Rules of Association Yokine Archery Club Inc.
Rules of the Association Yokine Archery Club Inc.
Rules of Association
Index
1. Name Page 3 2. Definitions Page 3 3. Objective of the Association Page 5 4. Powers of the Association Page 5 5. Membership of the Association Page 5 6. Register of Members of Association Page 7 7. Fees for Members of Association Page 8 8. Membership Rights and Liability Page 8 9. Termination of Membership of the Association Page 9 10.Suspension or Expulsion of Membership of Association Page 9 11.The Board Page 10
12.President and Vice President Page 12 13.Secretary Page 12 14.Treasurer Page 12 15.Coaching Coordinator Page 13 16.Additional positions Page 13 17.Casual Vacancies Page 13 18.Proceeding of the Board Page 14 19.General Meeting Page 14 20.Quorum and proceeding at General meetings Page 16 21.Special Resolution Page 17 22.Minutes of the meeting of the Association Page 17 23.Voting rights of Members of Association Page 17 24.Voting Page 18 25.Rules of Association Page 18 26.By-Laws of the Association Page 18 27.Authority of Association and Common Seal Page 19 28.Inspection of Records of the Association Page 19 29.Disputes and Mediation Page 19 30.Distribution of surplus property on winding up of Association Page 20
YAC constitution 2019 Page 2 of 20
Rules of the Association Yokine Archery Club Inc.
1. Name of Association
The name of the Association is Yokine Archery Club Inc., shooting as “Yokine Archers”.’
2. Definitions
In these Rules unless the contrary intentions appears:
AA refers to the association Archery Australia;
Annual General Meeting or AGM is the meeting convened under Rule 19.1(b); Associate Member a person considered an Associate Member under rule 8.2; AWA refers to the association Archery Western Australia;
Board means the management group elected or appointed as per Rule 11;
Board Member means a person referred to in paragraph a), b), c), d) or e) of Rule 11; Board Meeting means a meeting referred to in Rule 18;
By-Laws means any by-laws implemented in accordance with Rule 26 as varied or amended in accordance with Rule 25;
Committee a sub-section of the Board designed to handle a specific function; convene means to call together for a formal meeting;
Department means the government department with responsibility for administering the Association Incorporation Act (1987);
financial year means a period commencing 1 July and ending on 30 June the following year;
Fit and Proper Person means a person of good integrity and character and who has not, in the last 5 years:
a) been convicted of an offence under the Act that is punishable by imprisonment for more than 12 months;
b) been convicted of an offence involving dishonesty that is punishable by imprisonment for at least 3 months;
c) been convicted on an offence against the law of a foreign country that is punishable by imprisonment for more than 12 months;
d) been expelled from any other shooting association.
General Meeting means a meeting to which all Members are invited;
Honorary Member a person who is considered an Honorary Member in accordance with rule 8.3;
YAC constitution 2019 Page 3 of 20
Rules of the Association Yokine Archery Club Inc.
Member means a Member of the Association;
Ordinary Resolution means a resolution other than a Special Resolution; Poll meaning voting conducted in written from (as opposed to a show of hands);
Shooting Member a person who is considered an Shooting Member in accordance with Rule 8.1;
Special General Meeting means a general meeting other than the annual general meeting as defined in Rule 19;
Special Resolution has the meaning given by section 51 of the Act, that is:
A resolution is a Special Resolution if it is passed by a majority of not less than three fourths of the Members of the association who are entitled under the rules of the association to vote and vote in person or, where proxies or postal votes are allowed by the rules of the association by proxy or postal vote, at a general meeting of which notice specifying the intention to propose the resolution as a Special Resolution was given in accordance with those rules.
At a meeting at which a resolution proposed as a Special Resolution is submitted, a declaration by the person presiding that the resolution has been passed as a Special Resolution shall be evidence of the fact unless, during the meeting at which the resolution is submitted, a poll is demanded in accordance with the rules of the Association or, if the rules do not make provision as to the manner in which a poll may be demanded, by at least 3 Members of the association present in person or, where proxies are allowed, by proxy.
If a poll is held, a declaration by the person presiding as to the result of a poll is evidence of the matter so declared;
Rule means these Rules of Association;
The Act means the Associations Incorporation Act 2015, as amended from time to time; The Association means the Association referred to in Rule 1;
The Chairperson means in relation to the proceedings at a Board Meeting or General Meeting, the person presiding at the Board Meeting or General Meeting in accordance with Rule 12;
The Commissioner means the Commissioner for Consumer Protection exercising powers under the Act;
The President means the person referred to in paragraph (a) of Rule 11 (1) ;
YAC constitution 2019 Page 4 of 20
Rules of the Association Yokine Archery Club Inc.
The Secretary means the Secretary referred to in paragraph (c) of Rule 11 (1); The Treasurer means the Treasurer referred to in paragraph (d) of Rule 11 (1); The Vice-President means the Vice-President referred to in paragraph (b) of Rule 11(1)
3. Objectives of Association
3.1.The objectives and purpose of the Association are to
a) To Promote and encourage the sport of Archery in Western Australia
b) Promote sportsmanship, safety, good health, fitness and wellbeing.
c) Encourage Members to achieve their upmost potential in the sport and be competitive in both local, national and international events.
d) Promote and comply with AA, AWA and any other or affiliated Associations Rules and Regulation.
