Club Constitution – Imperials Football Club

MANJIMUP IMPERIALS RECREATION CLUB INC

CONSTITUTION

NAME:

The Club should be an incorporated body and called the MANJIMUP IMPERIALS RECREATION CLUB.

OFFICE:

Postal address shall be private mail box at local post office. Principal place of operations shall be Manjimup Imperials Recreation Ground, Moore Street, Manjimup or as determined by the Club’s Committee

OBJECTS:

The objects for which the Club is established are:

To foster the Australian National game of football and to provide facilities for the playing of the game.
To provide recreational and sporting facilities for its members, in its district and to provide good fellowship amongst its members.
To provide and maintain Club premises in Western Australia for the accommodation of its members and their guests upon premises of which it may be the occupier from time to time.
To purchases or otherwise acquire and real or personal property for the purposes of the Club.
To make such agreements with cities, towns, shires or other bodies for the purpose of leasing or other hiring of suitable property or properties for the purposes of building for the use and accommodation of its members.
To borrow by way of loan or overdraft or by issue of debentures for the purpose of carrying on the work or activities of the Club and to invest in any of the investments authorised by law and surplus funds of the Club not immediately required for the purpose of the Club.
To enter into such agreements as are necessary and reasonable or are considered advisable for the proper utilisation of the Clubs assets and for the proper carrying out of the other objects here in detail.

NON-PROFIT:

The assets and income of the organisation shall be applied solely in furtherance of its above-mentioned objects and no portion shall be distributed directly or indirectly to the members of the organisation except as bone fide compensation for services rendered or expenses incurred on behalf of the organisation.

AFFILIATION:

The Club shall be affiliated with the Lower South West Football League and/or any other league or association as may be necessary to pursue the objects of the Club.

COLOURS:

The Clubs colours shall be Black and White.

UNIFORMS:

The design and uniform of the Club shall be such as the Committee shall from time to time determine.

INCOME:

The income and property of the Club shall be solely applied to the objectives of the Club. The Clubs committee is empowered to make payment in good faith to any player or person employed to promote the objects of the Club from the income of the Club. Coaches and players of the Club are not entitled to payment for services to the Club by way of cash, gift, and donations or otherwise unless they are financial members of the Club.
Payment may be made to a member of the committee from the Club funds at the discretion of the Committee.

SUB-COMMITTEES:

Sub-committees have authority to maintain their own bank accounts.
Sub-committees must prepare annual financial reports for the management committee and prepare their accounts to submit to the Auditor.
Sub-committees must comply by the Club rules.

MEMBERSHIP:

The Club shall consist of all members and Life members as per the records of the Club Secretary. Persons may be admitted to the Club as Ordinary, Life, Honorary, Junior, Family or Temporary members.
All members on payment, in advance, of an annual, half yearly or quarterly subscription fee as determined by the Club Committee from time to time becomes a financial member of the Club as per the date determined by the Club Committee. The defined annual, half yearly, quarterly or monthly subscription fee shall be payable in advance.
The Club Committee shall have the right to refuse to admit any person to membership of the Club, at the Committee’s discretion, without assigning any reason for so doing.
All members, other than Life and Temporary members (as defined in the Liquor Licensing Act 1988) must be nominated and seconded by an existing financial member. They must be nominated on the Clubs membership form and elected by the Committee in accordance with the Clubs Constitution.
All applications for membership shall be posted on the notice board of the Club for a period of not less than seven days before election, further to this a period of not less than fourteen days shall elapse between nominations and election.
An individual who has not reached the age of 18 years is not eligible to apply for a class of membership that confers full voting rights.
The club shall keep an up to date register of members in respect of each class of membership. This register must be continually available for inspection at the club premises.
A member who wishes to inspect the register of members must contact the Secretary to make the necessary arrangements. Members names only will be provided other personal information will not be supplied, members under the age of 18 years will not be supplied.

JUNIOR MEMBERS:

Any person under the age of 18 years may be admitted to the Club as a Junior member upon payment of the fee(s) as determined by the Committee from time to time.
Junior members shall not be entitled to vote at any AGM or Special General meeting of the Club or hold office in the Club, but in all other respects be entitled to all rights and privileges of Ordinary members except as otherwise provided by law.

