WDBD CONSTITUTION to CLAUSE 19
WESTERN DISTRICT BOWLS DIVISION INC.
(Incorporated Registration No A0056521K)
PART I – PURPOSES, POWERS AND INTERPRETATION
The name of the incorporated association is Western District Bowls Division Inc.
The Division shall incorporate under the Act and shall remain incorporated.
3. PURPOSES OF ASSOCIATION
The Division is established solely for these purposes.
The purposes of the Division are to:
a) assist Bowls Victoria and the relevant Region to manage, promote and control Bowls, all Clubs, and Affiliated Members within the area of its jurisdiction;
b) consider and deal with all matters submitted to it by any Member;
c) co-operate with other Regions and Divisions of Bowls Victoria in any Bowls related matters;
d) conduct and control any Division Bowls event and functions;
e) promote the health and safety of all its Members, athletes, officials and other individuals participating in Bowls in any capacity;
f) act at all times on behalf of, and in the interests of, the Members and Bowls;
g) affiliate and otherwise liaise with Bowls Victoria and such other bodies as may be desirable, in the pursuit of these purposes;
h) apply the property and capacity of the Division towards the fulfilment and achievement of these purposes;
i) pursue through itself or others such commercial arrangements, including sponsorship and marketing opportunities, as are appropriate to further the purposes of the Association; and
j) undertake to do all such things and activities which may be necessary for the accomplishment of these objectives.
4. POWERS OF ASSOCIATION
Solely for furthering the purposes set out above, the Division has all the rights, powers and privileges conferred on it under the Act, in particular Part 4.
5. INTERPRETATION AND DEFINITIONS
In this Constitution, unless the contrary intention appears:
Act means the Associations Incorporation Reform Act 2012 (Vic) as amended or replaced from time to time.
Affiliated Member means a natural person recognised by Bowls Victoria and a Club as a member under their respective constitutions from time to time.
Annual General Meeting means a meeting of Members convened in accordance with rule 11.
Board means the body consisting of the Directors under rule 17.2.
Bowls means the sport and game of bowls as determined by World Bowls with such variations as may be recognised by Bowls Australia or Bowls Victoria from time to time.
Bowls Australia means Bowls Australia Incorporated, the governing body for Bowls in Australia, or its successors.
Bowls Victoria means Bowls Victoria Incorporated, the governing body for Bowls in Victoria, or its successors.
Chairman means the chairman of the Division elected in accordance with rule 17 from time to time.
Club means a Bowls club recognised by Bowls Victoria as a member of it from time to time and who Bowls Victoria has nominated for membership of the Division.
Committee means any committee of the Board created under rule 21.4 from time to time.
Constitution means this constitution of the Division as amended from time to time.
Delegate means a person appointed to represent a Club at the General Meetings of the Division or other meetings.
Director means a member of the Board elected or appointed under rules 17 or 18.
Division means Western District Bowls Division
Financial Year means the year ending on 30 April.
General Meeting means an Annual General Meeting together with any meeting of Members convened in accordance with rule 12.
Member means any person or entity recognized as a member of the Division by the Board under rule 6 from time to time.
Region means an area of Victoria having boundaries as approved by Bowls Victoria from time to time and as defined in the Regulations. A reference to “Region” also includes the committee or other body appointed to administer an approved area.
Register means the register of Members kept in accordance with rule 8.1.
Regulations mean any regulations made by the Board under rule 37.
Relevant Documents means the records and other documents, however recorded compiled or stored, that relate to the Club and management of the Club and includes membership records, financial statements, financial records, and records and documents relating to transactions, dealings, business or property of the Club.
Special Resolution has the same meaning as in the Act.
World Bowls means World Bowls Limited, the international governing body for Bowls, or its successors.
In this Constitution:a reference to a rule, regulation, schedule or annexure is to a rule, regulation, schedule or annexure of, or made under, this Constitution;
a) words importing the singular include the plural and vice versa;
b) words importing any gender include the other genders;
c) headings are for convenience only and shall not be used for interpretation;
d) words or expressions shall be interpreted in accordance with the provisions of the Act as they vary from time to time;
e) references to persons include natural persons, corporations and bodies politic, and any legal personal representatives, successors and permitted assigns of that person;
f) a reference to a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them (whether of the same or any legislative authority having jurisdiction); and
g) expressions referring to "writing" shall unless the contrary intention appears, be construed as including references to printing, photography and other modes of representing or reproducing words in a visible form, including messages sent by electronic mail.
