Constitution

JOHN LYNCH

President

Glen Forrest Sports Club Inc.

March 9 2019

The Rules of the Association of
Glen Forrest Sports Club Inc.

1. The name of The Club shall be Glen Forrest Sports Club Inc.

2. Objects:

(a) The principal objects are to establish, maintain and conduct a club for any sport and recreational activity and to support the recreational, social, sporting, cultural and community dimensions of that interest. These objects include the provision of facilities for the pursuit of literary, scientific, athletic, and professional and any other lawful purpose that provides benefits and enjoyment for the members of The Club.

(b) To borrow, raise or secure the payment of money for the purpose of The Club in such manner as the members think fit and to ensure the Club’s financial viability.

(d) To provide and maintain a clubhouse and sporting amenities for the use of the members.

(e) The property and income of The Club shall be applied solely towards the promotion of the objects of The Club and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.

3. Definitions

In reading this Constitution, unless the context or such otherwise indicates or requires:

(a) “The Club” means the Glen Forrest Sports Club Inc.

(b) “The Club Premises” means all land, building and structures thereon of which The Club is the bona fide occupier.

(c) “The Committee” means the Managing Committee for The Club, duly elected for the time being in accordance with these Rules.

(d) “Annual Meeting” means an Annual General meeting.

(e) “Special General Meeting” means a General Meeting as defined above, called in accordance with Rule 11 hereunder, at which only business that has been described in the notice may be transacted.

(f) “General Meeting” means the General meeting of The Club whether Annual or Special.

(g) “Month” means a calendar month.

(h) “Financial year” means from the first of July each year, until the following 30th of June.

(i) “The Act” means the Associations Incorporation Act 2015, its amendments and any other legislation that may come into force to replace or supplement this Act, and shall form part of these Rules.

(j) “Liquor Act” means the Liquor Control Act 1988, its amendments and any other legislation that may come into force to replace or supplement this Act, and shall form part of these Rules.

(k) “The By-Laws” means the codes of rules made and adopted by The Club in accordance with Rule 18(L).

4. Membership

The Club shall keep an up to date register of members in respect of Ordinary, Life, Junior, Corporate and Honorary members. This register must be continually available for inspection at The Club premises. Residential, postal, or email address can be nominated for the members register.

Membership of The Club shall consist of the following:

(a) Ordinary Member – Persons over 18 years of age.

(b) Life Member – the members may elect Persons who have rendered meritorious service to The Club as Life Members for such service.

(c) Junior Member - Persons under the age of 18 years may make application to The Club as a Junior Member, and if accepted, shall pay the prescribed subscription.
Persons granted this category of membership, will require a sporting affiliation, but shall have no voice in the management of The Club and shall not be entitled to hold any office or vote at any meeting of The Club.

This category of member may not propose or second any application for membership of The Club or have the authority to invite guests to The Club.

(d) Any Junior Member on attaining the age of 18 years, wishing to remain a member of The Club, shall be granted the appropriate club membership and shall pay the full subscription as set down from time to time.

(e) Temporary Member – a person who is on any day visiting The Club as a member or an official of another club (which includes people who are assisting a visiting club) -

(i) To engage in a pre-arranged event with The Club as per The Club’s objects; or

(ii) To hold a pre-arranged function at The Club involving the use of The Club’s sporting facilities.

(f) Reciprocal Member -
Is a visitor who is a full financial member of any like club in Western Australia or any Licensed Club located outside of Western Australia.

(g) Corporate Member –

(i) Organisations, restricted to senior management, conducting community or tourism related business in the Shire of Mundaring and the City of Swan and its surrounds that have made a contribution to The Club through business, sponsorship or donations.

(ii) Corporate membership will be restricted at any one time to a maximum 5% of the membership or as may be required by the liquor licensing authority.

(h) Honorary Member – Membership that may be granted to Club Patrons, Sponsors, Selected Government Officers and any other such persons as the committee may decide from time to time based on their relationship to The Club or community. Honorary membership will be restricted at any one time to a level deemed appropriate by the Committee or as may be suggested by the liquor licensing authority.

(i) Special Circumstances Member - Special Circumstances Member – any Ordinary, Life or Junior Member who, through absence, illness, financial difficulties, unemployment, physical disability or other distressful circumstances is unable to pay their full subscription but desires to retain participation with The Club. The Management Committee may relieve them of part of their liability but not so as to make their total liability less than one third of the applicable subscription.

Only Ordinary Members, Corporate Members and Life Members shall be allowed to vote. Temporary, Reciprocal, Provisional, Special Circumstance and Honorary Members shall not be entitled to vote.

Temporary, Reciprocal or Honorary Members shall not be entitled to be present at any meeting of the members of The Club, nor have any right, title or interest in or to any of the property of The Club, nor propose or second any candidate for admission as a member.

