1. OBJECTS
2. LIABILITY OF MEMBERS
3. POWERS
4. DEFINITIONS
5. INTERPRETATION OF RULES
6. MEMBERS
7. CATEGORIES OF MEMBERS
8. MEMBERS’ PRIVILEGES AND ENTITLEMENTS:
9. APPLICATION FOR NEW MEMBERSHIP
10. CESSATION OF MEMBERSHIP
11. REJOINING
12. DISCIPLINE, SUSPENSION AND EXPULSION OF MEMBERS
13. SUSPENSION OF RIGHT OF ENTRY
14. FEES & SUBSCRIPTIONS
15. LEVIES
16. MANAGEMENT
17. TERM OF BOARD MEMBERS
18. NOMINATIONS FOR ELECTION OF BOARD MEMBERS
19. ELECTION OF BOARD MEMBERS
20. REPRESENTATION ON THE BOARD
21. ELECTION OF OFFICE BEARERS
22. CASUAL VACANCIES
23. CONFLICT OF INTEREST
24. REMOVAL OF BOARD MEMBER
25. PROCEEDINGS OF THE BOARD
26. SUB-COMMITTEES
27. VALIDATING ACTS OF THE BOARD
28. INDEMNITY
29. SECRETARY/EXECUTIVE OFFICER
30. AUDITOR
31. ANNUAL GENERAL MEETINGS
32. SPECIAL GENERAL MEETINGS
33. NOTICE OF MEETINGS
34. PROCEEDINGS AT MEETINGS
35. PROXY VOTING
36. REGISTER OF MEMBERS
37. VISITORS TO THE CLUB
38. VISITORS’ REGISTER
39. COMMISSIONS, ALLOWANCES AND REMUNERATION & DISTRIBUTION OF PROFITS
40. ALTERATION OF RULES AND STATEMENT OF PURPOSES
41. NOTICES
42. WINDING UP OR CANCELLATION
43. CUSTODY OF RECORDS
44. COMMON SEAL EXECUTION OF DOCUMENTS
45. TRANSITIONAL PROVISIONS

NAME
The name of the Club is Horsham Sports & Community Club Limited (”the Club”).

1.OBJECTS

1.1. The Objects for which the Club is established are:
1.1.1. purposes beneficial to the community and community service including the development, promotion, advancement, assistance and encouragement of sport, health and community based bodies in the Wimmera District or such other places as may be determined from time to time;
1.1.2. to undertake and/or to do all things or activities as are necessary, incidental or conducive to the advancement of these objects including providing services and facilities to Members and engaging in income-generating activities;
2.LIABILITY OF MEMBERS
Members will not be required to contribute any funds to the Club’s property in excess of the amount payableby Members pursuant to Rule 42.4
3.POWERS
The Club may, in any manner permitted by the Act, exercise any power, take any action or engage in anyconduct or procedure which, under the Act, a company limited by guarantee may exercise, take or engage in,subject to these Rules.
4.DEFINITIONS
In these rules:
•“Act” means the Corporations Act 2001 (Cth);
•“Board” means the board of management of the Club as set out in rule 16.1, comprisingthe officer bearers and ordinary directors and will be the board for the purposes of theAct;
•“Board member” means a member of the board including office bearers and ordinarydirectors all of whom will be the Directors for the purposes of the Act;
•“Financial member” means a member who has no outstanding subscriptions, fees orlevies owing to the Club;
•“Financial year” means the year commencing 1 July to 30 June.
•”General meeting” means both a special general meeting of members convened inaccordance with rule 32 and the annual general meeting of the Club;
•“Liquor Accord” means Horsham Community Liquor Licensing Accord and any successoror replacement thereto
•“Member” means a member of the Club;
•“Ordinary director” means a member of the board who is not an office bearer and who isa director for the purposes of the Act;
•“Office bearers” means those members of the board who hold the positions set out insub-rule 16.2 and who are directors for the purposes of the Act;
•“Voting members” means club members and honorary life members who do not have anyoutstanding subscriptions, fees or levies owing to the Club.
5.INTERPRETATION OF RULES
5.1. In these rules, words of the singular will where the context so admits imply the plural and vice versa.
5.2. In these rules, words implying the masculine gender include the feminine gender and vice versa.
5.3. In these rules, a reference to a statute or a statutory provision will be deemed to include any statute or statutory provision that amends, extends, consolidates or replaces the same or that has been amended, extended, consolidated or replaced by the same and any orders, regulations, instruments or other subordinate legislation made thereunder.
5.4. The headings in these rules will not be taken as part thereof nor in any manner affect the interpretation or construction of these rules.
5.5. If any dispute occurs as to the interpretation of any of the rules or statement of purposes of the Club such dispute will be referred to the board whose decision will be binding on all members unless and until such decision is reversed or altered by a special resolution of the members or a court of law.
6.MEMBERS
6.1. The members of the Club will be:
6.1.1. every person who at the adoption of these rules is a member of the Club; and
6.1.2. every person who on or after the adoption of these rules becomes a member of the Club.
6.2. No person will become an honorary member of the Club or be exempted from the obligation to pay the regular subscription for membership of the Club except those possessing the qualifications defined in these rules and the admission or exemption is in accordance with these rules.
6.3. Where, as a consequence of adoption of these rules, there is no category of membership which corresponds exactly to a particular member’s category of membership immediately prior to the adoption of these rules, the board will allocate such member to a category of membership under these rules which corresponds most closely to the category of membership enjoyed by such member immediately prior to the adoption of these rules.
7.CATEGORIES OF MEMBERS
7.1. CLUB MEMBERS
Any person over the age of 18 years may apply for club membership
7.2. HONORARY LIFE MEMBERS
7.2.1. The board may resolve to recommend any member who has been a club member for at least 5 years and has rendered outstanding service to the Club for honorary life membership.
