| The Corporations Law. | ||||||
| _______________________________________________________________________ | ||||||
| CONSTITUTION | ||||||
| of | ||||||
| GOLD COAST Ð TWEED DISTRICT BOWLS ASSOCIATION LTD. | ||||||
| PART 1 | ||||||
| 1 | NAME OF ASSOCIATION | |||||
| The name of the Company is Gold Coast Ð Tweed District Bowls Association Ltd. | ||||||
| (the Association'). | ||||||
| 2 | REGISTERED OFFICE | |||||
| The registered office of the Association will be situated, within the designated area | ||||||
| of the Association within the State of Queensland. | ||||||
| 3 | OBJECTS OF ASSOCIATION | |||||
| 3.1 | The Association is the body for the administration of the game of bowls in the | |||||
| District of the Gold Coast and Affiliated Clubs of Northern New South Wales. | ||||||
| 3.2 | The objects of the Association are to: | |||||
| (a) | Provide for the encouragement, conduct, promotion, control and management | |||||
| of the game of bowls and all related matters throughout the District and do all | ||||||
| things necessary or desirable in the interests of the game; | ||||||
| (b) | Become a Member of Bowls Queensland (R.Q.B.A) and | |||||
| Bowls Australia Incorporated (`Bowls Australia') or any body which may | ||||||
| succeed it and to act in accordance with the constitution of Bowls Australia or | ||||||
| its successors in pursuit of these objects; | ||||||
| (c) | Control, manage and conduct Bowls competitions. | |||||
| (d) | Strive for and maintain government, commercial and public recognition of the | |||||
| Gold Coast Ð Tweed District Bowls Association as the authority for Bowls | ||||||
| within the Allocated Boundaries of the Gold Coast ÐTweed District; | ||||||
| (e) | Use and protect the Intellectual Property of the Association; | |||||
| (f) | Purchase, hire, lease or otherwise acquire for the purposes of the Association | |||||
| any real or personal property and so far as the law may from time to time | ||||||
| allow to improve, develop, sell, mortgage, transfer, lease, let, exchange and in | ||||||
| any other manner dispose of, deal with or use that property or those rights or | ||||||
| any of them or any part of them; | ||||||
| (g) | Borrow or raise money in a manner and on such terms as may seem expedient | |||||
| for the purposes of the Association and for those purposes, so far as the law | ||||||
| may from time to time allow, give debentures, liens, mortgages, charges or other | ||||||
| security over the whole or any part of the real or personal property of the | ||||||
| Association; | ||||||
| (h) | Invest and deal with the moneys of the Association, not immediately required | |||||
| for the purposes of the Association in such a manner as may from time to time | ||||||
| be determined and from time to time vary and realise those investments; | ||||||
| (i) | Make, draw, accept, endorse, discount, execute and issue bills of exchange, | |||||
| promissory notes, debentures, bills of lading and other negotiable or transferable | ||||||
| instruments or securities; | ||||||
| (j) | Undertake and execute any trusts either gratuitously or otherwise, which may | |||||
| seem to the Association conducive to any of these objects; | ||||||
| (k) | Take or reject any gift, donation and testamentary dispositions, whether subject | |||||
| to any special trust or not for any one or more of these objects; | ||||||
| (l) | Take or hold any property which may be subject to any trust and deal with | |||||
| that property only in the manner as is allowed by law having regard to that trust; | ||||||
| (m) | Pursue through itself or others, such commercial arrangements including | |||||
| sponsorship and marketing opportunities, as are appropriate to further the | ||||||
| objects of the Association; | ||||||
| (n) | Adopt and enforce the laws and standards of the game of bowls as promulgated | |||||
| and interpreted by Bowls Australia or its successor from time to time and | ||||||
| enforce the requirements of the Bowls Queensland | ||||||
| (o) | To elect a delegate to Bowls Queensland or its successor; | |||||
| (p) | Select and control teams or sides to represent the Association; | |||||
| (q) | Settle all questions or disputes on all matters pertaining to the game of bowls in | |||||
| within the District which are submitted to the Association for its adjudication, | ||||||
| including disciplinary matters, except those areas of the game subject to decision | ||||||
| by Bowls Queensland or Bowls Australia. as required by those bodies; | ||||||
| (r) | Approve the attire and/or uniform to be worn by all players, markers, umpires | |||||
| and officials of the Association, Members and Affiliated Clubs having regard to | ||||||
| the standards approved by Bowls Queensland.; | ||||||
| (s) | Represent the interests of its Members, bowlers and bowls generally in any | |||||
| appropriate forum; | ||||||
| (t) | Formulate and implement appropriate policies, including policies in relation to | |||||
| equal opportunity, equity, drugs in sport, health, and safety, junior and senior | ||||||
| programs, infectious diseases and such other matters as arise from time to time | ||||||
| as issues to be addressed. | ||||||
| (u) | Provide, furnish and maintain premises and other amenities for the use of its | |||||
| Members and Affiliated Clubs and such other persons as the Board of Directors | ||||||
| of the Association may from time to time permit either gratuitously or otherwise; | ||||||
| (v) | Apply for and hold gaming and liquor licences in accordance with the law from | |||||
| time to time; | ||||||
| (w) | Enter into arrangements with any government or authority that are for the | |||||
| purposes of, or incidental to, these objects and to obtain rights, privileges and | ||||||
| concessions from any government or authority and carry out, exercise and | ||||||
| comply with any such rights, privileges and concessions and to oppose any | ||||||
| application or other proceedings which may seem calculated directly or | ||||||
| indirectly to prejudice the property, rights or interests of the Association; | ||||||
| (x) | Do all acts and things and enter into and make any arrangement as are incidental, | |||||
| conducive or subsidiary to the advancement of these objects. | ||||||
| 4 | INDEPENDENCE OF OBJECTS | |||||
