PDNFL Constitution
PICOLA AND DISTRICT FOOTBALL AND NETBALL LEAGUE INCORPORATED
Registration Number # 47599271592
(updated Feb 2014)
Riordan Legal Pty Ltd
124-126 Fryers Street,
SHEPPARTON VIC 3630
DX 63012 SHEPPARTON
Telephone: (03) 5823 7600
Facsimile: (03) 5821 0299
VLC:HKC:63589
TABLE OF CONTENTS
1. Name 3
2. PURPOSES OF LEAGUE 3
3. POWERS OF LEAGUE 5
4. INTERPRETATION AND DEFINITIONS 5
5. REGISTERED ADDRESS 7
6. MEMBERSHIP OF LEAGUE 7
7. SUBSCRIPTIONS AND FEES 10
8. REGISTERS 10
9. RESIGNATION OF MEMBERS 11
10. EXPULSION, SUSPENSION OR FINING OF MEMBERS 11
11. ANNUAL GENERAL MEETINGS 13
12. SPECIAL GENERAL MEETINGS 14
13. NOTICE OF MEETINGS 15
14. PROCEEDINGS AT MEETINGS 15
15. CHAIRPERSON AT MEETINGS 16
16. ADJOURNMENT OF MEETINGS 16
17. VOTING AT GENERAL MEETINGS 17
18. BOARD 18
19. ELECTION OF THE BOARD 19
20. VACANCY ON THE BOARD 20
21. LEAVE OF ABSENCE 21
22. QUORUM AND PROCEDURE AT BOARD MEETINGS 21
23. DELEGATED POWERS AND DUTIES 23
24. appointment of secretary and treasurer 24
25. Public Officer 24
26. GRIEVANCE PROCEDURES 25
27. SOURCES OF FUNDS 26
28. APPLICATION OF INCOME 26
29. SIGNING OF NEGOTIABLE INSTRUMENTS 26
30. COMMON SEAL 26
31. ALTERATION OF CONSTITUTION 26
32. DISSOLUTION 27
33. INDEMNITY 27
34. SERVICE OF NOTICES 27
35. CUSTODY OF BOOKS AND OTHER DOCUMENTS 28
36. REGULATIONS & BY-LAWS 28
PART I – PURPOSES, POWERS AND INTERPRETATION
The name of the incorporated association is Picola and District Football and Netball League Incorporated (“the League”).
The purposes for which the League is established are to:
(a) provide for the conduct, encouragement, promotion and administration of the sports of netball and Australian Rules football throughout the Picola & District area including but limited to:
(i) promoting a greater community awareness of, and enjoyment in netball and Australian Rules football and their contribution to sport generally;
(ii) promoting and holding, either alone or jointly with any other association, club or person, netball competitions, championships, exhibitions, meetings and other activities of the League generally;
(iii) promoting, encouraging and providing facilities for the education, practice and play of the sports of netball and Australian Rules football and to raise levels and standards of netball play in Picola & District area;
(iv) representing the interests of netball and Australian Rules football and netball and Australian Rules football players within the Picola & District area at state level, and to uphold the rules of netball and Australian Rules football;
(v) selecting and appointing netball and Australian Rules football representatives, officials and delegates for local competition or for any other purposes;
(vi) co-operating with and assisting any organisation having objects and purposes similar to those of the League in any manner which may further the interests of netball and Australian Rules football or the League generally;
(vii) settling disputes or questions on any matters relating to netball and Australian Rules football in the Picola & District area;
(viii) hearing and determining upon any allegation or complaint or charge involving a breach of this Constitution or the laws of netball or Australian Rules football or in respect of any matters affecting the interest of netball, Australian Rules football or of the League which may be made against any members of the League, with power to impose fines or any other penalties as prescribed in this Constitution;
(b) affiliate and otherwise liaise with Netball Victoria and the Victorian Country Football League in the pursuit of these purposes and the sports of netball and Australian Rules football and to comply with the rules and regulations for the organisation and conduct of competitions established by Netball Victoria and the Victorian Country Football League respectively;
(c) ensure that a high standard of the sports of netball and Australian Rules football is maintained;
(d) develop a sense of sportsmanship and a high degree of proficiency in netball and Australian Rules football competitors;
(e) use and protect the Intellectual Property of the League including but not limited to logos, trademarks, copyright and names on any equipment, product, publication or event developed by the League;
(f) collect, distribute and publish information in connection with netball and Australian Rules football;
(g) strive for Government, commercial and public recognition of the League and netball and Australian Rules football;
(h) ensure adoption of and compliance with rules of the sports of netball and Australian Rules football;
(i) further develop the League into an organised institution and with these purposes in view, to foster, regulate, organise and manage competitions, events, displays and other activities and to issue badges, medallions and certificates and award trophies to successful competitors;
(j) promote the health and safety of competitors;
(k) encourage competitors to realise their potential and athletic abilities;
(l) encourage and promote performance-enhancing drug free competitions; and
(m) undertake and do all such things or activities which are necessary, incidental and conducive to the advancement of these purposes.
