CONSTITUTION of the WONTHELLA BOWLING CLUB INCORPORATED March 2017
INDEX PAGE PART A 1. NAME............... 5 2. OBJECTS............... 5 3. DEFINITIONS............... 5 4. PROPERTY AND INCOME............ 6 4.1 Dissolution 7 PART B 5. MEMBERSHIP............... 9 6. MEMBERSHIP FEES............ 11 6.1 Nomination and Subscriptions 6.2 Affiliation Fees and Levies 6.3 Un-Financial Members 6.4 Liability for Membership Fees...... 13 7. LEVIES............... 13 8. CLUB YEAR............... 13 9. APPLICATIONS FOR MEMBERSHIP...... 13 10. REGISTER OF MEMBERS............ 14 11. RESIGNATION FROM MEMBERSHIP...... 14 12. GUESTS............... 15 13. MEMBER S RIGHTS 15 12 12 12 PART C 14. MANAGEMENT COMMITTEE & TERMS... 18 15. BALLOT PROCEDURE............ 15.1 Order of Election............ 15.2 General Election............ 15.3 Voting Procedure............ 15.4 Informal Votes............ 15.5 Scrutineers............... 15.6 Casual Vacancies............ 18 19 19 20 21 22 22 16. FINANCIALS............... 22 17. MEETINGS OF EXECUTIVE COMMITTEE... 22 2
18. POWERS OF EXECUTIVE COMMITTEE 18.1 Role & Responsibilities of Committee...... 18.2 President. 18.3 Secretary... 18.4 Treasurer... 18.5 Auditors 19. RESIGNATIONS OF EXECUTIVE COMMITTEE 23 25 27 28 29 30 30 PART D PART E 20. 21. GENERAL PROVISION INTERPRETATION OF RULES......... 31 32 22. ALERATION & REPEAL OF RULE...... 32 23. ANNUAL GENERAL MEETING......... 33 24. CONDUCT OF THE ANNUAL GENERAL MEETING 33 25. SPECIAL GENERAL MEETING......... 34 25.1 Procedure of General Meeting 35 26. SUSPENSION OR EXPLUSION OF MEMBERS...... 36 27. RESOLVING DISPUTES.............. 37 27.1 Disputes Arising Under Rules 37 27.2 Mediation 38 27.3 Inability to Resolve Disputes 40 27.4 Reinstatement of a Member 40 27.5 When a Member is Suspended 40 PART F 28. COMMON SEAL............... 41 29. CLUB LICENCE...... 41 30. BANK............... 41 31. EMPLOYEES............... 41 32. INDEMNITY............... 42 33. CLUB COLOURS............... 42 34. TRANSITION 42 3
PART G 35. AMENDMENTS - 2009 44 36. AMENDMENTS - 2014 45 37. AMENDMENTS - 2015 46 38. AMENDMENTS 2015. 47 39. AMENDMENTS 2017 48 4
PART "A" 1. NAME The name of the Club shall be the WONTHELLA BOWLING CLUB INCORPORATED 2. OBJECTS The objects of the Club shall be: (a) (b) (c) To establish, maintain and conduct a club to foster the game of lawn bowls and promote social, sporting, cultural and recreational fellowship amongst members: To provide and maintain a clubhouse and sporting amenities for the use of the members. to affiliate with the Bowls Western Australia shall recognise and accept the Bowls WA Constitution and By-Laws, and shall make all decisions consistent therewith. All games of lawn bowls shall be played according to the Constitution, By-Laws and laws of the game currently recognised by Bowls WA (d) the property and income of the Club shall be applied solely towards the promotion of the objects of the Club and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the Club, except in good faith in the promotion of those objects or purposes. (e) To maintain a club license under the current Liquor Act and its amendments. 3. DEFINITIONS In construing this Constitution unless the context or otherwise indicates or requires: (a) "The Club" means the Wonthella Bowling Club Incorporated; (b) "The Club Premises" means all land and buildings and structures thereon of which the Club is the bona-fide occupier; 5
(c) (d) "The Committee" means the Management Committee for the Club, duly elected for the time being in accordance with these Rules; "The Secretary" means the Secretary for the time being of The Club and includes any deputy or person temporarily fulfilling the offices of Secretary; (e) "Rules" means the codes of rules made and adopted by the Club this Constitution and Code of Conduct and By Laws; (f) (g) (h) (i) The Act means the Associations Incorporation Act 2015, its amendments and any other legislation that may come into force to replace or supplement this Act, and shall form part of these Rules. "The Liquor Act" means the Liquor Control Act 1988 and any amendments thereto, or any other legislation that may come into force to replace or supplement this Act, and shall form part of these Rules. Bowls WA is the peak body for bowling in WA BBL means Batavia Bowling League 4. PROPERTY AND INCOME The Club shall: (a) provide and maintain bowling greens, buildings, grounds and such amenities as shall be deemed necessary from time to time for the use and accommodation of its members in accordance with the objectives of the Club; (b) make such arrangements as may be necessary for the purchase, lease or maintenance of land on which the Club is situated; (c) as deemed necessary by a resolution at an Annual or Special General Meeting, borrow money by way of loan or overdraft or by the issue of debentures to carry out the work or activities of the Club, and to invest any surplus funds of the Club with a bank as defined by the Banking Act or recognised money institution through such Bank; (d) the Club shall not be responsible for the loss or damage to any article whatsoever brought into the Club premises by members or visitors; 6
(e) without authority no member shall take from the Club, or injure or destroy any of the property of the Club, and any loss or damage resulting from any breach of this Rule shall be made good by such member to the satisfaction of the Committee. The Committee shall assess the amount to be paid by the member and the assessment shall be final and conclusive; 4.1 Dissolution The Club may be dissolved by a special resolution passed at a Special General Meeting by a majority of seventy-five 75% of Full and Honorary Life Members present and voting. (a) The Club may cease its activities and have its incorporation cancelled in accordance with the Act if the Members resolve by Special Resolution that The Club will: (i) apply to the Commissioner for cancellation of its incorporation; or (ii) appoint a liquidator to wind up its affairs. (b) The Club must be wound up under Section 30 (a) and Part 9 of the Act before cancellation can take place if it has outstanding debts or any other outstanding legal obligations, or is a party to any current legal proceedings. (c) Upon cancellation of The Club, the Surplus Property must only be distributed to one or more of the following: (i) an incorporated association under the Act; (ii) a body corporate that at the time of the distribution is the holder of a licence under the charitable collections legislation in Western Australia; (iii) a company limited by guarantee that is registered as mentioned in section 150 of the Corporations Act 2001 (Cwth); (iv) a company holding a licence that continues in force under section 151 of the Corporations Act 2001(Cwth); 7
