Quorum The quorum for a Board meeting can be varied. If there are insufficient nominations received to fill all vacancies on the Board, or if a person is not approved by the majority of Members under clause REF _Ref167520689 \r \h \* MERGEFORMAT 15.3 REF _Ref217873312 \r \h (a), the positions will be deemed casual vacancies under clause� REF _Ref167520702 \r \h \* MERGEFORMAT 17.1. Deemed Membership All persons who are, prior to the approval of this Constitution under the Act, Members of the Club shall be deemed Members from the time of approval of this Constitution under the Act. REGULATIONS The Regulations are the key �delegated legislation� of the Club (sometimes referred to as by-laws). The ASC�s Sports Governance Principles recommend that �votes taken at Board or General Meetings should be passed by a majority of Directors/Members and not be subject to a casting vote. Procedure That Member will be subject to and submits unreservedly to the jurisdiction, procedures, penalties and the appeal mechanisms of the Club set out in the Regulations or as otherwise determined by the Board. It is recommended that the Club considers the introduction of a staggered rotation system for Board Members, with half of the Directors� positions becoming vacant each year as suggested in this clause. Postal or Electronic Voting No motion shall be determined by a postal or electronic ballot unless determined by the Board. Any recreation and sport organisation that has Junior Members therefore is subject to provisions of the CYP Act. DISTRIBUTION OF PROPERTY ON WINDING UP If upon winding up or cancellation of the Club there remains, after satisfaction of all its debts and liabilities, any assets or property, they shall not be paid to or distributed among the Members. Club constitution. 1) Definition of terms a) ‘Sports Association’ (SA) refers to the sub-group of The University of Bath Students’ Union (BUSU), its Executive Committee and its Officers, and all affiliated groups. The chair may, with the consent of any meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place. The appointed Directors may be appointed under clause 16. DISCIPLINE � PAGEREF _Toc384898216 \h 14 11. General Disclosure A general notice stating that a Director is a member of any specified firm or company and that they are �interested� in all transactions with that firm or company is sufficient declaration under clause REF _Ref167520990 \r \h \* MERGEFORMAT 18.8. Your regional and/or state association may have information that will assist you in developing this. The agenda shall be forwarded to each Director not less than four (4) days prior to such meeting. INCOME Income and property of the Association shall be: derived from such sources; and managed in such manner; as the Board determines from time to time subject always to the Act and this Constitution. Without limiting the power of the Board to regulate its meetings as it thinks fit, a meeting of the Board may be held where one or more of the Directors is not physically present at the meeting, provided that: all persons participating in the meeting are able to communicate with each other effectively, simultaneously and instantaneously whether by means of telephone or other form of communication; notice of the meeting is given to all the Directors entitled to notice in accordance with the usual procedures agreed upon or laid down from time to time by the Board or this Constitution. SEAL PAGEREF _Toc384898226 \h 22 21. Within this template there will be references to sections that would be detailed in the Regulations developed to accompany your Constitution. As a Club Licence requires an organisation to be a company within the meaning of the Corporations Act, this template will not be suitable (as it is a Constitution for an incorporated association) and legal advice should be sought in relation to a Constitution for a company. It is optional and does not need to be provided for under the Act. The Club shall indemnify its Directors and employees against all damages and losses (including legal costs) for which any such Director or employee may be or become liable to any third party in consequence of any act or omission, except wilful misconduct: in the case of a Director, performed or made while acting on behalf of and with the authority, express or implied, of the Club; or in the case of an employee, performed or made in the course of, and within the scope of, their employment by the Club. They do not need to be Members. 1 NAME The Club shall be called ………………………………………………………………………………………. These procedures can be varied. The notice can be: sent by pre-paid post to the Member�s registered address or; or sent by facsimile transmission or by electronic mail to the Member�s facsimile number or electronic mail address; or prominently posted on the Club�s website. Members acknowledge and agree that: this Constitution forms a contract between each of them and the Club and that they are bound by this Constitution and the Regulations. Adjournment of Meeting If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned until the same day in the next week at the same time and place or to a date, time or place determined by the chair. Discretion to Accept or Reject Application The Board, may acting in the best interests of the Club and in good faith, accept or reject an application whether the applicant has complied with the requirements in clause REF _Ref167520453 \r \h \* MERGEFORMAT 6.1 or not. �A Member shall be entitled to appoint in writing a natural person who is also a Member of the Club to be their proxy, and attend and vote at any General Meeting of the Club.