VACANCIES On the Board PAGEREF _Toc384898223 \h 18 18. SPECIAL GENERAL MEETINGS PAGEREF _Toc384898228 \h 23 23. Board to Formulate Regulations The Board may formulate, issue, adopt, interpret and amend Regulations for the proper advancement, management and administration of the Club, the advancement of the Objects and the Sport in the Local Area. To enable ease of use, this model contains extensive footnotes and explanations on clauses and highlights sections that can be varied to suit your local situation. INDEMNITY PAGEREF _Toc384898244 \h 31 ASSOCIATIONS INCORPORATION ACT 2009 (NSW) CONSTITUTION [INSERT CLUB NAME] INCORPORATED This is a template Constitution for a New South Wales Sporting Club. NSW Fair Trading has prepared a Model constitution, which covers the matters required by Schedule 1 of the Associations Incorporation Act 2009 (the Act). The ASC�s Sports Governance Principles recommend that �votes taken at Board or General Meetings should be passed by a majority of Directors/Members and not be subject to a casting vote. If the dispute is not resolved the Board may take whatever steps it considers appropriate in regard to the dispute in the best interests of the Club and the Members concerned. Incapacitated�means unable to fulfil duties as required by this Constitution or the Act, including being able to: understand the information relevant to the decisions that will have to be made in the role of Director; retain that information to the extent necessary to make those decisions; use or weigh that information as part of the decision making process; or communicate the decisions in some way. 5I[®Þµ‘¯øqMV¦ˆC[ùNMí êz±Räu°ÃÊ6Š ãNéú& 1 ;öéZµï¢^v†¡PÝ¥+¦ It is recommended that the Club considers the introduction of a staggered rotation system for Board Members, with half of the Directors� positions becoming vacant each year as suggested in this clause. PROCEEDINGS AT GENERAL MEETINGS Quorum No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. Club constitution and rules templates Within our range of club constitution and rules templates there should be one that can easily be adapted to suit your club or association, whether you are a sports club with property and a members' bar, or an environmental campaign group that uses whatever resources are available when needed. It is optional and does not need to be provided for under the Act. It does not, however, apply to any appeal by a Member against a decision made in accordance with the disciplinary proceedings described in clause 10. Any Club documents, records or other property in the possession, custody or control of that Member shall be returned to the Club immediately. The name of the Club is [INSERT NAME] Incorporated (Club). GRIEVANCE PROCEDURE � PAGEREF _Toc384898234 \h 26 29. An association may: adopt the Model constitution, or; adopt its own constitution. Constitution of the Club This Constitution will clearly reflect the objects of the RSO and SSO and will generally conform to the Constitutions of those bodies, subject always to the Act. Recording of Determinations Unless a poll is demanded under clause REF _Ref159726307 \r \h \* MERGEFORMAT 26.4, the chair�s declaration shall be conclusive evidence of the result of a resolution decided by a show of hands. Although it is unlikely that your Club will be required to abide by the Privacy Act (2000) (Cth), it is good practice to inform your Members of the process of collection and security of personal data. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting will lapse. Article I - NAME The name of this golf club shall be _____ Golf Club. This clause sets out how such delegations should be made and how they operate; clause 19.1 refers to an �instrument in writing� that outlines delegations. The member categories and their respective rights and responsibilities may vary depending on your Club structure. In addition to the register of delegations, the resolution to approve the delegations should be clearly recorded in the Board minutes. The principle is based on the premise that if a majority cannot agree on an issue then the issued should be forfeited�. Membership is open to anyone who: 1. is aged between 16 and 30 years old; and 2. lives in Brighton and Hove or the surrounding area; and 3. supports the aims of Wild about Brighton Youth Group Membership will begin as soon as the membership form and first annual payment has been received. The Board is empowered to prevent any Member whose annual subscription or any other fees are in arrears from exercising the whole or any of the rights or privileges of membership of the Club, including but not limited to the right to vote at General Meetings. Membership may be Reinstated Membership which has been discontinued under this clause REF _Ref167520629 \r \h \* MERGEFORMAT 9 may be reinstated at the discretion of the Board, with such conditions as it deems appropriate. If your club requires more time to complete each step, the timeframes set out in this Constitution should be increased. Following the development of your Constitution, you will also develop a set of Regulations that provide more detail on sections of the Constitution. Regulations Binding All Regulations are binding on the Club and all Members. The Club shall take reasonable steps to distribute such changes to Members. There are other factors that may be required to be met. Your club may be small, rent grounds and use the local pub for after