Constitution

 

Highvale Netball Club Incorporated

Constitution

Registration No. A0019001H

 

 

Contents

  1. Name. 2
  2. Objectives. 2
  3. Membership. 2
  4. Executive and Club Committee. 3
  5. Meetings. 6
  6. Voting. 7
  7. Alteration to Constitution. 7
  8. Financial7
  9. Discipline, Suspension and Expulsion of Members. 8
  10. Disputes and Mediation. 9
  11. Member Protection Policy. 10
  12. Miscellaneous. 10

 

 

 

 

1.     Name

1.1.   The name of this body shall be the “Highvale Netball Club”, hereafter called “the club”. The club colours are green and gold.

2.     Objectives

2.1.   To manage all teams represented by the club and to provide a safe and friendly environment for players and their families to enjoy the sport of Netball.

3.     Membership

3.1.  Club

3.1.1.Membership of the club is formed by the players, life members and the committee.

3.1.2.For the purposes of this rule the parents or guardians of players who are under 18 years old will be able to vote for their child with full voting rights at any meetings. Each member will be allowed one vote.

3.1.3.With exception of life members, membership shall be on a yearly basis aligned to the Calendar year.

3.1.4.The club committee shall have the power to accept or reject any application for entry to the club.

3.2.              General rights of members

A member of the Association who is entitled to vote has the right—

3.2.1.    to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and

3.2.2.    to submit items of business for consideration at a general meeting; and

3.2.3.    to attend and be heard at general meetings; and

3.2.4.    to vote at a general meeting; and

3.2.5.    to have access to the minutes of general meetings and other documents of the Association as provided under rule 75; and

3.2.6.    to inspect the register of members.

A member is entitled to vote if—

3.2.7.    the member is a member other than an associate member; and

3.2.8.    more than 10 business days have passed since he or she became a member of the Association; and

3.2.9.    the member’s membership rights are not suspended for any reason.

3.3.              Associate members

Associate members of the Association include—

3.3.1.    any members under the age of 18 years; and

3.3.2.    any other category of member as determined by special resolution at a general meeting.

An associate member must not vote but may have other rights as determined by the Committee or by resolution at a general meeting.

3.4.  Life

3.4.1.The club shall have the power to elect one or more Honorary Life Members, such membership being restricted to those whose service to the club has been worthy of the highest honour, and has extended over a period of not less than eight {8} years active service. Life members shall be elected as follows:-

3.4.1.1.           Life members shall be elected at an Annual General Meeting of the club by a three-fourths majority of those present entitled to vote and voting; vote to be taken by ballot.

3.4.1.2.           Written nominations, properly proposed, must be given to the club Secretary at least 28 clear days before the date of the Annual General Meeting.

3.4.2.The club committee must meet and decide whether to second the nomination. If the nomination is seconded it will be presented to the Annual General Meeting.

3.5.   Ceasing membership

3.5.1.    The membership of a person ceases on resignation, expulsion or death.

3.5.2.    If a person ceases to be a member of the Association, the Secretary must, as soon as practicable, enter the date the person ceased to be a member in the register of members.

3.6.              Resigning as a member

3.6.1.    A member may resign by notice in writing given to the Association.

3.6.1.1.                      A member is taken to have resigned if—

  • the member’s annual subscription is more than 12 months in arrears; or
  • where no annual subscription is payable—
  • the Secretary has made a written request to the member to confirm that he or she wishes to remain a member; and
  • the member has not, within 3 months after receiving that request, confirmed in writing that he or she wishes to remain a member.

3.7.  Committee

3.7.1.Any person elected to the club committee automatically becomes a club member.

4.     Executive and Club Committee

4.1.  ClubCommittee:

4.1.1.The Club Committee shall consist of not less than five {5} and not more than the number of teams playing in the current season.

4.1.2.A committee member must disclose any ‘material personal interest’ to the committee as soon as they are aware of this interest. A material personal interest is something that can have significant impact on a matter the association is discussing. All members must be advised of the nature and extent of this interest at the next general meeting.

4.1.2.1.           The details of the interest must be recorded in the committee meeting minutes.

4.1.2.2.           The committee member cannot:

  • Be present while the matter is discussed at the committee meeting, and
  • Vote on this matter

The above does not apply if the:

  • Interest exists only because the person is employed by the association, or
  • Association was established to benefit members in the same membership class, or
  • Person shares this interest with all, or most, of the association’ members.