3.2.All property and income of the Association will be applied solely towards the objectives of the Association. No part of the property or income may be paid or distributed to Members unless it is in promotion of the Associations objectives.
4. Powers of Association
4.1.The powers conferred on the Association are the same as those conferred by section 13 of the Act, so that subject to the Act and any additions, exclusions or modifications inserted below, the Association may do all things necessary or convenient for carrying out its objects and purposes, and in particular, may:
a) acquire, hold, deal with, and dispose of any real or personal property;
b) open and operate bank accounts;
c) invest its money –
i). in any security in which trust monies may lawfully be invested; or
ii). in any other manner authorised by the Rules;
d) borrow money upon such terms and conditions as the Association thinks fit e) give such security for the discharge of liabilities incurred by the Association as the Association thinks fit;
f) appoint agents to transact any business of the Association on its behalf; g) enter into any other contract it considers necessary or desirable;
h) act as trustee and accept and hold real and personal property upon trust, but does not have power to do any act or thing as a trustee that, if done otherwise than as a trustee, would contravene this Act or the rules of the Association;
i). appoint, employ and dismiss either paid or unpaid staff as required and, on such terms, and conditions as the Board thinks fit; and
ii). do all such other things as the Board may deem to be necessary, incidental or conducive to the attainment of the objects of the Association or the exercise of the above powers.
5. Membership
5.1.Classes of Membership
The membership of the Association consists of the following categories:
YAC constitution 2019 Page 5 of 20
Rules of the Association Yokine Archery Club Inc.
a) Shooting Member, a person who has clearance to shoot as a Member of the Association and represent the Association in competition;
b) Non-Shooting Member, a person who wishes to be a Member of the association but does not wish to have clearance to shoot;
c) Honorary Member, a person who through exceptional service is considered a Member of the Association, does not have clearance to shoot.
5.2.Only One Class of Membership
A Member may belong to only one class of membership at any one time. 5.3.Eligibility– General
To be eligible for membership of the Association, a prospective Member must a) Support the objectives of the Association;
b) Be at least 10 years of age
c) Must complete membership induction in accordance with Rule 5.5;
a) Must otherwise be eligible in accordance with Rule 5.4 for one of the membership classes listed in Rule 5.1.
5.4. Eligibility – Specifically
a) Eligibility for Shooting Members
(i) Meet the minimum skill requirements in order to be a safe shooter, assessed by 2 Members of the Board .
(ii) If under 18 years of age, have the written consent of a parent.
(iii) Be a Fit and Proper Person.
(iv) Must also apply to be a Member of AA and AWA and be granted AA and AWA membership within 6 months of application.
b) Eligibility for Associate Member
(i) If under 18 years of age, have the written consent of a parent.
(ii) Be a Fit and Proper Person.
(iii) Must also apply to be a Member of AA and AWA and be granted AA and AWA membership within 6 months of application.
c) Eligibility for an Honorary Member
(i) Be 18 years of age or older
(ii) Complete at least 12 months of regular volunteer service, be nominated in a general meeting in which a quorum is present and achieve a majority of present Members approval of the appointment in a vote.
(iii) Be a Fit and Proper person
5.5. Applications for Membership
A person who wishes to become a Member (Applicant) must:
a) Complete the application forms provided by the Association; and
b) Be approved by 50% or more of the Board
c) Complete an induction interview with a Member of the Board.
5.6. Consideration of Application
a) The Board must consider each applicant made under Rule 5.5. In considering the Board may:
(i) Reject any application not made in accordance with Rule 5.5;
(ii) Request clarification or further information on any of the information require the current application form approved by the Board and suspend judgement until the information is provided;
YAC constitution 2019 Page 6 of 20
Rules of the Association Yokine Archery Club Inc.
(iii) Accept or reject any Application in its absolute discretion without any requirement of providing any reasons for such decisions to any Applicant or the Members; b) The Board shall notify an Applicant as to whether their Application has been accepted or rejected.
c) An Applicant whose Application for membership of the Association is rejected under Rule 5.6(a) must if he or she wishes to appeal against that decision, give notice to the Secretary of his or her intention to do so within a period of 7 days from the date the Applicant is advised of the rejection.
d) When notice is given under Rule 5.6(c), the Association must, in a General Meeting no later than the next AGM either confirm or set aside the decision of the Board to reject the Application, after having afforded the Applicant, and/or the Applicant’s
representative, who gave that notice a reasonable opportunity to be heard by, and/or make representations in writing to, the Association in the General Meeting.
e) In the case where an Application is ultimately rejected having regard to any appeal then any fee paid by an Applicant must be refunded to that Applicant in full.