7.2.2. The recommendation of the board will be put to the members at a general meeting following the date that the board made the resolution, and if a majority of 75% of members present and voting at the general meeting approves the recommendation the member will be elected as an honorary life member.
7.3. CORPORATE MEMBERS
7.3.1. Any organisation which carries on business may apply for corporate membership.
7.3.2. The application for corporate membership will be in accordance with rule 9 and will include the names and addresses of the corporate member’s nominees.
7.3.3. The corporate member’s nominee/s will be officers or employees of the corporate member and be over the age of 18 years.
7.3.4. The corporate member’s nominee/s must be approved by the board and will exercise the rights and privileges of the corporate member.
7.4. HONORARY MEMBERS
7.4.1. Any person who meets one or more of the following criteria will be an honorary member for the day/s on which he/she meets that criteria:
7.4.1.1. any person who is attending at the Club’s premises for an official function;
7.4.1.2. any person who is a member of any other club which the board may from time to time determines as providing reciprocal rights and benefits, and is of a category of membership at that other club as approved by the board as eligible for honorary membership;
7.4.1.3. any person whom the board determines to be deserving of being granted honorary membership due to the person’s distinguished service to the community or special services to the Club
7.4.2. All honorary members must provide the Club with their names and addresses in a form as required by the board from time to time.
7.4.3. Honorary members will not be required to pay annual subscriptions.
7.4.4. The secretary will keep appropriate records of the names and addresses of all honorary members. Such records will specify the occasion or period in respect of which honorary membership is granted.
7.4.5. The board will have the power to cancel the membership of any honorary member without notice and without assigning any cause therefore.
7.5. NEW CATEGORIES:
The board, at its discretion, may introduce a new category, or categories, of membership, in addition to the membership categories set out above, and the board may ascribe to those categories of membership such privileges as the board determines, provided always that the
board will not ascribe any voting rights to any new category of membership introduced in accordance with this rule, and no new category of member will be entitled to take part in a vote at any meeting of the Club; or be eligible for election to the board; or to propose or second any other member for election to the board.
8.MEMBERS’ PRIVILEGES AND ENTITLEMENTS:
8.1. Club members and honorary life members will be entitled to all the rights and privileges of membership.
8.2. Honorary life members will be exempt from the payment of annual subscriptions.
8.3. Corporate members, and honorary members will be entitled to the use of the facilities at the Club’s premises and to introduce visitors to the facilities at the Club in accordance with rule 37 and relevant laws and by-laws adopted from time to time by the board.
8.4. VOTING RIGHTS OF MEMBERS
8.4.1. For the avoidance of doubt, it is expressly stated that only financial members in the following categories of membership will have the right to vote at general meetings and to participate fully in any election as proposers, seconders and candidates:
8.4.1.1. Club members; and
8.4.1.2. Honorary Life members
8.4.2. For the avoidance of doubt, it is expressly stated that the following categories of members will not have any rights to vote at general meetings nor to participate in any way in any election:
8.4.2.1. Corporate members;
8.4.2.2. Honorary members
8.4.2.3. Members of a category created under rule 7.5.
9.APPLICATION FOR NEW MEMBERSHIP
9.1. Unless the board prescribes otherwise from time to time, the procedure set out in this rule 9 will apply for applications for membership of the following categories of members :
9.1.1. Club members;
9.1.2. Corporate members (see also rule 7.3. for application for corporate membership);
For other categories of membership refer to the procedures set out in rule 7 for the particular membership category.
9.2. Every application for membership will be made in writing on a form approved by the board from time to time and will contain the following details:
9.2.1. full name and signature of the applicant;
9.2.2. the category of membership for which the applicant is applying;
9.2.3. in the case of an application for club membership:
9.2.3.1. the applicant will nominate any sporting club/s and/or a community based group/s to which the applicant is aligned (if any);
9.2.3.2. the applicant will nominate which code/s of sport and/or which community based organisation/s the candidate represents (if any); and
9.2.4. Any other information that the board may reasonably require.
9.3. One member may represent more than one sporting club or code of sport or community based group or community organisation or any combination of the above.
9.4. The application for membership will be delivered to the secretary and once the appropriate fee, if any, is paid by the applicant to the Club, the applicant becomes a member subject to approval by the board.
9.5. All applications for membership will be referred to the board, and the board will consider each application at a board meeting and in its discretion decide whether or not to approve each applicant as a member.
9.6. If requested to do so by the board, the secretary will write to any applicant for membership requesting the applicant to attend the Club’s premises to be interviewed by the board.
9.7. The board will determine by resolution whether or not to approve the applicant as a new member.
9.8. If the board does not approve an applicant as a new member the secretary will as soon as practicable notify the applicant of the resolution and refund any fees paid, and will not be required to provide reasons for the resolution.
10.CESSATION OF MEMBERSHIP
10.1. Any member may resign membership of the Club by notifying the secretary in writing prior to 1 January in the year that the member wishes to resign. If the written notice of resignation is not received prior to 1 January in the relevant year, the resigning member may be liable to pay the annual subscription for the next ensuing financial year as determined by the board.
10.2. If a notice of resignation is stated to be effective prior to 31 December in any year, the resigning member will not be entitled to any refund of fees or subscriptions paid.
10.3. A member ceases to be a member if he/she is expelled as a result of disciplinary action in accordance with rule 12 or ceases to be a member in accordance with rule 14.3.
10.4. If a member ceases to be a member for any reason (including as a result of disciplinary action in accordance with rule 12, the member will remain liable to pay any subscription or fee due at the time that membership ceases and will not be entitled to any refund of any subscription or fee paid in advance, unless otherwise determined by the board.
