Port Macquarie Hastings Bridge Club - Learn & Play Bridge
| The Constitution |
RULES OF
PORT MACQUARIE-HASTINGS BRIDGE ASSOCIATION INCORPORATED
PART 1
PRELIMINARY
Interpretation
1 (1) In these rules, except in so far as the context or subject matter otherwise indicates or requires-
“ordinary member” means a member of the committee who is not an office bearer of the association, as referred to in rule 12(2);
“secretary” means –
(a) the person holding office under these rules as secretary of the association; or
(b) where no such person holds that office- the public officer of the association;
“special general meeting” means a general meeting of the association other than annual general meeting;
“the Act” means the Associations Incorporation Act,1984;
“the Regulation” means the Associations Incorporation Regulation,1985.
(2) In these rules –
(a) a reference to a function includes a reference to a power, authority and duty; and
(b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of that duty.
(3) The provisions of the Interpretation Act, 1897, apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.
Objects of the association
(4) (A) To promote the game of bridge and to foster interest in the said game by –
(1) providing teaching in the said game;
(2) assisting the players through rulings and advice on bridge laws, ethics and procedures;
(3) organising and conducting championships and other tournaments;
(4) sponsoring representative players to compete in regional and/or State championships;
(5) co-operating, where practical, with any persons, bodies or organizations whatsoever connected with bridge in Australia;
(6) undertaking any other activities as determined by the association which would advance the game of bridge.
(B) To purchase or otherwise acquire for the purpose of the association any buildings, furniture and appliances which may be necessary or convenient for the purpose of the association.
PART II
MEMBERSHIP
Membership qualifications
2 A person is qualified to be a member of the association if, but only if-
(a) the person is a person referred to in section 15(1)(a),(b) or (c) of the Act and has not ceased to be a member of the association at any time after incorporation of the association under the Act; or
(b) the person is a natural person who –
(i) has been nominated for membership of the association as provided by rule 3; and
(ii) has been approved for membership of the association by the committee of the association.
Nomination for membership
3 (1) A nomination of a person for membership of the association –
(a) shall be in writing in the form set out in appendix 1 to these rules; and
(b) shall be lodged with the secretary of the association.
(2) As soon as practicable after receiving the nomination for membership, the secretary shall refer the nomination to the committee which shall determine whether to approve or to reject the nomination.
(3) Where the committee determines to approve a nomination for membership, the secretary shall, as soon as practicable after that determination, notify the nominee of that approval and request the nominee to pay within the period of 28 days after receipt by the nominee of the notification the sum payable under these rules by a member as entrance fee and annual subscription.
(4) The secretary shall, on payment by the nominee of the amounts referred to in clause (3) within the period referred to in that clause, enter the nominee’s name in the register of members and, upon the name being so registered, the nominee becomes a member of the association.
Cessation of membership
4 A person ceases to be a member of the association if the person –
(a) dies;
(b) resigns that membership;
(c) is expelled from the association; or
(d) continues to be in default of the annual subscription fee up to the date of the next annual general meeting.
Membership entitlements not transferable
5 A right, privilege or obligation that a person has by reason of being a member of the association –
(a) is not capable of being transferred or transmitted to another person; and
(b) terminates upon cessation of the person’s membership.
Register of members
6 (1) The public officer of the association shall establish and maintain a register of members of the association specifying the name and address of each person who is a member of the association together with the date on which the member became a member.
(2) The register of members shall be kept at the principal place of administration of the association and shall be open for inspection, free of charge, by any member of the association at any reasonable hour.
Fees, subscriptions etc
7 (1) A member of the association shall, upon admission to membership, pay to the association a joining fee as determined by the members at the annual general meeting.
(2) In addition to any amount payable by the member under clause (1), a member of the association shall pay to the association an annual membership fee as determined by the members at the annual general meeting. Such annual membership fee must be paid within three calendar months from the date of the annual general meeting of the association or before the 31st of January in the next following year, whichever date shall come first. In default of the payment accordingly a member shall be deemed to be an unfinancial member. The unfinancial member shall retain all the rights and obligations of membership except the righto vote at meetings of the association and provided further that the right to pay table money at members’ rates shall cease forthwith.
(3) In addition to any amount payable by the member under clauses(1) and (2) a member of the association shall pay the prescribed table fee when participating in games of bridge conducted by the association and the prescribed table fee shall be determined by the members at the annual general meeting.
Members’ liabilities
8 The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by rule 7.
Disciplining of members
9 (1) Where the committee is of the opinion that a member of the association –
(a) has persistently refused or neglected to comply with a provision or provisions of these rules; or
(b) has persistently and wilfully acted in a manner prejudicial to the interests of the association,
the committee may, by resolution –
(c) expel the member from the association; or
(d) suspend the member from membership of the association for a specified period.