5.7. Renewing Memberships
a) All Members are required to renew their membership annually in accordance with this Rule 5.7 based on a membership year that shall commence with the Member’s anniversary date (being the date the Board originally approved their membership).
b) To renew a membership, a Member must pay the relevant subscription fee to the Association within the timeframe set out by the Association in Rule 7.3
c) The Member, after paying the relevant Member fees as set out in Rule 7.1, shall be considered a Member and entitled to all membership rights as set out in Rule 8. d) The Board may refuse to accept the Member’s ability to renew their membership if the membership fees are not paid within the timeframe as set out in Rule 7.3
e) A renewing Members membership may be considered in the same manner as set out in Rule 5.6 if deemed necessary by the Board, in this case the renewal shall be considered the ‘Application’ and the Member the ‘Applicant’.
f) If a Members renewal is reject the Member may appeal and if ultimately rejected have their Membership fee refunded.
6. Register of Members of Association
6.1. The Secretary, on behalf of the Association, must comply with Section 53 of the Act by keeping and maintaining in an up to date condition a register of the Members of the Association and their postal or residential addresses and, upon the request of a Member of the Association, shall make the register available at a mutually agreeable time for the inspection of the Member and the Member may make a copy of or take an extract from the register but shall have no right to remove the register under any circumstance. 6.2. The Register must contain:
a) The full name of each Member;
b) Their postal address of residential address;
c) Contact phone number and emergency contact number;
d) Email address;
6.3. Any change in membership of a Member must be recorded in the register within 28 days after the change occurs.
6.4. The register must be so kept and maintained at the Secretary’s place of residence or at such other place as the Members at a General Meeting decide.
YAC constitution 2019 Page 7 of 20
Rules of the Association Yokine Archery Club Inc.
6.5. The Secretary must cause the name of a person who dies or whose membership is terminated under these Rule 9 to be deleted from the register of Members referred to in rule 6.1.
6.6. The Members acknowledge and agree that the contents of the register are confidential and each Member agrees and undertakes:
a) Not to disclose the contents of the register to any person unless otherwise agreed in writing by the Board;
b) Not to use the contents of the register for any purpose that is:
(i) Illegal;
(ii) In contravention of the Rules, the By-Laws or the Association’s policies or procedures;
(iii) Intended (either directly or indirectly) to cause any loss, damage, cost or expense (including, but not limited to, any reputational loss or damage) to the Association, the Board Members or the Members;
(iv) For the purpose of any claim or legal proceeding against the Association, the Board Members or other Members;
(v) To be used to send any material to the Association or the Members that is of an advertising, political, religious, charitable or commercial purpose.
6.7. Each Member shall indemnify and keep indemnified the Association, Board Members and the Members for any loss, damage, cost or expense incurred in connection with a Member’s breach of Rule 6.6
7. Fees for Members of Association
7.1. The Board may modify the application and Membership Fees once a year at the AGM. 7.2. Subject to Rules 5.6 and 5.7(e), each Member must pay to the Treasurer the amount of the membership determined under Rule 7.1
7.3. Any Member whose Membership Fees are not paid within 3 months after the relevant date fixed by or under Rule 7.2 ceases on the expiry of the period to be a Member, unless the Board decides otherwise
7.4. Any person who ceases to be a Member under Rule 7.3 may, if the Board considers appropriate (in its absolute discretion), re-appoint such as a Member when all outstanding membership fees have been paid.
8. Membership Rights and Liability
8.1. Shooting Members
Shooting Members have the right
a) The right to one vote per vote or poll at General Meetings if they are over the age of 18; b) The right to shoot at the association’s grounds at appropriate times as decided by the Board, providing shooting fees are paid;
c) Any other rights and benefits as determined by the Board or by Special Resolution of the Members at a General Meeting
8.2. Associate Members
Associate Members have the right
a) The right to one vote per vote or poll at General Meetings if they are over the age of 18;
YAC constitution 2019 Page 8 of 20
Rules of the Association Yokine Archery Club Inc.
b) Any other rights and benefits as determined by the Board or by Special Resolution of the Members at a General Meeting
8.3. Honorary Members
Honorary Members have the following rights:
a) The right to one vote per vote or poll at General Meetings if they are over the age of 18; b) Any other rights and benefits as determined by the Board or by Special Resolution of the Members at a General meeting
8.4. Other Classes of Membership
The Board may, by way of an Ordinary Resolution, establish other classes of membership from time to time, so long as any such class of membership conforms with the Association’s objects and purposes.
8.5. Member’s Liability
Each Member:
a) Is liable for the payment of any application and membership fees payable in accordance with these Rules, as amended by the Board;
b) Shall not be liable for the actions of the Association;
c) Shall not be entitled to any income, profit, remuneration (unless agreed in writing by the Board for services or goods rendered to the Association supplied in the usual course of business) divided or other interest in the Association;
d) Shall be liable for any breach of the Rules, By-laws or other policies or procedures of the Association.