Temporary, Reciprocal and Honorary membership would be subject to withdrawal by any club official acting on the best interests of The Club.

5. Application to Become a Member

(a) Ordinary Member – Any person desiring to become such a member of The Club shall sign an application form provided and such form must bear the signatures of two members of The Club who are entitled to vote, as a proposer and seconder.

(b) No person shall be entitled to exercise any of the privileges of a member until they have paid all subscriptions due by them as set out in Rule 7(a).

(c) The Committee shall have the right to refuse to admit any person to membership without assigning any reason for doing so.

(d) On the election of each candidate, the Secretary shall notify the same to them, and they shall on payment of their subscription be enrolled as a Member of The Club, and become entitled to the privileges and be bound by its rules and by all consequences resulting from breach or non-performance thereof, and shall thereby absolve every person concerned in carrying out enforcing such rules from all personal responsibility or legal liability on such account.

(e) Life Member – A member may propose another member for Life Membership to the Committee in writing giving reasons that Life Membership should be granted. A General Meeting may, upon a 75% majority vote, confer Life Membership on a member who has rendered special and outstanding services to The Club. The holder of a Life Membership shall be entitled to all privileges of an ordinary member, be exempt from subscriptions but shall pay any levies and capitation fees.

6. Member’s Rights

(a) The rights and privileges of every member shall be personal and shall not be in any manner transferable by their own act or through any other person on their behalf or by operation of law, and on any member ceasing by death (or otherwise) to be a member all their interest shall go to the estate.

(b) The Committee may revoke the membership of any honorary, temporary or provisional member at any time without notice.

(c) Employees – Members who are employees of The Club are entitled to all the rights and privileges of membership excluding those rights concerned with the selection, election and holding of office with The Club.

(d) All members, upon successful registration, will be supplied with an electronic copy of The Club constitution or will be directed to obtain a copy of The Club constitution from The Club's website.

(e) Upon acceptance to membership, all members agree to be bound by The Club Code of Conduct.

(f) Guests – Ordinary, Corporate and Life Members are entitled to:

(i) Guests – any member of The Club shall be at liberty to invite guests to The Club, but the number of guests shall not exceed the maximum number as contained in Section 48(4)(b) of the Liquor Act.

(g) A member may hold private family and business functions without limit to number of guests, providing that the sale of liquor shall be:

(i) ancillary to a meal supplied at The Club by or on behalf of The Club to a member and to each of the guests of that member being guests of whose attendance was given prior notice to The Club.

(ii) to a member, for consumption by the guests of that member at a function held by or on behalf of that member at The Club.

(h) Functions – Ordinary, Corporate and Life Members are entitled to host functions on The Club premises after written application for said function has been considered and approved by the Committee. The Secretary will furnish the applicant with a written copy of Club rules relating to functions, after the application has been approved and any additional conditions and restrictions it shall see fit.

(i) The Club may seek an Extending Trading Permit - Associations to add local Associations as users of The Club facility to hold their functions.

(j) Upon request, a member is able to inspect Members Register, record of The Club's office holders and the Books of the Association free of charge at such time and place as is mutually convenient to the Association and the Member.

(k) Any Member is able to inspect the Members Register free of charge, at such time and place as is mutually convenient to The Club and the Member.

(i) A Member must contact the Secretary to request to inspect the Register.

(ii) The Member may make a copy of details from the Register but has no right to remove the Register for that purpose.

(iii) A Member may make a request in writing for a copy of the Register.

i. The Club may charge a reasonable fee to the Member for providing a copy of the Register, the amount to be determined by the Committee from time to time.

(iv) A Member must not use or disclose the information on the Register:

i. To gain access to information that a Member has deliberately denied them (that is, in the case of social, family or legal differences or disputes);

ii. To contact, send material to The Club or a Member for the purpose of advertising for political, religious, charitable or commercial purposes, or

iii. For any other purpose unless the use of the information is approved by the Committee and for a purpose:

1. That is directly connected with the affairs of The Club; or

2. Related to the provision of the information to the Commissioner in accordance with a requirement of the Act.

(v) The Committee may require a Member who requests a copy of the Register to provide a statutory declaration setting out the purpose of the request and declaring that the purpose is connected with the affairs of The Club.

7. Subscriptions

(a) The entrance fee and annual subscription of The Club shall be set by majority vote of the Management Committee prior to the commencement of the financial year. Notice of the fees and subscriptions shall be notified to the members, via The Club notice board.

(b) All subscriptions are due from the first day of July in each year and are payable in advance, on or before the date of the Annual General Meeting provided that the Committee shall not declare a member un-financial if at least half of the subscription is paid by the date of the AGM in the year current, and the balance by the 30th of September in the current year.

