CONSTITUTION
OF
COROWA GOLF CLUB LIMITED
ACN 001 071 110

NAME
1. The name of the Company (hereinafter called “the club”) is Corowa Golf Club
Limited.
DEFINITIONS
2. (a) In this Constitution unless there is something in the subject or context
inconsistent therewith:
“The Act” means the Corporations Act. When any provision of the Act is referred to
the reference is to that provision as modified by any law for the time being in force.
Unless the contrary intention appears expressions defined in the Act or any
modifications thereof made by any law in force at the date at which these Rules
become binding on the Club shall have the meaning so defined.
“The Board” means the members for the time being of the Board of Directors of the
Club constituted in accordance with this Constitution.
“By-Laws” shall mean the By-laws made in accordance with this Constitution.
“The Club” means Corowa Golf Club Limited ACN 001 071 110.
“Club Notice Board” means a board designated as such and located in a conspicuous
place within the Club premises on which notices for the information of members are
posted.
“Constitution” means this Constitution.
“Full Member” means a member who is an Ordinary member or Honorary Life
member of the Club.
“Month” except where otherwise provided in this Constitution means calendar
month.
“The Office” means the registered office for the time being of the Club.
“Ordinary Member” means a member who pursuant to these Rules is in one of the
categories of membership in Rule 18.
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“Rules” means the rules comprising this constitution.
“Secretary” includes Acting Secretary, Honorary Secretary, Acting Honorary
Secretary, Secretary Manager and General Manager and Chief Executive Officer.
“Special Resolution” has the same meaning as in the Act.
“Sporting sub club” means any sporting club, incorporated or otherwise, that
pursuant to a resolution of the Board is or has been established and is affiliated or
becomes affiliated with the Club.
(b) A member shall not be deemed to be a financial member at the date of
a meeting at which only financial members may attend or vote:
(i) If at the date of the meeting the members subscription or any
part thereof has not been paid in accordance with Rule 43; or
(ii) If any money (other than a member’s subscription) owing by
that member to the Club has remained unpaid at the expiration
of 14 days from service on that member of a notice from the
Club requiring payment thereof; and
In either case that member shall be and remain unfinancial until payment in full of the
amount owing.
(c) Words importing the singular number also include the plural and vice
versa and the masculine gender the feminine gender and vice versa.
OBJECTS
3. The objects for which the Club is established are:
(a) (i) To acquire and take over the assets and assume the liabilities of
the present unincorporated Club known as the ‘Corowa Golf
Club’.
(ii) Hold the assets and assume the liabilities of the organization
known as the Corowa Golf Club Limited.
(b) To purchase, lease or otherwise acquire and hold any freehold or
leasehold property or any easements rights or privileges which the
Club may think requisite for the purpose of or capable of being
conveniently used in connection with any of the objects of the Club.
(c) To promote and conduct the game of Golf and such other sports
games, amusements and entertainments, pastimes and recreations,
indoor and outdoor as the Club may deem expedient.
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(d) To construct, establish, provide, maintain and conduct such golf
courses, playing areas and grounds as the Club may determine and to
construct, provide, establish, furnish and maintain club houses,
pavilions and other buildings containing such amenities, conveniences
and accommodation either residential or otherwise as the Club may
from time to time determine.
(e) To construct, maintain or alter any buildings or works necessary or
convenience for the purpose of the Club.
(f) To raise money by entrance fees, subscriptions and other payments
payable by members and to grant any rights and privileges to
subscribers.
(g) To promote and hold either alone or jointly with any other Association
Club or person, golf meetings, competitions, matches and other sports
and to offer, give or contribute towards prizes, medals and awards and
to give or guarantee any prize money and expenses whether for
members or other persons and to promote, give or support dinners,
ball, concerts and other entertainments. Provided that no member of
the Club or the other person shall receive any prize, medal, award or
distinction except as a successful competitor at any match, sporting
event, trial or competition held or promoted by the Club or to which
the Club may have subscribed out of its income or property and which
under the regulations affecting the said game, match, sporting event or
competition may be awarded.
(h) To subscribe to become a member of and co-operate with any other
club, association or organization whether incorporated or not whose
objects are altogether or in part similar to those of the Club. Provided
that the Club shall not subscribe to or support with its funds any club,
association or organization which does not prohibit the distribution of
its income and property among its members to an extent at least as
great as that imposed on the Club under or by virtue of Rule 5 of this
Constitution.
(i) To affiliate with the New South Wales Golf Association Limited and
Women’s Golf NSW Inc and to arrange for the representation of the
Club at any corporation, body or bodies formed for the purpose of
promoting and/or controlling golf and other games, sports and
pastimes.
(j) In furtherance of the objects of the Club to buy, prepare, make, supply,
sell and deal in all kinds of equipment and all apparel used in
connection with the sport of golf and other sports and pastimes, and all
kinds of liquors, provisions and refreshments required or used by
members of the Club or other persons frequenting the grounds, club
house or premises of the Club subject however to the provisions of the
Registered Clubs Act 1976 as amended.
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(k) To make application for and obtain a certificate of registration of the
Club under the Registered Clubs Act 1976 as amended and from time
to time apply for and obtain a renewal of such certificate of registration
and to make application for and obtain entitlements and authorisations
under the Gaming Machines Act 2001 for the Club to operate poker
machines and from time to time apply for and obtain additional
entitlements and authorisations.
(l) To purchase, take, lease or in exchange or otherwise acquire any lands,
buildings, easements, rights of common or property real or personal
which may be requisite for the purposes of or conveniently used in
connection with any of the objects of the Club and to sell, convey,
transfer, assign, mortgage, give in exchange or dispose of the same.
(m) To make, draw, accept, endorse, discount and execute and to issue
promissory notes of exchange, debentures or other transferable or
negotiable instruments of any description.
(n) To borrow or raise and secure the payment of money in such manner
as the Club shall think fit in particular by the issue of debentures or
debenture stock, perpetual or otherwise charged upon all or any of the
Club’s property (both present and future) and to purchase, redeem or
pay off any such securities.
(o) To lend money to persons or companies and on such terms as may
seem expedient and to carry out on the business or guarantors and to
guarantee or become liable for the payment of money or for the
performance of any obligations and generally to transact all kinds of
guarantee business and for that purpose to give securities over all or
any part of the Clubs business or undertaking or property both present
and future.
(p) To indemnify any person or persons whether members of the Club or
not who may incur or have incurred any personal liability for benefit of
the Club and for that purpose to give such person or persons
mortgages, charges or other securities over the whole or any part of the
real or personal property present or future of the Club.
(q) To invest and deal with the monies of the Club not immediately
required upon such securities and in such manner as may from time to
time be determined and to sell dispose of realise or otherwise deal with
any such securities.
(r) To hire, employ and dismiss secretaries, clerks, managers, servants and
workman and to pay to them and to other persons in return for services
rendered to the Club salaries, wages, gratitude or pensions.
(s) To sell, improve, manage, develop, exchange, lease, mortgage, dispose
of turn to account or otherwise deal with all or any part of the property
or rights of the Club provided that no portion of the Club premises
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which are subject to a certificate of registration under the Registered
Clubs Act 1976 will be leased to any person.
(t) To take or otherwise acquire and hold shares in any other company
having objects altogether or in any part similar to those of the Club or
carrying on any business capable of being conducted so as directly or
indirectly to benefit the Club.
(u) To promote any company or companies for the purpose of acquiring all
or any of the property, rights and liabilities of the Club or for any other
purpose which may seem directly or indirectly calculated to benefit the
Club.
(v) To sell or dispose of the undertaking of the Club or any thereof for
such considerations as the Club may think fit and in particular for
shares, debentures or securities of any other company having objects
altogether or in part similar to those of the Club.
(w) To insure against damage by fire or otherwise any insurable property
of the Club and to insure any servant of the Club against risk, accident
or fidelity in the course of their employment by the Club and to effect
insurances for the purpose of indemnifying the Club in respect of claim
by reason of any such risk, accident or infidelity ad to establish and
support or aid in the establishment and to support of associations,
institutions, funds, trusts and conveniences calculated to benefit
employees or past employees of the Club or the dependents or
connections of any such person and to grant pensions and allowances
and to pay premiums or other amounts on such insurances, funds,
pensions or allowances.
(x) From time to time to make donations to such persons as the Club may
think directly or indirectly conducive to any of its objects or otherwise
expedient.
(y) To do all or any of the abovementioned things either singularly or in
conjunction with any other corporation, company, firm, association,
club or person and either as principals, agents, contractor, trustee or
otherwise.
(z) To do all such other lawful things as are incidental or conducive to the
attainment of the above objects or any of them.
INTERPRETATION
4. A decision of the Board on the construction or interpretation of the
Constitution or any Rules, or any By-Laws of the Club made pursuant to this
Constitution or on any matter arising therefrom, shall be conclusive and
binding on all members of the Club.