9. Termination of Membership of the Association
Membership of the Association may be terminated upon:
a) Receipt by the Secretary or another Board Member of a notice in writing from a Member of his or her resignation from the Association. Such person remains liable to pay the Association the amount of any membership due and payable by that person to the Association but unpaid at the date of termination; or
b) Non-payment by a Member of his or her subscription in accordance with Rule 7.3; c) Failure of a Member to renew their membership in accordance with Rule 5.7; d) Suspension or expulsion of a Member in accordance with Rule 10.
10. Suspension or Expulsion of Members of Association
10.1. The Board shall from time to time establish a Disciplinary Committee consisting of selected Board Members and other Members (excluding Members under the age of 18) subject to the following condition:
a) The Board shall have absolute discretion as to the Members it elects to the Disciplinary Committee.
10.2. If the Disciplinary Committee or the Board (by notice to the Disciplinary Committee) considers (in their discretion) that a Member should be suspended or expelled from membership of the Association because of any of the reasons given in Rule 10.3, the Disciplinary Committee must communicate in writing to the Member, a notice confirming
the date of expulsion or suspension and particulars of the conduct given rise to expulsion or suspension of that Member (Notice)
YAC constitution 2019 Page 9 of 20
Rules of the Association Yokine Archery Club Inc.
10.3. The following are grounds for expulsion or suspension of a Member for the purposes of Rule 10.2:
a) A Member has persistently or wilfully acted in a manner or engaged in conduct that is prejudicial or detrimental to the interests of the Association or its objects;
b) A Member has persistently refused or neglected to comply with these Rules (including but not limited to, Rule 6.6) or any other By-laws or policies or procedures of the Association;
c) A Member engages in any conduct, activity, act or other matter or things that is intended (either directly or indirectly) to cause any loss, damage, cost or expense (including, but not limited to, any reputational loss or damage) to the Association, the Board Members or the Members;
d) The Member engages in any conduct (including shooting conduct) that:
(i) Is unsafe or illegal;
(ii) Does not comply with By-laws, directions, policies or procedures of any other association, club or entity on which the Member attends on behalf of the
Association;
e) The Member is no longer a Fit and Proper Person.
10.4. The ground for expulsion or suspension of a Member as set out in Rule 10.3, do not constitute an exhaustive list and the Disciplinary Committee may by unanimous agreement determine that the conduce of a Member constitutes grounds for expulsion or suspension of a Member even though such conduct does not fall within the scope of Rule 10.3.
10.5. If a Member disputes a decision of the Disciplinary Committee under Rule 10.2, that Member may issue a notice in writing to the Board within 30 days of the date of issue of the Notice of such dispute and detailed reasons why it disputes the suspension or expulsion (Dispute Notice). For the avoidance of doubt, if a Member does not issue a Dispute Notice within 30 days, it shall have no further right to dispute that Member’s suspension or expulsion.
10.6. The Board shall, within 30 days of receiving a Dispute Notice under Rule 10.5 and by way of 14 days written notice to the suspended or expelled Member setting out the date, time and location, hold a meeting of the Board whereby:
a) The Member, and/or the Member’s representative, shall be afforded a reasonable opportunity to be heard by, and/or to make representations in writing to, the Board as to why the Member disputes the expulsion or suspension of that Member’s membership;
b) The Board shall, taking into account those reasons and any other matter, reason or fact, decide whether to uphold a suspension or expulsion or otherwise reinstate that Member’s membership whereby the Association must, as soon as practicable after the meeting of the Board, communicate that decision in writing to that Member.
10.7. Where a Member has been suspended only, such suspension shall (subject to this Rule 10) continue for such time as been set out in a Notice.
11. The Board
11.1. Subject to rule 11.8, the affairs of the Association will be managed exclusively by the Board consisting of:
a) A President
b) A Vice-President
c) A Secretary
YAC constitution 2019 Page 10 of 20
Rules of the Association Yokine Archery Club Inc.
d) A Treasures
e) A Coaching Coordinator and
f) Up to six additional positions,
All of whom must be a Member and over the age of 18 at the time of their election.
11.2. Board Members must be elected to membership of the Board at an Annual General Meeting or appointed under Rule 11.8
11.3. Subject to Rule 11.8, a Board Member’s term will be from his or her election at an AGM or the balance of a term of a Board Member who has been appointed to fill a casual vacancy in accordance with Rule 11.8 until the next Annual General Meeting after his or her election, but he or she is eligible for re-election to membership of the Board.
11.4. A person is not eligible to become a Board Member unless either another Member has nominated him or her for election by delivering notice in writing of that nomination, signed by:
a) The nominator; and
b) The nominee to signify his or her willingness to stand for election, which must be given to the Secretary not less than 7 days before the day on which the AGM concerned is to be held.
11.5. A person who is eligible for election or re-election under this rule may: a) nominate himself or herself for election or re-election; and
b) vote for himself or herself.
11.6. If the number of persons nominated in accordance with Rule 11.4 for election to membership of the Board does not exceed the number of vacancies in that membership to be filled :
a) the Secretary must report accordingly to; and
b) the President must declare those persons to be duly elected as Members of the Board at, the Annual General Meeting concerned.