If any provision of this Constitution or any phrase contained in it is invalid or unenforceable in any jurisdiction, the phrase or provision shall be read down for the purpose of that jurisdiction, if possible, so it is valid and enforceable. If it can not be so read down the provision shall be severed to the extent of the invalidity or unenforceability. The remaining provisions of this Constitution and its validity or enforceability shall not be affected by the severance in any other jurisdiction.
PART II - MEMBERSHIP
6. MEMBERSHIP OF association
6.1 Minimum number of members
The Division must have at least five Members.
6.2 Categories of Member
The Members shall be, and shall be divided into, the following categories:
a) Clubs, which shall be represented at General Meetings by two Delegates, one male and one female, if possible. Each Delegate shall (subject to this Constitution and rule 15.1 in particular) have the right to be present, to debate and to vote at General Meetings; and
b) such other category or categories of members as determined by the Board from time to time.
6.3 Membership – Clubs
a) To be eligible for membership of the Division, a Club must be a member of Bowls Victoria and must be situated within the boundary of the Division as determined by Bowls Victoria from time to time. The Club must meet any other criteria set by the Board from time to time.
b) All Clubs who meet the criteria in rule 6.2(a). from time to time will be accepted as Members of the Division.
6.4 Renewal of Membership
Clubs are not required to reapply for membership each Financial Year. Clubs shall, subject to this Constitution and the constitution of Bowls Victoria (where relevant), remain Members provided all monies due and payable to the Division have been paid. If Members do not pay monies within thirty days of the due date, subject to the discretion of the Board, all of the Members' rights under this Constitution shall be suspended until such times as all monies are fully paid.
6.5 Delegates of Clubs
a) Prior to an Annual General Meeting, each Club shall forward to the Division secretary the names and addresses of the Club's elected Delegates for the succeeding year within 14 days of the election. If a Club fails to provide notification to the Division secretary, the president and secretary of the Club shall be deemed to be the delegates.
b) If a Club has failed to notify the Division secretary of a Delegate(s) prior to the Annual General meeting, it may notify the Division secretary prior to any General Meeting who their Delegate(s) will be for that General Meeting.
c) If a Delegate is unable to attend a General Meeting, the Club may notify the Division secretary in writing not less than 48 hours before that General Meeting of an alternate Delegate. Such notification is valid for that General Meeting only.
d) If a Delegate is unable to attend a General Meeting and the Club:
(i) has failed to provide notice in writing under rule 6.4(c); or
(ii) is otherwise unable to provide the Division secretary with notice at least 48 hours prior to the General Meeting,
the Club can not appoint an alternate Delegate. Any vote that such Delegate would have been entitled to cast may be cast by the other appointed Delegate from the Club.
e) The Division secretary shall record any change in Delegate in the Register.
f) Each Delegate shall comply with the directions given by a resolution of the Club appointing that Delegate, including in respect of voting and if required by the Board shall provide to the Board evidence of such compliance.
6.5 Effect of Membership
(a) All Members acknowledge and agree that:
(i) this Constitution constitutes a contract between each of them and the Division and that they are bound by this Constitution and the Regulations;
(ii) they shall comply with and observe this Constitution and the Regulations;
(iii) by submitting to this Constitution and the Regulations they are subject to the jurisdiction of the Division;
(iv) this Constitution and Regulations are necessary and reasonable for promoting the purposes of the Division; and
(v) they are entitled to all benefits, advantages, privileges and services of their membership as determined by the Board.
(b) All Members may by virtue of membership of the Division and subject to this Constitution:
(i) express in writing or otherwise their views and opinions in any meeting in respect of which they are entitled to participate in accordance with this Constitution;
(ii) make proposals or submissions to the Board;
(iii) engage and participate in any activity approved, sponsored or recognised by the Division; and
(iv) conduct any activity approved by the Division.
(c) A right, privilege or obligation of a Member by reason of their membership of the Division:
(i) is not capable of being transferred or transmitted to another Member; and
(ii) terminates upon the cessation of membership whether by resignation or otherwise.
7. SUBSCRIPTIONS AND FEES
a) Any fee payable by Clubs to the Division, the benefits which apply, the time for, and manner of payment, shall be determined by the Board from time to time.
b) The Board is empowered to prevent any Member whose fees are in arrears from exercising the whole or any of the rights or privileges of membership of the Division, including but not limited to the right to vote at General Meetings.
