BENDIGO BOWLS DIVISION INC.
CONSTITUTION OF BENDIGO BOWLS DIVISION Inc
PART I – PURPOSES, POWERS AND INTERPRETATION1. NAME_________________________________________________________
The name of the incorporated association is Bendigo Bowls Division Inc.
Divisions shall incorporate under the Act and shall remain incorporated.
3. PURPOSES OF ASSOCIATION___________________________________
The Division is established solely for these purposes. The purposes of the Divisionare to:
(a) assist Bowls Victoria and the relevant Region to manage, promote and control Bowls, all Clubs, and Affiliated Members within the area of its jurisdiction;
(b) consider and deal with all matters submitted to it by any Member;
(c) co-operate with other Regions and Divisions of Bowls Victoria in any Bowls related matters;
(d) conduct and control any Division Bowls event and functions;
(e) promote the health and safety of all its Members, athletes, officials and other individuals participating in Bowls in any capacity;
(f) act at all times on behalf of, and in the interests of, the Members and Bowls;
(g) affiliate and otherwise liaise with Bowls Victoria and such other bodies as may be desirable, in the pursuit of these purposes;
(h) apply the property and capacity of the Division towards the fulfilment and achievement of these purposes;
(i) pursue through itself or others such commercial arrangements, including sponsorship and marketing opportunities, as are appropriate to further the purposes of the Association; and
(j) undertake to do all such things and activities which may be necessary for the accomplishment of these objectives.
4. POWERS OF ASSOCIATION___________________________________Solely for furthering the purposes set out above, the Division has all the rights,powers and privileges conferred on it under the Act, in particular section 16.
5. INTERPRETATION AND DEFINITIONS__________________________
In this Constitution, unless the contrary intention appears:
Act means the Associations Incorporation Reform Act 2012 as amended or replacedfrom time to time.
Affiliated Member means a natural person recognised by Bowls Victoria and a Clubas a member under their respective constitutions from time to time.
Annual General Meeting means a meeting of Members convened in accordancewith rule 11.
Board means the body consisting of the Directors under rule 17.2.
Bowls means the sport and game of bowls as determined by World Bowls with suchvariations as may be recognised by Bowls Australia or Bowls Victoria from time totime.
Bowls Australia means Bowls Australia Incorporated, the governing body for Bowlsin Australia, or its successors.
Bowls Victoria means Bowls Victoria Incorporated, the governing body for Bowls inVictoria, or its successors.
Chairman means the chairman of the Division elected in accordance with rule 17 from time to time.
Club means a Bowls club recognised by Bowls Victoria as a member of it from timeto time and who Bowls Victoria has nominated for membership of the Division.
Committee means any committee of the Board created under rule 22.4 from time totime.
Constitution means this constitution of the Division as amended from time to time.
Delegate means a person appointed to represent a Club at the General Meetings ofthe Division or other meetings..Director means a member of the Board elected or appointed under rules 17 or 18.
Division means Bendigo Bowls Division Inc.
Financial Year means the year ending on 30 April.
General Meeting means an Annual General Meeting together with any meeting ofMembers convened in accordance with rule 12.
Member means any person or entity recognized as a member of the Division by the Boardunder rule 6 from time to time.
Region means an area of Victoria having boundaries as approved by Bowls Victoriafrom time to time and as defined in the Regulations. A reference to “Region” alsoincludes the committee or other body appointed to administer an approved area.
Register means the register of Members kept in accordance with rule 8.1.
Regulations mean any regulation made by the Board under rule 38
Relevant Documents means the record and other documents, however recorded compiled or stored, that relate to the Club and management of the Club and includes membership records, financial statements, financial records, and records and documents relating to transactions, dealings, business or property of the Club
Special Resolution has the same meaning as in the Act.
World Bowls means World Bowls Limited, the international governing body forBowls, or its successors.
In this Constitution:
(a) a reference to a rule, regulation, schedule or annexure is to a rule, regulation,schedule or annexure of, or made under, this Constitution;
(b) words importing the singular include the plural and vice versa;
(c) words importing any gender include the other genders;
(d) headings are for convenience only and shall not be used for interpretation;
(e) words or expressions shall be interpreted in accordance with the provisions ofthe Act as they vary from time to time;
(f) references to persons include natural persons, corporations and bodiespolitic, and any legal personal representatives, successors and permittedassigns of that person;
(g) a reference to a statute, ordinance, code or other law includes regulations andother statutory instruments under it and consolidations, amendments, reenactmentsor replacements of any of them (whether of the same or anylegislative authority having jurisdiction); and
(h) expressions referring to “writing” shall unless the contrary intention appears,be construed as including references to printing, photography and othermodes of representing or reproducing words in a visible form, includingmessages sent by electronic mail.
If any provision of this Constitution or any phrase contained in it is invalid orunenforceable in any jurisdiction, the phrase or provision shall be read down for thepurpose of that jurisdiction, if possible, so it is valid and enforceable. If it can not beso read down the provision shall be severed to the extent of the invalidity orunenforceability. The remaining provisions of this Constitution and its validity orenforceability shall not be affected by the severance in any other jurisdiction.
