CONSTITUTION OF BOXING AUSTRALIA

Transcription

1 CONSTITUTION OF BOXING AUSTRALIA Amended on 5th April 2017

2 2 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions In this Constitution, unless the context otherwise requires: AIBA means the International Boxing Association; an association incorporated in the Swiss Confederation. AIBA Anti-Doping Rules mean the Rules adopted by AIBA in conformity with its responsibilities under the World Anti-Doping Code. AIBA By-laws mean the By-laws adopted from time to time by AIBA pursuant to article 38 of the AIBA Statutes. AIBA Code of Ethics means the Code adopted from time to time by AIBA dealing with ethical issues. AIBA Disciplinary Code means the Code adopted from time to time by AIBA dealing with discipline issues. AIBA s Statutes, By-Laws, Rules and Codes mean the Statutes, By- Laws, Rules and Codes of AIBA as in force from time to time. AIBA Statutes mean the Constitution of AIBA, as may be amended from time to time. AIBA Technical and Competition Rules mean collectively the AIBA Technical Rules, the AOB Competition Rules, the APB Competition Rules and the WSB Competition Rules as adopted and amended by AIBA from time to time. AIBA Technical Rules mean the technical rules adopted by AIBA from time to time and which apply to AOB, APB and WSB.

3 3 Alternative Delegate means a person appointed in accordance with clause of this Constitution to represent a Member Association at a General Meeting or General Meetings of Boxing Australia in lieu of that Member Association s Delegate. Annual General Meeting means a meeting of the Member Associations convened in accordance with clause 10.1 of this Constitution. AOB means AIBA Open Boxing. AOB Competition Rules mean the competition rules for AOB adopted by AIBA from time to time. APB means AIBA Pro Boxing. APB Competition Rules mean the competition rules for APB adopted by AIBA from time to time. Auditor means the Auditor of Boxing Australia appointed by the Board in accordance with clause 20.2 of this Constitution. Board means the Board of Directors of Boxing Australia acting in concert in the execution of the powers and duties specified in this Constitution. Boxing means the sport of boxing. Boxing Australia means Boxing Australia Limited (ACN ); a company limited by guarantee. Boxing officials mean coaches, assistant coaches, referees, judges, timekeepers, gloving stewards, match makers, promoters, boxers managers, team managers and other like officials. Chairperson means a person who, as the case requires, chairs: a General Meeting in accordance with clause 11.3 of this Constitution; or

4 4 a meeting of the Board in accordance with clause 15.6 of this Constitution. Chief Executive Officer means the Chief Executive Officer of Boxing Australia appointed by the Board in accordance with clause 18.1 of this Constitution; and shall also be taken to refer to any other person performing the duties of the Chief Executive Officer from time to time with the approval of the Board. Committee means a Committee of Boxing Australia established by the Board in accordance with clause 17.1 of this Constitution. Company Secretary means the Company Secretary of Boxing Australia appointed by the Board in accordance with clause 19.1 of this Constitution; and shall also be taken to refer to any other person performing the duties of the Company Secretary from time to time with the written approval of the Board. Constitution means this Constitution, as may be amended from time to time. Co-opted Director means a Director co-opted to the Board in accordance with clause 13.2 of this Constitution. Corporations Act means the Corporations Act 2001 (Cth), as may be amended from time to time; and shall also be taken to refer to any Act of the Commonwealth of Australia which may replace the Corporations Act 2001 (Cth). Delegate means a person appointed in accordance with clause 10.9 of this Constitution to represent a Member Association at a General Meeting or General Meetings of Boxing Australia.

5 5 Director means, as the case requires, an elected Director or a co-opted Director. Elected Director means, as the case requires: the first President; a first other elected Director; a Director elected in accordance with clause 13.4 of this Constitution. Financial Year means a year calculated in accordance with clause 20.3 of this Constitution. First other elected Director means a person referred to in clause 13.3 of this Constitution. First President means a person referred to in clause 13.3 of this Constitution. General Meeting means a meeting (including an Annual General Meeting) of the Member Associations convened in accordance with clause 10.1 or clause 10.2 of this Constitution. Member Association means a company or an incorporated association that is a member of Boxing Australia in accordance with clauses 6.1 and, where applicable, 8.3(f) of this Constitution. Minutes means Minutes of: (d) General Meetings; meetings of the Board; meetings of Committees; Telecommunications Meetings conducted in accordance with the requirements of clause 16.1 of this Constitution;

6 6 (e) resolutions of the Member Associations carried otherwise than at General Meetings in accordance with clause 12.3 of this Constitution; and (f) resolutions of the Board carried by exchange of documents in accordance with clause 15.7 of this Constitution. Objects mean the objects of Boxing Australia as specified in clause 2.1 of this Constitution. Official Position means an elected or appointed position on the Board, Committee of Management, or like executive body of a Member Association. Ordinary Resolution means a resolution carried by a simple majority of those present and entitled to vote at, as the case requires: a General Meeting; a meeting of the Board. Participants mean those persons engaged in, or associated with, the sport of boxing as boxers, boxing officials and members of Member Associations; together with all other individuals, clubs, associations and other entities who or which are registered or otherwise affiliated with Member Associations. President means, as the case requires: the first President; the President elected in accordance with clause 15.1 of this Constitution. Regulation means a Regulation made in accordance with clause 14.3 of this Constitution. Resolution means, as the case requires, either an Ordinary Resolution or a Special Resolution.

