CONSTITUTION of GOLD COAST – TWEED DISTRICT BOWLS ASSOCIATION LTD.

Part 1

1. NAME OF ASSOCIATION

The name of the Company is Gold Coast – 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:

• 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;
• 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
• Control, manage and conduct Bowls competitions.
• Strive for and maintain government, commercial and public recognition of the Gold Coast – Tweed District Bowls Association as the authority for Bowls within the Allocated Boundaries of the Gold Coast –Tweed District;
• Use and protect the Intellectual Property of the Association;
• 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;
• 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;
• 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;
• 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;
• Undertake and execute any trusts either gratuitously or otherwise, which may seem to the Association conducive to any of these objects;
• 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;
• 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;
• Pursue through itself or others, such commercial arrangements including sponsorship and marketing opportunities, as are appropriate to further the objects of the Association;
• 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
• To elect a delegate to Bowls Queensland or its successor;
• Select and control teams or sides to represent the Association;
• 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;
• 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;
• Represent the interests of its Members, bowlers and bowls generally in any appropriate forum;
• 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.
• 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;
• Apply for and hold gaming and liquor licences in accordance with the law from time to time;
• 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;
• 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:

• 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
• 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:

• 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;
• 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;
• Reimbursement of expenses to any Member, Member’s Delegate, member of a Committee or Director of the Association incurred on behalf of the Association;
• The payment of interest, not exceeding the commercial rate, on money borrowed from any person or member;
• The payment of rent for premises demised or let by any person or Member to the Association;
• 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;
• 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 LICENSE

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:

• The debts and liabilities of the Association incurred before the time at which he or it ceases to be a Member;
• The costs, charges and expenses of winding up;  and
• 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:

• 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
• 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:

• Money received and expended by the Association and the manner in respect of which that receipt and expenditure takes place;  and
• 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.

PART 2

1. 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.

2. 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

3. 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.

4. 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.

5. 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.

6. 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 constitution Article 6.1. certified to be true and correct, for examination by the Board to ascertain compliance with

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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

13. 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.

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.

15. 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. 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

17. 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.

18. COMPLIANCE

18.1 The Clubs must comply with the directions of the Board of Management of the Association.

19. 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.

20. 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.

21. 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

22. 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.

23. 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).

24. 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.

25. 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

26. 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.

27. 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.

28. 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.

29. 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.

30. 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.

31. 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.

32. 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.

33. 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

34. COMPOSITION OF THE BOARD

34.1 The Directors shall comprise the Board of Management.

34.2 The number of Directors shall be seven (7) 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 (Standing Committees Co-ordination) and Article 35.

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

35. 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.

36. EXPENSES

36.1 Board Members may be reimbursed those travelling and other expenses properly incurred and approved by the Board of Management.

37. 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.

38. 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.

39. 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

40. 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) Confer awards,

41. POWER TO USE SEAL

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

42. 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.

43. 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.

44. 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.

45. 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.

46. 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.

47. 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.

48. QUORUM AT MEETINGS

48.1 At a meeting of Directors, the number of Directors whose presence is necessary to constitute a quorum is (4) Four.

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.

49. 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, the Vice President shall preside; or
(b) if the President or the 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.

50. 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.

51. 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.

52. 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.

53. 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.

54. 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.

55. 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.

56. EXECUTIVE OFFICERS DUTIES

56.1 The Executive Officers of the Board of the Association are the:
(a) President;
(b) Vice President
(c) Director of Finance.
(d) Honorary Secretary / Director

57. PRESIDENT

57.1 The President:
(a) shall be the chief officer of the Association;
(b) will act as Chairman of any General Meeting, Board and Executive Committee Meeting at which he is present;
(c) shall represent the Association in an official capacity at functions and Association Events.
(d) is responsible for the overall administration of the Association, subject to the valid directions of the Board or Executive Committee.

57.2 All offices for election shall be declared vacant at the A.G.M. and previous incumbents may renominate for their position in accordance with By-Laws covering election and ballot procedure.