8. New Members

Subscriptions must be paid within two weeks of election and shall be paid as follows:

If elected between 1 July and 30 September – Full annual subscription

If elected between 1 October and 31 December – 75% annual subscription

If elected between 1 January and 31 March – 50% annual subscription

If elected between 1 April and 30 June – 25% annual subscription

9. Liability For Subscription

(a) Any member who does not notify the Secretary in writing before the date of the Annual Meeting of his/her withdrawal from The Club shall be liable for the subscription for the current club year.

(b) The Committee shall have the power by resolution to remove from the roll of members the name of any new member who fails to pay his/her subscription within two weeks from the date of his/her election.

(c) Any member whose subscription is in arrears after 30th September in each year shall cease to be a member, subject to 9 (d).

(d) A member who is considered by the Management Committee to be going through a genuine hardship may be eligible for consideration for their membership category to be converted to Special Circumstance membership as per Clause 4(j).

10. General Meetings – Annual General Meeting

The Annual General Meeting of members shall be held every calendar year within six months of after the end of The Club's financial year. Notice of the meeting and agenda items including special notices of motion must be posted on The Club notice board for 14 days before the date of the meeting for all members to read. Members who have provided an email address will also be emailed a copy of the notice. At this meeting a report shall be presented by the President on behalf of the Management Committee, and the Treasurer shall present The Club’s statement of accounts and balance sheet for the past year, duly audited and other business in accordance with these rules may be transacted.

Fifteen financial members shall constitute a quorum at a General Meeting or Special General Meeting. The Chairman of the meeting shall be the Club President or if not available a person nominated and elected by the members present.

In the case of insufficient members to form a quorum being present after 30 minutes following the advertised start time for an Annual General Meeting, said meeting will be automatically adjourned to re-convene at the same time seven days later and shall proceed with or without a quorum.

Only financial voting eligible members as per the constitution, will be permitted to vote on matters at the General Meeting.

The order of business at the Annual Meeting shall be as follows:

(a) Reading notice of meeting.

(b) Reading minutes of the last Annual Meeting and any other General Meeting not yet confirmed and confirming or amending same.

(d) Reading Statement of accounts and Balance Sheet to be received or otherwise.

(e) Election of Management Committee.

(f) Election of club Auditor.

(g) Special Business of which Notice of Motion has been given.

(h) Other Business.

11. General Meetings - Special General Meetings

The Management Committee may, at any time call a Special General Meeting by giving adequate notice on The Club notice board for all members to read. Members who have provided an email address will also be emailed a copy of the notice. A Special General Meeting shall also be called by the Management Committee on a requisition signed by no less than 5% of voting members stating in detail the purpose of the meeting. Notice of the meeting and a copy of the requisition shall be posted in the building for at least seven days before the date of the said meeting. Only business, of which notice shall have been given as above, or in accordance with these rules, shall be transacted at a Special General Meeting.

Fifteen members shall form a quorum. In the case of insufficient members to form a quorum being present after 30 minutes following the advertised start time for a Special General Meeting, said meeting will be automatically adjourned to re-convene at the same time seven days later and shall proceed with or without a quorum.

Only financial voting eligible members as per the constitution, will be permitted to vote on matters at the General Meeting.

12. Procedure for General Meetings

a. General Meetings may take place:

(i) where the Members are physically present together; or

(ii) where the Members are able to communicate by using any technology that reasonably allows the Member to participate fully in discussions as they happen in the General Meeting and in making any decisions, provided that the participation of the Member in the General Meeting must be made known to all other Members.

b. A Member who participates in a meeting as set out in rule 12(a)(ii):

(i) is deemed to be present at the General Meeting; and

(ii) continues to be present at the meeting for the purposes of establishing a quorum,

until the Member notifies the other Members that he or she is no longer taking part in the General Meeting.

13. General Provision

(a) No member shall be entitled to take any legal action against The Club (other than a claim for goods sold and delivered and services rendered) and must conform to the decisions of the Committee and in the case of an appeal, to the decision of the General Meeting to which he/she may appeal.

(b) These rules shall be the rules of The Club and the management committee’s interpretation shall be binding on members.

(c) Correct accounts and books shall be kept showing the financial affairs of The Club and the particulars usually shown in books of accounts of a like nature.

(d) No liquor shall be sold or supplied for consumption other than on The Club’s premises, unless the member purchasing it removes such liquor from the premises of The Club.

(e) The clubhouse and other club facilities is to be provided and maintained from the funds of The Club and no person shall be entitled under these rules to derive any benefit or advantage from The Club which is not shared equally by every member thereof.