11.REJOINING
A member who has ceased to be a member in accordance with rule 10 and subsequently re-joins as a member, he/she will not be required to pay any entrance fee unless the entrance fee payable at the time of re-joining is greater than the entrance fee paid by the member when he/she originally joined, in which case the re-joining member will be required to pay the difference between the two amounts, and such difference will be a “fee” for the purposes of these rules.
12.DISCIPLINE, SUSPENSION AND EXPULSION OF MEMBERS
12.1. If the board or a board member receives information, in writing, orally or otherwise (the “information”), alleging that a member:
12.1.1. has refused or neglected to comply with these rules or the by-laws of the club; or
12.1.2. has been guilty of conduct unbecoming of a member or prejudicial to the interests of the Club; then
the board may consider the information at a duly convened board meeting.
12.2. If, after considering the information, the board determines that the information requires further investigation, the board will convene a board meeting for the purpose of investigating the information (the board may conduct other business at this meeting).
12.3. If the board convenes a meeting in accordance with rule 12.2 the board will:
12.3.1. ensure that the board meeting is held no sooner than seven days after the member receives the notice referred to in rule 12.3.2; and
12.3.2. give the member notice that the board will consider the information at a board meeting and that the member may be sanctioned by the board.
12.4. The notice referred to in rule 12.3.2 will:
12.4.1. contain a copy or a précis of the information;
12.4.2. state the date, place and time of the board meeting;
12.4.3. advise the member that he/she may:
12.4.3.1. attend the board meeting with or without representative and address the board on the information and the imposition of a sanction; and/or
12.4.3.2. give to the board before the date of that meeting a written statement addressing the information and the imposition of a sanction; and
12.4.4. contain a copy of the discipline procedure set out in this rule 12.
12.5. At the board meeting, the board will:
12.5.1. give to the member an opportunity to be heard on the substance of the information and the sanction to be imposed on the member;
12.5.2. give due consideration to any written statement submitted by the member; and
12.5.3. by resolution determine whether the member should be sanctioned and if so decide to impose one or more of the following sanctions:
12.5.3.1. expel the member from the Club;
12.5.3.2. suspend the member from membership of the Club for a specified period; or
12.5.3.3. impose any appropriate requirement or restriction on the member.
12.6. If the board resolves to impose a sanction on the member, the board will as soon as possible after the meeting give notice to the member stating:
12.6.1. the resolution of the board;
12.6.2. that the member may, not later than 48 hours after receipt of the notice, give the secretary a notice to the effect that he/she wishes to appeal to the Club in a general meeting against the resolution; and
12.6.3. that if he/she chooses to appeal the resolution he/she may:
12.6.3.1. attend that general meeting of the Club; or
12.6.3.2. give to the board before the date of that meeting a written statement seeking revocation or amendment of the resolution.
12.7. Where the secretary receives notice under rule 12.6.2
12.7.1. the sanction will take effect until such time as the general meeting held in accordance with clause 12.7.2; and
12.7.2. the board will convene a general meeting to be held within 35 days after the date on which the secretary received the notice.
12.8. At a general meeting convened under rule 12.7.2:
12.8.1. no business other than the question of the appeal will be transacted;
12.8.2. the board may place before the meeting details of the grounds for the resolution imposing the sanction and the reasons for the passing of the resolution;
12.8.3. the member will be given an opportunity to be heard, or in the absence of the member the board will read to the general meeting any written statement submitted prior to the meeting by the member; and
12.8.4. the members present will vote on the question whether the resolution imposing the sanction should be confirmed or revoked.
12.9. If at the general meeting:
12.9.1. a majority of the members present vote in favour of the confirmation of the resolution, the resolution is confirmed; and
12.9.2. in any other case, the resolution is revoked.
12.10. In the event that the members vote at the general meeting to revoke the resolution of the board, the members may resolve that, based only on the information before them at the meeting, the member has refused or neglected to comply with these rules or has been guilty of conduct unbecoming of a member or prejudicial to the interests of the Club and substitute an appropriate sanction in place of the sanction determined by the board.
12.11. The provisions set out in this rule 12 do not in any way affect the operation of rule 13.
12.12. Throughout the disciplinary procedure in this rule 12 the board will observe the principles of natural justice and afford procedural fairness to the member.
13.SUSPENSION OF RIGHT OF ENTRY
13.1. If, in the reasonable opinion of the secretary (or his/her delegate), a member’s presence on the Club’s premises will result in the Club contravening the Liquor Control Reform Act 1998 or a Liquor Accord to which the Club is a signatory, the secretary (or his/her delegate) will be empowered to withdraw the member’s right of entry to the Club’s premises for such reasonable period as the secretary (or his/her delegate) considers appropriate.
13.2. The secretary (or his/her delegate) will inform the board of the withdrawal of a member’s right of entry in accordance with rule 13.1 and the withdrawal will be “information” for the board to consider in accordance with rule 12, provided always that the member’s right of entry will remain withdrawn until the final determination of the matter in accordance with rule 12 or expiry of the period of withdrawal – whichever is the earlier.
14.FEES & SUBSCRIPTIONS
14.1. Subject to these rules, the entrance fees and annual subscription for each category of membership will be determined by the board from time to time, and the board may determine that there will be no entrance fee or annual subscription for any particular category of membership or member; or that particular a category of membership or member will be entitled to a discounted entrance fee or annual subscription. For example, the board may determine that there will be a discounted (or no) entrance fee or annual subscription for a member who is the domestic partner of a member.
This example does not exhaust the board’s discretion in this regard.
14.2. All annual subscriptions will be due and payable in advance on 1 January in each year and the board may determine that all members or particular members may pay subscriptions and/or fees by instalments.
14.3. Subject to rule 14.4 if a fee and/or subscription remains unpaid for 2 months the membership of the defaulting member will cease and the member will cease to be entitled to any of the privileges of membership.
