MANDURAH HOCKEY STADIUM (INC.) CONSTITUTION. (Adopted 15 th March 2006) (amended 21 st November 2006) (amended 15 th October 2010)

Transcription

1 MANDURAH HOCKEY STADIUM (INC.) CONSTITUTION (Adopted 15 th March 2006) (amended 21 st November 2006) (amended 15 th October 2010)

2 INDEX RULE SUBJECT PAGE 1. Name 3 2. Definitions and Interpretations 4 3. Objects 4 4. Property of Association 4 5. Powers of the Association 4 6. Memberships 5 7. Membership Categories 5 8. Register of Members 6 9. Subscriptions of the Association Termination of Membership Meetings of the Association General Meeting (includes Annual General Meeting) Special Council Meeting Quorum Voting Awards of Merit Management of the Association Election of Directors Meetings of the Board Powers of the Board Finance Auditor Common Seal Alterations to the Constitution Alterations to Bylaws Protests and Disputes Tribunal Winding Up Indemnity 14 2

3 MANDURAH HOCKEY STADIUM INCORPORATED CONSTITUTION 1. NAME: The name of the Association is Mandurah Hockey Stadium Incorporated, hereinafter referred to as the Association. 2. DEFINITIONS AND INTERPRETATIONS: 2.1. Definitions: In this Constitution: Annual General Meeting means the General Meeting referred to in sub-rule ; Appointed Directors means the Appointed Directors of the Association appointed pursuant to rules 12 & 13; Association means Mandurah Hockey Stadium (Inc); Board means the Board of Directors referred to in rule 13; By-laws are the rules for the good conduct of the affairs of the Association; Clubs means Hockey Clubs referred to in rule 7.1; Elected Directors means the Elected Directors of the Association elected pursuant to rules 12 and 13 and includes the President and Vice President; Ex-officio means by virtue of one s office; Financial Year means the period referred to in sub-rule16.1; Member means a member of the Association referred to in rule 7; Ordinary Resolution An ordinary resolution put to the vote will be decided by a majority of votes cast on a show of hands; President means the President appointed pursuant to rule 12; Replacement Directors means the Replacement Directors of the Association referred to in subrules 12.4 & 12.5; Special General Meeting means the meeting referred to in sub-rule 11.2; Special Resolution A resolution is a special resolution if it is passed by a majority of not less than three-fourths of the members present who are entitled under the rules of the association to vote and vote in person or, where proxies or postal votes are allowed by the rules of the association by proxy vote or postal vote, at a general meeting, of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with those rules; State means the State of Western Australia; Team refers to School teams playing in the winter competition; The Act means the Associations Incorporation Act 1987 (Western Australia); 3