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PROPERTY AND INCOME OF THE CLUB
5. The income and property of the Club shall be applied solely towards the
promotion of the objects of the Club as set forth in this Constitution. No
portion of the income or property of the Club shall be paid or transferred
directly or indirectly by way of dividend bonus or otherwise by way of profit
to the members of the Club.
6. Nothing in this Constitution shall prevent the payment in good faith of
reasonable and proper remuneration to any officer or employee of the Club or
to any member of the Club in return for services actually rendered to the Club
nor prevent the payment of interest at the rate not exceeding the rate for the
time being charged by bankers in Sydney for overdrawn accounts on money
lent or reasonable and proper rent for premises demised or let by any member
to the Club.
7. A director of the Club shall not hold or be appointed or elected to any salaried
office of the Club or any office of the Club paid by fees and no remuneration
or other benefit in money or monies worth shall be given by the Club to any
director of the Club except by way of honorarium in accordance with Section
10(6)(b) of the Registered Clubs Act 1976 and/or by way of repayment of out
of pocket expenses in accordance with Section 10(6)(d) of the Registered
Clubs Act 1976 or by way of interest at the rate referred to above on money
lent or reasonable and proper rent for premises demised or let to the Club.
LIMITED LIABILITY
8. The liability of the members is limited.
MEMBERS GUARANTEE
9. Every member of the Club undertakes to contribute to the property of the
Club, in the event of the Club being wound up while he or she is a member, or
within one year after he or she ceases to be a member for payment of the debts
and liabilities of the Club contracted before he or she ceases to be a member
and of the costs, charges and expenses of winding up and for the adjustment of
the rights of the contributories among themselves such amount as may be
required not exceeding two dollars ($2.00).
APPLICATION OF PROPERTY ON DISSOLUTION
10. If upon the winding up or dissolution of the Club there remains after the
satisfaction of all its debts and liabilities any property whatsoever the same
shall not be paid to or distributed among the members of the Club but shall be
given up or transferred to some other institution or institutions having objects
altogether or in any part similar to those of the Club and which shall prohibit
the distribution of its or their income and property amongst its or their
members to an extent at least as great as is imposed on the Club at or before
the time of dissolution or in default thereof by such Judge of the Supreme
Court of New South Wales as may have or acquire jurisdiction in the matter,
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and if and so far as effect cannot be given to the aforesaid provision, then to
some charitable object.
PRELIMINARY
11. Pursuant to Section 135(2) of the Act all replaceable rules referred to in the
Act are hereby displaced or modified as provided in this Constitution.
12. The Club is established for the purposes set out in this Constitution.
13. (a) The Club shall be a non-proprietary company.
(b) Subject to the provisions of Section 10(6) and Section 10(6A) of the
Registered Clubs Act 1976, a member of the Club, whether or not he
or she is a director or a member of any committee of the Club shall not
be entitled under the Rules or otherwise to derive directly or indirectly
any profit, benefit or advantage from the Club that is not
offered equally to every Full member of the Club.
(c) Subject to the provision of Section 10(7) of the Registered Clubs Act
1976, a person, other than the Club or its members, shall not be entitled
under the Constitution or otherwise to derive directly or indirectly any
profit, benefit or advantage from the grant to the Club of, or the fact
that the Club has applied for, a certificate of Registration under Part II
of the Registered Clubs Act 1976 or from any added value that may
accrue to the premises of the Club because of the grant to the Club of,
or the fact that the Club has applied for, such a certificate.
14. (a) An employee of the Club shall not vote at any meeting of the Club or
of the Board or at any election of the Board or hold office as a director
of the Club.
(b) Any profits or other income of the Club shall be applied only to the
promotion of the purposes of the Club and shall not be paid to or
distributed among the members of the Club.
LIQUOR AND GAMING
15. (a) Liquor shall not be sold, supplied or disposed of on the premises of the
Club to any person other than a member except on the invitation and in
the company of a member; provided that this paragraph does not apply
in respect of the sale, supply or disposal of liquor to any person at a
function in respect of which an authority is granted to the Club under
Section 23(1) of the Registered Clubs Act 1976.
(b) Liquor shall not be sold, supplied or disposed of on the premises of the
Club to any person under the age of 18 years.
(c) A person under the age of 18 years shall not use or operate the gaming
facilities of the Club.
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(d) The Secretary or Manager or any employee or a director or a member
of any committee of the Club shall not be entitled under this
Constitution or otherwise to receive directly or indirectly any payment
calculated by reference to the quantity of liquor purchased, supplied,
sold or disposed of by the Club or the receipts of the Club for any
liquor supplied or disposed of by the Club.
(e) Subject to subsection 2 of Section 73 of the Gaming Machines Act
2001 the Club shall not share any receipts arising from the operation of
an approved gaming machine kept by the Club and shall not make any
payment or part payment by way of commission or an allowance from
or on any such receipts.
(f) Subject to subsection 2 of Section 74 of the Gaming Machines Act
2001 the Club shall not grant any interest in an approved gaming
machine kept by the Club to any other person.
MEMBERSHIP
16. (a) The number of Full members of the Club shall not exceed the
maximum permissible under the Registered Clubs Act 1976.
(b) No person under the age of 18 years shall be admitted as a member of
the Club other than a Junior member in accordance with this
Constitution.
17. The membership of the Club shall be divided into the following categories:
(a) Ordinary members;
(b) Honorary Life members;
(c) Provisional members;
(d) Honorary members;
(e) Temporary members.
18. Ordinary membership of the Club is divided into the following categories:
(a) Golfing members;
(b) Country Golfing members;
(c) Social Golf 7 Day members;
(d) Corporate members
(e) 18 to under 25 golfing members;
(f) Social members;
(g) Junior members.
19. The number of Full members having the right to vote in the election of the
Board shall at all times exceed the number of members in the categories of
membership referred to in Rule 18 who do not have the right to vote in the
election of the Board.
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ELIGIBILITY AND RIGHTS OF CLASSES OF MEMBERSHIP
GOLFING MEMBERS
20. (a) Golfing members are persons who have attained the age of 18 years
and who are elected to Golfing membership of the Club or transferred
by the Board to Golfing membership from another class of Ordinary
membership of the Club.
(b) Golfing members shall pay such annual subscription as the Board may
determine from time to time and without limitation the Board may set
different fees and annual subscriptions for various sub-classes of
Golfing membership as determined by the Board from time to time.
(c) Golfing members are entitled to:
(i) play golf in competitions organised by the Club;
(ii) all the social privileges and advantages of the Club;
(iii) attend and vote at annual general meetings and special
meetings of the Club;
(iv) nominate for and be elected to hold office on the Board;
(v) vote at the election of the Board;
(vi) vote on any special resolution to amend this Constitution;
(vii) propose, second and nominate any person to membership of the
Club;
(viii) propose, second and nominate any member for any office of the
Club;
(ix) propose, second and nominate any member for Life
Membership; and
(x) introduce guests to the Club.
COUNTRY GOLFING MEMBERS
21. (a) Country Golfing members are persons who have attained the
age of 18 years and who reside outside a radius of 40 kilometres from
the Corowa Post Office and who are elected to Country Golfing
membership or are transferred by the Board to Country Golfing
membership from another class of Ordinary membership of the Club.
(b) Country Golfing members shall pay a subscription lower than
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that for Golfing members as determined by the Board from time to
time.
(c) Country Golfing members are entitled to:
(i) play golf in competitions organised by the Club;
(ii) all the social privileges and advantages of the Club;
(iii) attend and vote at annual general meetings and special
meetings of the Club;
(iv) vote at the election of the Board;
(v) vote on any special resolution to amend this Constitution;
(vi) propose, second and nominate any person to membership of the
Club;
(vii) propose, second and nominate any member for any office of the
Club;
(viii) propose, second and nominate any member for Life
Membership; and
(ix) introduce guests to the Club.
(d) Country Golfing members are not eligible to nominate for or
be elected or appointed to office as director of the Club.
SOCIAL GOLF 7 DAYS MEMBERS
22. (a) Social Golf 7 day members are persons who have attained the
age of 18 years and who are elected to Social Golf 7 day
membership or are transferred by the Board to Social Golf 7 day
membership from another class of Ordinary membership of the Club.
(b) Social Golf 7 day membership shall pay a subscription
lower than that for Golfing members determined by the Board from
time to time.
(c) Social Golf 7 day members are entitled to:
(i) play social golf 7 days a week;
(ii) all the social privileges and advantages of the Club;
(iii) attend and vote at annual general meetings and special
meetings of the Club;
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(iv) vote at the election of the Board;
(v) vote on any special resolution to amend this Constitution;
(vi) propose, second and nominate any person to membership of the
Club;
(vii) propose, second and nominate any member for any office of the
Club;
(viii) propose, second and nominate any member for Life
Membership; and
(ix) introduce guests to the Club.
(d) Social Golf 7 day members are not entitled to nominate for or
be elected or appointed to office as a director of the Club.
(e) Social Golf 7 day members can not hold an Australian handicap and
are ineligible to play competition golf under this category.
CORPORATE MEMBER
23. (a) Corporate members are persons who have attained the age of 18 years
and who are elected to golfing membership of the Club.
