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Constitution
of Surfers Paradise-Benowa Cricket club inc.
1.
The name of the incorporated association shall be: Surfers Paradise
–Benowa cricket club inc. herein called ‘The Association’
OBJECTIVES
2.
The objects for which the association is established are
(a)
To promote Cricket in the Surfers Paradise –Benowa and surrounding area.
(b)
To affiliate with any such body as the management committee decides.
(c)
The income, profits and assets of the association are to be applied
in the promotion of the association’s objectives.
POWERS
3.
(1)
The association has, in the exercise of its affairs, all the powers
of an individual.
(2)
The association may, for example -
(a)
Enter into contracts, and
(b)
Acquire, hold, deal with and dispose of property, and
(c)
Make charges for services and facilities it supplies, and
(d)
Do other things necessary or convenient to be done in carrying out
its affairs.
(3)
The association may also issue secured and unsecured notes, debentures
and debenture stock for the association.
CLASSES OF MEMBERSHIP
4.
(1)
The membership of the association shall consist of Members and Life
Members
(2)
The number of Members and Life Members shall be unlimited
APPLICATION
TO BECOME A MEMBER
5.
(1)
Every applicant for any class of membership of the association (other
than the members of the unincorporated association referred to in sub-rule
(1)) shall be proposed by 1 member of the association and seconded by another
member.
(2)
The application for membership shall be made in writing, signed by
the applicant and the applicant’s proposer and seconder and shall be in such
form as the management committee from time to time prescribes.
MEMBERSHIP FEES
6.
(1)
The membership fees for each class of membership shall be such sum,
as the members shall from time to time at any general meeting so determine.
(2)
The membership fees for each class of membership shall be pay able
at such time and in such manner, as the management committee shall from time
to time determine.
ADMISSION AND REJECTION OF MEMBERS
7.
(1)
At the next meeting of the management committee after the receipt of
any application and the fee applicable for any class of membership, such application
shall be considered by the management committee, who shall thereupon determine
upon the admission or rejection of the applicant.
(2)
Any applicant who received a majority of the votes of the members of
the management committee present at the meeting at which such application
is being considered shall be accepted as a member to the class of membership
applied for.
(3)
Upon the acceptance or rejection of an application for any class of
membership the secretary shall forthwith give the applicant notice in writing
of such acceptance or rejection.
TERMINATION OF MEMBERSHIP
8.
(1)
A member may resign from the association at any time by giving notice
in writing to the secretary.
(2)
Such resignation shall take effect at the time such notice is received
by the secretary unless a later date is specified in the notice when it shall
take effect on that later date.
(3)
If a member -
(a)
Is convicted of an indictable offence; or
(b)
Fails to comply with any of the provisions of these rules; or
(c)
Has membership fees in arrears for a period of 2 months or more; or
(d)
Conducts them in a manner considered to be injurious or prejudicial
to the character or interests of the association.
The management
committee shall consider whether the member’s membership shall be terminated.
(4)
The member concerned shall be given a full and fair opportunity of
presenting the member’s case and if the management committee resolves to terminate
the membership it shall instruct the secretary to advise the member in writing
accordingly.
APPEAL
AGAINST REJECTION OR TERMINATION OF MEMBERSHIP
9.
(1)
A member whose application for membership has been rejected or whose
membership has been terminated may within 1 month of receiving written notification
thereof, lodge with the secretary written notice of the person’s intention
to appeal against the decision of the management committee.
(2)
Upon receipt of a notification of intention to appeal against rejection
or termination of membership the secretary shall convene, within 3 months
of the date of receipt by the secretary of such notice, a general meeting
to determine the appeal.
(3)
At any such meeting the applicant shall be given the opportunity to
fully present the applicant’s case and the management committee or those members
thereof who rejected the application for membership or terminated the membership
subsequently shall likewise have the opportunity of presenting its or their
case.
(4)
The appeal shall be determined by the vote of the members present at
such meeting
(5)
Where a member, whose application is rejected, does not appeal against
the decision the management committee within the time prescribed by these
rules or so appeals but the appeal is unsuccessful, the secretary shall forward
refund the amount of any fee paid.
REGISTER OF MEMBERS
10.
(1)
The management committee shall cause a register to be kept in which
shall be entered the names and residential addresses of all Clubs and Officials
admitted to membership of the association and the dates of their admission.
(2)
Particulars shall also be entered into the register of deaths, resignations,
terminations and reinstatement’s of membership and any further particulars
as the management committee or the members at any general meeting may require
from time to time.