A Junior member obtaining the age of 18 years, shall cease to be a Junior member and thereafter may apply for Ordinary membership as per the conditions for such membership.

HONORARY MEMBERS:

The Club committee may confer Honorary membership on any person who in their opinion will benefit the Club and its objectives.
Such Honorary members are exempt from membership fees but are bound by the rules of the Club.
Honorary members shall not be entitled to vote at any meeting of the Club.
Honorary membership shall be for a maximum of 1 year.

FAMILY MEMBERS:

Any person over the age of 18 years being a parent or guardian of a financial junior member or a person over 18 years who is not a player of the Club may apply for Family membership.
Fees are to be determined by the Club committee from time to time.
Family membership entitles full rights and privileges of the Club subject to the Clubs rules.

LIFE MEMBERS:

As the highest honour the Club can bestow, Life members of the Club may only be nominated for such membership after serving the Club for a minimum period of ten years or for outstanding service as determined by a majority of Life members.
Life members are to be nominated by or to an existing Life member/s with accompanying resume of service to the Club for investigation.
Any financial member of the Club may nominate any other financial member for investigation for such membership.
No more than two Life members may be elected in one year.
Life members are exempt from payment of membership fees and entry charges for official Club functions, but are otherwise bound by the rules of the Club and entitled to all other privileges of the Club as financial members.

TEMPORARY MEMBERS

A person who is on any day visiting the Club as a member or an official of another club that is to engage in a pre-arranged event with the host club conducted for the purposes of one of the host clubs’ principal objects or that is to hold a pre-arranged function at the host club involving the use of the host club’s sporting, may be taken to be a person who is accorded Temporary membership on that day.
Such Temporary memberships are exempt from membership fees but are bound by the rules of the Club.
Temporary members shall not be entitled to vote at any meeting of the Club.

GUESTS:

Guests of members of the Club are subject to the rules of the Club.
Guests may be refused admission to Club premises, at the Committee’s discretion, without assigning any reason for doing so.
The maximum number of guests per member per day for the purpose of section 48(4)(b) of the Liquor Licensing Act 1988 is five (5).
A guest shall not be supplied with liquor in the Club premises except on the invitation and in the company of a member. Guests are to be signed in by the Member in the Club Guest sign in book
A guest shall be supplied with liquor to be consumed on the Club premises only.
The member introducing the guest shall be responsible for updating the guest register and the proper conduct of the guest whilst on the Club premises.
Any person who has been refused membership of the Club or who is under suspension or expulsion of the Club, shall not be admitted as a quest of any member of the Club.
Supporters of opposition clubs are automatically issued with Guest Membership for the duration of the game and for a period of no longer than 12 hours after the completion of the final game of the day.

CESSATION OF MEMBERSHIP:

Members may resign their membership of the Club but are under a continuing liability for outstanding monetary obligations to the Club.
The Club committee may expel any member of the Club whom they consider guilty of misconduct or conduct prejudicial to the Club. Such members may appeal to an Extraordinary Special General Meeting by giving written notice to the Club Secretary within seven days of their notice of expulsion. The ESGM must vote by 75% majority of those present to overrule such expulsion.
Any member causing loss or damage to the Club, its equipment or property shall be liable for such loss.

QUORUM:

Constituted as follows:

1. 1. 1. AGM 15% of financial members
    2. SGM 30% of financial members
    3. Committee meeting 50% of committee members

COMMITTEE MEMBERS:

1. 1. 1. 1. The control and management of the Club shall be undertaken by a Committee of between five and eleven members.
        
        The election of the Committee members shall occur at the AGM or other meeting convened for that purpose, as per the Constitution.
        
        The order of election of Committee members shall be President, two Vice Presidents, Secretary, Treasurer, Junior Football and Committee Members.

ANNUAL GENERAL MEETING, SPECIAL GENERAL MEETINGS:

The AGM shall be held no later than the 31 October each year.
Ordinary, Life or Family members are entitled to vote at the AGM and at the SGM of the Club.
The AGM and SGM shall be called by advertising in any type of media at least 14 days prior to such meetings.
No business is to be conducted at an AGM of SGM unless there is a quorum.
If a quorum is not present within 30 minutes after the notified commencement time:

In the case of a SGM the meeting lapses
In the case of an AGM the meeting is adjourned to the same time and day in the following week.