�� Proxy voting is not permitted at any General Meeting. the betterment and promotion of sports in the Club; 6.2 to remove or suspend any member in the event of such member failing to comply with the Rules and Regulations of the Club; 6.3 to enter into agreement with any other sporting body or become affiliated to any Sports Union or Association if in its opinion it to be in the interest of the Club; REGISTER OF MEMBERS � PAGEREF _Toc384898213 \h 11 8. MEMBERS � The members of the Club and their rights and responsibilities are set out under this clause. The auditor may be removed by the Board. Where the Board accepts an application, the applicant shall become a Member. Recognition of Club The Club is a Member of the RSO and SSO and is recognised by those bodies as the entity responsible for the delivery of the Sport in the Local area in accordance with the Objects but subject always to compliance with this Constitution and the RSO and SSO�s constitutions. The Club, the Board or other Board authorised entity may confirm an earlier decision which may have been otherwise invalid because of a failure to give proper notice or other irregularity in procedure and the decision shall be deemed to be valid from the time it was originally made. Article 7 – Amendments (1) Any amendments to this constitution must be made in accordance with the constitution amendment provisions in Clubs Policy: General Club Procedures. ������������xskd`dYUYdQd`dYdYd h�g� hi� h�[ hkg ho h�[ h]wG hqe� h�0 �* hqe� �* !hqe� 5�B*\�^J nH ph33� tH hX� hqe� 5�mH nH u h�V# 5�mH nH u +hqe� hqe� 5�B* CJ. Records Kept in Accordance with the Act Proper accounting and other records of the Club including books, minutes, documents and securities shall be kept in accordance with the Act and otherwise shall be kept in the care and control of the secretary. (Bylaws define the articles of a constitution. These terms, despite their cultural weight, are not of any Constitutional relevance. Changes Binding on Members Amendments, alterations, interpretations or other changes to Regulations shall be advised to Members by such means as are determined and approved by the Board from time to time. The Board will determine what powers these committees are given. Any adjustment to the term of appointed Directors appointed under this Constitution necessary to ensure rotational terms under this Constitution shall be determined by the Board. There is another big reason for the need of a club constitution. The Club may choose to have both with the president having a leadership role as the nominal head of the Club and person as the chair who is the business leader of the Club. Nominations must be: in writing; on the prescribed form (if any) provided for that purpose; signed by two (2) Individual Members; certified by the nominee (who must be an Individual Member) expressing their willingness to accept the position for which they are nominated; and delivered to the Club not less than thirty-five (35)�days before the date fixed for the annual general meeting. Instead, the assets or property shall be given or transferred to another organisation(s) that has objects similar to those of the Club. This is a constitution or set of rules to regulate your management of any straight forward club, society, association or other organisation that is not a registered company. It should be emphasised that this Sample Constitution is not intended for a Club which owns significant assets or In alternate months it may meet not as a Board, but as a committee to address operational issues thereby keeping separate the strategic and operational dimensions of running a Club. Member means a Member of the Club for the time being under clause 5. A person must accept or reject the Club�s resolution to confer life membership in writing. Director means a member of the Board and includes any person acting in that capacity from time to time appointed in accordance with this. Having a constitution should help to clarify how club procedures work. DISCLAIMER:THE INFORMATION PROVIDED IN THIS CONSTITUTION IS FOR YOUR INFORMATION ONLY. All disclosed interests must also be disclosed to each annual General Meeting. See also section 23(c). These premises must be maintained by way of funds of the club. In addition to recording the use of the seal in the Board minutes, the Club should consider establishing a register for the use of the seal. Your Club may choose to refine your definition of �juniors� to allow Junior Members who are aged 16 years and older to attend and vote at the annual general meeting. There are other factors that may be required to be met. The annual membership subscription and any other fees or levies payable by Members or categories of Members to the Club, the benefits which apply, the time for, and manner of payment, shall be determined by the Board from time to time. All General Meetings other than the annual General Meeting shall be special General Meetings and shall be held in accordance with this Constitution. Typically, the constitution will set out: The constitution of an incorporated association provides the structure for how the association operates. The templates meet the requirements of the Associations Incorporation Act 1985 in South Australia and incorporate best practice governance principles as advocated by the Australian Sports Commission and Office for