4 2.2. Interpretations: In this Constitution unless the context indicates a contrary intention: a) Words implying the singular include the plural (and vice versa), words denoting a given gender include all other genders, and words denoting individuals include corporations (and vice versa); b) Any words or expressions defined in the Act shall have the same meanings in this Constitution; c) A reference to any legislation or to any section or provision thereof includes any statutory modification or re-enactment or any statutory provision substituted for it, and ordinances, by-laws, local laws, regulations, and other statutory instruments issued hereunder. 3. OBJECTS: The objects of the Association shall be: 3.1. to foster, promote, market & control the game of hockey in the Peel Region; 3.2. to promote, market, conduct and control International, Interstate and Interclub hockey matches and tours of teams, clubs, associations, State and National bodies; 3.3. to publish or join with any person in producing or publishing through any medium, material relating to the game of hockey or calculated directly or indirectly to benefit the game of hockey; 3.4. to construct and maintain facilities occupied by the Association, provide all the necessary equipment, appliances and conveniences; 3.5. to become affiliated with or subscribe to Hockey WA and Hockey Australia or any other association or bodies whose objects are similar to the objects of the Association and, if thought fit, to withdraw or retire from any such association or body; and Each of the objects shall be read as separate, distinct and severable, and not so as to limit the generality of each object. 4. PROPERTY OF ASSOCIATION: The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income to be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects or purposes. 5. POWERS OF THE ASSOCIATION: Subject to this Constitution, the Association shall have the powers to do all such acts and things whether solely or in conjunction with any person, persons or body as may be considered incidental or conducive to the above objects, or any one of them. In particular, the Association shall have the powers to: 5.1. raise money by affiliation fees, registration fees, subscriptions and levies and by such other methods as from time to time are appropriate to the needs of the Association; 5.2. acquire, hold, deal with, and dispose of any real or personal property; 5.3. open and operate bank accounts; 5.4. invest the funds of the Association; 5.5. borrow money upon such terms and conditions as the Association thinks fit; 5.6. enter into any other contract the Association considers necessary or desirable; 5.7. give such security for the discharge of liabilities incurred by the Association as the Association thinks fit; 5.8. appoint agents to transact any business of the Association on its behalf; 5.9. employ, pay and dismiss servants and contractors; 6. MEMBERSHIPS: 6.1. Membership shall be open to any person who wishes to further the interests of the Association. They shall consist of such persons, hockey clubs, hockey teams and hockey associations as may be or have been admitted to membership of the Association and whose membership has not been terminated under or by virtue of this Constitution Each person, organisation, hockey club, hockey team or hockey association admitted to membership shall be- 4

5 Bound by the Constitution (Rules),By-laws and Charters of the Association; Liable to such fees, levies and subscriptions as may be fixed by the Association; and Entitled to all advantages and privileges of membership Any person, organisation, hockey club, hockey team or hockey association who wishes to become a member must apply for membership to the Board in writing, signed by that person and by both of the members referred to in sub-rule be proposed by one member and seconded by another member 6.4. All applications for membership shall be posted on the noticeboard of the Association for a period of not less than seven (7) days prior to the meeting at which the application is considered, provided also that an interval of not less than fourteen (14) days shall elapse between nomination and election An applicant whose application for membership of the Association is rejected under sub-rule 6.4 must, if he or she wishes to appeal against that decision, give notice to the Administrator of their intention to do so within a period of 14 days from the date he or she is advised of the rejection When notice is given under sub-rule 6.5 the Association in a general meeting no later than the next annual general meeting, must either confirm or set aside the decision of the Board to reject the application, after having afforded the applicant who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to the Association in the general meeting. 7. MEMBERSHIP CATEGORIES: The Association shall have the following membership categories: Affiliated Clubs, Teams or Associations; Ordinary Member; Social Members Temporary Members; Honorary Life Member; Junior Member Honorary Member Patron 7.1. Affiliated Clubs, Teams or Associations: Affiliated Clubs, Teams or Associations who are members of the Association as at the date this Constitution is adopted and any club, team or association which is subsequently accepted by the Board shall be members of the Association Ordinary Member: Any person over the age of 18 years who is a financial member of an affiliated hockey club, team or association playing in the Association. Ordinary members are entitled to hold any office and enjoy the privileges of the Association Social Members: Persons other than ordinary members who are interested in promoting the Association, but who do not wish to participate in the playing activities of the Association, may become a Social Member Temporary Member: a person who is on any day visiting the club as a member or an official of, or a person assisting a team that is to contest a pre-arranged event in that sport on that day; or at the invitation of a member to engage in sport on that day, may be taken to be a person who is afforded temporary membership on that day Honorary Life Member: Life members of Peel Hockey Association Inc. and Mandurah & Districts Hockey Association Inc. as at the date this Constitution is adopted shall be admitted as Honorary Life Members of the Association. Any person who has rendered outstanding service to Peel hockey, over a period of many years may be elected by the members at an Annual 5