PART II – MEMBERSHIP
6. MEMBERSHIP OF ASSOCIATION_____________________________________
6.1 Minimum number of members
The Division must have at least five members.
6.2 Categories of Member
The Members shall be, and shall be divided into, the following categories:
(a) Clubs, which shall be represented at General Meetings by two Delegates, onemale and one female, if possible. Each Delegate shall (subject to thisConstitution and rule 15.1 in particular) have the right to be present, to debateand to vote at General Meetings; and
(b) such other category or categories of members as determined by the Boardfrom time to time.
6.3 Membership – Clubs
(a) To be eligible for membership of the Division, a Club must be a member ofBowls Victoria and must be situated within the boundary of the Division asdetermined by Bowls Victoria from time to time. The Club must meet anyother criteria set by the Board from time to time.
(b) All Clubs who meet the criteria in rule 6.3(a) from time to time will beaccepted as Members of the Division.
6.4 Renewal of Membership
Clubs are not required to reapply for membership each Financial Year. Clubs shall,subject to this Constitution and the constitution of Bowls Victoria (where relevant),remain Members provided all monies due and payable to the Division have beenpaid. If Members do not pay monies within thirty days of the due date, subject to thediscretion of the Board, all of the Members’ rights under this Constitution shall besuspended until such times as all monies are fully paid.6.5 Delegates of Clubs
(a) Prior to an Annual General Meeting, each Club shall forward to the DivisionAdministration Officer the names and addresses of the Club’s elected Delegates for thesucceeding year within 14 days of the election. If a Club fails to providenotification to the Division Administration Officer, the President and Administration officer of the Club shall be deemed to be the delegates.
(b) If a Club has failed to notify the Division Administration Officer of a Delegate(s) prior to the Annual General meeting, it may notify the Division Administration Officer prior to anyGeneral Meeting who their Delegate(s) will be for that General Meeting.
(c) If a Delegate is unable to attend a General Meeting, the Club may notify theDivision Administration Officer in writing not less than 48 hours before that GeneralMeeting of an alternate Delegate. Such notification is valid for that GeneralMeeting only.
(d) If a Delegate is unable to attend a General Meeting and the Club:
(i) has failed to provide notice in writing under rule 6.5(c); or
(ii) is otherwise unable to provide the Division Administration Officer with notice atleast 48 hours prior to the General Meeting,
the Club can not appoint an alternate Delegate. Any vote that suchDelegate would have been entitled to cast may be cast by the otherappointed Delegate from the Club.
(e) The Division Administration Officer shall record any change in Delegate in the Register.
(f) Each Delegate shall comply with the directions given by a resolution of theClub appointing that Delegate, including in respect of voting and if required bythe Board shall provide to the Board evidence of such compliance.
6.6 Effect of Membership
(a) All Members acknowledge and agree that:
(i) this Constitution constitutes a contract between each of them and theDivision and that they are bound by this Constitution and theRegulations;
(ii) they shall comply with and observe this Constitution and theRegulations;
(iii) by submitting to this Constitution and the Regulations they are subjectto the jurisdiction of the Division;
(iv) this Constitution and Regulations are necessary and reasonable forpromoting the purposes of the Division; and(v) they are entitled to all benefits, advantages, privileges and services oftheir membership as determined by the Board.
(b) All Members may by virtue of membership of the Division and subject to thisConstitution:
(i) express in writing or otherwise their views and opinions in any meetingin respect of which they are entitled to participate in accordance withthis Constitution;
(ii) make proposals or submissions to the Board;
(iii) engage and participate in any activity approved, sponsored orrecognised by the Division; and
(iv) conduct any activity approved by the Division.
(c) A right, privilege or obligation of a Member by reason of their membership ofthe Division:
(i) is not capable of being transferred or transmitted to another Member;and
(ii) terminates upon the cessation of membership whether by resignationor otherwise.
7. SUBSCRIPTIONS AND FEES____________________________________________
(a) Any fee payable by Clubs to the Division, the benefits which apply, the timefor, and manner of payment, shall be determined by the Board from time totime.
(b) The Board is empowered to prevent any Member whose fees are in arrearsfrom exercising the whole or any of the rights or privileges of membership ofthe Division, including but not limited to the right to vote at General Meetings.
8.1 Division to Keep Register of MembersThe Division shall keep and maintain a Register of Members in which shall beEntered:(a) the full name and address of the Club;(b) date on which the Club became a member;(c) any other information determined by the Board; and(d) For each former member, the date of ceasing to be a Member;
8.2 Inspection of RegisterInspection of the Register will be available as provided by the Act and in accordance with rule 36 (d).
8.3 Register to be kept by ClubsClubs shall maintain, in a form acceptable to the Division and with such details as arerequired by the Board, a register of all Affiliated Members of the Club. Such registershall be available for inspection (including copying) by the Board upon reasonablerequest.
9. RESIGNATION OF MEMBERS_______________________________________
9.1 Notice of Resignation
A Member who has paid all monies due and payable to the Division may resign fromthe Division by giving thirty days notice in writing to the Division of such intention toresign provided that they also resign from any membership of Bowls Victoria. Uponthe expiration of that period of notice, the Member shall cease to be a member.