(v) a body corporate that: A. is a member or former member of The Club; and B. at the time of the Surplus Property is distributed, has rules that prevent the property being distributed to its members; (vi) a trustee for a body corporate referred to in rule 4 (c) (v); or (vii) a co-operative registered under the Co-operatives Act 2009 that, at the time of the distribution, is a non-distributing co-operative as defined in that Act. 8
PART "B" 5. MEMBERSHIP Members of the Club shall be persons of a minimum age of twelve (12) years and will be elected to the following categories of membership: Full Member Honorary Life Member Social Member Juvenile Member Reciprocal Membership (or Provisional or Affiliate Members) Honorary Member Special Circumstances Member Temporary Members Corporate Member (a) Full Member Persons of or above the age of eighteen (18) years entitled to exercise the full privileges of the Club, excepting that where a member becomes an employee of the Club he shall not hold any office. (b) Honorary Life Member Persons recommended by the Executive Committee to a General Meeting of the Club and presented at such meeting to be an Honorary Life member for long and conspicuous service to the Club, and shall enjoy all privileges of a full member. (c) Social Member Persons of or above the age of eighteen (18) years who may enjoy the privileges of the Club but shall not be eligible: (i) (ii) (iii) to stand for any office in the Club or vote in any ballot or at a General Meeting of the Club; to propose or second any application for membership of the Club; to use the greens except at the specific invitation of a Club Committee. 9
(d) Juvenile Member Persons of not less than twelve (12) years of age and under eighteen (18) years, who may enjoy all the privileges of the Club but shall not be eligible: (i) (ii) (iii) (iv) (v) (vi) (vii) to stand for any office in the Club or vote in any ballot or at any General Meeting of the Club; to propose or second any application for membership of the Club; to invite guests into the Club. does not contravene the constitution and rules of the club; is permitted by the committee of the club; and does not contravene a condition of the licence. No liquor shall be sold or supplied to any juvenile (i.e. any person under the age of 18). (e) Reciprocal Membership (or Provisional or Affiliate Members) For the purposes of reciprocal memberships in s 49(3)(c)(iv), the following arrangements are prescribed in the Liquor Control Regulations 1989: (i) at an intrastate level, reciprocal arrangements may be offered to like clubs (e.g. bowling clubs with other bowling clubs, that is, clubs with the same primary club objects); and (ii) at an interstate and New Zealand level, reciprocal arrangements may be offered to any person who is a member of any bona fide club outside of WA. Licensees must be aware that the number of persons granted membership under a reciprocal membership arrangement cannot exceed any limit that may be imposed by the licensing authority. In imposing a limit, the licensing authority may decide to limit the membership category so as to ensure that the genuine intent of the club is maintained. Specific controls could include: (i) a register of reciprocal members must be maintained whenever visiting the club; (ii) restrictions on advertising of reciprocal membership arrangements; (iii) a membership ceiling; and/or (iv) a clarification on the admission process and the membership fees applicable. 10
(f) Honorary Member Honorary membership may be granted without fees to the Club Patrons, The Mayor and Mayoress of the City of Greater Geraldton or persons deputising for them, and such Dignitaries and Sponsors of the Club as the Executive Committee shall determine from time to time, with the same rights as Social members (g) (h) Special Circumstances Member Special Circumstances Member any Full, Life, Social or Junior Member who, through absence, illness, financial difficulties, unemployment, physical disability or other distressful circumstances is unable to pay their full subscription but desires to retain participation with The Club. The Management Committee may relieve them of part of their liability but not so as to make their total liability less than one third of the applicable subscription. Temporary Members A person who is on any day visiting the club as a member or an official of another club: (i) that is to engage in a pre-arranged event with the host club conducted for the purposes of one of the host clubs principal objects; or (ii) that is to hold a pre-arranged function at the host club involving the use of the host club s sporting facilities, may be taken to be a person who is accorded temporary membership on that day. (g) Corporate Member a. Organisations, restricted to senior management, conducting community or tourism related business in Geraldton and its surrounds that have made a contribution to The Club through business, sponsorship or donations. b. Corporate membership will be restricted to 5% of current membership at any one time to a level deemed appropriate by The Club or as may be required by the liquor licensing authority. 6. MEMBERSHIP FEES All fees and subscriptions shall be determined at the January meeting of the Committee. No such fee or subscription shall be less than that prescribed in the Act. 11
