Corporations Law

A company limited by guarantee

incorporated in Queensland

CONSTITUTION

GOLD COAST TWEED DISTRICT BOWLS ASSOCIATION LIMITED.

PART 2

INTERPRETATION

1.1

Definitions

In these Articles unless the contrary intention appears:

Affiliated Club means any club whose application for affiliation has been

approved in accordance with Article 4;

Affiliation Fee means the annual fee payable by an Affiliated Club under

Article 11

Annual General Meeting means the Annual General Meeting of the Association;

Articles mean these Articles in this Part 2 of the Constitution.

Association means the Gold – Coast Tweed District Bowls Association Ltd.;

Board of Management means the Executive Committee, Directors as described in

Articles 34 and 35.

B.A. means, Bowls Australia Incorporated;

By-Law means a By-Law made in accordance with Article 44;

Chairman has the meaning given by Articles 27 and 49;

Council has the meaning given to it by Article 63;

Committee means a Committee established under Article 68;

Committee Member means a member of a Committee established under Article 68;

Delegate means a person elected in accordance with Article 20;

Director means a member of the Board of Management constituted in accordance

with Article 34;

Director of Finance is a member of the Executive Committee in accordance with

Article 59;

Honorary Secretary is a member of the Executive Committee, in

accordance with Article 61;

Executive Committee means the Committee constituted in accordance with

Article 66; 55 and 56

Executive Member means a member of the Executive Committee;

Financial Member of the Association means a Club whose Affiliation Fees are

paid, in full;

“Ordinary Bowling Member” means a member of an Affiliated Club who is

not under the age of 18years and who pays the full annual subscription to an

affiliated Club or is a Life Member of an affiliated Club who is entitled to all

Club privileges, including the right to vote, to hold office, and to nominate

officers at any election of office bearers of his Club or the Association.

“Associate Member” means a member of an Affiliated Club who is entitled

to the privileges of membership, except that he shall not be entitled to hold any

office of the Club nor be entitled to nominate members for election to any

position in the Club or Association, nor to take part in or vote at meetings of the

Club or Association. An “Associate Member is not eligible to play in Association

matches for any Club of which he is an “Associate Member “ only.

Associate members are not permitted to play in any organised matches at Clubs

affiliated with G.C.T.D.B.A. unless they are registered with a State Authority

as an Ordinary, Life or Honorary member in accordance with Bowls Australia

Law 72

“Club” means a properly constituted body of people, formed as:

(a)

a Men’s Bowls Club

(b)

a subsidiary Men’s Bowls Club

(c )

the male section of an amalgamated/unified Bowls Club.

Having (20) twenty or more members, having reasonable access to, and the

use of, a green ready to play, of not less than four (4) rinks, laid down in

conformity with the Laws of the Game of Bowls in Australia

Where the “Club”. as defined, does not own or control the green/s and

facilities, it shall present to the Association, a letter ( as prescribed) of

confirmation from the body controlling the green/s and facilities,

authorising the Club to use the greens and ancillary facilities in

conformity with the requirements of the Association in like manner to that

of a club which does own/or have control of its greens and facilities.

G.C.T.D.B.A. means Gold Coast-Tweed District Bowls Association Ltd. or

Bowls Gold Coast-Tweed.

General Meetings includes the annual meeting and extraordinary meetings of

the Association;

Junior Member means a member of an affiliated club as described in 82.1

Law means the Corporations Law;

Laws of the Game mean the Laws of Bowls as defined by Bowls Australia;

Life Member means a person elected as a Life Member under Article 21;

Member means those members specified in Article 13;

Member of a Club means a person who has been admitted to membership

of a club and for whom an affiliation fee is paid by the club;

Memorandum means the Memorandum of Association of the Association;

Patron means a person appointed in accordance with Article 60;

Person includes a Club or Body Corporate as well as Individuals;

President means the President of the Association;

Bowls Queensland. means Royal Queensland Bowls Association Ltd or

the relevant State Authority

Q.L.B.A or Queensland Ladies Bowling Association, means Bowls Queensland

or the relevant State Authority.

Seal means the Common Seal of the Association;

Secretary means the person appointed to perform the duties of the Secretary

of the Association from time to time under Article 61;

Special Resolution means a resolution, which is passed at a meeting of the

Association:

(a)

Of which at least 28 days written notice specifying the intention to propose

the resolution as a Special Resolution has been duly given; and

(b)

By a majority of at least three-quarters of the Members Delegates entitled to

vote who are present in person at that meeting;

State means the State of Queensland;

The Financial Year is the period from 1 October to 30 September.

