any class of ordinary membership the Committee may allow payment of the annual 

subscription in proportion to the period of Financial Year remaining after the commencement of 

membership.

(3) Annual subscriptions are due by the 30th day of April in each year.

(4) The manner of payment and all other matters relating to the annual subscription not 

specifically provided for in this constitution may be determined by the Committee from time to 

time.

(5) If the annual subscription for any year is not paid by a member by June 30ᵗʰ, the member ceases 

to be entitled to any of the privileges of membership until the annual fee is paid.

(6) Neither the provisions of the clauses relating to suspension and expulsion nor the clauses of 

natural justice apply to any procedure taken under subclause (5).

14. Levies and charges

The Committee may make such levies and/or charges as it sees fit, on ordinary members from time to 

time, for general or special purposes.

15. Members’ liabilities

The liability of a member of the Club to contribute towards the payment of the debts and 

liabilities of the Club, or the costs, charges and expenses of the winding up of the Club, is 

limited to the amount, if any, unpaid by the member in respect of membership of the Club as 

required by clauses 7 and 13.

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16. Resolution of internal disputes

(1) If there is a dispute between members (in their capacity as members) of the Club, or a dispute 

between a member and the Club, the parties to the dispute must meet and discuss the matter in 

dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the 

attention of all parties.

(2) If the dispute is not so resolved the Committee may determine the dispute in such manner and by 

such procedures, as it considers appropriate.

17. Disciplining of members

1) A complaint may be made, but has to be in writing, to the Secretary by any person that is a 

financial member of the Club:

2) With respect to such a complaint the committee may determine whether a member:

a) has refused or neglected to comply with any of the provisions of this constitution or the

By-laws; or

b) is guilty of conduct which:

•  is unbecoming of a member; or

•  is prejudicial to the interests of the Club; or

•  renders the member unfit for membership.

3) The Committee may refuse to deal with a complaint if it considers the complaint to be trivial or 

vexatious in nature.

4) If the Committee decides to deal with the complaint, the Committee must:

a) cause notice of the complaint to be given to the member concerned;

b) give the member concerned at least 14 days’ notice of:

•  the terms of the complaint;

•  the meeting of the Committee at which the complaint is to be considered; and

•  the member’s right to make submissions in respect of the complaint to the

Committee; and

c) take into consideration any submissions made by the member in connection with the complaint.

d) notify the complainant of the meeting of the Committee at which the complaint is to be 

considered.

e) invite the complainant to submit additional submissions prior to or at that meeting and /or 

attend that meeting to answer any questions the Committee and/or the member may wish to ask of the 

complainant.

5) The member is entitled to attend the meeting of the Committee at which the complaint is to be 

considered for the purpose of answering the complaint or may answer the complaint in writing.

6) If the member does not attend the meeting, the Committee may determine the complaint on the 

evidence before it (including any written representations made by the member) in the member’s 

absence.

7) The Committee may:

a) dismiss the complaint;

b) reprimand;

c) suspend for any period it considers fit;

d) expel; or

e) respond to the complaint in any other way it sees fit.

8) The reprimand, suspension or expulsion does not take effect:

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a) until the expiration of the period within which the member may appeal against the resolution 

concerned, or

b) if within that period the member exercises the right of appeal, unless and until the Club

confirms the resolution under clause 18, whichever is the later.

9)  If the Committee reprimands, suspends or expels the member, the secretary must, within 14 days 

after the action is taken, cause notice in written or electronic form to be given to the member of 

the action taken, of the reasons given by the Committee for having taken that action and of the 

member’s right of appeal under clause 18.

10) The suspension or expulsion does not take effect:

a) until the expiration of the period within which the member is entitled to appeal against the 

resolution concerned, or

b) if within that period the member exercises the right of appeal, unless and until the Club

confirms the resolution under clause 18, whichever is the later.