(a) All subscriptions shall be payable annually in advance: provided that all members shall be deemed financial until the 31st day of May in each year. Should any member not have paid the required fee by the Twenty First (21) day of June such persons shall lose all rights and privileges for the purpose of Membership and Club Elections. 6.1 Nomination and Subscriptions (a) New members shall pay a nomination fee as determined by the Committee in addition to the annual subscription relevant to the category of membership. Subscriptions must be paid within two weeks of election and shall be paid as follows: (b) If elected between 1 st June and 31 st August Full annual subscription (c) If elected between 1 st September and 30 th November 75% annual subscription (d) If elected between 1 st December and 31 st February 50% annual subscription (e) If elected between 1st March and 31 st May 25% annual subscription (f) The Committee may waive the nomination fee for a former member of the Club who is re-joining. Where a person is transferring current membership from an affiliated Club in Australia or elsewhere the fee shall be 50 percent. 6.2 Affiliation Fee and Levies Affiliation fee and levies as determined by Bowls WA or by a General or Special Meeting of members shall be additional to fees and subscriptions determined by the Committee. 6.3 Un-financial Members The Committee may by resolution remove from the register of members, the name of any member who fails to pay: (a) their annual subscription plus affiliation fee before the 31st day of May or the second moiety before 31st day of August; (b) any additional subscriptions, levies or fees imposed by the Club or Bowls WA within one month of the due date of payment; 12
6.4 Liability for Membership Fees (a) (b) (c) (d) Any member who does not notify the Secretary in writing before the date of the Annual Meeting of his/her withdrawal from The Club shall be liable for the membership fees for the current club year. The Committee shall have the power by resolution to remove from the roll of members the name of any new member who fails to pay his/her membership fee within two weeks from the date of his/her election. Any member whose membership fee is in arrears after 31 st July in each year shall cease to be a member, subject to 6.4 (d). A member who is considered by the Management Committee to be going through a genuine hardship may be eligible for consideration for their membership category to be converted to Special Circumstance membership as per Clause 5 (h). 7. LEVIES Members shall pay such levies as may be imposed from time to time by the Club. A General or Special meeting shall have power to make a levy on the members for any special project or need, and such levy shall not exceed one third of the Ordinary Membership subscription in any year. 8. CLUB YEAR The Club year shall commence on the 1st day of April in each year. Annual subscriptions payable in advance, are due on the 31st day of May in each year. An Extension of time may be granted by the Committee on written application by a member. 9. APPLICATIONS FOR MEMBERSHIP (a) Applications for Full, Social, Honorary, Provisional and Junior members shall be proposed and seconded by Full or Life members of the Club. All such applications shall be in writing in a form prescribed by the Committee. Applications shall be posted on the Club Notice Board by the Secretary for a period, not less than seven (7) days. The 13
Committee may not deal with the application during this period, an interval of not less than two weeks shall elapse between nomination and election. The applicant will then be accepted or denied membership. (b) (c) (d) (e) No person shall be entitled to exercise any of the privileges of a member until they have paid all subscriptions due by them. The Committee shall have the right to refuse to admit any person to membership without assigning any reason for doing so. On the election of each candidate, the Secretary shall notify the same to them, and they shall on payment of their subscription be enrolled as a Member of The Club, and become entitled to the privileges and be bound by its rules and by all consequences resulting from breach or non-performance thereof, and shall thereby absolve every person concerned in carrying out enforcing such rules from all personal responsibility or legal liability on such account. Life Member A member may propose another member for Life Membership to the Committee in writing giving reasons that Life Membership should be granted. A General Meeting may, upon a 75% majority vote, confer Life Membership on a member who has rendered special and outstanding services to The Club. The holder of a Life Membership shall be entitled to all privileges of an ordinary member, be exempt from subscriptions but shall pay any levies and affiliation fees. 10. REGISTER OF MEMBERS The Club shall keep an up to date register of all members with Residential, Postal or Email address and shall be maintained by the Secretary on the Club premises in accordance with "The Act". The Register is available at all times for inspection. 11. RESIGNATION FROM MEMBERSHIP Resignations of members of the Club are deemed to be effective from the time they are received by and duly accepted by the Committee at a formal meeting of the Committee. No member resigning from the Club or ceasing from any cause to be a member, shall be entitled or to have any claim upon any portion 14
whatsoever of the property or funds of the Club. Provided that any debenture held shall be disbursed to him on the agreed date. 12. GUESTS (a) Guests Full, Social, Corporate and Life Members are entitled to: (i) Guests any member of the Club shall be at liberty to invite guests to The Club, but the number of guests shall not exceed the maximum number as contained in Section 48(4) (b) of the Liquor Control Act 1988 and its amendments. (b) A member may hold private family and business functions without limit to numbers of guests, providing that the sale of liquor shall be: (i) Ancillary to a meal supplied at The Club by or on behalf of The Club to a member and to each of the guests of that member being guests of whose attendance was given prior notice to The Club. (ii) To a member, for consumption by the guests of that member at a function held by or on behalf of that member at The Club. (c) Any person who has been refused membership of the Club or who shall be under suspension or expulsion from the Club or any affiliated Bowling Club shall not be admitted as a guest of any member of the Club. Provided that a person refused membership of the Club, but who is a member of another Club competing in a competition at the Wonthella Bowling Club shall be accorded the same privileges as other visiting competitors. 13. MEMBER S RIGHTS (a) (b) The rights and privileges of every member shall be personal and shall not be in any manner transferable by their own act or through any other person on their behalf or by operation of law, and on any member ceasing by death (or otherwise) to be a member all their interest shall go to the estate. The Executive Committee may revoke the membership of any Temporary, Honorary or Provisional member at any time without notice. 15