Solely for furthering the purposes set out above the League has, in addition to the rights, powers and privileges conferred on it under the Act, the legal capacity and powers of a company as set out under section 124 of the Corporations Act.
Definitions
4.1 In this Constitution, unless the contrary intention appears:
“Affiliated Club” means a Football Affiliated Club or a Netball Affiliated Club or an Amalgamated Club.
“Amalgamated Club” means a not for profit incorporated club or company limited by guarantee which has an interest in netball and Australian Rules football.
“Annual Subscriptions” means the annual fees payable by each category of Member as determined by the Board under Rule 7.
“League” means the Picola and District Football and Netball League Incorporated.
“Board” means the board of the League elected under Rules 18 and 19.
“Board Member” means a member of the Board.
“By-Laws” means any by-laws made by the Board on the recommendation of the Delegates Committee under Rule 36.
“Constitution” means this constitution of the League as amended from time to time.
“Delegate's Committee" means the sub-committee established by the Board in accordance with Rule 23.6.
“Financial Year” means the year ending on the 31st day of October.
“Football Affiliated Club” means a not for profit incorporated club or company limited by guarantee which has an interest in Australian Rules football.
“General Meeting” means an Annual General Meeting or a Special General Meeting, being a meeting of Members convened in accordance with Rules 11 or 12.
“Hearing Panel” means the panel appointed to exercise the Board's powers under Rule 10.
“Intellectual Property” means all rights subsisting in copyright, trade names, trademarks, logos, designs, equipment, images (including photographs, videos or films) or service marks relating to the League or activity conducted, promoted or administered by the League.
“Life Member” means an individual elected as such under Rule 6.12.
“Member” means an Affiliated Club, a Life Member or a Registered Member and “Members” means all these members collectively as members of the League for the time being under Rule 6.
“Netball Affiliated Club” means a not for profit incorporated club or company limited by guarantee which has an interest in netball.
“Netball Victoria” means the Victorian Netball Association Incorporated trading as Netball Victoria.
“North West Division” means the Picola North West Division of the Picola & District Football Netball League.
“Register" means the register of Members kept in accordance with Rule 8.1.
“Registered Member” means a person registered with the League and Netball Victoria or the Victorian Country Football League as a player, umpire, coach or official.
“Regulations” means any regulations made by the Board under Rule 36.
“Representative" means a representative of an Affiliated Club appointed in accordance with Rule 6.13 or in their absence a nominee of that representative, (who must also be a member of the same Affiliated Club as the Representative).
“South East Division” means the Picola South East Division of the Picola & District Football Netball League.
“Special Resolution” has the same meaning as the Act.
“the Act” means the Associations Incorporation Act 1981 (Vic).
Interpretation
4.2 In this Constitution:
(a) a reference to a function includes a reference to a power, authority and duty;
(b) a reference to the exercise of a function includes where the function is a power, authority or duty a reference to the exercise of the power or authority of the performance of the duty;
(c) words importing the singular include the plural and vice versa;
(d) words importing any gender include the other genders;
(e) words or expressions shall be interpreted in accordance with the provisions of the Act as they vary from time to time;
(f) references to persons include corporations and bodies politic;
(g) references to a person include the legal personal representatives, successors and permitted assigns of that person;
(h) a reference to a statute, ordinance code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them (whether of the same or any legislative authority having jurisdiction); and
(i) expressions referring to "writing" shall unless the contrary intention appears, be construed as including references to printing, photography and other modes of representing or reproducing words in a visible form, including messages sent by electronic mail.
Enforceability
4.3 If any provision of this Constitution or any phrase contained in it is invalid or unenforceable in any jurisdiction, the phrase or provision shall be read down for the purpose of that jurisdiction, if possible, so it is valid and enforceable. If it cannot be so read down the provision shall be severed to the extent of the invalidity or unenforceability. The remaining provisions of this Constitution and its validity or enforceability shall not be affected by the severance in any other jurisdiction.
The registered address of the League shall be at such place as determined by the Board from time to time.
PART II - MEMBERSHIP
Classes of Member
6.1 The Members of the League shall be, and shall be divided into, the following classes:
(a) Affiliated Clubs, which shall be represented by their Delegate. The Delegate shall have the right to be present, to debate and to vote at General Meetings;
(b) Life Members, which shall have the right to be present, but not a right to debate or vote, at General Meetings;
(c) Registered Members, which shall not have a right to be present, to debate or to vote at General Meetings;
(d) such other class or classes of members as determined by the Board from time to time.
Application for Membership
6.2 To be eligible for membership as an Affiliated Club, the Affiliated Club must be incorporated or in the process of incorporation, which process shall be complete within twelve months of applying for membership under this Constitution.
6.3 For such time an applicant for membership as an Affiliated Club is not incorporated, the President of any unincorporated body shall be deemed to be the Member, and shall be entitled to the same voting and other rights and shall follow such procedures as incorporated Affiliated Clubs, to the extent that this is possible.
6.4 Any dispute as to the application of this Constitution to an unincorporated Affiliated Club shall be resolved by the Board in its sole discretion.