14.4. The board may, at its discretion, grant extensions of time for payment of fees and/or subscriptions for all members or particular members, and may reinstate a member who has ceased to be a member by virtue of rule 14.3 upon payment of outstanding fees and/or subscriptions without the requirement for the ceased member to reapply for membership.
15.LEVIES
15.1. The board will have power to levy members or categories of members for an amount determined by the board.
15.2. The board will determine the terms for payment of each levy.
15.3. A levy will be a “fee” for the purposes of these rules and non-payment of a levy by any member will be subject to the provisions of rule 14.
16.MANAGEMENT
16.1. The affairs of the Club will be managed by a board of management consisting of the office bearers and six ordinary directors all elected in accordance with these rules.
16.2. The office bearers of the Club will be:
16.2.1. president;
16.2.2. vice president; and
16.2.3. honorary treasurer.
16.3. No board member will be entitled to appoint an alternative board member to exercise some or all of the board member’s powers.
16.4. The board may, subject to these rules and the relevant legislation, exercise all such powers and functions as may be exercised by the Club other than those powers and functions that are required to be exercised by general meetings of the members of the Club and in particular:
16.4.1. the board will be entitled from time to time to make by-laws for the management of the Club and the conduct of the members and guests, such by-laws are to be communicated to the members in a manner determined by the board; and
16.4.2. the board has the power to perform all such acts and things as appear to the board to be required for the proper management of the business and affairs of the Club.
17.TERM OF BOARD MEMBERS
17.1. Board members will be elected for a term of three years and the term will expire at the conclusion of the annual general meeting in the year that the board member’s term expires.
17.2. Retiring board members will be eligible for re-election.
18.NOMINATIONS FOR ELECTION OF BOARD MEMBERS
18.1. Only those members who have no outstanding fees or subscriptions at the time of nomination and who are club members or honorary life members are eligible to stand for election to the board.
18.2. Only club members and honorary life members who:
18.2.1. Are financial members at the time of nomination; and
18.2.2. are not subject to a sanction under clause 12 that prevents the member from doing so (for example suspension of membership)
are entitled to propose or second any other member for election as a board member.)
18.3. Nominations of candidates for election to the board:
18.3.1. will be made in writing on a form approved by the board from time to time;
18.3.2. will contain the name and signature of a proposer and a seconder, both of whom will be members entitled to nominate members for election (not being the candidate);
18.3.3. will be accompanied by the written consent of the candidate (which may be endorsed on the form of nomination);
18.3.4. for such time as the Club holds a gaming licence or a liquor licence, be accompanied by any form/s (duly completed) which may be required by law to be lodged in respect of a person associated with a club that holds a gaming licence or a liquor licence; and
18.3.5. will be delivered to the secretary, together with the form/s referred to in this rule, not less than twenty-eight days before the date fixed for the holding of the annual general meeting.
18.4. If the secretary finds that any nomination contains an anomaly or is not accompanied by the form/s required by rule 18.3.4 the secretary will notify the member concerned of the anomaly and where it is practicable to do so, will give the member concerned the opportunity of remedying the anomaly within a reasonable period from the receipt of this notice, notwithstanding that the date for submission of nominations may have already passed.
19.ELECTION OF BOARD MEMBERS
This rule is subject to rule 20
19.1. If insufficient nominations are received to fill all vacancies on the board, the candidates nominated will be deemed to be elected and the vacancies on the board will be filled in accordance with rule 22 – Casual vacancies.
19.2. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated will be deemed to be elected.
19.3. If the number of nominations exceeds the number of vacancies to be filled, a ballot will be held in accordance with these rules.
19.4. If a ballot is required the ballot will be conducted in accordance with the following provisions in this rule 19, subject to rule 20.
19.5. The secretary will cause a list of the persons nominated for election to the board to be displayed in a conspicuous place at the Club’s premises for a period of at least twenty one days prior to the annual general meeting.
19.6. The board will appoint as returning officer one member who is eligible to vote in the election and who is not a candidate or board member (“the returning officer”).
19.7. Each candidate will be entitled to appoint another member to act as the candidate’s scrutineer.
19.8. Ballot papers will be prepared by the secretary containing:
19.8.1. the names of all the candidates in alphabetical order of family names; and
19.8.2. the initial of the returning officer.
19.9. Not less than 14 days prior to the annual general meeting the secretary will make available to each member eligible to vote in elections a ballot paper for collection at the club premises or upon written request by the member by delivery to the member’s address.
19.10. Ballot papers will be accompanied by an envelope marked “Voting Paper” which envelope will be identified with the voting member’s name and membership number and setting out the closing date for the ballot as set by the returning officer and which date will be no later than the commencement of the annual general meeting.
19.11. The voting member will complete the ballot paper and place the completed ballot paper in the envelope marked “Voting Paper” and seal the envelope and return the sealed envelope to the secretary no later than the time set by the returning officer.
19.12. The secretary will keep a record of each member who has returned the envelope and will ensure that each member votes only once and deliver all sealed envelopes to the returning officer immediately prior to the annual general meeting.
19.13. The returning officer will count the votes cast for each candidate in the presence of the scrutineers and will, despite any minor defects, attempt to give effect to each vote cast – in the event of a dispute as to the validity of a vote, the returning officer’s decision will prevail.
19.14. The returning officer will report the results of the ballot to the chairman of the annual general meeting.
19.15. The candidates receiving the highest number of votes will be elected.
19.16. If two or more candidates receive an equal number of votes the winner will be determined by the chairman of the annual general meeting by lot.
19.17. A record will be kept by the secretary of the number of members voting.
20.REPRESENTATION ON THE BOARD
20.1. Notwithstanding anything contained in rules 18 and 19, the composition of the board must meet the following requirements:
20.1.1. not more than one director will represent any one sporting club or community based group;
20.1.2. not more than two directors will represent any one single code of sport; and
20.1.3. not less than two directors will represent community-based groups or bodies.