(c) (d) (e) (f) (g) (h) (i) Employees Members who are employees of The Club are entitled to all the rights and privileges of membership excluding those rights concerned with the selection, nomination, election and holding of office with The Club. All members, upon successful registration, will be supplied with an electronic copy of The Club constitution or will be directed to obtain a copy of The Club constitution from The Club's website. Upon acceptance to membership, all members agree to be bound by The Club s Code of Conduct & By-Laws. Functions Full, Social, Corporate and Life Members are entitled to host functions on The Club premises after written application for said function has been considered and approved by the Committee. The Secretary will furnish the applicant with a written copy of Club rules relating to functions, after the application has been approved and any additional conditions and restrictions it shall see fit. If a member wishes to hold a function that does include the provision of a meal to the attendees, and where guests are required to purchase drinks at their own expense, the club is required to apply for a Nonmember Extended Trading Permit. Upon request, a member is able to inspect Members Register, record of The Club's office holders and the Books of the Association free of charge at such time and place as is mutually convenient to the Association and the Member. Any Member is able to inspect the Members Register free of charge, at such time and place as is mutually convenient to The Club and the Member. (i) (ii) (iii) A Member must contact the Secretary to request to inspect the Register. The Member may make a copy of details from the Register but has no right to remove the Register for that purpose. A Member may make a request in writing for a copy of the Register. (i) The Club may charge a reasonable fee to the Member for providing a copy of the Register, the amount to be determined by the Committee from time to time. (iv) A Member must not use or disclose the information on the Register: 16
17. To gain access to information that a Member has deliberately denied them (that is, in the case of social, family or legal differences or disputes); 18. To contact, send material to The Club or a Member for the purpose of advertising for political, religious, charitable or commercial purposes, or 19. For any other purpose unless the use of the information is approved by the Committee and for a purpose: 1. That is directly connected with the affairs of The Club; or 2. Related to the provision of the information to the Commissioner in accordance with a requirement of the Act. (v) A Committee may require a Member who requests a copy of the Register to provide a statutory declaration setting out the purpose of the request and declaring that the purpose is connected with the affairs of The Club. 17
PART "C" 14. MANAGEMENT COMMITTEE & TERMS The management of The Club shall be vested in the Executive Committee consisting of nine (9) committee persons elected annually. The Committee may delegate any of its powers to Sub-Committees consisting of such Ordinary Members as it thinks fit. Management Committee The Executive Committee shall comprise of: President Vice-President Chairperson of Bar Chairperson of House Chairperson of Grounds Chairperson of Promotions Chairperson of Social Captain Men s Bowls Captain Ladies Bowls All of which shall be elected annually by all financial Full and Honorary Life Members of the Club; The Treasurer and Secretary, will be appointed by the Executive Management Committee, and will be without voting rights at the Executive Committee meeting. 15. BALLOT PROCEDURE (a) The annual election of officers shall be by ballot at each Annual General Meeting in the presence of the Returning Officer and two Scrutineers elected by the members present at such meeting. Members unable to attend the meeting may lodge a vote on The Club approved ballot paper with the Secretary at least two (2) days prior to the meeting, having also recorded and signed an apology for the meeting on an outer sealed envelope that contains the sealed ballot paper. This approved ballot paper must be distributed directly in person or by mail or electronically to the member. All other votes shall be cast at the Annual General Meeting. 18
(b) (c) (d) Nominations for individual positions on the Executive Committee must be in writing signed by the proposer and nominee and must be in the hands of the Secretary not less than seven (7) days before the Annual General Meeting. The nominations shall be exhibited on the notice board at least three days prior to the said meeting. In case no more than the required number of officers shall be nominated, those so nominated shall be declared elected. If there shall be insufficient nominations to fill the whole of the vacancies of the list of officers, those nominated shall be declared elected and shall have power to fill the vacancies and any casual vacancies that may occur. 15.1 Order of Election Any Member, who is not opposed for a senior position, shall be excluded from the ballot for any subsequent position. The order of seniority of positions shall be: PRESIDENT VICE-PRESIDENT STANDING COMMITTEE CHAIRPERSONS Bar House Grounds Promotions Coordinator Social CAPTAIN MENS BOWLS CAPTAIN LADIES BOWLS Standing Committee Members Members of the men s and ladies bowling committees shall be entitled to serve on any Standing Committee and members may serve on more than a single Standing Committee. 15.2 General Election If the number of nominations does not exceed the number required to be elected by the members for any position, the candidates nominated shall be declared elected at the Annual General Meeting. If less than the required number of nominations is received for any such office, the Management Committee will appoint such members to vacant positions. 19