7 7 Special Resolution means a resolution carried at a General Meeting by not less than 75% of the Member Associations entitled in accordance with this Constitution to vote on the motion for such Special Resolution. Sporting Power means the power and authority vested in Boxing Australia by AIBA for the exclusive management and control of boxing in Australia. Telecommunications Meeting means a meeting conducted in accordance with clause 16.1 of this Constitution. WADA means the World Anti-Doping Authority. World Anti-Doping Code means the Anti-Doping Code as adopted by WADA from time to time. World Series of Boxing means the international boxing league competition known as the World Series of Boxing, or such other name as may replace that name from time to time. WSB means World Series of Boxing SA. WSB Competition Rules mean the competition rules for the World Series of Boxing adopted by AIBA from time to time. 1.2 Interpretation In this Constitution, unless the context otherwise requires: a reference to a Member Association present at a General Meeting means the Member Association present by its Delegate or Alternative Delegate; a reference to a document includes a reference to any amendment made to the same from time to time; and, unless the contrary intention is apparent, also includes a reference

8 8 to a document or documents designed to replace the original document; (d) words importing any gender include all other genders; a reference to a company, an incorporated association or any other body includes a reference to its successors in law; (e) (f) the singular includes the plural and vice versa; a reference to a law incorporates references to all regulations, by-laws and other instruments made pursuant to such law; (g) a reference to a law, be it of the Commonwealth or of a State or Territory, includes references to any amendments to, or replacements of, such law; (h) the words include, includes, including and for example are not to be construed as words of limitation; where, by any provision in this Constitution, a document (including a notice) is required to be signed, that requirement may be satisfied in relation to an electronic communication of such document in any manner: permitted by any Commonwealth, State or Territory law relating to electronic transmissions; or otherwise permitted by law; or in such other manner as the Board may from time to time determine; and (j) writing and written include printing, typing and all other modes of reproducing words in a visible form; including,

9 9 without any limitation, any representation of words in a physical document, or in an electronic communication or form, or otherwise. 1.3 Corporations Act In this Constitution, unless the context requires otherwise, an expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Corporations Act, the same meaning as in that provision of the Corporations Act. The provisions of the Corporations Act that apply as replaceable rules are displaced by this Constitution and accordingly do not apply to Boxing Australia. 1.4 Headings Headings are inserted in this Constitution for convenience only and do not affect the interpretation of the Constitution. 1.5 Severance If any provision, or any part of any provision, in this Constitution is invalid or unenforceable in any jurisdiction, such provision or part shall, where possible, be read down for the purposes of that jurisdiction so as to be valid and enforceable in that jurisdiction. If, for the purposes of clause 1.5 of this Constitution, a provision, or a part of a provision cannot be so read down, then it shall be

10 10 severed from this Constitution to the extent of the invalidity or unenforceability without affecting: the remaining provisions in this Constitution; or the validity or enforceability of that provision, or that part of that provision, in any other jurisdiction. 2. GOVERNANCE AND OBJECTS 2.1 The Governance Of Boxing Australia The International Boxing Association ( AIBA ) is the sole international sporting authority entitled to make and enforce regulations for the control and encouragement of boxing. So that this authority may be exercised in a fair and equitable manner, AIBA has drawn up Statutes, By-Laws, Rules and Codes for the governance of boxing. Boxing Australia is a member of AIBA, and is recognised by AIBA as the sole national sporting body for the enforcement of AIBA s Statutes, By-Laws, Rules and Codes, the exercise of the Sporting Power, and the control of boxing in Australia. In the event of any conflict between this Constitution and the provisions of AIBA s Statutes, By-Laws, Rules and Codes, AIBA s Statutes, By-Laws, Rules and Codes shall prevail; subject only to the requirements, if any, of the laws (written and unwritten) of the Commonwealth, the States and the Territories of Australia. 2.2 The Objects Of Boxing Australia

11 11 The Objects of Boxing Australia shall be to: adopt and exercise the Sporting Power as the National Federation for boxing in Australia; act as the sole Australian affiliated member of AIBA in accordance with the AIBA Statutes, By-Laws, Rules and Codes; (ba) (bb) (bc) govern, regulate and control both AOB and APB in Australia; observe and apply the AIBA Technical and Competition Rules; ensure that all boxing competitions conducted or authorised by Member Associations are conducted in accordance with the AIBA Technical and Competition Rules; together with such other rules as may be adopted by Boxing Australia consistently with the AIBA Technical and Competition Rules; (bd) regulate boxing in Australia in accordance with: this Constitution; and insofar as the laws (written and unwritten) of the Commonwealth, the States and the Territories of Australia permit, the Statutes, By-Laws, Rules and Codes of AIBA; conduct, encourage, promote, advance, control and manage all levels of boxing in Australia interdependently with Member Associations, participants and others; (d) encourage the provision and development of appropriate facilities for participation in boxing; (e) maintain and enhance the standards, quality and reputation of boxing for the collective and mutual benefit and interests of Member Associations, participants and boxing;