(b) Corporate members will pay such fees and annual subscription as the
Board may determine from time to time.
(c) Corporate members are entitled to:
(i) play golf in competitions organised by the Club;
(ii) all the social privileges and advantages of the Club;
(iii) introduce guests to the Club;
(d) Corporate members shall not be entitled to:
(i) The playing privileges of the Club available through
membership of a sporting sub-club;
(ii) Propose, second or nominate members for any office of the
Club;
(iii) Propose, second or nominate members for any office of the
Club;
(iv) Attend and vote at any meeting of the Club including the
Annual General Meeting of the Club;
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(iv) be elected or appointed to office as a director of the Club;
(v) propose, second and nominate a person for Membership of the
Club.
18 to UNDER 25 GOLFING MEMBERS
24. (a) 18 to Under 25 members are persons who have attained the age of
18 years and are under the age of 25 years and who are elected to
Under 25 membership of the Club or transferred by the Board to 18 to
Under 25 membership from another class of membership of the Club.
(b) 18 to Under 25 members shall pay such annual subscription as the
Board may determine from time to time and without limitation of this
Paragraph (b) the Board may set different fees and annual
subscriptions for various sub-classes of 18 to Under 25 membership as
determined by the Board from time to time.
(c) 18 to Under 25 members are entitled to:
(i) play golf in competitions organised by the Club;
(ii) all the social privileges and advantages of the Club;
(iii) attend and vote at annual general meetings and special
meetings of the Club;
(iv) nominate for and be elected to hold office on the Board;
(v) vote at the election of the Board;
(vi) vote on any special resolution to amend this Constitution;
(vii) propose, second and nominate any person to membership of the
Club;
(viii) propose, second and nominate any member for any office of the
Club;
(ix) propose, second and nominate any member for Life
Membership; and
(x) introduce guests to the Club.
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SOCIAL MEMBERS
25. (a) Social members shall be persons who have attained the age of 18 years
and who are elected to Social membership of the Club or transferred by
the Board to Social membership from another class of Ordinary
membership of the Club.
(b) Social members shall pay an annual subscription as the Board
may determine from time to time.
(c) Social members shall be entitled to:
(i) the social privileges and advantages of the Club;
(ii) attend and vote at the annual general meetings and special
meetings of the Club;
(iii) propose, second or nominate a person for membership of the
Club; and
(iv) introduce guests to the Club.
(d) Social members shall not be entitled to:
(i) the playing privileges of the Club available through
membership of a sporting sub club;
(ii) propose, second and nominate any member for any office of the
Club;
(iii) propose, second and nominate any member for Life
membership
(iv) be elected or appointed to office as a director of the
Club;
JUNIOR MEMBERS
26. (a) Junior members shall be persons under the age of 18 years
who have been elected as Junior members and have paid the entrance
fee (if any) and the applicable annual subscription.
(b) A person shall not be admitted as a Junior member of the Club unless
the Board:
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(i) has received from that person’s parent or guardian written
consent to that person becoming a Junior member of the Club
and taking part in the sporting activities organised by the Club;
and
(ii) has received from that person a statement that the person
wishes to become a member of the Club for the purpose of
taking part in regular sporting activities organised by the Club.
(c) Subject to the provisions of the Registered Clubs Act, a Junior member
shall be entitled to the use of the facilities of the Club as the Board
shall determine from time to time but shall not be entitled to:
(i) attend and vote at any meetings of the Club;
(ii) take part in the management of the Club;
(iii) propose, second or nominate any person to membership of the
Club;
(iv) propose, second or nominate any member for any office of the
Club;
(v) propose, second or nominate any member for Honorary Life
membership;
(vi) introduce guests to the Club.
(d) Upon attainment of the age of 18 years the Board may transfer the
Junior member to 18 and Under 25 membership. The Board shall have
absolute discretion in respect of such transfer and in the case of the
Board refusing a transfer shall not be required to give reasons and
neither the provisions of Rule 46 nor the rules of natural justice shall
apply to such decision.
HONORARY LIFE MEMBERS
27. (a) An Honorary Life member shall be any member who has rendered
long or meritorious service to the Club or its members and has been
granted Honorary Life membership of the Club in accordance with this
Rule 27.
(b) Honorary Life membership may only be conferred at an annual general
meeting.
(c) A proposal for Honorary Life membership shall be made in the form of
a written Notice of Motion signed by two Ordinary members
(excluding Junior members and social members) or Honorary Life
members of the Club and handed to the Secretary at least one month
before the date of the annual general meeting at which it is to be
presented.
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(d) The Board must approve a nomination for Honorary Life membership
prior to that nomination being considered at an annual general meeting.
(e) Every Honorary Life member shall be entitled to all the rights and
privileged of a Golfing member.
(f) An Honorary Life member is relieved from the payment of any annual
subscription.
TRANSFER BETWEEN CLASSES OF MEMBERSHIP
28. (a) The Board shall have the power on the application of a Golfing
member to transfer that member to another category of Ordinary
membership if that member has qualifications for that category of
membership.
(b) The Board shall have the power on the application of a Country
Golfing member to transfer that member to another category of
Ordinary membership if that member has qualifications for that
category of membership.
(c) The Board shall have the power on the application of a Social Golf 7
Day member to transfer that member to another category of Ordinary
membership if that member has qualifications for that
category of membership.
(d) The Board shall have the power on the application of a Social member
to transfer that member to another category of Ordinary membership if
that member has qualifications for that category of membership.
(e) Application for transfer of membership pursuant to this Rule 28
together with any additional subscription shall be deposited at the
office and the Secretary shall cause the name and address of the
applicant to be exhibited on the Club Notice Board for a continuous
period of not less than one week before the transfer of the applicant to
another class of membership of the Club.
(f) A member will not be entitled to any refund of membership fees or any
part thereof if their application for transfer is approved.
(g) Upon a member being transferred to another class of membership of
the Club, the Secretary shall cause a notice of such transfer and of any
additional subscription to be paid by that member to be promptly
forwarded or posted to such member. If a member fails to be
transferred, the Secretary shall cause any additional subscription paid
by that member to be returned to such member.
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PROVISIONAL MEMBERS
29. Every person in respect of whom a nomination form for membership duly
completed in accordance with this Constitution has been given to the Secretary
of the Club and who has paid to the Club the relevant subscription appropriate
to the class of membership referred to in the nomination form shall be granted
Provisional membership of the Club while awaiting the decision of the Board
in relation to that person’s application for membership of the Club.
30. Should a person who is admitted as a Provisional member not be elected to
membership of the Club within six weeks from the date of the nomination
form being given to the Secretary or should that person’s application for
membership be refused (whichever is sooner) that person shall cease to be a
Provisional member of the Club and the annual subscription submitted with
the nomination shall be forthwith returned to that person.
31. (a) Provisional members shall be entitled to the social facilities and
amenities of the Club. Provisional Golfing members shall be eligible to
use such of the golfing facilities of the Club as the Board may
determine from time to time.
(b) Provisional members shall not be entitled to:
(i) attend or vote at any meetings of the Club;
(ii) nominate for or be elected to the Board;
(iii) hold any office in the Club;
(iv) participate in the management, business and affairs of the Club
in any way; or
(v) introduce guests into the Club.
HONORARY MEMBERS
32. (a) The following persons may be made Honorary members of the Club in
accordance with procedures established by the Board from time to
time.
(i) the patron or patrons for the time being of the Club; and
(ii) any prominent citizen or local dignitary visiting the Club.
(b) Honorary members shall be entitled to only the social facilities and
amenities of the Club and such sporting activities of the Club as the
Board may determine from time to time.
(c) Honorary members shall not be entitled to attend or vote at any
meeting of the Club, nominate or be elected to the Board or any office
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in the Club or participate in the management, business and affairs of
the Club in any way.
(d) When Honorary membership is conferred on any person the following
particulars shall be entered in the Club’s Register of Honorary
Members:
(i) the name in full of the Honorary Member;
(ii) the residential address of the Honorary Member;
(iii) the date on which Honorary membership is conferred; and
(iv) the date on which Honorary membership is to cease.
TEMPORARY MEMBERS
33. The following persons in accordance with procedures established by the Board
may be made Temporary members of the Club;
(a) Any visitor whose permanent place of residence in New South Wales
is not less than a distance of 5 kilometres radius from the Club or such
other greater distance as may be determined from time to time by the
Board by By-law pursuant to this Constitution.
(b) A full member (as defined in the Registered Clubs Act 1976) of
another club which is registered under the Registered Clubs Act 1976
and which has objects similar to those of the Club;
(c) A full member (as defined in the Registered Clubs Act 1976) of any
registered club who, at the invitation of the Board of the Club, attends
on any day at the premises of the Club for the purpose of participating
in an organised sport or competition to be conducted by the Club on
that day from the time on that day when he or she so attends the
premises of the Club until the end of that day.
(d) Any interstate or overseas visitor.
