COMPOSITION OF THE BOARD The numbers on the Board will vary. As a Club Licence requires an organisation to be a company within the meaning of the Corporations Act, this template will not be suitable (as it is a Constitution for an incorporated association) and legal advice should be sought in relation to a Constitution for a company. No business other than that stated on the notice for a General Meeting shall be transacted at that meeting. NOTICE PAGEREF _Toc384898243 \h 30 38. Having a constitution should help to clarify how club procedures work. Incapacitated�means unable to fulfil duties as required by this Constitution or the Act, including being able to: understand the information relevant to the decisions that will have to be made in the role of Director; retain that information to the extent necessary to make those decisions; use or weigh that information as part of the decision making process; or communicate the decisions in some way. No other Member shall be entitled to vote but shall, subject to this Constitution, have and be entitled to exercise those rights set out in clause REF _Ref187161593 \r \h \* MERGEFORMAT 5.1. Membership may be Reinstated Membership which has been discontinued under this clause REF _Ref167520629 \r \h \* MERGEFORMAT 9 may be reinstated at the discretion of the Board, with such conditions as it deems appropriate. See also section 23(c). Within this template there will be references to sections that would be detailed in the Regulations developed to accompany your Constitution. It should be the process which the Club considers is best for it. Your regional and/or state association may have information that will assist you in developing this. The Act divides large ("Tier 1") and small ("Tier 2") associations and requires Tier 1 organisations to conduct an audit. There is another big reason for the need of a club constitution. SAMPLE GOLF CLUB CONSTITUTION AND BY-LAWS Your club should modify and adapt the following Articles to fit its particular circumstances. The principles recommend that a Board meet no less than six times per year and as often as monthly. Club constitution. The Register shall be amended to reflect any discontinuance of membership under this clause 9.2 as soon as practicable. Except as prescribed in this Constitution or the Act: no portion of the income or property of the Club shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise to any Member or Director; and no remuneration or other benefit in money or money's worth shall be paid or given by the Club to any Member who holds any office of the Club. REGISTER OF MEMBERS � PAGEREF _Toc384898213 \h 11 8. This is not required, and it is up to the Club to decide how this will be handled. Some documents make Junior Members 16 years and under; however, for consistency with the Children and Young Persons (Care and Protection) Act 1998 NSW (CYP Act) we recommend that you distinguish clearly between adult and children/youth Members. There is no right of appeal where the Board rejects an application for membership, whether a new application or a renewal application. POWERS OF THE BOARD Taken from the ASC�s Sports Governance Principles: The Board�s primary responsibility is one of trusteeship on behalf of its stakeholders, ensuring that the legal entity, the Club, remains viable and effective in the present and for the future. Notice of every General Meeting shall be given in the manner in clause REF _Ref167521038 \r \h \* MERGEFORMAT 37. website for details) for tax and other financial benefits. The result of the poll shall be the resolution of the meeting. If there are insufficient nominations received to fill all vacancies on the Board, or if a person is not approved by the majority of Members under clause REF _Ref167520689 \r \h \* MERGEFORMAT 15.3 REF _Ref217873312 \r \h (a), the positions will be deemed casual vacancies under clause� REF _Ref167520702 \r \h \* MERGEFORMAT 17.1. The document seeks to capture as �Members of the Club� all individual persons who are Members of the Club, and assumes that this Club would normally be the Member of a regional association or the state association. NSW Fair Trading has prepared a Model constitution, which covers the matters required by Schedule 1 of the Associations Incorporation Act 2009 (the Act). The CSC is incorporated in the State of Texas and is subject to the laws of the State of Texas, to its own For example, some clubs may require Board Members to undertake criminal history checks. There is nothing in the document which precludes such titles being attached to particular Directors� offices. Please note the document should be tailored to the requirements of your organisation and not vice versa. ELECTED DIRECTORS Nomination for Board � Nominations for elected Director positions shall be called for forty-eight (48) days prior to the annual general meeting. they shall comply with and observe this Constitution and the Regulations and any determination, resolution or policy which may be made or passed by the Board or other entity with delegated authority; by submitting to this Constitution and the Regulations, they are subject to the jurisdiction of the Club, RSO, SSO and NSO; the Constitution and the Regulations are necessary and reasonable for promoting the Objects and particularly the advancement and protection of the Sport; neither membership of the Club nor this Constitution gives rise to: any proprietary right of Members in, to or over the Club or its property or assets; any automatic right of a Member to renewal of their membership of the Club; subject to the Act and the Club acting in good faith, the right of Members to natural justice, unless expressly provided for in this Constitution; they are entitled to all benefits, advantages, privileges and services of Club membership; and a right, privilege or obligation of a person by reason of their membership of the Club: is not capable