20.2. A candidate for election may represent any one of the bodies nominated by the candidate in accordance with rules 9.2.3 or 36.3 (changed nomination). For example a candidate may have nominated the Horsham Football Club and the Horsham Cricket Club as sporting clubs to which they are aligned, and netball as a sporting code which they represent and Horsham Neighbourhood Watch as a community organisation they represent. If this candidate is successful, then they must choose one of these nominated groups for the purpose of rule 20.1.
20.3. If the election of a candidate to the board would result in the requirement set out in rule 20.1 not being met, the last elected candidate or the candidate receiving the least number of votes will be disqualified and the votes cast for that candidate will be disregarded.
20.4. If a candidate has been disqualified in accordance with rule 20.3 and there has been no other candidate nominated, a casual vacancy will occur.
21.ELECTION OF OFFICE BEARERS
21.1. As soon as practicable after the conclusion of the annual general meeting each year the board will convene a meeting, the only business of which will be the election of office bearers for the following year.
21.2. The chair of the meeting referred to in rule 21.1 will be determined by a vote of the board members present and in the event of there being a tie in the vote for chair, the chair will be determined by lot between the board members who have tied.
21.3. The chair will call for nominations from the board members for the following office bearers in this order:
21.3.1. president;
21.3.2. vice president; and then
21.3.3. honorary treasurer.
21.4. The nominators and the nominees for office bearers must be current board members at the time of the meeting referred to in rule 23.1.
21.5. The ballot for election of the office bearers will be conducted in such reasonable manner as the chair will determine subject to the following rule 21.6.
21.6. Board members who are unable to be present at the meeting referred to in rule 21.1 will be entitled to nominate another board member to be an office bearer and to be nominated to be an office bearer, and will be entitled to register a vote for the election of office bearers by any reasonable means.
21.7. Subject to these rules, office bearers will hold office until the conclusion of the annual general meeting following their election and will be eligible for re-election.
21.8. The office bearers’ terms are for 1 year and will conclude at the beginning of the meeting under clause XX in the year following their election.
22.CASUAL VACANCIES
22.1. A casual vacancy occurs in the position of a board member if:
22.1.1. the board member ceases to be a member of the Club;
22.1.2. the board member becomes disqualified to act as a director pursuant to the Act;
22.1.3. the board member is absent from three consecutive meetings of the board without apology;
22.1.4. the board member resigns his/her position by notice in writing given to the secretary;
22.1.5. the board member is removed in accordance with rule 23 (conflict of interest);
22.1.6. the board member is removed from the board in accordance with rule 24 and the members do not appoint a replacement board member at that general meeting;
22.1.7. the board member’s position is not filled at an election;
22.1.8. subject to rule 22.2, during any time that the Club holds a gaming or liquor licence –
22.1.8.1. if, within three months of the board member’s election or appointment, he/she fails to meet the legal requirements of persons associated with an organisation that holds a gaming or liquor licence; or
(note: board members who have not met these legal requirements must not take any part in decisions that affect the gaming or liquor – whichever is relevant – operations of the Club)
22.1.8.2. if at any time during his/her term the board member becomes ineligible to be a person associated with any organisation that holds a club liquor licence.
22.2. Notwithstanding rule 22.1.8, a board member does not vacate his/her position if the board members who have met the legal requirements of persons associated with an organisation that holds a gaming or liquor licence; pass a resolution that the board member’s position should not be vacated.
22.3. In the event of a casual vacancy in the position of an office bearer, the board may appoint one of its members to the vacant office.
22.4. If a casual vacancy occurs in the position of a board member, the board may appoint a member of the Club who is eligible for election to the board to fill the vacancy subject to rule 20.
22.5. A casual appointee to the board will hold office for the remainder of the term of the vacating board member.
23.CONFLICT OF INTEREST
23.1. Subject to the following rule 23.2 the position of a board member will become vacant if the board member has a material personal interest in a matter that relates to the affairs of the Club (“the interest”); and
23.1.1. the board member fails to declare the interest as soon as practicable after the board member becomes aware of the interest, or
23.1.2. the board member is aware of the interest and participates in discussions regarding that interest at a board meeting or general meeting.
23.2. The position of a board member becomes vacant in accordance with rule 23.1 only when the board members who do not have the interest resolve that the board member’s position should be vacated.
24.REMOVAL OF BOARD MEMBER
24.1. The members in a general meeting may by resolution remove any board member before the expiration of his/her term and appoint any other member in his/her stead to hold office until the expiration of the term of the first-mentioned member.
24.2. Notice of intention to move the resolution referred to in rule 24.1 must be given to the secretary at least 2 months before the meeting is to be held.
24.3. As soon as practicable after receipt of the notice referred to in rule 24.2, the secretary must give a copy of the notice to the board member to whom the resolution refers.
24.4. The board member to whom the resolution refers is entitled to put his/her case to members by:
24.4.1. giving the secretary a written statement for circulation to members; and
24.4.2. speaking to the motion at the meeting.
24.5. The written statement is to be circulated by the secretary to members by:
24.5.1. sending a copy to everyone to whom notices of the meeting are sent if there is time to do so; or
24.5.2. if there is not time to comply with rule 24.5.1—having the statement distributed to members attending the meeting and read out at the meeting before the resolution is voted on.
24.6. The board member’s statement does not have to be circulated to members if it is more than 1,000 words long or defamatory.
24.7. In the event that a board member is removed in accordance with the rule 24.1, the removal of the board member is not invalidated by the fact that the members did not appoint another member to the board, and in the event that another member is not appointed to the board, a casual vacancy will exist for the vacated board position.
25.PROCEEDINGS OF THE BOARD
25.1. The board will meet as required.
25.2. Board meetings may be convened in any appropriate manner approved by the board which may include by telephone or appropriate electronic conference facilitation.