9.2 Expiration of Notice Period
Upon the expiration of a notice given under rule 9.1, an entry, recording the date onwhich the Member who gave notice ceased to be a Member, shall be recorded in theRegister.
9.3 Resignation by failure to pay subscription
(a) A Member is taken to have resigned if:
(i) The Member’s annual subscription is outstanding more than twelve months after the commencement of the Financial Year; or(ii) If no subscription is payable:(A) The secretary has made a written request to the Member to confirm that he or she wishes to remain a Member; and(B) The Member has not, within three months after receiving that request, confirmed in writing that he or she wishes to remain a Member.
(b) Should a sufficient explanation to be made to the Board for the failure to pay subscription or reason for not responding to a request, the Board shall have the power to restore the Membership upon payment of the amount due (if any).
9.4 Forfeiture of Rights
A Member which ceases to be a Member, for whatever reason, shall forfeit all right inand claim upon the Division and its property.
10. EXPULSION, SUSPENSION OR FINING OF MEMBERS_________________
The Board has no power to discipline Members where that Member has:
(a) breached, failed, refused or neglected to comply with a provision of thisConstitution or the Regulations;
(b) acted in a manner unbecoming of a Member prejudicial or prejudicial to theinterests of Bowls Victoria, a Region, another Division or another Member; or
(c) brought Bowls, Bowls Victoria, a Region, another Division or another Memberinto disrepute.
Bowls Victoria has the power to discipline Members on the above grounds in accordance with the procedures set down in the Bowls Victoria constitution.
PART III- GENERAL MEETINGS
11. ANNUAL GENERAL MEETINGS______________________________________
11.1 Annual General Meeting to be Held
(a) The Division shall convene and hold an Annual General Meeting of itsMembers annually in accordance with the Act.
(b) The Annual General Meeting of the Division shall, subject to the Act and torule 11.1(a), be convened on a date and at a venue to be determined by theBoard.
11.2 BusinessIn addition to any business required to be transacted at the Annual General Meetingunder the Act, the business of the Annual General Meeting may (but, for theavoidance of doubt, it does not have to) include the following:
(a) Confirmation of Minutes;
(b) Chairman’s Report;
(c) Committee Reports;
(d) Financial Report;
(e) Election of Office Bearers;
(f) Election of Committees;
(h) Member Club Levy/Fees;
(i) Bowls Programmes;
(j) Divisional Championship Finals; and
(k) any other business of which notice is given in accordance with thisConstitution.
11.3 Additional Meetings
The Annual General Meeting shall be in addition to any other General Meetings thatmay be held in the same year. Any General Meeting other than an Annual General meeting is a special general meeting.
12. GENERAL MEETINGS_____________________________________________
12.1 General Meetings May be Held
(a) At least two General Meetings will be held annually by the Division.
(b) The Board may, whenever it thinks fit convene a General Meeting of theDivision and, where but for this rule more than fifteen months would elapsebetween Annual General Meetings, it shall convene a General Meeting beforethe expiration of that period.
12.2 Request for General Meetings
(a) The Board shall convene a General Meeting upon receiving a request inwriting from not less than 50% of Clubs who would be entitled to vote at suchGeneral Meeting. The Board may also convene a General Meeting.
(b) The request for a General Meeting shall be in writing and state the object(s) of the meeting andshall be signed by the Clubs making the request and be sent to the Chairman.The request may consist of several documents in a like form, each signed byone or more of the Clubs making the requisition.
(c) If the Board does not cause a General Meeting to be held within thirty daysafter the date on which the request is sent to the Chairman, the Clubs makingthe request, or any of them, may convene a General Meeting to be held notlater than sixty days after that date.
(d) A General Meeting convened by Clubs under this Constitution shall beconvened in the same manner, or as nearly as possible as that, in whichGeneral Meetings are convened by the Board. All reasonable expensesincurred in convening the meeting shall be refunded by the Division to theClubs incurring the expenses.
13. NOTICE OF MEETINGS___________________________________________
13.1 Notice to be given for General Meetings
(a) The Division Administration Officer shall, at least 21 days before the date fixed for General Meeting, send to each Club entitled to vote at such meeting and each Director a notice in writing stating the place, date and time and the nature of the proposed business to be transacted at the meeting. Notice may be given in any form permitted under rule 35.
(b) Notice of a General Meeting must:(i) State that the Member may appoint a proxy in accordance with rule 15.5; and(ii) include a copy of any form that the Board has approved for the appointment of a proxy.
13.2 Business of Meeting
(a) No business other than that set out in the notice convening the meeting shallbe transacted at the General Meeting.
(b) A Member desiring to bring any business before a meeting shall give at least30 days notice in writing of that business to the Division which shall includethat business in a notice calling the next General Meeting after the receipt ofthe notice.