(2) A resolution of the committee under clause (1) is of no effect unless the committee, at a meeting held no earlier than 14 days and no later than 28 days after the service on the member of a Notice under clause (3), confirms the resolution in accordance with this rule.
(3) Where the committee passes a resolution under clause (1), the secretary shall as soon as practicable, cause a Notice in writing to be served on the member –
(a) setting out the resolution of the committee and the grounds on which it is based;
(b) stating that the member may address the committee at a meeting to be held no earlier than 14 days and not later than 28 days after service of the Notice;
(c) stating the date, place and time of that meeting; and
(d) informing the member that the member may do either or both of the following –
(i) attend and speak at that meeting;
(ii) submit to the committee at or prior to the date of that meeting written representations relating to the resolution.
(4) At a meeting of the committee held as referred to in clause (3), the committee shall –
(a) give the member an opportunity to make oral representations;
(b) give due consideration to any written representations submitted to the committee by the member at or prior to the meeting; and
(c) by resolution determine whether to confirm or revoke the resolution.
(5) Where the committee confirms the resolution under clause (4), the secretary shall, within 7 days after that confirmation, by notice in writing inform the member of the fact and of the member’s right to appeal under rule 10.
(6) A resolution confirmed by the committee under clause (4) does not take effect –
(a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
(b) where within that period the member exercises the right of appeal, unless and until the association confirms the resolution pursuant to rule 10(4).
PART III
THE COMMITTEE
Powers, etc., of committee
11 The committee shall be called the committee of management of the association and, subject to the Act, the Regulation and these rules and to any resolution passed by the association in general meeting –
(a) shall control and manage the affairs of the association, including borrowing funds from any source to enable the objects of the association to be achieved;
(b) may exercise all such functions as may be exercised by the association other than those functions that are required by these rules to be exercised at a general meeting of members of the association; and
(c) has power to perform all such accts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association.
Constitution and membership
12 (1) Subject in the case of the first members of the committee to section 21 of the Act the committee shall consist of –
(a) the office-bearers of the association; and
(b) not more than 4 ordinary members,
each of whom shall be elected at the annual general meeting of the association pursuant to rule13.
(2) The office-bearers of the association shall be –
(a) the president;
(b) the vice-president;
(c) the treasurer; and
(d) the secretary.
(3) Each member of the committee shall, subject to these rules, hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.
(4) One member of the association shall be the masterpoint secretary.
(5) In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.
Election of members
13 (1) Nominations of candidates for election as office-bearers of the association or as ordinary members of the committee –
(a) shall be made in writing, signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
(b) shall be delivered to the secretary of the association not less than 10 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
(2) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
(3) If insufficient further nominations are received, any vacant positions remaining on the committee shall be deemed to be casual vacancies.
(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
(5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.
(6) The ballot for the election of office-bearers and ordinary members of the committee shall be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
(7) A member nominated for election to an executive position (President, Vice-President, Secretary or Treasurer) may also be nominated for election as an ordinary member of the committee.
(Amended 8/11/2008)
Secretary
14 (1) The secretary of the association shall, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
(2) It is the duty of the secretary to keep minutes of –
(a) all appointments of office-bearers and members of the committee;
(b) the names of members of the committee present at a committee meeting or a general meeting; and
(c) all proceedings at committee meetings and general meetings.
(3) Minutes of proceedings at a meeting shall be signed by the chairperson of the meeting or the chairperson of the next succeeding meeting.
Treasurer
15 It is the duty of the treasurer of the association to ensure that –
(a) all money due to the association is collected and received and that all payments authorised by the association are made; and
(b) correct books and accounts are kept showing the financial affairs of the association including full details of all receipts and expenditure connected with the activities of the association; and
(c) annual accounts are produced for each financial year ending 30th September and presented to the next annual general meeting.
Casual vacancies
16 For the purpose of these rules, a casual vacancy in the office of a member of the committee occurs if the member –
(a) dies;
(b) ceases to be a member of the association;
(c) becomes an insolvent under administration within the meaning of the Companies (New South Wales) Code;
(d) resigns office by notice in writing given to the secretary;
(e) is removed from office under rule 17;
(f) 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; or
(g) is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.
Removal of member
17 (1) The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
(2) Where a member of the committee to whom a proposed resolution referred to in clause (1) relates, makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to the members of the association, the secretary or the president may send a copy of the representations to each member of the association or, if they are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.
Meetings and Quorum
18 (1) The committee shall meet at least 3 times in each period of 12 months at such place and time as the committee may determine.
(2) Additional meetings of the committee may be convened by the president or by any member of the committee.
(3) Verbal or written notice of a meeting of the committee shall be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.