34. (a) Temporary members shall not be required to pay an entrance fee or
annual subscription;
(b) Temporary members shall not be entitled to vote at any meeting of the
Club, nominate for or be elected to the Board or any office in the Club
or participate in the management, business and affairs of the Club in
any way;
(c) Temporary members shall not be permitted to introduce guests into the
Club other than a minor in accordance with Rule 49;
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(d) The Secretary or senior employee then on duty may terminate the
membership of any Temporary member at any time without notice and
without having to provide any reason;
(e) No person under the age of 18 years may be admitted as a temporary
member of the Club unless that person is a Junior member of another
registered club and satisfies the requirements of Rule 33(c);
(f) When a Temporary member (other than a Temporary member admitted
pursuant to Rule 33(c)) first enters the Club premises on any day the
following particulars shall be entered in the Club’s Register of
Temporary Members:
(i) the name in full of the Temporary member;
(ii) the residential address of the Temporary member;
(iii) the date on which Temporary membership is granted; and
(iv) the signature of the Temporary member.
(g) A Temporary member’s membership shall be valid for a period of 7
days from the date the Temporary Member first enters the Club
premises.
VOTES OF MEMBERS
35. (a) The following members only shall be entitled to attend and vote at any
meetings of the Club;
(i) Golfing members;
(ii) Country members;
(iii) Social Golf 7 Day members;
(iv) Honorary Life members; and
(v) Social members.
(b) Every member who is eligible to vote shall be entitled to vote both on a
show of hands and on the taking of a poll and shall have one vote.
(c) Section 30 (1) (h) of the Registered Clubs Act 1976 prohibits
employees from voting at any meeting of the Club or of the governing
body of the Club or at any election of the governing body or holding
office as a member of the governing body of a club.
A new section 30 (1) (h1) extends the current prohibition against
employees of a registered club voting in the election of the Board or
committee of another club or association when any member of that
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particular committee would as a result of the election be entitled or
qualified to be appointed to the governing body of the registered club.
36. No member (other than an Honorary Life member) shall be entitled to be
present or vote at any meeting of the Club or to be elected to any office unless
that member has paid all or any entrance fees and annual subscriptions and
subject to Rule 2(b)(ii) all other moneys due to the Club at the time of such
meeting or such election as the case may be.
ELECTION OF MEMBERS
37. A person shall not be admitted as an Ordinary member of the Club unless that
person is elected to membership at a meeting of the Board of the Club, or a
duly appointed election committee of the Club and the names of those
members present and voting at that meeting are recorded by the Secretary of
the Club. The Board may reject any application for membership without
assigning any reason for such rejection.
38. Candidates for membership of the Club shall be proposed by one full member
and seconded by another full member of the Club provided that Junior
members shall not propose or second any person for membership of the Club.
39. (a) In respect of every proposal for election to any category of Ordinary
membership of the Club there shall be completed a nomination form
which shall be in such form and shall contain such particulars as are
from time to time prescribed by the Board, including the full name,
address, occupation and date of birth of the candidate, the home and
mobile numbers and the email address of the candidate and a statement
that the candidate, if admitted will be bound by the Constitution.
The form will be signed by the candidate and by the proposer
and seconder.
(b) The nomination form together with the first annual subscription and
joining fee (if any) shall be deposited at the Office and the Secretary
shall cause the name, and address of the candidate to be exhibited on
the Club Notice Board for a continuous period of not less than 7
days before the election of the candidate as a member of the Club
and an interval of at least 14 days shall elapse between the deposit
at the Office of the nomination form and the election of that person
to membership of the Club.
40. (a) Upon a person being elected to any category of Ordinary membership
the Secretary shall cause a notice of such election to be promptly
forwarded or posted to such person. If a person fails to be elected to
membership the Secretary shall cause the entrance fee and first annual
subscription to be forwarded or posted to such person.
(b) A copy of the Constitution shall be supplied to a member on request
being made to the Secretary of the Club, and if demanded by the
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Secretary of that member, on payment of any fees that may be
prescribed by the Act.
ENTRANCE FEES AND ANNUAL SUBSCRIPTION AND LEVIES
41. Annual subscriptions and other payments payable by members of the Club
shall be such as the Board may from time to time prescribe provided that the
annual subscription shall be not less than $2.00 (excluding Goods and Services
Tax) or such other minimum subscription provided from time to time by the
Registered Clubs Act 1976.
42. Any candidate elected during the last 6months of the financial year of the
Club to any class of membership shall pay such proportion of the annual
subscription as may be determined by the Board from time to time provided
that it is not less than $2.00 (excluding Goods and Services Tax) or such other
minimum prescribed under the Registered Clubs Act 176.
43. (a) All subscriptions prescribed by the Board shall be due and payable by
the first day of October in each year.
(b) Any person who has not paid his or her subscription by the last day of
October in each year shall cease to be entitled to the privileges of
membership of the Club and by resolution of the Board may be
removed from membership of the Club in which case the provisions of
Rule 46 shall not apply.
(c) Each year the Secretary shall cause reasonable notice to be given in
writing to each member of the due date for payment of the subscription
and of the provisions of paragraph (b) of this Rule 43.
(d) Any person who has ceased to be a member of the Club pursuant to
paragraph (b) of this Rule 43 may, upon payment of an administration
fee determined by the Board from time to time and upon payment of
the full year’s subscription applicable to that member’s former
category, re-apply for membership.
ADDRESSES OF MEMBERS
44. Members must advise the Secretary of the Club of any change in their address
within seven days of changing their address as recorded in the register referred
to in Rule 45(a).
REGISTER OF MEMBERS AND GUESTS
45. The Club shall keep the following registers:
(a) A register of persons who are Full members of the Club. This register
shall set forth in respect of each Full member:
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(i) the name in full
(ii) the occupation
(iii) the address, home and mobile telephone numbers and email
address of each Full member;
(iv) the date of birth;
(v) the date first elected to membership of the Club; and
(vi) the date on which that member last paid the annual fee for
membership of the Club.
(b) A register of persons who are Honorary members;
(c) A register of persons who are Temporary members other than
Temporary members referred to in Rule 33(c).
(d) A register of persons of or over the age of 18 years who enter the
premises of the Club as guests of members.
DISCIPLINARY PROCEEDINGS
46. (a) If any member wilfully refuses or neglects to comply with any of the
provisions of this Constitution or any By-Law or is, in the reasonable
opinion of the Board, guilty of any conduct prejudicial to the interests
of the Club or be guilty of conduct which is unbecoming of a member
or which shall render the member unfit for membership, the Board
shall have power to reprimand, suspend for such period as it considers
fit, expel or accept the resignation of such member and to have
recorded in the register of members that the person has ceased to be a
member of the Club provided that:
(i) Such member shall be notified of any charge against the
member pursuant to this Rule and of the date, time, place of the
hearing of the charge by notice in writing sent as a prepaid
letter posted to the member’s last known address at least 14
clear days before the meeting of the Board at which such
charge is to be heard.
(ii) The member charged shall be entitled to attend the hearing for
the purpose of answering the charge and shall also be entitled
to submit to the meeting written representations for the purpose
of answering the charge.
(iii) If the member fails to attend such meeting the charge or
complaint may be heard and dealt with and the Board may
decide on the evidence before it, the member’s absence
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notwithstanding but having regard to any representations which
may have been made to it in writing by the member charged.
(iv) A decision as to the application and appropriateness of any
sanction of a member shall be determined by secret ballot and
shall require votes from not less than a majority of the directors
present and voting at the meeting.
(v) No motion by the Board to reprimand, suspend or expel a
member shall be deemed to be passed unless a majority of the
directors present in person vote in a secret ballot in favour of
such motion.
(vi) Any decision of the Board on such hearings shall be final and
the Board shall not be required to assign any reason for its
decision.
(b) In the event that a notice of charge is issued to a member pursuant to
sub-paragraph (i) of paragraph (a) of this Rule 46 the Board shall have
power to suspend that member from all rights and privileges as a
member of the Club until the charge is heard and determined or for
five weeks whichever is the sooner. Such suspension shall be promptly
notified in writing to the member concerned.
(c) The Secretary or, subject to paragraph (e) of this Rule 46, an employee
of the Club may refuse to admit to the Club and may turn out, or cause
to be turned out, of the premises of the Club any person including any
member:
(i) who is then intoxicated, violent, quarrelsome or disorderly; or
(ii) who, for the purpose of prostitution, engages or uses any part of
the premises of the Club; or
(iii) whose presence on the premises of the Club renders the Club or
the Secretary liable to a penalty under the Registered Clubs
Act 1976; or
(iv) who hawks, peddles or sells any goods on the premises of the
Club; or
(v) who uses, or has in his or her possession, while on the premises
of the Club any substance that the Secretary suspects of being a
prohibited drug or prohibited plant.
(d) If pursuant to paragraph (c) of this Rule 46 a person (including a
member) has been refused admission to, or has been turned out of, the
premises of the Club, the Secretary or (subject to paragraph (e) of
this Rule 46) an employee of the Club, may at any subsequent
time, refuse to admit that person into the premises of the Club or may
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turn the person out, or cause the person to be turned out of the
premises of the Club.