11.7. If vacancies remain on the Board after the declaration under Rule 11.6, additional nominations for Board membership may be accepted from the floor of the Annual General Meeting. If such nominations from the floor do not exceed the number of vacancies the Chairperson must declare those persons to be duly elected as Members of the Board. Where the number of nominations from the floor exceeds the remaining number of vacancies on the Board, elections for those positions must be conducted.
11.8. If a vacancy remains on the Board, or when a casual vacancy within the meaning of Rule 18 occurs in the Board:
a) The Board may appoint a Member to fill that vacancy; and
b) A Member appointed under this rule will:
(i) Hold office until the election referred to in Rule 11.3; and
(ii) Be eligible for re-election to the Board position, at the next following AGM 11.9. The Board may delegate, in writing, one or more Committees (consisting of such Board Members or Members of the association as the Board thinks fit ) the exercise of and function of such a Committee are specified in the delegation of the Committee other than: a) The power of delegation; and
b) A function which is a duty imposed on the Board by the Act or any other law. 11.10. Any delegation under Rule 11.9 may be subject to such conditions and limitations as to the exercise of that function or as to time and circumstances as are specified in the written delegation and the Board may continue to exercise any function delegated. 11.11. The Board may, in writing, revoke wholly or in part any delegation under Rule 11.8.
YAC constitution 2019 Page 11 of 20
Rules of the Association Yokine Archery Club Inc.
12. President and Vice President
12.1. Subject to this rule, the President must preside at all General Meetings and Board Meetings.
12.2. In the event of the absence from a General Meeting of:
a) The President, the Vice-President must preside at the General Meeting; or b) Both the President and Vice-President, a Member elected by Ordinary Resolution of the other Members present at the General Meeting must preside at the General Meeting. 12.3. In the event of the absence from a Board Meeting of:
a) The President, the Vice-President must preside at the Board Meeting; or b) Both the president and Vice-President, a Board Member elected by Ordinary Resolution of the other Board Members present at the Board Meeting must preside at the Board Meeting.
13. Secretary
The Secretary must:
a) Co-ordinate the correspondence of the Association; and
b) Keep full and correct minutes of the proceedings of the Board and of the Associations; and
c) Comply on behalf of the Associations with:
i) Section 53(1) of the Act with respect to the register of Members of the
Association, as referred to in rule 6;
ii) Section 35(1) of the Act by keeping and maintaining in an up to date condition the Rules and, upon the request of a Member of the Association, must make available those Rules for the inspection of the Member and the Member may make a copy or take an extract from the Rules but will have no right to remove the Rules for that Purpose;
iii) Section 58(2) of the Act by maintaining a record of:
A) The names and residential, email, phone and emergency contact phone number of the persons who hold membership of the Association
provided for by these Rules, including all Members who constitute the
Board as well as the Office Bearers; and
B) Maintain copies of all official documents signed by the common seal of
the Association under Rule 27.
d) Unless the Members resolve otherwise at a General Meeting, have custody of all books, documents, records and registers of the Association, including those referred to in Rule 14 to be maintained by, or in the custody of, the Treasurer; and
e) Perform such other duties as are imposed by these Rules on the Secretary or as reasonably required by the Board.
14. Treasurer
The Treasurer must:
a) Take receipt of all moneys paid to or received by, or by him or her on behalf or, the Association and must issue receipts for those moneys in the name of the Association; and
YAC constitution 2019 Page 12 of 20
Rules of the Association Yokine Archery Club Inc.
b) Pay all moneys referred to in Rule 14(a) into such account or accounts of the Association as the Board may from time to time direct; and
c) Make payments from the funds of the Association with the authority of a General Meeting or of the Board and in doing ensure that all cheques are signed by himself or herself and at least one other authorised Board Member; or by any two others as are authorised by the Board from time to time; and
d) Comply on behalf of the Association with part 5 of the Act with respect to the accounting records of the Association by:
i) Keeping such accounting records as correctly recorded and explain the financial transaction and financial position of the Association;
ii) Keeping its accounting records in such manner as will enable true and fair accounts of the Association to be prepared from time to time
iii) Keeping its accounting records in such manner as will enable true and fair accounts of the Association to be conveniently and properly audited; and
iv) Submitting to Members at each AGM of the Association accounts of the Association showing the financial position of the Association at the end of the immediately preceding financial year.
e) Whenever directed to do so by the President, submit to the Board a report, balance sheet or financial statement in accordance with that direction; and
f) Unless the Board resolves otherwise, have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in Rules 14(d) and 14(e); and
g) Provide reasonable assistance to any appointed auditor of the Association; and h) Perform such other duties as are imposed by these Rules on the Treasurer of as reasonably required by the Board
15. Coaching Coordinator
The Coaching Coordinator must:
a) Oversee and coordinate activities to improve the knowledge and skills of Club Members; and
b) Perform such other duties as are imposed by these Rules on the Coaching Coordinator or as reasonably require by the Board.
16. Additional positions
16.1. The Board and Members of the Association may at any time create up to 6 additional positions on the Board in order to delegate tasks required by AA, AWA, the Department or the Association.