of being transferred or transmitted to another person; and terminates upon the cessation of membership whether by death, resignation or otherwise. CRICOS Provider No. Qualifications for Appointed Directors The appointed Directors may have specific skills in commerce, finance, marketing, law or business generally or such other skills which complement the Board composition. APPOINTed DIRECTORS Appointed Directors need not be appointed. A key critical component of this role is the Board�s ultimate authority and responsibility for financial operations and budgeting to ensure the achievement of strategic objectives. Individual Member means a registered, financial Member of the Club who is at least 18 years of age. AUDITOR Under the Act, certain incorporated associations are required to undertake an audit. ÇÔuû”q”w M¶ï;_õYdÀB ‰I…ÏäÁ˜,û‰éØ¿¦*OF5ÎÃ"Vo«‚% w³}ŠÀBí:Þ4Ô¡V The declaration does not need to record the number of votes in favour of or against the resolution; the result of the resolution must be recorded in the Club�s book of proceedings. Revocation of Delegation The Board may by resolution and/or instrument in writing, at any time revoke wholly or in part any delegation made under this clause. VACANCIES On the Board PAGEREF _Toc384898223 \h 18 18. WINDING UP Subject to this Constitution the Club may be wound up or cancelled in accordance with the Act. For example, the club must have premises and be the bona fide occupier of these premises for the purpose of the club. The standard practice is that the instrument is a list/register of delegations, which is subject to a formal resolution of the Board. It does not, however, apply to any appeal by a Member against a decision made in accordance with the disciplinary proceedings described in clause 10. The Club shall indemnify its Directors and employees against all damages and losses (including legal costs) for which any such Director or employee may be or become liable to any third party in consequence of any act or omission, except wilful misconduct: in the case of a Director, performed or made while acting on behalf of and with the authority, express or implied, of the Club; or in the case of an employee, performed or made in the course of, and within the scope of, their employment by the Club. Wording for this section of the template can be obtained by contacting the NSW Office of Sport. Your Club may choose to refine your definition of �juniors� to allow Junior Members who are aged 16 years and older to attend and vote at the annual general meeting. 00103D Sample club constitution Page 1 of 6 Club/Society Constitution A club’s or society’s constitution is a document that defines your club or society and provides you with a basic set of rules for the daily running and management of this group. Club constitution and rules templates Within our range of club constitution and rules templates there should be one that can easily be adapted to suit your club or association, whether you are a sports club with property and a members' bar, or an environmental campaign group that uses whatever resources are available when needed. If the Board so determines, the postal or electronic ballot shall be conducted under procedures determined by the Board from time to time. It provides guidelines for conflict resolution and a framework for action so that your club can accomplish its goals. When, but for this clause, more than fifteen (15) months elapses between annual General Meetings, the Board shall convene a special General Meeting before the expiration of that period. Directors elected under clause REF _Ref167520713 \r \h \* MERGEFORMAT 15 shall be elected for a term of two (2) years. The document complies with the Associations Incorporation Act 2009 (NSW) (�Act�). INDEMNITY Every Director and employee of the Club will be indemnified out of the property and assets of the Club against any liability incurred by them in their capacity as Director or employee in defending any proceedings, civil or criminal, in which judgement is given in their favour or in which they are acquitted or connected with any application in relation to any such proceedings in which relief is granted by the Court. Decisions of Board Subject to this Constitution, questions arising at any meeting of the Board shall be decided by a majority of votes and a determination of a majority of Directors shall for all purposes be deemed a determination of the Board. Requisition of Special General Meetings The secretary will convene a special General Meeting when at least five per cent (5%) of Members entitled to vote submit a requisition in writing. Club Licence In relation to preparing a Constitution that satisfies the required criteria, the applicant must show that the rules of the Club meet the requirements specified in section 10(1) of the Registered Clubs Act 1976, and otherwise comply with the requirements of that Act, including, but not limited to: the club must be a company within the meaning of the Corporations Act 2001; the club must be conducted in good faith as a club; the club shall be established for social, sporting or athletic purposes, and for the purpose of providing accommodation for its members and guests; club membership numbers shall be in accordance with statutorily defined minimum and maximum standards; and members of the club cannot derive any profit, benefit or advantage that is not offered equally to all full members; This template has been prepared for an incorporated association. It is optional and does not need to be provided for under the Act. Discontinuance for Breach Notwithstanding anything in the Act or this Constitution: membership of the Club may be discontinued by the Board upon breach of any clause of this Constitution or the Regulations, including, but not limited to, the failure to pay any monies owed to the Club, failure to comply with the Regulations or any resolutions or determinations made or passed