6.5 Subject to this Constitution, an application for membership as a Member must be:
(a) in writing in the form prescribed by the Board from time to time;
(b) accompanied by the appropriate fee or fees, if any; and
(c) lodged with the Secretary.
6.6 As soon as is practicable after the receipt of an application under Rule 6.5, the Secretary shall refer the application to the Board.
6.7 Upon an application being referred to the Board, the Board shall, as soon as practicable, determine whether to approve or decline the application.
6.8 If the Board approves the application for membership, the Board shall determine the appropriate class of membership and the Secretary shall, as soon as practicable, notify the applicant in writing that it is approved or declined. If approved, membership shall commence on entry into the Register in accordance with Rule 6.10.
6.9 If the Board does not approve an application for membership, the Secretary shall, as soon as practicable, notify the applicant in writing that she, he or it is not approved for membership. The Board is not required to give reasons for its decision.
6.10 If the application for membership is approved, the Secretary shall enter the applicant's name in the Register, and upon the name of the applicant being so entered, the applicant becomes a Member. The Secretary shall also enter the class of membership afforded to the Member and the name of the Delegate (if applicable).
6.11 An Affiliated Club is not required to reapply for membership each Financial Year. Affiliated Clubs shall subject to this Constitution, remain Members of the League provided all monies due and payable to the League have been paid, other than the amount of the Annual Subscription payable in respect of the current Financial Year. If Affiliated Clubs do not pay the Annual Subscription within 30 days of the due date, their membership shall lapse and they will be required to apply for membership in accordance with this Rule 6.
6.12 Life Members shall be determined by the Board. The Board may grant a person life membership in recognition of services rendered to the League.
Representatives of Affiliated Club
6.13 Each Affiliated Club may appoint up to two Representatives to represent the Affiliated Club and the Representative(s) (or their nominee(s)) are the only persons who may represent the Affiliated Club at General Meetings.
6.14 Each Affiliated Club must advise the Secretary at least 48 hours prior to the Annual General Meeting who its Representative(s) will be for the succeeding year (if no notification is provided to the Secretary the Secretary of the Affiliated Club shall be deemed to be the Representative), or 48 hours prior to any meeting who their nominee will be for that meeting.
6.15 No Representative may represent more than one Affiliated Club.
6.16 The Board may in its discretion determine that a person nominated by an Affiliated Club to be a Representative shall not represent an Affiliated Club as a Representative, and shall notify that Member accordingly.
6.17 Any change in the Representative shall require the approval of the Board in its discretion.
6.18 The Secretary shall record any change in Representative in the Register.
6.19 Each Representative shall comply with the directions given by a resolution of the Affiliated Club, including in respect of voting, and if required by the Board, shall provide to the Board evidence of such compliance.
Effect of Membership
6.20 Members acknowledge and agree that:
(a) this Constitution constitutes a contract between each of them and the League and that they are bound by this Constitution and the Regulations and By-Laws;
(b) they shall comply with and observe this Constitution and the Regulations and By-Laws;
(c) by submitting to this Constitution and the Regulations and By-Laws they are subject to the jurisdiction of the League;
(d) this Constitution and the Regulations and By-Laws are necessary and reasonable for promoting the purposes of the League; and
(e) they are entitled to all benefits, advantages, privileges and services of their membership as determined by the Board.
6.21 Members may by virtue of membership of the League and subject to this Constitution:
(a) express in writing or otherwise their views and opinions in any meeting in respect of which they are entitled to participate in accordance with this Constitution;
(b) make proposals or submissions to the Board;
(c) engage and participate in any activity approved, sponsored or recognised by the League; and
(d) conduct any activity approved by the League.
6.22 A right, privilege or obligation of a person by reason of their membership of the League:
(a) is not capable of being transferred or transmitted to another person; and
(b) terminates upon the cessation of membership whether by death, resignation or otherwise.
The Annual Subscriptions and any other fees payable by Members or classes of Members to the League, the benefits which apply, the time for, and manner of payment, shall be determined by the Board from time to time.
Secretary to Keep Register of Members
8.1 The Secretary shall keep and maintain a Register of Members in which shall be entered the full name, address, class of membership, date of entry of the name of each Member.
Inspection of Register
8.2 Having regard to confidentiality considerations, an extract of the register, excluding the contact details of a Member who is an individual, shall be available for inspection (but not copying) by Affiliated Clubs and Life Members, upon reasonable request.
Notice of Resignation
9.1 Any Member who has paid all monies due and payable to the League may resign from the League by giving 30 days notice in writing to the League of such intention to resign. Upon the expiration of that period of notice, the Member shall cease to be a member.
Expiration of Notice Period
9.2 Upon the expiration of a notice given under Rule 9.1, an entry, recording the date on which the Member who gave notice ceased to be a Member, shall be recorded in the Register.
Forfeiture of Rights
9.3 A Member who ceases to be a Member, for whatever reason, shall forfeit all right in and claim upon the League and its property including Intellectual Property.