1.2

Interpretation Generally

In these Articles, unless the contrary intention appears:

(a)

Words denoting any gender include all genders.

(b)

Headings are for convenience only and do not affect interpretation.

(c)

Division 10 of Part 1.2 of the Law applies in relation to these Articles as if

they were an instrument made under the Law as in force on the day when

these Articles become binding on the company.

(d)

In a provision of these Articles that deals with a particular provision of the

Law, an expression has the same meaning as in that provision of the Law.

(e)

A reference to any legislation or to any provision of any legislation

includes any modification or re-enactment of it, any legislative provision

substituted for it and all regulations and statutory instruments issued under it.

EXCLUSION OF TABLE A

2.1

The regulations contained in Table A of Schedule 1 to the Law shall not apply to the

Association.

AFFILIATION

APPLICATION

3.1

A bowls club, a subsidiary bowls club or any section of an amalgamated bowls club, having

not fewer than 20 ordinary members may apply for provisional affiliation or

affiliation with the Association by submitting an application in the form of Schedule 1 accompanied by:

(provisional affiliation) or Schedule 2 (affiliation) or any other form approved by the Board

(a)

A copy of the constitution of the Club;

(b)

Full particulars of the title to the green or a certified copy of the lease or

licence under which the green is held;

(c)

A complete list of club members, detailing Office Bearers;

(d)

Details of the green; and

(e)

Such other particulars or reports with respect to any other matter as the

Association may require.

3.2

The bowls section of a multi sports Club may apply for affiliation subject to the

requirements of Article 3.1 and such other terms and conditions as the Board may

determine.

APPROVAL

4.1

It is within the discretion of the Board to recommend approval of an application for

submission to Bowls Queensland for provisional affiliation or affiliation.

4.2

In considering the application the Board must have regard to:

(a)

The interests of adjoining clubs in the district;

(b)

The financial viability of the applicant club; and

(c)

The advancement of the game of bowls.

CONDITIONS OF AFFILIATION

5.1

The Board may impose conditions upon approval of affiliation, including (without

limitation) the amendment of the applicants:

(a)

Constitution to ensure compliance with Article 6.1; and

(b)

Title and/or playing uniform.

CONSTITUTION OF PROPOSED AND AFFILIATED CLUBS

6.1

Without limiting Article 19 the constitution of all Affiliated clubs must incorporate the

Mandatory rules for club affiliation as outlined in the By-Laws of Bowls Queensland.

6.2

Each Affiliated Club must upon request provide to the Board a copy of its constitutio

Article 6.1.

certified to be true and correct, for examination by the Board to ascertain compliance with

PROVISIONAL AFFILIATION

7.1

Provisional affiliation may be granted on such terms and conditions as determined by the

Board and RQBA.

7.2

The provisional affiliation of an applicant club ceases upon being granted full affiliation.

AUTONOMY OF AFFILIATED CLUBS

8.1

Subject to the express objects and powers of the Association, the autonomy of each

Affiliated Club within its own boundaries and organisation is acknowledged.

VARIATION, SUSPENSION OR CANCELLATION OF AFFILIATION

9.1

The Board may, by resolution passed by a majority of at least three-quarters of the

Directors present, vary the terms and conditions of, recommend suspension or cancellation

of any affiliation or provisional affiliation if the Affiliated Club:

(a)

Is guilty of conduct, or an elected official of a Club makes public Statements,

which in the opinion of the Board is unbecoming of an Affiliated Club or

prejudicial to the interests, image, welfare or reputation of the Association;

(b)

Amends alters or otherwise changes or maintains its constitution in such a

manner as to be inconsistent with Article 6.1;

(c)

Fails to discipline any member of the Affiliated Club who in the opinion of

the Board has engaged in any conduct unbecoming of a member of an

Affiliated Club or prejudicial to the interests, image, welfare or reputation of

the Association;

HOWEVER

(d)

The Affiliated Club shall be given at least 14 days written notice of the

reasons for such action and of the date and time of the proposed meeting of

the Board at which the resolution is to be put; and

(e)

A representative of the Affiliated Club is entitled to be heard at the relevant

meeting of the Board and/or present a written submission prior to the passage of

the resolution.

9.2

The Board may suspend an Affiliated Club's affiliation if its Affiliation Fees remain unpaid

by the expiration of 60 days after the Affiliation Fees became due and payable.