12 12 (f) promote the sport of boxing for commercial, government and public recognition and benefits; (g) be the only body entitled to prepare and enter Australian teams in international boxing competitions; (h) promote, control, manage and conduct boxing events, competitions and championships; represent the interests of Member Associations, and the sport of boxing generally, in all appropriate forums; (j) (k) have regard to the public interest in its operations; and undertake such other actions and activities as are necessary, incidental or conducive to the advancement of these Objects. 2.3 Responsibilities To AIBA Insofar as the laws (written and unwritten) of the Commonwealth, the States and the Territories of Australia permit, Boxing Australia shall at all times comply with and observe the requirements of: (iii) (iv) (v) (vi) (vii) the AIBA Statutes; the AIBA By-Laws; the AIBA Technical and Competition Rules; the AIBA Code of Ethics; the AIBA Disciplinary Code; the AIBA Anti-Doping Rules; and the World Anti-Doping Code; as the same may provide from time to time.

13 13 Insofar as the laws (written and unwritten) of the Commonwealth, the States and the Territories of Australia permit, Boxing Australia shall at all times use its best endeavours to ensure that each of: (iii) its Member Associations; the members of its Member Associations; the boxers registered on the Registers of Boxers maintained by its Members Associations; and (iv) the boxing officials registered on the Registers of Boxing Officials maintained by its Member Associations; shall at all times comply with and observe the requirements of the measures referred to in clause 2.3 of this Constitution. 3. POWERS 3.1 The Powers Of Boxing Australia Solely for the purpose of furthering the Objects referred to in clause 2.2 of this Constitution, Boxing Australia, in addition to the Sporting Powers and any other powers it has under the Corporations Act, has the legal capacity and powers of a company limited by guarantee as set out under s 124 of the Corporations Act. 3.2 AIBA Professional Boxing Boxing Australia may establish an organisational division or other entity under its control to administer APB in Australia. Insofar as the laws (written and unwritten) of the Commonwealth, the States and the Territories of Australia may permit, the President from

14 14 time to time shall preside over the organisational division or other entity referred to in clause 3.2 of this Constitution. Boxing Australia recognises Boxing Marketing Arm SA as the sole and exclusive promoter of the APB program at both the continental and world levels. (d) Boxing Australia shall not associate with a promoter who or which is associated with a professional boxing or professional combat sporting organisation (other than AIBA, APB, WSB and/or such other professional entity or entities as may be established or authorised by AIBA). 3.3 Other Sporting Organisations Boxing Australia may not be a member of, or affiliated with, any professional boxing or professional combat sporting organisation other than: (d) AIBA; APB; WSB; and such other professional entity or entities as may be established or otherwise recognised by AIBA from time to time. 4. INCOME AND PROPERTY OF BOXING AUSTRALIA 4.1 Sole Purpose The income and property of Boxing Australia shall only be applied towards the promotion of the Objects of Boxing Australia. 4.2 Payments To Member Associations

15 15 No income or property shall be paid or transferred directly or indirectly to any Member Association except for payments to a Member Association: in return for any services rendered or goods supplied in the ordinary and usual course of business to Boxing Australia; or of interest at a rate not exceeding current bank overdraft rates of interest for moneys lent; of reasonable rent for premises leased to Boxing Australia by such Member Association; or (d) for any out-of-pocket expenses incurred by such Member Association on behalf of Boxing Australia. 5. BINDING EFFECT 5.1 Binding Effect Of This Constitution All persons who are members of a Member Association, and all boxers, boxing officials and other individuals, clubs, associations and other entities which are registered or affiliated with a Member Association, shall be subject to and bound by: this Constitution; and all Regulations made pursuant to this Constitution. 6. MEMBER ASSOCIATIONS 6.1 Admission Of Member Associations Membership of Boxing Australia is limited to Member Associations. Each Member Association shall be either a company or an incorporated association, and shall conduct its affairs in accordance

16 16 with the Objects and with its obligations under clauses 6.2 and 6.3 of this Constitution. Each Member Association must submit to the Board a declaration in writing, duly executed by or on behalf of the Member Association, by which the Member Association undertakes to: be bound by: (A) this Constitution, and the Regulations made pursuant to it; as in force from time to time; and (B) subject to any applicable law or laws (written or unwritten) of the Commonwealth, the States and the Territories of Australia, the requirements of the measures referred to in clause 2.3 of this Constitution; subject to any applicable law or laws (written or unwritten) of the Commonwealth, the States and the Territories of Australia, at all times use its best endeavours to ensure that each of: (A) (B) its members; the boxers registered on the Register of Boxers maintained by it; and (C) the boxing officials registered on the Register of Boxing Officials maintained by it; shall at all times comply with and observe the requirements of the measures referred to in clause 2.3 of this Constitution;