(f) Rule 13(e) does not prevent:

i. the payment in good faith of remuneration to any officer, employee or Member in return for any services actually rendered to The Club or for goods supplied in the ordinary and usual course of business;

ii. the payment of interest at a rate not exceeding the prevailing market rate published by the Reserve Bank of Australia as the “Cash Rate Target” from time to time on money borrowed from any Member;

iii. the payment of reasonable and proper rent by The Club to a Member for premises leased by the Member to The Club; or

iv. the reimbursement of expenses incurred by any Member or any Committee Member on behalf of The Club.

v. The payment of an honorarium to Committee Members as determined by members by special resolution at an Annual or Special General meeting.

14. Election of Office Bearers

(a) The management of The Club shall be vested in a Management Committee consisting of [8] committee persons elected for a [1] year term.

(b) The annual election of officers shall be by ballot at each Annual General Meeting in the presence of the returning officer and two scrutineers elected by the members present at such meeting. Members unable to attend the meeting may lodge a vote on The Club approved ballot paper with the secretary at least 2 days prior to the meeting, having also recorded and signed an apology for the meeting on an outer sealed envelope that contains the sealed ballot paper. This approved ballot paper must be distributed directly to the member. All other votes shall be cast at the Annual General Meeting.

(c) Nominations for eight [8] individual positions on the Management Committee must be in writing signed by the proposer and nominee and must be in the hands of the Secretary not less than seven days before the Annual General Meeting. The nominations shall be exhibited on the notice board at least three days prior to the said meeting.

(d) In the case where no more than the required number of officers shall be nominated, those so nominated shall be declared elected.

(e) If there shall be insufficient nominations to fill the whole of the vacancies of the list of officers, those nominated shall be declared elected and shall have power to fill the vacancies and any casual vacancies that may occur.

15. Procedures at General Meeting

(a) The Chairperson shall have the casting vote only and shall decide all questions of order unless otherwise provided by these rules.

(b) All Notices of Motion for consideration at the Annual Meeting must be handed to the Secretary in writing no less than 14 days prior to the date set for said meeting and posted on the notice board in The Club House for 7 days before the meeting.

16. The Management Committee & Terms

(a) The Executive positions on the Management committee shall be President, Vice President, Secretary and Treasurer as elected at the AGM. The Manager of The Club may attend all Committee meetings to give their report and then leave at the discretion of the Committee.

(b) The quorum at all Committee meetings shall be 5 members.

I. where the Committee Members are physically present together; or

II. where the Committee Members are able to communicate by using any technology that reasonably allows the Committee Member to participate fully in discussions as they happen in the Committee Meeting and in making decisions, provided that the participation of the Member in the Committee Meeting must be made known to all other Members.

(d) A Committee Member who participates in a meeting as set out in rule 16(c)(II):

I. is deemed to be present at the Committee Meeting; and

II. continues to be present at the meeting for the purposes of establishing a quorum,

until the Committee Member notifies the other Committee Members that he or she is no longer taking part in the Committee Meeting.

(e) Committee meetings shall be held as a minimum bi-monthly. Special meetings may be called by the President, Secretary or on the request of three members of the Committee.

(f) The Management Committee is able to determine the distribution of Committee Meetings minutes, as detailed in the by-laws.

(g) If, without satisfactory explanation, any Committee person shall absent him/herself from three consecutive Committee meetings, his/her office shall be terminated forthwith unless the disqualification shall be dispensed with on a resolution of the Committee.

(h) All Members, or other guests, may attend Committee Meetings if invited by the Committee but the person shall not have any right to comment without invitation, or any right to vote, or to be provided with copies of any agenda, minutes of meetings, or documents presented to such meetings.

(i) No member of the Committee shall be held to have resigned his/her seat until his/her resignation, in writing, has been accepted by the Committee.

(j) Any vacancy occurring in the Committee may be filled at a meeting of the Committee when a member may be elected to fill such a vacancy until the next election provided the member elected at such Committee meeting shall hold office in the place of, and upon the same terms and conditions as their predecessor, had the latter continued in the office.

(k) The President shall preside at all meetings of the Committee of The Club and, in his/her absence the Vice President. Should neither be present, the meeting shall elect a Chairperson. All resolutions of the Committee shall be decided by a majority vote of all those present. In the case of equality of votes, the proposal before the Committee shall be decided in the negative. The President or, in his/her absence, the acting President shall be authorised to speak on behalf of The Club.

(l) Voting outside of meetings will only be allowed for the election of office bearers as detailed in 14(b).

(m) Any act performed by the Committee, a sub-committee or a person acting as a Committee Member is deemed to be valid even if the act was performed when:

I. there was a defect in the appointment of a Committee Member, subcommittee or person holding a subsidiary office; or

II. a Committee Member, a sub-committee member or a person holding a subsidiary office was disqualified from being a Member.