DISCONTINUANCE OF AFFILIATION

10.1

The Delegates in a Special General Meeting may, by Special Resolution determine that any

Affiliated Club is no longer affiliated;

HOWEVER

The Affiliated Club concerned shall be given at least 21 days notice prior to the meeting at

which the matter is to be determined and shall be advised that the club is entitled to be

present at the meeting to be heard and/or present a written submission.

Upon notice in writing of that determination being served on the Affiliated Club:

(a)

It will cease to be affiliated; and

(b)

Any Delegate, who is a member of that club, will automatically cease to be a

Delegate.

10.2

If any Affiliated Club fails to retain any of the qualifications for affiliation with the

Association, that Affiliated Club will forfeit all membership rights until the qualifications are

regained.

10.3

An Affiliated Club will not lose its affiliation with the Association if it is required by Law

to accept females within its membership.

AFFILIATION FEES AND LEVIES

11.1

Subject to Article 12.1 Annual Affiliation Fees and levies shall be determined from time to

time by Resolution of the Association in General Meeting following the recommendation of

the Board.

11.2

The Affiliation Fee shall be calculated on the basis of the number of Ordinary members, Life

members (other than a Life Member of the Association) , as determined from time to time,

as at 31 December following the Annual General Meeting, plus any Government taxes or

charges.

11.3

Affiliation Fees relate to a calendar year and are due on 1st January each year.

11.4

If the Affiliation Fee remains unpaid for a period of 30 days after it became due and payable

the Secretary shall give notice to the Member of that fact.

11.5

The Board may extend the time for payment of the Affiliation Fee by an Affiliated Club.

11.6

Clubs shall remit affiliation fees and levies to the Association.

11.7

Clubs granted affiliation subsequent to the Annual General Meeting must pay a pro rata fee

for the Year, but not less than a quarterly fee.

11.8

Affiliated Clubs must pay affiliation fees and levies for every member joining or

rejoining the club during the course of the Associations financial year determined

at the monthly pro-rata rate for a full year.

11.9

Every club must pay to the Association, for remission to Bowls Queensland, its annual

Bowls Queensland Affiliation fees and Bowls Australia fee or levy plus any Government

Taxes or Charges.

LIABILITY FOR AFFILIATION FEES AND OTHER AMOUNTS

FOLLOWING CESSATION

12.1

Notwithstanding that the Club ceases to be a Member of the Association, it shall continue

to be liable for:

( a)

all Affiliation Fees or other amounts owing by it to the Association which are

due and unpaid as at the date that the Club ceases to be a Member; and

(b)

amounts, which the Club is, or may become, liable to pay the Association

under Clause 8 of the Association's Memorandum of Association.

MEMBERSHIP

MEMBERS AND CLASSES

13.1

The Members of the Association are:

(a)

Clubs which, subject to these Articles, shall be represented by their Delegates

who will have the right to be present, debate and exercise voting rights at

General Meetings;

(b)

Life Members who, subject to these Articles, will have the right to be present

and speak at General Meetings, but will have no voting rights unless they are

a delegate or proxy delegate of an affiliated club and

(c)

any new classes of Members created in accordance with Article 14.

CREATION OF NEW CLASSES

14.1

The Delegates, upon recommendation from the Board, have the right and power from time

to time to create new classes of Membership, with such rights, privileges and obligations as

are determined applicable, even if the effect of creating a new class is to alter rights,

privileges or obligations of existing members or an existing class of Members.

DISCONTINUANCE OF MEMBERSHIP

15.1

Membership will automatically cease upon:

(a)

That Member being given notice of expulsion by the Board pursuant to Article

15.2;

(b)

the Secretary receiving notice of that Member's resignation;

(c)

the relevant Member failing to retain its qualifications for membership;

(d)

in the case of a Life Member, on the date that the Member dies; and

(e )

in the case of a Member which is a Body Corporate on the date that:

(f )

a liquidator is appointed in connection with the winding-up of the

Member, or orders are made by a court for the winding-up or

deregistration of the Member.

15.2

The Board may reprimand, suspend or expel a member of an Affiliated Member

Club if:

(a )

The member is guilty of conduct which in the opinion of the Board is

unbecoming of the Member or prejudicial to the interests, image, welfare

or reputation of the Association; or

(b )

An Elected Official of the Member Club makes public statements, which

are in the opinion of the Board damaging to the reputation of the

Association,

HOWEVER the member must:

(c)

Be given at least 14 days written notice of any proposed action, the

reasons and the time and place of the Board meeting at which the matter

will be considered; and

(d)

Have an opportunity to be heard at the meeting at which the resolution

approving the matter is to be considered, prior to the passing of the

resolution.

