HUNTERS HILL BRIDGE CLUB INC
(ABN 62 086 829 376)
1. The name of the Club is Hunters Hill Bridge Club Inc (ABN 62 086 829 376)
Definitions and Interpretation
2. (a) In this Constitution unless the context or subject matter otherwise indicates or requires :-
“the Act” means the Associations Incorporation Act 2009.
“the Regulation” means the Associations Incorporation Regulation 2010.
“the Club” means the Hunters Hill Bridge Club Inc. (ABN 62 086 829 376).
“the Committee” means members for the time being of the Committee of the Club constituted in accordance with the Act and this constitution.
“the Club Notice Board” means a board designated as such within the Club premises.
“general meeting” means a general meeting of the members of the Club other than an annual general meeting.
“Ordinary Resolution” means a resolution where more than one-half of the total votes cast on the resolution are in favour of the resolution.
“Special Resolution” means a resolution of which at least twenty-one (21) days’ notice setting out an intention to propose the resolution and stating the resolution has been given to members entitled to vote on the resolution and that has been passed by at least seventy-five (75%) per centum of the votes cast by members entitled to vote on the resolution.
(b) This constitution shall be read and construed subject to the provisions of the Act and the Regulation and to the extent that any of the provisions in this constitution are inconsistent therewith and might prevent the Club being registered under the provisions of the Act they shall be inoperative and have no effect.
(c) A decision of the Committee on the construction or interpretation of this constitution or any By-laws of the Club made pursuant to this constitution or on any matter arising thereout shall be conclusive and binding on all members of the Club.
(d) Every member of the Club shall be deemed to agree to be bound by this constitution and the by-laws of the Club. The payment of the annual subscription (or in the case of a member who is not liable for the payment of an annual subscription, then the acceptance of membership by the member) shall be conclusive evidence of such agreement.
(e) Words importing one gender shall include the other gender, words importing the singular number shall include the plural number and vice versa.
3. The objects of the Club are:-
To promote the game of bridge;
To organise duplicate bridge sessions, bridge tournaments, bridge congresses and bridge tuition and lessons;
To provide facilities for the proper conduct of the game of bridge.
4. Any profits or other income of the Club shall be applied only to the promotion of the objects of the Club and shall not be paid or distributed among the members of the Club directly or indirectly whether by way of dividend, bonus or otherwise including on any winding up of the Club. Nothing in this clause shall prohibit the payment of salaries, wages, bonuses and gratuities in return for services rendered to the Club.
5. The Club shall have the following powers:-
To purchase, take on lease or otherwise deal in any real or personal property;
To raise money for any objects of the Club;
To apply for, hold and keep current any permits, licences or authorities which may be necessary for the promotion of the objects of the Club;
To effect and keep current such policies of insurance as the Committee shall from time to time determine;
To affiliate with and abide by the rules of the Australian Bridge Federation, the New South Wales Bridge Association or such other body promoting and organising the game of bridge as the Committee thinks fit.
6. Membership of the Club shall be divided into the following classes:-
7. Ordinary members of the Club shall be members who have been nominated and elected as members of the Club and have paid the annual membership subscription as shall from time to time be determined by the Committee.
8. Associate members of the Club shall be members of another bridge club affiliated with the Australian Bridge Federation who have been nominated and elected as members of the Club and have paid the annual membership subscription as shall from time to time be determined by the Committee.
9. Life members of the Club shall be members who have made a significant contribution to the Club over an extended period of time and who have been elected as life members by ordinary resolution of the members passed at a general meeting of the Club. Life members shall not be required to pay an annual membership subscription.
10. Membership of the Club shall be subject to the approval of the Committee which shall have power to refuse the subscription of any member or of any person eligible for membership but any such member or person shall have the right to appeal to the next general meeting of the Club against such decision.
11. Any member of the Club may resign his/her membership of the Club by giving to the secretary notice in writing to that effect and such resignation shall take effect immediately upon receipt by the secretary of such notice.
12. A person ceases to be a member of the Club if the person fails to pay the annual subscription within one (1) month after the subscription is due.
Application for Membership
13. Application for membership of the Club must be made by a person in writing in the form approved by the Committee from time to time and must be lodged with the secretary together with the annual subscription applicable at that time.
14. As soon as practicable after receiving an application for membership, the secretary must refer the application to the Committee which is to determine whether to approve or to reject the nomination.