Recreation, Sport and Racing. The Financial year can be varied to suit your organisation, for example a winter sport may choose to run 1 January to 30 December. In particular, the Board shall act in accordance with the Objects and shall operate for the benefit of the Members and the Sport and community throughout the Local area. The income and property of the Club shall be applied solely towards the promotion of the Objects. Each club in conjunction with the Assistant Director, Campus Recreation administers all budget matters separately. Two (2) Directors must witness every use of the Seal, unless the Board determines otherwise. STATUS AND COMPLIANCE OF CLUB PAGEREF _Toc384898242 \h 30 37. The close of nominations for Board members is 35 days (see clause 15.2(e)) as is the call for notices of motion (see this clause 25). The accounts of the Club shall be examined and the correctness of the profit and loss accounts and balance sheets ascertained by an auditor or auditors at the conclusion of each Financial Year. While Constitutions can be changed and should be reviewed from time to time, it would be better to try and get it right now so that the Club can operate effectively and grow with time. Nothing in clauses REF _Ref217874251 \w \h 31(b) or REF _Ref159726009 \w \h 31(c) shall prevent payment in good faith to any Member for: any services actually rendered to the Club whether as an employee, director or otherwise; goods supplied to the Club in the ordinary and usual course of operation; interest on money borrowed from any Member; rent for premises demised or let by any Member to the Club; or any out-of-pocket expenses incurred by a Member on behalf of the Club; provided that any such payment shall not exceed the amount ordinarily payable between ordinary commercial parties dealing at arm�s length in a similar transaction. The Objects below are expressed to apply to a club level organisation. All business that is transacted at a General Meeting and at an annual General Meeting, with the exception of those matters set down in clause REF _Ref167521048 \r \h \* MERGEFORMAT 24 REF _Ref167521049 \r \h \* MERGEFORMAT (a), shall be special business. Grounds for Termination of Director In addition to the circumstances in which the office of a Director becomes vacant by virtue of the Act, the office of a Director becomes vacant if the Director: dies; becomes bankrupt or makes any arrangement or composition with their creditors generally; after reasonable consideration by the Board, is determined by the Board to have become Incapacitated and the Board reasonably expects the Director will remain Incapacitated for a period exceeding 3 months, provided always that: the Director is first given the opportunity to make written or oral submissions to the Board before a determination is made; and any determination made under this�clause 17.2�shall be made with the Directors acting reasonably; or resigns their office in writing to the Club; is absent without the consent of the Board from meetings of the Board held during a period of six (6) months; holds any office of employment with the Club without the approval of the Board; is directly or indirectly interested in any contract or proposed contract with the Club and fails to declare the nature of that interest; in the reasonable opinion of the Board (but subject always to this Constitution) has: acted in a manner unbecoming or prejudicial to the Objects and interests of the Club; brought themselves or the Club into disrepute; is removed by Special Resolution; or would otherwise be prohibited from being a director of a corporation under the Corporations Act 2001 (Cth.). The auditor and Directors shall also be entitled to receive notice of every General Meeting. In exercising its power under this clause, the Board should take into account broad stakeholder involvement. The Board�s role includes determining the Club�s strategic direction, core values and ethical framework, as well as key objectives and performance measures. For example, rules and technical committees, selection committees and judicial committees. If the Board so determines, the postal or electronic ballot shall be conducted under procedures determined by the Board from time to time. Objects means the Objects of the Club in clause 3. If a Director becomes interested in a matter after it is made or entered into, the declaration of the interest must be made at the first meeting of the Board held after the Director interest has arisen. Use of Register Subject to the Act, confidentiality considerations and privacy laws, the Register may be used by the Club solely to further the Objects, as the Board considers appropriate. After this General Meeting the positions of Directors shall be filled, vacated and otherwise dealt with in accordance with this Constitution. Refund of Membership Fees Membership fees or subscriptions paid by the discontinued Member may be refunded on a pro-rata basis to the Member upon discontinuance. Election and Appointment of Directors � The process for electing and appointing Directors is not entrenched in the Constitution. The Register shall be amended accordingly as soon as practicable. To enable ease of use, this model contains extensive footnotes and explanations on clauses and highlights sections that can be varied to suit your local situation. ANNUAL GENERAL MEETING The Club�s annual General Meeting shall be held in accordance with the Act and this Constitution. The Sports Club Council will be used as a