(e) An employee who, under this Constitution, is entitled to exercise the
powers set out in this Rule shall be:
(i) in the absence of the Secretary from the premises of the Club
the senior employee then on duty; or
(ii) any employee authorised in writing by the Secretary to exercise
such power.
RESIGNATION AND CESSATION OF MEMBERSHIP
47. A member may at any time by giving notice in writing to the Secretary resign
from his or her membership of the Club and such resignation shall take effect
from the date on which it is received by the Secretary and the member will not
be entitled to any refund of membership fees or any part thereof unless the
Board considers that there are circumstances warranting an ex gratia payment
of the unexpired portion of his or her membership fees from the date of
resignation.
GUESTS
48. (a) All members except Junior members and Honorary members shall
have the privilege of introducing guests to the Club. However, a
Temporary member may only introduce a guest in accordance with
Rule 49.
(b) Unless the guest is a minor, on each day a member first brings a guest
into the Club that member shall enter in the Register of Guests the
name and address of the guest and that member shall countersign that
entry.
(c) No member shall introduce guests more frequently or in greater
number than may for the time being be provided by By-law nor shall a
member introduce any person as a guest who has been suspended or
expelled from the Club pursuant to Rule 46 (a) or Rule 46 (b) or who
has been refused admission to or turned out of the Club pursuant to
Rule 46 (c).
(d) Members shall be responsible for the conduct of any guests they may
introduce to the Club.
(e) The Board shall have power to make By-laws from time to time not
inconsistent with this Constitution or the Registered Clubs Act 1976
regulating the terms and conditions on which guests may be admitted
to the Club.
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(f) No guest shall be supplied with liquor on the premises of the Club
except on the invitation of and in the company of a member.
(g) A guest shall at all times remain in the reasonable company of the
member who countersigned the entry in the Register of Guests in
respect of that guest.
(h) A guest shall not remain on the premises of the Club any longer than
the member who countersigned the entry in the Register of Guests in
respect of that guest.
(i) The Secretary may refuse a guest of a member admission to the Club
or require a guest of a member to leave the premises of the Club (or
any part thereof) without giving any reason.
49. A Temporary member may bring into the Club premises as the guest of that
Temporary member a minor:
(a) who at all times while on the Club premises remains in the company
and immediate presence of that Temporary member,
(b) who does not remain on the Club premises any longer than that
Temporary member; and
(c) in relation to whom the member is a responsible adult.
50. For the purpose of Rule 49 “responsible adult” means a person of or over the
age of 18 years who, in relation to a minor, belongs to one or more of the
following classes of persons:
(a) a parent, step-parent or guardian of the minor;
(b) the minor’s spouse or any person who, although not legally married to
the minor, ordinary lives with the minor as the minor’s spouse on a
permanent and domestic basis;
(c) a person who for the time being has parental responsibility for the
minor.
BOARD OF DIRECTORS
51. (a) The Board shall consist of 9 directors comprising of a President, a Vice
President, a Treasurer, a Club Captain, a Vice Captain and 4 ordinary
directors.
(b) The Board shall be elected annually in accordance with these Rules.
52. Only Golfing members (referred to in Rule 20) and Honorary Life members
(referred to in Rule 27) shall be eligible to stand for and be elected to the
Board.
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53. A member who is currently under suspension pursuant to Rule 46 shall not be
eligible to stand for or be elected to the Board.
54. A member who resides outside a radius of 40 kilometres from the Corowa
Post Office shall not be eligible to stand for and be elected to the Board.
ELECTION OF BOARD
55. The election of the Board shall be by ballot using the primary system of voting
and shall take place in the following manner:
(a) Any two members of the Club entitled to vote may nominate any other
member eligible for election to be elected to the Board of the Club.
The Retiring President, Vice President, Club Captain, Honorary
Treasurer and other retiring members of the Board shall be eligible for
re-election without re-nomination to the office held unless they
otherwise notified the Secretary in writing twenty-eight (28) days prior
to the Annual General Meeting that they wish to retire.
(b) A nomination shall be in writing and signed by the nominators and
bear the written consent of the nominee and shall be delivered to the
Secretary not later than 6.00pm on the closing day for nominations
which day shall be (28) days prior to the date of the Annual General
Meeting.
(c) Immediately after nominations are received the Secretary shall exhibit
on the Club notice board names of the retiring members of the Board
who are standing for re-election and also the names of any other
nominees and their nominators for each office.
(d) No member shall be elected to more than one 1 position and the
ballot shall be counted so a to elect office bearers and the ordinary
members of the Board in the following order; President, Vice
President, Club Captain, Vice Captain, Treasurer and 4 ordinary
members of the Board.
A member when elected will not be included in the count for the
remaining vacancies although nominated and voted on the ballot
sheets.
(e) In the event of there being fewer candidates nominated than the
number of vacancies the members present at the Annual General
meeting and entitled to vote may fill up the remaining vacancies or
vacancy as the case may be.
(f) In the event of there being more candidates nominated than the
vacancy or vacancies a ballot shall be taken in the manner hereinafter
provided.
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(g) The Board shall appoint a Returning Officer to take charge of the
ballot for office bearers with no less than two 2 assistant returning
officers who should also act as scrutineers of the ballot. The Returning
Officer shall supervise the issue of ballot papers, the safe custody of
ballot papers returned, the examination of returned ballot papers, the
counting of votes after the ballot is closed and shall report the result of
the ballot to the President and Secretary forthwith and to the Annual
General Meeting.
(h) Not less than 14 days before the Annual General Meeting the
Returning Officer shall hold a draw for positions on the ballot paper of
all candidates in the election and shall post to each member a list of
names of all candidates as they appear on the ballot paper together with
each candidate’s photograph address, occupation, a brief personal
resume and the number of years of membership of the Club. The list of
candidates shall also contain a statement to the effect that ballot papers
will be available for collection by members from the Club reception
area on days and at times specified therein.
(i) All ballot papers issued to members shall be initialled by the Returning
Office or by one of his or her assistants.
(j) The Secretary shall provide the Returning Officer with a list of all
members eligible to vote in the election together with their respective
membership numbers. The Returning Officer shall mark on the list of
numbers and names of those members to whom a ballot paper is given.
(k) Any member to whom a ballot paper is given who satisfies the
Returning Officer that the ballot has been spoilt by him shall be given
a further ballot paper.
(l) Any member who, through ill health or disability is unable to attend
the Club personally to cast a vote in the election may cast a postal vote
provided that no less than five (5) days prior to the Annual General
Meeting the Returning Officer receives a written request to cast a
postal ballot signed by the member concerned. The Returning Officer
will then forthwith post a ballot paper to the member concerned. The
non receipt of such ballot paper by the member or subsequently the
non receipt by the Returning Officer of the ballot paper marked by the
member shall not invalidate the election.
(m) Spelling and typographical errors on the ballot paper shall not
invalidate the ballot and the decision of the Returning Officer as to the
validity of any ballot paper shall be final.
(n) In the event that two or more candidates have an equal number of votes
and one has to be excluded or one has to be elected, the returning
officer will conduct a “draw from the hat” the name being drawn will
be the winner.
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56. A member shall record his or her vote in the following manner:
(a) By placing numbers in the square opposite the name or the names on
each ballot paper of the candidates for whom he or she wishes to vote
for the required number to be elected and in accordance with the
instructions set out on each ballot paper.
(b) By depositing or causing to be deposited, the completed ballot paper in
a ballot box which shall be provided to the Returning Officer by the
Board which shall be kept locked by the Returning Officer and which
shall be placed in the Club reception area during the trading hours of
the Club on each of the 5 days immediately prior to the
penultimate day of the Annual General Meeting.
(c) Voting shall close at 5pm on the day prior to the Annual General
Meeting and no ballot papers will be accepted after that time.
POWERS OF THE BOARD
57. The Board shall be responsible for the management of business and affairs of
the Club.
58. The Board may exercise its powers and do all such acts and things as the Club
is by this Constitution or otherwise authorised to exercise and do and which
are not hereby or by Statute directed or required to be exercised or done by the
Club in General Meeting but subject nevertheless to the provisions of the Act
and the Registered Clubs Act 1976 and of this Constitution and to any
amendments to this Constitution provided that no such amendment shall
invalidate any prior act of the Board which would have been valid if such
amendment had not been made. In particular, but without derogating from the
general powers hereinbefore conferred, the Board shall have power from time
to time:
(a) (i) To delegate any of its powers to committees consisting of such
director or directors and/or such Full members of the Club
together with persons who are not members but who have
particular skills or expertise which they may apply to the
relevant committees and senior management staff of the Club
as the Board may from time to time think fit and may from time
to time revoke such delegation
(ii) Any committee so formed shall in the exercise of the powers so
delegated conform to any regulation or restriction that may
from time to time be imposed upon it by the Board.
(iii) The President shall be ex officio a member of all such
committees and may nominate a director to represent him or
her on such committees.
