ANNEXURE A This is the Annexure marked A referred to in the statutory declaration of Tammy Auld made on the eighteenth day of January 2013 before me (Justice of the Peace signature) MID SOUTH EAST NETBALL ASSOCIATION INCORPORATED CONSTITUTION 1. NAME 1.1 The name of the incorporated club is the Mid South East Netball Association Incorporated, referred to herein as the Association. 1.2 The colours of the Association shall be Red, White and Black. 2. DEFINITONS 2.1 The Board means the Executive Members of the Association and two (2) Delegates for each member Club of the Association 2.2 Association and this Association means the Mid South East Netball Association Incorporated 2.3 General Meeting means a meeting of the Board convened in accordance with these rules. 2.4 Member means a member club of the Association 2.5 The Act means the Clubs Incorporation Act 1985 2.6 Special resolution means a special resolution defined in the Act 2.7 Month shall mean a calendar month 3. OBJECTS OF THE ASSOCIATION The objects of the Association are: 3.1 To promote, control and manage all netball organised by the Association 3.2 To abide by the official playing rules of the International Federation of Netball Association and the interpretations thereof determined by the All Australian Netball Association 3.3 To control and manage matches played between The Association in inter-town, inter-association and interstate competition and such other matches played as may be deemed expedient 3.4 To promote, co-ordinate and arrange functions and activities for the raising of funds in The Association 3.5 To educate, train, coach and encourage members of The Association 3.6 To promote good fellowship among those interested in and involved in The Association 3.7 To operate in co-operation with the Mid South Eastern Football League. AGM Nov 2012 Page 1 of 9
3.8 To do all such things and acts conducive to the furtherance of the objectives and interests of The Association. 4. POWERS OF THE ASSOCIATION For the purpose of carrying out its objects the Association shall have all the powers conferred by section 25 of the Act and this Constitution. 5. PATRONS Patron (s) may be nominated and elected at the Annual General Meeting. 6. MEMBERSHIP The Association shall consist of: 6.1 All members of the Board 6.2 All bona fide members of Affiliated Clubs 6.3 The elected or appointed members of Committees of the Association 6.4 Life Members The clubs of The Association consists of the Clubs of The Mid South Eastern Football League Inc and any other Club that may be admitted from time to time, providing all matches follow The Mid South Eastern Football League Programme. These Clubs shall be bound by the Constitution and By Laws of The Association. 7. LIFE MEMBERSHIP 7.1 The Board shall have the right to elect Life Members of The Association at an Annual General Meeting or at a Special General Meeting. 7.2 Such membership to be given to those persons who have rendered outstanding service to The Association 7.3 The person shall be nominated in writing by two (2) member clubs. A written statement outlining the outstanding service must accompany the nomination. Copies of the nomination shall be forwarded to all Club Secretaries at least twenty eight (28) days prior to the meeting. 7.4 Life Members shall be appointed by a two thirds majority of the Board Members present and entitled to vote at the meeting. 7.5 The number of Life Members appointed shall not exceed two (2) in any one calendar year. 7.6 All members, other than Life Members, shall be financial members of an affiliated club. 8. BOARD OF MANAGEMENT 8.1 The Association shall be governed by a Board of Management (hereinafter called The Board ) which shall comprise all Executive Members of the Association and two (2) delegates from each member club of The Association and who shall be 15 years and over. 8.2 The Board shall meet a minimum of 5 (five) times each year and there after as deemed necessary. 8.3 The Board shall be responsible for the general management of The Association and shall provide for the administration and control of the matches, affairs and property of the Association. 8.4 The Board shall attend regularly to all matters affecting the welfare of the Association. AGM Nov 2012 Page 2 of 9