16.2. Information of current positions will be kept in the Association’s By-laws. 16.3. Additional positions can be dissolved when necessary at subsequent Annual General Meetings.
17. Casual Vacancies in the Board
A casual vacancy occurs in the Board if the Member:
a) Dies;
YAC constitution 2019 Page 13 of 20
Rules of the Association Yokine Archery Club Inc.
b) Resigns by notice in writing delivered o the President or, if the Member is the President, to the Vice-President and that resignation is accepted by resolution of the Board; c) Is convicted of an offence under the Act or is charged or convicted of any other serious criminal offence;
d) Is permanently incapacitated by mental or physical ill-health;
e) Is declared bankrupt;
f) Is absent for more than;
i. Three consecutive Board meetings without reasons acceptable to the Board; or ii. Four Board meetings in the same financial year without tendering an apology to the person presiding at each of those Board meetings, of which meeting Members received notice, and the Board resolved to declare the office vacant;
g) Ceases to be a Member of the Association; or
h) Is the subject of a Special Resolution passed at a General Meeting terminating his or her appointment as a Board Member at which the Board Member is incited to be present and given an opportunity to address the Members to put forth its defence or case.
18. Proceedings of the Board
18.1. The Board shall meet together for the dispatch of business not less than five times in each year and the Chairperson, or at least half the Members of the Board, may at any time convene a meeting of the Board.
18.2. Each Board Member has a deliberative vote.
18.3. A question arising at a Board meeting must be decided by a majority of votes, but, if there no majority, the person presiding at the Board meeting as per Rule 12.3 will have a casting vote in addition to his or her deliberative vote.
18.4. At a Board meeting four Board Members constitute a quorum.
18.5. Subject to these rules, the procedure and order of business to be followed at a Board meeting must be determined by the Board Members present at the Board meeting. 18.6. As required under Sections 42 of the Act, a Board Member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Board (except if that pecuniary interest exists only by virtue of the fact that the Member of the Board is a Member of a class of persons for whose benefit the Association is established), must:
a) as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Board; and
b) not take part in any deliberations or decision of the Board with respect to that contract. 18.7. Rule 19.6 does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the Member of the Board is an employee of the Association.
18.8. The Secretary must cause every disclosure made under Rule 19.6(a) by a Member of the Board to be recorded in the minutes of the meeting of the Board at which it is made.
19. General Meetings
19.1. The Board:
a) may at any time convene a special general meeting;
b) must convene Annual General Meetings within the time limits provided for the holding of such meetings by Section 50(3)(b) of the Act,
that is, in every calendar year within 4 months after the end of the
Association's financial year or such longer period as may in a
YAC constitution 2019 Page 14 of 20
Rules of the Association Yokine Archery Club Inc.
particular case be allowed by the Commissioner, except for the first
annual general meeting which may be held at any time within 18
months after incorporation; and
c) must, within 30 days of:
(i) receiving a request in writing to do so from not less than 6 Members, convene a Special General Meeting for the purpose specified in that request; or
(ii) the Secretary receiving a Notice under Rule 9(d), convene a General Meeting to deal with the appeal to which that notice relates.
d) must, after receiving a Notice under Rule 5.6(c), convene a General
Meeting, no later than the next Annual General Meeting, at which the appeal referred to in the Notice will be dealt with. Failing that, the
applicant is entitled to address the Association at that next Annual
General Meeting in relation to the Board’s rejection of his or her
application and the Association at that meeting must confirm or set
aside the decision of the Board.
19.2. The Members making a request referred to in Rule 19.1 (c)(i) must: a) state in the request the purpose for which the Special General Meeting concerned is required; and
b) sign that request.
19.3. If a Special General Meeting is not convened within the relevant period of 30 days referred to:
a) in Rule 19.1 (c)(i), the Members who made the request concerned
may themselves convene a Special General Meeting as if they were the Board; or
b) in Rule 19.1 (c)(ii), the Member who gave the notice concerned may him or herself convene a Special General Meeting as if he or she were the Board.
19.4. When a Special General Meeting is convened under Rule 19.3 (a) or (b) the Association must pay the reasonable expenses of convening and holding the Special General Meeting. 19.5. Subject to Rule 19.7, the Secretary must give to all Members not less than 21 days notice of a Special General Meeting and that notice must specify:
a) when and where the General Meeting concerned is to be held; and
b) particulars of the business to be transacted at the General Meeting
concerned and of the order in which that business is to be transacted. 19.6. Subject to Rule 19.7, the Secretary must give to all Members not less than 21 days notice of an Annual General Meeting and that notice must specify:
a) when and where the Annual General Meeting is to be held;
b) the particulars and order in which business is to be transacted, as
follows:
(i) receiving the minutes of the previous AGM;
(ii) the consideration of the accounts and reports of the Board;
(iii) the election of Board Members to replace outgoing Board Members; and (iv) appointment of an auditor if required
(v) matters arising from the minutes of the previous AGM not otherwise dealt with (vi) any other business requiring consideration by the Association at the General Meeting.