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(iv) A committee may meet and adjourn as it thinks proper.
Questions arising at any meeting of a committee shall be
determined by a majority of votes of the members present and
in the case of an equality of votes the chairperson of the
meeting shall have a second and casting vote;
(v) The meeting and proceedings of any committee consisting of
2 or more members shall be governed by the provisions
herein contained for regulating the meetings and proceedings of
the Board so far as the same are applicable thereto and are not
superseded by this Rule 58 or by any regulation made by the
Board pursuant to this Rule 58.
(vi) All committees shall make minutes of its meetings and will
forthwith submit those minutes to the Board and the Board will
retain those minutes as it they were minutes of the Board.
(b) To make such By-Laws not inconsistent with the Constitution as in the
opinion of the Board are necessary or desirable for the proper control,
administration and management of the Club’s finances, affairs,
interests, effects and property and for the convenience, comfort and
well being of the members of the Club and to amend or rescind from
time to time any such By-Laws and without limiting the generality
thereof particularly for:
(i) Such matters as the Board is specifically by this Constitution
empowered to regulate by By-Laws;
(ii) The general management control and trading activities of the
Club;
(iii) The control and management of the Club premises;
(iv) The conduct of members and guests of members;
(v) The privileges to be enjoyed by each category of members;
(vi) The relationship between members and Club employees;
(vii) And generally all such matters as are commonly the subject
matter of the Constitution or By-Laws or which by the
Constitution are not reserved for decision by the Club in
General Meeting.
(c) To enforce or procure the enforcement of all By-Laws by suspension
from enjoyment of the Club privileges or any of them or otherwise as
the Board thinks fit.
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(d) To purchase or otherwise acquire for the Club any property rights or
privileges which the Club is authorised to acquire at such price and
generally on such terms and conditions as it shall think fit.
(e) To secure the fulfilment of any contract or engagement entered into by
the Club by mortgaging or charging all or any of the property of the
Club as may be thought fit.
(f) To institute, conduct, defend, compound or abandon any legal
proceedings by or against the Club or its officers or otherwise
concerning the affairs of the Club and also compound or allow time for
payment and satisfaction of any debts due to any claims or demands by
or against the Club and to refer any claims or demands by or against
the Club to arbitration and to observe and perform the award.
(g) To determine who shall be entitled to sign or endorse on the Club’s
behalf contracts, receipts, acceptances, cheques, bills of exchange,
promissory notes and other documents or instruments.
(h) To invest and deal with any of the moneys of the Club not immediately
required for the purpose of the Club upon such securities and in such
manner as the Board may think fit and from time to time to vary or
realise such investments.
(i) From time to time at its discretion to borrow or secure the payment of
any sum or sums of money for the purposes of the Club provided such
sum or sums borrowed in any one financial year of the Club does not
exceed three 3 times the amount received by way of subscriptions
from members in the previous financial year and raise or secure the
payment of such sum or sums in such manner and upon such terms and
conditions in all respects as it shall think fit and to give security
including by way of mortgage and/or charge upon or over all or any
part of the Club’s property both present and future.
(j) To sell, exchange or otherwise dispose of any furniture, fittings,
equipment, plant or other goods or chattels and any land or buildings
belonging to the Club and to lease any property of the Club to
exchange or sell all or any of the lands and buildings or other property
or rights to which the Club may be entitled from time to time provided
that the power to lease shall not be exercised with respect to any part of
the Club’s premises which may be registered under the provisions of
the Registered Clubs Act 1976 without the consent of the Licensing
Court being obtained and provided further that the power to sell shall
not be exercised in respect of the whole or any part of the Club’s
premises which may be registered under the provisions Registered
Clubs Act 1976 without prior approval of the members in general
meetings.
(k) (i) To appoint, discharge and arrange the duties and powers of the
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Secretary/Manager and to determine the remuneration and term
of employment of such Secretary/Manager and to specify and
define his or her duties.
(ii) To engage, appoint, control, remove, discharge, suspend and
dismiss managers, officers, representatives, agents and servants
or other employees in respect to permanent, temporary or
special services as it may from time to time think fit and to
determine the duties, pay, salary, emoluments or other
remuneration and to determine with or without compensation
any contract for service or otherwise. The Board may delegate
these powers (or any of them) to the Secretary of the Club from
time to time.
(l) To fix the maximum number of persons who may be admitted to each
class of membership of the Club in accordance with this Constitution.
(m) To establish sporting sub clubs with such objects, powers and
composition as the Board may determine from time to time.
(n) (i) To allow each of the sporting sub clubs to conduct, manage and
control sport or other activities for which they were
respectively established within the Club;
(ii) To allow the sporting sub clubs to create rules and by-laws for
the control and regulation of the sporting and social activities of
such sub clubs.
(iii) For the purpose of this Rule to permit any such sporting sub
club to adopt a name distinctive of such sporting sub club
(provided it be described as a sporting sub club of the Club)
and to become affiliated with the bodies controlling sports in
New South Wales on such terms and conditions (not
inconsistent with this Constitution or the Registered Clubs Act
1976) as such controlling bodies may from time to time require
and to pay on behalf of the Club capitation or affiliation fees to
any such controlling bodies or as required by such bodies.
(iv) The Board may empower each such sporting sub club to open
and operate a Bank Account in the name of the sporting sub
club with such Bank or Banks as the Board may from time to
time approve provided that the persons eligible to operate upon
any such account shall be approved by the Board which from
time to time remove and replace such persons or any of them.
(v) Subject to the general control and supervision of the Board
each such sporting sub club shall manage its own affairs but
shall make regular reports to the Board (or otherwise as may be
required from time to time by the Board). The Minutes and
records of each sporting sub club and its governing body shall
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also be produced promptly to the Board which shall review and
preserve such minutes and records.
(vi) Subject as hereinafter provided the constitutions and rules or
by-laws of each such sporting sub club may be amended from
time to time by a majority of the members for the time being of
such sporting sub club at a general meeting of such members
either annually or at a meeting convened specifically for such
purpose provided that no amendment proposed to and approved
by the meeting of the members of the sporting sub club shall
have effect unless and until it shall have been approved by
resolution of the Board. Such approval shall not be
unreasonably withheld.
(vii) Any disciplinary action by a sporting sub club in respect of any
member of such sporting sub club shall at once be reported to
the Board together with the reasons therefore and with a
recommendation as to further action (if any) to be taken by the
Board.
(o) To affiliate with any sporting club whether incorporated or
unincorporated and in accordance with these Rules elect members of
such sporting club to sporting membership of the Club.
(p) To set the entrance fee and annual or other subscriptions and fees
payable by all members.
BY-LAWS
59. (a) Any By-Law under Rule 58(b) shall come into force and be fully
operative upon the posting of an appropriate notice containing such
By-Law on the Club Notice Board.
(b) The Board shall cause a copy of all By-Laws to be made available to
any member on request and without charge to that member.
PROCEEDINGS OF THE BOARD
60. The Board may meet together for the dispatch of the business, adjourn and
otherwise regulate its meetings as it thinks fit provided that the Board shall
meet whenever it deems it necessary but at least once in each calendar month
for the transaction of business.
61. A record of all members of the Board present at each Board meeting and of all
resolutions and proceedings of the Board at such meeting shall be entered in a
Minute Book provided for that purpose.
62. The President shall preside as chairperson at every Meeting of the Board. If
the President is not present or is unwilling or unable to act, then the Vice
President shall take the chair. If the Vice President is not present or is
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unwilling or unable to act the directors present shall elect one of their number
as chairperson for that meeting.
63. The quorum for meetings of the Board shall be 5 directors personally
present.
64. The president may at any time and the Secretary upon request of not less than
3 directors shall convene a meeting of the Board.
65. Subject to this Constitution questions arising at any meeting of the Board shall
be decided by a majority of votes and a determination by a majority of the
Board shall for all purposes be deemed a determination of the Board. In case
of an equality of votes the Chairperson of the meeting shall have a second or
casting vote.
66. The continuing directors of the Board may act notwithstanding any vacancy in
the Board, but if and so long as their number is reduced below the number
fixed by this Constitution as the necessary quorum of the Board, the
continuing member or members may act for the purpose of increasing the
number of members of the Board to that number or of summoning a general
meeting of the Club, but for no other purpose.
67. All acts done by any meeting of the Board or of a committee or by any person
acting as a member of the Board shall, notwithstanding that it is afterwards
discovered that there was some defect in the appointment of any such member
of the Board or person acting as aforesaid, or that the members of the Board or
any of them were disqualified, be as valid as if every such person has been
duly appointed and was qualified to be a member of the Board.
68. A resolution in writing signed by all the directors shall be as valid and
effectual as if it had been passed at a meeting of the Board duly convened and
held. Any such resolution may consist of several documents in like form each
signed by one or more directors. The resolution shall be passed when the last
director signs the document containing the resolution.
69. A meeting of the Board may be called or held using any technology consented
to by all the directors. The consent may be a standing one. A director may
only withdraw his or her consent within a reasonable period before the
meeting.