8.5 Member clubs are to receive at least seven (7) days notice, in writing, of all Board Meetings. 8.6 The Board shall authorise three (3) bank signatories who shall be the Secretary, Treasurer and any one (1) other Executive member whom the Board shall determine. 8.7 The President, or in her absence, the Vice-President of The Association shall preside at all Board Meetings of The Association. If the President and Vice-President are absent or unwilling to act as a Chair of a Board Meeting, the Board Members present shall appoint one of their own number to chair that meeting. 8.8 If the Secretary is absent from a Board Meeting, Board Members present shall appoint one of their own number to record accurate minutes of that meeting. 8.9 Any member club not fully represented at a Board Meeting shall be fined. The fine shall be determined at the Annual General Meeting. If only one delegate is in attendance the fine shall be halved, unless the member club holds more than one (1) Executive Position, in which case, providing the relevant Executive Members are in attendance at the meeting, the attendance of one (1) club delegate will be accepted without incurring a fine. 8.10 The Board may appoint a person to fill a casual executive vacancy, and such executive member shall hold office until the next annual general meeting of the Association. 9. EXECUTIVE 9.1 There shall be an Executive Committee of The Association 9.2 The Executive shall consist of: a) President b) Vice President c) Secretary d) Assistant Secretary e) Treasurer f) Records Officer g) Executive Member - General 9.3 Nominations for the positions of the Executive may be in the hands of the Secretary of the Association, in writing and signed a club delegates and accompanied by the written consent of the nominee (which may be endorsed on the nomination form) not less than 14 days prior to the Annual General Meeting. Nominations for vacant positions shall be called from the floor at the Annual General Meeting or Special General Meeting. 9.4 If nominations received exceed the number of positions vacant then a ballot will be held at the Annual General Meeting of the Association to determine the successful applicant(s). 9.5 If fewer than the required nominations are received for Executive positions, members clubs, in alphabetical order will be responsible for filling the positions. Clubs that have at least one representative on the executive shall not have to fill the vacant position in that year. Each vacant position may only be filled by one club in any one year. A register is to be kept by the Secretary, which is to include the club and the position filled to ensure alphabetical order is maintained. 9.6 Executive members shall hold office for a period of twelve (12) months following their election at the Annual General Meeting. 9.7 Executive members, once elected shall not attend as a delegate for their club. 9.8 Any member of the executive shall be eligible for re-election. 9.9 An executive member shall be a natural person. AGM Nov 2012 Page 3 of 9
9.10 Executive members of the Association may receive an Honorarium to be voted on at the Annual General Meeting. 9.11 The Executive has the full power to determine any matters of an urgent nature which may arise between Board Meetings. 9.12 The Executive shall have the power to appoint sub committees for specific purposes. The President and Secretary may be ex-officio members of any sub committee. 9.13 The Executive has the management and control of the funds and other property of the Association. 9.14 The Executive shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the Association on which these rules are silent. 10. SECRETARY The Secretary shall keep a true record of all minutes of all meetings, attend all meetings, attend to correspondence, issue notices of meetings, keep records and carry out such duties as the committee may direct from time to time and in general perform functions usually pertaining to this office. 11. TREASURER The Treasurer shall receive all monies payable to the Association and give receipts for same. All monies so received shall be paid into the banking account of the Association as soon as possible. The Treasurer shall present at each general meeting a balance of the finances of the Association and shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association in accordance with the Act. 12. ASSISTANT SECRETARY The duties of the Assistant Secretary shall be decided at the first meeting of the Board for the year. 13. RECORDS OFFICER 13.1 Shall record all player registrations and details of grades played. 13.2 Shall bring to the notice of the Board, any breaches of any constitutional rules or by-laws. 13.3 Shall record and compile the Best and Fairest Votes for each grade for each season. 14. PUBLIC OFFICER 14.1 The Public Officer of the Association; who shall be a resident of South Australia; shall be elected at the Annual General Meeting. Unless another person is specifically appointed, the Secretary shall be the Public Officer. 14.2 The Certificate of Incorporation shall be deemed to be in the custody of the Public Officer and he/she shall be held responsible thereof. 14.3 The Public Officer shall forthwith cease to hold office:- a) if he/she ceases to reside in South Australia b) if he/she is sentenced to a term of imprisonment for felony or misdemeanour. c) if he/she becomes bankrupt d) if he/she retires or dies e) if he/she is removed from office by an ordinary resolution of the committee f) if he/she shall be appointed auditor of the Club AGM Nov 2012 Page 4 of 9
