Club Constitution

As at Feb 2018
 

ASSOCIATIONS INCORPORATION ACT 2009 (NSW)

Tweed Valley Rollers INCORPORATED

TABLE OF CONTENTS

1 NAME OF CLUB   

2 DEFINITIONS AND INTERPRETATION   

3 OBJECTS OF THE CLUB   

4 POWERS OF THE Club   

5 MEMBERS ®   

6 MEMBERSHIP APPLICATION ®   

7 REGISTER OF MEMBERS ®   

8 EFFECT OF MEMBERSHIP   

9 DISCIPLINE ®   

10 DISCONTINUANCE OF MEMBERSHIP   

11 SUBSCRIPTIONS AND FEES ®   

12 EXISTING HODs   

13 POWERS OF THE BOARD   

14 COMPOSITION OF THE BOARD   

15 ELECTed HODs   

16 VACANCIES ON THE BOARD   

17 MEETINGS OF THE BOARD   

18 DELEGATIONS   

19 ANNUAL GENERAL MEETING   

20 SPECIAL GENERAL MEETINGS   

21 NOTICE OF GENERAL MEETING   

22 BUSINESS   

23 NOTICES OF MOTION   

24 PROCEEDINGS AT GENERAL MEETINGS   

25 VOTING AT GENERAL MEETINGS   

26 GRIEVANCE PROCEDURE ®   

27 RECORDS AND ACCOUNTS   

28 INCOME   

29 WINDING UP   

30 DISTRIBUTION OF PROPERTY ON WINDING UP   

31 ALTERATION OF CONSTITUTION   

32 REGULATIONS   

33 NOTICE   

34 INDEMNITY   

35 PUBLIC OFFICER    l


1 NAME OF CLUB

The name of the Club is Tweed Valley Rollers Incorporated (Club).

2 DEFINITIONS AND INTERPRETATION

2.1 Definitions

In this Constitution unless the contrary intention appears:

“Act” means the Associations Incorporation Act 2009 (NSW). 

‘Board’ means the body managing the Club and consisting of the Heads of Departments.

‘Board meeting’ means a meeting of the Heads of Departments.

“Constitution” means this Constitution of the Association.

‘Department” means the division dealing with a specific area of activity.

“General Meeting” means the annual or any special general meeting of the Club.

“Head of Department” means a Member of the Board and includes any person acting in that capacity from time to time appointed in accordance with this Constitution. In this document they will be referred to as HODs.

‘Honorary Member’ means an Individual appointed as an Honorary Member of the Club under clause 5.2.

“Intellectual Property” means all rights subsisting in copyright, business names, names, trade marks (or signs), logos, designs, equipment including computer software, images (including photographs, videos or films) or service marks relating to the Association or any activity of or conducted, promoted or administered by the Association in New South Wales.

“Junior member” means a member under the age of 18.

‘Member’ means a Member of the Club for the time being under clause 5.

‘Member role’ means the responsibility or function assigned to a Member of the Club.

‘Objects’ means the Objects of the Club in clause 3.

‘Public Officer’ means the person appointed to be the public officer of the Association in accordance with the Act.

‘Register’ means a register of Members kept and maintained in accordance with clause 7.

‘Regulation’ means a rule or directive made by the Club.

‘Special Resolution’ means a Special Resolution defined in the Act.

2.2 Interpretation

In this Constitution:

a) reference to a function includes a reference to a power, authority and duty;

b) 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;

c) words importing the singular include the plural and vice versa;

d) words importing any gender include the other genders;

e) references to persons include corporations and bodies politic;

f) references to a person include the legal personal representatives, successors and permitted assigns of that person;

g) 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

h) 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 mail or made available via an online tool or system.

2.3 Severance

If any provision of this Constitution or any phrase contained in it is invalid or unenforceable, the phrase or provision is to be read down if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Constitution.

2.4 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.  Model rules under the Act are expressly displaced by this Constitution.