4.1.3.Each officer of the Association shall hold office until the annual general meeting next after the date of his or her election but is eligible for re-election.

4.2.  Election:

4.2.1.The Club Committee shall be elected at the Annual General Meeting. Any person may be nominated for the Committee, however, such persons must either be in attendance at, or have consented in writing prior to the Annual General Meeting.
4.2.2.The Committee shall meet within two {2} weeks of the date of the Annual General Meeting and shall elect the executive and other roles on the Committee.

4.3.   Executive (Office Holders):

The club Executive (Office Holders) shall consist of: –

  • President
  • Vice President
  • Secretary
  • Treasurer

4.3.1.Responsibilities and Power of Executive (Office Holders):

4.3.1.1.           The Club Executive (Office Holder) shall Co-ordinate all facets of the administration of the club.

4.3.1.2.           Executive (Office Holders) have certain legal duties. An Executive (Office Holder) must:

  • Carry out their duties with care and diligence
  • Carry out their duties in good faith in the best interests of the association, and for the proper purpose (not for example, their own profit)
  • Not use information acquired through their position for personal advantage, the advantage of others, or to the detriment of the association.

4.3.1.3.           If an Executive (Office Holder) makes a business decision relating to the operation of the association, they must, among other things:

  • Make the decision in the best interest of the association.
  • Not have a personal interest in the decision.

4.3.2.Protection for Executive (Office Holders).

4.3.2.1.           The association must indemnify it’s Executives (Office Holders) from liability for activities they undertake on behalf of the association in good faith. This will protect these individuals (although not where they have deliberately broken the law).

4.3.3.Determine means of implementing Club Committee Policy.

4.4.   Responsibilities and Powers of Club Committee: The Committee shall: –

4.4.1.Deal with all protests and disputes as per section 9 of these rules.

4.4.2.Process all registrations.

4.4.3.Determine seasonal subscriptions, and any other levies deemed necessary.

4.4.4.Determine trophies to be awarded.

4.4.5.Appoint any sub-committee it may deem necessary.

4.4.6.Deal with any business it may deem necessary.

4.4.7.Take any or all action as it deems necessary for the welfare of the club, having the right to interpret these rules, and impose penalties on any Club Member.

4.4.8.Develop polices, guidelines and position descriptions required for the day to day running of the club.

4.4.9.Appoint Coaches, Team Co-ordinators and Team Managers for each team.

4.4.10.   Co-ordinate Umpiring responsibilities.

4.4.11.   Communicate regularly to members in a manner deemed appropriate.

4.5.  Vacancies:

4.5.1.Any Club Committee position becoming vacant during the year shall be filled by a person nominated by the Executive as required.

4.5.2.Any person on the Club Committee who is absent from three consecutive meetings shall forfeit his/her position.

4.6.   Duties of Executive:

4.6.1.President – The President shall preside at all meetings of the club, except as otherwise provided and shall have the casting vote.

4.6.2.Secretary – The Secretary shall: –

4.6.2.1.           Ensure there is a register of all members of the club.

4.6.2.2.           Carry out all directions properly given.

4.6.2.3.           Keep all necessary records and minutes.

4.6.2.4.           Attend to all correspondence.

4.6.2.5.           Report to the Executive any breaches of these rules (as soon as practicable).

4.6.2.6.           Except as otherwise provided in these rules, shall keep in his/her custody or under his/her control all books, documents and securities of the club.

4.6.2.7.           Assume the duties of the Secretary of the club, as laid down in the Associations Incorporation Reform Act 2012.

4.6.3.Treasurer – The Treasurer shall: –

4.6.3.1.           Receive all monies on behalf of the club, and shall deposit same to the credit of the club as soon as possible, in such bank as the Executive shall appoint.

4.6.3.2.           Pay all accounts.

4.6.3.3.           Keep correct accounts and books showing the financial affairs of the club with full details of receipts and expenditure connected with the activities of the club. Such accounts and books shall be available for inspection by members.

4.6.3.4.           Financial Year for the Association will run from 1st November to the 31st October the following year, all books to be closed by the 31st October to enable preparation of Annual Treasurers Report to be presented at the AGM.

4.6.3.5.           Ensure that there are at least three (3) official signatories for banking. These would consist of at least the President, Secretary and Treasurer.