17 17 (iii) pay the fees and subscriptions determined to apply to the Member Association under clause 9 of this Constitution; and (iv) support Boxing Australia in the encouragement and promotion of the Objects. (d) The name of each Member Association shall, upon its submission to the Board of its declaration referred to in clause 6.1 of this Constitution, be recorded by the Chief Executive Officer in the Register of Member Associations kept by Boxing Australia. (e) Subject in each case to the requirements of clause 6.1 of this Constitution, at the time of adoption of this Constitution, the first Member Associations of Boxing Australia shall be: Boxing Australia (New South Wales) Inc.; Boxing Victoria Inc.; Boxing Queensland Inc.; Boxing South Australia Inc.; Boxing Western Australia Inc.; Boxing Tasmania Inc.; Boxing ACT Inc.; and Boxing Northern Territory Inc.; (f) The Board may develop and implement Regulations to further define: the membership criteria to be met by Member Associations; and the privileges and benefits of Member Association membership of Boxing Australia.

18 The Obligations Of Member Associations Each Member Association will: have objects that align with those of Boxing Australia as stated in clause 2.2 of this Constitution, and do all things reasonably necessary to enable the Objects to be achieved, having regard to any laws applicable to such Member Associations; effectively promulgate, comply with, observe and enforce: this Constitution, and the Regulations and policies of Boxing Australia; subject to any applicable law or laws (written or unwritten) of the Commonwealth, the States and the Territories of Australia, the requirements of the measures referred to in clause 2.3 of this Constitution; and (iii) the Constitution and By-Laws of such Member Association; (ba) subject to any applicable law or laws (written or unwritten) of the Commonwealth, the States and the Territories of Australia, at all times use its best endeavours to ensure that each of: its members; the boxers registered on the Register of Boxers maintained by it; and (iii) the boxing officials registered on the Register of Boxing Officials maintained by it; shall at all times comply with and observe the requirements of the measures referred to in clause 2.3 of this Constitution;

19 19 at all times act for and on behalf of the interests of Boxing Australia, the Member Associations, participants and the sport of boxing; (d) be responsible and accountable to Boxing Australia for fulfilling its obligations under Boxing Australia s Strategic Plan, as revised from time to time; (e) provide Boxing Australia with copies of its audited accounts, annual report and associated documents immediately following its Annual General Meeting; (f) provide Boxing Australia with copies of its operational plans and budgets from time to time and within 30 days of any request for the same by the Board; (g) be bound by this Constitution and the Regulations of Boxing Australia; (h) act in good faith to maintain and enhance the standing of Boxing Australia and the sport of boxing, its standards, quality and reputation, for the collective and mutual benefit of the Member Associations, participants and the sport of boxing; at all times co-operate with, and promote mutual trust and confidence between, Boxing Australia and the Member Associations; promoting the economic and sporting success, strength and stability of each other, and working with each other in pursuit of the Objects; (j) maintain a database of all of its members, and of all boxers, boxing officials and other individuals, officials, clubs, associations and other entities registered or affiliated with it; and provide a copy of such database to Boxing Australia, upon request from time to time made

20 20 by the Board, in such form and by such means as may be required by the Board; (k) not do, or permit to be done, any act or thing which might: adversely affect or derogate from the standards, quality or reputation of the sport of boxing or its maintenance and development; or bring: (A) (B) (C) Boxing Australia; such Member Association; or the sport of boxing; into disrepute; and (l) advise Boxing Australia as soon as practicable of any serious administrative, operational or financial difficulties, assist Boxing Australia in investigating those issues and co-operate with Boxing Australia in addressing those issues in whatever manner; including by allowing Boxing Australia to appoint an Administrator to conduct and manage its business and affairs, or to allow Boxing Australia itself to conduct all or part of the business or affairs of the relevant Member State, and on such conditions as Boxing Australia may consider appropriate. 6.3 Constitutions Of Member Associations Prior to 31 December 2013, each of the first Member Associations referred to in clause 6.1(e) of this Constitution shall take all steps necessary to amend its Constitution to conform with the template

21 21 constitution in the Appendix to this Constitution; subject only to such variation or variations to the template constitution: which may be necessary to meet any particular local circumstances of such Member Association; and which has or have been first approved in writing by the Board. If a Member Association fails to comply with the requirements of clause 6.3 of this Constitution, then such Member Association shall stand suspended as a member of Boxing Australia until the Member Association complies fully with such requirements. A Member Association shall take all steps necessary to further amend its Constitution: if so required in writing by the Board from time to time; and within such period of time as the Board may reasonably require; and provided that any such further amendment is consistent with this Constitution and the Regulations of Boxing Australia. (d) Other than as referred to in clauses 6.3, 6.3 and 6.3 of this Constitution a Member Association shall not further amend its Constitution unless the amendment or amendments is or are: consistent with this Constitution and the Regulations of Boxing Australia; and first approved in writing by the Board. (e) Subject to the laws applicable to the Member Association concerned, in the event of any conflict between any provision in this