6 General Meeting as an Honorary Life Member. A recommendation to elect an Honorary Life Member must be given in writing to the Association at least twenty eight (28) days prior to the Annual General Meeting. If the Board approves the nomination it shall be included in the agenda for the Annual General Meeting of the Association Junior Member: Any person under the age of 18 years who is a financial member with the Association or a financial member of an affiliated club, team or association playing in the Association. Junior members have no voting rights nor are entitled to hold any office, however are encouraged to join and participate in sub-committees Honorary Member: Membership that may be granted to Association Patrons, Sponsors and any other such persons as the Board may decide from time to time Patron: The Board may, at its discretion, elect a Patron or Patrons of the Association for such period as may be deemed necessary. Such patron/s shall not be eligible to vote unless they are current members of the Association under another category of membership The maximum number of guests per member per day for the purpose of section 48(4)(h) of The Liquor Licensing Act is three (3) A member may at any reasonable time inspect the records and documents of the Association The member must give seven (7) days notice in writing and give details as to the reason for the record inspection A Director must be present at time of inspection. 8. REGISTER OF MEMBERS OF THE ASSOCIATION: The Board shall appoint a person who shall maintain an up to date register of members in respect of each class of membership of the Association The register is to be continually available for inspection at the Association premises The member must give seven (7) days notice in writing and give details as to the reason for the record inspection A Director must be present at time of inspection. 9. SUBSCRIPTIONS OF THE ASSOCIATION: 9.1. A defined annual, half-yearly or quarterly subscription fee shall be payable in advance Defined fees, levies and fines shall be paid in accordance with the by-laws of the Association. 10. TERMINATION OF MEMBERSHIP: Membership of the Association will cease: On the resignation or death of a member; On the winding up or dissolution of a member; By resolution of the Association carried by at least three fourths majority of those present and entitled to vote at the General Meeting. The resolution will be of no effect unless 21 days prior written notice is given to the member; If a Club fails to nominate at least one team in a competition conducted by the Association; If a Club, Team or Association has failed to pay all of its affiliation fees or levies due for the previous financial year; On the expulsion of a member in accordance with sub-rule The Board shall have the power to suspend or expel any member of the Association for: A false or inaccurate statements made in the member s application for membership of the Association; Breach of any rule, regulation or by-law of the Association; By any act detrimental to the Association; After having undertaken due inquiry. 6

7 10.3. Any member who is expelled, suspended or has their membership terminated, shall have the right to appeal against their suspension or expulsion, by presenting their case to a General Meeting called for such purpose, and the decision of the meeting shall be final. 11. MEETINGS OF THE ASSOCIATION GENERAL MEETINGS There shall be an Annual General Meeting of the Association which shall be held each year within three (3) months of the financial year ending. The Association shall give at least forty two (42) days written notice of the date of the Annual General Meeting to Directors and affiliated clubs, teams and associations The President shall chair all meetings of the Association. In the absence of the President the Vice President shall chair the meeting of the Association. In the absence of both the President and Vice President a member of the Board nominated from the floor of the meeting, shall chair the meeting of the Association All financial members, Honorary Life Members and Honorary Members shall be entitled to attend, to speak at and to move and second motions at General Meetings, but shall not be entitled to a vote Each Club, Team and Association shall be entitled to up to three (3) votes (refer to rule ). In the event of an equality of votes then the chairperson of the meeting of the Association shall be entitled to a casting vote SPECIAL GENERAL MEETING May be called at the discretion of the Board; Shall be convened on the written request signed by three clubs, stating the purpose for which the special general meeting is required Shall be convened to deal with an appeal under sub-rule 10.3; Must, after receiving notice under sub-rule 6.5, convene a special general meeting, no later than the next annual general meeting, at which the appeal referred to in the notice will be dealt with; At least twenty one (21) days written notice shall be given to all clubs, teams and associations of the date, place and time of a Special General Meeting and of the business to be transacted at the meeting. Only the business for which the meeting has been called will be considered at the Special General Meeting QUORUM A Quorum for all General Meetings shall be half of its Directors plus one, plus Presidents/delegates from one half of the Clubs, Teams and Associations entitled to vote, disregarding any fractions In the case of the Annual General Meeting, if within 30 minutes of the time appointed for the meeting a quorum is not present, then the meeting shall stand adjourned to the same day in the following week at the same time and place or to such other place as the Board may determine, and if at the adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting, the members then present shall constitute a quorum In any other case, if within 30 minutes of the time appointed for the meeting a quorum is not present, the members present shall constitute a quorum. 7