14. PROCEEDINGS AT MEETINGS_______________________________________
(a) No business shall be transacted at any General Meeting unless a quorum ispresent at the time when the meeting proceeds to business. A quorum forGeneral Meetings of the Division shall be half the Clubs, represented by theirDelegates present in person or by proxy and entitled to vote.(b) If within half an hour after the appointed time for the commencement of aGeneral Meeting, a quorum is not present, the meeting:
(i) if convened upon the requisition of Clubs, shall be dissolved; and
(ii) in any other case, shall stand adjourned to:
(A) the same day in the next week at the same time and (unlessMembers are notified of an alternate venue) at the same place;or
(B) any date, time and place determined by the chairperson;and if at the adjourned meeting a quorum is not present within half anhour after the time appointed for the commencement of the meeting,those Members present shall constitute a quorum.
14.2 Chairman to Chair
The Chairman shall chair each General Meeting of the Division. If the Chairman isabsent or is unwilling to act, then the Directors present shall elect one of their numberto preside as chairperson at the meeting.
14.3 Chairperson May Adjourn Meeting
(a) The chairperson of a General Meeting at which a quorum is present may, withthe consent of the meeting, adjourn the meeting from time to time and placeto place, but no business shall be transacted at an adjourned meeting otherthan the business left unfinished at the meeting at which the adjournment tookplace.
(b) Where a meeting is adjourned for 14 days or more, a notice of the adjournedmeeting shall be given as in the case of the General Meeting. Except asprovided in this rule, it is not necessary to give notice of an adjournment or ofthe business to be transacted at an adjourned meeting.
14.4 Use of technology
(a) A Member not physically present at a General Meeting may participate in the meeting by the use of technology that allows that Member and the Members present at the meeting to clearly and simultaneously communicate with each other.(b) A Member participating in a General Meeting as permitted under rule 14.4a is taken to be present at the meeting and, if the Member votes at the meeting, is taken to have voted in person.
15. VOTING AT GENERAL MEETINGS____________________________________
15.1 Voting Rights
Subject to any other provision of this Constitution, at all General Meetings:
(a) the only people entitled to vote are the Delegates; and
(b) a Club is entitled to appoint two delegates however, notwithstanding anythingin rule 6, only one vote may be cast on behalf of the Club.
15.2 Voting Procedure
(a) Subject to this rule 15, votes at a General Meeting shall be given in person bythose present and entitled to vote.(b) Subject to rule 15.4, all questions arising at a General Meeting shall bedetermined on a show of hands.
(c) In the case of an equality of votes on a question, the motion shall fail. Neitherthe President nor the chairperson of the meeting is entitled to exercise asecond or casting vote.
15.3 Recording of Determinations
When a declaration is made by the chairperson that a resolution has, on a show ofhands, been carried, carried unanimously, carried by a particular majority or lost,then an entry to that effect in the minute book of the Division is evidence of the fact,without proof of the number or proportion of the votes recorded in favour of, oragainst, that resolution.
15.4 Poll at General Meetings
If a poll is demanded by the chairperson or any two Clubs, it shall be taken in such amanner and either at once or after an interval or adjournment or otherwise as thechairperson directs. The result of the poll shall be the resolution of the meeting.
15.5 Proxy and Postal Voting
(a) If both the Club’s Delegates are unable to attend a General Meeting, the Clubmay give its proxy to a Delegate from another Club or the chair of themeeting. For voting by proxy to be valid, the Club must notify the Chairman ofthe details of its proxy, in writing on the form (if any) required not less than 24hours before the General Meeting. A Delegate can carry no more than 5proxy votes.
(b) Unless otherwise determined by the Board, there shall be no postal voting onany matter.
16. MINUTES OF GENERAL MEETINGS. The Board must ensure that minutes are taken and kept of each General Meeting.(a) The minutes must record:
(i) the business considered at the meeting(ii) any resolution on which a vote is taken and the result of the vote; and(iii) the names of person present.
(b) In addition, the minutes of each Annual General Meeting must include:
(i) the financial statements submitted to the members in accordance with rule 11.2; and(ii) any audited accounts and auditor’s report or report of a review accompanying the financial statements that are required under the Act.
PART IV – BOARD
17.1 Powers of Board
(a) The affairs of the Division shall be managed by the Board constituted underrule 17.2.
(b) Subject to this Constitution and the Act, the Board:
(i) shall control and manage the business and affairs of the Division;
(ii) may exercise all such powers and functions as may be exercised bythe Division other than those powers and functions that are requiredby this Constitution to be exercised by the members in GeneralMeeting; and(iii) has power to perform all such acts and things as appear to the Boardto be essential for the proper management of the business and affairsof the Division.
17.2 Composition of Board (a) The Board will be comprised of
(i) Chairman; and
(ii) Deputy Chairman;
(iii) Administration Officer;
(iv) Treasurer; and
(v) four additional members.
(b) The Chairman and Deputy Chairman cannot be of the same gender
17.3 Term of Office
(a) Subject to rule 19 below, each Director shall take office from the conclusionof the Annual General Meeting at which they are elected and shall hold officeuntil the conclusion of the next Annual General Meeting following theirelection.
(b) Directors are eligible for re-election however no Chairman may serve for morethan two consecutive terms of one year. However, that Chairman shall be eligible to return to the Board after their terms are completed.