58. VICE PRESIDENTS

58.1 The Vice President shall perform such duties, as the President shall delegate from time to time.

59. DIRECTOR OF FINANCE

59.1 It is the responsibility of the Director of Finance:
(a) upon request of the Association or of his own initiative, to supervise the management of the overall financial policy of the Association;
(b) to supervise the preparation and submission to the Board for its approval the financial budgets of the Association to be presented to Council at the Council Meeting which precedes the commencement of the Financial Year
(c) in conjunction with the Secretary and the Association’s auditor, to ensure that appropriate accounting procedures are maintained;
(d) to ensure that records are kept showing the manner in which the Association’s funds and assets are from time to time held;
(e) to supervise the preparation and submission of financial reports to the Board as and when required;
(f) to ensure that the accounting records of the Association are made available to the Association’s auditors upon request
(g) to ensure that the income and expenditure statements, together with the balance sheet for each financial year are audited for presentation to the next Annual General Meeting; and
(h) to ensure that the property of the Association is adequately insured and arrange such other insurance as may be directed by the Board.
(i) to be Chairman of the Finance Committee.

60. PATRON

60.1 The Association may appoint Patrons to hold office for as long as the Association may determine.

60.2 The Patron shall be entitled to attend all General Meetings but shall not be entitled to vote, unless he is a Delegate or Proxy Delegate of an affiliated Club

SECRETARY AND OTHER OFFICERS

61. SECRETARY

The Directors shall appoint a Secretary or provide for the election of an Honorary Secretary if required.

61.2 The Secretary may be a person who simultaneously holds another position in the Association (for example, a general manager).

61.3 A Secretary of the company holds office on such terms and conditions, as to remuneration and otherwise, as the Directors decide.

The Directors may terminate the appointment of a Secretary.

62. OTHER OFFICERS

62.1 The Directors may from time to time create any other position or positions in the Association with such powers and responsibilities as the Directors may from time to time confer and the Directors may appoint any person, whether or not a Director, to any such position or positions.

62.2 The Directors may terminate the appointment of a person holding such a position and may abolish the position.

63. THE COUNCIL

63.1 The Council of the Association is constituted by the Members of the Association, represented by their duly elected Delegates, in General Meeting.

64. POWERS AND FUNCTIONS OF THE COUNCIL

64.1 Without limiting the powers of the Council as the Members in General Meeting, the Council is the policy making body for the Association, whose role is to:
(a) determine the major strategic directions and policies of the Association;
(b) review the Association’s performance in achieving its pre-determined aims, objectives and policies;
(c) be the final arbiter on any matter referred to it by the Board.

64.2 Delegates from the same Club shall not be permitted to propose and second the same motion or amendment at any General Meeting, Special General Meeting or Meeting of the Council.

65. COMMITTEES

66. EXECUTIVE COMMITTEE

66.1 The President, Vice President, Director of Finance, and Honorary Secretary shall constitute an Executive Committee, to be responsible for administrative decisions and those functions delegated to it by the Board.

66.2 The Executive Committee shall discharge its duties and exercise its powers, in accordance with these Articles and any directions of the Board.

66.3 The Executive Committee Members shall meet as often as is required to properly discharge their duties.

66.4 Proceedings of the Executive Committee shall, so far as applicable, be consistent with the proceedings of Directors.

67. SELECTION COMMITTEE

No Club shall have more than one of its members elected to, or appointed to, or serve on the Selection Committee of the Association, unless that member Club has one of its members separately elected or appointed to the position of Chairman of Selectors. In such case, that member Club may have one other member elected or appointed to the Selection Committee.

67.1 Selectors shall be ineligible to play in sides which have been selected by the Committee to represent the Association, except in an emergency.

68. STANDING COMMITTEES

68.1 Standing Committees of the Association shall be :- Coaching, Games, Marketing and Sponsorship, Membership, Constitution & By-Laws, Selection, Umpires, Winter Carnival and Junior Development.

68.2 All standing committees shall have an elected Chairman/Director, elected in accordance with the Association by-laws, or in the event of a vacancy, a Chairman appointed by the Board of Management.

68.3 The Board may, as required, establish any other Committees from time to time.

68.4 Any standing Committee or other Committee established under Article 68.1 should perform the duties and functions and exercise the powers in accordance with these Articles and any directions of the Board of Management.

69. MEMBERSHIP OF COMMITTEES

69.1 Each Committee, other than the Winter Carnival Committee, shall be comprised of not more than five elected or appointed members, with the Board of Management empowered to appoint extra members of the Winter Carnival Committee.

69.2 The President shall be an ex officio member of all Committees and with the exception of the Selection Committee, shall have voting rights on all committees.