Suspension in Exceptional Circumstances
10.1 In addition to the rights of suspension and expulsion under this Constitution, the Board may in its discretion suspend a Member from the League in exceptional circumstances pending determination of a resolution under this Rule 10. For the purposes of this Rule "exceptional circumstances" means circumstances in which, after reasonably enquiry, it is considered that the League or any of the Members may suffer damage or detriment as a result of the actions or inactions by the Member who is being considered for suspension under this Rule.
10.2 If a suspension is imposed under this Rule, the Secretary shall notify the Member concerned of the suspension in writing and send a copy of such notification to the Board. There is no right of appeal of a suspension made under this Rule.
Board Resolution
10.3 Subject to this Constitution, the Board may by resolution:
(a) expel a Member from the League; or
(b) suspend a Member from membership of the League for a specified period; or
(c) fine a Member;
(d) impose such other penalty, action or educative process as it sees fit,
if the Board considers that the Member has:
(e) breached, failed, refused or neglected to comply with a provision of this Constitution and the Regulations;
(f) acted in a manner unbecoming of a Member or prejudicial to the objects and interests of the League, or another Member; or
(g) brought the League, or another Member into disrepute.
Such grounds do not constitute a grievance, and Rule 26 does not apply.
Notice of Alleged Breach
10.4 Where the Board considers that a Member may have satisfied one or more of the grounds in Rules 10.3(e), 10.3(f) or 10.3(g), the Secretary shall, as soon as practicable, serve on the Member a notice in writing:
(a) setting out the alleged breach of the Member and the grounds on which it is based;
(b) stating that the Member may address the Board at a meeting to be held not earlier than 14 and not later than 28 days after service of the notice;
(c) stating the date, place and time of that meeting;
(d) informing the Member that he, she or it may do one or more of the following: -
(i) attend that meeting;
(ii) give the League, before the date of that meeting a written statement regarding the alleged breach.
Determination of Board
10.5 At a meeting of the Board held in accordance with Rule 10.4, the Board shall:
(a) give to the Member every opportunity to be heard;
(b) give due consideration to any written statement submitted by the Member; and
(c) by resolution determine whether the alleged breach occurred.
No right of appeal
10.6 There shall be no right of appeal in respect of a resolution of the Board under this Rule 10.
Non Application of Rule 10
10.7 This Rule 10 shall not apply to any incident or matter to which the Competition Regulation or the Member Protection Regulation of the League, Victorian Country Football League or Netball Victoria applies. Any Competition related matter or Member Protection related matter should be dealt with in accordance with the disciplinary procedure set out in the Competition Regulation or Member Protection Regulation of the League, Victorian Country Football League or Netball Victoria, as the case may be.
Delegation of powers
10.8 The Board may delegate its powers under this Rule 10 to a Hearing Panel comprised of three (3) persons appointed by the Board from time to time, provided that no member of the Hearing Panel may be a Member of the League.
10.9 If any person appointed to the Hearing Panel in accordance with Rule 10.8 has a conflict of interest in respect of any matter to be determined by the Hearing Panel, that person must disclose the conflict and the Board may appoint another person in his/her stead for the determination of that matter only.
PART III- GENERAL MEETINGS
Annual General Meeting to be Held
11.1 The league shall in each calendar year convene and hold an Annual General Meeting of its Members in accordance with the provisions of the Act, on a date at least 30 days after the Pre AGM and at a venue to be determined by the Board.
Ordinary Business
11.2 The ordinary business of the Annual General Meeting shall be to:
(a) confirm the minutes of the last preceding Annual General Meeting and of any General Meeting held since that meeting;
(b) receive from the Board, reports upon the transactions of the League during the last preceding year;
(c) elect the Board Members of the League;
(d) declare Life Members;
(e) appoint or elect an auditor for the following year;
(f) review financial requirements for the following year and to determine any allowances paid to Board Members;
(g) set team fees and levies for each competition;
(h) receive and consider any amendments to uniforms submitted by Affiliated Clubs;
(i) receive and consider any proposals for uniforms for new Affiliated Clubs; and
(j) receive and consider the statement submitted by the Board in accordance with section 30(3) of the Act.
Special Business
11.3 The Annual General Meeting may transact special business of which notice is given in accordance with this Constitution.
Additional Meetings
11.4 The Annual General Meeting shall be in addition to any other General Meetings that may be held in the same year.
Entitlement to Vote
11.5 The only persons entitled to vote at Annual General Meetings of the League shall be the Affiliated Clubs.
11.6 Notwithstanding Rule 11.5, no Affiliated Club shall be entitled to vote at any General Meeting unless all monies due and payable by it have been paid.
Other General Meetings
11.7 All General Meetings other than the Annual General Meeting shall be Special General Meetings and shall be held in accordance with the provisions of this Constitution.
Special General Meetings May be Held
12.1 The Board may, whenever it thinks fit convene a Special General Meeting of the League and, where, but for this Rule more than 15 months would elapse between Annual General Meetings, shall convene a Special General Meeting before the expiration of that period.
Request for Special General Meetings
12.2 The Board shall on a request in writing of not less than twenty five per cent (25%) of Affiliated Clubs and Life Members convene a Special General Meeting. The Board may also request a Special General Meeting.