18. Right of appeal of disciplined member

(1) A member may appeal to the Club in a General Meeting against a resolution of the Committee 

under clause 17, within 14 days after notice of the resolution is given to the member, by lodging 

with the secretary a notice to that effect.

(2) The notice must be accompanied by a statement of the grounds on which the member intends to 

rely for the purposes of the appeal.

(3) On receipt of a notice from a member under subclause (1), the secretary must notify the 

Committee which must convene a General Meeting of the Club to be held within 21 days after the date 

on which the secretary received the notice.

(4) At a General Meeting of the Club convened under subclause (3):

a) no business other than the question of the appeal is to be transacted;

b) the Committee and the complainant and the member must be given the opportunity to state their 

respective cases orally or in writing, or both; and

c) the members present are to vote by secret ballot on the question of whether the resolution 

should be confirmed or revoked.

(5) The appeal is to be determined by a simple majority of votes cast by full financial members of 

the Club in attendance.

PART 4    COMMITTEE

19. Powers of the Committee

(1) The Committee is to be the governing body of the Club and, subject to the Act, the Regulation

and this Constitution and to any resolution passed by the Club in General Meeting:

a) is to control and manage the affairs of the Club;

b) may exercise all functions that may be exercised by the Club, other than those functions that 

are required by the Act or any other law or this Constitution to be exercised by a General Meeting; 

and

c) may do all things as appear to the Committee to be necessary or desirable for the proper 

management of the Club.

(2) The Committee may make such By-laws for the management and administration of the Club as it 

thinks necessary or desirable. Those By-laws must be consistent with this Constitution and are 

binding on the Club and all members.

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(3) At the first meeting of the Committee following each Annual General Meeting the Committee shall 

by resolution determine the minimum funds balance that it considers to be reasonably necessary for 

the Club to hold at the end of that Financial Year.

(4) In all financial reports to the Committee and / or to the Members the Treasurer is to confirm 

whether or not at the date of each such report the Club can reasonably expect to hold such minimum 

funds balance at the end of that Financial Year.

20. Composition and membership

(1) The Committee is to consist of:

a) the office-bearers of the Club; and

b) Ordinary Committee Members.

(2) The total number of Committee members is to be 9.

(3) The office-bearers of the Club are as follows:

a) the President,

b) the Vice-president / Club captain,

c) the Secretary,

d) the Treasurer / Registrar.

(4) A Committee member may hold no more than two office-bearer positions at any one time.

(5) There is no maximum number of consecutive terms for which a Committee member may hold office.

(6) Each member of the Committee is, subject to this constitution, to hold office until immediately 

before the election of Committee members at the Annual General Meeting next following the date of 

the member’s election, and is eligible for re-election.

21. Election of Committee Members

(1) Nominations of candidates for election as Committee members must be:

a) made in writing, nominated by a Voting Member, seconded by a Voting Member and accompanied by 

the written consent of the candidate (which may be endorsed on the form of the nomination); and

b) delivered to the secretary not less than 14 days before the date fixed for the holding of the 

Annual General Meeting at which the election is to take place.

(2) If insufficient nominations are received to fill all vacancies on the Committee, the candidates 

nominated are taken to be elected and further nominations are to be received at the Annual General 

meeting. A further nomination must be made:

a) in the manner set out in subclause (1)(a); or

b) by any person present and entitled to vote at the meeting but only if the personal or written 

consent of the candidate nominated is presented to the meeting.

(3) If insufficient further nominations are received, any vacancies on the Committee are taken to 

be casual vacancies.

(4) If the number of nominations received is equal to the number of vacancies to be filled, the 

persons nominated are taken to be elected.

(5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot 

must be held and:

a) the ballot is to be a secret ballot; and

b) the vacancies to be filled will be determined by an exhaustive voting ballot.

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(6) A person nominated as a candidate for election as an office-bearer or as an Ordinary Committee 

Member of the Club must be a Voting Member of the Club.