15.3

Upon ceasing to be a member, the member's name shall be removed from

the register of members.

16.1

The Board must keep and maintain a register of Members in which must be entered:

(a)

The full name, address and date of entry to membership of each Member;

(b)

The full name and address of the principal administrative officer of each

Member;

(c)

The full name addresses and dates of election of each Delegate;

(d)

The date, if any, upon which the Member ceases to be a Member; and

(e)

The full name and address of each Life Member.

(f)

The full addresses and phone number of the secretary of each affiliate or

provisionally affiliated, Member

(g)

The date upon which the affiliated Member is granted full affiliation.

(h)

The date upon which an affiliated Member ceases to be affiliated

16.2

Having regard to confidentiality considerations, an extract of the register, is to be available

for inspection by Members, upon reasonable request.

16.3

An entry in the Register of Members is prima facie evidence of membership and of the

particulars set out in that register in respect of each Member.

MEMBER CLUBS

APPROVAL

The Application must be considered by the Board and if accepted must be

referred to Bowls Queensland and a General Meeting of the Association for

approval.

17.2

In considering the application the Board must have regard to:

(a)

The interests of Members in the proposed and adjoining areas;

(b)

The financial viability of the proposed Member; and

(c)

The advancement of the game of bowls.

17.3

The Association will only approve the application if passed as a Special

Resolution of Members.

17.4

The Association may impose conditions upon approval to accept a Member,

including (without limitation):

(a)

The amendment of the constitution and rules of the proposed Member; and

(b)

Such other conditions, as it may deem necessary.

17.5

Every Member Club within the District is entitled to be represented on the

Association by at least the delegates elected by members of the Club.

COMPLIANCE.

18.1

The Clubs must comply with the directions of the Board of Management of the

Association.

CONSTITUTION OF CLUBS

19.1

the constituent documents of each Affiliated Club must:

(a)

clearly reflect the objects of the Association;

(b)

not conflict with the Memorandum and Articles of Association and By-

Laws of the Association or the rules and By-Laws of Bowls Queensland.

and Bowls Australia Inc;

(c)

acknowledge the status of the Bowls Queensland as the governing body of

the game of bowls in Queensland (for example, (without limitation) as to

the laws and standards of the game of bowls and jurisdiction over

disciplinary matters);

(d )

comply with the rules and directions of the Association from time to time;

and

(e )

provide that to the extent of any inconsistency between the constituent

documents of the Member Club and these Articles or the By-

Laws, these Articles and the By-Laws will prevail.

19.2

Each Affiliated Club must give to the Association a copy of its constituent

documents and all amendments to these documents.

19.3

Each Affiliated Club acknowledges and agrees that the Association has power to

veto any provision in their constitution which, in the Association's opinion, is

contrary to the objects of the Association and these Memorandum and Articles of

Association or By-Laws;

HOWEVER

The Association must not exercise this power without first consulting the relevant

Member Club as to the intent, purpose and operation of the proposed provision.

19.4

All Member Clubs and their members are deemed to have agreed to be bound by the Articles

and By-Laws and any amendments made to them for the time being in force.

DELEGATES

20.1

Each Member Club must duly elect Delegates to be its representative at General Meetings

of the Association for a term of one year.

20.2

Delegates shall be appointed as follows :-

Two (2 ) Delegates for each Club having up to 150 affiliated, financial members

Three (3 ) Delegates for each Club having 151 or more affiliated, financial members.

20.3

Only a financial member of a Member Club is eligible to be a Delegate

Each Club must advise the Secretary of the Association of the name, address and

phone number of their Delegates within 14 days of election.

20.4

If a Delegate is elected to the Board of Management of the Association then the

Club he represented must elect another Delegate.

20.5

A Delegate may represent one Member Club only.

LIFE MEMBERS

21.1

Any Financial Member of an Affiliated Club who has rendered distinguished or special

service to the Association may be elected as a Life Member of the Association, only after

recommendation by the Board, and at the next meeting of the Council, be endorsed by the

Council if passed by two thirds of the total votes held by delegates present and entitled to

vote.

21.2

A Life Member of the Association is entitled to all the privileges of a member of the

Association and is free from payment of Association membership fees and levies.