4.6.3.6.           Ensure cheques drawn by the club are signed by any two of the official signatories.

4.6.4.Vice President: The Vice President shall: –

4.6.4.1.           Undertake President duties should the President be unavailable

4.7.   Term of office

4.7.1.a committee member holds office until the positions of the Committee are declared vacant at the next annual general meeting.

4.7.2.    A committee member may be re-elected.

4.7.3.    A general meeting of the Association may—

4.7.3.1.           by special resolution remove a committee member from office; and

4.7.3.2.           elect an eligible member of the Association to fill the vacant position in accordance with this Division.

4.7.4.A member who is the subject of a proposed special resolution may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.

4.7.5.The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting at which the special resolution is to be proposed.

4.8.   Vacation of office

4.8.1.    A committee member may resign from the Committee by written notice addressed to the Committee.

4.8.2.    A person ceases to be a committee member if he or she—

4.8.3.    ceases to be a member of the Association; or

4.8.3.1.           fails to attend 3 consecutive committee meetings (other than special or urgent committee meetings) without leave of absence under rule 67; or

4.8.3.2.                      otherwise ceases to be a committee member by operation of section 78 of the Act.

4.9.              Filling casual vacancies

4.9.1.    The Committee may appoint an eligible member of the Association to fill a position on the Committee that—

4.9.1.1.                      has become vacant; or

4.9.1.2.                      was not filled by election at the last annual general meeting.

4.9.2.    If the position of Secretary becomes vacant, the Committee must appoint a member to the position within 14 days after the vacancy arises.

4.9.3.    The Committee may continue to act despite any vacancy in its membership.

5.     Meetings

5.1.  Committee meetings

At meetings of the committee-

5.1.1.The President or, in the President’s absence, the Vice-President presides; or

5.1.2.If the President and the Vice-President are absent, or are unable to preside, the members present must choose one of their members to preside.

5.1.3.Technology is allowed for attendance at general meetings and committee meetings. Participants must be able to communicate ‘clearly and simultaneously with each other’.

5.2.   Annual General Meeting: –

5.2.1.The Annual General Meeting shall be held prior to the end of the Spring Season each year. Twenty eight days’ notice in writing of this meeting shall be given to all members.

5.2.2.No item of business shall be transacted at an Annual General Meeting unless a quorum of members, entitled under these rules to vote, is present during the time when the meeting is considering that item.

5.2.3.Ten members personally present (being members entitled under these rules to vote at an Annual General Meeting) constitute a quorum for the transaction of the business of an Annual General Meeting.

5.2.4.If within half an hour after the appointed time for the commencement of an Annual General Meeting, a quorum is not present, the meeting shall be dissolved and shall stand adjourned to the same day in the next week at the same time and location (unless another location is specified by the Chairman at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present, being not less than four {4}, shall be the quorum.

5.2.5.The purpose of the Annual General Meeting shall be to:-

5.2.5.1.           Elect the Club Committee for the coming year.

5.2.5.2.           Receive annual reports and financial statements for the past year.

5.3.   Special Meetings

5.3.1.Special meetings of the club shall be convened, if so directed by the Club Committee or if petitioned to in writing by the members, such petition being signed by not less than twenty members entitled to vote, and clearly defining the purpose of such meetings. Upon receipt of direction or petition, the Secretary must convene a meeting within fourteen days and must give members seven days’ notice in writing, such notice to clearly define the purpose of the meeting.

5.4.  Executive and Club Committee Meetings

5.4.1.Executive and Club Committee Meetings shall be convened by the Secretary, as required. The quorum required for these meetings are:

5.4.1.1.           Club Executive – 2 in attendance

5.4.1.2.           Club Committee – 4 in attendance

5.4.2.No business may be conducted unless a quorum is present.

5.4.3.If within half an hour of the time appointed for the meeting a quorum is not present-

5.4.3.1.           In the case of a special meeting–the meeting lapses

5.4.3.2.           In any other case–the meeting shall stand adjourned to the same place, time and day in the following week.

6.     Voting

6.1.   Entitlements

6.1.1.All members, present at meetings, are entitled to one vote each, where the member is less than 18 years old their parent or Guardian may vote in their place.

6.1.2.Votes by Proxy at any meeting will not be accepted.

6.2.   Annual General Meetings

6.2.1.All Members are entitled to vote, The Chair is only entitled to a casting vote.