17.4 Casual VacancyIn the event of a casual vacancy in the office of any Director, the Board may appointan appropriate Affiliated Member of a Club to the vacant office and the person soappointed may continue in office up to the end of the term of the Director they arereplacing.
18. ELECTION OF DIRECTORS_________________________________________.(a) The Board shall call for nominations at an appropriate time by sending noticeto all Clubs in a manner determined by the Board.
(c) Candidates must:
(i) Be aged 18 years and over; and(ii) Reside in Australia(c) Nominations of candidates for election as Directors must:
(i) come from Affiliated Members;
(ii) be made in writing on the form provided by the Division from time to time (if any);
(iii) specify the office the candidate is being nominated for;
(iv) be signed by Delegates representing two separate Clubs and accompanied by the written consent of the nominee; and
(v) be delivered to the Chairman or person nominated by the Board by thedate specified in the call for nominations.
(d) If no more than one nomination is received for a vacancy on the Board, theperson nominated shall be declared elected.
(e) If no person is nominated for a vacancy on the Board, then that vacancy willbe deemed a casual vacancy under rule 17.4.
(f) If the number of nominations for a Board vacancy exceeds one, voting papersshall be prepared containing the names of the candidates in alphabeticalorder nominated for each vacant position on the Board. Voting shall beconducted at the Annual General Meeting in such a manner and by such amethod as determined by the Board from time to time.
19. VACANCY ON THE BOARD________________________________________
19.1 Grounds for Termination of Director
For the purposes of this Constitution, the office of a Director becomes vacant if theDirector:
(a) ceases to be an Affiliated Member of a Club;
(b) resigns their office by notice in writing given to the Division;
(c) becomes a bankrupt;
(d) is subject to any sanction by Bowls Victoria under the Bowls Victoria constitution;
(e) is directly or indirectly interested in any contract or proposed contract with theDivision and, in the opinion of the Board, has deliberately, recklessly ornegligently failed to declare the nature of his interest;
(f) is removed from office in accordance with this Constitution;
(g) dies or becomes of unsound mind or a person whose person or estate isliable to be dealt with in anyway under the law relating to mental health;
(h) would be prohibited from being a director of a company under theCorporations Act 2001 (Cth); or
(i) fails to attend three consecutive meetings of the Board without havingpreviously obtained leave of absence in accordance with rule 20.5 or provided reasonable excuse for such absence.
19.2 Removal of Director
(a) The Division in a General Meeting may by Special Resolution remove anyDirector, before the expiration of their term of office and appoint anotherDirector in their place to hold office until the expiration of the term of the firstmentioned Director.
(b) Where the Director to whom a proposed resolution referred to in rule 19.2(a)makes representations in writing to the Chairman and requests that suchrepresentations be notified to the Members, the Chairman may send a copy ofthe representations to each Club and if they are not so sent, the Director mayrequire that they be read out at the meeting, and the representations shall beso read.
20. QUORUM AND PROCEDURE AT BOARD MEETINGS_________________
20.1 Convening a Board Meeting
(a) The Board shall meet as often as is deemed necessary for the dispatch ofbusiness. Subject to this Constitution, in particular this rule 20, the Boardmay regulate its meetings as it thinks fit.
(b) Unless all Directors agree to hold a meeting at shorter notice (whichagreement shall be sufficiently evidenced in writing or by their presence) notless than two days written notice of a Board meeting shall be given to eachDirector.
(c) Written notice of each Board meeting, specifying the general nature of thebusiness to be transacted, shall be served on each Director by:
(i) delivering it to that Director personally;
(ii) sending it in writing, by facsimile or other means of electroniccommunication (subject to receiving appropriate confirmation that thenotice has been effectively dispatched);in accordance with the Director’s last notified contact details.(iii) Notice may be given of more than one Board meeting as the same time.
20.2 Urgent Board Meeting
(a) In the case of urgency, a meeting can be held without notice being given in accordance with rule 20.1 provided that as much notice as practicable is given to each Director by the quickest means practicable.(b) Any resolution made at an urgent Board meeting must be passed by an absolute majority of the Board.
(a) A majority of the Directors constitute a quorum for the transaction of thebusiness of a meeting of the Board.
(b) No business shall be transacted unless a quorum is present and if within halfan hour of the time appointed for the meeting a quorum is not present, themeeting shall stand adjourned to the same place and at the same hour of thesame day in the following week, or any date, time and place determined bythe Chairman.(c) The Board may act notwithstanding any casual vacancy. However, if thereare casual vacancies in the office of a Director such that the number ofremaining Directors is not sufficient to constitute a quorum at a meeting of theBoard, those Directors may act only for the purpose of increasing the numberof Directors to a number sufficient to constitute such a quorum.
20.4 Procedures at Board meetings
(a) At meetings of the Board, the Chairman shall chair the meeting. If theChairman is absent or unwilling to act, the Board shall appoint one of itsmembers to chair the meeting.
(b) Questions arising at a meeting of the Board shall be determined on a show ofhands or, if demanded by a Director, by a poll taken in such manner as theperson presiding at the meeting may determine.