17. Ceasing to be a member of the Management Committee

(a) A casual vacancy occurs in the office of a Committee Member and that office becomes vacant if the Committee Member:

i. dies;

ii. ceases to be a Member;

iii. becomes disqualified from holding a position under rule 19(g) or 19(h) as a result of bankruptcy or conviction of a relevant criminal offence;

iv. becomes permanently incapacitated by mental or physical ill-health;

v. resigns from office under rule 16(i);

vi. is removed from office by resolution at a General Meeting of The Club if a majority of the Members present and eligible to vote at the meeting vote in favour of the removal. The Committee Member who faces removal from the Committee must be given a full and fair opportunity at the General Meeting to decide the proposed resolution, to state his or her case as to why the Member should not be removed from his or her position on the Committee. If all Committee Members are removed by resolution at a General Meeting, the Members must, at the same General Meeting, elect an interim Committee. The interim Committee must, within two months, convene a General Meeting of the Association for the purpose of electing a new Committee.

vii. is absent from more than:

A. three consecutive Committee Meetings without a good reason; or

B. three Committee Meetings in the same Financial Year without tendering an apology to the person presiding at each of those Committee Meetings,

(b) If the number of Committee Members is less than the number fixed under rule 16(b) as the quorum for Committee Meetings, the continuing Committee Members may act only to:

i. increase the number of Members on the Committee to the number required for a quorum; or

ii. convene a General Meeting of the Association.

18. Powers of the Committee

The business of The Club shall be managed by the Committee, who exercise all powers of The Club may except those required to be exercised by The Club at a General Meeting.

Without prejudice to the powers conferred by the last preceding rule, the Committee shall, subject to the by-laws, have power to do the following things:

(a) To purchase or otherwise acquire any books, newsletters or periodicals and dispose of them as it may see fit.

(b) To determine from time to time the conditions on which and time when, members may use the property of The Club or any part or parts thereof, and when and under what conditions the premises of The Club or any part or parts thereof, shall be used by members.

(c) To determine what person (if any) not being members of The Club shall be permitted to use the premises of The Club or any part or parts thereof and during what time and under what conditions and when and at what times and places and under what conditions such persons shall be supplied with refreshments and accommodation.

(d) To appoint any other officials or servants of The Club and to remove them as occasions may require at their discretion and to define their respective duties. Persons appointed to a paid position, as Club Manager, shall be engaged under a contract, award or classification of work in the Registered and Licensed Clubs Award (2010).

(e) To delegate (subject to such conditions as it thinks fit) any of its powers to sub committees consisting of such members of the Committee and other members of The Club co-opted for the purpose as it may determine and to make such regulations as to the proceedings of such sub committees as may be thought desirable.

(f) To regulate and control their own meeting and the transaction of business.

(g) To reimburse expenses of any servant of The Club for faithful and diligent service as deemed fit.

(h) In accordance with the rules, to suspend, or expel any member.

(i) To enter into or accept any lease or tenancy of the premises where on The Club shall conduct its affairs or of any furniture, goods and effects, which may be required for the use of The Club on such terms and on such conditions as The Club, may deem expedient.

(j) To take and defend all legal proceedings by or on behalf of The Club and to appoint all necessary Attorneys for any such purpose.

(k) To borrow, raise or secure the payment of money, and to sell and dispose of the assets of The Club.

(l) To make, alter and repeal by-laws not inconsistent with these rules regulation the use and management of The Club premises, the admission of members and the conduct of The Club and its affairs generally.

(m) To do and perform any other act, matters and things in connection with or relative to the management of The Club as shall not by these rules require to be done by The Club in General Meetings.

(n) To appoint such number of delegates to sporting bodies and associations with which The Club may from time to time be affiliated as may be required by the rules thereof and such delegates shall hold office in accordance with the rules of such sporting bodies and associations respectively.

(o) Every member of the Committee shall be indemnified against any loss, expenses or liability incurred by reason of any act or deed performed by him/her in good faith on behalf of the Committee and the Committee may use the funds of The Club for any such purpose required, together with any reasonable expenses incidental to Committee activities.

19. Role And Responsibilities Of Committee Members

(a) Obligations of the Committee

i. The Committee must take all reasonable steps to ensure The Club complies with its obligations under the Act and these Rules including ensuring the ongoing financial viability of the Club.

(b) Responsibilities of Committee Members

i. A Committee Member must exercise his or her powers and discharge his or her duties with a degree of care and diligence that a reasonable person would exercise in the circumstances.

ii. A Committee Member must exercise his or her powers and discharge his or her duties in good faith in the best interests of The Club and for a proper purpose.

iii. A Committee Member or former Committee Member must not improperly use information obtained because he or she is a Committee Member to:

I. gain an advantage for himself or herself or another person; or

II. cause detriment to The Club.

iv. A Committee Member or former Committee member must not improperly use his or her position to:

I. gain an advantage for himself or herself or another person; or

II. cause detriment to The Club.

(c) A Committee Member having any material personal interest, i.e.: financial or non-financial interests, in a matter being considered at a Committee Meeting must:

i. as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee;

ii. disclose the nature and extent of the interest at the next General Meeting of The Club; and

iii. not be present while the matter is being considered at the Committee Meeting or vote on the matter.