15. As soon as practicable after the Committee makes that determination, the secretary shall notify the applicant that the Committee approved or rejected the application (whichever is applicable) and shall enter or cause to be entered the applicant’s name in the register of members whereupon the applicant becomes a member of the Club.
Register of Members
16. The public officer of the Club must establish and maintain a register of members of the Club specifying the name and postal or residential address of each person who is a member of the Club together with the date on which the person becomes a member.
17. The register of members must be kept at the Club’s official address and must be open for inspection, free of charge, by any member of the Club at any reasonable hour on giving not less than three (3) days’ notice to the public officer.
18. A member of the Club may obtain a copy of any part of the register on payment of a fee of not more than $2 per page.
19. A member must not use information about a person obtained from the register to contact or send material to the person, other than for:-
the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the Club or other material relating to the Club; or
(b) any other purpose necessary to comply with a requirement of the Act or the Regulation.
Annual Subscriptions and Fees
20. Ordinary and associate members of the Club shall be required to pay such annual subscription as shall be determined from time to time by the Committee. The annual subscription shall be payable in advance on or before the first day of December each year or on such other day as the Committee shall from time to time determine.
21. The Committee shall have the right to determine from time to time all fees and charges payable by members and invited visitors for any services provided by the Club.
22. The liability of a member of the Club to contribute towards the payment of the debts and liabilities of the Club or the costs, charges and expenses of the winding up of the Club is limited to the amount, if any, unpaid by the member in respect of membership of the Club as required by clause 20 hereof.
Disciplining of Members
23. A complaint may be made in writing to the Committee by any person that a member of the Club –
has refused or neglected to comply with a provision or provisions of this constitution;
has wilfully acted in a manner prejudicial to the interests of the Club.
24. The Committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.
25. If, after enquiry, the Committee shall be of the opinion that the alleged conduct of any member is in breach of this constitution or is likely to be injurious to or is prejudicial to the reputation and interests of the Club or is calculated to bring the Club into disrepute or contempt, such member shall be given notice in writing of the alleged matter and afforded an opportunity of being heard by the Committee. If the explanation of such member is unsatisfactory in the opinion of at least seventy-five per centum (75%) of the Committee or such member does not avail himself of the opportunity of explanation then such member may:
by resolution of the Committee in favour of which at least seventy-five per centum (75%) of the members thereof shall have voted be expelled; or
by resolution of the Committee in favour of which at least seventy-five per centum (75%) of the members thereof shall have voted be suspended from membership of the Club for such period as the Committee may deem fit; or
be requested in writing by the Committee to resign and if such member shall not resign within one (1) week after posting or delivery of such request such member may be expelled by resolution of the Committee in favour of which at least seventy-five per centum (75%) of the members thereof shall have voted and thereupon such member shall cease to be a member of the Club and such member’s subscription for the then current year shall be forfeited.
26. The Committee -
(a) is to control and manage the affairs of the Club, and
(b) may exercise all such functions as may be exercised by the Club, other than those functions that are required by this constitution to be exercised by a general meeting of members of the Club, and
(c) has power to perform all such acts and do all such things as appear to the Committee to be necessary or desirable for the proper management of the affairs of the Club.
27. The Committee shall consist of –
not more than six (6) other members
28. All members of the Committee shall be financial or life members of the Club.
29. Each member of the Committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.
30. Notwithstanding the provisions of clause 29 hereof, no person shall hold the office of president for more than six (6) consecutive years.
31. The Committee may, at its discretion, co-opt one or more persons to its sub-committees for such purposes and on such terms as it shall determine.
Election of Committee Members
32. The members of the Committee shall be elected each year at the annual general meeting.
(a) The nomination of candidates for election to any position on the Committee shall be proposed in writing by two members, accepted by the candidate and lodged with the secretary not less than three (3) business days before the time appointed for the commencement of the annual general meeting.
(b) Should the number of candidates for election to any position on the Committee exceed the number required to be elected the chairman of the meeting shall hold a ballot at which all annual members and life members present shall be entitled to vote.
(c) Should the number of candidates for election to any position on the Committee not exceed the number required to be elected-
The chairman of the meeting shall forthwith declare the candidates nominated to be duly elected.