(c) Each Director present at a meeting of the Board (including the personpresiding at the meeting) is entitled to one vote. In the event of an equality ofvotes on any question, the motion shall fail; neither the Chairman nor chairmay exercise a second or casting vote.
(d) Voting by proxy is not permitted
(e) A resolution in writing signed or assented to by facsimile or other form ofelectronic communication by all the voting members of the Board shall be asvalid and effectual as if it had been passed at a meeting of the Board dulyconvened and held. Any such resolution may consist of several documents inlike form each signed by one or more of the Directors.
(f) Without limiting the power of the Board to regulate its meetings as it thinks fit,a meeting of the Board may be held where one or more of the Directors is notphysically present at the meeting, provided that:
(i) all persons participating in the meeting are able to communicate witheach other effectively, simultaneously and instantaneously whether bymeans of telephone or other form of communication;
(ii) notice of the meeting is given to all the Directors entitled to notice inaccordance with the usual procedures agreed upon or laid down fromtime to time by the Board;
(iii) in the event that a failure in communications prevents condition (i)from being satisfied by that number of Directors which constitutes aquorum, and none of such Directors are present at the place wherethe meeting is deemed by virtue of the further provisions of this rule tobe held then the meeting shall be suspended until condition (i) issatisfied again. If such condition is not satisfied within fifteen minutesfrom the interruption the meeting shall be deemed to have terminated;and
(iv) any meeting held where one or more of the Directors is not physicallypresent shall be deemed to be held at the place specified in the noticeof meeting provided a Director is there present and if no Director isthere present the meeting shall be deemed to be held at the placewhere the chairperson of the meeting is located.
20.5 Leave of absence
(a) The Board may grant a Director leave of absence from Board meetings for a period not exceeding three months.(b) The Board must not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the Directors to seek the leave in advance.
21. INTERESTS OF THE MEMBERS OF THE BOARD___________________21.1 Material Personal Interests
(a) A Director who has a material personal interest in a matter being considered at the Board meeting must disclose the nature and extent of that interest to the Board.
(b) A Director with such a material personal interest must not;(i) Be present while the matter is being considered at the meeting; and (ii) Must not vote on the matter.
(c) This rule 21.1 does not apply to a material personal interest that:(i) Exists only because the Director belongs to a class of persons for whose benefit the Division is established; or(ii) That the Director has in common with all, or a substantial proportion of Members
(d) A general notice that a Director is to be regarded as having a material personal interest in a matter being considered is sufficient declaration for such Director and the said matter. After such general notice is not necessary for such Director to give a special notice relating to the said matter.(e) It is the duty of the Division Administration Officer to record in the minutes any declaration made or any general notice as aforesaid given by a Director in accordance with this rule 21.1
21.2 Financial Interest
(a) A Director is disqualified from:
(i) holding any place of profit or position of employment in the Division, or in any company or incorporated association in which the Division is a shareholder or otherwise interested; or
(ii)) contracting with the Division either as vendor, purchaser or otherwise,
except with express resolution of approval of the Board. Any contract or arrangement in which any Director is in any way interested which is entered into by or on behalf of the Division without the approval of the Board, will be voided for such reason.
(b) The nature of the financial interest of such Director must be declared by the Directorat 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.
(c) A general notice that a Director 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 this rule for such Director and the said transactions. After such general notice it is not necessary for such Director to give a special notice relating to any particular transaction with that firm or company.
(d) It is the duty of the Division Administration Officer to record in the minutes any declaration made or an general notice as aforesaid given by a Director in accordance with this rule 21.2.
A Director notwithstanding the interest may be counted in the quorum present at anymeeting but cannot vote in respect of any contract or arrangement in which theDirector is interested. If the Director votes, the vote shall not be counted.
22. DELEGATED POWERS .
22.1 Board May Delegate Functions
(a) The Board may, by instrument in writing, create, establish or appoint special committees, individual officers and consultants to carry out specific duties and functions. In the establishing instrument, the Board may delegate such functions as are specified in the instrument, other than:
(i) this power of delegation; and (ii) a function imposed on the Board by the Act, any other law, this Constitution, or by resolution of the Division in a General Meeting.
(b) At any time the Board may, by instrument in writing, revoke wholly or in part any delegation made under this clause. It may amend or repeal any decision made by a body or person under this clause.
22.2 Exercise of Delegated Functions
(a) A function, the exercise of which has been delegated under this clause, may, while the delegation remains unrevoked, be exercised from time to time in accordance with the terms of the delegation.
(b) A delegation under this clause may be made subject to certain conditions or limitations regarding the exercise of any function. These may be specified in the delegation.
22.3 Procedure of Delegated Entity
The procedures for any entity exercising delegated power shall, subject to thisConstitution and with any necessary or incidental amendment, be the same as thatapplicable to meetings of the Board under clause 20. The entity exercising delegatedpowers shall make decisions in accordance with the Objects, and it shall promptlyprovide the Board with details of all material decisions. The entity shall also provideany other reports, minutes and information required by the Board.