8 11.4. VOTING at GENERAL MEETINGS: The Chairperson shall exercise a casting vote only Each Director present shall be entitled to a deliberative vote A Director, who is unable to attend a general meeting, is entitled to a postal vote, providing the postal vote is received by the Administrator forty eight (48) hours prior to the general meeting The number of votes which each Club, Team or Association shall have will be dependent on having teams in Men s, Women s and Junior s winter competition. The number of votes is as follows, One or more teams in the Men s Competition 1 vote One or more teams in the Women s Competition 1 vote One or more teams in the Junior s Competition 1 vote Maximum three (3) votes, provided Clubs, Teams or Associations have the required number of delegates present at the meeting, and: notification in writing, signed by the President or Secretary, advising of their delegates is received by the Administrator at least seven (7) days prior to the General Meeting; Delegates must be financial members of the club, team or association A proxy may represent the Club, Team or Association, providing that written advice, signed by the President or Secretary, is received by the Administrator at least three (3) days prior to the date of the meeting. Provided that the meeting may approve a proxy which is lodged prior to commencement of the general meeting A Director shall not act as a proxy; A person cannot act as proxy for more than one club; A proxy shall expire at the conclusion of the meeting; the proxy must be either A current financial member of that Club, Team or Association; or A Life Member of that Club, Team or Association. A Club, Team or Association which is unfinancial shall not be entitled to vote (refer to sub-rule 16.8.) Awards of Merit: with the prior approval of a resolution of the Board, the Association at an Annual General Meeting may by ordinary resolution confer Awards of Merit to such persons as it considers have contributed meritorious service to Hockey. 12. MANAGEMENT OF THE ASSOCIATION The management of the Association shall be vested in the Board of Directors elected at the Annual General Meeting As from the date of the Annual General Meeting next following the date on which this Constitution is adopted (2010) the Board of Directors shall be comprised of seven Elected Directors (of which the President and Vice President shall be appointed from). At the Annual General Meeting after the constitution is adopted and at each alternate Annual General Meeting thereafter four (4) Directors shall be elected. At the second Annual General Meeting and at each alternate Annual General Meeting thereafter three (3) Directors shall be elected. The term for an Elected Director shall be for two years from election except as provided in rules 12.3 and The President shall be elected by the Directors at the Board meeting immediately following the AGM for a two year term (other than as provided for in rule 12.5). The 8

9 two year term shall commence at the Board meeting immediately following the AGM and shall expire at the second subsequent AGM except as provided in sub-rule Only an Elected Director shall be eligible to be appointed as President. The President shall be elected by simple majority vote The Vice President shall be elected by the Directors at the Board meeting immediately following the AGM for one year term (other than as provided for in sub-rule 12.5). The one year term shall commence at the Board meeting immediately following the AGM and shall expire at the next AGM except as provided in sub-rule Only an Elected Director shall be eligible to be appointed as Vice President. The Vice President shall be elected by simple majority vote No Director shall hold more than one position on the Board at any one time A Director shall cease to be a member of the Board at the conclusion of the Annual General Meeting at which their term of office expires ELECTIONS As from the Annual General Meeting next following the date on which this Constitution is adopted (2010) four Director s positions shall become vacant (including the President). At the second AGM (2011) the remaining three Director positions will become vacant REMOVAL The Association may by resolution remove an Elected Director or Appointed Director prior to the expiration of the Elected or Appointed Director s term The Board may by resolution remove any Appointed Director or Replacement Director prior to the expiration of the Appointed Director s or Replacement Director s term The Board may by simple majority vote remove the President or Vice President from that position (not as an Elected Director from the Board) and may appoint a replacement President or Vice President at any time for the remainder of that term Vacancy of Director: If the position of an Elected Director or Appointed Director shall become vacant then the Board may appoint a person as a Replacement Director to fill the vacancy until the next following Annual General Meeting. If any part of that Elected Director term still remains to run then an election shall be held at the Annual General Meeting for the balance of that original Elected Director s term Vacancy of President or Vice President: If the position of a President or Vice President becomes vacant, the Board may appoint a member as a Replacement Director until the next Annual General Meeting (refer 12.4 Vacancy of Director) and shall appoint one of the remaining Elected Directors to be the President or Vice President of the Association for the remainder of the term or the remainder of the Elected Director s term Re-election An Elected Director whose term has expired is eligible for re-election save for the maximum service for an Elected Director is 10 years, each term being two years, therefore a maximum of five terms if being served consecutively. If a person has not been a director for three consecutive years the 10 year maximum period will start again. The maximum 10 year term is counted by service as any President, Vice President and Director Leave of Absence: The Board may grant leave of absence to a Director for a continuous period of not more than four (4) months. A Director shall not be granted leave of absence more than once in any 9