22 22 Constitution from time to time and any provision in the Constitution of a Member Association, the provision in this Constitution shall prevail as if it was a provision in the Constitution of the Member Association concerned in substitution for the conflicting provision in the Constitution of the Member Association concerned. (f) In the event of any ambiguity in the interpretation or application of any provision in the Constitution of a Member Association, then the same shall be interpreted or applied consistently with this Constitution and with the Regulations of Boxing Australia. (g) Regulations made by Boxing Australia from time to time which: relate to the administration, conduct or development of boxing; (iii) relate to the conduct of boxing competitions; or authorise Boxing Australia, where appropriate, to test and/or discipline any person who is a member of a Member Association, or any boxer, boxing official or other individual, club, association or other entity who or which is registered or affiliated with a Member Association, in accordance with Boxing Australia s Anti-Doping or Participants Protection Regulations, as amended from time to time; shall be taken to be, and shall be applied as, By-Laws of each Member Association from the time of their adoption by Boxing Australia. (h) In the event of any conflict between a Regulation made by Boxing Australia of a kind referred to in clause 6.3(g) of this Constitution and

23 23 any By-Law (pre-existing or otherwise) adopted by a Member Association, then the Regulation of Boxing Australia shall prevail to the exclusion of the By-Law of the Member Association to the extent of such conflict. Without limiting the requirements and effects of clauses 6.3(g) and 6.3(h) of this Constitution, each Member Association shall be taken at all times to authorise Boxing Australia, where appropriate, to test and/or discipline the Member Association concerned, the members of that Member Association and all boxers, boxing officials and other individuals, clubs, associations and other entities who or which are registered or affiliated with that Member Association in accordance with this Constitution and with the Regulations of Boxing Australia from time to time. (j) The Constitution of a Member Association must require that Member Association to: advise Boxing Australia as soon as practicable of any serious administrative, operational or financial difficulties the Member Association is having; (iii) assist Boxing Australia in investigating those issues; and co-operate with Boxing Australia in addressing those issues in whatever manner; including by allowing Boxing Australia to appoint an Administrator to conduct and manage the Member Association s business and affairs, or by allowing Boxing Australia itself to conduct all or part of the business

24 24 or affairs of the Member Association, on such conditions as Boxing Australia may consider appropriate. 6.4 Limited Liability Member Associations shall have no liability as such except as set out in clause 25.1 of this Constitution. 6.5 General Boxing Australia shall keep a Register of Members in accordance with the requirements of sections 168 and 169 of the Corporations Act. No Member Association whose membership of Boxing Australia ceases has any claim against Boxing Australia or the members of the Board for damages or otherwise arising from that cessation of that membership. No Member Association shall, or shall purport to, assign any of the rights comprising or associated with membership of Boxing Australia to any other association, company or person; and any attempt to do so shall be void. (d) A Member Association must not act in a manner unbecoming of a Member Association or prejudicial to the Objects or the interests of Boxing Australia or prejudicial to the sport of boxing. 7. COMPLAINTS, GRIEVANCES, DISCIPLINE, DISPUTES AND INQUIRIES 7.1 Jurisdiction

25 25 All Member Associations, members of Member Associations and boxers, boxing officials and other individuals, clubs, associations and other entities who or which are registered or affiliated with Member Associations, shall be subject to, and submit unreservedly to, the jurisdiction, procedures, penalties and appeal mechanisms of Boxing Australia which derive from this Constitution or from the Regulations of Boxing Australia. 7.2 Regulations The Board may make Regulations for: the investigation and determination of a complaint that a Member Association has: breached, failed, refused or neglected to comply with: (A) a provision in this Constitution or in the Regulations of Boxing Australia; or (B) a provision in that Member Association s Constitution or By-Laws; acted in a manner unbecoming of a Member Association or prejudicial to the Objects or the interests of Boxing Australia or prejudicial to the sport of boxing; or (iii) brought Boxing Australia, that Member Association or the sport of boxing into disrepute; the disciplining of Member Associations, of the members of Member Associations and of the boxers, boxing officials and other individuals, clubs, associations and other entities who or which are registered or affiliated with such Member Associations;

26 26 for the hearing and determination of: any grievance of any: any complaint by any: (A) (B) (C) Member Association; member of a Member Association; or boxer, boxing official or other individual, club, association or other entity who or which is registered or affiliated with a Member Association; and who or which is aggrieved by any decision, conduct, action or inaction of: (v) (w) (y) (z) Boxing Australia; a Member Association; a member of a Member Association; or a boxer, boxing official or other individual, club, association or other entity who or which is registered or affiliated with a Member Association; and (iii) disputes among and between Boxing Australia, the Member Associations, the members of the Member Associations and boxers, boxing officials and other individuals, clubs, associations and other entities who or which are registered or affiliated with Member Associations, and relating to the conduct or administration of the sport of boxing; and (d) the investigation of any other matter or matters which the Board may determine it proper to investigate.