3 OBJECTS OF THE CLUB

The Club is established solely for the Objects. The Objects of the Club are established to: 

a) assist men and women in learning, teaching and competing in current Women’s Flat Track Derby Association (WFTDA) rules set and supports other associated rule sets under Men’s Roller Derby Association (MRDA) and Junior Roller Derby Association (JRDA).

b) facilitate the creation and growth of teams by providing opportunities of game play within the club and with external clubs.

c) promote roller derby within Northern NSW and South East QLD as a healthy, empowering and fun sport for all, and as an exciting spectator sport.

d) act, at all times, on behalf of and in the interest of the Members and Roller Derby.

e) have regard to the public interest in its operations; and

f) undertake and or do all such things or activities which are necessary, incidental or conducive to the advancement of these Objects.

4 POWERS OF THE Club

Solely for furthering the Objects, the Club has, in addition to the rights, powers and privileges conferred on it under section 25 of the Act, the legal capacity and powers of a company as set out under section 124 of the Corporations Act 2001 (Cth).

5 MEMBERS ®

5.1 Members ®

The Members of the Club shall consist of:

a) Honorary Members, who subject to this Constitution, shall have the right to receive notice of General Meetings and to be present,

b) Individual Members, who subject to this Constitution, shall have the right to receive notice of General Meetings and to be present, to debate and to vote at General Meetings; and

c) Junior Members, who subject to this Constitution, shall have no right to receive notice of General Meetings and no right to be present or debate or vote at General Meetings. However one parent or Guardian of any Junior player under the age of 16 years shall be a considered an Individual Member of the Club, with voting rights and access to our online members page. Additionally Junior Members who are aged 16 years and older are considered Individual Members and therefore have same rights as Individual Members.

5.2 Honorary Members 

a) The Board may recommend on the retirement of any Member who has rendered distinguished service to the Club be appointed as an Honorary Member. 

b) A person may accept or reject the Club’s offer to confer honorary. Membership. Upon acceptance, the person’s details shall be entered upon the Register, and from the time of entry on the Register the person shall be an Honorary Member.

6 MEMBERSHIP APPLICATION ®

6.1 Application for Membership

An application for membership must be:

b) in writing on the form prescribed from time to time by the Board (if any), from the applicant or its nominated representative and lodged with the Club; and accompanied by the appropriate fee (if any).

They must also meet any requirements set down by the Club in the member Regulations.

6.2 Discretion to Accept or Reject Application

a) The Club may accept or reject an application whether the applicant has complied with the requirements in clause 6.1 or not. The Club shall not be required or compelled to provide any reason for such acceptance or rejection. 

b) Where the Club accepts an application, the applicant shall become a Member.  Membership shall be deemed to commence upon acceptance of the application by the Club. The Register shall be amended accordingly as soon as practicable.

c) Where the Club rejects an application, a notification will be provided to the applicant, in writing, setting out the grounds on which it is based, additionally advising the applicant of their right to address the board if they wish. The applicant is required to notify the Club or a current Board member of this desire (either in person, by a nominated representative or in writing). The applicant must be provided such an opportunity and given reasonable notice of the date, time and place of the meeting. The Board must give due consideration to any submission made by the applicant and with this additional information determine whether to overturn the rejection of membership. If the rejection is upheld the Club shall refund any fees forwarded with the application and the application shall be deemed rejected by the Club.

6.3 Renewal

Members (other than Honorary Members) must renew their membership annually in accordance with the procedures set down by the Club in Regulations from time to time.

6.4 Deemed Membership

a) 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.

b) Any Members of the Club, prior to approval of this Constitution under the Act, who are not deemed Members under clause 6.4a) shall be entitled to carry on such functions analogous to their previous functions as are provided for under this Constitution. 

7 REGISTER OF MEMBERS ®

7.1 Club to Keep Register

The Club shall keep and maintain a Register, as outlined in the Regulations, in which shall be entered (as a minimum): 

a) the full name, address and date of entry of each Member; and

b) where applicable, the date of termination of membership of any Member.

Members shall provide notice of any change and required details to the Club within one month of such change.

7.2 Inspection of Register

Having regard to the Act, confidentiality considerations and privacy laws, an extract of the Register, excluding the address or other direct contact details of any Member, shall be available for inspection (but not copying) by Members, upon reasonable request.

7.3 Use of Register

Subject to the Act, confidentiality considerations and privacy laws, the Register may be used to further the Objects, in such manner as the Board considers appropriate.