22. President

The President is to:

a) be the chief officer of the Club; and

b) subject to this Constitution, preside at General Meetings of the Club and of the Committee

and Executive.

23. Vice-President / Club captain

1. The Vice-President / Club Captain is to exercise the functions of the President if the President 

is absent or unwilling to act.

2. The Vice President shall also have the rights and responsibilities of the Club Captain, as is 

usually applicable to a golf club.

24. Secretary

(1) The Secretary must, soon as practicable after being appointed as Secretary, lodge notice with 

the Club of the Secretary’s address.

(2) The Secretary must keep minutes (whether in written or electronic form) of:

a) all appointments of office-bearers and Ordinary Committee members;

b) the names of members present at each Committee meeting and General Meeting; and

c) all proceedings at Committee meetings, Executive meetings and General Meetings.

25. Treasurer / Registrar

The Treasurer must:

a) collect and receive all money due to the Club;

b) promptly pay money received into the bank approved by the Committee;

c) promptly make all payments authorised by the Club;

d) obtain receipts for all payments made and issue receipts for all money received on behalf of the 

Club;

e) keep correct books and accounts showing the financial affairs of the Club, including full 

details of all receipts and expenditure connected with the activities of the Club;

f)  submit to each meeting of the Committee a report of receipts and expenditure during each period 

ended since the previous meeting together with a cash book, trial balance, profit and loss 

statement and balance sheet for the period just ended;

g) prepare before the Annual General Meeting the statement required under section 26(6) of the Act;

h) maintain the register of members; and

i)  be the public officer of the Club.

26. Casual vacancies

(1) In the event of a casual vacancy occurring in the membership of the Committee, the Committee 

may appoint a Voting Member of the Club to fill the vacancy and the member so appointed is to hold 

office, subject to this Constitution, until the Annual General Meeting next following the date of 

the appointment.

(2) A casual vacancy in the office of a member of the Committee occurs if the member:

a) dies; or

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b) ceases to be a Voting Member of the Club; or

c) is or becomes bankrupt; or

d) resigns office by notice in writing or electronically given to the secretary; or

e) is removed from office under clause 27; or

f)  becomes a mentally incapacitated person; or

g) is absent without the consent of the Committee from 3 consecutive meetings of the

h) Committee; or

i)  is convicted of an offence involving fraud or dishonesty; or

j)  is prohibited from being a director of a company under Part 2D.6 (Disqualification from 

managing corporations) of the Corporations Act 2001 of the Commonwealth.

27. Removal of a Committee member

(1) The Club in a General Meeting may by resolution remove any member of the Committee from office 

before the expiration of the member’s term of office and may by resolution appoint another person 

to hold office until the end of the term of office of the member removed.

(2) If a member of the Committee to whom a proposed resolution referred to in subclause (1) 

relates:

(a) makes representations in writing to the Secretary or President (not exceeding a reasonable 

length); and

(b) requests that the representations be notified to the members of the Club, then:

(c) the Secretary or the President may send a copy of the representations by way of notice to each 

member of the Club; or

(d) if the representations are not sent, the member may require that they be read out at the 

meeting at which the resolution is considered.

28. Meetings and quorum

(1) The Committee may, as often as it sees fit, meet at such a place and time as the Committee

determines.

(2) Meetings of the Committee may be convened by the President or by the Secretary and must be 

convened by the Secretary on written request by not less than 3 members of the Committee.

(3) Written, including electronic notice of each meeting of the Committee must be given by the 

secretary to each member of the Committee at least 48 hours (or such other period as may be 

unanimously agreed on by the members of the Committee) before the time appointed for the holding of 

the meeting.

(4) Notice of a meeting given under subclause (3) must specify the general nature of the business 

to be transacted at the meeting and no business other than that business is to be transacted at the 

meeting, except business which the majority of Committee members present at the meeting agree to 

treat as urgent business.

(5) Any 5 members of the Committee, of which at least 2 must be office bearers, constitute a quorum 

for the transaction of the business of a meeting of the Committee.