8.1 Division to Keep Register of Members
The Division shall keep and maintain a Register of Members in which shall be entered the full name and address of the Club; the date on which the club became a member; any other information determined by the Board; and for each former member, the date of ceasing to be a member.
8.2 Inspection of Register
Inspection of the Register will be available as provided by the Act and in accordance with rule 36(d).
8.3 Register to be kept by Clubs
Clubs shall maintain, in a form acceptable to the Division and with such details as are required by the Board, a register of all Affiliated Members of the Club. Such register shall be available for inspection (including copying) by the Board upon reasonable request.
9. RESIGNATION OF MEMBERS
9.1 Notice of Resignation
A Member who has paid all monies due and payable to the Division may resign from the Division by giving thirty days notice in writing to the Division of such intention to resign provided that they also resign from any membership of Bowls Victoria. Upon the expiration of that period of notice, the Member shall cease to be a member.
9.2 Expiration of Notice Period
Upon the expiration of a notice given under rule 9.1, an entry, recording the date on which the Member who gave notice ceased to be a Member, shall be recorded in the Register.
9.3 Resignation by failure to pay subscription
(a) A Member is taken to have resigned if:
(i) The Member's annual subscription is outstanding more than twelve months after the commencement of the Financial Year; or
(ii) If no annual subscription is payable:
(A) the secretary has made a written request to the Member to confirm that he or she wishes to remain a Member; and
(B) the Member has not, within three months after receiving that request, confirmed in writing that he or she wishes to remain a Member.
(b) Should a sufficient explanation be made to the Board for the failure to pay subscription or reason for not responding to a request, the Board shall have the power to restore the Membership upon payment of the amount due (if any).
9.4 Forfeiture of Rights
A Member which ceases to be a Member, for whatever reason, shall forfeit all right in and claim upon the Division and its property.
10. EXPULSION, SUSPENSION OR FINING OF MEMBERS
The Board has no power to discipline Members where that Member has:
(a) breached, failed, refused or neglected to comply with a provision of this Constitution or the Regulations;
(b) acted in a manner unbecoming of a Member prejudicial or prejudicial to the interests of Bowls Victoria, a Region, another Division or another Member; or
(c) brought Bowls, Bowls Victoria, a Region, another Division or another Member into disrepute.
Bowls Victoria has the power to discipline Members on the above grounds in accordance with the procedures set down in the Bowls Victoria constitution. All references to disciplinary procedures should be forwarded to Bowls Victoria for the Bowls Victoria Disciplinary Committee to administer.
PART III- GENERAL MEETINGS
11. ANNUAL GENERAL MEETINGS
11.1 Annual General Meeting to be Held
(a) The Division shall convene and hold an Annual General Meeting of its Members annually in accordance with the Act.
(b) The Annual General Meeting of the Division shall, subject to the Act and to rule 11.1(a), be convened on a date and at a venue to be determined by the Board.
In addition to any business required to be transacted at the Annual General Meeting under the Act, the business of the Annual General Meeting may (but, for the avoidance of doubt, it does not have to) include the following:
a) Confirmation of Minutes;
b) Chairman's Report;
c) Committee Reports;
d) Financial Report;
e) Election of Office Bearers;
f) Election of Committees;
h) Member Club Levy/Fees;
i) Bowls Programmes;
j) Divisional Championship Finals; and
k) any other business of which notice is given in accordance with this Constitution.
11.3 Additional Meetings
The Annual General Meeting shall be in addition to any other General Meetings that may be held in the same year. Any General Meeting other than the Annual General Meeting is a special general meeting.
12. GENERAL MEETINGS
12.1 General Meetings May be Held
(a) At least two General Meetings will be held annually by the Division.
(b) The Board may, whenever it thinks fit convene a General Meeting of the Division and, where but for this rule more than fifteen months would elapse between Annual General Meetings, it shall convene a General Meeting before the expiration of that period.