10 financial year. If a Director is granted leave of absence then the Board may appoint a person to fill that position during the period of the leave of absence Casual Vacancies: A casual vacancy occurs if a Director Dies; Resigns by notice in writing delivered to the President or, if the President to the Vice President and that resignation is accepted by resolution of the Board; Is convicted of an offence under the Act; Is permanently incapacitated by mental or physical ill-health; Is absent from more than: three (3) consecutive Board meetings; three (3) Board meetings in the same financial year without tendering an apology and the Board has resolved to declare the office vacant; Is found not to be a financial member of the Association; Is the subject of a special resolution passed at a General Meeting terminating his or her appointment as a Director. 13. ELECTION OF DIRECTORS Calling for Nominations: The Association shall call for nominations for Board Elections at least forty two (42) days prior to the date of the Annual General Meeting Eligibility: Ordinary members, Social members or Honorary Life Members of the Association are eligible for election to the Board Nomination: A nomination must be signed by the nominee and proposed in writing by a President or Secretary of a Club, Team or Association or an Elected Director or Appointed Director of the Association and be lodged at the office of the Association at least twenty one days (21) days prior to the Annual General Meeting Notifying Clubs: The Association shall notify all Club s, in writing, of the nominations received at least fourteen days (14) days prior to the Annual General Meeting Information on Candidates: Each nomination should include information concerning the candidates and such information shall be circulated with the list of nominations Voting refer to rule Secret Ballot: If there are more candidates than vacancies, voting shall be by secret ballot. Voting shall be recorded on the ballot papers by placing the figure 1 opposite the first preference, the figure 2 opposite the second preference and so on. All candidates must be given a number or the voting paper shall be invalid. The scrutineers (two or more) to be appointed by the Chairperson of the meeting shall tally the votes. The candidate with the lowest tally shall be elected first the candidate with the next lowest tally shall be elected next and so on as necessary. In the event of a tied vote then the Chairperson of the meeting shall have casting vote Number of candidates does not exceed number of vacancies: Where the number of candidates does not exceed the number of vacancies, the candidates shall be declared duly elected by the Chairperson of the meeting. 10

