Freshwater

 Softball Club Incorporated

INC. 98778310

 

 

 

Constitution

2003-6

 

 

The rules of Freshwater Softball Club Incorporated are amended in accordance with Section 11 and contain those matters specified in Schedule 1 of the Associations Incorporation Act, 1984.

 

_____________________________________                         _____________________

 

Flora VAN DER HEIDE                                                                   Date:               5 May 2003

President

 

1. CHARTER

 

(1)           Aim / mission

Freshwater Softball Club aims to promote the game of softball within the community whilst supporting our sponsors.

(2)           Objectives

Teams will compete in softball competition with dedication, abiding by all the rules of softball whilst also abiding by the rules of Manly Warringah Softball Association.

(3)           Goals

All players & officials will enjoy participating in both competition & social activities. Players will benefit from exercise and develop new softball skills. Players & officials will participate in a spirit of good sportsmanship. All players & officials are encouraged to qualify in umpiring, coaching and scoring by attending courses run by M.W.S.A.

 

2. MEMBERSHIP

(1)          A qualified member of Freshwater Softball Club (FSC) will include:

A.         all players who are deemed financial  by the committee;

B.         all officials who are registered with FSC; &

C.         any member not expelled from the club.

(2)          Nomination for membership

A.     The appropriate registration forms must be completed & signed for the season in question. Forms & fee payment are to be lodged with the club registrar via their team manager.

B.     A patron shall be nominated, at an annual general meeting, and hold that title until he / she chooses to resign. The patron cannot be an office-bearer on the committee. The duty of the patron is to promote the aims, objectives and goals of FSC.

(3)          Cessation of membership

Membership ceases when the committee no longer deems a member financial or when a member is expelled from the club.

(4)          Membership entitlements

Membership entitlements are not transferable to another person.

(5)          Resignation of membership

A member who resigns is only entitled to a fees refund if they have not played a competition game.

(6)          Register of members

A.     Register of members is to be held by the president unless club registrar duties are designated to another committee member. The register is to be updated annually.

B.     Register of members is available to team managers (free of charge) at any time on request. It is not available to other club members unless there is a legitimate softball reason for doing so.

(7)          Fees and subscriptions

A.     Membership fees are to be determined by the committee on a seasonal basis in accordance with MWSA requirements.

B.     Players fee payment must be received within 28 days of registration & before players take the diamond or participate in training (as required for insurance coverage).

C.     Membership fees for club patron and team officials will be borne by FSC.

D.     Fees are non-refundable if that person has played any competition games (except under extenuating circumstances as designated by MWSA).

(8)          Members’ liabilities

A.     Members liability is restricted to the amount, if any, unpaid by that member in respect of membership of FSC.

B.     Players & officials must wear protective equipment as set out by M.W.S.A. at all games and training.

(9)          Resolution of internal disputes

Disputes between members must be directed in writing to the committee. The matter will be dealt with on a case-by-case basis. Members will be notified of any decisions personally & officially in writing within 7 days.

(10)      Disciplining of members

A.         A complaint may be made to the committee against a member who has broken these rules. On receiving such a complaint, the committee:

(i)              must notify the member concerned; and

(ii)            must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint, and

(iii)           must take into consideration any submissions made by the member in connection with the complaint.

B.         The committee may, by resolution, expel or suspend the member from FSC if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.

C.         If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member's right of appeal under rule 2(11).

D.         The expulsion or suspension does not take effect:

(i)              until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or

(ii)            if within that period the member exercises the right of appeal, unless and until FSC confirms the resolution under rule 2(11(D)),

whichever is the later.

(11)      Right of appeal of disciplined member

A.         A member may appeal against a resolution of the committee under rule 2(10), within 7 days of receiving notice, by lodging a notice to that effect with the secretary.

B.         The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to reply for the purposes of the appeal.

C.         On receipt of a notice from a member under clause (A), the secretary must notify the committee, which is to convene a general meeting of FSC to be held within 28 days after the date on which the secretary received the notice.

D.         At a general meeting of the association convened under clause (C):

(i)              no business other than the question of the appeal is to be transacted, and

(ii)            the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and

(iii)           the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

E.          If at the general meeting the FSC passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

 

3. Committee (Board)

(1)           Powers of the committee

The committee:

A.         is to control and manage the affairs of FSC, and

B.         may exercise all functions as required by the rules, and

C.         has power to do all things the committee deem to be necessary or desirable for the proper management of FSC, and

D.         is to ensure that all outgoing correspondence is counter-signed by the president and secretary.

(2)           Constitution and membership

A.     The committee is to consist of:

(i)              the office-bearers of FSC, and

(ii)            1 team representative per team.

B.     The office-bearers of FSC are to be:

(i)              the president,

(ii)            the treasurer, and

(iii)           the secretary.

Office-bearers are to be elected at the annual general meeting of FSC under rule 3(3). Office-bearers are also encouraged to be team representatives.