(a) As set out in rule 22.1, the Board may establish and delegate any of its functions, powers or duties (except this power to delegate) to such committees as it thinks fit. The Board may recall or revoke any such delegation or appointment and may amend or repeal any decision made by such committee.
(b) The Board shall determine in writing the duties and powers afforded to any committee and the committee shall, in the exercise of such delegated powers, conform to any directions or Regulations that may be prescribed by the Board.
(c) A Director or the Chairman shall be ex-officio members of any committee so appointed.
23.1. General Duties(a) As soon as practicable after being elected or appointed to the Board, each Director must become familiar with this Constitution and the Act.(b) The Board is collectively responsible for ensuring that the Division complies with the Act and that individual members of the Board comply with this Constitution.(c) In addition to any duties imposed by this Constitution, a Director must perform any duties imposed from time to time by resolution at a General Meeting.(d) The Board must ensure that the Division complies with the requirements in the Act regarding financial statements.
(a) The Board will determine from time to time whether the President, Administration Officer or other person acts as the Division’s secretary under the Act.(b) The secretary must give the registrar notice of his or her appointment within 14 days after the appointment.(c) If the position of secretary becomes vacant, the Board must appoint a person to the position with 14 days after the vacancy arises.
The Treasurer must:
(a) receive all moneys paid to or received by the Division and issue receipts for those moneys in the name of the Division; and(b) ensure that all moneys received are paid into the account of the Division with 5 working days after receipt;(c) make any payments authorised by the Board or by a General Meeting of the Division from the Division’s funds;(d) ensure that the financial records of the Division are kept in accordance with the Act;(e) Coordinate the preparation of the financial statements of the Division and their submission to the Annual General Meeting of the Division;(f) ensure that at least one other Director has access to the accounts and financial records of the Division; and (g) keep in their custody or under their control:(i) the financial records for the current financial year; and(ii) any other financial records as authorised by the Board.
24. MINUTES OF BOARD MEETING
(a) The Board must ensure that minutes are taken and kept of each Board meeting.(b) The minutes must record;(i) the business considered at the meeting;(ii) any resolution on which a vote is taken and the result of the vote; and(iii) any interest declared under rules 21.1 or 21.2
PART V – MISCELLANEOUS
25. GRIEVANCE PROCEDURES________________________________________
(a) The grievance procedure set out in this rule applies to disputes under thisConstitution between:
(i) a Member and another Member; or
(ii) a Member and the Division.
(b) The parties to the dispute must meet and discuss the matter in dispute, and, ifpossible, resolve the dispute within fourteen days after the dispute comes tothe attention of all of the parties.
(c) If the parties are unable to resolve the dispute at the meeting, or if a party failsto attend that meeting, then the parties must, within 10 days, hold a meetingin the presence of a mediator.
(d) The mediator must be:
(i) a person chosen by agreement between the parties; or
(ii) in the absence of agreement:
(A) in the case of a dispute between a Member and anotherMember, a person appointed by the Board ; or
(B) in the case of a dispute between a Member and the Division, aperson who is a mediator appointed or employed by theDispute Settlement Centre of Victoria (Department of Justice).
(e) An Affiliated Member of a Club can be a mediator.
(f) The mediator cannot be an Affiliated Member of a Club who is a party to thedispute.
(g) The parties to the dispute must, in good faith, attempt to settle the dispute bymediation.
(h) The mediator, in conducting the mediation, must:
(i) give the parties to the mediation process every opportunity to beheard; and
(ii) allow due consideration by all parties of any written statementsubmitted by any party; and
(iii) ensure that natural justice is accorded to the parties to the disputethroughout the mediation process.
(i) The mediator must not determine the dispute.
(j) If the mediation process does not result in the dispute being resolved, theparties may seek to resolve the dispute in accordance with the Act orotherwise at law.
26. SOURCES OF FUNDS_____________________________________________
The funds of the Division shall be derived from fees paid by Members, donations andsuch other sources as the Board determines from time to time.
27. MANAGEMENT OF FUNDS
(a) The Division must open an account with a financial institution from which all expenditure of the Division is made and into whichall of the Division’s revenue is deposited.(b) The Board may authorise the Treasurer to expend funds on behalf of the Division up to a specific limit without requiring approval from the Board for each item on which the funds are expended.(c) All funds of the Division must be deposited into the financial account of the Division no later than five working days after receipt.(d) With the approval of the Board, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.
28. APPLICATION OF INCOME________________________________________
(a) The income and property of the Division shall be applied solely towards thepromotion of the purposes of the Division as set out in this Constitution.
(b) No portion of the income or property of the Division shall be paid ortransferred, directly or indirectly by way of dividend, bonus or otherwise to anyMember, but this shall not preclude payment to a Member in good faith forexpenses incurred or services rendered.
29. SIGNING OF NEGOTIABLE INSTRUMENTS__________________________
All cheques and other negotiable instruments shall be signed by two Directors or insuch other manner approved by the Board from time to time.
30. COMMON SEAL_____________________________________________________
(a) The Division may have a Seal upon which its corporate name shall appear inlegible characters. The Board will keep custody of the Seal.