11 13.9. Insufficient candidates to fill vacancies If a vacancy remains on the Board, the Elected Directors shall appoint a member to fill that vacancy; An Appointed Director under sub-rule will hold office until the next following Annual General Meeting; and be eligible for election to the Board at the next Annual General Meeting Minimum Number of Directors of Same Gender: This clause shall apply notwithstanding any other provision of this Constitution. Following an election of the Board there must be at least a minimum of two (2) of either gender on the Board provided that a sufficient number of nominations from each gender have been received. In the event that there are insufficient nominees from a gender then all nominees of that gender will be elected No more than three (3) Directors from same Club: At no time can there be more than three Directors (Elected Directors or Appointed Directors) from the same Club, Team or Association. All eligible nominees will be elected in the event that there are insufficient nominees from other clubs. 14. MEETINGS OF THE BOARD Frequency of Meetings: The Board shall meet as often as shall be required to efficiently manage the affairs and governance of the Association. During the winter playing season the Board shall meet at least once every six (6) weeks Chair: The President shall chair all meetings of the Board. In the absence of the President the Vice President shall chair the meeting. In the absence of the Vice President the Board shall elect a Director to chair the meeting Quorum: A quorum for all meetings of Directors is five Voting: Each Director present shall be entitled to a deliberative vote The Chairperson of a meeting of the Board shall in the case of any equality of votes have a casting vote Pecuniary Interest: A Board member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Board (except if that pecuniary interest exists only by virtue of the fact that the member of the Board is a member of a class of persons for whose benefit the Association is established) must: as soon as the person becomes aware of that interest, disclose the nature and extent of their interest to the Board; and shall not take part in any deliberation or decision of the Board with respect to that contract Sub-rule does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the member of the Board is an employee/contractor of the Association Disclosure made under sub-rule by a member of the Board must be recorded in the minutes of the meeting of the Board at which it is made Notice of Meetings: Except in the case of urgent business seven (7) days notice of a meeting of the Board must be given to each Director. 11

12 14.7. Resolution without Meeting: A resolution of the Board may be carried without any need for a Board meeting if: the resolution is contained in a document; and at least 5 of the Directors have consented in writing to the resolution; and notice of the proposed resolution has been given in writing to all Directors 15. POWERS OF THE BOARD Except, as otherwise provided by this Constitution, and subject to any resolutions of the Association the Board shall be responsible for the control, management and administration of the affairs, property and funds of the Association and Administer the finances, appoint bankers, and direct the opening of banking accounts for the specific purposes and to transfer funds from one account to another, and to close any such account Fix the manner in which such banking accounts shall be operated upon, providing the Board passes all payments Fix fees and subscriptions payable by members and decide such levies, fines and charges as is deemed necessary and advisable, and to enforce payment thereof; Adjudicate on all matters brought before it which in any way which may affect the Association; Cause minutes to be made of all proceedings at meetings of the Board and General Meetings; Make, amend and rescind by-laws; Have the power to form and appoint committees as required for specific purposes and confer on such committees such power and authorities as it thinks fit The President shall be an ex-officio member of all committees and shall be entitled to a deliberative vote. A Director shall be a member of their portfolio committee Appoint a person to comply on behalf of the Association with Section 28 of the Act by keeping and maintaining un an up to date condition the rules of the Association and Section 29 of the Act by maintaining a record of: The names and residential or postal addresses of the person/s who hold the offices of the Association; and The names and residential or postal addresses of any person/s appointed or act as trustees on behalf of the Association The Board shall, at their discretion, call one or more President meetings. 16. FINANCE: Financial Year: The financial year of the Association shall commence on 1 st October, each year and end on 30 th September in the following year Bank Accounts: The Association shall operate an account or accounts, into which shall be paid all funds of the Association. All monies collected on behalf of the Association shall be banked and handled by the Administrator or person/s delegated by the Board Financial Statement: A statement showing the financial position of the Association shall be tabled at each Board meeting Annual General Meeting Financial Statement: A statement of Income and Expenditure, Assets and Liabilities shall be submitted to the Annual General Meeting. 12