by the Board or any duly authorised committee; membership shall not be discontinued by the Board under clause REF _Ref159726233 \r \h \* MERGEFORMAT 9.2 REF _Ref159726234 \r \h \* MERGEFORMAT (a) without the Board first giving the accused Member the opportunity to explain the breach and/or remedy the breach; and where a Member fails, in the Board�s view to adequately explain the breach, that Member�s membership shall be discontinued under clause REF _Ref159726233 \r \h \* MERGEFORMAT 9.2 REF _Ref159726234 \r \h \* MERGEFORMAT (a) by the Board giving written notice of the discontinuance to the Member. For example, if there are six Directors the quorum should be four. the betterment and promotion of sports in the Club; 6.2 to remove or suspend any member in the event of such member failing to comply with the Rules and Regulations of the Club; 6.3 to enter into agreement with any other sporting body or become affiliated to any Sports Union or Association if in its opinion it to be in the interest of the Club; To enable ease of use, this model contains extensive footnotes and explanations on clauses and highlights sections that can be varied to suit your local situation. The chair shall be the nominal head of the Club and will act as chair of any Board meeting or General Meeting at which they are present. clubs should consider Community Amateur Sports Club status (see CCPR. (2) A successful candidate in a club Executive election will be declared by a simple majority. LIQUOR AND GAMING LICENSES Who Can Hold A Licence Two types of liquor licences are available to sporting organisations in New South Wales. Refund of Membership Fees Membership fees or subscriptions paid by the discontinued Member may be refunded on a pro-rata basis to the Member upon discontinuance. ii To another Club with similar sports purposes which is a registered CASC and/or iii To the Club’s national governing bodies for use by them for related community sports. Public Officer means the person appointed to be the public officer of the Club in accordance with the Act. Special Resolution means a Special Resolution defined in the Act. SEAL PAGEREF _Toc384898226 \h 22 21. The notice will specify that Directors are not required to be present in person; if a failure in communications prevents clause 18.3 REF _Ref159726379 \r \h \* MERGEFORMAT (b) REF _Ref159726360 \r \h \* MERGEFORMAT (i) from being satisfied by the number of Directors which constitutes a quorum, and none of such Directors are present at the place where the meeting is deemed by virtue of the further provisions of this clause to be held, then the meeting shall be suspended until clause 18.3 REF _Ref159726379 \r \h \* MERGEFORMAT (b) REF _Ref159726360 \r \h \* MERGEFORMAT (i) is satisfied again. This clause sets out how such delegations should be made and how they operate; clause 19.1 refers to an �instrument in writing� that outlines delegations. As you work through the process of developing or updating your Club�s Constitution, you should refer to the Sport Australia (SA) formerly the Australian Sports Commission�s (ASC) Sports Governance Principles. Membership should consist of officers and members of the club. A Director may at any time convene a meeting of the Board within a reasonable time. The ASC Sports Governance Principles recommend that �votes taken at Board or General Meetings should be passed by a majority of Directors/Members and not be subject to a casting vote. ARTICLE VI. The Board may also amend or repeal any decision made by a body or person under this clause 19. It is recommended that the Club considers the introduction of a staggered rotation system for Board Members, with half of the Directors� positions becoming vacant each year as suggested in this clause. A basic constitution is provided below, although. It also makes it easy to address issues of joint concern, to share information and to maximise the sport�s marketability. As you work through it you should think not just of your current situation, but where you envisage your Club to be in five or ten years. The chair can be any Director that the Board regards as sufficiently skilled to undertake the role. About this unincorporated club rules and constitution template. POWERS OF THE Club PAGEREF _Toc384898210 \h 9 5. If there are no bylaws you can state that bylaws should be established by a majority of club membership) A person must accept or reject the Club�s resolution to confer life membership in writing. Delegations can and should in some cases include the authority to spend the Club�s funds in accordance with the agreed budget. The number or percentage of present and voting Members required must be realistic so that a meeting can proceed. RSO means the Regional Sporting Organisation being [INSERT NAME OF RSO] and which is a member of or affiliated with SSO. It outlines the functions of the club and the procedures for membership, meetings and committees. STATUS AND COMPLIANCE OF CLUB PAGEREF _Toc384898242 \h 30 37. The document has been prepared to show the organisation as a key part of the overall national structure for the Sport and thus there are references to the state governing body for the sport and the national governing body for the sport, as well as the regional body (where applicable). You can use it to manage a charity - remember to register it with the Charities Services. This is optional. Never forget to provide appropriate insurance cover for all the activities of the Club and its office-bearers. Such a Judiciary Committee shall operate in accordance with the procedures expressed in the Regulations or as otherwise determined by the Board but subject always to the Act. It should be held on a date and at a venue determined by the Board. NOTICES OF MOTION Members entitled to vote may submit notices of motion for inclusion as special business at a general meeting. 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