15.3 Voting Procedure If the number of candidates nominated shall exceed the number required to be elected, a ballot shall be taken which shall be conducted in the following manner: (1) The Management Committee shall fix the time and closing date of the ballot which shall be at least seven (7) days prior to the date fixed for the Annual General Meeting. (2) Voting papers shall be mailed to all then financial, full and Life members eligible in accordance with Clause 13, not less than fourteen (14) days prior to the closing of the ballot. (3) The Club shall provide a ballot box which shall be locked by the Returning Officer and placed in the Club to receive the ballot at the time of mailing the ballot papers to members. (4) Ballot papers shall show separately the surnames and given names of the candidates nominated for each office in respect of which an election is necessary. The Secretary supplies the Returning Officer with a current register of members eligible to vote in an election, together with a list of members given a postal vote. The order in which names of the candidates nominated for each office appear on the ballot paper shall be in accordance with a draw conducted by the Returning Officer in the presence of those candidates wishing and able to be present at the draw. All ballots shall be decided on a 'first past the post' voting system. (a) All votes shall be recorded by marking on the paper an X opposite the name of each candidate of their choice up to the number of candidates to be elected. (b) All votes shall be counted as primary votes of equal rank. The candidate receiving the highest number of votes shall be the first successful candidate. The candidate receiving the second highest number of votes shall be the next successful candidate and so on, according to the number of candidates to be elected. 20
(c) If two or more candidates receive the same number of votes, the Returning Officer shall determine by lot the successful candidate or candidates. (d) If a candidate is successful in more than one ballot, that candidate shall be deemed the successful candidate for the higher or highest of such positions. In the counting of votes for any lower position a successful candidate for a higher position shall be the first to be eliminated from the ballot for the lower position. In this circumstance the candidate receiving the next highest number of votes shall be elected in place of that excluded candidate. This process shall be repeated until the vacancies are filled. The Returning Officer shall post the results of each election on the Club notice board and deliver to the Annual General Meeting, a report on the conduct and result of the ballot. 15.4 Informal Votes Ballot papers which: 1. Show more candidates marked as voted for than the number permitted; 2. Are defaced or mutilated as to prevent the intentions of the voter being ascertained; 3. Do not clearly reveal the identity of the voter on the outer envelope of a postal vote as instructed on the ballot paper; 4. Carry any mark or means of identification of the voter on the ballot paper; 5. Have more than one ballot paper in a single ballot paper envelope Shall be deemed informal. The Returning Officer may rule as he thinks fit on any other matter, but - a ballot paper shall not be deemed informal only on account of a voter having used a mark other than an X to indicate his vote so long as his intention is clear. 21
15.5 Scrutineers A candidate may nominate in writing to the Returning Officer a scrutineer to represent him at the ballot. The scrutineer shall be a financial Full or a Life member of the Club and shall not be a candidate for election. 1. A scrutineer may be present throughout the ballot and may query the inclusion or exclusion of any vote in the count but the Returning Officer shall have final determination of any votes so queried; 2. A scrutineer shall not place or remove any mark on a ballot paper; 3. A scrutineer shall not interfere with or attempt to influence any member at the time such member is casting their vote. 15.6 Casual Vacancies The Executive Management Committee shall fill any vacancy occurring on any Committee by appointment of a person eligible to nominate for and hold that office as defined by Clause 13. A person so appointed shall hold office for the remainder of that Club year, at which time the position will become vacant. 16. FINANCIALS Annual statements of Income, Expenditure and Balance Sheet of the Club will be reviewed as per the Executive Committee s directions and requirements. 17. MEETINGS OF EXECUTIVE MANAGEMENT COMMITTEE (1) The Executive Management Committee shall meet at least monthly at such place and on such dates as shall be decided by the Committee from time to time. The Secretary shall call meetings of the Committee when instructed to do so by the President, or by any three members of the Committee. The Secretary shall be solely responsible for the proper advice to all members of the Committee not less than 48 hours before the time set for such meeting. (2) At all meetings of the Committee, five (5) shall form a quorum. If there be no quorum present within 30 minutes of the time scheduled for commencement 22
of the meeting, the meeting will stand adjourned for one week at the same hour. If at such adjourned meeting no quorum be present, those present not being less than four (4) shall have power to transact the business of such meeting. (3) Any member of the Committee who is absent from three (3) consecutive meetings without leave of the Committee, may forfeit their office. (4) The President shall preside at all meetings of the Committee. In their absence the Vice-President shall preside but if none be in attendance, the meeting shall elect a chairperson. The chairperson may exercise a casting vote. (5) The Secretary shall record the minutes of all resolutions and proceedings of the Committee in a book maintained for the purpose. (6) Any vacancy occurring in the Committee through resignation, expulsion or any other cause may be filled by the Committee without reference to the previous ballot. No member shall hold two executive positions. 18. POWERS OF MANAGEMENT COMMITTEE The business of The Club shall be managed by the Management Committee, who may exercise all powers of The Club except those required to be exercised by The Club at a General Meeting. Without prejudice to the powers conferred by the last preceding rule, the Committee shall, subject to the by-laws, have power to do the following things: (a) (b) (c) To purchase or otherwise acquire any books, newsletters or periodicals and dispose of them as it may see fit. To determine from time to time the conditions on which and time when, members may use the property of The Club or any part or parts thereof, and when and under what conditions the premises of The Club or any part or parts thereof, shall be used by members. To determine what person (if any) not being members of The Club shall be permitted to use the premises of The Club or any part or parts thereof and during what time and under what conditions and when and 23