8 EFFECT OF MEMBERSHIP

Members acknowledge and agree that:

a) This Constitution forms a contract between each of them and the Club and that they are bound by this Constitution and the Regulations.

b) they shall comply with and observe this Constitution and the Regulations and any determination, resolution or policy which may be made or passed by the Board or other entity with delegated authority;

c) the Constitution and Regulations are necessary and reasonable for promoting the Objects and particularly the advancement and protection of Roller Derby; and

d) they are entitled to all benefits, advantages, privileges and services of Club membership.

9 DISCIPLINE ®

The Board may commence or cause to be commenced disciplinary proceedings against a Member who has allegedly:

a) breached, failed, refused or neglected to comply with a provision of this Constitution, the Regulations or any resolution or determination of the Board or any duly authorised committee

b) acted in a manner unbecoming of a Member, or prejudicial to the purposes and interests of the Club and/or Roller Derby; or

c) brought the Club, any other Member or Roller Derby into disrepute.

d) That Member will be subject to and will submit unreservedly to the jurisdiction, procedures, penalties and the appeal mechanisms of the Club set out in the Regulations.

e) The Board may appoint a Committee to deal with any disciplinary matter referred to it. Such a Committee shall operate in accordance with the procedures expressed in the Regulations but is subject always to the Act.

10 DISCONTINUANCE OF MEMBERSHIP

10.1 Notice of Resignation

A Member who has paid all arrears of fees payable to the Club may resign or withdraw from membership of the Club by giving one month’s notice in writing to the Club.

Once the Club receives a notice of resignation of membership given under clause 10.1a), it must make an entry in the Register that records the date on which the Member ceased to be a Member.

10.2 Discontinuance for Breach

a) Membership of the Club may be discontinued by the Board upon breach of any clause of this Constitution or the Regulations, including, but not limited to, the failure to pay any monies owed to the Club, failure to comply with the Regulations or any resolutions or determinations made or passed by the Board or any duly authorised committee.

b) Membership shall not be discontinued by the Board under clause 10.2a) without the Board first giving the accused Member the opportunity to explain the breach and/or remedy the breach.

c) Where a Member fails, in the Board’s view to adequately explain the breach, that Member’s membership shall be discontinued under clause 10.2a) by the Club giving written notice of the discontinuance to the Member. The Register shall be amended to reflect any discontinuance of membership under this clause 10.2 as soon as practicable.

10.3 Member to Re-Apply

A Member whose membership has been discontinued under clauses 10.1 or 10.2: 

a) must seek renewal or re-apply for membership in accordance with this Constitution; and

b)    may be re-admitted at the discretion of the Board.

10.4 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.  Any Club documents, records or other property in the possession, custody or control of that Member shall be returned to the Club immediately.

10.5 Membership may be Reinstated

Membership which has been discontinued under this clause 10 may be reinstated at the discretion of the Board, with such conditions as it deems appropriate.

10.6 Refund of Membership Fees

Membership fees or subscriptions paid by the discontinued Member will be forfeited upon discontinuance. 

11 SUBSCRIPTIONS AND FEES ®

The annual membership subscription (if any) and any fees or other levies payable by Members to the Club and the time for and manner of payment shall be as determined by the Board. 

12 EXISTING HODs

The HODs who make up the Board (the administrative or governing body of the Club) in office immediately prior to approval of this Constitution under the Act shall continue in those positions until the next annual general meeting following such adoption of this Constitution.  After this General Meeting the positions of HODs shall be filled, vacated and otherwise dealt with in accordance with this Constitution.

13 POWERS OF THE BOARD

Subject to the Act and this Constitution, the business of the Club shall be managed and the powers of the Club shall be exercised by the Board. In particular, the Board shall act in accordance with the Objects and shall operate for the benefit of the Members and the community throughout the local area. The Board is to follow the recommendations from the Departments/members when making decisions. If serious disagreement and division within the club arises from a board decision a vote from all association members must be sought to resolve the situation.

14 COMPOSITION OF THE BOARD 

14.1 Composition of the Board

The Board shall comprise:

a) One (1) HOD from each Department, who must all be Members and who shall be elected under clause 15; 

14.2 Election and Appointment of HODs ®

The elected HODs shall be appointed under clause 15.

