THE WEST AUSTRALIAN CROQUET ASSOCIATION (INC)

CONSTITUTION    Constitution Amendments

 This Constitution shall supersede all earlier Constitutions of The West Australian Croquet Association (Inc) and all amendments thereto. This Constitution shall come into force on the date of adoption as herein provided by the certificate on the last page.

 1. NAME

 The name of the Association shall be “THE WEST AUSTRALIAN CROQUET ASSOCIATION INCORPORATED (or Inc.)” hereinafter to be referred to as the “Association”

 2. DEFINITIONS

 2.1 In this Constitution unless the contrary intention appears –

“Act” means the Associations Incorporation Act 1987 as amended from time to time.

“By-Law” means a rule of the Association.

 “Clauses” means distinct parts of the Constitution as divided into sections and identified by numbers. “Sub-Clauses” means parts of clauses divided into paragraphs and identified by numbers.

 “Constitution” shall have the same meaning as ‘RULES’ specified and referred to as such within the Act.

 “Council” is the body that has overall control and direction of the Association, it elects the Management Committee at the AGM and may be required to attend General Meetings called for specific purposes.

“Delegate” means any Registered Player of the Association who is not a member of the Management Committee who is notified in writing to the Secretary to be that Member Club’s representative with the power to vote on its behalf at any Council Meeting”

 “Financial Year” shall conform to section 3 (1) of the Act and so specified in clause 17 of this Constitution.

 “Management Committee” is the body elected to manage the affairs of the Association.

 “Member Club” means a club that is a member of the Association in accordance with the provisions of this Constitution.

 “Registered Player” means any player registered with the Association in accordance with the provisions of this Constitution.

 “ Special Resolution “ for the purpose of Section 24 of the Act, a resolution is a special resolution if it is passed by a majority of not less than three-fourths (3/4ths) of the members of the Council who are entitled under this Constitution to vote and vote in person at a Special General Meeting of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with this Constitution.

 2.2 In all other respects the interpretation of clauses of this Constitution shall be determined by the Chairman in Council meeting or in any Committee having regard to the Act itself.

 

 

3. OBJECTS

 3.1 The promotion and control of the games of Association croquet, Golf croquet and related croquet sports in Western Australia.

 3.2 To affiliate with and subscribe to the Australian Croquet Association (Inc) or any other body of a similar nature and if thought fit, to withdraw or retire from such association or body.

 3.3 To admit to membership any croquet club in accordance with this Constitution and By-Laws.

 3.4 To coordinate the activities of Member Clubs without however, restricting or controlling the activities of such clubs.

 4. POWERS OF THE ASSOCIATION (as conferred by section 13 of the Act).

Subject to the Act and the provisions of this Constitution, the Association shall have power to do all such things as are necessary or convenient for carrying out its objects, and, in particular, may: -

4.1 Open and operate bank accounts

4.2 Invest in any security in which monies may be invested or in any other manner authorized by the Trustee Act.

 4.3 Enter into any contract or purchase the Association considers necessary or desirable.

 4.4 Exercise such other powers as are laid down in Section 13 (1) of the Act.

 4.5 Build, construct, erect, maintain, alter and repair any premises building or other structure of any kind and to furnish, equip and improve the same for use by the Association.

 4.6 Accept donations and gifts in accordance with the objects of the Association.

 4.7 Print and publish any information by any media including newsletters, newspapers, articles or leaflets for promotion of the Association.

4.8 Provide gifts and prizes in accordance with the objects of the Association.

 4.9 Organise events for Members and the promotion of the Association.

 5. NON PROFIT

 The property and income of the Association shall be applied solely towards the promotion of the objects of the Association. No part of that property or income may be paid or otherwise distributed directly or indirectly to Member Clubs, provided that nothing herein should prevent the payment in good faith of remuneration to any club or Registered Player of the Association or to any person in return for any service rendered to the Association or expenses incurred on behalf of the Association, in promotion of the objects of the Association.

 

 

 

6. MEMBERSHIP

6.1 Any Western Australian croquet club may apply for membership of the Association Pursuant to requirements set out in the By-Laws. Membership of the Association shall consist of those croquet clubs that have been accepted by the Association and have paid the current annual subscription as provided for in Clause 6.1.2.

