No.A0003187V
CONSTITUTION
2016
CONSTITUTION OF THE
INDENTED HEAD BOAT CLUB INCORPORATED
No.A0003187V
Regulation Page
PART 1—PRELIMINARY
1Name
2Purposes
3Financial year4
4Definitions4
PART 2—POWERS OF ASSOCIATION5
5Powers of Association5
6Not for profit organisation6
PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES 6
Division 1—Membership6
7Minimum number of members6
8Who is eligible to be a member6
9Application for membership6
10Consideration of application6
11New membership7
12 Annual subscription and fee on joining8
13General rights of members9
14Associate members9
15Rights not transferable9
16Ceasing membership9
17Resigning as a member9
18Register of members10
Division 2—Disciplinary action10
19Grounds for taking disciplinary action10
20Disciplinary subcommittee10
21Notice to member10
22Decision of subcommittee11
23Appeal rights11
24Conduct of disciplinary appeal meeting12
Division 3—Grievance procedure12
25Application12
26Parties must attempt to resolve the dispute12
27Appointment of mediator12
28Mediation process13
29Failure to resolve dispute by mediation13
PART 4—GENERAL MEETINGS OF THE ASSOCIATION13
30Annual general meetings13
31Special general meetings14
32Special general meeting held at request of members14
33Notice of general meetings14
34Proxies15
35Use of technology15
36Quorum at general meetings15
37Adjournment of general meeting16
38Voting at general meeting16
39Special resolutions16
40Determining whether resolution carried16
41Minutes of general meeting17
PART 5—COMMITTEE17
Division 1—Powers of Committee17
42Role and powers17
43Delegation18
Division 2—Composition of Committee and duties of members18
44Composition of Committee18
45General Duties18
46President and Vice-President19
47Secretary19
48 Treasurer19
Division 3—Election of Committee members and tenure of office 20
49Who is eligible to be a Committee member20
50Positions to be declared vacant20
51 Nominations20
52Election of President etc.20
53Election of ordinary members21
54Ballot21
55Term of office22
56Vacation of office22
57Filling casual vacancies22
Division 4—Meetings of Committee23
58Meetings of Committee23
59 Notice of meetings23
60 Urgent meetings23
61Procedure and order of business23
62Use of technology23
63Quorum23
64Voting24
65 Conflict of interest24
66Minutes of meeting24
67Leave of absence24
PART 6—FINANCIAL MATTERS25
68Source of funds25
69 Management of funds25
70Financial records25
71Financial statements25
PART 7—GENERAL MATTERS26
72Common seal26
73Registered address26
74Notice requirements26
75Custody and inspection of books and records26
76Winding up and cancellation27
77Alteration of Rules27
78Flag27
Appendix 1. Proxy Form
Appendix 2. Application Form
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PART 1—PRELIMINARY
1Name
The name of the incorporated association is “The Indented Boat Club Incorporated". No. A0003187V
Note
Under section 23 of the Act, the name of the association and its registration number must appear on all its business documents.
2Purposes
- The purposes for which the proposed incorporated association is established are:-
(a)To promote and encourage the safe use of boats, whether power or sail, as a sport.
(b)To encourage, organise and promote boating sports and related competitions within the club and the community.
(c)To acquire and maintain suitable club premises, with facilities for boat storage and launching for use by members.
(d)To undertake and carry out all activities related to the use of boats, maintenance and storage of boats.
(e)To Co-operate with and assist any organisation having objects and purposes similar to those of the Association in any manner which may further the interest of boating or the Association.
(f)To collect and apply the funds of the Association in such manner that the Association or its Executive Committee believe to be in the best interest of the Association or its members.
- Solely for the purpose of furthering the purposes set out above, the Association shall have the power:
(a)To indemnify any person for any loss or damage incurred as a result of having on behalf of the unincorporated association become liable to pay any amount by way of damages or otherwise.
(b)To subscribe to, become a member and co-operate with any other association, club or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Association.
(c)to buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Association or persons frequenting the Association’s premises.
(d)To purchase, take on, lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Association; provided that in case the Association shall take or hold any property which may be subject to any trusts the Association shall only deal with the same in such manner as is allowed by law having regard to such trusts.
(e)To enter into any arrangements with any Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association; to obtain from any such Government or Authority any rights, privileges and concessions which the Association may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
(f)To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Association.
(g)To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Association’s interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration, or control thereof.
(h)To invest and deal with the money of the Association not immediately required in such manner as may from time to time be thought fit.
(i)To take, otherwise acquire, and hold shares, debentures or other securities of any company or body corporate.
(j)To lend and advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate.