14.3 Member Roles and Departments

a) The Board may from its Members determine Roles for any purpose and assign that Role to the relevant Department. The Board may delegate any of its powers to any such Department. Each Department shall be required to report to the Board, via its elected HOD, concerning its activities and shall not take any executive action without the express authorisation of the Board. 

b) It is a requirement of the Club that each Individual Member holds a Member Role and in turn assists with the running of the Club.

c) ALL Member Roles will be published/circulated fourteen (14) days prior to the AGM.

d) All Member Roles will be considered vacant for the filling as at the date of the AGM.

e) Members will self nominate for a Member Role. These roles will be confirmed/accepted and minuted at the AGM.

f) If more than one (1) Member nominates for a Role that only requires one member to fill it and no agreement can be made the role will be filled by the winner of the best of three from the Paper, Scissors, Rock Game. 
                                                                           (1)This Game must be witnessed by 3 Members.

g) Members can hold more than one (1) Role. 

h) All Member Roles may not be filled at the AGM.

i) Any vacant positions can be filled throughout the year by existing or new Members

14.4 Department Heads

Each Department will nominate and elect a Head of the Department.

a) If more than one (1) Member nominates as the Head of the Department and the position will be filled by the winner of the best of three from the Paper, Scissors, Rock Game. Members at the AGM must witness this.

15 ELECTed HODs 

The HOD is nominated and elected by each Department as set out in clause 14.4.

Once the Club exceeds 150 Member clauses 14.3 and 14.4 must be reviewed and confirmed or updated via Special Resolution.

a) The elected HODs are appointed and form The Board.

b) The names of the Members elected as HODs will be minuted at the AGM.

16 VACANCIES ON THE BOARD

16.1 Casual Vacancies

Another Member of that Department may fill any casual vacancy occurring within the Board, this will be determined in a similar manner to the original process outlined in clause 14.3 (h). Any casual vacancy may only be filled until the next AGM under this Constitution.

16.2 Grounds for Termination of HOD 

In addition to the circumstances in which the office of a HOD becomes vacant by virtue of the Act, the office of a HOD becomes vacant if the HOD:

a) dies

b) becomes bankrupt or makes any arrangement or composition with his creditors generally

c) becomes of unsound mind or a person whose person or estate is liable to be dealt with in anyway under the law relating to mental health

d) resigns their office in writing to the Club

e) is absent without the consent of the Board from meetings of the Board held during a period of six months

f) is directly or indirectly interested in any contract or proposed contract with the Club and fails to declare the nature of that interest

g) in the opinion of the Board (but subject always to this Constitution):

                                        (1) has acted in a manner unbecoming or prejudicial to the Objects and interests of the Club

                                         (2) has brought the Club into disrepute

h) is removed by Special Resolution.


16.3 Board May Act

In the event of a casual vacancy or vacancies in the office of a HOD or HODs, the remaining HODs may act. However, if the number of remaining HODs is not sufficient to constitute a quorum at a meeting of the Board, they may act only on urgent matters that impact on the continuation of an operational club.

17 MEETINGS OF THE BOARD

17.1 Board to Meet

The Board shall meet as often as is deemed necessary in every calendar year for the dispatch of business (and shall be at least as often as is required under the Act). Subject to this Constitution, it may adjourn and otherwise regulate its meetings as it thinks fit. A HOD may at any time convene a meeting of the Board within reasonable time.

17.2 Decisions of Board

Subject to this Constitution, questions arising at any meeting of the Board shall be decided by a majority of votes and a determination of a majority of HODs shall for all purposes be deemed a determination of the Board.  

17.3 Resolutions Not in Meeting

a) A resolution in writing in any form shall be as valid and effectual as if it had been passed at a meeting of HODs duly convened and held. 

b) Without limiting the power of the Board to regulate its meetings as it thinks fit, a meeting of the Board may be held where one or more of the directors is not physically present at the meeting, provided that:

c) All persons participating in the meeting are able to communicate with each other effectively.

d) Notice that a resolution is required and a reasonable deadline for the Resolution is provided.

17.4 Quorum

At meetings of the Board the number of HODs whose presence is required to constitute a quorum is half the Board plus 1.  

17.5 Notice of Board Meetings

Unless all HODs agree to hold a meeting at shorter notice (which agreement shall be sufficiently evidenced by their apology or presence) not less than fourteen (14) days written notice of the meeting of the Board shall be given to each HOD.  The agenda shall be forwarded to each HOD not less than four (4) days prior to such meeting.