6.3.   Special Meetings

6.3.1.All Members are entitled to vote. The Chair is only entitled to a casting vote.

6.4.   Executive and Club Committee Meetings

6.4.1.Each Club Committee Member is entitled to one vote. The Chair shall have a deliberate vote, and in the case of equality of votes shall have a second or casting vote.

6.4.2.A Committee Member who has a material personal interest in a matter being considered at a committee meeting must not be present while the matter is being discussed and voted on.

6.5.   Motions

6.5.1.To pass a motion there must be a three fourths { ¾ } majority of those present and entitled to vote. Voting will be by show of hands.

7.     Alteration to Constitution

7.1.   The Constitution shall not be altered, amended or repealed except at an Annual General Meeting (or special meeting called for the purpose). To effect an alteration to the constitution, the following procedures shall be adhered to: –

7.1.1.Notice in writing setting out exactly the proposed amendment must be received by the Secretary no later than fourteen {14} days prior to the declared date of the Annual General Meeting.

7.1.2.The Secretary shall give not less than seven {7} days’ notice of the proposals to each Club Member before the Annual General Meeting (or Special Meeting).

8.     Financial

8.1.  Subscriptions

8.1.1.The funds of the club shall be derived from Subscriptions and other sources as determined by the Club Committee.

8.1.2.All players must pay their subscription by the third round of the season, or later at the discretion of the Executive.

8.1.3.The Executive may invoke suspension for late or non-payment of subscriptions.

8.2.   Petty Cash

8.2.1.An approved member of the committee may draw an amount approved by the committee against Petty Cash, provided a Petty Cash Book is kept showing all incidental expenditure.

8.3.   Auditor

8.3.1.An Auditor, if required, who shall not be a member of the club, shall be appointed by the Executive and ratified at the Annual General Meeting.

9.     Discipline, Suspension and Expulsion of Members

9.1.   Subject to these Rules, if the Committee considers that a member refuses or neglects to comply with these Rules, or is guilty of conduct unbecoming a member or prejudicial to the interests the Club, the Committee may –

9.1.1.Issue a written warning to the member; or

9.1.2.Suspend the member for a specified period; or

9.1.3.Expel the member.

9.2.   Unless there are exceptional circumstances, before determining that a member is guilty of the conduct specified in sub-rule (9.1), the Committee must give the member:

9.2.1.Full details in writing of the allegations against them; and

9.2.2.A proper opportunity to be heard, including giving due consideration to any written statement submitted by the member.

9.3.   A resolution of the Committee under sub-rule (9.1) has no effect unless –

9.3.1.The Committee confirms it at a meeting under sub-rule (9.4); and

9.3.2.If the member appeals to the Club under this rule, the Club confirms the resolution in accordance with this rule.

9.4.   A Committee meeting to confirm or revoke a resolution under sub-rule (9.1) must be held no earlier than 14 days and no later than 28 days, after notice is given to the member under sub-rule (9.5).

9.5.   To give notice under sub-rule (9.4), the Secretary must, as soon as practicable, ensure a written notice is given to the member –

9.5.1.Setting out the resolution of the Committee and the grounds for it; and

9.5.2.Stating that the member or his or her representative, may address the Committee at a meeting to be held no earlier than 14 days and no later than 28 days after notice is given to the member; and

9.5.3.Stating the date, place and time of the meeting; and

9.5.4.Telling the member that the member may do one or both of the following –

9.5.4.1.           Attend the meeting;

9.5.4.2.           Give the Committee before the meeting date a written statement seeking the revocation of the resolution;

9.5.5.Telling the member that, if the Committee confirms the resolution at the meeting, the member may no later than 48 hours after the meeting, give the Secretary a notice stating that the member wants to appeal to the Club in general meeting.

9.6.   At a Committee meeting to confirm or revoke a resolution passed under sub-rule (9.1), the Committee must –

9.6.1.Give the member, or his or her representative, a proper opportunity to be heard; and

9.6.2.Give due consideration to any written statement submitted by the member; and

9.6.3.Determine by resolution whether to confirm or to revoke the resolution.

9.7.   If at the Committee meeting, the Committee confirms the resolution, the member may, no later than 48 hours after the meeting, give the Secretary a notice stating that the member wants to appeal to the Club in general meeting.

9.8.   If the Secretary receives a notice under sub-rule (9.7), the member must notify the Committee and the Committee must hold a special general meeting of the Club within 21 days of the date when the Secretary received the notice.