(b) The Seal shall not be used without the express authorisation of the Board.Every use of the Seal shall be recorded in the Board’s minute book. TwoDirectors must witness every use of the Seal, unless the Board determinesotherwise.
31 REGISTERED ADDRESS
The registered address of the Division is:
(a) the address determined from time to time by resolution of the Board; or(b) if the Board has not determined an address to be the registered address, the postal address of the secretary.
32. ALTERATION OF CONSTITUTION____________________________________
(a) Any proposed alteration to this Constitution shall be notified to the Board ofBowls Victoria by the Division Administration Officer for approval before any further actioncan be taken. For the avoidance of doubt, Bowls Victoria may accept orreject (in its absolute discretion) any proposed alteration to this Constitutionprior to it being put to the Members.
(b) If Bowls Victoria approves a proposed alteration to this Constitution, theDivision will notify Members of the proposed change. The Constitution cannot be altered except by Special Resolution.
(c) Within one month of a Special Resolution being put to the Members, theDivision must notify the outcome to Bowls Victoria in writing.
(a) The Division may be wound up voluntarily by special resolution.
(b) In the event of the Division being wound up, the liability of the Members shallbe limited to any outstanding monies due and payable to the Division. Noother amount shall be payable by the Members.
(c) If upon winding up or dissolution of the Division, there remains, aftersatisfaction of all its debts and liabilities, any property, the same shall not bepaid to or distributed amongst the Members, but shall be given or transferredto some other organisation having purposes similar to the purposes of theDivision and which prohibits the distribution of its or their income and propertyamong its or their members and which is also not carried on for the profit orgain to its members. Such body or bodies will be determined by the Membersat or before the time of dissolution, and in default thereof by such judge of theSupreme Court of Victoria as may have or acquire jurisdiction in the matter.Such body or bodies may include Bowls Victoria or other Divisions of BowlsVictoria or a Region of Bowls Victoria.
(a) Every Director and employee of the Division shall be indemnified out of theproperty and assets of the Division against any liability incurred by him/her inhis/her capacity as Director or employee in defending any proceedings,whether civil or criminal, in which judgment is given in his or her favour or inwhich he or she is acquitted or in connection with any application in relation toany such proceedings in which relief is granted to him or her by the Court.
(b) The Division shall indemnify its Directors and employees against all damagesand costs (including legal costs) for which any such Director or employee maybe or become liable to any third party in consequence of any act or omissionexcept wilful misconduct:
(i) in the case of a Director, performed or made whilst acting on behalf ofand with the authority, express or implied of the Division; and
(ii) in the case of an employee, performed or made in the course of, andwithin the scope of his or her employment by the Division.
35. SERVICE OF NOTICES________________________________________________
(a) Notices may be given to Members by sending the notice by post or facsimiletransmission or where available, by electronic mail, to the Member’s addressor facsimile number or electronic mail address shown in the Register.
(b) Where a notice is sent by post, service of the notice shall be deemed to beeffected at the time the letter would have been delivered in the ordinarycourse of post.
(c) Where a notice is sent by facsimile transmission, service of the notice shall bedeemed to be effected upon receipt of a confirmation report confirming thefacsimile was sent to the correct facsimile number.
(d) Where a notice is sent by electronic mail, service of the notice shall bedeemed to be effected by properly addressing and upon receipt of aconfirmation report confirming the electronic mail message was received atthe electronic mail address to which it was sent.
36. CUSTODY OF BOOKS AND OTHER DOCUMENTS______________________
(a) Except as otherwise provided in this Constitution, the Board shall provide forthe retention of all books, minutes, documents and securities of the Division.
(b)If requested by a Member, the Board must permit such Member to inspect:
(i) the rules of the Division;(ii) the minutes of each General Meeting.
(c)Upon written request and payment of a fee determined by the Board from time to time, a Member may obtain a copy of the documents listed at rule 36b.
(d)If requested by a Member and subject to the Act, the Board must permit such Member to inspect the register of members.
(e) Subject to the Act and rule 36b and 36d, no Member is entitled toinspect the accounts, books, securities and other Relevant Documents of theDivision, unless authorised in writing by the Board.
37. LIFE MEMBERS______________________________________________________
(a) Life Members of the Bendigo District Bowls Association and Bendigo District Ladies Bowls Association remain Life Members of the Division(b) A Life Member may be elected at any General Meeting on the unanimous recommendation of all members of the Board provided that the person concerned:-(i) Is an affiliated member of a member club and (ii) Rendered outstanding service to the Division; and (iii)Is nominated in the notice of the meeting, and (iv) Receives not less than four-fifths of the votes taken by ballot at the meeting.
(c) A Life member shall be entitled to attend any General Meeting of the Division and shall have a voice but not vote unless as an appointed Delegate.
(a) The Board may make Regulations and alter, amend or rescind the same asoccasions may require, and enforce penalties for their breach. SuchRegulations shall have the same force and effect as this Constitution, butshall not be in any way oppose or be in conflict with this Constitution. SuchRegulations shall be available for inspection in the Division premises.
(b) Amendments, alterations, interpretation or other changes to Regulations shallbe advised to Members by means of notice approved by the Directors.Notices shall be binding upon all Members.