(d) Rule 19(c) does not apply in respect of a material personal interest that:

i. exists only because the Committee Member belongs to a class of persons for whose benefit The Club is established; or

ii. the Committee Member has in common with all, or a substantial proportion of, the members of The Club.

(e) The Secretary must record every disclosure made by a Committee Member under rule 19(c) in the minutes of the Committee Meeting at which the disclosure is made.

(f) No Committee Member shall make any public statement or comment or cause to be published any words or article concerning the conduct of The Club unless the person is authorised by the Committee to do so and such authority is recorded in the minutes of the Committee Meeting.

(g) No person shall be entitled to hold a position on the Committee if the person has been convicted of, or imprisoned in the previous five years for:

i. an indictable offence in relation to the promotion, formation or management of a body corporate;

ii. an offence involving fraud or dishonesty punishable by imprisonment for a period of not less than three months; or

iii. an offence under Part 4 Division 3 or section 127 of the Act;

unless the person has obtained the consent of the Commissioner.

(h) No person shall be entitled to hold a position on the Committee if the person is, according to the Interpretation Act section 13D, a bankrupt or a person whose affairs are under insolvency laws unless the person has obtained the consent of the Commissioner.

(i) The Club may pay a Committee Member’s travelling and other expenses as properly incurred:

(i) in attending Committee Meetings or sub-committee meetings;

(ii) in attending any General Meetings of The Club; and

(iii) in connection with The Club’s business.

(j) Committee Members must not receive any remuneration for their services as Committee Members other than as described at rule 19(a) (i) unless agreed to at an Annual General Meeting or Special General Meeting.

20. Chairperson

The Chairperson:

(a) must consult with the Secretary regarding the business to be conducted at each Committee Meeting and each General Meeting

(b) may convene special meetings of the Committee under rule 11

(d) may preside over General Meetings under rules 10 and 11

and

(e) must ensure that the minutes of a General Meeting or Committee Meeting are reviewed and signed as correct

21. Secretary

The Secretary must:

(a) co-ordinate the correspondence of The Club;

(b) consult with the Chairperson about all business to be conducted at meetings and convene General Meetings and Committee Meetings, including preparing the notices of meetings and of the business to be conducted at each meeting;

(d) maintain the register of the Members including the email, street or postal address of each member;

(e) maintain the record of office holders of The Club. Committee members may nominate a business address, post office box address or email address to be used in the record in place of their personal address;

(f) ensure the safe custody of the Books (with the exception of the Accounting Records) of The Club

(g) keep full and correct minutes of Committee Meetings and General Meetings; and

(h) perform any other duties as are imposed by these Rules or The Club on the Secretary.

(i) update the register within 28 days of new members, members resigning, and members suspended/expelled and in the latter case, needs to keep the date in which member ceases and reasons for cessation of membership.

22. Treasurer

The Treasurer must:

(a) Ensure that the Committee is fully informed on the Club’s financial viability.

(b) ensure all moneys payable to The Club are collected, and that receipts are issued for those moneys in the name of The Club;

(c) ensure the payment of all moneys referred to in rule 22(a) into the account or accounts of The Club as the Committee may from time to time direct;

(d) ensure timely payments from the funds of The Club with the authority of a General Meeting or of the Committee;

(e) ensure that The Club complies with the account keeping requirements in Part 5 of the Act;

(f) ensure the safe custody of the Financial Records of The Club and any other relevant records of The Club;

(g) coordinate the audit of the Financial Report of the Club prior to its submission to the annual general meeting of The Club;

(h) assist the reviewer or auditor (if any) in performing their functions; and

(i) perform any other duties as are imposed by these Rules or The Club on the Treasurer.

23. Sub-Committees

The Committee may delegate any of its powers to Sub-Committees consisting of such Ordinary Members as it thinks fit, provided that no act of any Sub-Committee shall be binding on the Committee or Club until ratified by the Committee. Such Sub- Committee must report to and be responsible to the Committee.

24. Auditors

There shall be an Auditor not a member of the Committee, who shall be elected at the Annual General Meeting. Such Auditor shall audit the accounts and have power at any time to call for all books, papers, accounts, etc. relating to the affairs of The Club. The Auditor shall be entitled to receive such remuneration as the Committee may from time to time determine. The Auditor must not be a member of The Club and must be a qualified accountant.