13 16.5. Accounts due: Accounts due by the Association shall be passed for payment at the Board meeting. When immediate payment is necessary, accounts can be paid when authorised by two (2) delegated officers approved as per 16.7, these payments are to be presented for endorsement at the next Board meeting Method of Payments: Accounts shall be paid by methods approved by the Board Signatories of Account: Two (2) signatures shall be required to authorise the payment (by cheque or other approved methods) of accounts. The signatories of the Association s accounts shall be the Administrator and/or person/s delegated by the Board and any one (1) of the following: President; or Elected Director; The two (2) signatories shall not be from the same household or related Late payment of Affiliation fees, levies and fines: In the event that a Club, Team or Association shall fail to pay its affiliation fees, levies or fines within the time specified for payment then it shall be deemed to be unfinancial and shall not be eligible to vote at any General Meeting until such times as all amounts have been paid in full. 17. AUDITOR: The Association shall have an Auditor who shall be qualified to practice as an Auditor in the State shall audit the Annual Statement of Accounts and Balance Sheet of the Association. The Auditor shall have the power to call for the production of all books of accounts, records and documents relative to the financial affairs of the Association. The auditor shall be elected annually at the Annual General Meeting. A casual vacancy in this office may be filled by a resolution of the Council. 18. COMMON SEAL OF THE ASSOCIATION The common seal of the Association shall be kept in the care of the Administrator The Seal shall not be used or affixed to any deed or document except pursuant to a resolution of the Board The affixing of the Common Seal shall be attested by the signatures of any two Directors of the Board A record of all documents to which the Seal has been affixed shall be kept. 19. ALTERATIONS TO THE CONSTITUTION (RULES): The Board shall be responsible for the interpretation of this Constitution and the rules: The Constitution and any such interpretation shall be binding on all members; No alteration, repeal or addition shall be made to the Constitution except at the Annual General Meeting or Special General Meeting, called for that purpose and notice of all motions to alter, repeal or add to the Constitution shall be given to members twenty one (21) days prior to the Annual General Meeting or Special General Meeting called for such purpose The Administrator shall forward such notices of motion to each Director, a representative of each affiliated club, team or association and to the Director of Liquor Licensing at least twenty one (21) days prior to the Annual General Meeting or Special General Meeting. 13

14 19.5. Such motions, or any part thereof, shall be of no effect unless passed by a three quarters of those present and entitled to vote at the Annual General Meeting or Special General Meeting as the case may be Within one month of the passing of a Special Resolution altering its rules, the Administrator shall notify the Department of Consumer and Employment Protection and the Director of Liquor Licensing of the amendment No effect shall be given to the change without the prior approval of the Director of Liquor Licensing. 20. ALTERATIONS TO ASSOCIATION BY-LAWS The Board may from time to time, make, alter or repeal the by-laws of the Association, provided notice of the proposed alteration/s has been circulated to all Directors at least seven (7) days prior to the Board Meeting or a Extraordinary Board Meeting called for that purpose Such motions, or any part thereof, shall be of no effect unless passed by a three fourths majority of those present and entitled to vote at Board meetings A motion, which is recommended by a sub-committee, shall be of no effect unless passed by a majority of those present and entitled to vote at Board meetings Reporting: The making, alteration or repeal of a by-law by the Board shall be reported to Clubs within fourteen (14) days of the date of the meeting at which the making, alteration or repeal was made Association may disallow: The Association may disallow the making, alteration or repeal of a Bylaw by a resolution at any General or Special Meeting of the Association called for such purposes carried by at least three-fourths majority of those present and entitled to vote at the General Meetings Binding on Members: The by-laws shall be binding on all members except to the extent that they are inconsistent with the Constitution. 21. PROTESTS AND DISPUTES TRIBUNAL: There shall be a Protests and Disputes Tribunal of the Association. Membership of the Tribunal and its powers and authorities shall be set out in the by-laws and charter of the Association. 22. WINDING UP: Resolution: The Association may be dissolved or wound up by a special resolution at any Special General Meeting of the Association called for such purpose Distribution of Surplus: If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another association incorporated under the Act which has similar objects and which is not carried out for the purposes of profit or gain to its individual members, and which association shall be deemed by resolution of the members. 23. INDEMNITY Every director, auditor, employee and volunteer of the Association shall be indemnified out of the property of the Association against any liability incurred by that person in the capacity of director, auditor, employee or volunteer in defending any proceedings, whether civil or criminal in which judgement is given in favour of that person or in which that person is acquitted. 14