21.3

A Life Member may speak, but, is not entitled to vote, at General Meetings, unless he is a

Delegate or Proxy Delegate of an affiliated Club, he shall be entitled to receive notice of, and

attend at all General Meetings and to receive such other gifts and privileges as the

Association may from time to time determine.

GENERAL MEETINGS

MEETINGS

22.1

In each year, there will be the following meetings of the Association:

(a)

An Annual General Meeting, to be held not later than the month of December

in each year (unless otherwise determined by the Board) at a date, time and

place to be fixed by the Board;

(b)

General Meetings, to be held at times, dates and places to be determined by the

Annual General Meeting in each year; and

(c)

Such extraordinary meetings as are convened in accordance with Article 25.

BUSINESS OF MEETINGS

The business of the Annual General Meeting includes:

(a)

the confirmation of minutes of, and consideration of business arising from, the last

Annual General Meeting, General Meetings under 22.1(b) and any subsequent

Extraordinary Meetings;

(b)

to receive and consider the annual reports of the Board of Management ;

(c )

to receive and consider the statement of accounts, balance sheet and

auditor's report;

(d)

the declaration of the election of Executive Committee, Directors, Bowls

Queensland Delegate, Chairmen of Permanent Committees and such other

officers or persons as may be required, by these Articles, to be elected; and

(e)

Determination of affiliation fees for the ensuing year.

23.1

Those matters raised by Members, and correctly presented by notice of

motion submitted (28) twenty eight days prior to the date set for the Annual

General Meeting.

23.2

The notice of the Annual General Meeting must state that the business to be

transacted at the meeting includes that business outlined in Article 23.1.

The business of the General Meetings referred to in clause 22.1(b) is:

(a)

For the Board to report to, and seek the advice, opinions and

recommendations of the Council on:

(i)

the general business of the Association;

(ii)

the short and long term strategic direction of the Association;

(iii)

the implementation, and review, of the policies of the Association;

(b)

Such other business that is within the Council's role to consider as the policy

making body for the Association.

23.4

In managing the business of the Association, the Board of Management must

consider, but is not bound by, the advice, opinions and recommendations of

the Delegates given on those matters referred to in Article 23.3(a).

EXTRAORDINARY MEETINGS

24.1

All General Meetings of the Association, other than:

(a)

the Annual General Meeting; and

(b)

the General Meetings convened in accordance with clause 22.1(b),

are extraordinary meetings.

CONVENING OF MEETINGS

25.1

A General Meeting may be called by resolution of the Board or by written

request of ten Members, signed by the President & Secretary of the

Member Clubs and deposited at the registered office of the Association.

25.2

The resolution or requisition must state the objects of the meeting and those

objects must be stated in the notice convening the meeting.

25.3

An extraordinary meeting must be held at such time or place:

(a)

in the case of a meeting convened by resolution of the Board, as the Board

determines; and

(b)

in the case of a meeting requisitioned by Members as the President, or in his

absence the Secretary, determines.

25.4

The Board must convene the meeting requisitioned by Members as soon as

practicable and in any case, not later than two months after receipt of the

requisition.

PROCEEDINGS AT GENERAL MEETINGS

QUORUM

26.1

No business shall be transacted at any General Meeting unless a quorum is

present at the time when the meeting proceeds to business.

26.2

A quorum for any General Meeting shall be constituted when the Delegates

present, represent at least 50% of the Member Clubs entitled to vote.

26.3

If a quorum is not present within half an hour from the time appointed for the

meeting:

(a)

where the meeting was convened on the requisition of Members - the

meeting shall be dissolved; or

(b)

in any other case:

(i)

the meeting shall be postponed to such day, and at such time and place,

as the Directors determine or, if no determination is made by the

Directors, to the same day in the next week at the same time and place;

and

(ii)

if at the postponed meeting a quorum is not present within half an hour

from the time appointed for the meeting - the Members present shall

resolve the issues on the agenda.

CHAIRMAN OF MEETINGS

27.1

The President shall preside as Chairman at every General Meeting.

27.2

Where a General Meeting is held:

(a)

in the absence of the President, a Vice President shall preside; or

(b)

if the President or a Vice President is not present within 10 minutes after

the time appointed for the holding of the meeting or is unwilling to act,

the Members present shall elect one of their number to be Chairman of the

meeting.