27 27 8. CESSATION OF MEMBERSHIP 8.1 Cessation A Member Association ceases to be a member of Boxing Australia on: its resignation as a member of Boxing Australia; the termination of its membership in accordance with clause 8.3(e) of this Constitution; (d) its dissolution; or it otherwise ceasing to exist. 8.2 Resignation For the purposes of clause 8.1 of this Constitution, a Member Association may resign as a member of Boxing Australia by giving 14 days notice in writing of such resignation to the Chief Executive Officer. Written notice of resignation provided by a Member Association in accordance with clause 8.2 of this Constitution must be accompanied by a copy of a resolution carried by the members of the Member Association in General Meeting resolving that such Member Association resign from membership of Boxing Australia. In the event that a Member Association resigns from Boxing Australia in accordance with clauses 8.2 and 8.2 of this Constitution, such Member Association must fulfil all of its obligations to Boxing Australia incurred prior to the date its resignation as a member of Boxing Australia is given to the Chief Executive Officer in accordance with clause 8.2 and 8.2 of this Constitution.

28 Termination Of Membership Of A Member Association The Board, in its sole and unfettered discretion, may refer a complaint, which in the opinion of the Board is not vexatious, trifling or frivolous, that a Member Association has: breached, failed, refused or neglected to comply with: (A) a provision in this Constitution or in the Regulations of Boxing Australia; or (B) a provision in that Member Association s Constitution or By-Laws; acted in a manner unbecoming of a Member Association or prejudicial to the Objects or the interests of Boxing Australia, or prejudicial to the sport of boxing; or (iii) brought Boxing Australia that Member Association or the sport of boxing into disrepute; for investigation and determination in accordance with Regulations made pursuant to clause 7.2 of this Constitution. A complaint made against a Member Association pursuant to clause 8.3 of this Constitution may only be made by another Member Association or by a Director. Any Member Association that has been determined, in accordance with the Regulations made pursuant to clause 7.2 of this Constitution, to have conducted itself in breach of such Regulations shall be liable to be sanctioned or otherwise dealt with in accordance with those Regulations.

29 29 (d) If, following the investigation and determination of a complaint against a Member Association in accordance with clause 8.3 of this Constitution, a recommendation is made that the Member Association be terminated as a member of Boxing Australia, the Board or one or more elected Directors may move at a General Meeting a motion for a Special Resolution terminating the Member Association s membership of Boxing Australia. (e) A General Meeting may, by Special Resolution moved in accordance with clause 8.3(d) of this Constitution, terminate the Member Association as a member of Boxing Australia. (f) Where the membership of Boxing Australia of a Member Association is terminated in accordance with clause 8.3(e) of this Constitution: the Board may move a motion at a General Meeting that Boxing Australia admit another association which meets the requirements referred to in clauses 6.1, 6.1 and 6.1(f) of this Constitution as a Member Association; and the General Meeting may, by Special Resolution, admit the other association as a Member Association subject to that other association meeting the requirements referred to in clauses 6.1, 6.1 and 6.1(f) of this Constitution. 8.4 Forfeiture Of Rights And Return Of Property A Member Association which ceases to be a member of Boxing Australia shall thereby forfeit: all rights in, and all claims upon, Boxing Australia; and

30 30 all claims upon the Board; including, but not limited to, all claims for damages and for intellectual and other property rights. In the event that a Member Association ceases to be a member of Boxing Australia, such Member Association shall immediately return to Boxing Australia all Boxing Australia records, documents and other property then in the possession, power or control of the Member Association. 9. FEES AND OTHER AMOUNTS PAYABLE 9.1 Determination And Payment Of Fees And Other Amounts Payable The Board may determine from time to time: the amount (if any) payable by an applicant for membership of Boxing Australia; the amount of the annual subscription fee payable by each Member Association; (iii) any other amount to be paid by a Member Association or any other person, whether of a recurrent or any other nature; and (iv) the method of payment, and the due date for payment, of any amount referred to in clause 9.1-(iii) of this Constitution. Each Member Association must pay to Boxing Australia the amounts it is obliged to pay pursuant to clause 9.1 of this Constitution.

31 Non-Payment Of Fees And Other Amounts Payable If a Member Association fails to pay all or any part of a fee or other amount to Boxing Australia as required in accordance with clause 9.1 of this Constitution, then the Member Association shall pay interest on such fee or other amount, or such part of the same as shall be outstanding, at the cash rate published by the Reserve Bank of Australia from time to time until the same be fully paid. The right of a Member Association to attend and vote at a General Meeting is suspended while payment of any fee or other amount, or any part of the same, as required in accordance with clause 9.1 of this Constitution is in arrears greater than 90 days. 9.3 Deferral Or Reduction Of Fees And Other Amounts Payable The Board may defer the obligation of a Member Association to pay a fee or other amount required to be paid in accordance with clause 9.1 of this Constitution, or reduce the fee or other amount payable (including reducing the same to zero), if the Board is satisfied that: there is a reasonable ground or grounds for doing so; Boxing Australia will not be materially disadvantaged as a result; and (iii) the Member Association agrees to pay the deferred or (if greater than zero) the reduced fee or other amount within such time as may be fixed by the Board.