YAC constitution 2019 Page 15 of 20
Rules of the Association Yokine Archery Club Inc.
19.7. A Special Resolution may be moved either at a Special General Meeting or at an annual General Meeting, however the Secretary must give to all Members not less than 21 days notice of the meeting at which a Special Resolution is to be proposed. In addition to those matters specified in Rule 19.5 or19.6, as relevant, the notice must also include the resolution to be proposed and the intention to propose the resolution as a Special Resolution.
19.8. The Secretary must give a notice under Rule 19.5, 19.6 or 19.7 by:
a) serving it on a Member personally; or
b) sending it by post to a Member at the address of the Member
appearing in the register of Members kept and maintained under Rule 6; or c) sending it by email to a Member at the email address of the Member
appearing in the register of Members kept and maintained under Rule 6
19.9. When a notice is sent by post under Rule 19.8(b), sending of the notice will be deemed to be properly effected if the notice is sufficiently addressed and posted to the Member concerned by ordinary prepaid mail.
20. Quorum and proceedings at General Meetings
20.1. At a General Meeting, 10 Members present in person constitute a quorum. 20.2. If 30 minutes after the time specified for the holding of a General Meeting in a notice given under rule 19.5 or 19.6:
a) as a result of a request or notice referred to in rule 19.1(c) or as a
result of action taken under rule 19.3, a quorum is not present, the
general meeting lapses; or
b) other than as a result of a request, notice or action referred to in
Rule 20.2(a), the General Meeting stands adjourned to the same time
on the same day in the following week and to the same venue.
20.3. If within 30 minutes of the time appointed by Rule 20.2(b) for the resumption of an adjourned General Meeting a quorum is not present, the Members who are present in person may nevertheless proceed with the business of that General Meeting as if a quorum were present.
20.4. The Chairperson may, with the consent of a General Meeting at which a quorum is present, and must, if so directed by such a General Meeting , adjourn that General Meeting from time to time and from place to place.
20.5. There must not be transacted at an adjourned General Meeting any business other than business left unfinished or on the agenda at the time when the General Meeting was adjourned.
20.6. When a General Meeting is adjourned for a period of 30 days or more, the Secretary must give notice under Rule 19.5 of the adjourned General Meeting as if that General Meeting were a fresh General Meeting .
20.7. At a General Meeting:
a) an Ordinary Resolution put to the vote will be decided by a majority of
votes cast on a show of hands, subject to Rule 20.9; and
b) a Special Resolution put to the vote will be decided in accordance
with Section 51 of the Act as defined in Rule 2, and, if a poll is
demanded, in accordance with Rules 20.9 and 20.11.
YAC constitution 2019 Page 16 of 20
Rules of the Association Yokine Archery Club Inc.
20.8. A declaration by the Chairperson of a General Meeting that a resolution has been passed as an Ordinary Resolution at the meeting will be evidence of that fact unless, during the General Meeting at which the resolution is submitted, a poll is demanded in accordance with Rule 20.9.
20.9. At a General Meeting , a poll may be demanded by the Chairperson or by three or more Members present and, if so demanded, must be taken in such manner as the Chairperson directs.
20.10. If a poll is demanded and taken under Rule 20.9 in respect of an Ordinary Resolution, a declaration by the Chairperson of the result of the poll is evidence of the matter so declared.
20.11. A poll demanded under Rule 20.9 must be taken immediately on that demand being made.
20.12.
21. Special Resolutions
21.1. The following shall require a resolution by way of a Special Resolution: a) the alteration or amendments of these Rules in accordance with Rule 25 and the Act; b) removal of a Board Member in accordance with Rule 17(h);
c) the alteration of the name of the Association;
d) the amalgamation, incorporation or merger of the Association with any other incorporated association or body corporate (as that term is defined in the Corporations Act 2001);
e) the transmission of the Association into any form of corporation pursuant to the Corporations Act 2001.
22. Minutes of the Meetings of the Association
22.1. The Secretary must cause proper minutes of all proceedings of all General Meetings and Board Meetings to be taken and then to be entered within 30 days after the holding of each General Meeting or Board Meeting, as the case requires, in a Minute Book kept for that purpose.
22.2. The Chairperson must ensure that the minutes taken of a General Meeting or Board Meeting under rule 22.1 are checked and signed as correct by the Chairperson of the General Meeting or Board Meeting to which those minutes relate or by the Chairperson of the next succeeding General Meeting or Board Meeting, as the case requires.
22.3. When minutes have been entered and signed as correct under this rule, they are, until the contrary is proved, evidence that:
a) the General Meeting or Board Meeting to which they relate (in this
sub-rule called "The Meeting") was duly convened and held;
b) all proceedings recorded as having taken place at The Meeting did in
fact take place at The Meeting; and
c) all appointments or elections purporting to have been made at The
Meeting have been validly made.
23. Voting rights of the Members of the Association
23.1. Subject to these rules, each Member present in person at a General Meeting is entitled to a deliberative vote.
23.2. Members under the age of 18 are not entitled to vote.
YAC constitution 2019 Page 17 of 20
Rules of the Association Yokine Archery Club Inc.