25.3. Any three board members may require the secretary to convene a special meeting of the board, and the secretary will, on the requisition of three board members, convene a special meeting of the board.
25.4. No business will be transacted at any board meeting unless each board member has been given reasonable notice of the meeting and the business to be conducted.
25.5. Any five board members will constitute a quorum for the transaction of the business of a board meeting.
25.6. No business will be transacted unless a quorum is present either in person or by telephone or appropriate electronic conference facilitation, and if within half an hour of the time appointed for the board meeting a quorum is not present the chairman will adjourn the board meeting to an appropriate time and place unless the board meeting was a board meeting requisitioned by board members pursuant to rule 25.3 in which case it lapses.
25.7. If a meeting is adjourned in accordance with the rule 25.6, each board member will be notified of the place and time for the adjourned board meeting.
25.8. At board meetings:
25.8.1. the president, or in the president’s absence or inability the vice-president, will preside; or
25.8.2. if the president and the vice-president are absent or unable to preside, such one of the remaining board members as may be chosen by the members present will preside.
25.9. Questions arising at a board meeting or of any sub-committee appointed by the board will be determined on a show of hands or, if demanded by two members, by a poll taken in such manner as the chairman may determine.
25.10. The chairman will have a deliberative and a casting vote.
25.11. If for any reason the number of board members will be reduced to less than five the remaining board members, or if there be none, the secretary, will call a special general meeting for the purpose of filling the vacancies and may do all acts that may be necessary for this purpose.
25.12. Subject to the requirement for a quorum the Board may act notwithstanding any vacancy on the Board.
26.SUB-COMMITTEES
26.1. The board may from time to time appoint any sub-committees consisting of persons who are members or non-members and may delegate to the sub-committees such of the powers or duties of the board as the board may determine.
26.2. The board may recall or revoke any appointment or delegation made in accordance with rule 26.1
26.3. The business of sub-committees will be conducted in accordance with the direction of the board and sub-committees will conform to any regulations that may be prescribed by the board.
26.4. All sub-committees will report to the board and decisions of a sub-committee will be subject to confirmation by the board except where the sub-committee has been given express power to act by the board.
26.5. The president will be ex-officio members of all sub-committees.
27.VALIDATING ACTS OF THE BOARD
27.1. All acts done by any meeting of the board or a sub-committee will, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any one or more of the board members or sub-committee members, or that they or any of them were disqualified, be as valid as if any such person had been duly appointed and was qualified to be a board member or a sub-committee member.
27.2. Subject to the requirement for a quorum, the board may act notwithstanding any vacancy.
28.INDEMNITY
28.1. To the full extent allowed by law, no board member will be liable to the Club for any loss or expense unless the loss or expense is due to his/her own dishonesty or to the wilful commission by him/her of an act known by him/her to be a breach of trust or breach of duty.
28.2. To the full extent allowed by the law, the board and each board member will be indemnified by the Club from and against any liability, loss or damage caused to or incurred by the board or board member by reason of the bona fide exercise by the board and each board member of any of the duties, powers or privileges conferred or imposed on them by these rules or any amendment thereof.
29.SECRETARY/EXECUTIVE OFFICER
29.1. The board will appoint a secretary from among their number UNLESS the board has engaged an executive officer (who may be titled CEO or secretary/manager as determined by the board), in which case the executive officer will be the secretary for the purposes of the Act and will fulfil all the duties of the secretary as set out in these rules.
29.2. The board is empowered to engage an executive officer on terms and conditions that the board considers appropriate and who will be required to act diligently, honestly and faithfully in the best interests of the Club and carry out the directions of the board and to whom the board may delegate the duties of any officer bearer.
29.3. The secretary will cause to be kept on the Club’s premises correct minutes of the proceedings of all meetings of the board and of the members and will cause to be performed all other duties which these rules require the secretary to perform.
29.4. The secretary will be responsible for the preparation and lodgement with the relevant authorities of all financial statements returns, statements and forms in accordance with any relevant legislation.
30.AUDITOR
30.1. The Club will appoint a qualified person to act as auditor of the Club, and whose appointment and removal will be in accordance with the Act.
30.2. The secretary will ensure that the Club’s auditor receives all notices of general meetings and any other notice required by the Act to be served on the auditor.
31.ANNUAL GENERAL MEETINGS
31.1. There will be an annual general meeting held on a day and at a place and time as the board determines and in accordance the Act.
31.2. The annual general meeting will be specified as such in the notice convening it.
31.3. The ordinary business of the annual general meeting will be:
31.3.1. to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
31.3.2. to receive from the board reports upon the transactions of the Club during the last preceding financial year;
31.3.3. to declare the outcome of the election;
31.3.4. to receive and consider the audited financial statement submitted by the Club in accordance the relevant legislation; and
31.3.5. removal and/or appointment of the auditor (if required) in accordance with the Act.
31.4. The annual general meeting may transact special business of which notice is given in accordance with these rules.
31.5. The annual general meeting will be in addition to any other general meetings that may be held in the same year.
32.SPECIAL GENERAL MEETINGS
32.1. All general meetings other than the annual general meeting will be called special general meetings.
32.2. The board (but not any individual board member) may, whenever it thinks fit, convene a special general meeting.
32.3. If, but for this rule 32.3, more than 18 months would elapse between annual general meetings, the board must convene a special general meeting before the expiration of that period.
32.4. The board will convene a special general meeting of the Club, on the requisition in writing of members representing not less than five percent of members who are entitled to vote at meetings or not less than 100 members who are entitled to vote at meetings.
32.5. The requisition for a special general meeting will:
32.5.1. state the business of the meeting;
32.5.2. any resolution to be proposed at the meetings;
32.5.3. contain the name and the signature of the members making the requisition; and
32.5.4. be delivered to the secretary.