32 32 If the Board defers or reduces a fee or other amount payable by a Member Association pursuant to clause 9.3 of this Constitution, the Member Association whose fee or other amount payable is so deferred or reduced will retain its right to attend and vote at General Meetings, unless otherwise specified by the Board. 10. GENERAL MEETINGS 10.1 Annual General Meetings Annual General Meetings of Boxing Australia shall be held: within 18 months after this Constitution enters into force; at least once in each calendar year and within five months after the end of Boxing Australia s financial year; and subject to the requirements of clause 10.1 and of this Constitution, on dates, at times and at venues determined from time to time by the Board Power To Convene General Meetings Other Than Annual General Meetings The Board may convene General Meetings other than Annual General Meetings on dates, at times and at venues determined by the Board as and when it thinks fit to do so, and must convene such General Meetings if required by Member Associations in accordance with section 249D of the Corporations Act to do so. Member Associations may convene General Meetings in accordance with the requirements of section 249E of the Corporations Act.

33 Notice Of General Meeting Notice of a General Meeting must be given: to all Member Associations entitled to attend the General Meeting, all Directors and the Auditor of Boxing Australia; in accordance with the requirements of clause 22.2 of this Constitution; and (iii) in accordance with the requirements of section 249L of the Corporations Act. At least 45 days prior to the date fixed by the Board for an Annual General Meeting, the Chief Executive Officer shall: request from Member Associations and Directors notices of any motions which such Member Associations and Directors might desire to move at that Annual General Meeting (which notices, in order for the motions to be moved at that Annual General Meeting, must be received by the Chief Executive Officer not less than 35 days prior to the Annual General Meeting); together with any other items of business sought to be included on the Agenda for the Annual General Meeting; and advise each Member Association that consistently with the requirements of clause of this Constitution, such Member Association must provide the Chief Executive Officer with a Notice of Appointment of its Delegate to attend

34 34 that Annual General Meeting not less than 35 days prior thereto. At least 30 days prior to the date fixed by the Board for an Annual General Meeting, the Chief Executive Officer shall provide AIBA with: particulars of the date and venue fixed for that Annual General Meeting; the name of each person in respect of whom a nomination for election as an elected Director at that Annual General Meeting has been received by the Chief Executive Officer in accordance with clause 13.6 of this Constitution; together with such particulars relating to the eligibility of that person to hold office as an elected Director as may be required by AIBA from time to time; (iii) (iv) a copy of the Agenda for such Annual General Meeting; and the name of each person duly appointed to act as the Delegate of a Member Association at that Annual General Meeting in accordance with the requirements of clauses 10.9 and of this Constitution; and shall further provide AIBA with a copy in Word format of this Constitution, as in force at the time the same is so provided. (d) At least 21 days notice of the date, time and venue of a General Meeting must be given; together with: an Agenda for such General Meeting;

35 35 all information required to be included in such notice in accordance with the Corporations Act; (iii) in the case of a proposed Special Resolution, notice of intention to move the same and a copy of the notice of motion for the Special Resolution containing its terms; (iv) where applicable, each other notice of motion received from a Member Association, the Board or a Director or Directors in accordance with the requirements of section 249N of the Corporations Act; and (v) where applicable, a list of all nominations received for all positions subject to election at the General Meeting Cancellation Or Postponement Of General Meetings Where a General Meeting (including an Annual General Meeting) is convened by the Board, the Board may, if it thinks fit, and subject to the requirements of clause 10.1 of this Constitution, cancel the same or postpone it to a date, time and venue the Board may determine. This clause does not apply to a General Meeting convened by: a Member Association or Member Associations pursuant to section 249E of the Corporations Act; the Board at the request of a Member Association or Member Associations; or a Court.

36 Written Notice Of Cancellation Or Postponement Of A General Meeting Written notice of the cancellation or postponement of a General Meeting must be given to: each Member Association entitled to attend the General Meeting; each Director; and the Auditor; and such written notice must state the reason or reasons for the cancellation or postponement Contents Of Notice Postponing A General Meeting A written notice postponing a General Meeting must, in addition to the matters referred to in clause 10.5 of this Constitution, specify: the new date and time for the General Meeting; and the venue for the General Meeting; which venue may be either the same or a different venue to the venue specified in the notice originally convening the General Meeting Number Of Clear Days For Postponement Of A General Meeting The number of clear days from the giving of a written notice postponing a General Meeting to the date specified in that notice for the postponed General Meeting must not be less than the number of clear days notice of that General Meeting required to be given by clause 11.6 of this Constitution Non-Receipt Of Notice