If a quorum is not present within 30 minutes after the commencement time for an AGM held under sub rule 20(e)(2) and there are at least 2 members present at the meeting those members present are taken to constitute a quorum.
SGM’s shall be called by consensus of the committee or upon the Committee receiving a petition for such meeting signed by 20% of members of the club and setting out the objectives of the proposed meeting. At all SGM’s no business other than that noted in the petition and relevant to it shall be transacted.
A notice of the objects of a SGM is to be displayed on the Club premises no less than seven days prior to the SGM.
As soon as it is practical after the making of any proposal for a change to the Constitution or Rules of the Club, the Secretary shall provide to the Director of Liquor Licensing, certified particulars of the change proposed. No effect will be given to the change without the prior approval of the Director.

Powers of the Committee

1. 1. The Committee is responsible for managing the business of the Company and may exercise all powers of the Club which are not required by the Act or this Constitution to be exercised by the Club in a General Meeting.
  2. The Committee may exercise all the powers of the Club to:
    1. acquire, hold, deal with, and dispose of any real or personal property;
    2. open and operate bank accounts;
    3. borrow money on such terms and conditions as the Committee thinks fit;
    4. invest money on such terms and conditions as the Committee thinks fit;
    5. grant security for the discharge of liabilities and obligations of the Club;
    6. appoint agents to transact business on behalf of the Club; and
    7. enter into any contract or arrangement in support of the Objects.

ELECTION OF COMMITTEE MEMBERS:

Nominees for Committee positions must be financial Ordinary, Life or Family members of the Club.
Nominees for Committee positions shall be seconded for the position by a financial Ordinary, Life or Family member of the Club. Failure of such secondment causes the nomination to lapse.
Election shall be secret ballot of members present if more than one nomination as received for a Committee position, otherwise by consent of the eligible voting members present.
By consent of the members present, the elected Committee members may fill any vacant position on the Committee at their discretion, providing 75% of the committee positions are filled at the AGM.
Committee members shall be deemed the have retired before the meeting for the purpose of the election, but for all other purposes shall be deemed to hold office until the end of the meeting or until new committee members are declared elected, whichever is the latter.
Elected Committee members are to hold office for one year. In the event a vacancy occurs during the Committee term of office, such vacancy may be filled by the Committee.

RESPONSIBILITIES OF COMMITTEE MEMBERS

1. Responsibilities of Committee Members and declaring interests

1. Each Committee Member must exercise his or her powers and discharge his or her duties as Committee Member in accordance with the Act and all applicable laws.
2. A Committee Member who has a material personal interest in a matter which is or will be considered at a Committee meeting must:
  1. as soon as the Committee Member becomes aware of the interest, disclose to the Committee the nature and extent of the interest and how the interest relates to the activity of the Club;
  2. not be present while the matter is being considered at the Committee meeting or vote on the matter; and
  3. ensure the nature and extent of the interest and how the interest relates to the activity of the Club is disclosed at the next General Meeting.
3. Clause 23.1(b) does not apply to any materiel personal interest that exists only because the Committee Member:
  1. Is an employee of the Club;
  2. Is a member of a class of persons for whose benefit the Club is established; or
  3. That the Committee Member has in common with all, or a substantial proportion of, the Members

1. President

Subject to this clause 23.2, the President will chair Committee meetings and General Meetings
Where a Committee Meeting is held and the President is not present or declines to act as the chair, the Committee Members present must elect one of their number to chair the meeting
Where a General Meeting is held and the President is not present or declines to act as chair, the Members present must elect a Committee Member present to chair the meeting.