(k)To borrow or raise money either alone or jointly with any other person or legal entity in such manner as may be thought proper and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any moneys and further advances borrowed or to be borrowed alone or with others as aforesaid by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge, lien or other security upon the whole or any part of the incorporated association’s property or assets present or future and to purchase, redeem or pay off any such securities.
(l)To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.
(m)To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association.
(n)To take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Association’s property of whatsoever kind sold by the Association, or any money due to the Association from purchasers and others.
(o)To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Association but subject always to the proviso in paragraph (d).
(p)To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise.
(q)To print and publish any newspapers, periodicals, books or leaflets that the Association my think desirable for the promotion of its objects.
(r)To amalgamate with any one or more incorporated associations having objects altogether or in part similar to those of the Association.
(s)To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the incorporated associations with which the Association is authorised to amalgamate.
(t)To transfer all or any part of the property, assets, liabilities and engagements of the Association to any one or more of the incorporated associations with which the Association is authorised to amalgamate.
(u)To make donations for patriotic, charitable or community purposes.
(v)To transact any lawful business in aid of the Commonwealth of Australia in the prosecution of any war in which the Commonwealth of Australia is engaged.
(w)To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.
3Financial year
The financial year of the Association is each period of 12 months ending on
30th. September.
4Definitions
In these Rules—
absolute majority, of the Committee, means a majority of the committee members currently holding office and entitled to vote at the time (as distinct from a majority of committee members present at a committee meeting);
Associate member means a member referred to in rule 14(1); (Junior)
Chairperson, of a general meeting or committee meeting, means the person chairing the meeting as required under rule 46;
Committee means the Committee having management of the business of the Association;
Committee meeting means a meeting of the Committee held in accordance with these Rules;
Committee member means a member of the Committee elected or appointed under Division 3 of Part 5;
Disciplinary appeal meeting means a meeting of the members of the Association convened under rule 23(3);
Disciplinary meeting means a meeting of the Committee convened for the purposes of rule22;
Disciplinary subcommittee means the subcommittee appointed under rule 20;
Financial year means the 12 month period specified in rule 3;
General meeting means a general meeting of the members of the Association convened in accordance with Part 4 and includes an annual general meeting, a special general meeting and a disciplinary appeal meeting;
Member means a member of the Association;
Member entitled to vote means a member who under rule 13(2) is entitled to vote at a general meeting;
Special resolution means a resolution that requires not less than three-quarters of the members voting at a general meeting, whether in person or by proxy, to vote in favour of the resolution;
The Act means the Associations Incorporation Reform Act 2012 and includes any regulations made under that Act;
The Registrar means the Registrar of Incorporated Associations.
PART 2—POWERS OF ASSOCIATION
5Powers of Association
(1)Subject to the Act, the Association has power to do all things incidental or conducive to achieve its purposes.
(2)Without limiting subrule (1), the Association may—
(a)acquire, hold and dispose of real or personal property;
(b)open and operate accounts with financial institutions;
(c)invest its money in any security in which trust monies may lawfully be invested;
(d)raise and borrow money on any terms and in any manner as it thinks fit;
(e)secure the repayment of money raised or borrowed, or the payment of a debt or liability;
(f)appoint agents to transact business on its behalf;
(g)enter into any other contract it considers necessary or desirable.
(3)The Association may only exercise its powers and use its income and assets (including any surplus) for its purposes.
6 Not for profit organisation
(1)The Association must not distribute any surplus, income or assets directly or indirectly to its members.
(2)Subrule (1) does not prevent the Association from paying a member—
(a)reimbursement for expenses properly incurred by the member; or
(b)for goods or services provided by the member—
if this is done in good faith on terms no more favourable than if the member was not a member.
Note:-
Section 33 of the Act provides that an incorporated association must not secure pecuniary profit for its members. Section 4 of the Act sets out in more detail the circumstances under which an incorporated association is not taken to secure pecuniary profit for its members.
PART 3—MEMBERS, DISCIPLINARY PROCEDURES AND GRIEVANCES
Division 1—Membership
7Minimum number of members
The Association must have at least 15 members.
8Who is eligible to be a member
Any person who supports the purposes of the Association is eligible for membership.
9Application for membership
(1)To apply to become a member of the Association, a person must submit a written application form to a committee member stating that the person—
(a)wishes to become a member of the Association; and
(b)supports the purposes of the Association; and
(c)agrees to comply with these Rules.
(2)The application—
(a)must be signed by the applicant; and
(b)signed by a proposer and seconded by members of the club.
10Consideration of application
(1)As soon as practicable after an application for membership is received, the Committee must decide by resolution whether to accept or reject the application.
(2)The Committee must notify the applicant in writing of its decision as soon as practicable after the decision is made.
(3)If the Committee rejects the application, it must return any money accompanying the application to the applicant.