12.3 The request for a Special General Meeting shall state the object(s) of the meeting and shall be signed by the Affiliated Clubs and Life Members making the request and be sent to the Secretary and may consist of several documents in a like form, each signed by one or more of the Affiliated Clubs and Life Members making the requisition.
12.4 If the Board does not cause a Special General Meeting to be held within 30 days after the date on which the request is sent to the League, the Members making the request, or any of them, may convene a Special General Meeting to be held not later than 90 days after that date.
12.5 A Special General Meeting convened by Members under this Constitution shall be convened in the same manner, or as nearly as possible as that, in which meetings are convened by the Board. All reasonable expenses incurred in convening the meeting shall be refunded by the League to the persons incurring the expenses.
Notice to be Given for General Meetings
13.1 The Secretary shall, at least 28 days before the date fixed for holding a General Meeting, send to each Affiliated Club and Life Member at their address appearing in the Register, a notice in writing stating the place, date and time and the nature of the proposed business to be transacted at the meeting.
13.2 The Secretary shall, at least 7 days before the date fixed for holding an Annual General Meeting, cause a notice of the meeting to be published in the newspapers circulated within the Picola & District area.
Business of Meeting
13.3 No business other than that set out in the notice convening the meeting shall be transacted at the General Meeting.
13.4 A Member desiring to bring any business before a meeting shall give at least 30 days notice in writing of that business to the League which shall include that business in a notice calling the next General Meeting after the receipt of the notice.
13.5 A motion of which due notice has been given, if unsuccessful, cannot be resubmitted, nor may any other motion having a similar effect be moved at a subsequent General Meeting for a period of twelve (12) months. The Chairperson shall determine whether a motion is a motion having a similar effect.
Special Business
14.1 All business that is transacted at a Special General Meeting or the Annual General Meeting, with the exception of that referred to in this Constitution as the ordinary business of the Annual General Meeting, shall be special business.
Quorum
14.2 No item of business shall be transacted at a General Meeting unless a quorum of Members entitled under this Constitution to vote is present during the time when the meeting is considering that item.
14.3 Thirteen (13) of the Affiliated Clubs personally present constitute a quorum for the transaction of the business at a General Meeting.
14.4 If within half an hour after the appointed time for the commencement of a General Meeting, a quorum is not present, the meeting:
(a) if convened upon the requisition of Members, shall be dissolved; and
(b) in any other case, shall stand adjourned to the same day in the next week at the same time and (unless Members are notified of an alternate venue) at the same place and if at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the Members present (being not less than 5) shall be a quorum.
President to Chair
15.1 The President shall chair each General Meeting of the League.
Where President Absent
15.2 If the President is absent from a General Meeting or is unwilling to act, the Board Members present shall elect one of their number to preside as chairperson at the meeting.
Chairperson May Adjourn Meeting
16.1 The Chairperson of a General Meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other then the business left unfinished at the meeting at which the adjournment took place.
Further Notice
16.2 Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting shall be given as in the case of the General Meeting.
16.3 Except as provided in Rule 16.2, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
Voting Procedure
17.1 Except as otherwise provided in this Constitution, all votes shall be given in person by attendance at a General Meeting. No proxy voting shall be permitted.
17.2 A question arising at a General Meeting shall be determined on a show of hands unless a poll is demanded.
17.3 In the case of an equality of voting on a question, the Chairperson of the meeting may exercise a second or casting vote.
17.4 An Affiliated Club is not entitled to vote at any General Meeting unless all monies due and payable to the League have been paid, other than the amount of the Annual Subscription payable in respect of the current Financial Year.
Votes per Member
17.5 Each Affiliated Club shall be entitled to cast two votes at any General Meeting.
Recording of Determinations
17.6 If before, or on, the declaration of the show of hands a poll is demanded, a declaration by the Chairperson that a resolution has, on a show of hands, been carried, carried unanimously, carried by a particular majority or lost, an entry to that effect in the minute book of the League is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
Poll at General Meetings
17.7 If at a meeting a poll on any question is demanded by 5 Affiliated Clubs, it shall be taken at the meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.
17.8 A poll that is demanded on the election of a Chairperson or on a question of an adjournment shall be taken immediately and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairperson may direct.
PART IV – BOARD
Powers of Board
18.1 The affairs of the League shall be managed by a Board constituted under Rule 18.3.
18.2 Subject to this Constitution and the Act, the Board:
(a) shall control and manage the business and affairs of the League;
(b) may exercise all such powers and functions as may be exercised by the League other than those powers and functions that are required by this Constitution to be exercised by the Members in General Meeting;
(c) has power to perform all such acts and things as appear to the Board to be essential for the proper management of the business and affairs of the League;
(d) must at all times act in the best interests of the League; and
(e) has power to appoint by resolution the Secretary, an Assistant Secretary and the Treasurer, who are not members of the Board.