6.1.1 Any club seeking membership shall make application to the Management Committee, and the Management Committee shall determine whether the application is successful or not according to By-Laws of the Association.

 6.1.2 A Member Club is a financial member for the purpose of this Constitution if the annual affiliation fees are paid as specified in the By-Laws.

6.1.3 Membership shall not be effective in any case unless and until the affiliation fee has been paid.

6.1.4 If the number of Registered Players of a club falls below six (6) for a period of twelve (12) months the club membership of the Association shall be terminated.

6.2 Register of Member Clubs.

 The Secretary shall, in accordance with Section 27 of the Act, on behalf of the Association, keep and maintain in an up-to-date condition a register of Member Clubs of the Association including the postal addresses, e-mail addresses and telephone contact numbers of the club secretaries. Upon request of any Member Club the secretary shall make the Register available and the Member Club may purchase at cost a copy of or take an extract from the Register but shall have no right to remove the Register.

6.3 Registered Players

 6.3.1 Playing members of a financial Member Club shall be referred to as Registered Players.

 6.3.2 The Management Committee shall appoint a member of the Management Committee to maintain an up to date register of Registered Players of the Association this Register to include as a minimum a postal address and telephone or e-mail contact for each registered player

 7.  MANAGEMENT AND CONTROL OF THE ASSOCIATION

 7.1 The strategic direction and  Tthe conduct of business of the Association shall be vested in the Management Committee which shall be guided by input from Member Clubs and Standing Committees.

7.2     Member Clubs or Standing Committees may, at any time during a season, present to the Management Committee, at least seven (7) days prior to the next management meeting, written notice of issues deemed necessary for consideration and possible action by the Management Committee.

7.3    Overall control and direction of the Association shall be vested in the Council

 

 

8. COUNCIL

Council will consist of a delegate for each Member Club, the representative from each Standing Committee and all members of the Management Committee.

 8.1.1 A Delegate must be a Registered Player but not necessarily a Registered player of the Member Club.

 8.1.2 A Deputy Delegate may be similarly appointed by a club to deputise in the absence of the Delegate.

 8.1.3 A Delegate cannot at the same time be a member of the Management Committee

 8.2 Council will meet at least once per year at the AGM and as required for other general meetings.

 8.3 Registered players shall have the right to attend the Council Meetings and raise questions on reports and matters of general business but without voting rights.

9. COUNCIL MEETINGS

 (General Meetings, Special General Meetings and Annual General Meeting)

 These meetings shall be convened by the Secretary. and chaired as prescribed in By-Law 4

9.1 General Meetings

These meetings shall be generated by:

9.1.1 a resolution passed by a simple majority of the Management Committee.

9.1.2 direction of the President

9.1.3 written request from at least five (5) Member Clubs of the Association.

9.1.4 decision of the AGM

9.1.5 written request of the Chairs of three Standing Committees

Any request for a meeting shall be submitted, in writing, to the Secretary no later than seven (7) days prior to any Management Committee Meeting.

The letter shall include the reason(s) for requesting the meeting and, when necessary, include any Motions on Notice with Rationales.

 Upon receipt of the request, the Secretary shall prepare an Agenda, which will be presented to the next Management Committee Meeting for approval.

 No later than seven (7) days after this Management Committee Meeting, the Secretary shall notify all Members of Council of the Agenda, date, time and venue of the proposed Council Meeting, which shall be held no later than forty-two (42) days from the date of the approval of the Agenda.

 

 

9.2 Annual General Meeting

The Management Committee shall fix a date for the Annual General Meeting, giving at least sixty (60) days notice, within three (3) months of the end of the financial year.