(6) No business is to be transacted by the Committee unless a quorum is present. If, within half an 

hour after the time appointed for the meeting, a quorum is not present, the meeting is to stand 

adjourned to the same place and at the same hour of the same day in the following week.

(7) If at the adjourned meeting a quorum is not present within half an hour of the time appointed 

for the meeting, the meeting is to be dissolved.

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(8) At a meeting of the Committee:

a) the President or, if the President is absent or unwilling to act, the Vice-President / Club 

Captain is to preside; or

b)  if the President and the Vice-President / Club Captain are absent or unwilling to act, one of 

the other members of the Committee chosen by a majority of the members of the Committee present at 

the meeting is to preside.

29. Appointment of Club members as Committee members to constitute a quorum

(1) If at any time the number of Committee members is less than the number required to constitute a 

quorum for a Committee meeting, the existing Committee members may appoint a sufficient number of 

members of the Club as Committee members to enable the quorum to be constituted.

(2) A member of the Committee so appointed is to hold office, subject to this constitution, until 

the

Annual General Meeting next following the date of the appointment.

(3) This clause does not apply to the filling of a casual vacancy to which clause 26 applies.

30. Use of technology at Committee Meetings

(1) A Committee meeting may be held at 2 or more venues using any technology approved by the

Committee that gives each Committee member a reasonable opportunity to participate.

(2) A Committee member who participates in a Committee meeting using that technology is taken to be 

present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

31. Voting in writing by members of the Committee

A resolution is taken to have been validly passed even though the meeting at which the motion for 

the resolution was proposed to be submitted was not held if:

a) notice was given in accordance with clause 28(3) of the intended meeting; and

b) a copy of the motion for the resolution was given to each member of the Committee; and

c) the resolution was approved in writing by a majority of members of the Committee.

32. Delegation by the Committee to Sub Committees

(1) The Committee may, delegate to one or more Sub Committees (consisting of such member or members 

of the Club as the Committee thinks fit) the exercise of such of the functions of the Committee, 

other than:

a) this power of delegation; and

b) a function which is a duty imposed on the Committee or on any member of the

Committee by the Act or by any other law.

(2) A function, the exercise of which has been delegated to a Sub Committee under this clause may, 

while the delegation remains unrevoked, be exercised from time to time by the Sub Committee in 

accordance with the terms of the delegation.

(3) A delegation under this section may be made subject to such conditions or limitations as to the 

exercise of any function, or as to time or circumstances, as is specified by the Committee.

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(4) Despite any delegation under this clause, the Committee may continue to exercise any function 

delegated and any decision of the Committee shall prevail over any decision of the Sub Committee.

(5) Subject to 32 (4) above, anything done or permitted by a Sub Committee acting in the exercise 

of a delegation under this clause has the same force and effect as it would have if it had been 

done or permitted by the Committee.

(6) The Committee may revoke wholly or in part any delegation under this clause.

(7) A Sub Committee may meet and adjourn as it thinks proper and must meet when directed by the 

Committee.

(8) The President is by virtue of office a member of each Sub Committee and when present shall 

chair such Sub Committee. In the absence of the President the members of the Sub Committee may 

elect a chair for any meeting of the Sub Committee.

(9) A majority of the members of a Sub Committee constitute a quorum for the transaction of the 

business of a meeting of the Sub Committee.

33. Executive

(1) The Executive is to consist of the President, Vice-President / Club Captain, Secretary and 

Treasurer / Registrar.

(2) The Executive may deal with all matters that they consider require immediate attention.

(3) The Secretary must report any business conducted by the Executive at the next Committee meeting 

for confirmation or otherwise.

34. Voting and decisions

(1) Questions arising at a meeting of the Committee or of any Sub Committee are to be determined by 

a majority of the votes of members of the Committee or Sub Committee present at the meeting.