C.     Team representative committee positions are considered casual vacancies until the commencement of the next season.

D.     Each member of the committee is to hold office for 12 months (with a maximum of 3 years in succession), but is eligible for re-election at the next annual general meeting.

E.      In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of FSC to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.

(3)           Election of members

A.     Nominations of candidates for election as office-bearers:

(i)              must be made in writing, signed by 2 members of FSC and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and

(ii)            must be delivered to the secretary of FSC at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

B.     Current office-bearers may stand for re-election without written nomination to a total of 3 years service unless insufficient nominations are received.

C.     If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.

D.     If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.

E.      If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.

F.      If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.

G.     The ballot for the election of office-bearers is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

(4)           Secretary

A.     The Secretary of FSC must, as soon as practicable after being appointed as secretary, lodge notice with FSC of his / her address.

B.     It is the duty of the secretary to keep minutes of:

(i)              all committee position appointments,

(ii)            the names of members in attendance at meetings, and

(iii)           minutes of meetings.

C.     It is also the duty of the secretary to act as public officer and must, as soon as practicable after being appointed as secretary, lodge notice with the Department of Fair Trading.

D.     Minutes of meetings must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

(5)           Treasurer

It is the duty of the treasurer of FSC to ensure:

A.     that all money due to FSC is collected and received and that all payments authorised by FSC are made, &

B.     that correct books and accounts are kept showing the financial affairs of FSC, including full details of all receipts and expenditure connected with the activities of FSC.

C.     that assets purchased by FSC remain the property of FSC.

(6)           Casual vacancies

A casual vacancy on the committee occurs if a committee member:

A.     dies, or

B.     ceases to be a member of FSC, or

C.     becomes an insolvent under administration within the meaning of the Corporations Law, or

D.     resigns office by notice in writing given to the secretary, or

E.      is removed from office under rule 3(7), or

F.      becomes a mentally incapacitated person.

(7)           Removal of member

A.     FSC in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

B.     If a member of the committee to whom a proposed resolution referred to in clause (A) relates makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representation be notified to the members of FSC, the secretary or the president may send a copy of the representations to each member of FSC or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

(8)           Meetings and quorum

A.     The committee must meet at least 2 times in each period of 12 months.

B.     Additional meetings of the committee may be convened.

C.     Notice of a committee meeting must be given to each committee member by the secretary.

D.     Notice of a special general meeting must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting.

E.      Any 3 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.

F.      No business is to be transacted by the committee unless a quorum is present.

G.     At a meeting of the committee:

(i)              the president is to preside, or

(ii)            if the president is absent or unwilling to act, one of the remaining committee members may be chosen to preside by the members present at the meeting.

(9)           Delegation by committee to sub-committee

A.     The committee may delegate a specific exercise, to one or more sub-committees (consisting of 1 committee member & as many club members as the committee thinks fit).

B.     Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.

C.     A sub-committee may meet and adjourn, as it thinks proper.

(10)       Voting and decisions

A.     Questions arising at a committee meeting are to be determined by a majority of the votes of those present at the meeting.

B.     Each team is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

C.     Subject to a quorum being present, the committee may act despite any vacancy on the committee.

D.     Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.

 

4. General meetings:

(1)           Holding of Annual General Meetings

A.     FSC must convene an annual general meeting (AGM) of its members at least once in each calendar year and within the period of 6 months after the expiration of each financial year of FSC.

B.     Clause (A) has effect subject to any extension or permission granted by the Director-General under section 26(3) of the Act.

(2)           Calling of and business at AGM’s

A.     The AGM of FSC is, subject to the Act and to rule 4(1), to be convened on such date and at such place and time as the committee thinks fit.

B.     The business of an AGM is to include the following:

(i)              to confirm the minutes of the last preceding AGM and of any special general meeting held since that meeting,

(ii)            to receive from the committee reports on the activities of FSC during the last preceding financial year,

(iii)           to elect office-bearers of FSC of the committee,

(iv)          to receive and consider the statement which is required to be submitted to members under section 26(6) of the Act.

C.     An AGM must be specified as such in the notice convening it.

(3)           Special general meetings – calling of

A.     The committee may, whenever it thinks fit, convene a special general meeting of FSC.

B.     The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of FSC.

C.     A requisition of members for a special general meeting:

(i)              must state the purpose(s) of the meeting, and

(ii)            must be signed by the members making the requisition, and

(iii)           must be lodged with the secretary, and

(iv)          may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

D.     If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

E.      A special general meeting convened by a member or members as referred to in clause (D) must be convened in the same manner as general meetings are convened by the committee and any member who consequently incurs expenses is entitled to be reimbursed by FSC for any expense so incurred.

(4)           Notice

A.     Except in case of a special resolution of FSC, the secretary must, at least 14 days before the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

B.     If a special resolution of FSC is required, the secretary must, at least 21 days before the general meeting, cause notice to be given to each member specifying, in addition to the matter required under clause (A), the intention to propose the resolution as a special resolution.