DIRECTORS INTERESTED IN CONTRACTS
70. (a) No director shall be disqualified from office by reason of that director
contracting with the Club either as vendor or purchaser or otherwise.
(b) Any such contract or contracts or arrangements entered into by or one
behalf of the Club in which any director shall be in any way interested
shall not by reason of that interest be avoided.
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(c) Any director contracting with the Club shall not be liable to account to
the Club for any profit realised by any such contract by reason only of
such director holding that office or of the fiduciary relationship thereby
established provided that the director declares the nature of his or her
interest in a meeting of the Board of the Club in accordance with
Section 191 of the Act.
71. (a) In accordance with Section 195 of the Act a director who has a
material personal interest in a matter that is being considered at a
meeting of the Board, or of the Directors of the Club:
(i) Must not vote on the matter;
(ii) Must not be present while the mater is being considered at the
meeting.
(b) The Board shall not pass a resolution for the purpose of Section195(2)
of the Act exempting a director from the provisions of paragraph (a) of
the Rule 71.
REMOVAL FROM OFFICE OF DIRECTORS
72. (a) The members in General Meeting may be ordinary resolution:
(i) Remove any member or members of the Board or the whole of
the Board before the expiration of his or her or their period of
office;
(ii) Appoint another person or persons in his or her or their stead
provided any person so appointed is eligible to be elected as a
director in accordance with this Constitution.
(b) Any person appointed pursuant to sub paragraph (a)(ii) of this Rule 72
shall hold office during such time only as the person whose place he or
she is appointed would have held the same if he or she had not been so
removed.
(c) Notice of the intention to move a resolution to remove a member of the
Board from office must be given to the Club at least 2 months
before the meeting at which the resolution is to be considered and
voted on. The provisions of Section 203D of the Act shall be followed
in relation to that meeting.
VACANCIES ON BOARD
73. The office of a member of the Board shall automatically be vacated if the
person holding that office:
(a) Becomes insolvent under administration.
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(b) Is convicted of any offence referred to in Section 206B of the Act.
(c) Becomes of unsound mind or a person whose person or estate is liable
to be dealt with in any way under the law relating to mental health.
(d) Is absent from meeting of the Board for a continuous period of 3
months without leave of absence from the Board and the Board
resolves that the office be vacated.
(e) By notice in writing given to the Secretary resigns from office as a
director.
(f) Becomes prohibited from being a member of the Board by reason of
any order made under the Act or is disqualified from holding office as
a director pursuant to any order or declaration made under the
Registered Clubs Act. 1976
(g) Ceases to be a member of the Club; or
(h) Becomes an employee of the Club.
74. The Board shall have power at any time and from time to time, to appoint any
eligible person to the Board to fill a casual vacancy. The person so appointed
shall hold office only until the conclusion of the following Annual General
Meeting.
GENERAL MEETINGS
75. A General Meeting called the Annual General Meeting shall be held once at
least in every calendar year at such time and place as may be determined by
the Board but within five 5 months of the close of the financial year. All
meetings other than Annual General Meetings shall be called General
Meetings.
76. (a) The Board may whenever it considers fit call and arrange to hold a
general meeting of the Club.
(b) The Board must call and arrange to hold a general meeting of the Club
on the request of:
(i) members with at least 5% of the votes that may be cast at the
general meeting; or
(ii) at least fifty 50 members who are entitled to vote at the
general meeting.
In this Rule 76 the term “the request” shall mean the request referred to
in this paragraph (b).
(c) The request must:
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(i) be in writing; and
(ii) state any resolution to be proposed at the meeting; and
(iii) be signed by the members making the request; and
(iv) be given to the Secretary.
(d) Separate copies of a document setting out the request may be used for
signing by the members if the wording of the request is identical in
each copy.
(e) The Board must call the meeting within 21 days after the
request is given to the Secretary. The meeting is to be held not later
than 2 months after the request is given to the Secretary.
(f) Members with more than 50% of the votes of all the members who
make the request may call and arrange to hold a general meeting if the
Board do not do so within 21 days after the request is
given to the Secretary.
(g) The meeting referred to in paragraph (f) of this Rule 76 must be called
in the same way – so far as is possible – in which general meetings of
the Club may be called. The meeting must be held not later than 3
months after the request is given to the Club.
(h) To call the meeting the members requesting the meeting may ask the
Secretary for a copy of the Register of Members and the Secretary
must give the members the copy of the Register without charge.
(i) The Club must pay the reasonable expenses the members incurred
because the Board failed to call and arrange to hold the meeting. The
Club may recover the amount of the expenses from the directors of the
Club. However, a director is not liable for the amount if that director
proves that he or she took reasonable steps to cause the directors to
comply with this Rule 76. The directors who are liable are jointly and
individually liable for the amount. If the director who is liable for the
amount does not reimburse the Club, the Club must deduct the amount
from any sum payable as fees payable to, or remuneration (including
an honorarium) of the director.
77. (a) At least 21 days notice in writing of the Annual General Meeting
and of any general meeting of the members of the Club must
be given to all members who are entitled to attend and vote at that
meeting and to the auditor.
(b) A notice of a general meeting of the Club’s members must:
(i) Set out the place, date and time of meeting; and
(ii) State the general nature of the meeting’s business; and
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(iii) If a special resolution is to be proposed at the meeting – set out
an intention to propose the special resolution and state the
resolution.
(c) A copy of a notice of a general meeting of the members of the Club
shall also be posted on the Club Notice Board for a period of not less
than 21 days prior to the date of the meeting.
(d) Notice of an Annual General Meeting and of the last day for receiving
nominations for office, shall be posted on the Notice Board for at least
thirty 30 days prior to the date fixed for such Annual General
Meetings.
(e) Neither the accidental omission to give notice of a meeting or the nonreceipt
by any person of notice of a meeting nor the omission to post a
copy of a notice of the meeting on the Club Notice Board shall
invalidate any proceedings at such meeting unless pursuant to Section
1322 of the Act such proceedings are declared to be void.
PROCEEDINGS AT ANNUAL GENERAL MEETINGS
78. The business of the Annual General Meeting shall be as follows:
(a) To confirm the Minutes of the pervious Annual General Meeting.
(b) To receive and consider the reports referred to in Rule 94.
(c) To declare the result of the ballot for the election or re-election of the
Board.
(d) To appoint an auditor or auditors in the event that there be a vacancy
in the office of Auditors.
(e) To approve the reimbursement of director’s expenses.
(f) To deal with any other business of which due notice has been given to
the members.
79. (a) Notwithstanding Rules 81, 82 and 83 individual members may submit
items of business and notices of motion which they wish to have
included in the business of the Annual General Meeting. All such items
of business and notices of motion must be received by the Secretary
not less than 35 days before the Annual General Meeting.
(b) The Secretary shall cause all items of business and notices of motion
referred to in paragraph (a) to be presented to the Board and the Board
shall have absolute discretion as to whether to include those items of
business and/or notices of motion in the Notice of the Annual General
Meeting that is sent to members.
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80. (a) The Chairperson of the Annual General Meeting must allow a
reasonable opportunity for the members as a whole at the meeting to
ask questions about or make comments on the management of the
Club.
(b) If the Club’s auditor or a representative of the Club’s auditor is at the
meeting, the Chairperson of the Annual General Meeting must allow a
reasonable opportunity for the members as a whole at the meeting to
ask the auditor or the auditor’s representative questions relevant to the
conduct of the audit and the preparation and conduct of the auditor’s
report.
MEMBER’S RESOLUTION
81. (a) The following members may give the Secretary notice of a resolution
that they propose to move at a general meeting:
(i) Members with at least 5% of the votes that may be cast on the
resolution; or
(ii) At least 50 members who are entitled to vote at a general
meeting.
(b) The notice must:
(i) be in writing; and
(ii) set out the wording of the proposed resolution; and
(iii) be signed by the members proposing to move the resolution.
(c) Separate copies of a document setting out the notice may be used for
signing by the members if the wording of the notice is identical in each
copy.
(d) The percentage of votes that members have is to be worked out as at
the midnight before the members give the notice to the Secretary.
82. (a) If the Secretary has been given notice of a resolution under Rule 81,
the resolution is to be considered at the next general meeting that
occurs more than 2 months after the notice is given.
(b) The Club must give all its members notice of the resolution at the same
time, or as soon as practicable afterwards, and in the same way, as it
gives notice of a meeting.
(c) The Club shall be responsible for the cost of giving members notice of
the resolution if the Club receives the notice in time to send it out to
members with the notice of the meeting.
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(d) The members requesting the meeting are jointly and individually liable
for the expenses reasonably incurred by the Club in giving members
notice of the resolution if the Club does not receive the members’
notice in time to send it out with the notice of meeting. At a general
meeting, the members present and entitled to vote may resolve that the
Club meet the expense itself.
(e) The Club need not give notice of the resolution:
(i) If it is more than 1000 words long or defamatory; or
(ii) If the members making the request are to bear the expenses of
sending the notice out – unless the members give the Club a
sum reasonably sufficient to meet the expenses that it will
reasonably incur in giving the notice.