(2) That determination is to be made by:

a) a show of hands or, if the meeting is one to which clause 30(1) applies, any appropriate 

corresponding method that the Committee or Sub Committee may determine; or

b) if on the motion of the chairperson or a majority of members present at the meeting decide that 

the question should be determined by a secret ballot.

(3) Each member present at a meeting of the Committee or of any Sub Committee (including the person 

presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any 

question, the person presiding may exercise a second or casting vote.

(4) Subject to clauses 28(5) and 32(9), the Committee and each Sub Committee may act despite any 

vacancy on the Committee or Sub Committee.

(5) Anything done or permitted, or purporting to have been done or permitted, by the Committee or 

by a Sub Committee, is valid despite any defect that is discovered afterwards in the appointment or 

qualifications or any member of the Committee or Sub Committee.

35. Indemnity and insurance

(1) The Club must, to the extent permitted by law, indemnify the members of the Committee and each 

Sub Committee out of the property of the Club for any liability incurred by them in their 

capacities as officers of the Club. This obligation shall not include actions or omissions of a 

Committee member or Sub Committee member which amount to fraud, criminal acts or dishonesty.

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(2) The Club may, to the extent permitted by law, pay a premium for insuring the members of the 

Committee and each Sub Committee from any liability incurred by them in their capacities as 

officers of the Club.

PART 5    GENERAL MEETINGS

36. Annual General Meetings

(1) The Club must, at least once in each playing year and within the period of 3 Months after the 

end of each Playing Year, convene an Annual General Meeting of its members.

(2) The Annual General Meeting of the Club is, subject to the Act and to subclause (1), to be 

convened on such date and at such place and time as the Committee thinks fit.

(3) The business of an Annual General Meeting is:

a) confirmation of the minutes of the last preceding Annual General Meeting and of any

Special General Meeting held since that meeting;

b) receipt from the Committee of reports on the activities of the Club during the last preceding 

Financial Year;

c) election of office-bearers and Ordinary Committee Members of the Club;

d) receipt and consideration of the accounts, statements and reports which are required to be 

submitted to members under the Act.

(4) An Annual General Meeting must be specified as such in the notice convening it.

37. Special General Meetings

(1) The Committee may, whenever it thinks fit, convene a Special General Meeting of the Club.

(2) The Committee must, on the requisition in writing of at least 20 Voting Members, convene a

Special General Meeting of the Club.

(3) A requisition of voting members for a Special General Meeting:

a) must state the purpose of the meeting; and

b) must be signed by the Voting Members making the requisition; and

c) must be lodged with the Secretary; and

d) may consist of several documents in a similar form, each signed by one or more of the

Voting Members making the requisition.

(4) If the Committee fails to convene a Special General Meeting to be held within one Month after 

the date on which a requisition of Voting Members for the meeting is lodged with the Secretary, any 

one or more of the Voting Members who made the requisition may convene a Special General Meeting to 

be held not later than 3 Months after that date.

(5) A Special General Meeting convened by a Voting Member or Voting Members as referred to in 

subclause (4) must be convened as nearly as is practicable in the same manner as General Meetings 

are convened by the Committee, and any voting member who consequently incurs expense is entitled to 

be reimbursed by the Club for that expense.

38. Notice

(1) Unless the nature of the business proposed to be dealt with at a General Meeting requires a 

Special Resolution of the Club, the Secretary must, not less than 21 days before the date fixed for 

the holding of the General Meeting, give a notice to each Voting Member specifying:

(a) the place, date and time of the meeting; and

(b) the nature of the business proposed to be transacted at the meeting.

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(2) If the nature of the business proposed to be dealt with at a General Meeting requires a Special 

Resolution of the Club, the Secretary must, at least 28 days before the date fixed for the holding 

of the General Meeting, cause notice to be given to each Voting Member specifying, in addition to 

the matter required under subclause (1), the intention to propose the resolution as a Special 

Resolution.