9.9.   At a special general meeting of the Club convened under sub-rule (9.8) –

9.9.1.No business other than the appeal may be conducted; and

9.9.2.The Committee may put to the meeting details of the grounds for the resolution and the reasons for passing it; and

9.9.3.The member, or his or her representative, must be given an opportunity to be heard; and

9.9.4.The members present must vote by secret ballot on whether the resolution should be confirmed or revoked.

9.10.A resolution is confirmed if, at the special general meeting, two-thirds or more of the members vote in favour. Otherwise, the resolution is revoked.

10.           Disputes and Mediation

10.1.The grievance procedure set out in this rule applies to disputes under these Rules between-

10.1.1.   A member and another member; or

10.1.2.   A member and the club.

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

10.2.1.   If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within ten {10} days, hold a meeting in the presence of a mediator.

10.2.2.   The mediator must be-

10.2.2.1.        A person chosen by agreement between the parties; or

10.2.2.2.        In the absence of agreement-

I.        In the case of a dispute between a member and another member, a person appointed by the committee of the club; or

II.        In the case of a dispute between a member and the club, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).

10.2.3.   A member of the club can be a mediator.

10.2.4.   The mediator cannot be a member who is a party to the dispute.

10.2.5.   The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

10.2.6.   The mediator, in conducting the mediation, must–

10.2.6.1.        Give the parties to the mediation process every opportunity to be heard; and

10.2.6.2.        Allow due consideration by all parties of any written statement submitted by any party; and

10.2.6.3.        Ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

10.2.7.   The mediator must not determine the dispute.

10.2.7.1.        If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

11.           Member Protection Policy

11.1.The members of the club adopt the Netball Victoria Member Protection Regulation as a by-law with any amendments

12.           Miscellaneous

12.1.Funds

12.1.1.   The funds of the club shall be derived from Subscriptions and other sources as determined by the Club Committee.

12.2.Winding up or Cancellation

12.2.1.   In the event of winding up or the cancellation of the incorporation of the club, the assets of the club shall be disposed of in accordance with the provisions of the Associations Incorporation Reform Act 2012.

12.3.Common Seal

12.3.1.   The Secretary shall keep the Common Seal of the Club, which shall not be affixed to any instrument except by the authority of the Club Committee and the affixing of a Common Seal shall be attended by the signature of either the Secretary and one other member of the Club Committee or by two members of the Club Committee.

12.4.Other Rules

12.4.1.   Committee Members are to discharge duties with reasonable care and diligence to exercise powers and discharge duties in good faith and for a proper purpose. Office holders who fail to discharge their duties appropriately can be fined up to $20,000.

12.4.2.   Where not covered in these rules, the club will adhere to the provisions of the Associations Incorporation Reform Act 2012.

12.5.Custody and inspection of books and records

12.5.1.   Members may on request inspect free of charge—

12.5.1.1.        the register of members;

12.5.1.2.        the minutes of general meetings;

12.5.1.3.        subject to sub rule (12.5.2), the financial records, books, securities and any other relevant document of the Association, including minutes of Committee meetings.

12.5.2.   The Committee may refuse to permit a member to inspect records of the Association that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Association.

12.5.3.   The Committee must on request make copies of these rules available to members and applicants for membership free of charge.

12.5.4.   Subject to sub rule (12.5.2), a member may make a copy of any of the other records of the Association referred to in this rule and the Association may charge a reasonable fee for provision of a copy of such a record.

12.5.5.   For purposes of this rule—

Relevant documents means the records and other documents, however compiled, recorded or stored, that relate to the incorporation and management of the Association and includes the following—

12.5.5.1.                   its membership records;

12.5.5.2.                   its financial statements;

12.5.5.3.                   its financial records;

12.5.5.4.                   records and documents relating to transactions, dealings, business or property of the Association.

12.6.Winding up and cancellation

12.6.1.   The Association may be wound up voluntarily by special resolution.

12.6.2.   In the event of the winding up or the cancellation of the incorporation of the Association, the surplus assets of the Association must not be distributed to any members or former members of the Association.

12.6.3.   Subject to the Act and any court order made under section 133 of the Act, the surplus assets must be given to a body that has similar purposes to the Association and which is not carried on for the profit or gain of its individual members.

12.6.4.   The body to which the surplus assets are to be given must be decided by special resolution.