69.3 If a casual vacancy occurs on a Committee the Board shall approve the appointment, of a suitable person, to fill the vacancy.

70. DUTIES AND QUALIFICATIONS

70.1 The duties, qualifications and election of Standing Committees and other Committee members shall be set out in the By- Laws.

71. ELECTION AND DISMISSAL OF COMMITTEE MEMBERS

71.1 The Bowls Queensland Delegate , Selectors and all Members of Standing Committees other than the elected Chairmen, shall be appointed by the Board of Management in the month of December in accordance with procedures set out in the By- laws

71.2 The Board may dismiss a Committee member:
(a) if the Committee member has failed to properly discharge his duties in accordance with the Memorandum, Articles of Association or By-Laws;
(b) if the Committee member is guilty of misconduct or action detrimental to the Association or the game of bowls; or
(c) on the written recommendation of the Committee Chairman if, in the opinion of the Board, the recommendation was made for sufficient reason.

A Committee member under consideration by the Board for dismissal has the right to be personally present, or present a submission in writing, to the Board, prior to the Board making a decision.

72. PROCEEDINGS OF COMMITTEES

72.1 Except as otherwise provided by these Articles a Committee shall have control over its own proceedings where a Committee meeting is held and:

(i) a Chairman has not been elected by the Committee or appointed by the Board; or
(ii) the Chairman is not present within 10 minutes after the time appointed for the holding of the meeting or is unwilling to act,
(iii) the Committee members present, may elect one of their numbers to be Chairman of the meeting.

72.2 Committees shall meet, at such other times as directed by the Board, or as they, the committee, consider necessary. All committees shall keep minutes and records of any such meetings and make them available to the secretary, on request.

73. QUORUM

73.1 No business shall be transacted at any Committee meeting, unless a quorum is present, at the time when the meeting proceeds to business.

73.2 A quorum for any Committee meeting shall be constituted when the Committee members present, represent a simple majority of the Committee membership.

73.3 If a quorum is not present within 30 minutes of the time appointed for the meeting, then the meeting may be rescheduled.

74. VOTING AT COMMITTEE MEETINGS

74.1 Questions arising at a meeting of a Committee shall be determined by a majority of votes of the members present and voting.

74.2 In the case of an equality of votes, the Chairman, in addition to his deliberative vote, has a casting vote.

75. EXPENSES

75.1 Committee members may be reimbursed for those travelling and other expenses, properly incurred by them, in attending approved duties, as determined by the Board.

DISCIPLINE

76. JURISDICTION OF THE ASSOCIATION

76.1 The Association has jurisdiction:
(a) to discipline any Affiliated Club and its members and their Delegates; and
(b) over the interpretation of the Memorandum and Articles of Association, By- Laws, Rules or Standing Orders of the Association and Affiliated Clubs and as shall be acknowledged and submitted to by all Affiliated Clubs, their members and their Delegates.

76.2 Upon any complaint being made to the Board of:
(a) any breach of the provisions of the Memorandum and Articles of Association or the By-Laws as prescribed from time to time; or
(b) Conduct prejudicial to the interests, image, welfare or reputation of the Association or the game of bowls on the part of any Affiliated Club or its members, or its officers,

The Board shall have the power to, but shall not be obligated to, hear and determine all matters arising from such complaint and may in its absolute discretion dismiss the complaint, admonish, suspend, disqualify, expel or otherwise deal with the party against whom the complaint is made.

77. SUSPENSION FROM OR TERMINATION OF MEMBERSHIP

77.1 The Board shall have the power to reprimand, suspend or expel any affiliated member of a Member Club or a Member who fails to observe any of the Articles or By-Laws of the Association , or of Bowls Queensland, or who is guilty of an act, practice, or conduct which brings discredit on the game of bowls or to the Association, or Bowls Queensland, and its members, or who at any Association function or event engages in illegal gambling or betting, or uses obscene abusive language or engages in disruptive behaviour.

(a) Complaint to be in Writing An Affiliated Member or a Member Club shall not be dealt with by the Board under this provision, except upon a charge or complaint made in writing to the Secretary. Such charge or complaint shall set out the conduct, which is the subject matter of the charge or complaint, and bear the signature of the complainant. Any Member or person charged shall be notified by the Secretary of the nature of the charge or complaint, and the Member or person so charged shall be given the right of answering the charge by appearing before the Board, and of calling evidence and of questioning witnesses. In the event of a Junior member being called before the Board on a charge or complaint, such member shall be entitled to be accompanied by Parent/Guardian.