32.6. The requisition for a special general meeting may consist of several documents in a like form, each signed by one or more of the members making the requisition.
32.7. The board must call a meeting requisitioned by the members in accordance with rule 32.4 within 21 days of receipt of the requisition and must hold the meeting within 2 months of receipt of the requisition.
32.8. If the board does not cause a special general meeting to be held within 2 months after the date on which the requisition is delivered to the secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three months after the date on which the requisition is delivered.
32.9. A special general meeting convened by members under rule 32.4 will be convened in the same manner as nearly as possible as general meetings convened by the board and all reasonable expenses incurred in convening the meeting will be refunded by the Club to the persons incurring the expenses.
33.NOTICE OF MEETINGS
33.1. In the case of annual general meetings, the secretary must provide a preliminary notice in accordance with this rule 33.1. The preliminary notice is in addition to the notice referred to in rule 33.4.
33.2. The secretary will at least thirty five days prior to the date fixed for the annual general meeting in each year issue a preliminary notice advising members of:
33.2.1. the place, date and time of the annual general meeting;
33.2.2. the number of board members to be elected;
33.2.3. how to nominate for election as a board member including lodging nominations 28 days before the annual general meeting; and
33.2.4. the requirement to lodge notice of special business with the secretary at least twenty eight days prior to the date fixed for the annual general meeting.
33.3. The preliminary notice referred to in Rule 33.1 will be by way of newsletter or notice posted on the notice board at the Club’s premises or such other reasonable manner as the board determines.
33.4. In the case of both annual general meetings and special general meetings the secretary will, at least 21 days before the date fixed for holding a general meeting, cause a notice of the meeting to be posted on the notice board in the Club house and sent to all members eligible to vote.
33.5. The notice of general meeting will state the place, date and time of the meeting and the nature of the business to be transacted at the meeting, and will advise the members that they are entitled to appoint any other member to be their proxy at the meeting.
33.6. No business other than that set out in the notice convening the meeting will be transacted at the meeting.
33.7. A member desiring to bring any business before a meeting must give written notice of that business to the secretary, which notice will be signed by the member and delivered to the secretary at least twenty eight days prior to the meeting, and the secretary will include that business in the notice calling the next general meeting after the receipt of the notice.
33.8. The secretary will give the auditor:
33.8.1. notice of general meetings in the same way as the members are given notice of general meetings; and
33.8.2. any other communications relating to a general meeting that a member is entitled to receive.
34.PROCEEDINGS AT MEETINGS
34.1. All business that is transacted at a special general meeting and all business that is transacted at the annual general meeting, with the exception of that specially referred to in these rules as being the ordinary business of the annual general meeting, will be deemed to be special business.
34.2. No item of business will be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present in person or by proxy during the time when the meeting is considering that item. Twenty members (being members entitled to vote at a general meeting) present in person or by proxy constitute a quorum for the transaction of the business of a general meeting.
34.3. If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting, if convened upon the requisition of members, will be dissolved and in any other case will stand adjourned for one hour and will be reconvened one half hour later at the same place – unless another place or time (which is longer than half hour) is specified by the chairman at the time of the adjournment– and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than ten) will be a quorum.
34.4. The president, or in the president’s absence or inability, the vice-president, will preside as chairman at each general meeting of the Club.
34.5. If the president and the vice-president are absent from a general meeting or unable to preside, the members present will elect one of their number to preside as chairman at the meeting.
34.6. The chairman of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting to a time and place agreed by the meeting, but no business will be transacted at an adjourned meeting other than business left unfinished at the meeting at which the adjournment took place.
34.7. Where a meeting is adjourned for fourteen days or more, a notice of the adjourned meeting will be given as in the case of the general meeting.
34.8. Except as provided in 34.7, or when the time and place for the adjourned meeting is not agreed upon at the meeting, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
34.9. A question arising at a general meeting of the Club will be determined on a show of hands and unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the minute book of the Club is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
34.10. Upon any question arising at a general meeting of the Club, each member in attendance or his/her proxy has one vote only, except in the event of an equality of votes when the chairman will have a second or casting vote.
34.11. All votes will be given personally or by proxy.
34.12. If at a meeting a poll on any question is demanded by not less than three members, it will be taken at that meeting, in such manner as the chairman may direct and the resolution of the poll will be deemed to be a resolution of the meeting on that question.
34.13. A poll that is demanded on the election of a chairman or on a question of an adjournment will be taken forthwith and a poll that is demanded on any other question will be taken at such time before the close of the meeting as the chairman may direct.
34.14. If a member in attendance at a general meeting either personally or by proxy abstains from voting on a resolution, his/her vote will not be included in the calculation of whether the required majority was in favour of the resolution.
34.15. A member is not entitled to vote at any general meeting if he/she has any outstanding subscriptions or fees.
35.PROXY VOTING
35.1. A member may appoint any other member who is entitled to vote at general meetings as the first-mentioned member’s proxy, to vote upon any question arising at a general meeting or an adjourned meeting.
35.2. The appointment of a proxy will be made in writing on a form approved by the board from time to time.
35.3. A member will be entitled to instruct his/her proxy to vote in favour of or against any proposed resolutions. In the absence of such instruction, the proxy may use his/her reasonable discretion and vote as he/she thinks fit.
35.4. A member may withdraw the appointment of a proxy at any time prior to the proxy casting the proxy vote.
36.REGISTER OF MEMBERS
36.1. The secretary will cause to be kept on the Club’s premises a register of the members setting out the following details:
36.1.1. the names and addresses (including the means of electronic communications – eg email &/or fax numbers) of all members of the Club;
36.1.2. the date of the latest payment by each member of his/her subscription;
36.1.3. the sporting club/s and/or the community based group/s (if any) to which the member has advised that he/she is aligned in accordance with rule 9.2.3 or rule 36.3; and
36.1.4. the code/s of sport and/or the community organisation/s the member has advised that he/she represents in accordance with rule 9.2.3 or rule 36.3.