(3) No business other than that specified in the notice convening a General Meeting is to be 

transacted at the meeting except, in the case of an Annual General Meeting, business which may be 

transacted under clause 36(3).

(4) A Voting Member desiring to bring any business before a General Meeting may give notice in 

writing of that business to the secretary who must include that business in the next notice calling 

a General Meeting given after receipt of the notice from the member.

39. Quorum for General Meetings

(1) No item of business may be transacted at a General Meeting unless a quorum is present during 

the time the meeting is considering that item.

(2) 7 Voting Members present in person constitute a quorum for the transaction of the business of a 

General Meeting.

(3) If within half an hour after the appointed time for the commencement of a General Meeting a 

quorum is not present, the meeting:

a) if convened on the requisition of Voting Members, is to be dissolved; and

b) in any other case, is to stand adjourned to the same day in the following week at the same time 

and at the same place.

(4) If at the adjourned meeting a quorum is not present within half an hour after the time 

appointed for the commencement of the meeting, the Voting Members present (being at least 3) 

constitute a quorum.

40. Presiding member

(1) The President or, if the President is absent or unwilling to act, the Vice-President, is to 

preside as Chairperson at each General Meeting.

(2) If the President and the Vice-President are absent or unwilling to act, the Voting Members

present must elect one of their number to preside as Chairperson at the General Meeting.

41. Adjournment

(1) The Chairperson of a General Meeting at which a quorum is present may, with the consent of the 

majority of the Voting Members present at the meeting, adjourn the meeting from time to time and 

place to place, but no business is to be transacted at an adjourned meeting other than the business 

left unfinished at the meeting at which the adjournment took place.

(2) If a General Meeting is adjourned for 14 days or more, the secretary must give notice (written 

or electronic) of the adjourned Meeting to each Voting Member of the Club stating the place, date 

and time of the meeting and the nature of the business to be transacted at the meeting.

(3) Except as provided in subclause (2), notice of an adjournment of a General Meeting or of the 

business to be transacted at an adjourned meeting is not required to be given.

42. Making of decisions

(1) A question arising at a General Meeting of the Club is to be determined by:

a) on the voices; or

b) a show of hands or, any appropriate method that the Committee may determine; or

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c) if on the motion of the Chairperson or if 5 or more Voting Members present at the meeting,

decide that the question should be determined by a secret ballot.

(2) If the question is to be determined by a show of hands, a declaration by the Chairperson that a 

resolution has, on a show of hands, been carried or carried unanimously or carried by a particular 

majority or lost, or an entry to that effect in the minute book of the Club, is evidence of the 

fact without proof of the number or proportion of the votes recorded in favour of or against that 

resolution.

(3) Subclause (2) applies to a method determined by the Committee under subclause (1)(a) in the 

same way as it applies to a show of hands.

(4) If the question is to be determined by a secret ballot, the ballot is to be conducted in 

accordance with the directions of the Chairperson.

43. Voting

(1) On any question arising at a General Meeting only Voting Members are entitled to vote and each 

of those members has one vote only.

(2) All votes must be given personally. Proxy voting is not permitted.

(3) In the case of an equality of votes on a question at a General Meeting, the Chairperson of the 

meeting may exercise a second or casting vote.

44. Use of technology at General Meetings

(1) A General Meeting may be held at 2 or more venues using any technology approved by the 

Committee that gives each of the Club’s Voting Members a reasonable opportunity to participate.

(2) A voting member of the Club who participates in a General Meeting using that technology is 

taken to be present at the meeting and, if the Voting Member votes at the meeting, is taken to have 

voted in person.

PART 6    MISCELLANEOUS

45. Funds-source

(1) The funds of the Club are to be derived from game day fees, annual and new member 

subscriptions, levies of members, sponsorship, donations, grants, fundraising, interest and, 

subject to any resolution passed by the Club in a General Meeting, such other sources as the 

Committee determines.