| Each of the objects in clause 3 constitutes a separate object of the Association and | ||||||
| each object shall be construed independently of any other object and none of the | ||||||
| objects is to be construed as merely subsidiary to any other object. | ||||||
| 5 | APPLICATION OF INCOME | |||||
| 5.1 | The income and property of the Association shall be applied solely towards the | |||||
| promotion of the objects of the Association as set out in this Memorandum of | ||||||
| Association. | ||||||
| 5.2 | Except as prescribed in this Memorandum of Association: | |||||
| (a) | No portion of the income or property of the Association shall be paid or | |||||
| transferred, directly or indirectly by way of dividend, bonus or otherwise | ||||||
| by way of profit to any person who is, or has been, a Member or to any | ||||||
| person claiming through them; and | ||||||
| (b) | No remuneration or other benefit in money or money's worth shall be paid | |||||
| or given by the Association to any Director of the Association or a | ||||||
| Member's Delegate. | ||||||
| 5.3 | Nothing contained in clauses 5.1 or 5.2 shall prevent: | |||||
| (a) | payment in good faith to any officer, servant or Member of the | |||||
| Association for any services actually rendered to the Association whether | ||||||
| as an employee or otherwise; | ||||||
| (b) | the payment in good faith to any officer, servant or Member of the | |||||
| Association for goods supplied to the Association in the ordinary and | ||||||
| usual course of operation; | ||||||
| (c) | reimbursement of expenses to any Member, Member's Delegate, member | |||||
| of a Committee or Director of the Association incurred on behalf of the | ||||||
| Association; | ||||||
| (d) | the payment of interest, not exceeding the commercial rate, on money | |||||
| borrowed from any person or member; | ||||||
| (e) | the payment of rent for premises demised or let by any person or | |||||
| Member to the Association; | ||||||
| (f) | payment to any utility company or any other company of which a | |||||
| Director or Member holds not more than a 100th part of the issued capital | ||||||
| and that Director or Member is not bound to account for any share of | ||||||
| profits he may receive in respect of or as a result of such payment; | ||||||
| (g) | the making of grants of money to any Affiliated Club in accordance with | |||||
| the Articles of Association to be used for the purposes of its objects or | ||||||
| the objects of the Association if the constitution of that Affiliated Club | ||||||
| imposes a restriction upon the distribution of income and property to its | ||||||
| members at least as extensive as the restriction imposed upon the | ||||||
| Association by this clause. | ||||||
| 6 | CONDITIONS OF LICENCE | |||||
| The fifth and sixth clauses of this Memorandum of Association contain | ||||||
| conditions on which a licence is granted by the Crown Law Officer to the | ||||||
| Association under section 30 of the Companies Act 1931-1955. | ||||||
| 7 | LIABILITY OF MEMBERS | |||||
| 7.1 | The liability of Members of the Association is limited. | |||||
| 7.2 | However, if any Member of the Association is paid or receives any dividend, | |||||
| bonus or other profit or property in contravention of clause 5 of this | ||||||
| Memorandum of Association the liability of that Member and of every Member | ||||||
| who has concurred in or authorised that payment shall be unlimited. | ||||||
| 8 | MEMBERS' CONTRIBUTIONS | |||||
| Every Member of the Association undertakes to contribute to the assets of the | ||||||
| Association in the event of it being wound up while a Member, or within one year | ||||||
| after ceasing to be a Member, for payment of: | ||||||
| (a) | the debts and liabilities of the Association incurred before the time at which | |||||
| he or it ceases to be a Member; | ||||||
| (b) | the costs, charges and expenses of winding up; and | |||||
| (c) | an adjustment of the rights of contributors amongst themselves, | |||||
| an amount as may be required not exceeding $1.00. | ||||||
| 9 | DISTRIBUTION OF PROPERTY ON WINDING UP | |||||
| 9.1 | If, on the winding up or dissolution of the Association by any means and for any | |||||
| reason, there remains any property, after the satisfaction of all the Association's | ||||||
| debts and liabilities, the property shall not be paid to or distributed among the | ||||||
| Members of the Association, but shall be given or transferred: | ||||||
| (a) | to one or more institutions selected by the Members of the Association at | |||||
| or before the dissolution of the Association, having objects similar to the | ||||||
| Association and prohibiting, or agreeing to prohibit the distribution of its or | ||||||
| their income and property, to an extent at least as great as that imposed on | ||||||
| the Association under Clause 5; and | ||||||
| (b) | if effect cannot be given to paragraph (a), to some other body, the objects | |||||
| of which are the promotion of charity (whether or not the body is a Member | ||||||
| of the Association or an affiliated Club). Such a body must be at law either | ||||||
| a registered, approved or licensed charity or a charity exempt from | ||||||
| registration, approval or the requirement to hold a licence according to the | ||||||
| provisions of the relevant State legislation. | ||||||
| 10 | ACCOUNTS | |||||
| 10.1 | True accounts must be kept of the sum of: | |||||
| (a) | money received and expended by the Association and the manner in | |||||
| respect of which that receipt and expenditure takes place; and | ||||||
| (b) | the property, credits and liabilities of the Association. | |||||
| 10.2 | Subject to any reasonable restrictions as to the time and manner of inspecting the | |||||
| Accounts that may be imposed in accordance with the Articles of Association for | ||||||
| the time being, they shall be open for inspection by the Members, Directors and | ||||||
| Delegates. | ||||||
| 10.3 | Once at least in every year the Accounts of the Association shall be examined | |||||
| and the correctness of the balance sheet ascertained by one or more registered | ||||||
| company auditors who shall report to the Members in accordance with generally | ||||||
| accepted accountancy principles and standards and the provisions of the Law. | ||||||