14.4 Forthwith after the Public Officer for the time being ceases to hold such office, the Committee shall appoint another in his/her place, unless submitted to a Special Meeting. 15. TRIBUNAL COMMITTEE 15.1 A Tribunal Committee of the Association shall comprise 3 non playing neutral persons elected by the Executive Committee for that incident. 15.2 The Tribunal Committee shall decide and act on all breaches of the Constitution and By-Laws of the Association reported to them by The Board. 15.3 The appointed Tribunal Committee shall only preside over the matter for which they have been appointed then retire at the conclusion of that hearing. 15.4 Each club shall nominated the names of two non playing club members, prior to the commencement of each playing season, who shall be available for tribunal appointment. A Tribunal Committee shall be appointed from the club nominees. 16. GENERAL MEETINGS 16.1 Annual General Meetings a) The Executive shall call an annual general meeting in accordance with the Act and these rules. b) The Annual General Meeting of the Board shall be held before the 31st December in each calendar year. Twenty eight (28) days notice of such Annual Meeting shall be given by letter to the Secretary of each member club. Enclosed with such notice shall be an agenda. Should there not be a quorum of members present within thirty (30) minutes of the advertised starting time; the meeting shall stand adjourned to the same day in the next week at the same time and place. c) The order of the business at the meeting shall be: (i) The confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting (ii) The consideration of the accounts, auditor s report and annual reports. (iii) The election of Patron (s) (if required) (iv) Appointment of pro tem chairperson for election of Association Executive Officers (v) The election of Association Executive Officers 1 President 2 Vice President 3 Secretary 4 Assistant Secretary 5 Treasurer 6 Records Officer 7 Executive Member General The election of Non-executive Positions 8 Presentation Co-ordinator 9 Netball SA Council Delegate 10 Publicity / Media Officer 11 Country Championship Co-ordinator (vi) (vii) (viii) (ix) (x) (xi) (xii) In accordance with the constitution, clubs to submit suitable nominees names in writing to the secretary no later than the date set here The appointment of auditor(s) Appointment of Public Officer Notice of motions Setting of annual subscriptions / fees / levies / fines and due dates Honorariums Bank signatories AGM Nov 2012 Page 5 of 9
(xiii) Any other business relevant business. d) The Chairperson at the commencement of the meeting, shall remain in the Chair until the completion of the Annual General Meeting, except, for the election of the Association Executive Officers, when a pro tem chairperson shall conduct those elections. 16.2 Special General Meetings a) The President may call a special general meeting of the Association at any time. b) Upon a requisition in writing of two (2) member clubs, the executive shall, within one calendar month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition. Provided that at least seven (7) days notice is given to all clubs and the business to be discussed is detailed in the notice. c) Every requisition for a special general meeting shall be signed by the relevant clubs and shall state the purpose of the meeting. 16.3 Notice of General Meetings a) Subject to 16.3b, at least 7 days notice of any general meeting shall be given to member clubs. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting. 17. QUORUM b) Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting. c) A notice may be given by the Association secretary to any member club by serving the member with the notice personally, or by sending it by post or email d) Where a notice is sent by post: (i) the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice; and (ii) unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post. e) Where notice is sent via email: (i) The service is effected by properly addressing the email; and (ii) Unless the contrary is proved, service will be taken to have been effected at the time which appears on the sent items. A quorum at any board meeting of the Association shall comprise seven (7) of the member clubs fully represented. A quorum at any executive meeting of the Association shall comprise five (5) of the members. 18. VOTING 18.1 At the Annual General Meeting voting shall be restricted to members of the Association who shall be entitled to one vote each. 18.2 At all other meetings one delegate only from each member club shall be entitled to vote on behalf of the club they represent. 18.3 Executive members are entitled to one vote each. The chairperson shall be entitled to a deliberative as well as a casting vote should there be an equal vote. 18.4 Unless poll is demanded by at least 2 (two) clubs or the President, decisions at a general meeting must be determined by a show of hands. 18.5 Exception clauses 7 and 23. AGM Nov 2012 Page 6 of 9