12.2 Request for General Meetings
a) The Board shall convene a General Meeting upon receiving a request in writing from not less than 25% of Clubs who would be entitled to vote at such General Meeting. The Board may also convene a General Meeting.
b) The request for a General Meeting shall be in writing and shall state the object(s) of the meeting and shall be signed by the Clubs making the request and be sent to the Chairman. The request may consist of several documents in a like form, each signed by one or more of the Clubs making the requisition.
c) If the Board does not cause a General Meeting to be held within thirty days after the date on which the request is sent to the Chairman, the Clubs making the request, or any of them, may convene a General Meeting to be held not later than sixty days after that date.
d) A General Meeting convened by Clubs under this Constitution shall be convened in the same manner, or as nearly as possible as that, in which General Meetings are convened by the Board. All reasonable expenses incurred in convening the meeting shall be refunded by the Division to the Clubs incurring the expenses.
13. NOTICE OF MEETINGS
13.1 Notice to be given for General Meetings
(a) The Division secretary shall, at least 21 days before the date fixed for holding a General Meeting, send to each Club entitled to vote at such meeting and each Director a notice in writing stating the place, date and time and the nature of the proposed business to be transacted at the meeting. Notice may be given in any form permitted under rule 30 35.
(b) Notice of a General Meeting must:
(i) state that the Member may appoint a proxy in accordance with rule 15.5; and
(ii) include a copy of any form that the Board has approved for the appointment of a proxy.
13.2 Business of Meeting
(a) No business other than that set out in the notice convening the meeting shall be transacted at the General Meeting.
(b) A Member desiring to bring any business before a meeting shall give at least 30 days notice in writing of that business to the Division which shall include that business in a notice calling the next General Meeting after the receipt of the notice.
14. PROCEEDINGS AT MEETINGS
(a) No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. A quorum for General Meetings of the Division shall be half the Clubs, represented by their Delegates present in person or by proxy and entitled to vote.
(b) If within half an hour after the appointed time for the commencement of a General Meeting, a quorum is not present, the meeting:
(i) if convened upon the requisition of Clubs, shall be dissolved; and
(ii) in any other case, shall stand adjourned to:
(A) the same day in the next week at the same time and (unless Members are notified of an alternate venue) at the same place; or
(B) any date, time and place determined by the chairperson;
and if at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, those Members present shall constitute a quorum.
14.2 Chairman to Chair
The Chairman shall chair each General Meeting of the Division. If the Chairman is absent or is unwilling to act, then the Directors present shall elect one of their number to preside as chairperson at the meeting.
14.3 Chairperson May Adjourn Meeting
(a) The chairperson of a General Meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other then the business left unfinished at the meeting at which the adjournment took place.
(b) Where a meeting is adjourned for 14 days or more, a notice of the adjourned meeting shall be given as in the case of the General Meeting. Except as provided in this rule, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.
14.4 Use of Technology
(a) A Member not physically present at a General Meeting may participate in the meeting by the use of technology that allows that Member and the Members present at the meeting to clearly and simultaneously communicate with each other.
(b) A Member participating in a General Meeting as permitted under rule 14.4 (a)is taken to be present at the meeting and, if the Member votes at the meeting, is taken to have voted in person.
15. VOTING AT GENERAL MEETINGS
15.1 Voting Rights
Subject to any other provision of this Constitution, at all General Meetings:
a) the only people entitled to vote are the Delegates; and
b) a Club is entitled to appoint two delegates however, notwithstanding anything in rule 15.4, only one vote may be cast on behalf of the Club.
15.2 Voting Procedure
a) Subject to this rule 15, votes at a General Meeting shall be given in person by those present and entitled to vote.
b) Subject to rule 15.4 all questions arising at a General Meeting shall be determined on a show of hands.
c) In the case of an equality of votes on a question, the motion shall fail. Neither the President nor the chairperson of the meeting is entitled to exercise a second or casting vote.
15.3 Recording of Determinations
When a declaration is made by the Chairperson that a resolution has, on a show of hands, been carried, carried unanimously, carried by a particular majority or lost, then an entry to that effect in the minute book of the Division is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
15.4 Poll at General Meetings
If a poll is demanded by the chairperson or any two Clubs, it shall be taken in such a manner and either at once or after an interval or adjournment or otherwise as the Chairperson directs. The result of the poll shall be the resolution of the meeting.
15.5 Proxy and Postal Voting
(a) If both the Club's Delegates are unable to attend a General Meeting, the Club may give its proxy to a Delegate from another Club or the Chair of the meeting. For voting by proxy to be valid, the Club must notify the Chairman of the details of its proxy, in writing on the form (if any) required not less than 24 hours before the General Meeting. A Delegate can carry no more than 5 proxy votes.