Notices of Motion with reasons shall be submitted to the secretary at least forty two (42) days prior to the meeting by members of the Council, Member Clubs and Standing Committees and distributed to the Member Clubs no later than 15 days prior to the AGM

 The order of business shall be: -

 9.2.1 Attendance and apologies.

 9.2.2 Confirmation of the minutes of the previous AGM.

 9.2.3 Matters arising there from.

 9.2.4 The President’s Report to include the report of the Management Committee.

 9.2.5 The Treasurer’s Report with an audited statement of accounts.

 9.2.6 The appointment of an independent Auditor.

 9.2.7 Written reports from each of the Standing Committees

 9.2.8 Questions to any of the Standing Committees

 9.2.9 Ratification of By-Laws and Regulations changes since the previous AGM

 9.2.10 The result of and/or the election of the two (2)members of the Executive.

 9.2.11 The result of and/or the election of the two (2) ordinary Management Committee members.

 9.2.12 The results of and/or the elections of the Standing Committees

9.2.13  Setting of Member Club membership affiliation subscriptions.

9.2.14  Any other business permitted by the Chairman.

9.3 Special General Meetings

These meetings shall be generated by

9.3.1 a resolution passed by a simple majority of the Management Committee

9.3.2 direction of the President

9.3.3 written request from at least five (5) Member Clubs of the Association

 

 

 

10 QUORUMS AND PROCEEDINGS AT THE AGM AND OTHER GENERAL MEETINGS

The quorum for all General Meetings shall be half plus one of the membership of those entitled to be present and vote.

If, at the end of thirty (30) minutes after the time appointed in the notice for the opening of the Meeting, there be no quorum the meeting shall stand and adjourn for one week. If at such meeting, the next week, there is no quorum those members present shall be competent to discharge the business of the meeting.

At all General Meetings, Council Members shall have one vote only on any motion or amendment.

In the event of a tie, the motion or the amendment is lost.

11 ELECTION OF THE MANAGEMENT COMMITTEE AND STANDING COMMITTEES BY MEMBER CLUBS

 Procedures and Voting

 11.1 Nominations shall be in writing signed by the proposer, seconder and the nominee all of whom must be Registered Players, and shall be lodged with the Association Secretary at least thirty-five (35) days before the Annual General Meeting.

 11.2 A Returning Officer and two (2) scrutineers, not being candidates or members of the Management Committee, shall be appointed at a previous Management Committee Meeting to conduct any ballots at the AGM.

 11.3 Within one (1) week of the closing date for nominations, the Secretary and at least one other Member of the Management Committee will review the nominations and

11.3.1 advise member clubs which positions have been filled because of no contest and which positions will be put to ballot at the AGM because nominations exceed the number of positions.  Ballot papers are to be issued at this time showing the list of candidates for each position and the relevant profiles of each candidate.

11.3.2 advise member clubs any positions remaining vacant which may be filled by nomination and voting at the AGM.

11.3.3 advise member clubs the name and address of the Returning Officer so that clubs may forward ballot papers prior to the AGM if they wish.

11.4 Ballots shall be conducted on a first-past-the-post basis.

11.5 Only Member Clubs may vote to fill vacant positions at the AGM.

11.6 No candidate may be elected to more than one position on the Management Committee.

11.7 The Chairman shall declare the results of any ballots held at the AGM.

11.8 Any positions still remaining vacant after the AGM may be filled by appointment by the Management Committee.

 

 

 12. MANAGEMENT COMMITTEE.

 Management of the Association shall be vested in the Management Committee elected by the Council at the AGM and consisting of :-

 PRESIDENT

 VICE PRESIDENT

 SECRETARY

 TREASURER

Plus four (4) ordinary members

12.1 TERMS OF OFFICE FOR MEMBERS OF MANAGEMENT COMMITTEE

 Each term of membership of a committee member is for two (2) years, with a maximum of three consecutive terms in any one position.

 Elected in even years (AGM September 2004 and then in subsequent even years)

 President

Treasurer

Two (2) ordinary members

Elected in September 2004(AGM) for a term of one year and then commence the two year cycles of election for membership of the committee in 2005.

Vice President

Secretary

Two (2) ordinary members

 

 

 

 

 

 

 

 

 

 

13. POWERS OF THE MANAGEMENT COMMITTEE

The conduct of the affairs of the Association is the responsibility of the Management Committee  which shall:

 13.1 administer the finances, appoint bankers, and direct the opening of banking accounts for specific purposes and to transfer funds from one account to another, and to close any such account.