(b) Right of Appeal Any person or Club so reprimanded, suspended or expelled shall have the right of appeal within ten (10) days of receipt of written notice of reprimand, suspension, or expulsion to a special General Meeting of the Council. Such written notice shall inform the person or Club of the right of appeal under this rule. The appeal shall be in writing signed by the appellant. Upon receipt by the Secretary of the Notice of Appeal, a Special General Meeting shall be called by the Secretary in accordance with Article 25, and the appellant shall be entitled to all Association privileges until such appeal is determined. An appeal shall be deemed lost unless upheld by a three- quarters majority of those members present and entitled to vote at the meeting. There shall be no further right of appeal.

Forthwith, after the expiration of ten (10) days, if the person or Club suspended or expelled has failed to appeal, or if the appeal has failed at the Special General Meeting, the person or club concerned shall forfeit all rights and privileges of the Association during the period of suspension or expulsion, and the Secretary shall certify in writing to Bowls Queensland the name of the person or club suspended or expelled, and the period of suspension.

Any person or Club, whether an affiliate or member of this association or affiliated with Bowls Queensland is suspended or expelled by this association as a failure to pay monies or affiliation fees to this association, they shall be denied the privileges of membership of this Association

(c) The Board may suspend the membership of any club whose affiliation fees are three (3) months in arrears. Any such Club so suspended from membership who desires readmission shall tender payment of all arrears, not exceeding twelve (12) months fees. and shall apply in accordance with Article 3.

SEAL

78. SAFE CUSTODY

78.1 The Directors shall provide for the safe custody of the Seal.

79. USE OF SEAL

79.1 The Common Seal shall be used only by the authority of the Directors, or of a Committee of the Directors authorised by the Directors to authorise the use of the Common Seal, and every document to which the Common Seal is affixed shall be signed by a Director and be countersigned by another Director, a Secretary or another person appointed by the Directors to countersign that document or a class of documents in which that document is included.

NOTICES

80. NOTICES GENERALLY

80.1 A Notice may be given by the Association to any person entitled to receive the notice either by serving it in person, or if the person is a Member, by sending it by post, facsimile or electronic mail, to him at his address as shown in the register of Members or the address supplied by him to the Association for the giving of notices to him.

80.2 Where a notice is sent by post, facsimile or electronic media service of the notice shall be taken to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected, in the case of a notice of a meeting, on the day after the date of its posting/sending and, in any other case, at the time at which the letter would be delivered in the ordinary course of post.

81. NOTICES OF GENERAL MEETING

81.1 Notice of every General Meeting shall be given in the manner authorised by Article 80 to:
(a) Every Member ;
(b) Life Members;
(c) The Chairmen of sub – committees
(d) Each member of the Board of Directors; and
(e) The auditor for the time being of the Association.

No other person is entitled to receive notices of General Meetings.

81.2 A meeting, other than a meeting for the passing of a Special Resolution, must be convened by notice in writing of at least 28 days or such longer period as is provided in these Articles.

81.3 The notice of meeting must specify the place, the day and the hour of the meeting and in the case of an extraordinary meeting, the general nature of the objects of the meeting and such other information as may be required by the Corporations Law.

81.4 A notice of meeting must be given to those persons who are entitled to receive notices of meetings, but the non-receipt of any such notice or the accidental omission to give such notice to any person entitled will not invalidate the proceedings at any General Meeting.

82. MISCELLANEOUS

82.1 JUNIOR BOWLERS A Junior Bowler under the age of eighteen (18) years may become a Junior member upon such terms and conditions, and upon the payment of such fees as the Board shall determine from time to time. They shall not be entitled to vote nor be nominated for office nor nominate members for office. They shall be entitled to play bowls in any District competition according to the conditions laid down for the playing of the event. A Junior Bowler must conform with the Licensing Act.

83. LAWS OF THE GAME

83.1 The Laws of the game of bowls shall be the Laws of the game as adopted from time to time by Bowls Australia Inc.

84. INSPECTION OF RECORDS

84.1 The Directors shall decide within 60 days of receipt of a request whether and to what extent, and at what time and places and under what conditions, the accounting records and other documents of the Association or any of them will be open to the inspection of Members.