1. Secretary

The Secretary’s responsibilities include:

1. 1. maintaining the Register in accordance with section 53 of the Act; and providing for Members to inspect the Register and take copies in accordance with the Act and clause 10(h)
  2. keeping the minutes of Committee meetings and General meetings
  3. Recording in the relevant minutes disclosures of material personal interests of Committee Members made at Committee meetings and General Meetings;
  4. maintaining records of Committee Members, any other office holders and any appointed trustees in accordance with section 58 of the Act and providing for Members to inspect these records and take copies in accordance with the Act;
  5. maintaining an up-to-date copy of this Constitution in accordance with section 35 of the Act and providing for Members to inspect this Constitution and take copies in accordance with the Act;
  6. ensuring that all notices are duly given in accordance with this Constitution or as required by law;
  7. unless the Committee resolves otherwise, being responsible for the secure custody of the books, records and documents of the Club, other than those required to be maintained by the Treasurer; and
  8. generally performing all duties incidental to the office of secretary and such other duties as may be assigned to him or her by the Committee from time to time.

1. Treasurer

The Treasurer’s duties include;

1. 1. coordinating the collection of amounts payable to the Club, crediting them to the appropriate account of the Club and issuing receipts on behalf of the Club;
  2. paying out the funds of the Club in accordance with authority from the Committee or the Members;
  3. ensuring the Club complies with all financial reporting obligations imposed on it under the Act, including (but not limited to):
    1. keeping and retaining Financial Records in accordance with Division 2 of Part 5 of the Act;
    2. coordinating the preparation of the Club’s Financial Report or Financial Statements in accordance with the applicable requirements of Division 3 of Part 5 of the Act, for submission to Members at the annual general meeting;
    3. providing any assistance required by an auditor or reviewer of the Club’s Financial Report or Financial Statements (as applicable);
    4. unless the Committee resolves otherwise, being responsible for the secure custody of the Club’s Financial Records, Financial Reports and Financial Statements (as applicable), for at least 7 years after their creation;
  4. reporting to the Committee on the financial status and performance of the Club; and
  5. generally performing all duties incidental to the office of treasurer and such other duties as may be assigned to him or her by the Committee from time to time.

Resolving disputes
1. Application of disputes procedure

The disputes procedure set out in this clause applies to disputes under this Constitution between:

1. 1. a Member and another Member or Members;
  2. a Member or Members and the Club.
2. Disputes procedure
  1. 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. In the case of a dispute involving the Club, the President or another Committee Member nominated by the President will represent the Association.
  2. If the parties are unable to resolve the dispute within the 14 day period specified in clause 24(b)(i) either party may initiate the dispute resolution procedure by giving a written notice to the Secretary identifying the parties to the dispute and the subject of the dispute.
  3. Within 28 days of receipt of a notice under clause 24(b)(ii), a Committee meeting must be convened to determine the dispute.
  4. The Secretary must give the parties to the dispute at least 7 days’ prior written notice of the date, time and place of the Committee meeting. The notice must inform the parties that they (or their Representative) may attend the Committee meeting and will be given a full and fair opportunity to make oral and written submissions to the Committee.
  5. At the Committee meeting, the Committee must:
    1. give each party to the dispute, or the party’s Representative, a fair opportunity to make oral submissions and must give reasonable consideration to any written submissions; and
    2. determine the dispute.
  6. Written notice of the Committee’s decision regarding the dispute must be given to all parties to the dispute within 7 days after the Committee meeting.
3. If dispute resolution results in decision to suspend or expel being revoked then a disputes procedure under this clause 24 takes place concerning the revocation of a Member’s membership and the result of the disputes procedure is that the Member’s membership is reinstated, that revocation decision does not affect the validity of any decision made at a Committee meeting or General Meeting during the period in which the Member’s membership was purported to be revoked.

LIQUOR:

The Club may be licensed to sell liquor under the terms and conditions set down by the Liquor Licensing Act 1988.
No liquor shall be sold to a juvenile (i.e. any person under the age of 18 years). Junior members are permitted on the premises with Club supervision and may purchase food and non-alcoholic beverages in a signed sectioned off, clearly marked area of the bar.
The Club shall only be open for the sale of liquor during such hours permitted under the Liquor Licensing Act 1988. The Club may apply for permits for sale of alcohol outside of these hours.
If the club becomes unincorporated, The club committee is to appoint a trustee to hold the licence on behalf of the Club. The trustee must be approved by the Director of Liquor Licensing prior to the appointment.
A member may, at their expenses, and with the approval of the club committee supply liquor to guests without limitation at to number, at a function held by or on behalf of that member, at the club premises.