vehicle that a club can petition to review said club’s budget if the club feels that budget requests were decided upon unfairly or incorrectly. The club constitution is a written document that states the rules and structures that govern the club. They are its reasons for existence and although this can be simply stated as �promotion and encouragement of the Sport� the changes in regulatory and commercial as well as sporting landscapes require a 21st century sporting body to have broad Objects. A notice of a General Meeting shall specify the place, day and hour of the meeting and shall state the business to be transacted at the meeting. Financial Year means (unless determined otherwise by the Board) the year ending on the next 30 June following incorporation and thereafter a period of 12 months commencing on 1�July and ending on 30 June each year. If the dispute is not resolved the Board may take whatever steps it considers appropriate in regard to the dispute in the best interests of the Club and the Members concerned. Name. For example, if there are six Directors the quorum should be four. After such general notice, it is not necessary for the Director to give a special notice regarding any particular transaction with that firm or company. The principle is based on the premise that if a majority cannot agree on an issue then the issued should be forfeited�. The ASC Sports Governance Principles recommend that �votes taken at Board or General Meetings should be passed by a majority of Directors/Members and not be subject to a casting vote. Procedure of Delegated Entity The procedures for any entity exercising delegated power shall, subject to this Constitution and with any necessary or incidental amendment, be the same as that applicable to meetings of the Board under clause REF _Ref167521021 \r \h \* MERGEFORMAT 18. A constitution is a document that provides the rules on how an organization of people (e.g., a small club, a university group, or even a group as large as a country or state) runs its affairs. All Directors shall have one (1) vote on any question. Procedural irregularities No decision of the Club, the Board or any Board authorised entity shall be invalid merely because of a failure to give proper notice under this Constitution or the Regulations or other irregularity in procedure required by this Constitution or the Regulations unless a person suffers substantial prejudice as a result of that failure to give proper notice or irregularity in procedure. This section should describe the process required to establish new bylaws or to revise established ones. The declaration does not need to record the number of votes in favour of or against the resolution; the result of the resolution must be recorded in the Club�s book of proceedings. This is not required, and it is up to the Club to decide how this will be handled. There is nothing in the document which precludes such titles being attached to particular Directors� offices. No business other than that stated on the notice for a General Meeting shall be transacted at that meeting. OBJECTS OF THE CLUB PAGEREF _Toc384898209 \h 9 4. If such condition is not satisfied within fifteen (15) minutes from the interruption, the meeting shall be deemed to have been terminated or adjourned; and any meeting held where one or more of the Directors is not physically present shall be deemed to be held at the place specified in the notice of the meeting, provided a Director is there present. In any other case, the interest should be disclosed to the Board at the next meeting of the Board. A club constitution is usually required for funding and if applying for tax relief. A basic constitution is provided below, although. Where Poll Demanded If a poll is duly demanded under clause REF _Ref159726307 \r \h \* MERGEFORMAT 26.4 it shall be taken in such a manner and either at once or after an interval or adjournment or otherwise as the chair directs. PROCEEDINGS AT GENERAL MEETINGS Quorum No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. ALTERATION OF CONSTITUTION PAGEREF _Toc384898240 \h 29 35. Board to Submit Accounts The Board shall submit the Club�s statements of account to the Members at the annual General Meeting in accordance with this Constitution and the Act. The template has been designed specifically for sport so it is more detailed than the model rules available on the Office of Fair Trading website. SUBSCRIPTIONS AND FEES � PAGEREF _Toc384898217 \h 14 12. This is especially important if you are passing on personal information to a third party, such as the regional and/or state association, and in some cases, the NSO. Term of Appointment Appointed Directors may be appointed by the elected Directors under this Constitution for a term of two years (2), which shall commence from the first Board meeting after the annual General Meeting until after the conclusion of the second annual General Meeting that follows. Incapacitated�means unable to fulfil duties as required by this Constitution or the Act, including being able to: understand the information relevant to the decisions that will have to be made in the role of Director; retain that information to the extent necessary to make those decisions; use or weigh that information as part of the decision making process; or communicate the decisions in some way. For example, rules and technical committees, selection committees and judicial committees to as “ the association.. 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