ADJOURNMENT

28.1

The Chairman may, with consent of any meeting at which a quorum is present, and shall, if

so directed by the meeting, adjourn the meeting from time to time and from place to place,

but no business shall be transacted at any adjourned meeting other than the business left

unfinished at the meeting from which the adjournment took place.

28.2

When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be

given as in the case of an original meeting.

28.3

Except as provided by Article 28.1, it is not necessary to give any notice of an adjournment

or of the business to be transacted at an adjourned meeting.

VOTING AT GENERAL MEETINGS

29.1

The persons entitled to vote at any Annual General Meeting or Special General

Meeting of the Association shall be the Board of Management and the Delegates

to the Association

29.2

In all cases where recommendations made by the Board of Management are

being discussed, either at Association or General Meetings, the members of the

Board of Management shall be entitled to speak and vote.

29.3

Every question, other than the election of Office Bearers, Directors and Life Members

submitted to a General Meeting, shall be decided in the first instance by a show of hands

and in the case of an equality of votes, it must be decided in the negative.

29.4

At any General Meeting, unless a poll is (before or on the declaration of the result of the

show of hands) demanded:

(a)

by the Chairman; or

(b)

by at least five Members present ;

a declaration by the Chairman that a resolution has on a show of hands been

carried or carried unanimously, or by a particular majority, or lost, and an entry to

that effect in the book containing the minutes of the proceedings of the meeting, is

conclusive evidence of the fact without proof of the number or proportion of the

votes recorded in favour of or against the resolution.

29.5

The demand for a poll may be withdrawn.

RESTRICTION ON VOTING RIGHTS

30.1

Delegates representing Members whose Affiliation Fees or levies or any other

moneys payable under the terms of these Articles to the Association are unpaid by

the due date will have no voting rights.

PROCEDURE FOR POLLS

31.1

If a poll is properly demanded, it must be taken in such manner and, subject to Article 31.2,

either at once or after an interval or adjournment or otherwise as the Chairman directs, and

the result of the poll shall be the resolution of the meeting at which the poll was demanded.

31.2

A poll demanded on the election of a Chairman or on a question of adjournment must be

taken at once.

VOTES OF MEMBERS

32.1

At meetings of Members, each Member entitled to vote ,may vote by its

Delegates in accordance with Article 29.

32.2

By Postal Vote, on a show of hands, and on a poll each Delegate has one vote.

DIRECTOR'S RIGHT TO ATTEND AND SPEAK

33.1

The Directors have the right to attend and speak at all General Meetings of the Association.

THE BOARD OF MANAGEMENT.

COMPOSITION OF THE BOARD

34.1

The Directors shall comprise the Board of Management.

34.2

The number of Directors shall be Nine (9) and shall be comprised of:

(a)

The Executive Committee of the Association; as referred to in Article

56,57,58,59,62, and

(b)

The Winter Carnival Director as elected in accordance with article 35 and :

(c)

The Games Director as elected in accordance with Article 35 and

(d)

The balance of Directors to be elected in accordance with this Article and

Article 35

34.3

The Association may, by resolution, increase or reduce the number of Directors.

ELECTION OF THE BOARD

35.1

The Executive Officers and the Directors shall be elected annually by

postal ballot.

35.2

The procedure for nominations for, and the election of, each member of the Board of

Management, shall be in accordance with the procedure in the Elections By-Law.

However, despite any provision of the Elections By-Law, the voting system to be utilised

for the election of the Board is what commonly is referred to as `first past the post,' that is,

a voting system under which the voter must allocate his vote to his preferred candidate,

listed on the ballot paper.

EXPENSES

36.1

Board Members may be reimbursed those travelling and other expenses properly incurred

and approved by the Board of Management.

VACATION OF OFFICE

37.1

In addition to the circumstances in which the office of a Director becomes vacant by virtue

of the Law, the office of a Director becomes vacant if the Director:

(a)

becomes of unsound mind or a person whose person or estate is liable to

be dealt with in any way under the Law relating to mental health;

(b)

resigns his office by notice in writing to the Association;

(c )

is absent without the consent of the Directors from three consecutive

scheduled meetings of the Board of Management;

(d)

is removed from office by resolution of the Association;

(e)

ceases to be a financial member of a Member Club; or

(f)

if he is unavailable, or neglects, or refuses, to perform any reasonable

function required of his office or by the Board.

REMOVAL FROM OFFICE

38.1

The Association may remove a Director from the Board before the expiration of his period

of office in accordance with the provisions of the Corporations Law.