The chairman of the meeting shall thereafter call for further nominations from the financial members and life members present at the meeting and if the number of candidates does not exceed the number of vacancies then remaining the chairman shall declare the candidates nominated to be duly elected. If the number of nominations received from the financial members and life members present at the meeting exceeds the number of vacancies then remaining the chairman of the meeting shall hold a ballot at which all financial members and life members present at the meeting shall be entitled to vote. The ballot shall be conducted in such usual and proper manner as the chairman shall direct.
(d) In the event of a ballot being held two scrutineers shall be appointed by the meeting. They will be responsible for checking and counting the votes cast in the ballot and shall report the result of the ballot to the chairman of the meeting.
33. An annual general meeting shall be held each year at such time and place as the Committee shall from time to time determine. The business of the annual general meeting shall be –
(a) To receive the annual report of the Committee which shall be presented by the president and shall detail the work of the Committee for the previous year;
(b) To receive and consider the annual financial statements of the Club;
(c) To elect the Committee of the Club;
(d) To elect the honorary auditor;
(e) To consider any other business that may properly be brought before the meeting.
34. Candidates for the office of auditor shall be proposed by two members of the Club and such auditor shall at the close of the financial year audit the accounts and documents and have power to call for the production of books, papers, accounts and documents relating to the affairs of the Club. The Committee shall have the power to fill any vacancy in the office of auditor.
35. (a) The Committee may, whenever it thinks fit, convene a general meeting of the Club.
(b) The Committee must, on the requisition in writing of at least twenty (20) financial members, convene a general meeting of the Club.
(c) A requisition of members for a general meeting must be in writing and must specify the purpose or purposes of the meeting, must be signed by the persons making the requisition and must be lodged with the secretary. It may consist of several documents in similar form, each signed by one or more of the members making the requisition.
(d) If the Committee fail to convene a general meeting to be held within one (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 general meeting to be held not later than three (3) months after that date.
(e) A general meeting convened by a member or members as referred to in sub-clause (d) hereof must be convened as nearly as is practicable in the same manner as meetings are convened by the Committee.
36. (a) Except if the nature of the business proposed to be dealt with at a general meeting requires a Special Resolution of the Club, the secretary must, at least fourteen (14) days before the date fixed for the holding of the general meeting, give notice to each member specifying the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(b) If the nature of the business proposed to be dealt with at a general meeting requires a Special Resolution of the Club, the secretary must, at least twenty-one (21) days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under sub-clause (a) hereof, the intention to propose the resolution as a special resolution.
(c) A resolution put to the vote at a general meeting shall be decided on a show of hands. All annual and life members of the Club present at the meeting shall be entitled to vote. Proxy voting must not be undertaken at or in respect of a general meeting.
(d) On any question arising at a general meeting of the Club a member has one vote only.
(e) A member is not entitled to vote at any general meeting of the Club unless all money due and payable by the member to the Club has been paid.
(f) A member is not entitled to vote at any general meeting of the Club if the member is under eighteen (18) years of age.
37. The chairman 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 is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
38. The Committee shall meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit.
39. The Committee shall meet at least once in each calendar month for the transaction of business and a record of all members of the Committee present and of all resolutions and proceedings of the Committee shall be entered in a minute book to be provided for that purpose.
40. The president may at any time and the secretary upon the written request of not less than three (3) members of the Committee shall convene a special meeting of the Committee.
41. The Committee may from time to time make, alter and repeal by-laws as it may deem necessary or expedient for the proper conduct and management of the Club and, in particular, but not exclusively it may by by-law regulate –
(a) the general management control and trading activities of the Club
(b) the control and management of the Club’s premises
(c) the control and management of all competitions
(d) the control and management of all social events
(e) the conduct of members.
42. The Committee shall determine the date on which any by-law made under this constitution shall come into force and have the full authority of a by-law of the Club provided that such by-law has been posted upon the Club Notice Board prior to the day on which it comes into effect.
43. Subject to the provisions of this constitution, the members of the Club in general meeting may by Ordinary Resolution remove any member or members of the Committee or the whole of the Committee before the expiration of his, her or their period of office and may by Ordinary Resolution appoint another person or persons in his, her or their stead. Any person so appointed shall hold office only until the conclusion of the next annual general meeting.
44. In the event of a casual vacancy occurring in the membership of the Committee, the Committee may appoint a member of the Club to fill the vacancy and the member so appointed shall hold office until the conclusion of the next annual general meeting.