17.6 Chairperson

The Board shall appoint a chairperson from among its number. The chairperson will act as chair of any Board meeting or General Meeting at which he is present.  If the chairperson is not present, or is unwilling or unable to preside at a Board meeting the remaining HODs shall appoint another HOD to preside as chair for that meeting only.

17.7 Conflict of Interest 

A HOD shall declare his interest in any contractual, selection, disciplinary, or financial matter in which a conflict of interest arises or may arise. He shall, unless otherwise determined by the Board, absent himself from discussions of such matters and shall not be entitled to vote in respect of such matters. If the HOD casts a vote, the vote shall not be counted. In the event of any uncertainty as to whether it is necessary for a HOD to absent himself from discussions and refrain from voting, the issue should be immediately determined by vote of the Board. If this is not possible, the matter shall be adjourned or deferred.

Disclosure of Interests 

The nature of the interest of a HOD must be declared at the meeting of the Board at which the relevant matter is first taken into consideration, if the interest then exists. In any other case, the interest should be revealed to the Board at the next meeting of the Board. If a HOD becomes interested in a matter after it is made or entered into, the declaration of the interest must be made at the first meeting of the Board held after the HOD becomes interested. 

All disclosed interests must also be disclosed to each annual general meeting in accordance with the Act.

17.8 Recording Disclosures 

Any declaration made, any disclosure or any general notice given by a HOD in accordance with clauses 17.7 and/or 17.8 must be recorded in the minutes of the relevant meeting.

18 DELEGATIONS 

18.1 Board May Delegate Functions

a) The Board may, by instrument in writing, create, establish or appoint special committees, Individual officers and consultants to carry out specific duties and functions.

b) It will determine what powers these committees are given. In exercising its power under this clause, the Board must take into account the wishes of the Members. 

c) The entity exercising delegated powers shall make decisions in accordance with the Objects, and it shall provide the Board via the relevant Department with details of all material decisions. The entity shall also provide any other reports, minutes and information required by the Board.

18.2 Delegation May Be Conditional

A delegation under this clause may be made subject to certain conditions or limitations regarding the exercise of any function. These may be specified in the delegation.

18.3 Revocation of Delegation

At any time the Board may, by instrument in writing, revoke wholly or in part any delegation made under this clause. It may amend or repeal any decision made by a body or person under this clause.

19 ANNUAL GENERAL MEETING

a) The Club’s annual general meeting shall be held in accordance with the Act and this Constitution. It should be held on a date and at a venue determined by the Board. 

b) All General Meetings other than the annual general meeting shall be special General Meetings and shall be held in accordance with this Constitution.

c) It is a legal requirement that the club’s financial reporting must be submitted within 30 days of the AGM. This responsibility usually falls to the Treasurer.

20 SPECIAL GENERAL MEETINGS

20.1 Special General Meetings May be Held

The Board may, whenever it thinks fit, convene a special general meeting. When, but for this clause, more than fifteen months elapses between annual general meetings, the Board shall convene a special general meeting before the expiration of that period.

20.2 Requisition of Special General Meetings

a) The Public Officer will convene a special general meeting when five per cent of Members (no less) submit a requisition in writing.

b) The requisition for a special general meeting shall state the object(s) of the meeting, be signed by the Members making the requisition and be sent to the Club. The requisition may consist of several documents in a like form, each signed by one or more of the Members making the requisition.

c) If the Board does not cause a special general meeting to be held one month after the date in which the requisition is sent to the Club, the Members making the requisition, or any of them, may convene a special general meeting to be held no later than three months after that date.

d) 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.

21 NOTICE OF GENERAL MEETING

a) A notice of a General Meeting shall specify the place, day and hour of the meeting and shall state the business to be transacted at the meeting.

b) Notice of every General Meeting shall be given to every Member entitled to receive notice. Notices shall be provided to the addresses appearing in the Club’s Register. No other person shall be entitled, as of right, to receive notices of General Meetings.

c) At least fourteen (14) days’ notice of a General Meeting shall be given to those Members entitled to receive notice, together with:

d) the agenda for the meeting; and