match socialising, or it may be large, with its own grounds, clubhouse, cafe and bar. If the Board can not agree it will be determined by lot. A quorum must remain present throughout the meeting. NAME OF CLUB Within the Act, the term �association� is utilised to refer to the organisation that is incorporated. DEFINITIONS AND INTERPRETATION PAGEREF _Toc384898208 \h 6 3. It is optional and does not need to be provided for under the Act. The notice will specify that Directors are not required to be present in person; if a failure in communications prevents clause 18.3 REF _Ref159726379 \r \h \* MERGEFORMAT (b) REF _Ref159726360 \r \h \* MERGEFORMAT (i) from being satisfied by the number of Directors which constitutes a quorum, and none of such Directors are present at the place where the meeting is deemed by virtue of the further provisions of this clause to be held, then the meeting shall be suspended until clause 18.3 REF _Ref159726379 \r \h \* MERGEFORMAT (b) REF _Ref159726360 \r \h \* MERGEFORMAT (i) is satisfied again. Interpretation In this Constitution: a reference to a function includes a reference to a power, authority and duty; a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority of the performance of the duty; words importing the singular include the plural and vice versa; words importing any gender include the other genders; references to persons include corporations and bodies politic; references to a person include the legal personal representatives, successors and permitted assigns of that person; a reference to a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them (whether of the same or any legislative authority having jurisdiction); and a reference to "writing" shall unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form, including messages sent by electronic transmission. Local area means the geographical area for which the Club is responsible as recognised by the RSO and/or SSO for the Sport of which the Club is a Member. In a club run by volunteers, sufficient time needs to be allowed for each step to be completed. There is no right of appeal where the Board refuses to re-admit a former Member under this clause. Article I – Name 1.1 The name of this organization is the Cobras Sports Club, Incorporated, which is also referred to as “CSC”. the club will be deemed to accept these regulations and codes of practice. Use it for any group interest. Further, as the Public Officer has numerous responsibilities, it is important that they are a Director and therefore owe a duty to act in the best interests of the Club. Within this template there will be references to sections that would be detailed in the Regulations developed to accompany your Constitution. A person must accept or reject the Club�s resolution to confer life membership in writing. For example, if there are six Directors the quorum should be four. This is optional. Adopt the model constitution ; Draft its own rules; Adopt the model constitution with changes. The club constitution is a written document that states the rules and structures that govern the club. Forfeiture of Rights A Member who ceases to be a Member, for whatever reason, shall forfeit all rights in and claims upon the Club and its property and shall not use any property of the Club including Intellectual Property. The Register shall be amended accordingly as soon as practicable. Resolutions Not in Meeting This clause provides for electronic meetings of the Board. QUORUM Section 1. Clause 6.2 applies to re-applications for membership. Procedure That Member will be subject to and submits unreservedly to the jurisdiction, procedures, penalties and the appeal mechanisms of the Club set out in the Regulations or as otherwise determined by the Board. The close of nominations for Board members is 35 days (see clause 15.2(e)) as is the call for notices of motion (see this clause 25). DISCIPLINE � PAGEREF _Toc384898216 \h 14 11. A small Club may only need to meet bi-monthly to properly conduct its business. It may vary where Members have different rights or, for example, where a Member is not financial. Board May Act If a casual vacancy or vacancies arises in the office of a Director or Directors, the remaining Directors may act. WINDING UP Subject to this Constitution the Club may be wound up or cancelled in accordance with the Act. The Club, the Board or other Board authorised entity may confirm an earlier decision which may have been otherwise invalid because of a failure to give proper notice or other irregularity in procedure and the decision shall be deemed to be valid from the time it was originally made. 11. Use of Register Subject to the Act, confidentiality considerations and privacy laws, the Register may be used by the Club solely to further the Objects, as the Board considers appropriate. POWERS OF THE Club PAGEREF _Toc384898210 \h 9 5. undertake and or do all such things or activities which are necessary, incidental or conducive to the advancement of these Objects. APPOINTed DIRECTORS Appointed Directors need not be appointed. This model Constitution assumes that the Club being formed will either be directly affiliated with the state peak body for that particular sport, or that the Club will participate within a regional sport association, which in turn is affiliated with the state body. The Public Officer is the conduit for information flow between the Club and the regulator, therefore it is important