at what times and places and under what conditions such persons shall be supplied with refreshments and accommodation. (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) To appoint any other officials or servants of The Club and to remove them as occasions may require at their discretion and to define their respective duties. Persons appointed to a paid position, as Club Manager, shall be engaged under a contract, award or classification of work in the Registered and Licensed Clubs Award (2010). To delegate (subject to such conditions as it thinks fit) any of its powers to sub committees consisting of such members of the Committee and other members of The Club co-opted for the purpose as it may determine and to make such regulations as to the proceedings of such sub committees as may be thought desirable. To regulate and control their own meeting and the transaction of business. To reimburse expenses of any servant of The Club for faithful and diligent service as deemed fit. In accordance with the rules, to suspend, or expel any member. To enter into or accept any lease or tenancy of the premises where on The Club shall conduct its affairs or of any furniture, goods and effects, which may be required for the use of The Club on such terms and on such conditions as The Club, may deem expedient. To take and defend all legal proceedings by or on behalf of The Club and to appoint all necessary Attorneys for any such purpose. To borrow, raise or secure the payment of money, and to sell and dispose of the assets of The Club. To make, alter and repeal by-laws not inconsistent with these rules regulation the use and management of The Club premises, the admission of members and the conduct of The Club and its affairs generally. To do and perform any other act, matters and things in connection with or relative to the management of The Club as shall not by these rules require to be done by The Club in General Meetings. To appoint such number of delegates to sporting bodies and associations with which The Club may from time to time be affiliated as may be required by the rules thereof and such delegates shall hold office in accordance with the rules of such sporting bodies and associations respectively. 24
(o) Every member of the Committee shall be indemnified against any loss, expenses or liability incurred by reason of any act or deed performed by him/her in good faith on behalf of the Committee and the Committee may use the funds of The Club for any such purpose required, together with any reasonable expenses incidental to Committee activities. 18.1 Role and Responsibilities of Committee Members (a) Obligations of the Committee i. The Committee must take all reasonable steps to ensure The Club complies with its obligations under the Act and these Rules. (b) Responsibilities of Committee Members i. A Committee Member must exercise his or her powers and discharge his or her duties with a degree of care and diligence that a reasonable person would exercise in the circumstances. ii. A Committee Member must exercise his or her powers and discharge his or her duties in good faith in the best interests of The Club and for a proper purpose. iii. A Committee Member or former Committee Member must not improperly use information obtained because he or she is a Committee Member to: I. gain an advantage for himself or herself or another person; or II. Cause detriment to The Club. iv. A Committee Member or former Committee member must not improperly use his or her position to: I. gain an advantage for himself or herself or another person; or II. Cause detriment to The Club. (c) A Committee Member having any material personal interest, i.e.: financial or non-financial interests, in a matter being considered at a Committee Meeting must: 25
i. as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; ii. disclose the nature and extent of the interest at the next General Meeting of The Club; and iii. Not be present while the matter is being considered at the Committee Meeting or vote on the matter. (d) Rule 18.1 (c) does not apply in respect of a material personal interest that: i. exists only because the Committee Member belongs to a class of persons for whose benefit The Club is established; or ii. The Committee Member has in common with all, or a substantial proportion of, the members of The Club. (e) The Secretary must record every disclosure made by a Committee Member under rule 18.1 (c) in the minutes of the Committee Meeting at which the disclosure is made. (f) (g) (h) No Committee Member shall make any public statement or Comment or cause to be published any words or article concerning the conduct of The Club unless the person is authorised by the Committee to do so and such authority is recorded in the minutes of the Committee Meeting. No person shall be entitled to hold a position on the Committee if the person has been convicted of, or imprisoned in the previous five years for: i. an indictable offence in relation to the promotion, formation or management of a body corporate; ii. an offence involving fraud or dishonesty punishable by imprisonment for a period of not less than three months; or iii. an offence under Part 4 Division 3 or section 127 of the Act; unless the person has obtained the consent of the Commissioner. (vi) No person shall be entitled to hold a position on the Committee if the person is, according to the Interpretation Act section 13D, a bankrupt or a person whose affairs are under insolvency laws 26