Composition of Board
18.3 The Board shall consist of eleven (11) Board Members comprising:
(a) the President;
(b) Vice President (North West Division) who must be affiliated with an Affiliated Club which currently competes in the North West Division;
(c) Vice President (South East Division) who must be affiliated with an Affiliated Club which currently competes in the South East Division;
(d) two (2) netball representatives from the North West Division;
(e) two (2) netball representatives from the South East Division;
(f) two (2) football representatives from the North West Division; and
(g) two (2) football representatives from the South East Division,
who shall be elected annually in accordance with Rule 19.
18.4 All Board Members shall have one vote each, provided that in the case of an equality of voting on a question, the Chairperson appointed in accordance with Rule 15 may exercise a second or casting vote.
18.5 Each Board Member shall hold office until the conclusion of the Annual General Meeting following the declaration of their election. All Board Members are eligible for re-election.
18.6 For the purpose of chairing Board meetings, the Board may in its discretion also appoint the position of Chairperson from amongst its number as soon as practicable after each Annual General Meeting. The appointee will hold the position of Chairperson until the conclusion of the next Annual General Meeting following their appointment. A Board Member may be re-appointed as Chairperson. For avoidance of doubt, a Board Member may by appointed as Chairperson and President. If no Board Member is appointed as Chairperson under this Rule, the President shall be deemed to be the Chairperson.
Casual Vacancy
18.7 In the event of a casual vacancy in the office of any Board Member, the Board may appoint a Member to the vacant office and the person so appointed may continue in office up to and including the conclusion of the Annual General Meeting following the date of their appointment.
Nominations of Candidates
19.1 The returning officer shall call for nominations for Board Members before the date of the Annual General Meeting. Candidates may nominate for a specific position, being President, Vice President (North West Division) and Vice President (South East Division), or for one of the remaining eight Board Member positions. Candidates can nominate for more than one position.
19.2 Nominations of candidates for election as Board Members, shall be:
(a) made in writing, signed by 2 Members and accompanied by the written consent of the nominee (which may be endorsed on the form of nomination). The nominee must be a Member of the League; and
(b) delivered to the Secretary of the League by the date specified on the call for nominations.
19.3 If the number of nominations received for the Board, together with the positions of President, Vice President (North West Division) and Vice President (South East Division), is equal to the number of vacancies to be filled or if there are insufficient nominations received to fill all vacancies on the Board, then those nominated shall be declared elected at the Annual General Meeting and further nominations as required shall be called for.
19.4 If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held. The ballot must be conducted in such manner as the Board may direct.
19.5 If a ballot is required it shall be held for the position of President first, followed by each Vice-President then for the remaining Board Members. If a candidate has nominated for more than one position, they can contest each of those ballots.
Grounds for Termination of Member of Board
20.1 For the purposes of this Constitution, the office of a Board Member becomes vacant if the Board Member:
(a) becomes an insolvent under administration within the meaning of the Corporations Law;
(b) resigns their office by notice in writing given to the League;
(c) dies or becomes of unsound mind or a person whose person or estate is liable to be dealt with in anyway under the law relating to mental health;
(d) is prohibited from being a director of a company under the Corporations Act; or
(e) fails to attend 3 consecutive meetings of the Board without having previously obtained leave of absence or provided reasonable excuse for such absence.
Removal of Board Member
20.2 The League in a Special General Meeting may by resolution remove any Board Member, before the expiration of their term of office and appoint another individual Member in their place to hold office until the expiration of the term of the first mentioned Board Member.
20.3 Where the Board Member to whom a proposed resolution referred to in Rule 20.2 makes representations in writing to the Secretary or the President and requests that such representations be notified to the Members, the Secretary or the President may send a copy of the representations to each Member or, if they are not so sent, the Board Member may require that they be read out at the meeting, and the representations shall be so read.
Grant of Leave of Absence
21.1 The Board may grant a leave of absence to a Board Member for a period not exceeding 3 months, on the submission of a written application for such leave to the Secretary or the President.
Discretion as to Leave of Absence
21.2 The Board may, in its discretion, grant leave of absence to a Board Member for such period as it sees fit following consideration of an application submitted in writing to the Secretary or the President, provided that in no circumstances shall the leave of absence exceed the remaining term of office of the Board Member.
Convening a Board Meeting
22.1 The Board shall meet as required, but shall meet on a minimum of four occasions in each year.
22.2 Unless all Board Members agree to hold a meeting at shorter notice (which agreement shall be sufficiently evidenced in writing or by their presence) not less than two days' notice of the meeting of the Board shall be given to each Board Member.
Quorum
22.3 The majority of Board Members shall constitute a quorum for the transaction of the business of a meeting of the Board.
22.4 No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week.
22.5 The Board may act notwithstanding any vacancy.
Procedures at Meetings
22.6 At meetings of the Board:
(a) the Chairperson appointed under Rule 18.6 shall chair the meeting;
(b) if the Chairperson appointed under Rule 18.6 is absent or unwilling to act, the Board shall appoint one of its members to chair the meeting.
22.7 Questions arising at a meeting of the Board shall be determined on a show of hands or, if demanded by a Board Member, by a poll taken in such manner as the persons presiding at the meeting may determine.
22.8 Each Board Member present at a meeting of the Board (including the person presiding at the meeting) is entitled to one vote and in the event of an equality of votes on any question, the President may exercise the second or casting vote.