(2) All money received by the Club must be deposited as soon as practicable and without deduction 

to the credit of the Club’s bank account. This obligation is subject to the Treasurer retaining a 

reasonable sum in cash to provide for game day or other minor expenses.

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

46. Funds-management

(1) Subject to any resolution passed by the Club in a General Meeting, the funds of the Club are to 

be used for the purpose of the objects of the Club in such manner as the Committee determines.

47. Club is non-profit

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Subject to the Act and the Regulation, the assets and income of the Club must be applied solely in 

furtherance of its objects and no portion may be distributed directly or indirectly to the members 

of the Club except as bona fide compensation for services rendered or expenses incurred on behalf 

of the Club.

48. Distribution of property on winding up

(1) Subject to the Act and the Regulation, in a winding up of the Club, any surplus property of the 

Club is to be transferred to another organisation with similar objects and which is not carried on 

for the profit or gain of its individual members.

(2) In this clause, a reference to the surplus property of the Club is a reference to that property 

of the Club remaining after satisfaction of the debts and liabilities of the Club and the costs, 

charges and expenses of the winding up of the Club.

49. Change of Clubs Name, Objects and Constitution

An application for registration of a change in the Club’s name, Objects or Constitution in 

accordance with section 10 of the Act, must be made by the public officer or a Committee member.

50. Custody of records

Except as otherwise provided by this Constitution, the Secretary must keep in the Secretary’s 

custody or under the secretary’s control all records, books and other documents relating to the 

Club.

51. Inspection of records

(1) The following documents must be open to inspection, subject to reasonable charge, by each 

ordinary member or life member of the Club at any reasonable hour:

a) records, books and other financial documents of the Club,

b) this Constitution,

c) minutes of all Committee Meetings and General Meetings of the Club.

(2) Subject to any proper claim of privilege a Voting Member of the Club may obtain a copy of any 

of the documents referred to in subclause (1) on payment of a fee of not more than $1 or such other 

sum as the Committee determines from time to time, for each page copied.

(3) Despite subclauses (1) and (2), the Committee may refuse to permit a member of the Club to 

inspect or obtain a copy of records of the Club that relate to confidential, personal, employment, 

commercial or legal matters or where to do so may be prejudicial to the interests of the Club.

52. Service of notices

(1) For the purpose of this Constitution, a notice may be given to a person:

a) by delivering it to the person personally; or

b) by sending it by pre-paid post to the address of the person; or

c) by sending it by electronic transmission to the electronic mail address held by the club in 

relation to their membership of the Club.

(2) Despite subclause (1), notice of a General Meeting can be given to a member who has not 

specified an electronic mail address for giving or serving the notice by displaying that notice on 

the Club’s Notice Board or the Club’s Website.

(3) For the purpose of this Constitution, a notice is taken, unless the contrary is proved, to have 

been given:

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a) in the case of a notice given personally, on delivery; and

b) in the case of a notice sent by pre-paid post, on the seventh business day after posting; and

c)  in the case of a notice sent by electronic means, on the date it was sent or, if the electronic 

device from which the notice was sent produces a report indicating that the notice was sent on a 

later date, on that date; and

d) in the case of a notice referred to in subclause (2), 2 days from the date of display on the 

Club’s Notice Board or the Club’s Website.

53. Club colours

The Club’s colours are red, white and black.

54. Savings and transitional provisions

(1) The ordinary, life and honorary members of the Club immediately before the registration of this 

Constitution are taken to be respectively full financial, social, life and honorary members of the 

Club.

(2) The President, Vice-President / Club Captain, Secretary and Treasurer / Registrar holding those 

offices immediately before the adoption of this constitution are taken to be respectively the 

President, Vice-president / Club Captain, Secretary and Treasurer / Registrar of the Club 

immediately following the adoption of this Constitution.

(3) The Club’s Ordinary Committee Members immediately before the adoption of this constitution are 

taken to be Ordinary Committee Members of the Club immediately following the adoption

of this Constitution.