(4) Notice of a meeting given under clause (3) shall specify the general nature of the business to be transacted at the meeting and no such business other than that business shall be transacted at the meeting, except business that the committee members present at the meeting unanimously agree to treat as urgent business.
(5) Fifty percent of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(6) No business shall be transacted by the committee unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and at the same hour of the same day in the following week.
(7) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.
(8) At a meeting of the committee –
(a) the president or, in the president’s absence, the vice-president shall preside; or
(b) if the president and the vice-president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting shall preside.
Delegation by committee to sub-committee
19 (1) The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than –
(a) this power of delegation; and
(b) a function which is a duty imposed by the committee by the Act or by any other law.
(2) A function the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
(3) A delegation under this rule may be made subject to such conditions or limitations as to the exercise of any function the subject thereof, or as to time or circumstances, as may be specified in the instrument of delegation.
(4) Notwithstanding any delegation under this rule, the committee may continue to exercise any function delegated.
(5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.
(6) The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
(7) A sub-committee may meet and adjourn as it thinks proper.
Voting and decisions
20 (1) Questions arising at a meeting of the committee or of any sub-committee appointed by the committee shall be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.
(2) Each member present at a meeting of the committee or of any sub-committee is entitled to one vote but, in the event of an equality of votes on any question the person presiding may exercise a second or casting vote.
(3) Subject to rule 18(5), the committee may act notwithstanding any vacancy on the committee.
(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.
PART IV
GENERAL MEETINGS
Annual general meetings- holding of
21 (1) With the exception of the first annual general meeting of the association, the association shall, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the association, convene an annual general meeting of its members.
(2) The association shall hold its first annual general meeting –
(a) within the period of 18 months after its incorporation under the Act; and
(b) within the period of 2 months after the expiration of the first financial year of the association.
(3) Clauses (1) and (2) have effect subject to any extension or permission granted by the Commission under section 26(3) of the Act.
Annual general meetings – calling of and business at
22 (1) The annual general meeting of the association shall, subject to the Act and to rule 21, be convened on such date and at such place and time as the committee thinks fit.
(2) In addition to any other business that may be transacted at an annual general meeting, the business of an annual general meeting shall be-
(a) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;
(b) to receive from the committee reports upon the activities of the association during the last preceding financial year;
(c) to elect office-bearers of the association and ordinary members of the committee; and
(d) to receive and consider the statement which is required to be submitted to members pursuant to section 26(6) of the Act.
(3) An annual general meeting shall be specified as such in the notice convening it.
Special general meetings – calling of
23 (1) The committee may, whenever it thinks fit, convene a special general meeting of the association.
(2) The committee shall, on the requisition in writing of not less than 5 per cent of the total number of members, convene a special general meeting of the association.
(3) A requisition of members for a special general meeting –
(a) shall state the purpose of the meeting;
(b) shall be signed by the members making the requisition;
(c) shall be lodged with the secretary; and
(d) may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
(4) If the committee fails to convene a special general meeting to be held within 1 month after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
(5) A special general meeting convened by a member or members as referred to in clause (4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the committee and any member who thereby incurs expense is entitled to be reimbursed by the association for any expense so incurred.
Notice
24 (1) Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary shall, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post to each member at the member’s address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
(2) Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in clause (1) specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.
(3) No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to rule 22(2).
(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.
Procedure
25 (1) No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
(2) Ten members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 5) shall constitute a quorum.
Presiding member
26 (1) The president or, in the president’s absence, the vice-president, shall preside as the chairperson at each general meeting of the association.
(2) If the president and the vice-president are absent from a general meeting or unwilling to act, the members present shall elect one of their number to preside as chairperson at the meeting.
Adjournment
27 (1) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(2) Where a general meeting is adjourned for 14 days or more, the secretary shall give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(3) Except as provided in clauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
Making of decisions
28 (1) A question arising at a general meeting of the association shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
(2) At a general meeting of the association, a poll may be demanded by the chairperson or by not less than 3 members present at the meeting.
(3) Where a poll is demanded at a general meeting, the poll shall be taken –
(a) immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or
(b) in any other case, in such manner and at such time before the close of the meeting as the chairperson directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.
Special resolution
29 A resolution of the association is a special resolution if-
(a) it is passed by a majority which comprises not less than three-quarters of such members of the association as, being entitled under these rules to do so, vote in person at a general meeting of which not less than 21 days written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules; or
(b) where it is made to appear to the Commission that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a)- the resolution is passed in a manner specified by the Commission.
Voting
30 (1) Upon any question arising at a general meeting of the association a member has one vote only.
(2) All votes shall be given personally.
(3) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
(4) A member is not entitled to vote at any general meeting of the association unless all money due and payable by the member of the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.