22.9 A resolution in writing signed or assented to by facsimile or other form of electronic communication by all the Board Members, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form each signed by one or more of the Board Members.
22.10 Without limiting the power of the Board to regulate its meetings as it thinks fit, a meeting of the Board Members may be held where one or more of the Board Members is not physically present at the meeting, provided that:
(a) all persons participating in the meeting are able to communicate with each other effectively simultaneously and instantaneously whether by means of telephone or other form of communication;
(b) notice of the meeting is given to all the Board Members entitled to notice in accordance with the usual procedures agreed upon or laid down from time to time by the Board and such notice specifies that the Board Members are not required to be present in person;
(c) in the event that a failure in communications prevents condition (a) from being satisfied by that number of Board Members which constitutes a quorum, and none of such Board Members are present at the place where the meeting is deemed by virtue of the further provisions of this Rule to be held then the meeting shall be suspended until condition (a) is satisfied again. If such condition is not satisfied within 15 minutes from the interruption the meeting shall be deemed to have terminated; and
(d) any meeting held where one or more of the Board Members is not physically present shall be deemed to be held at the place specified in the notice of meeting provided a Board Member is there present and if no Board Member is there present the meeting shall be deemed to be held at the place where the Chairperson of the meeting is located.
Minutes
22.11 The Secretary shall keep minutes of the resolutions and proceedings of each General Meeting and Board meeting in books provided for that purpose, together with a record of the names of persons present at all meetings.
Board Members’ Interests
22.12 A Board Member is disqualified by holding any place of profit or position of employment in the League, or in any company or incorporated association in which the League is a shareholder or otherwise interested or from contracting with the League either as vendor, purchaser or otherwise except with express resolution of approval of the Board. Any such contract or any contract or arrangement entered into by or on behalf of the League in which any Board Member is in any way interested will be voided for such reason.
Disclosure of Interests
22.13 The nature of the interest of such Board Member must be declared by the Board Member at the meeting of the Board at which the contract or arrangement is first taken into consideration if the interest then exists or in any other case at the first meeting of the Board after the acquisition of the interest. If a Board Member becomes interested in a contract or arrangement after it is made or entered into the declaration of the interest must be made at the first meeting of the Board held after the Board Member becomes so interested.
General Disclosure
22.14 A general notice that a Board Member is a member of any specified firm or company and is to be regarded as interested in all transactions with that firm or company is sufficient declaration under Rule 22.13 as regards such Board Member and the said transactions. After such general notice it is not necessary for such Board Member to give a special notice relating to any particular transaction with that firm or company.
Recording Disclosures
22.15 It is the duty of the Secretary to record in the minutes any declaration made or any general notice as aforesaid given by a Board Member in accordance with Rule 22.13 and 22.14.
Conflicts
22.16 A Board Member, notwithstanding the interest, may be counted in the quorum present at any meeting but cannot vote in respect of any contract or arrangement in which the Board Member is interested. If the Board Member votes, the vote shall not be counted.
Sub-Committees
23.1 The Board may establish and delegate any of its functions, powers or duties (except this power to delegate) to such sub-committee or sub-committees as it thinks fit and may recall or revoke any such delegation or appointment and may amend or repeal any decision made by such sub-committee.
23.2 The Board shall determine in writing the duties and powers afforded to any sub-committee and the sub-committee shall, in the exercise of such delegated powers, conform to any directions or Regulations that may be prescribed by the Board.
23.3 A Board Member shall be ex-officio members of any sub-committee so appointed.
23.4 The proceedings for any sub-committee shall, with any necessary or incidental amendment, be the same as that applicable to meetings of the Board in Rule 22.
23.5 Within 7 days of any meeting of any sub-committee, the sub-committee shall send a copy of the minutes and any supporting documents to the Secretary.
Delegates Committee
23.6 Without limiting the Board's power under the proceeding clauses of this Rule 23, the Board must establish a Delegates Committee which shall consist of:
(a) one (1) Australian Rules football representative and one (1) netball representative from each Amalgamated Club;
(b) one (1) representative from each Netball Affiliated Club; and
(c) one (1) representative from each Football Affiliated Club.
23.7 The Board shall determine in writing the duties and powers afforded to the Delegates Committee and the Delegates Committee shall, in the exercise of such delegated powers, conform to any directions or Regulations that may be prescribed by the Board.
23.8 Notwithstanding Rule 23.7, the Board must accept the recommendation of the Delegates Committee in relation to any of the following matters:
(a) the content of the By-Laws; and
(b) any changes to the By-Laws.
24.1 The Board must advertise for the position of Secretary and Treasurer each year and shall appoint the successful applicant into each role by resolution.
24.2 The Board may also, if it deems necessary, appoint an Assistant Secretary, who shall preside in the Secretary's absence and assist the Secretary when requested.
24.3 The Secretary, Treasurer and Assistant Secretary shall not become members of the Board following appointment and they shall have no voting rights at Board Meetings or General Meetings.
The Board must appoint one of its number as public officer from time to time.