84.2 A Member does not have the right to inspect any document of the Association except as provided by the Law or authorised by the Directors or by the Association in General Meeting.

85. FUNDS MANAGEMENT

The Board shall control the funds of the Association.

85.1 Monies received will be banked promptly and the Director of Finance may authorise the issue of receipts.

85.2 The funds of the Association are to be deposited in the name of the `Gold Coast – Tweed District Bowls Association Ltd. in an account or accounts as the Board may from time to time determine. The account shall be operated only by those persons and in such manner as the Board may determine.

86. AUDITOR

86.1 A properly qualified auditor or auditors shall be appointed in accordance with the Law.

87. APPLICATION OF INCOME AND PROPERTY

87.1 Subject to Article 85.2, the profits (if any) or other income and property of the Association shall be applied solely towards the promotion of the objects of the Association as set forth in the Association’s Memorandum of Association and no portion of it shall be paid or transferred, directly or indirectly, to any Member of the Association whether by way of dividend, bonus or otherwise.

87.2 Nothing in Article 87.1 shall prevent any payment in good faith by the Association of:
(a) reasonable and proper remuneration and honoraria, as determined by the Board, to any Member, officer or employee of the Association for any services actually rendered to the Association.
(b) reasonable and proper reimbursement of expenses or honoraria for services actually rendered to the association as recommended by the Board to any Director or Chairman of Standing Committee.
(c) reasonable and proper rent for premises let or demised by any Member of the Association to the Association;
(d) monies to any Director for expenses properly incurred in connection with the business of the Association; or
(e) monies to any Director, being a solicitor, accountant or other person engaged in any profession, for all usual professional or other charges for work done by that person or that person’s firm or employer in connection with the promotion of the above objects.

88. WINDING UP

88.1 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 Article 87; 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.

89. INDEMNITY

89.1 To the extent permitted by Law and without limiting the powers of the Association, the Association must indemnify each person who is, or has been, a Director, Principal Executive Officer or Secretary of the Association against any liability which results directly or indirectly from facts or circumstances relating to the person serving or having served in that capacity in relation to the Association:

(a) incurred on or after 15 April, 1994 to any person (other than the Association or a related body corporate), whether or not arising from a prior contingent liability, which does not arise out of conduct involving a lack of good faith or: conduct known to the person to be wrongful; and

(b) for costs and expenses incurred by the person in defending proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted, or in connection with any application in relation to such proceedings in which the court grants relief to the person under the Law.

89.2 The Association need not indemnify a person as provided for in Article 89.1 in respect of a liability to the extent that the person is entitled to an indemnity in respect of that liability under a contract of insurance.

89.3 To the extent permitted by Law and without limiting the powers of the Association, the Board of Directors may authorise the Association to, and the Association may enter into any:

(a) documentary indemnity in favour of; or
(b) insurance policy for the benefit of,

a person who is, or has been, a Director, principal executive officer, Secretary, Auditor, employee or other officer of the Association, which indemnity or Insurance policy may be in such terms as the Board of Directors approves and, in particular, may apply to acts or omissions prior to or after the time of entering into the indemnity or policy;

89.4 This Article 89 does not affect the benefit of any indemnity previously given to any person in respect of liabilities incurred prior to 15 April 1994.

89.5 The benefit of each indemnity given in Article 87.1 continues, even after its terms or the terms of this Article 88.5 are modified or deleted, in respect of a liability arising out of acts or omissions occurring prior to the modification or deletion.

90. TRANSITIONAL PROVISION

90.1 Those people elected to the position of Director, Office Bearer, or Secretary of the Association will automatically assume that same position, upon these Articles being adopted, but under the new name of that office (if any) under these Articles. (For example, upon these Articles being adopted, the person holding the office of `Treasurer’ will hold the same position but under the name of `Director of Finance’).

91. ALTERATION TO ARTICLES

91.1 Adoption of alterations and / or additions to these Articles shall be made only by special resolution of the Members after written notice of motion for the special resolution has been given to all Member Clubs at least twenty eight (28) days before the meeting at which the motion shall be submitted and then only with the consent of at least three quarters of delegates present and entitled to vote. The meeting may amend such motion and pass it in amended form.