unless the person has obtained the consent of the Commissioner. (j) The Club may pay a Committee Member s travelling and other expenses as properly incurred: (i) in attending Committee Meetings or sub-committee meetings; (ii) in attending any General Meetings of The Club; and in connection with The Club s business. (j) Committee Members must not receive any remuneration for their services as Committee Members unless agreed to at an Annual General Meeting or Special General Meeting. 18.2 President The President shall preside at all meetings of the Club and of the Committee. In his/her absence the Vice-President shall preside. If none of the aforementioned officers be present, the meeting shall elect a Chairperson. At all General Meetings of the Club and all meetings of the Committee, the President, or in his/her absence the presiding Chairperson shall have a casting vote only, and shall decide on the voices or by a show of hands as the presiding Chairperson thinks fit, but any member may demand a division or a secret ballot. (b) must consult with the Secretary regarding the business to be conducted at each Committee Meeting and each General Meeting (b) may convene special meetings of the Committee under rule 17.1 (c) may preside over Committee Meetings under rule 17.4 (d) may preside over General Meetings under rules 26 (f) must ensure that the minutes of a General Meeting or Committee Meeting are reviewed and signed as correct 27
18.3 Secretary The Secretary of the Club facilitates the smooth running of the Club from Members to Management Committee and Vice versa. (a) (b) unless otherwise excused, shall attend all Executive meetings of the Club, keep a correct record of all proceedings in a book provided for that purpose, co-ordinate the correspondence of The Club; (c) (d) with the President about all business to be conducted at meetings and convene General Meetings and Committee Meetings, including preparing the notices of meetings and of the business to be conducted at each meeting; keep and maintain an up to date condition the rules of The Club and any by-laws of The Club; (e) maintain the register of the Members including the email, street or postal address of each member; (f) update the register within 28 days of new members, members resigning, members suspended/expelled and in the latter case, needs to keep date in which member ceases and reasons for cessation of membership. (g) maintain the record of office holders of The Club. Committee members may nominate a business address, post office box address or email address to be used in the record in place of their personal address; (h) ensure the safe custody of the Books (with the exception of the Accounting Records) of The Club (i) keep full and correct minutes of Committee Meetings and General Meetings; and (j) perform any other duties as are imposed by these Rules or The Club on the Secretary. 28
(j) 18.4 Treasurer update the register within 28 days of new members, members resigning, members suspended/expelled and in the latter case, needs to keep date in which member ceases and reasons for cessation of membership. The Treasurer must oversee the financial operations of the Club and report to the Management Committee (a) ensure all moneys payable to The Club are collected, and that receipts are issued for those moneys in the name of The Club; (b) ensure the payment of all moneys referred to in rule 18.4 (a) into the account or accounts of The Club as the Committee may from time to time direct; (c) ensure timely payments from the funds of The Club with the authority of a General Meeting or of the Committee; (d) ensure that The Club complies with the account keeping requirements in Part 5 of the Act; (e) ensure the safe custody of the Financial Records of The Club and any other relevant records of The Club; (f) Assist the Auditor with the audit of the Financial Report of the Club prior to its submission to the annual general meeting of The Club; (h) assist the reviewer or auditor (if any) in performing their functions; and (i) perform any other duties as are imposed by these Rules or The Club on the Treasurer. 29
18.5. Auditors There shall be an Auditor not a member of the Committee, who shall be elected at the Annual General Meeting. Such Auditor shall audit the accounts and have power at any time to call for all books, papers, accounts, etc. relating to the affairs of The Club. The Auditor shall be entitled to receive such remuneration as the Committee may from time to time determine. The Auditor need not necessarily be a member of The Club. If any casual vacancy occurs in the office of any Auditor appointed by The Club, the Committee should fill the appointment until the next Annual General Meeting. 19. RESIGNATION OF MANAGEMENT COMMITTEE In the event of the resignation of the Committee, the management of the affairs of the Club shall be vested in the President, Vice-President, Captain Men s Bowls and Captain Ladies Bowls who shall be competent to exercise all powers vested in the Executive Committee, until the holding of a Special General Meeting convened for the purpose of electing their successors; which Special General Meeting shall be held within fourteen (14) days after receipt of such resignation. 30
PART "D" 20. GENERAL PROVISION (a) (b) (c) (d) (e) (f) No member shall be entitled to take any legal action against The Club (other than a claim for goods sold and delivered and services rendered) and must conform to the decisions of the Committee and in the case of an appeal, to the decision of the General Meeting to which he/she may appeal. These rules shall be the rules of The Club and shall be binding on members. Correct accounts and books shall be kept showing the financial affairs of The Club and the particulars usually shown in books of accounts of a like nature. No liquor shall be sold or supplied for consumption other than on The Club s premises, unless the member purchasing it removes such liquor from the premises of The Club. The clubhouse and other club facilities is to be provided and maintained from the joint funds of The Club and no person shall be entitled under these rules to derive any benefit or advantage from The Club which is not shared equally by every member thereof. Rule 20 (e) does not prevent: i. the payment in good faith of remuneration to any officer, employee or Member in return for any services actually rendered to The Club or for goods supplied in the ordinary and usual course of business; ii. the payment of interest at a rate not exceeding the prevailing market rate published by the Reserve Bank of Australia as the Cash Rate Target from time to time on money borrowed from any Member; iii. the payment of reasonable and proper rent by The Club to a Member for premises leased by the Member to The Club; or iv. the reimbursement of expenses incurred by any Member or any Committee Member on behalf of The Club. 31