36.2. Members will notify the secretary of any change in their details (including the means of electronic communications – eg email &/or fax numbers) as soon as practicable.
36.3. Members will notify the secretary of any change in the member’s alignment or representation as advised in accordance with rule 9.2.3.
37.VISITORS TO THE CLUB
37.1. Where it is stipulated in these rules and subject to any by-laws, members will be entitled to introduce visitors to the Club as guests of the members.
37.2. A visitor will not be supplied with liquor in the Club premises unless the visitor is:
37.2.1. a guest in the company of a member; or
37.2.2. an authorised gaming visitor (as defined in the Liquor Control Reform Act 1998).
37.3. Authorised gaming visitors to the Club must:
37.3.1. produce evidence of their residential address before being admitted to the licensed premises of the Club;
37.3.2. carry identification at all times whilst on the licensed premises of the Club; and
37.3.3. comply with all relevant rules and by-laws of the Club whilst on the licensed premises of the Club.
38.VISITORS’ REGISTER
38.1. The Club will maintain a visitors’ register recording the name of each visitor to the Club, the date of admission and whether the visitor was:
38.1.1. introduced as a guest of member – in which case the register will record the name of the introducing member; OR
38.1.2. an authorised gaming visitor – in which case the register will record the residential address of the visitor.
39.COMMISSIONS, ALLOWANCES AND REMUNERATION & DISTRIBUTION OF PROFITS
39.1. All profits (if any), other income and property of the Club will be applied solely in promoting the Club and its Objects (including being invested for the benefit of the Club) and no dividend, gift, division or bonus in money or other equivalent by way of profit or otherwise will be paid or made by the Club to or amongst any of the Members except for:-
39.1.1. the payment in good faith of remuneration and out of pocket expenses of any officers or servants of the Club;
39.1.2. payment to any Member of the Club in return for any services actually rendered to the Club or for goods supplied in the ordinary and usual course of business;
39.1.3. salary or wages paid to employees; or
39.1.4. the payment of reasonable interest on money borrowed from any Member of the Club.
39.2. No board member, member, employee or agent of the Club may receive any payment of any amount by way of commission or allowance from the Club’s receipts for the supply of liquor.
39.3. No board members will be paid any remuneration or commission for their services to the Club, but the members in general meeting will have the power to grant an honorarium to board member of such amount as are deemed appropriate.
40.ALTERATION OF RULES AND STATEMENT OF PURPOSES
40.1. No alteration or addition to these rules will be made except by means of a special resolution at a general meeting where twenty one days’ notice of the intention to propose the resolution has been sent to each member entitled to vote at that meeting.
40.2. The special resolution of the general meeting will be passed by a majority of three-quarters of the members present and entitled to vote.
40.3. An alteration of the rules does not take effect unless and until it is approved by the relevant authority.
41.NOTICES
41.1. Unless otherwise provided in these rules, a notice may be served by or on behalf of the Club upon any member either personally or by sending it by facsimile or electronic transmission or post to the member at his/her address shown in the register of members.
41.2. Where a document is properly addressed and sent to a person, the document will, unless the contrary is proved, be deemed to have been given to the person at the time at which the document would have been delivered in the ordinary course of events for that type of delivery.
42.WINDING UP OR CANCELLATION
42.1. The members at a general meeting may, by special resolution of the members present in person or by proxy pass a special resolution for the dissolution of the Club.
42.2. Such resolution will have no effect unless:
42.2.1. the resolution is confirmed at a special general meeting held not less than one month after the meeting referred to in the previous rule 42.1;
42.2.2. not less than one-half of the members entitled to vote are present at the special general meeting; and
42.2.3. not less than three-quarters of those present in person or by proxy at the special general meeting vote in favour of the resolution.
42.3. If the conditions set out in the previous rule 42.2 are met, the board will proceed to realise the property of the Club and after the discharge of all liabilities will proceed to allocate all moneys to local organisations with similar purposes to the Club as specified by the majority of members at the general meeting referred to in rule 42.1 and after completion of distribution the Club will be dissolved.
42.4. 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/she is a member, or within one year after he/she ceases to be a member for payment of the debts and liabilities of the Club (contracted before he/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 ten dollars ($10).
43.CUSTODY OF RECORDS
43.1. Except as otherwise provided in these rules, the secretary will keep in his/her custody or under his/her control, all books, documents and securities of the Club.
43.2. All minute books for general meetings and registers of members will be open for inspection by members free of charge.
43.3. Upon request by the board, any board member (past or present) or member will deliver to the secretary any property of the Club including but not limited to any relevant document, computer, keys, equipment.
44.COMMON SEAL EXECUTION OF DOCUMENTS
44.1. The Club can execute a document in accordance with s127(1)(a) or (b) of the Act that is without affixing the common seal and with the signature of at two board members or one board director and the secretary.
45.TRANSITIONAL PROVISIONS
45.1. Immediately after the adoption of these rules the board will allocate members to appropriate categories in accordance with rule 7.
45.2. Immediately after the adoption of these rules the board will consist of the board members who were board members at the time of adoption of these rules and each board member will continue as a board member for the term set out in the following rules 45.3, 45.4, and 0.
45.3. At the conclusion of the 2016 annual general meeting the following board members will retire, and there will be an election for their positions in accordance with these rules:
Gloria Muldoon, Dean Winfield and Kerry Schultz
45.4. At the conclusion of the 2017 annual general meeting the following board members will retire, and there will be an election for their positions in accordance with these rules:
Tim Coller, John Kemfert and Greg Schultz
45.5 At the conclusion of the 2018 annual general meeting the following board members will retire, and there will be an election for their positions in accordance with these rules:
Elaine Breuer, Gary Howden and Gary Nicholas

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