 13.2 fix the manner in which such banking accounts shall be operated upon:

 13.3 empower the Treasurer to manage the financial accounts of the Association.

 13.4 approve all expenditures at Management Meetings subject to the proviso that any item exceeding $10,000 or an annual payment exceeding $5,000 needs prior Council approval.

 13.5 decide on such tournament charges as is deemed necessary and advisable, and to enforce payment thereof.

 13.6 adjudicate on all matters brought before it which in any way may affect the Association.

 13.7 cause minutes to be made which are an accurate record of all proceedings of the meetings of the Management Committee and Council.

 13.8 make, amend and rescind Regulations and By-Laws. By-Law and Regulation changes will have temporary effect but will not become permanent until AGM ratification in accordance with Clause 22.4.

 13.9 at their discretion appoint a person or persons to carry out certain duties required by the Association, at salaries or remunerations for the period of time, as deemed necessary.

 13.10 shall appoint a successor until the next AGM, should a vacancy occur on the Management Committee or a Standing Committee during the season. The position of any member of the Management Committee or of a Standing Committee shall become vacant if he/she resigns, fails to attend three (3) consecutive meetings without satisfying the Committee that he/she had good reason for failure to attend, or ceases to be a Registered Player.

14 STANDING COMMITTEES

14.1 Standing Committees will be as named in the By-Laws and membership is open to Registered Players only.

 14.2 Standing Committees- number of members will be as specified in the By-Laws

 14.3 A quorum for a Standing Committee meeting shall be a simple majority of members.

 14.4 Standing Committees may have a representative attend any Management Committee or Council meeting for a specific purpose, at the direction of the Standing Committee, or at the direction of the Management Committee, or at the direction of Council, or at the direction of the President. The Standing Committee representative will not have voting powers at any such meeting except at Council if the representative is also the nominated Council Standing Committee representative.

 

 

 

15 PROCEEDINGS OF THE MANAGEMENT COMMITTEE

15.1 The Management Committee shall meet monthly.

15.2 The President shall chair all meetings. In the absence of the President, the Vice- President shall act as Chairman. In the absence of the President and Vice President, the members present at the meeting shall appoint a Chairman.

15.3  Motions put at any meeting shall be decided by a simple majority of votes with each Member exercising one vote. In the event of an equality of votes, the motion is lost.

15.4 A special Management Committee meeting must be called by the Secretary upon the written request of five (5) Management Committee members. Such special Management Committee meeting shall be held no later than ten (10) days following receipt of such request. The President also has the power to call a special Management Committee meeting. Only business for which such special Management Committee meeting is called, as expressed in the request, shall be discussed and no other matters whatsoever shall be permitted.

15.5 A quorum for the Management Committee shall be half of the membership plus one.

15.6 A member of the Management Committee having any direct or indirect pecuniary interest in a contract or proposed contract made by or in contemplation by the Management Committee shall disclose that interest to the Management Committee as required by the Act, and shall not take part in any deliberations or vote with respect to that contract.

 16 MINUTES OF ALL MEETINGS

 The Secretary shall cause proper minutes of all proceedings of the AGM, any other General Meetings and the Management Committee meetings to be taken and then to be entered in a minute book kept for that purpose. At the next such meeting these minutes will be verified as being a true record of the meeting.

 Copies of the minutes are to be posted on the Headquarters notice-board. The Chairman shall see that proper minutes are kept pursuant to this clause, and that they shall be signed as correct by the Chairman of the meeting or the Chairman of the next succeeding meeting.

 When minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was duly convened and held, that all proceedings recorded as taking place at the meeting have duly taken place, that all appointments made at the meeting have been validly made.

 The minutes of the AGM, Management Committee Meetings and any General Meetings are to be sent, within seven (7) days of the meeting, to :- all members of the Management Committee, the Secretaries of all Member Clubs, all Registered players who act as delegates for a club other than their own and each Standing Committee Secretary.  If the receiver of the minutes is agreeable, the minutes may be sent in electronic form.

 17. FINANCIAL YEAR

 The financial year of the Association shall be from the first day of July to the thirtieth day of June in the following year.