24. Voting
24.1. A Member may cast a deliberative vote at a General Meeting by:
a) attending the General Meeting; or
b) submitting a postal or electronic vote to the President or Secretary not less than 7 days prior to the General Meeting.
24.2. Any vote submitted under rule 24.1(b) must clearly indicate:
a) the General Meeting to which they relate; and
b) the Member casting the vote; and
c) the Member’s selection for election of offices; and/or
d) the Member’s selection for resolutions.
25. Rules of the Association
25.1. The Association may alter or rescind these Rules, or make Rules additional to these Rules, in accordance with the procedure set by the Act, which is as follows:
a) Subject to Rules 25.1(d) and 25.1(e), the Association may alter its Rules by Special Resolution but not otherwise;
b) Within 30 days of the passing of a Special Resolution altering its rules, or such further time as the Commissioner may in a particular case allow (on written application by the Association), the Association must lodge with the Commissioner notice of the Special Resolution setting out particulars of the alteration together with a certificate given by a Member of the Board certifying that the resolution was duly passed as a Special Resolution and that the rules of the Association as so altered conform to the requirements of this Act;
c) An alteration of the Rules of the Association does not take effect until Rule 25.1b is complied with;
d) An alteration of the Rules of the Association having effect to change the name of the Association does not take effect until Rules 25.1(a) to 25.1(c) are complied with and the approval of the Commissioner is given to the change of name;
e) An alteration of the rules of the Association having effect to alter the objects or purposes of the association does not take effect until Rules 25.1(a) to 25.1(c) are complied with and the approval of the Commissioner is given to the alteration of the objects or purposes.
25.2. These rules bind every Member and the Association to the same extent as if every Member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.
26. By-Laws, Policies and Procedures
26.1. The Board may, by Ordinary Resolution at a Board Meeting, implement, amend or repeal By-laws for the management of the Association provided that the By-laws are not inconsistent with the Rules or the Act.
26.2. The Members may, by Ordinary Resolution at a General Meeting, implement, amend or repeal By-laws for the management of the Association provided that the By-laws are not inconsistent with the Rules or the Act.
26.3. By-laws made under Rule 26.1 and 26.2:
a) do not form part of the Rules; and
b) may not make provision for:
YAC constitution 2019 Page 18 of 20
Rules of the Association Yokine Archery Club Inc.
(i) classes of Membership and the rights and obligations that apply to each class of Membership;
(ii) requirements for financial reporting, financial accountability or audit of accounts in addition to those prescribed by the Act and the Rules;
(iii) restrictions on the powers of the Board including the power to dispose of assets; (iv) the administrative functions of the Associations insofar as they relate to the running and operation of shooting, safety and competitions;
26.4. Any By-laws made, amended or repealed by the Board or Members shall be implemented and adopted as soon as practicable.
27. Authority of the Association/Common Seal
27.1. The Association must have a common seal on which its corporate name appears in legible characters.
27.2. The common seal of the Association must not be used without the express authority of the Board and every use of that common seal must be recorded in the minute book referred to in Rule 22.
27.3. The affixing of the common seal of the Association must be witnessed by any two of the President, Vice-President, the Secretary and the Treasurer.
27.4. The common seal of the Association must be kept in the custody of the Secretary or of such other person as the Board from time to time decides.
28. Inspection of records of the Association
28.1. A Member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.
29. Disputes and mediation
29.1. The grievance procedure set out in this rule applies to disputes under these rules between: a) a Member and another Member; or
b) a Member and the Association; or
c) if the Association provides services to non-members, those non-members who receive services from the Association, and the Association.
29.2. The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
29.3. If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 14 days, hold a meeting in the presence of a mediator.
29.4. The mediator must be:
a) a person chosen by agreement between the parties; or
b) in the absence of agreement:
(i) in the case of a dispute between a Member and another Member, a person appointed by the Board of the Association;
(ii) in the case of a dispute between a Member or relevant non-member (as defined by Rule 29.1(c)) and the Association, a person who is a mediator appointed to, or employed with, a not for profit organisation.
29.5. A Member of the Association can be a mediator.
29.6. The mediator cannot be a member who is a party to the dispute.
YAC constitution 2019 Page 19 of 20
Rules of the Association Yokine Archery Club Inc.
29.7. The parties to the dispute must, in good faith, attempt to settle the dispute by mediation. 29.8. The mediator, in conducting the mediation, must:
a) give the parties to the mediation process every opportunity to be heard; b) allow due consideration by all parties of any written statement submitted by any party; and
c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
29.9. The mediator must not determine the dispute.
29.10. The mediation must be confidential and without prejudice.
29.11. If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
30. Distribution of surplus property on winding up of Association If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the Members, or former Members. The surplus property must be given or transferred to another Association incorporated under the Act which has similar objectives and which is not carried out for the purposes of profit or gain to its individual Members, and which Association shall be determined by resolution of the Members.
YAC constitution 2019 Page 20 of 20