(3)
The register shall be open for inspection at all reasonable times by
any member who previously applies to the secretary for such inspection.
SECRETARY
11.
(1)
If the association has not elected an interim officer as secretary
for the association before its incorporation, the members of the management
committee must appoint or elect a secretary for the association within 1 month
after incorporation.
(2)
If a vacancy happens in the office of secretary, the members of the
management committee must elect a secretary within 1 month after the vacancy
happens.
(3)
The secretary must be an individual residing in Queensland or in another
State but not more than 65km from the Queensland border, who is -
(a)
A member of the association elected by the association as secretary;
or
(b)
A member of the association’s management committee appointed by the
committee as secretary
MEMBERSHIP OF MANAGEMENT COMMITTEE
12.
(1)
(a)
The Management Committee of the Association shall consist of a President, one (1) Vice-President and
a Treasurer, all of whom shall be members of the association.
(b)
The Management Committee shall comprise of as persons as may be elected
at that time
(2)
(a)
At the first annual general meeting of the association, all the members
of the management committee for the time being shall retire from office, but
shall be eligible upon nomination for re-election.
(3)
The election of officers of the management committee shall take place
in the following manner -
(a)
A person shall be nominated
and seconded, shall be lodged with the secretary at least 14 days before the
annual general meeting at which the election is to take place;
(c)
A list of candidates’ names in alphabetical order, with the proposers’
and seconders’ names, shall be posted in a conspicuous place in the office
or usual place of meeting of the association for at least 7 days immediately
preceding the annual general meeting;
(d)
Balloting lists shall be prepared (if necessary) containing the names
of the candidates in alphabetical order, and each member present at the annual
general meeting shall be entitled to vote for any member of such candidates
not exceeding the number of vacancies;
(e)
Should, at the commencement of such meeting, there be an insufficient
number of candidates nominated, nominations may be taken form the floor of
the meeting, subject to 12 (1) (b).
4.
The payment to any officer or employee of the association of an amount
by way of a commission or wance calculated by reference to the quantity to
liquor sold or supplied by the association or the receipts of the association
for such liquor is prohibited.
5.
The payment of dividends to or the distribution of income, profits
or assets of the association among, the members is prohibited.
RESIGNATION OR REMOVAL FROM OFFICE OF MEMBER OF
MANAGEMENT COMMITTTEE
13.
(1)
Any member of the management committee may resign form membership of
the management committee at any time by giving notice in writing to the secretary
but such resignation shall take effect at the time such notice is received
by the secretary unless a later date is specified in the notice when it shall
take effect on that later date or such member may be removed from office at
a general meeting of the association where that member shall be given the
opportunity to fully present the member’s case.
(2)
The question of removal shall be determined by the vote of the members
present at such a general meeting.
(3)
There is no right of appeal against a member’s removal from office
under this section.
VACANCIES ON MANAGEMENT COMMITTEE
14.
(1)
The management committee shall have power at any time to appoint any
member of the association to fill any casual vacancy on the management committee
until the next annual general meeting.
(2)
The continuing members of the management committee may act notwithstanding
any casual vacancy in the management committee, but if and so long
as their number is reduced below the number fixed by or pursuant to these
rules a the necessary quorum of the management committee, the continuing member
or members may act for the purpose of increasing the number of members of
the management committee to that number or of summoning a general meeting
of the association, but for no other purpose.
FUNCTIONS OF THE MANAGEMENT COMMITTTEE
15.
(1)
Except as otherwise provided by these rules and subject to resolutions
of the members of the association carried at any general meeting the management
committee -
(a)
Shall have the general control and management of the administration
of the affairs, property and funds of the association; and
(b)
Shall have authority to interpret the meaning of these rules and any
matter relating to the association on which these rules are silent.
(2)
The management committee may exercise all the powers of the association
-
(a)
To borrow or raise or secure the payment of money in such manner as
the members of the association may think fit and secure the same or the payment
or performance of any debt, liability, contract, guarantee or other engagement
incurred or to be entered into by the association in any way and in particular
by the issue of debentures, perpetual or otherwise, charged upon all or any
of the association’s property, both present and future, and to purchase, redeem
or pay off any such securities.
(b)
To borrow amounts from members and to pay interest on the amounts borrowed
and to mortgage or charge its property or any part thereof and to issue debentures
and other securities, whether outright or as security for any debt, liability
or obligation of the association, and to provide and pay off any such securities;
and
(c)
To invest in such manner as the members of the association may from
time to time determine.