CASUAL VACANCIES

39.1

The Board shall have the power to appoint a financial member of a Member Club to the

Board for the purpose of filling a casual vacancy.

39.2

A person appointed to fill a casual vacancy shall hold office until the next Annual General

Meeting, except for a person appointed to fill a casual vacancy in the office of the Director

of Finance who shall hold office for so long as the vacancy remains unfilled or in any other

case, for so long as the Board determines.

39.3

A person appointed to fill a casual vacancy is eligible for election or re-appointment.

POWERS AND DUTIES OF DIRECTORS

POWERS OF DIRECTORS

40.1

Subject to the Law, and to any other provisions of these Articles, the business of the

Association shall be managed by the Directors, who may exercise all such powers of the

Association as are not, by the Law or by these Articles, required to be exercised by the

Association in General Meeting.

Without limiting the generality of sub-article 40.1, the Directors may:

(a)

exercise all the powers of the Association to borrow money, to charge any

property or business of the Association and to issue debentures or give any

other security for a debt, liability or obligation of the Association, or of any

other person.

(b)

by resolution make By-Laws not inconsistent with the Memorandum and

Articles as it sees fit for properly carrying out the objects and powers of the

Association and the Board may, from time to time, by resolution revoke or

alter any By-Law provided that the revocation, alteration or adoption of a By-

Law does not invalidate any prior act of the Board which would have been

valid prior to the amendment, rescission or adoption;

(c )

ratify, reject or to refer back to the Selection Committee, teams and side

captain selections recommend changes and to appoint a side manager if

desirable;

(d )

appoint a financial member of a Member Club as the coordinator of a

Committee, established by the Board, who shall be Chairman of the

Committee;

(e )

appoint one of their own number to act as a liaison officer between each

Committee and the Board, but no Director shall act as liaison officer for more

than two Committees;

(f)

Confer awards,

POWER TO USE SEAL

41.1

The Directors may exercise all the powers of the Association in relation to any official Seal.

APPOINTMENT OF ATTORNEYS

42.1

The Directors may, by power of attorney, appoint any person or persons to be the

attorney or attorneys of the Association for such purposes, with such powers, authorities

and discretions (being powers, authorities and discretions vested in or exercisable by the

Directors), for such period and subject to such conditions as they think fit.

42.2

Any such power of attorney may contain provisions for the protection and convenience of

persons dealing with the attorney as the Directors think fit and may also authorise the

attorney to delegate all or any of the powers, authorities and discretions vested in him.

NEGOTIABLE INSTRUMENTS

43.1

All cheques, promissory notes, bankers drafts, bills of exchange, and other negotiable

instruments shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case

may be, by such persons and in such manner as the Directors may decide, and unless

otherwise decided, by any two Directors.

BY-LAWS

44.1

Without limiting the generality of Article 40.1 (b), By-Laws may be made for the

purposes of:

(a)

appointment and duties of returning officer;

(b)

election and ballot procedures;

(c)

duties and qualifications of Committees;

(d)

the rights and duties of a member of two or more Clubs;

(e)

association competitions;

(f)

attire/uniform;

(g)

administration fee;

(h)

reports of Clubs;

(i)

Mandatory rules for Clubs;

(j)

conferring awards;

The By-Laws for the time being in force shall be binding on Members and

Affiliated Clubs as if they formed part of these Articles and shall have full effect

accordingly.

PROCEEDINGS OF THE BOARD

45.1

CONVENING MEETINGS

The Board of Management shall meet as often as they determine for the dispatch

of business and adjourn and otherwise regulate their meetings.

45.2

The Secretary must on the requisition of five Directors, convene a meeting of the

of the Board of Management.

MINUTES OF MEETINGS

46.1

The Secretary shall record all appointments of officers and employees and

cause minutes to be made of:

(a)

names of Directors present at all meetings of the Association and the

Board; and

(b)

all proceedings of all meetings of the Association and the Board,

and those minutes shall be signed by the Chairman of the meeting at

which the proceedings were held or by the Chairman of the next

succeeding meeting.

MEETINGS OF THE BOARD OF MANAGEMENT

47.1

Where, through a link established by means of any system of telephone, audio, audio-

visual or electronic, communication approved by the Directors and made known to each

Director for the purpose of any meeting of the Directors, one or more of the Directors

absent from the place appointed for the meeting can hear and be heard by not only one

another (if more than one) but also the Director or Directors in attendance at that place

for the purpose of being present at the meeting, such of those absent Directors and the

Director or Directors so in attendance as are able to hear and be heard by one another

shall, for the purpose of every provision of these Articles concerning meetings of the

Directors, be taken to be assembled together at a meeting held at that place and all

proceedings of those Directors conducted with the aid of the link shall be as valid and

effectual as if conducted at a meeting at which all of them were present.