(b) Unless otherwise determined by the Board, there shall be no postal voting on any matter.
(a) The Board must ensure that minutes are taken and kept of each General Meeting.
(b) The minutes must record:
(i) the business considered at the meeting;
(ii) any resolution on which a vote is taken and the result of the vote; and
(iii) the names of persons present.
(c) In addition, the minutes of each Annual General Meeting must include:
(i) the financial statements submitted to the members in accordance with rule 11.2; and
(ii) any audited accounts and auditor's report or report of a review accompanying the financial statements that are required under the Act.
PART IV – BOARD
17.1 Powers of Board
(a) The affairs of the Division shall be managed by the Board constituted under rule 17.2
(b) Subject to this Constitution and the Act, the Board:
(1) shall control and manage the business and affairs of the Division;
(ii) may exercise all such powers and functions as may be exercised by the Division other than those powers and functions that are required by this Constitution to be exercised by the members in General Meeting; and
(iii) has power to perform all such acts and things as appear to the Board to be essential for the proper management of the business and affairs of the Division.
17.2 Composition of Board
(i) Chairman; and
(ii) Deputy Chairman;
(iv) three additional members.
The Chairman and Deputy Chairman cannot be of the same gender.
17.3 Term of Office
(a) Subject to rule 19 below, each Director shall take office from the conclusion of the Annual General Meeting at which they are elected and shall hold office until the conclusion of the next Annual General Meeting following their election.
(b) Directors are eligible for re-election however no Chairman may serve for more than four consecutive terms of one year. However, that Chairman shall be eligible to return to the Board following an absence of at least 12 months.
17.4 Casual Vacancy
In the event of a casual vacancy in the office of any Director, the Board may appoint an appropriate Affiliated Member of a Club to the vacant office and the person so appointed may continue in office up to the end of the term of the Director they are replacing.
18. ELECTION OF DIRECTORS
(a) The Board shall call for nominations at an appropriate time by sending notice to all Clubs in a manner determined by the Board.
(b) Candidates must:
(i) be aged 18 years or over; and
(ii) reside in Australia.
(c) Nominations of candidates for election as Directors must:
(i) come from Affiliated Members;
(ii) be made in writing on the form provided by the Division from time to time (if any);
(iii) specify the office the candidate is being nominated for;
(iv) be signed by Delegates representing two separate Clubs and accompanied by the written consent of the nominee; and
(v) be delivered to the Chairman or person nominated by the Board by the date specified in the call for nominations.
(d) If no more than one nomination is received for a vacancy on the Board, the person nominated shall be declared elected.
(e) If no person is nominated for a vacancy on the Board, then that vacancy will be deemed a casual vacancy under rule 17.4.
(f) If the number of nominations for a Board vacancy exceeds one, voting papers shall be prepared containing the names of the candidates in alphabetical order nominated for each vacant position on the Board. Voting shall be conducted at the Annual General Meeting in such a manner and by such a method as determined by the Board from time to time.
19. VACANCY ON THE BOARD
19 .1 Grounds for Termination of Director
For the purposes of this Constitution, the office of a Director becomes vacant if the Director:
(a) ceases to be an Affiliated Member of a Club;
(b) resigns their office by notice in writing given to the Division;
(c) becomes bankrupt
(d) is subject to any sanction by Bowls Victoria under the Bowls Victoria constitution;
(e) is directly or indirectly interested in any contract or proposed contract with the Division and, in the opinion of the Board, has deliberately, recklessly or negligently failed to declare the nature of his interest;
(f) is removed from office in accordance with this Constitution;
(g) dies or becomes of unsound mind or a person whose person or estate is liable to be dealt with in anyway under the law relating to mental health;
(h) would be prohibited from being a director of a company under the Corporations Act 2001 (Cth); or
(i) fails to attend three consecutive meetings of the Board without having previously obtained leave of absence in accordance with rule 20.5 or provided reasonable excuse for such absence.
19.2 Removal of Director
(a) The Division in a General Meeting may by Special Resolution remove any Director, before the expiration of their term of office and appoint another Director in their place to hold office until the expiration of the term of the first mentioned Director.
(b) Where the Director to whom a proposed resolution referred to in rule 19.2(a) makes representations in writing to the Chairman and requests that such representations be notified to the Members, the Chairman may send a copy of the representations to each Club and if they are not so sent, the Director may require that they be read out at the meeting, and the representations shall be so read.