37 37 The non-receipt of a written notice convening, cancelling or postponing a General Meeting by, or the accidental omission to give such written notice to, a Member Association does not invalidate: that General Meeting; any resolution passed at that General Meeting or at a postponed General Meeting; or the cancellation or postponement of that General Meeting Right Of A Member Association To Appoint A Delegate In accordance with section 250D of the Corporations Act, each Member Association is entitled to appoint an individual as its Delegate to attend General Meetings and to exercise the powers of the Member Association in relation to resolutions proposed to be passed without meetings. An individual appointed by a Member Association to be its Delegate in accordance with clause 10.9 of this Constitution: must be a member of the Member Association; and must not be a Director Notice Of Appointment Of A Delegate An individual appointed by a Member Association as its Delegate in accordance with clause 10.9 of this Constitution may only act as the Delegate of the Member Association if a Notice of Appointment of the Delegate, in a form approved by the Board, is first received by the Chief Executive Officer; and, in the case of an individual appointed to act as the

38 38 Delegate of a Member Association at an Annual General Meeting, if such Notice of Appointment is so received by the Chief Executive Officer not less than 35 days prior to that Annual General Meeting Authority Of A Delegate The appointment of a Delegate by a Member Association in accordance with clause 10.9 of this Constitution confers authority on that Delegate: (d) to speak to any proposed resolution; to demand, or join in demanding, a poll on any proposed resolution; to vote on any procedural motion; and to act generally at a General Meeting Right Of A Member Association To Appoint An Alternative Delegate In accordance with section 250D of the Corporations Act, each Member Association is entitled to appoint an individual as its Alternative Delegate to act in lieu of its Delegate for such period as the Member Association may determine necessary. An individual appointed by a Member Association to be its Alternative Delegate in accordance with clause of this Constitution: (iii) must be a member of the Member Association; must not be a Director; may only act as the Alternative Delegate of the Member Association if a Notice of Appointment of the Alternative

39 39 Delegate, in a form approved by the Board, is first received by the Chief Executive Officer; and (iv) shall have the authority referred to in clause of this Constitution. 11. PROCEEDINGS AT GENERAL MEETINGS 11.1 Number Of Member Associations Constituting A Quorum The number of Member Associations who must be: present; and eligible to vote; at a General Meeting for a quorum to exist is four Requirement For A Quorum An item of business may not be transacted at a General Meeting unless a quorum is present at the commencement of the General Meeting and at the time that such item of business is considered. If, within 30 minutes after the time appointed for the commencement of a General Meeting, a quorum is not present, the meeting: if convened by, or on the requisition of, Member Associations, is dissolved; and in any other case stands adjourned to such other day, time and venue as the Chairperson may determine. If, in the course of a General Meeting, a quorum ceases to be present, then the Chairperson may, in his or her absolute and unfettered discretion, either:

40 40 adjourn the meeting to such other day, time and venue as the Chairperson may determine; or immediately terminate the meeting. (d) If a quorum is not present at an adjourned General Meeting within 30 minutes after the time appointed for the commencement of the General Meeting, then those Member Associations present shall constitute a quorum President To Chair General Meetings The President shall be entitled to preside as Chairperson at General Meetings. If a General Meeting is convened and the President is not present, or if the President is not present within 15 minutes after the time appointed for the commencement of the General Meeting, or if the President is otherwise unable or unwilling to act as Chairperson, the following shall preside as Chairperson at the General Meeting (in order of entitlement): an elected Director chosen by the majority of the elected Directors present at the General Meeting; (iii) the only elected Director present at the General Meeting; a Delegate or Alternative Delegate chosen by the majority of Member Associations present at the General Meeting Conduct Of General Meetings The Chairperson at a General Meeting:

41 41 shall have charge of the general conduct of the General Meeting and of the procedures to be adopted and applied during the General Meeting; may require the adoption of any procedure which in his or her opinion is necessary or desirable for proper and orderly debate or discussion, and for the proper and orderly casting and recording of votes; and (iii) may, having regard where necessary to the requirements of sections 250S and 250T of the Corporations Act, terminate debate or discussion on any matter whatsoever where he or she considers it necessary or desirable for the proper conduct of the General Meeting. Any decision taken by the Chairperson at a General Meeting in accordance with clause 11.4 of this Constitution shall be final Adjournment Of A General Meeting The Chairperson at a General Meeting: may, with the consent of the majority of the Member Associations; and must, if so directed by the majority of the Member Associations; present at a General Meeting at which a quorum is present: (A) adjourn the General Meeting; or

42 42 (B) adjourn any business, motion, question, resolution, debate or discussion being considered, or remaining to be considered, at the General Meeting. An adjournment effected in accordance with clause 11.5 of this Constitution may be either: to a later time during the same meeting; or to an adjourned date, time and venue agreed by a majority of the Member Associations present at the General Meeting. Only unfinished business shall be transacted at a General Meeting resumed after an adjournment effected in accordance with clause 11.5 of this Constitution Notice Of An Adjourned Meeting It shall not be necessary to give any notice of an adjournment of a General Meeting adjourned in accordance with clause 11.5 of this Constitution, or of the business to be transacted at any such adjourned General Meeting, unless the General Meeting is so adjourned for 30 days or more. Where a General Meeting is adjourned in accordance with clause 11.5 of this Constitution for 30 days or more, at least the same period of written notice as was originally required for the General Meeting must be given for the adjourned General Meeting Resolutions Decided By A Majority