19. MINUTES 19.1 Proper minutes of all proceedings of general meetings of the Club and of meeting of the committee, shall be entered within one month after the relevant meeting in minute books kept for the purpose. 19.2 The minutes kept pursuant to this rule must be confirmed by the members of the Club or the members of the committee (as relevant) at a subsequent meeting. 19.3 The minutes pursuant to this rule shall be signed by the President of the meeting at which the proceedings took place or by the President of the next succeeding meeting at which the minutes are confirmed. 19.4 Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceeding held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid. 20. FINANCIAL REPORTING 20.1 Financial Year The financial year of the Association shall be the period of 12 months commencing on 1 November and ending on 31 October of each year. 20.2 Accounts to be Kept The Association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Club in accordance with the Act. 20.3 Accounts and Reports to be laid before Members The accounts, together with the auditor s report, shall be laid before members at the Annual General Meeting. 20.4 Appointment of Auditor The accounts of the Association shall be audited by a person or persons elected at the Annual General Meeting in each year, and be submitted with the audited report at the following Annual General Meeting; or at any other time when so directed by the Executive. Such person shall be a Certified Practising Accountant and shall not be a member of the Executive. 21. BANK ACCOUNTS 21.1 An account shall be opened with one or more financial institutions (to be selected by the Executive) in the name of the Mid South East Netball Association Incorporated. 21.2 Such account(s) shall be operated upon by the President, Vice-President, Secretary or Treasurer. 21.3 All accounts of the Association shall as far as practicable be paid by cheque or electronic transfer of funds, after the same have been passed for payment by The Board. 22. NON PROFIT The income and capital of the Association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Association. AGM Nov 2012 Page 7 of 9
23. AMENDMENT TO CONSTITUTION OR RULES 23.1 Amendments to the Constitution or Rules (including rescission or replacement by substitute rules) may be made at an Annual General Meeting, or Special General Meeting called for that purpose; provided written notice of intention to amend any rule shall be lodged with the Association Secretary twenty-eight (28) days prior to the Annual General Meeting, or Special General Meeting. Such written notice must be signed by two (2) member clubs. 23.2 Amendments to notices of motion require a two thirds majority vote. 23.3 The alteration shall be registered with the office of Consumer and Business Affairs, Corporate Affairs and Compliance Branch, as required by the Act. 23.4 The registered rules shall bind the Association and every member to the same extent as if they have respectively signed and sealed them, and agree to be bound by all of the provisions thereof. 24. DISSOLUTION The Association may be wound up in the manner provided for in the Act. 25. APPLICATION OF SURPLUS ASSETS 25.1 If after the winding up of the association there remains surplus assets as defined in the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members. 25.2 Such organisation or organisations shall be identified and determined by a resolution of members in general meeting. 26. BY-LAWS 26.1 The By-Laws of the Association shall be made for the purpose of enlarging upon, extending and developing the provisions of the Constitution and the interpretation thereof. 26.2 The By-Laws shall not be added to altered, repealed or rescinded except at an Annual General Meeting or Special Meeting subject to the following conditions: a) That at least two thirds of the voting members of The Board are present in person. b) That at least twenty one (21) days notice of the intention of discussing the By-law has been given to the Association secretary who has distributed it to the delegates and that notice to be recorded in the minute book. c) That any rule which has been made amended or repealed shall not be dealt with again until the next Annual General Meeting or after. d) That the minutes of the meeting at which any rules have been made, amended or repealed shall record the names of the persons present, the proposer, seconder of the motion to make, amend or repeal the rule/s (which shall be clearly referred to as such) an d the number of persons voting for and against the motions which shall include the date on which it is to come into force. e) That a copy of any rule so made amending or repealed shall be sent within fourteen (14) days to each club secretary and club delegate. f) Any by-law alteration must be proposed by a club and the proposal to be seconded by another club before it will be accepted for discussion. AGM Nov 2012 Page 8 of 9
Attachments to the Constitution: BY-LAWS GUIDELINES - Umpires Association Best & Fairest Votes Scorers Timers CONSTITUTION UPDATED: AGM NOVEMBER 19 TH 2012 BUSINESS REGISTRATION NUMBER: SA A11064 AGM Nov 2012 Page 9 of 9