(3)
For sub-section (2)(b) the rate of interest must not be more than the
rate for the time being charged for overdrawn accounts for money lent (whatever
the term of the loan) by -
(a)
The financial institution for the association; or
(b)
If there is more than 1 financial institution for the association -
the financial institution nominated by the association.
MEETINGS OF MANAGEMENT COMMITTEE
16.
(1)
The management committee shall meet at least once every 4 calender
months to exercise its functions.
(2)
The management committee must decide how a meeting is to be called.
(3)
Notice of a meeting is to be given in the way decided by the management
committee.
(4)
A special meeting of the management committee shall be convened by
the secretary on the requisition in writing signed by the not less than one-third
of the members of the management committee, which requisition shall clearly
state the reasons why such special meeting is being convened and the nature
of the business to be transacted thereat.
(5)
At every meeting of the management committee a simple majority of a
number equal to the number of members elected and/or appointed to the management
committee as at the close of the last general meeting of the members, shall
constitute a quorum.
(6)
Subject as previously provided in this section, the management committee
may meet together and regulate its proceedings, as it thinks fit.
(7)
However, questions arising at any meeting of the management committee
shall be decided by a majority of votes and, in the case of equality of votes,
the question shall be deemed to be decided in the negative.
(8)
A member of the management committee shall not vote in respect of any
contract or proposed contract with the association in which the member’s vote
shall not be counted.
(9)
Not less than 14 days notice shall be given by the secretary to members
of the management committee of any special meeting of the management committee.
(10)
Such notices shall clearly state the nature of the business to be discussed
thereat.
(11)
The president shall preside as chairperson at every meeting of the
management committee there is no president, or if at any meeting the president
is not present within 10 minutes after appointed for holding the meeting,
the Vice-President shall be chairperson or if the Vice-President present at
the meeting then the members may choose 1 of their number to be chairperson
of the meeting.
(12)
If within half an hour from the time appointed for the commencement
of a management committee meeting a quorum is not present, the meeting, if
convened upon the requisition of members of the management committee, shall
lapse.
(13)
In any other case it shall stand adjourned to the same day in the next
week at the same time and place, or to such other day and at such other time
and place as the management committee may determine, and if at the adjourned
meeting a quorum is not present within half an hour from the time appointed
for the meeting, the meeting shall lapse.
DELEGATION OF POWERS OF MANAGEMENT COMMITTEE
17.
(1)
The management committee may delegate any of its powers to a subcommittee
consisting of such members of the association as the management committee
thinks fit.
(2)
Any subcommittee so formed shall in the exercise of the powers so delegated
conform to any regulations that may be imposed on it by the management committee.
(3)
A subcommittee may elect a chairperson of its meetings.
(4)
If no such chairperson is elected, or if at any meeting the chairperson
is not present within 10 minutes after the time appointed for holding the
meeting, the members present may choose 1 of their number to be chairperson
of the meetings.
(5)
A subcommittee may meet and adjourn, as it thinks proper.
(6)
Questions arising at any meeting shall be determined by a majority
of votes of the members present and, in case of an equality of votes, the
question shall be deemed to be decided in the negative.
ACTS
NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS
18.
All acts done by any meeting of the management committee or of a subcommittee
or by any person acting as a member of the management committee shall, notwithstanding
that it is afterwards discovered that there was some defect in the appointment
of any such member or the management committee or person acting as aforesaid,
or that the members of the management committee or any of them were disqualified,
be as valid as if every such person had been duly appointed and was qualified
to be a member of the management committee.
RESOLUTIONS OF MANAGEMENT COMMITTEE WITHOUT MEETING
19.
(1)
A resolution in writing signed by all the members of the management
committee for the time being entitled to receive notice of a meeting of the
management committee shall be as valid and effectual as if it had been passed
at a meeting of the management committee duly convened and held.
(2)
Any such resolution may consist of several documents in like form,
each signed by 1 or more members of the management committee.
FIRST
GENERAL MEETING
20.
(1)
The first general meeting must be held not less than 1 month, and not
more than 3 months, after the 1st day of April .
(2)
The management committee must decide where the meeting is to be held.
(3)
The business to be transacted at the first general meeting must include
the Appointment of an auditor.
FIRST
ANNUAL GENERAL MEETING
21.
The first annual general meeting must be held within 18 months after
the day the association is incorporated.
SUBSEQUENT ANNUAL GENERAL MEETINGS
22.
Each subsequent annual general meeting must be held-
(a)
At least once each year; and
(b)
Within 3 months of the associations previous financial year.
BUSINESS TO BE TRANSACTED AT ANNUAL GENERAL MEETING
23.