that the Public Officer is a Director and informed about the Club�s activities. Members Entitled to Vote Each Individual Member shall be entitled to one (1) vote at General Meetings. the sports club setting, which is the focus of the Health Promoting Sports Club (HPSC) initiative15. Instead, the assets or property shall be given or transferred to another organisation(s) that has objects similar to those of the Club. Postal or Electronic Voting No motion shall be determined by a postal or electronic ballot unless determined by the Board. Four (4) elected Directors shall retire in each even year and three (3) elected Directors shall retire in each odd year until, after two (2) years, the seven (7) original elected Directors have retired, after which those elected Directors (or their replacements) who first retired, shall retire and so on. INDEMNITY Every Director and employee of the Club will be indemnified out of the property and assets of the Club against any liability incurred by them in their capacity as Director or employee in defending any proceedings, civil or criminal, in which judgement is given in their favour or in which they are acquitted or connected with any application in relation to any such proceedings in which relief is granted by the Court. Any reference to �association� will refer to a regional or district association or the state body and will be duly titled. It takes into account issues which a general community organisation might not need to include; for example, Sport must deal with the impact of drugs; Sport is affected by child protection legislation; and Sport operates under a national system where the national body can make rulings and set policy that will flow through the Sport and affect those playing at Club level. OBJECTS OF THE CLUB PAGEREF _Toc384898209 \h 9 4. The Club is established solely for the Objects. Should the Members seek to interfere or assume responsibility for the setting of fees and/or budgets, they risk potential liability. The declaration does not need to record the number of votes in favour of or against the resolution; the result of the resolution must be recorded in the Club�s book of proceedings. While that still applies, in a sport setting we are more used to calling them Clubs. MEMBERSHIP APPLICATION � PAGEREF _Toc384898212 \h 11 7. This Constitution shall not be altered except by Special Resolution. Where the Board accepts an application, the applicant shall become a Member. For example, a Club may require marketing or lobbying skills. Delegated Function Exercised in Accordance with Terms A function, the exercise of which has been delegated under this clause, may, while the delegation remains unrevoked, be exercised from time to time in accordance with the terms of the delegation. A Director of the Club should perform the role of Public Officer. Wording for this section of the template can be obtained by contacting the NSW Office of Sport. Voting Procedure At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by: the chair; or a simple majority of the Members. NOTICES OF MOTION PAGEREF _Toc384898231 \h 24 26. Deemed Membership All persons who are, prior to the approval of this Constitution under the Act, Members of the Club shall be deemed Members from the time of approval of this Constitution under the Act. Should you choose to allow proxy voting we recommend that you adopt the following clause as 27.3. LIQUOR AND GAMING LICENSES Who Can Hold A Licence Two types of liquor licences are available to sporting organisations in New South Wales. Whilst there is no obligation for Tier 2 associations to undertake an audit, it is good corporate governance and sound risk and financial management and thus it has been included in this template. VACANCIES On the Board Casual Vacancies Any casual vacancy occurring in the position of Director may be filled by the remaining Directors from among appropriately qualified persons. This is a very basic version of a Constitution and as the Club grows new issues will arise which need to be formalised. A properly qualified auditor or auditors shall be appointed by the Club in General Meeting. Club constitution. The Act Except where the contrary intention appears, in this Constitution, an expression that deals with a matter under the Act has the same meaning as that provision of the Act. �Board� is a term commonly used in documents on governance and is used throughout this document. A special General Meeting convened by Members under this Constitution shall be convened in the same manner, or as close as possible, as those convened by the Board. Typically, the constitution will set out: This has the added benefit of making those parents/guardians subject to the Club�s code of behaviour and therefore able to be disciplined for breaching those codes, e.g. This template has seven elected Directors and up to two �external� appointed Directors who may be appointed by the elected Directors. REGISTER OF MEMBERS � PAGEREF _Toc384898213 \h 11 8. It should be held on a date and at a venue determined by the Board. This document does not replace obtaining legal advice on your specific requirements. Region and SSO The Club may not resign, disaffiliate or otherwise seek to withdraw from its RSO and/or SSO without approval by Special Resolution. This allows people 12 days to nominate. SUBSCRIPTIONS AND FEES � PAGEREF _Toc384898217 \h 14 12. 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