21. INTERPRETATION OF RULES (a) The Committee shall decide all questions of interpretation of these Rules and such decision shall be binding, unless at a General Meeting such decision shall, by a three quarters majority of members then present, be disagreed with. (b) Unless a contrary intention appears, word importing, the singular number include the plural and vice-versa, and words importing the masculine gender include the feminine and neuter gender in accordance with the Constitution Rules and By-Laws of the Royal Western Australian Bowling Association Inc. (c) In the event of any ambiguity, the powers vested in the Committee shall be construed so as to widen and not restrict the powers of the Committee. (d) Every member is bound by and shall submit to the Rules and By-Laws of the Club. 22. ALERATION AND REPEAL OF RULES (a) No repeals of any existing rules and no new rules or alteration, amendments or suspensions of a rule shall be valid unless a motion therefore is carried by a three quarters majority of members present and voting at a General or Special General Meeting. (b) Notices of motions to repeal, alter or suspend any rule shall be given to the Secretary at least 21 days preceding the Annual or Special General Meeting at which the motion shall be presented. The Secretary shall exhibit the proposal on The Club notice board at least fourteen days prior to such meeting. (c) As soon as is practicable after the making of any proposal for a change to the rules of The Club, the club shall provide to the Director of Liquor Licensing the proposed changes. No effect will be given to the changes without the prior approval of the Director. (d) Within one month after the making of any amendment or addition to the rules of The Club, passed by special resolution, the Management Committee shall send or deliver a certified copy of the amendment or alteration to the Consumer Protection Division of The Department of Commerce. No effect 32
will be given to the amendments without the approval of this Department. In addition, all amendments passed as a special resolution must be noticed to the Director of Liquor Licensing. 23. ANNUAL GENERAL MEETING The Annual General Meeting of the Club shall be held every calendar year within six months of after the end of The Club's financial year, unless otherwise ordered by the Committee. Notice of the meeting and agenda items including special notices of motion must be posted on The Club notice board for 14 days before the date of the meeting for all members to read. Members who have provided an email address will also be emailed a copy of the notice. At this meeting a report shall be presented by the President on behalf of the Management Committee, and the Treasurer shall present The Club s statement of accounts and balance sheet for the past year, and other business in accordance with these rules may be transacted. Fifteen (15) percent of Full and Life members of the Club shall constitute a quorum, at an Annual General Meeting or Special General Meeting. In the case of insufficient members to form a quorum being present after 30 minutes following the advertised start time for an Annual General Meeting, said meeting will be automatically adjourned to re-convene at the same time seven days later and shall proceed with or without a quorum. Only financial voting eligible members as per the constitution, will be permitted to vote on matters at the Annual General Meeting. 24. CONDUCT OF THE ANNUAL GENERAL MEETING The President shall preside. In his absence the Vice-President shall preside. In the absence of the aforementioned, the meeting shall elect a Chairperson from the members present. The Chairperson shall have power to exercise a casting vote. (a) Reading notice of meeting. (b) Reading and confirmation of the minutes of the last Annual General Meeting and of any Special Meetings held since the preceding Annual General Meeting. 33
(c) (d) (e) Reading the Presidents Report, discussion and adoption or otherwise. Reading the Annual Financial Report showing the financial position of The Club, to be received or otherwise. Election of the Management Committee. (f) (g) Election of the Club patron(s). Election of club Reviewer/Auditor. (i) (iii) to prepare financial statements that comply with Australian accounting standards. the financial statements must include: (iii) (iv) (v) (vi) a statement of financial position (balance sheet); a statement of comprehensive income (profit & loss); a statement of changes in equity; and a statement of cash flows for the period. (h) Special business of which notice of motion has been given. (i) General business, where at, motions without notice will be accepted as recommendations only to the Executive Committee. 25. SPECIAL GENERAL MEETING The Management Committee may, at any time call a Special General Meeting by giving adequate notice on The Club notice board for all members to read. Members who have provided an email address will also be emailed a copy of the notice. A Special General Meeting shall also be called by the Management Committee on a requisition signed by no less than 5% of voting members stating in detail the purpose of the meeting. Notice of the meeting and a copy of the requisition shall be posted in the building for at least seven (7) days before the date of the said meeting. Only business, of which notice shall have been given as above, or in accordance with these rules, shall be transacted at a Special General Meeting. Fifteen (15%) percent shall form a quorum. In the case of insufficient members to form a quorum being present after 30 minutes following the advertised start time for a 34