If any casual vacancy occurs in the office of any Auditor appointed by The Club, the Committee should fill the appointment until the next Annual General Meeting.

25. Alteration and Repeal of Rules

(a) No repeals of any existing rules and any new rules or alteration, amendments or suspensions of a rule shall be valid unless a motion therefore is carried by a three quarters majority of members present and voting at a General or Special General Meeting.

(b) Notices of motions to repeal, alter or suspend any rule shall be given to the Secretary at least 21 days preceding the Annual or Special General Meeting at which the motion shall be presented. The Secretary shall exhibit the proposal on The Club notice board at least fourteen days prior to such meeting.

(c) Within one month after the making of any amendment or addition to the rules of The Club, passed by special resolution, the Management Committee shall send or deliver a certified copy of the amendment or alteration to the Consumer Protection Division of The Department of Commerce. No effect will be given to the amendments without the approval of this Department. In addition, all amendments passed as a special resolution must be noticed to the Director of Liquor Licensing.

26. Suspension or Expulsion of Members

The Committee shall have the power to reprimand, suspend or expel any member of The Club.

The President, Committee or Approved Manager in receiving a complaint from the Approved Manager or Approved Bar Staff, of a member’s behaviour which is considered a serious breach of the Liquor Act or acceptable member behaviour or where police involvement is required, may suspend a member for a period of time until disciplinary action under clauses 26(c) & 26(d) can be taken.

The Committee is required to exempt any member of that Committee from hearing a charge in which he/she has an interest. If a responding member or a representative of the responding member does not attend within 30 minutes of the time stated on the hearing notice, the hearing may start without that member or his/her representative and determination will be made at the hearing.

The Committee shall apply the power to reprimand, suspend or expel any member of The Club who:

(a) Fail in the observance or commit any breach of any rule of The Club, members Code of Conduct], or any by-law of The Club or of any order or direction of the Management Committee or of any General Meeting.

(b) In the sole judgement of the Management Committee have been guilty in or out of The Club’s premises of any act, conducted matter or thing calculated to bring discredit on The Club or its members, or to impair or affect the enjoyment of The Club by other members.

(c) Any member charged with misconduct as above shall be furnished with a written copy of the charge and summoned before the Management Committee with no less than 7 days notice. The Management Committee, shall after hearing the accuser and accused and taking such evidence as they may consider proper, if they find the charge proved, inflict a penalty of suspension from all or any of the privileges of membership. If the Management Committee considers that on a charge of gross misconduct, suspension as above is insufficient, they may call on the member to resign, and if he/she neglects to resign within 10 days they may declare him/her to be expelled. If a Member is suspended or expelled under rule 26(c), the person may appeal the Committee’s decision by giving written notice to the Secretary within 14 days of receiving notice of the Committee’s decision under rule 26(c). The member may also request the appointment of a mediator under rule 27.2(c)(ii) and 27.2(d).

(d) Members are not permitted to have legal representation attend any disciplinary matters but may bring another member to act in a support capacity only.

27. Resolving Disputes

27.1 Disputes Arising under the Rules

(a) This rule applies to:

(i) Disputes between Members; and

(ii) Disputes between The Club and one or more Members that arise under the rules or relate to the rules of The Club. This does not include disciplinary matters undertaken with club members, which are covered only under section 26 of The Club constitution.

(b) The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.

(c) If the parties are unable to resolve the dispute, any party to the dispute may initiate a procedure under this rule by giving written notice to the Secretary of the parties to, and details of, the dispute.

(d) The Secretary must convene a Committee Meeting within 28 days after the Secretary receives notice of the dispute under rule 27.1(c) for the Committee to determine the dispute.

(e) At the Committee Meeting to determine the dispute, all parties to the dispute must be given a full and fair opportunity to state their respective cases orally, in writing or both.

(f) The Secretary must inform the parties to the dispute of the Committee’s decision and the reasons for the decision within 7 days after the Committee Meeting referred to in rule 27.1(e).

(g) If any party to the dispute is dissatisfied with the decision of the Committee they may elect to initiate further dispute resolution procedures as set out in the Rules.

27.2 Mediation

(a) This rule applies:

(i) where a person is dissatisfied with a decision made by the Committee under rule 26(c) or 27.1(f); or

(ii) where a dispute arises between a Member or more than one Member and The Club and any party to the dispute elects not to have the matter determined by the Committee.

(b) Where the dispute relates to a proposal for the suspension or expulsion of a Member this rule does not apply until the procedure under rule 26(c) in respect of the proposed suspension or expulsion has been completed.

(c) If the parties to a dispute are unable to resolve the dispute between themselves within the time required by rule 27.1(b), or a party to the dispute is dissatisfied with a decision made by the Committee under rule 27.1(g) a party to a dispute may:

(i) Provide written notice to the Secretary of the parties to, and the details of, the dispute;

(ii) Agree to, or request the appointment of, a mediator.