PART V - MISCELLANEOUS
26.1 The grievance procedure set out in this Rule applies to disputes under this Constitution between:
(a) a Member and another Member; or
(b) a Member and the League.
26.2 The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within fourteen days after the dispute comes to the attention of all of the parties.
26.3 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 ten days, hold a meeting in the presence of a mediator.
26.4 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; or
(ii) in the case of a dispute between a Member and the League, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
26.5 A Member of the League can be a mediator.
26.6 The mediator cannot be a Member who is a party to the dispute.
26.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
26.8 The mediator, in conducting the mediation, must:
(a) give the parties to the mediation process every opportunity to be heard; and
(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.
26.9 The mediator must not determine the dispute.
26.10 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.
The funds of the League shall be derived from Annual Subscriptions, donations and such other sources as the Board determines.
28.1 The income and property of the League shall be applied solely towards the promotion of the purposes of the League as set out in this Constitution.
28.2 No portion of the income or property of the League shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise to any Member, but this shall not preclude payment to a Member in good faith for expenses incurred or services rendered.
All cheques and other negotiable instruments shall be signed by two Board Members or in such other manner approved by the Board from time to time.
30.1 The common seal of the League shall be kept in the custody of the Secretary.
30.2 The common seal shall not be affixed to any instrument except by the authority of the Board and the affixing of the common seal shall be attested by the signatures of 2 Board Members.
30.3 A Board Member may not sign a document to which the seal of the League is fixed where the Board Member is interested in the contract or arrangement to which the document relates.
31.1 This Constitution shall not be altered except by Special Resolution in accordance with the Act.
31.2 Any proposed alteration to this Constitution must be submitted to the Board no later than 30 days prior to the Annual General Meeting in each year.
31.3 In addition, there shall be no alteration or amendment to Rules 32.2 or 33 without the consent of the relevant Minister under the Act.
32.1 In the event of the League being wound up while a Member, the liability of the Member shall be limited to any outstanding monies due and payable to the League, including the amount of the Annual Subscription payable in respect of the current Financial Year. No other amount shall be payable by the Member.
32.2 If upon winding up or dissolution of the League, there remains, after satisfaction of all its debts and liabilities, any property, the same shall not be paid to or distributed amongst the Members of the League, but shall be given or transferred to some other organisation having purposes similar to the purposes of the League and which prohibits the distribution of its or their income and property among its or their Members and which is also not carried on for the profit or gain to its Members. Such body or bodies to be determined by the Members of the League at or before the time of dissolution, and in default thereof by such judge of the Supreme Court of Victoria as may have or acquire jurisdiction in the matter.
33.1 Every Board Member of the League shall be indemnified out of the property and assets of the League against any liability incurred by his or her in his or her capacity as Board Member in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted or in connection with any application in relation to any such proceedings in which relief is granted to him or her by the Court.
33.2 The League shall indemnify its Board Members and employees against all damages and costs (including legal costs) for which any such Board Members or employee may be or become liable to any third party in consequence of any act or omission except willful misconduct:
(a) in the case of a Board Member, performed or made whilst acting on behalf of and with the authority, express or implied of the League; and
(b) in the case of an employee, performed or made in the course of, and within the scope of her employment by the League.
34.1 Notices may be given to Members by sending the notice by post or facsimile transmission or where available, by electronic mail, to the Member’s address or facsimile number or electronic mail address shown in the Register.
34.2 Where a notice is sent by post, service of the notice shall be deemed to be effected at the time the letter would have been delivered in the ordinary course of post.
34.3 Where a notice is sent by facsimile transmission, service of the notice shall be deemed to be effected upon receipt of a confirmation report confirming the facsimile was sent to the correct facsimile number.
34.4 Where a notice is sent by electronic mail, service of the notice shall be deemed to be effected by properly addressing and upon receipt of a confirmation report confirming the electronic mail message was received at the electronic mail address to which it was sent.
35.1 Except as otherwise provided in this Constitution, the Secretary shall keep in his or her custody or control all books, documents and securities of the League.
35.2 All books, documents and securities of the League are available for inspection (but not copying) free of charge by any Affiliated Club or Life Member upon request.
Regulations
36.1 The Board may make Regulations and alter, amend or rescind the same as occasions may require, and enforce penalties for their breach. Such Regulations shall have the same force and effect as this Constitution, but shall not be in any way oppose or be in conflict with this Constitution. Such Regulations shall be available for inspection in the League premises.
36.2 Amendments, alterations, interpretation or other changes to Regulations shall be advised to Members by means of notice approved by the Board. Notices shall be binding upon all Members.
By-Laws
36.3 The Board may, on the recommendation of the Delegates Committee, make By-Laws and alter, amend or rescind the same as recommended by the Delegates Committee, and enforce penalties for their breach. Such By-Laws shall have the same force and effect as this Constitution, but shall not be in any way oppose or be in conflict with this Constitution. Such By-Laws shall be available for inspection in the League premises.
36.4 Amendments, alterations, interpretation or other changes to By-Laws shall be advised to Members by means of notice approved by the Board. Notices shall be binding upon all Members.