 

 

18. WORKING PARTIES, CO-OPTION AND COMPLAINTS

18.1 The Management Committee shall have power to appoint working parties for specific purposes and shall issue terms of reference for the working parties to report to Management Committee with recommendation for adoption or otherwise.

 18.2 The Management Committee shall have power to co-opt Registered players to serve on the Management Committee without power to vote, and only for the period in which it is necessary to co-opt such members.

 18.3 The Management Committee shall have power to deal with any complaints from Member Clubs and / or Registered players who shall submit full details to the Secretary for determination by the Management Committee.

 19. DUTIES OF OFFICE BEARERS

 Will be as prescribed in the By-Laws

 20. THE CONSTITUTION

 20.1 This Constitution shall bind the Association and every Member Club to the same extent as if they had respectively signed and sealed it and agreed to be bound by all the provisions thereof.

 20.2 A copy shall be kept at all Member clubs and therefore all Registered Players shall be deemed to have notice of it.

 21. AMENDMENTS TO CONSTITUTION

 21.1 Subject to approval by a special resolution of the Council, the Constitution may be amended or substituted by a new Constitution at a Special General Meeting called for that purpose, provided that sub-clauses hereinafter of this clause and the provisions of the Act are adhered to.

 21.2 Any Notices of Motion to amend the Constitution shall be sent to the Secretary. Management Committee shall then set the date for the meeting. All Members of Council shall then be notified of the Notices of Motion by the Secretary no later than thirty five (35) days prior to the date of the meeting. Member Clubs shall display on their notice-boards a copy of the proposed amendments not less than twenty-eight (28) days prior to the date fixed for the meeting.

 21.3 At any Special General Meeting of the Association at which any Notice of Motion to amend the Constitution is being considered it shall be competent for any Council member to move an amendment to such motion without giving prior notice thereof provided that in the opinion of the Chairman the proposed amendment is relevant to the subject matter and is not a direct negative to the motion.

 21.4 No alteration, repeal or addition shall be made to the Constitution except at the AGM or Meeting of the Council, called for the purpose.

 21.5 Such motions, or any part thereof, shall be of no effect unless passed by a three fourths (3/4) majority (Special Resolution) of those present entitled to a vote at the AGM, or General Meeting.

 21.6 Within one month of passing of a Special Resolution, the Secretary shall notify The Department of Consumer and Employment Protection of the amendment.

 21.7 An alteration of the rules of the Association does not take effect until subsection 21.6 is complied with.

 

 22. MAKING ALTERING OR REPEALING BY-LAWS, REGULATIONS AND GUIDELINES.

 By-Laws, Regulations and Guidelines may be made, altered or repealed by the following procedures:-

22.1 A Notice of Motion to effect the change, supported by reasons, to be submitted to the Association Secretary by a Management Committee Member, a Member Club, or a Standing Committee at least twenty-one (21) days prior to a Management Committee Meeting.

22.2 The Secretary shall forward such Notices of Motion to each Management Committee Member no later than seven (7) days prior to the meeting.

22.3 If a motion is passed, the meeting shall decide the date of implementation.

22.4 Changes to By-Laws and Regulations made by the Management Committee during the previous year will be presented for ratification at the next AGM

23. COMMON SEAL

 The common seal of the Association shall be kept in the care of the Secretary. The seal shall not be used or affixed to any deed or document except pursuant to a resolution of the Management Committee and in the presence of at least the President or the Secretary and or/ other member of the Management Committee, both of whom shall subscribe their names as witnesses.

 24. DISSOLUTION

 If, on the winding up of the Association, any property of the Association remains after satisfaction of debts and liabilities of the Association and the costs, charges and expenses of that winding up, that property shall be distributed:

 (a) to another incorporated association having objects similar to those of the Association

 (b) for charitable purposes, which incorporated association or purposes, as the case requires, shall be determined by resolution of the members.

 

 

 CERTIFIED THAT this Constitution was adopted by The West Australian Croquet Association (Inc) at a Special General Meeting held on the twenty-fourth day of July 2004.

 

 

Eleanor Roberts ………………………………………….Secretary