(d) The party, or parties requesting the mediation must pay the costs of the mediation.

(e) The mediator must be:

(i) a person chosen by agreement between the parties; or

(ii) in the absence of agreement:

A. if the dispute is between a Member and another Member – a person appointed by the Committee; or

B. if the dispute is between a Member or more than one Member and The Club, the Committee or a Committee Member then an independent person who is a mediator appointed to, or employed with, a not for profit organisation.

(f) A Member can be a mediator, but the mediator cannot be a Member who is a party to the dispute.

(g) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(h) The parties are to exchange written statements of the issues that are in dispute between them and supply copies to the mediator at least 5 days before the mediation session.

(i) The mediator, in conducting the mediation, must:

(i) give the parties to the mediation process every opportunity to be heard;

(ii) allow all parties to consider any written statement submitted by any party; and

(iii) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

(j) The mediator must not determine the dispute and the mediation must be confidential. Information provided by the parties in the course of the mediation cannot be used in any other legal proceedings that may take place in relation to the dispute.

27.3 Inability to Resolve Disputes

If a dispute cannot be resolved under the procedures set out in the Rules, any party to the dispute may apply to the State Administrative Tribunal to determine the dispute in accordance with the Act or otherwise at law.

27.4 Reinstatement of a Member

If the Committee’s decision to suspend or expel a Member is revoked under these Rules, any act performed by the Committee or Members in General Meeting during the period that the Member was suspended or expelled from Membership under rule 26(c), is deemed to be valid, notwithstanding the Member’s inability to exercise their rights or privileges of Membership, including voting rights, during that period.

27.5 When a Member is Suspended

(a) If a Member’s membership is suspended under rule 26(c), the Secretary must record in the Register:

(i) the name of the Member that has been suspended from membership;

(ii) the date on which the suspension takes effect; and

(iii) the length of the suspension as determined by the Committee under 26(c)

(b) A Member that has been suspended under rule 26(c) cannot exercise any rights or privileges of membership, including voting rights, during the period they are suspended from membership.

(c) Upon the expiry of the period of a Member’s suspension, the Secretary must record in the Register that the Member is no longer suspended.

28. Supply of Liquor – Liquor Act to be observed

Liquor Act

(a) The Club shall ensure a Duty Manager is on the licensed premises for the purposes of observing liquor licensing requirements and regulations, as required under the Liquor Act.

(b) The Club shall be open for sale of liquor during such hours as The Committee shall from time to time determine and as permitted under the Liquor Act.

(d) The club may allow visitors into the premises, as per the requirements of the Liquor Act.

(i) Visitors shall not be entitled to be present at any meeting of the members of The Club, nor have any right, title or interest in or to any of the property of The Club.

(ii) Visitors will be subject to withdrawal by any club official, including bar persons, acting on the best interests of The Club.

(iii) an up-to-date register of visitors must be continually available for inspection at The Club premises by authorised officers.

(e) The Club may seek an Extending Trading Permit – Associations to add local Associations as users of The Club facility to hold their functions.

29. Common seal

The Club shall have a common seal, which shall be kept in the custody of the Secretary and shall not be affixed to any document except by the authority of The Committee and in the presence of one member of the committee. Any document to which the seal is affixed shall be countersigned by the Secretary or an officer appointed by the management committee for that purpose.

The Club may execute a document without using a common seal if the document is signed by:

(i) any two Committee Members; or

(ii) one Committee Member and a person authorised by the Committee.

30. Dissolution of The Club

(a) The Club may cease its activities and have its incorporation cancelled in accordance with the Act if the Members resolve by Special Resolution that The Club will:

(i) apply to the Commissioner for cancellation of its incorporation; or

(ii) appoint a liquidator to wind up its affairs.

(b) The Club must be wound up under rule 30(a)(ii) and Part 9 of the Act before cancellation can take place if it has outstanding debts or any other outstanding legal obligations, or is a party to any current legal proceedings.

(i) an incorporated association under the Act;

(ii) a body corporate that at the time of the distribution is the holder of a licence under the charitable collections legislation in Western Australia;

(iii) a company limited by guarantee that is registered as mentioned in section 150 of the Corporations Act 2001 (Cwth);

(iv) a company holding a licence that continues in force under section 151 of the Corporations Act 2001(Cwth);

(v) a body corporate that:

A. is a member or former member of The Club; and

B. at the time of the Surplus Property is distributed, has rules that prevent the property being distributed to its members;

(vi) a trustee for a body corporate referred to in rule 29(c)(v); or

(vii) a co-operative registered under the Co-operatives Act 2009 that, at the time of the distribution, is a non-distributing co-operative as defined in that Act.