The following business must be transacted at every annual general meeting
-
(a)
The receiving of the statement of income and expenditure, assets and
liabilities and of mortgages, charges and securities affecting the property
of the association for the last financial year;
(b)
The receiving of the auditor’s report on the financial affairs of the
association for the last financial year
(c)
The presenting of the audited statement to the meeting for adoption;
(d)
The election of members of the management committee;
(e)
The appointment of an auditor.
SPECIAL GENERAL MEETING
24.
(1)
The secretary shall convene a special general meeting by sending out
notice of the meeting within 14 days.
(a)
Being directed to do so by the management committee; or
(b)
Being given a requisition in writing signed by not less than one-third
of the members presently on the management committee or not less than the
number of ordinary members of the association which equals double the number
of members presently on the management committee plus one;
(c)
Being given a notice in writing of an intention to appeal against the
decision of the management committee to reject an application for membership
or to terminate the membership of any person.
(2)
A requisition mentioned in subsection (1)(b) should clearly state the
reasons why such special general meeting is being convened and the nature
of the business to be transacted thereat.
QUORUM
AT GENERAL MEETING
25.
(1)
At any general meeting the number of members required at consistute
a quorum shall be equal to the number of members presently on the management
committee plus 1.
(2)
No business shall be transacted at any general meeting unless a quorum
of members is present at the time when the meeting proceeds to business.
(3)
For the purposes of this rule -
“Member”
includes a person attending as a proxy or representing a corporation, which
is a member.
(4)
If within half an hour from the time appointed for the commencement
of a general meeting a quorum is not present, the meeting, if convened upon
the requisition of members of the management committee or the association,
shall lapse.
(5)
In any case it shall stand adjourned to the same day in the next week
at the same time and place, or to such other day and at such other time and
place as the management committee may determine, and if at the adjourned meeting
a quorum is not present within half an hour from the time appointed for the
meeting, the members present shall be a quorum.
(6)
The chairperson may, with the consent of any 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.
(7)
When a meeting is adjourned for 30 days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting.
(8)
Save as aforesaid it shall not be necessary to give any notice of an
adjournment or of the business to be transacted at an adjourned meeting.
NOTICE
OF GENERAL MEETING
26.
(1)
The secretary shall convene all general meetings of the association
by giving not less than 14 days notice of any such meeting to the members
of the association.
(2)
The management committee shall determine the manner by which such notice
shall be given.
(3)
However, notice of any meeting convened for the purpose of hearing
and determining the appeal of a member against the rejection or termination
of his membership by the management committee shall be given in writing.
(4)
Notice of a general meeting shall clearly state the nature of the business
to b discussed thereat.
PROCEDURE AT GENERAL MEETING
27.
(1)
Unless otherwise provided by these rules, at every general meeting
-
(a)
The president shall preside as chairperson, or if there is no president,
or if the president is not present within 15 minutes after the time appointed
for the holding of the meeting or is unwilling to act, the Vice-President
shall be the chairperson or if the Vice-President is not present or unwilling
to act then the members present shall elect 1 of their number to be chairperson
for the meeting; and
(b)
The chairperson shall maintain order and conduct the meeting in a proper
and orderly manner; and
(c)
Every question, matter or resolution shall be decided by a majority
of votes of the members present; and
(d)
Every member present shall be entitled to 1 vote and in the case of
an equality of votes the chairperson shall have a second or casting vote;
and
(e)
However, no member shall be entitled to vote at any general meeting
if the member’s annual subscription is more than 1 month in arrears at the
date of the meeting; and
(f)
Voting shall be by show of hands or a division of members, unless not
less than one-fifth of the members present demand a ballot, in which event
there shall be a secret ballot; and
(g)
The chairperson shall appoint 2 members to conduct the secret ballot
in such manner as the chairperson shall determine and the result of the ballot
as declared by the chairperson shall be deemed to be the resolution of the
meeting at which the ballot was demanded; and
(h)
A member may vote in person or by proxy or by attorney and on a show
of hands every person present who is a member or a representative of a member
shall have 1 vote and in a secret ballot every member present in person or
by proxy or by attorney or other duly authorised representative shall have
1 vote; and
(i)
The instrument appointing a proxy shall be in writing, in the common
or usual form under the and of the appointor or of the appointor’s attorney
duly authorised in writing or, if the appointor is a corporation, either under
seal or under the hand of an officer or attorney duly authorised; and
(j)
A proxy may but need not be a member of the association; and
(k)
The instrument appointing a proxy shall be deemed to confer authority
to demand or join in demanding a secret ballot; and
(l)
Where it is desired to afford members an opportunity of voting for
or against a resolution the instrument appointing a proxy shall be in the
following form or a form as near thereto as circumstances permit -
(m)
Temporary or honorary members and members who are minors are not entitled
to vote at any meeting of the club.