(4)No reason need be given for the rejection of an application.
11 New membership
(1) If an application for membership is approved by the Committee—
(a) the resolution to accept the membership must be recorded in the minutes of the committee meeting; and
(b)the Secretary must, as soon as practicable, enter the name and address of the new member, and the date of becoming a member, in the register of members.
(2)A person becomes a member of the Association and, subject to rule 13(2), is entitled to exercise his or her rights of membership from the date, whichever is the later, on which—
(a)the Committee approves the person's membership; or
(b)the person pays the joining fee.
(3) Membership of the Club shall be divided into the following classes:-
(a)Senior members.
(b)Family members.
(c)Associate members.
(d)Life members.
(e)Honorary members.
(f)Such other class or classes of members with such rights and obligations as shall be determined by the Committee from time to time.
(4) Unless otherwise determined by the Club at general meetings:-
(a)Senior member: All members who have attained the age of 18 years shall be deemed senior members.
(b)Family members: A family member shall be a member who represents himself/herself, his/her spouse and such of his children aged between the ages of 12 and 18 years ( each not inclusive) provided however that the Committee must approve the representation by that family member of all persons he/she represents.
(c)Associate members: Persons aged between the ages of 13 and 18 (each not inclusive) shall be eligible to become associate member of the Club and upon attaining the age of 18 years shall be eligible to become a senior member and shall be deemed to become a financial member for the year in which he is advanced to senior membership without payments of subscription or entrance fee other than that paid by him as a associate member. Associate member shall not be considered as members for any purposes of the Club or law.
(d)Life members: At any annual general meeting the Committee may recommend for life membership any member who, in the opinion of the Committee, has rendered conspicuous service to the Club and who has been a member for not less than 10 consecutive years. If the recommendation of the Committee be approved by 3/4 of the members present, the chairman shall declare such member elected a life member of the Club. The total number of life members shall be not more than 3 at any time. Life members shall be entitled to all the privileges of senior members of the Club without payment ofany further subscriptionand further the partner of the life member shall be entitled to senior membership of the Club during the time of life membership.
(e)Honorary member:-
(i)The committee may elect any non-member as an honorary member for any period not exceeding 3 months.
(ii)Honorary members shall be entitled to all the privileges of the Club except the right to vote at meetings and the right to be elected to the Committee of the Club. Honorary membership may be terminated at any time by the Committee by a notice in writing
(iii)Honorary members shall pay no entrance fee or subscription, but shall be charged fees as directed by the Committee for the use of facilities as provided by the Club and shall be subject to the conditions and rules of membership.
(a)The Committee shall have the right at any time and from time to time to create such other class or classes of members as it shall determine and the members of such class or classes shall have the preferred, deferred or other special rights and restrictions that the Committee determines from time to time at a meeting of the Committee duly convened.
(b)The Committee may with the consent of seventy five (75) per cent of the members of the Committee at a meeting duly convened alter or vary all or any of the rights or restrictions related to or associated with the membership of any class and from the date of such resolution, such new rights, terms, conditions and restrictions shall apply to the members of that class.
(4) Professional fishermen and watermen who comply with the requirements shall be eligible for membership but shall not carry out their professional activities from the Club premises, and may not; except in the case of emergency, make use of the Club boat handling facilities.
(5) Membership is not capable of being transferred or transmitted to another person;
12 Annual subscription and fee on joining
(1)At each annual general meeting, the Association must determine—
(a)the amount of the annual subscription for the following financial year; and
(b)the date for payment of the annual subscription.
(2)The Association may determine that a lower annual subscription is payable by associate members.
(3)The Association may determine that any new member who joins after the start of a financial year must, for that financial year, pay a fee equal to—
(a)the full annual subscription; or
(b)a pro rata annual subscription based on the remaining part of the financial year; or
(c)a fixed amount determined from time to time by the Association.
(4)The rights of a member (including the right to vote) who has not paid the annual subscription by the due date are suspended until the subscription is paid.
13General rights of members
(1)A member of the Association who is entitled to vote has the right—
(a)to receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and
(b)to submit items of business for consideration at a general meeting; and
(c)to attend and be heard at general meetings; and
(d)to vote at a general meeting; and
(e)to have access to the minutes of general meetings and other documents of the Association as provided under rule 75; and
(f)to inspect the register of members.
(2)A member is entitled to vote if—
(a)the member is a member other than an associate member; and
(b)more than 10 business days have passed since he or she became a member of the Association; and
(c)the member's membership rights are not suspended for any reason.
14Associate members
(1)Associate members of the Association include—
(a)any members between the age of 13 and 18 years; and
(b)any other category of member as determined by special resolution at a general meeting.