45. A casual vacancy in the office of a member of the Committee occurs if the member –
(a) dies; or
(b) ceases to be a member of the Club; or
(c) resigns office by notice in writing to the secretary; or
(d) becomes an insolvent under administration or a mentally incapacitated person; or
(e) is absent from meetings of the Committee for a continuous period of three (3) calendar months without leave of absence from the Committee and the Committee resolves that the office be vacated.
46. (a) The Committee may by resolution delegate to one or more sub-committees (consisting of such member or members of the Club as the Committee thinks fit) the exercise of such of the functions of the Committee as are specified in the resolution, other than this power of delegation and a function which is a duty imposed on the Committee by any law.
(b) Any act or thing done or suffered by a sub-committee acting pursuant to a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the Committee.
(c) The Committee may by resolution revoke wholly or in part any delegation under this clause.
(e) A sub-committee may meet and adjourn as it thinks fit.
47. (a) Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee are to be determined by a majority of the votes of members of the Committee or sub-committee present at the meeting.
(b) Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote.
48. The president or, in the president’s absence, the vice-president shall be chairman of the annual general meeting, all general meetings and Committee meetings or 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 is to preside.
49. In the event of an equality of votes on any question the chairman shall have a deliberate and casting vote and have unlimited authority on every question of order.
50. The secretary shall perform such duties and transact such business as the Committee shall from time to time determine.
51. The secretary shall issue notices of meetings when required and conduct such correspondence as may lie within the scope of his duties.
52. The secretary shall attend each meeting of the Committee or appoint a deputy to keep correct minutes of the proceedings of such meetings.
53. The treasurer shall collect all subscriptions and moneys due to the Club.
54. The treasurer shall keep account of the finances and property of the Club.
55. The treasurer shall present an account of the receipts and payments compiled up to the last day of the month preceding the meeting together with a reconciliation of the cash balance and bank balance as at that date to each meeting of the Committee.
56. The treasurer shall prepare and present to the honorary auditor for audit and to the annual general meeting the annual financial statements of the Club together with the honorary auditor’s report thereon.
57. The annual financial statements of the Club shall be made up to such date as the Committee shall from time to time appoint.
58. All moneys paid to the Club shall be placed to the credit of the Club in such bank or banks as the Committee may from time to time decide.
59. The said bank account or accounts shall be operated upon by such persons as shall be authorised from time to time by the Committee.
60. The Treasurer shall administer, deal with and invest the funds of the Club in accordance with the directions of the Committee and the law.
61. At the annual general meeting or any general meeting of the Club twenty (20) members who are annual or life members shall form a quorum.
62. At any meeting of the Committee five (5) members shall form a quorum.
Service of Notices
63. For the purposes of this constitution, a notice may be served on or given to a person:
by delivering it to the person personally; or
by sending it by pre-paid post to the address of the person, or
by sending it by electronic transmission to an address specified by the person for giving or serving the notice.
64. For the purposes of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:
in the case of a notice given or served personally, on the date on which it is received by the addressee, and
in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and
in the case of a notice sent by electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.
Resolution of Disputes
65. A dispute between a member and another member (in their capacity as members) of the Club, or a dispute between a member or members and the Club, are to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983.
66. If a dispute is not resolved by mediation within three (3) months of the referral to a community justice centre, the dispute is to be referred to arbitration. The Commercial Arbitration Act 1984 applies to any such dispute.
Custody of Books and Records
67. Except as otherwise provided by this constitution, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the Club.
Inspection of Books and Records
68. The following documents must be open for inspection, free of charge, by a member of the Club after giving not less than three (3) days written notice –
records, books and other financial documents of the Club;
minutes of all committee meetings and general meetings of the Club.
69. A member of the Club may obtain a copy of any document referred to in clause 67 hereof on payment of a fee of not more than $2 for each page copied.
70. The financial year of the Club shall commence on 1 October each year and shall continue until 30 September in the following year.
71. The Club shall not be wound up or dissolved voluntarily except by Special Resolution passed at a general meeting of the Club of which notice specifying the intention to propose the resolution has been given.
72. If upon the winding up or dissolution of the Club there remains after satisfaction of all debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Club but shall be given or transferred to some other institution or institutions having objects similar or in part similar to the objects of the Club and which shall also prohibit the distribution of its property among it or their members. Such institution or institutions shall be determined by Special Resolution of the members of the Club at or before the time of dissolution or in default thereof by such court as may have or acquire jurisdiction in the matter.