83. (a) Members may request the Club to give to all its members a statement
provided by the member making the request that:
(i) A resolution is proposed to be moved at a general meeting; or
(ii) Any other matter that may be properly considered at a general
meeting.
(b) The request must be made by:
(i) Members with at least 5% of the votes that may be cast on the
resolution; or
(ii) At least 50 members who are entitled to vote at the meeting.
(c) The request must be:
(i) In writing; and
(ii) Signed by the members making the request; and
(iii) Given to the Secretary.
(d) Separate copies of a document setting out the request may be used for
signing by members if the wording of the request is identical in each
copy.
(e) The percentage of votes that members have is to be worked out as at
the midnight before the request is given to the Secretary.
(f) After receiving the request, the Club must distribute to all its members
a copy of the statement at the same time, or as soon as practicable
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afterwards, and in the same way, as it gives notice of a general
meeting.
(g) The Club is responsible for the cost of making the distribution if the
Secretary receives the statement in time to send it out to members with
the notice of meeting.
(h) The members making the request are jointly and individually liable for
the expenses reasonably incurred by the Club in making the
distribution if the Club does not receive the statement in time to send it
out with the notice of meeting. At a general meeting, the Club may
resolve to meet the expenses itself.
(i) The Club need not comply with the request:
(i) If it is more than 1000 words long or defamatory; or
(ii) If the members making the request are responsible for the
expenses of distribution – unless the members give the Club a
sum reasonably sufficient to meet the expenses that it will
reasonably incur in making the distribution.
84. A general meeting of the members of the Club must be held for a proper
purpose.
AUDITOR’S RIGHT TO BE HEARD AT GENERAL MEETINGS
85. (a) The Club’s auditor shall be given notice of all general meetings at the
same time as such notice is given to the members and is entitled to
attend any general meeting of the Club.
(b) The auditor is entitled to be heard at the meeting on any part of the
business of the meeting that concerns the auditor in his/hers or their
capacity as auditor.
(c) The auditor is entitled to be heard even if:
(i) The auditor retires at the meeting; or
(ii) The meeting passes a resolution to remove the auditor from
office.
(d) The auditor may authorise a person in writing as his/her or their
representative for the purpose of attending and speaking at any general
meeting.
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PROCEEDINGS AT GENERAL MEETINGS
86. The President shall be entitled to take the chair at every General Meeting. If
the President is not present within 15 minutes after the time appointed for
holding the meeting or is unwilling or unable to act, then the Vice President
shall take the Chair. If the Vice President is not present within 15 minutes
after the time appointed for holding the meeting or is unable or unwilling to
act then a member of the Board as determined by the members present shall
chair the meeting.
87. (a) At any general meeting of the Club (other than a meeting referred to in
paragraph (b) of this Rule 87) and at the Annual General Meeting
30 members present in person and eligible to vote shall be a
quorum.
(b) At any general meeting convened on the requisition of members the
quorum shall be either 30 members entitled to vote or that number
of members which is 10% of the total membership of the Club
entitled to vote (whichever is greater) and in either case such members
being present in person.
(c) If the quorum is not present within 15 minutes after the time
for the commencement of the meeting the same shall be adjourned to
the same day in the next week at the same time and place provided that
if the meeting has been convened at the request of members pursuant
to Rule 76 the same shall be dissolved. If at any adjourned meeting a
quorum is not present, the same shall be dissolved.
88. (a) Every question submitted to a meeting other than a Special Resolution
shall be decided by a simple majority of votes from those members
present and voting and counted on a show of hands (unless a poll is
demanded by 5 members) and in the case of an equality of votes
whether on a show of hands or on a poll the chairperson of the Meeting
shall have a second or casting vote.
(b) If a poll is demanded it shall be taken in such manner and either at
once or after the interval or adjournment or otherwise as the
chairperson directs and the result of the poll shall be the resolution of
the meeting at which the poll was demanded but a poll demanded on
the election of the chairperson or on a question of adjournment shall be
taken forthwith.
(c) A demand for a poll may be withdrawn.
(d) At any General Meeting (unless a poll is demanded) a declaration by
the chairperson that a resolution has been carried or carried by a
particular majority or lost or not carried by a particular majority and an
entry to that effect in the book containing the minutes of the
proceedings of the Club shall be conclusive evidence of the fact
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without proof of the number or proportion of votes recorded in favour
of or against such resolution.
29 A person shall not:
(a) Attend or vote at any meeting of the Club or of the Board or of any
committee thereof; or
(b) Vote at any election including an election of the member or of the
Board as the proxy of another person.
90. The chairperson of a Meeting may with the consent of the meeting at which a
quorum is present (and shall if so directed by the meeting) adjourn the meeting
from time to time and from place to place but no business shall be transacted
at any adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place. A resolution passed at any adjourned
meeting shall for all purposes be treated as having been passed on the date
when it was in fact passed and shall not be deemed to have been passed on any
earlier date. It shall not be necessary to give any notice of an adjournment or
of the business to be transacted at an adjourned meeting except when a
meeting is adjourned for 30 days or more, when notice of the adjourned
meeting shall be given as in the case of an original meeting.
91. Minutes of all resolutions and proceedings at General Meetings shall be
entered in a book provided for that purpose within 1 month of the meeting and
any such minute shall be signed by the chairperson of the meeting to which it
relates or by the chairperson of the next succeeding meeting and if purporting
to be so signed shall be prima facie evidence of the proceedings to which it
relates.
ACCOUNTS
92. The Board shall:
(a) Cause proper accounts and records to be kept with respect to the
financial affairs of the Club in accordance with the Act and the
Registered Clubs Act 1976; and
(b) Cause to be prepared and submitted to a meeting of the Board at
intervals of not more than 3 months a statement of income and
expenditure in relation to each aspect of the Club’s activities in
accordance with the Registered Clubs Act 1976; and
(c) Within 48 hours after the meeting of the Board of the Club to which
any such statement is submitted, cause a copy of that statement
and of any resolution passed by the Board of the Club in relation
to that statement to be exhibited in a conspicuous position on
the premises of the Club; and
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(d) Cause the copy of that statement and that resolution, if any, to be so
exhibited for a continuous period of not less than 28 days.
93. The books of account shall be kept at the Registered Office of the Club or at
such other place as the Board thinks fit. The Club shall at all reasonable times
make its accounting record available in writing for the inspection of members
of the Board and any other persona authorised or permitted by or under the
Act to inspect such records.
94. The Board shall, not less than 21 days before each Annual General Meeting
and in any event within 4 months of the end of the financial year of the Club,
send to all members of the Club entitled to attend the Annual General Meeting
a copy of all reports which pursuant to Section 314 of the Act are to be laid
before the Annual General Meeting in respect of the financial year ending on
the 30) day of September immediately prior to the Annual General Meeting
and without limitation these shall include:
(a) A copy of the Financial Report of the Club; and
(b) A copy of the Directors’ Report; and
(c) A copy of the Auditors’ Report on the financial report.
FINANCIAL YEAR
95. The financial year of the Club and any sub club or other entity created under
this Constitution shall commence on the 1
st day of October in each year and
end on the last day of September in the following year or such other period as
having regard to the Act, the Board may determine.
AUDITORS
96. Auditors shall be appointed and their duties regulated in accordance with the
Act and their remuneration shall be fixed by the Board.
SECRETARY
97. At any time there shall only be one Secretary of the Club who shall be
appointed by the Board and who shall be the Chief Executive Officer of the
Club for the purposes of the Registered Clubs Act.
SEAL
98. The Board shall provide for the safe custody of the Seal of the Club and the
Seal shall never be affixed to any deed or instrument except by the authority of
a resolution passed at a meeting of the Board of the Club previously given and
in the presence of a member of the Board who shall sign every instrument to
which the Seal is affixed and every such instrument to which the seal is
affixed shall be countersigned by the Secretary or one other director appointed
by the Board.
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NOTICES
99.. A notice may be given by the Club to any member either personally or by
sending it by post to the address of the member recorded for that member in
the Register of Members kept pursuant to this Constitution.
100. Where a notice is sent by post service of the notice shall be deemed to be
effected by properly addressing prepaying and posting the notice and shall be
deemed to have been effected in the case of a notice convening a meeting on
the day following that on which the same shall have been posted and in any
other case at the time at which the notice would have been delivered in the
ordinary course of post.
INDEMNITY OF OFFICERS
101. Every officer (as defined in Section 9 of the Act) and former officer of the
Club shall be indemnified to the full extent permitted by the Act out of the
property of the Club against any liability incurred by him or her in his or her
capacity as officer in defending any proceedings whether civil or criminal.
102. The Club may pay a premium for contract insuring a person who is an officer
or a former officer of the Club against a liability incurred by that person as an
officer of the Club provided that the liability is not one in respect of which a
premium can not be paid under the Act or a liability which contravenes
Section 199A or Section 199B of the Act.