ASSOCIATION: Surfers Paradise –Benowa Cricket Club
I,
of
, being a member of the abovementioned
association, hereby appoint
of
, or failing the member,
of
,
as my proxy to vote for
me on my behalf at the (annual) general meeting of the association,
to be held on the
day of
, 19 , and at any adjournment thereof.
Signed this
day of
, 20 .
Signature
This form is to be used *in favour of the
*Against
Resolution.
*Strike out whichever is not desired. (unless otherwise instructed,
the proxy may
vote as the proxy thinks fit.);
(m)
The instrument appointing a proxy shall be deposited with the secretary
prior to the commencement of any meeting or adjourned meeting at which the
person named in the instrument proposes to vote; and
(n)
The secretary shall cause full and accurate minutes of all questions,
matters, resolutions and other proceedings of every management committee meeting
and general meeting to be entered in a book to be open or inspection at all
reasonable times by any financial member who previously applies to the secretary
for that inspection.
(2)
For the purposes of ensuring the accuracy of the recording of such
minutes, the chairperson of that meeting or the chairperson of the next meeting
verifying their accuracy shall sign the minutes of every management committee
meeting.
(3)
Similarly, the chairperson of that meeting or the chairperson of the
next succeeding general meeting or annual general meeting shall sign the minutes
of every general meeting.
(4)
However, the chairperson of that meeting or the chairperson of the
next succeeding general meeting or annual general meeting shall sign the minutes
of any annual general meeting.
BY-LAWS
28.
The management committee may from time to time make, amend or repeal
by-laws, not inconsistent with these rules, for the internal management of
the association and a general meeting of members may set any by-law aside.
ALTERATION OF RULES
29.
(1)
Subject to the provisions of the Associations incorporation Act 1981,
these rules may be amended, rescinded or added to from time to time by a special
resolution carried at any General Meeting.
(2)
However an amendment, rescission or addition is valid only if the chief
executive registers it.
COMMON
SEAL
30.
(1)
The management committee shall provide for a common seal and for its
safe custody.
(2)
The common seal shall only be used by the authority of the management
committee and every instrument to which the seal is affixed shall be countersigned
by the secretary or by a second member of the management committee or by some
other person appointed by the management committee for the purpose.
FUNDS
AND ACCOUNTS
31.
(1)
The funds of the association must be kept in the name of the association
in a financial institution decided by the management committee.
(2)
Proper books and accounts shall be kept and maintained either in written
or printed form in the English language showing correctly the financial affairs
of the association and the particulars usually shown in books of a like nature.
(3)
All moneys shall be deposited as soon as practicable after receipt
thereof.
(4)
All amounts of $100.00 or over shall be paid by Cheque signed by any
2 of the president, secretary, treasurer or other member authorised from time
to time by the management committee.
(5)
Cheques shall be crossed “not negotiable” except those in payment of
wages, allowances or petty cash recoupment’s which may be open.
(6)
The management committee shall determine the amount of petty cash which
shall be kept on the imprest system.
(7)
All expenditure shall be approved or ratified at a management committee
meeting.
(8)
As soon as practicable after the end of each financial year the treasurer
shall cause to be prepared a statement containing the particulars of -
(a)
The income and expenditure for the financial year just ended; and
(b)
The assets and liabilities and of all mortgages, charges and securities
affecting the property of the association at the close of that year.
(9)
If the association is incorporated within 3 months of the end of the
association’s financial year, subsection (8) does not apply for the financial
year the association is incorporated.
(10)
The auditor must examine the statement prepared under subsection (8)
and present a report on it to the secretary before the next annual general
meeting following the financial year for which the audit was made.
(11)
The income and property of the association must be used solely in promoting
the association’s objects and exercising the association’s powers.
DOCUMENTS
32.
The management committee shall provide for the safe custody of books,
documents, instruments of title and securities of the association.
FINANCIAL YEAR
33.
The financial year of the association shall close on 30 May in each
year.
DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER PARTY
34.
(1)
This section applies if the association is wound-up under part 10 of
the Act and there are surplus assets.
(2)
The surplus assets must not be distributed among the members but must
be given to another entity -
(a)
That has objects similar to the associations objects; and
(b)
The rules of which prohibit the distribution of the entity’s income
and assets to its members.
(3)
In this section -
“Surplus assets” has the meaning given by section 92(3) of the Act.