C.     No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an AGM, business which may be transacted under rule 4(2(B)).

D.     A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.

(5)           Procedure

A.     No business is to be transacted at a general meeting unless a quorum entitled to vote is present.

B.     Five members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

C.     If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:

(i)              if convened on the requisition of members, is to be dissolved, &

(ii)            in any other case, is to stand adjourned to the following week.

D.     If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) is to constitute a quorum.

(6)           Presiding member

A.     The president is to preside as chairperson at each general meeting of FSC.

B.     If the president is absent or unwilling to act, those present must elect one of them to preside as chairperson at the meeting.

(7)           Adjournment

A.     The chairperson of a general meeting may adjourn the meeting, but no business is to be transacted at an adjourned meeting other than the unfinished business.

B.      If a general meeting is adjourned for 14 days or more, the secretary must give notice of the adjourned meeting to each member of FSC stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

C.     Notice of business to be transacted at an adjourned meeting is not usually required to be given, except as in clauses (A) and (B).

(8)           Making of decisions

A.     Voting is to be determined by a show of hands unless a poll is demanded. A results declaration or an entry to that effect is to be minuted.

B.      At a general meeting of FSC, a poll may be demanded by the chairperson or by at least 3 members present in person or by proxy at the meeting.

C.     If a poll is demanded at a general meeting, the poll must be taken;

(i)              immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment, or

(ii)            in any other case, in such manner and at such time before the close of the meeting as the chairperson directs,

and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

(9)           Special resolution

A resolution of FSC is a special resolution if it is passed by a majority present or by proxy at a general meeting.

(10)       Voting

A.     On any question arising at a general meeting of FSC a member has one vote only.

B.     All votes must be given personally or by proxy but no member may hold more than 5 proxies.

C.     In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

D.     A member or proxy is not entitled to vote at any general meeting unless the committee deems them financial.

(11)       Appointment of proxies

A.     Each member is to be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

B.     The notice appointing the proxy is to be in the form set out in Appendix 1 to these rules.

 

5. Insurance:

(1)           FSC must effect and maintain insurance under section 44 of the Act.

(2)           In addition to the insurance required under clause (1), FSC may effect and maintain other insurance.

 

6. Funds

(1)           Source

A.     The funds of FSC are to be derived from registration fees, annual sponsorship and any fund raising activities the committee sees fit.

B.     All money received by FSC must be deposited as soon as practicable and without deduction to the credit of FSC’s bank account.

C.     FSC must, as soon as practicable after receiving any money, issue an appropriate receipt.

(2)           Management

A.     Funds are to be used in pursuance of the objects of FSC in such manner as the committee determines.

B.     All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee, being authorised to do so by the committee.

 

7. Alteration of objects and rules

The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of FSC.

 

8. Common seal

(1)           The common seal of FSC must be kept in the custody of the public officer or treasurer.

(2)           The common seal must not be affixed to any instrument except by the authority of the committee. The affixing of the common seal must be attested by the signatures of 2 members of the committee.

 

9. Books

(1)           Custody of

See duties of office-bearers under rules 3(4) & 3(5).

(2)           Inspection of

The records, books and other documents of FSC must be open to inspection, free of charge, by a member of FSC at any reasonable hour.

 

10. Service of notices

(1)           For the purpose of these rules, a notice may be served on or given to a person:

A.     by delivering it to them personally, or

B.     by sending it by pre-paid post to the address of the person, or

C.     by sending it by facsimile or some other form of electronic transmission to an address specified by the person for giving or serving the notice.

(2)           For the purpose of these rules, a notice is taken, unless the contrary is proved, to have been given or served:

A.     in the case of a notice given or served personally, on the date on which it is received by the addressee, and

B.     in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and

C.     in the case of a notice sent by facsimile or some other form of electronic transmission, on the date it was sent, or if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revised:         April 2003                                                                                Next due:        2006

 

Appendix 1

Rule 4 (11(B))

 

FORM OF APPOINTMENT OF PROXY

 

 

I,………………………………..of …………………………………………………….

(full name)                                                        (address)

 

being a member of FRESHWATER SOFTBALL CLUB INCORPORATED (FSC)

(name of incorporated association)

 

hereby appoint   …………………………………… of ……………………………….

(full name of proxy)                         (address)

 

being a member of FSC, as my proxy to vote for me on my  behalf at the general meeting of FSC (annual general meeting or special general meeting, as the case may be) to be held on the

 

………….day of…………………..

                               (month and year)

 

and at any adjournment of that meeting.

 

*   My proxy is authorised to vote in favour of/against (delete as appropriate) the resolution (insert details).

 

*   to be inserted if desired.

 

………………………………………………

Signature of member appointing proxy

 

Date…………………………………………...

 

 

NOTE:   A proxy vote may not be given to a person who is not a member of FSC.