QUORUM AT MEETINGS

48.1

At a meeting of Directors, the number of Directors whose presence is necessary to

constitute a quorum is (5) Five.

48.2

The fact that a Director is in any way, directly or indirectly, interested in any matter arising

for decision at a meeting of Directors does not prevent that Director being counted in a

quorum.

CHAIRMAN OF MEETINGS

49.1

The President shall preside as Chairman at every Board meeting.

49.2

Where a Board meeting is held:

(a)

in the absence of the President, a Vice President shall preside; or

(b)

if the President or a Vice President is not present within ten minutes after

the time appointed for the holding of the meeting or is unwilling to act, the

Directors present shall elect one of their number to be Chairman of the

meeting.

VOTING AT BOARD MEETINGS

50.1

Subject to these Articles, questions arising at a meeting of Directors shall be decided by a

majority of votes of Directors present and voting and any such decision shall for all

purposes be taken to be a decision of the Directors.

50.2

In the case of an equality of votes the question shall be decided in the negative.

DISCLOSURE OF INTERESTS

51.1

A Director is not disqualified from his office by contracting with the Association in any

capacity whatsoever.

51.2

A contract or arrangement made by the Association with a Director or in which a Director

is in any way, directly or indirectly, interested shall not be voided merely because the

Director is a party to or interested in it.

51.3

A Director is not liable to account to the Association for any profit derived in respect of a

matter in which he has a material interest, merely because of his office or the fiduciary

relationship it entails, if the Director has:

(a)

declared his interest in the matter as soon as practicable after the relevant facts have

come to the Director's knowledge; and

(b)

not contravened these Articles or the Law in relation to the matter.

51.4

A general notice that the Director is an officer or member of a specified body corporate or

firm stating the nature and extent of his interest in the body corporate or firm shall, in

relation to a matter involving the Association and that body corporate or firm, be a

sufficient declaration of the Director's interest, provided the extent of that interest is no

greater at the time of first consideration of the relevant matter by the Directors than was

stated in the notice.

VACANCIES

52.1

In the event of a vacancy or vacancies in the office of a Director or offices of Directors,

the remaining Directors may act but, if the number of remaining Directors is not sufficient

to constitute a quorum at a meeting of Directors, they may act only for the purpose of

increasing the number of Directors to a number sufficient to constitute such a quorum.

DELEGATIONS TO COMMITTEES

53.1

The Directors may delegate any of their powers to a Committee or Committees consisting

of such of their number as they think fit and may authorise the Committee/s to sub-delegate

all or any of the powers so delegated and may revoke that delegation.

53.2

A Committee to which any powers have been so delegated shall exercise the powers

delegated in accordance with any directions of the Directors and a power so exercised shall

be taken to have been exercised by the Directors.

WRITTEN RESOLUTIONS

54.1

If a document containing a statement that the signatories to it are in favour of a resolution

in the terms set out or otherwise identified in the document has been signed by all the

Directors (excluding each Director, if any, who would not be entitled to vote on that

resolution at a meeting of the Directors), a resolution in those terms shall be taken to have

been passed at a meeting of the Directors held on the day on which and at the time at

which, the document was last signed by a Director.

54.2

For the purposes of Article 54.1:

(a)

Two or more separate documents containing statements in identical terms,

each of which is signed by one or more Directors, shall together be taken to

constitute one document containing a statement in those terms signed by

those Directors on the respective days on which they signed the separate

documents; and

(b)

A telex, telegram or facsimile message, which is received by the Association and is

expressed to have been sent by a Director, shall be taken to be a document signed

by that Director at the time of receipt of the telex, telegram or facsimile message

by the Association.

DEFECTS IN APPOINTMENTS

55.1

Notwithstanding that it is afterwards discovered that there was some defect in the

appointment of a person to be a Director, or a member of a Committee, or to act as a

Director, or that a person so appointed was disqualified, all acts done by any meeting

of the Directors or of a Committee or by any person acting as a Director are as valid as

if the person had been duly appointed and was qualified to be a Director or to be a

member of the Committee.

EXECUTIVE OFFICERS DUTIES