EXEMPTION FROM LIABILITY:

All members of the Committee shall be indemnified against any loss, expense or liability incurred by reason of any act or deed performed by him or her in good faith on behalf of The Club, including claims by members and or their guests, employees or any other third party, except as may happen through their negligence, default or unlawful act.

ANNUAL ACCOUNTS:

The incorporated association shall submit to its members at the Annual General Meeting of the Club, accounts of the Club showing the financial position of the Club at the end of the immediately preceding year.

AUDITORS:

The accounts of the Club shall be audited and submitted at the Annual General Meeting in each year. In the event of the audited accounts not being ready for the AGM the audited accounts are to be presented to a committee meeting and then provided to the Members who attended the AGM.
One Auditor, on the recommendations of the Committee, shall be appointed annually by the members of the Club at the Annual General Meeting or at a Special General Meeting convened for that purpose.
The Auditor shall not be a director in the said year he is appointed Auditor of the Club.
The financial year of the Club shall close on the last day of the month of September in each year.

TRUSTEES:

There shall be three Trustees who shall be appointed by the Committee and who shall hold office until their successors have been appointed.
The Committee may at any time remove the Trustees or any of them and may fill any vacancy occurring by death, resignation or removal.
The Trustees shall not be an officer of the Club, nor a Director or candidate for the Committee of the Club in the year he is elected as Trustee.
The properties of the Club shall be vested in the Trustees.

PATRON:

A Patron of the Club may be nominated at the AGM of the Club and approved by the majority of members present.

COMMITTEE PROCEEDINGS:

The Committee shall meet at such times in places as they shall from time to time determine but they shall meet at least once every calendar month and whenever convened. They may adjourn and otherwise regulate their meetings as they see fit.
Except as otherwise provided in these rules questions arising at any meeting shall be decided by the majority of votes and a determination by a majority of the Committee and shall for all purposes be deemed a determination of the Committee. The Chairperson will have the casting vote.
Any Sub Committee shall in the exercise of powers delegated by the Committee conform to any rules or directives that may be imposed by the Committee.
Subject to any determination by the Committee, a Sub Committee may elect a chairman of its meetings, if no such Chairman is elected or if at any meeting the Chairman is not present within 10 minutes after the time appointed for holding the meeting, the members present may choose one of their numbers to be Chairman of the meeting.
A Sub Committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and in case of equality of votes the motion shall fail unless the Chairman is a member of the Committee in which case the Chairman may vote to resolve the deadlock.
A person ceases to be a committee member if the person:
1. Dies; or
2. Resigns from the committee or is removed under rule 36; or
3. Becomes ineligible to accept an appointment or act as a committee member under section 39 of the Act;
4. Becomes permanently unable to act as a committee member because of mental or physical disability; or
5. Fails to attend 3 consecutive meeting of which the person has been given notice, without having notified the Committee that the person will be unable to attend

ORDER OF BUSINESS OF ORDINARY MEETINGS:

1. The business of the Club at ordinary meetings shall be conducted in the following order:
  1. Meeting opened
  2. Apologies
  3. Reading and confirmation of the minutes of the previous meeting
  4. Business arising out of the minutes
  5. Outward and inward correspondence
  6. Business arising from the correspondence
  7. Finance report
  8. Presidents report
  9. Any other business
  10. General business, including any notice of motion of which has been given in writing
  11. Date of next meeting
  12. Meeting closed

ORDER OF BUSINESS ANNUAL GENERAL MEETING:
1. At the Annual General Meeting the procedure to be as follows:
  1. Meeting opened
  2. Apologies
  3. Reading and confirmation of the minutes of the previous Annual General Meeting
  4. Business arising out of the minutes
  5. To receive the annual financial report and Auditors report
  6. Appointment of club auditor
  7. Presentation of reports from President
  8. Election of office bearers
  9. Address from incoming President
  10. Special business of Notices of Motion
  11. General business
  12. Meeting closed

STANDING ORDERS:

Movers of motions shall be limited to 10 minutes and all other speakers to the motion (including the right of reply) to 5 minutes provided that such time limit may be extended by the Chairman with the consent of the meeting
When a motion of amendment has been moved and seconded the next speaker should be in opposition to the motion and the debate continued with speakers for and against, in that order in continuity until all points have been discussed but the Chairman may vary this procedure
A member shall be entitled to speak only once to each question but with the permission of the Chairperson may correct a mis-statement. Every amendment moved shall be treated as a new question. The mover only of the original motion shall have the right to reply.
The Chairperson shall decide all points of order, but their decision may be reversed by a majority vote of the meeting.
No motion to dissent from the Chairpersons ruling or decision shall be permitted unless made before any other business or speech has intervened and no debate shall be allowed except by the mover, who shall be limited to five minutes and the Chairperson.
When a Chairperson rises during a debate and representative then speaking, or offering to speak, shall sit down and the Chairperson shall be heard without interruption.
It shall not me permissible to withdraw any motion that has been put down from the Chair, except with the consent of the meeting, one dissenting voice being sufficient objection.
A speaker shall not be interrupted except on a point of order.
A Chairperson may discuss a motion or an amendment at their discretion provided that it is before the final reply of the mover.
Where previously negative motion or a motion to alter or rescind a motion has been negative, no similar motion shall be brought forward within three ordinary meeting thereafter, and the effect of this revision shall not be evaded by substituting any motion differently worded, but in principle the same.
Discussion shall not be permitted upon any motion for an adjournment of the meeting. If upon the question being put and negative, the subject then under consideration or next on the business paper shall be discussed, and it shall not be competent for any member to again move for an adjournment of the meeting until half an hour has elapsed from the time of moving one that has been negative.
All correspondence and reports shall be taken as received immediately upon being read, unless a motion to the contrary be tabled.
The Chairperson shall have the casting vote in addition to their ordinary vote, except that if the President is occupying the Chair they shall have the casting vote only should the voting of any question be equal.
Any discussion may be closed by a person who has not spoken to the subject moving that the question be now put and on it being seconded and carried by 66.66% majority. Such resolution shall be put to the vote without debate. No speaker shall be interrupted for the purpose of moving the closure.
When a motion is moved, seconded and carried out that the meeting proceed to the next business, the question under discussion shall be considered dropped.
All motions and amendments to motions shall be dictated for recording by the Secretary for the meeting.
When an amendment is made upon any motion, no second amendment shall be accepted until the first has been disposed of, but notice of a further amendment may be given. If an amendment is carried it shall be put as substantive motion, upon which a further amendment may be moved upon the original question, but only one amendment shall be submitted at a time.

DISSOLUTION:

The Club, by consent of 75% of member voting at a meeting convened for such purpose is dissolved.
In the event of the Club being dissolved, the amount that remains after such dissolution and the satisfaction of any debts and liabilities shall be transferred to either:

Any incorporated association that is carried predominately for the encouragement of the game or sport and is not carried on for the profit or gain of individual members; or
Any charitable organisation

Which incorporated association or charitable organisation, as the case requires, shall be determined by resolution of the members when authorising and directing the Committee under Section 33(a) of the Act to prepare a distribution plan for the distribution of the surplus property of the Club.

AMENDMENTS:

1. The Club, by consent of 75% of members voting at a meeting convened for such purpose, may amend, add to or rescind the rules of the Constitution in accordance with the rules of the Associations Incorporation Act 2015.
2. These rules bind every member of the Club to the same extent as if every member and the Club had signed and sealed these rules and agreed to be bound by all their provisions.
3. As soon as practicable after making any proposal for a change to the Constitution or Rules of the Club, the Secretary shall provide to the Director of Liquor Licensing, certified particulars of the change proposed. No effect will be given to the change without prior approval of the Director.

INSPECTION OF RECORDS:

A member may at any reasonable time, inspect without charge the books, documents, records and securities of the Club.

COMMON SEAL

The Club shall have a common seal on which its corporate name shall appear in legible characters.
The common seal of the Club shall not be used without the express authority of the Committee and every use of the common seal shall be recorded in the minute book referred to in Rule 18.
The affixing of the common seal of the Club shall be witnessed by any two of the Chairperson, the Secretary and the Treasurer.
The common seal of the Club shall be kept in custody of the Secretary or of such other person as the Committee from time to time decides.