CONSTITUTION CLAUSES 20 to 37
20. QUORUM AND PROCEDURE AT BOARD MEETINGS
20.1 Convening a Board Meeting
(a) The Board shall meet as often as is deemed necessary for the dispatch of business. Subject to this Constitution, in particular this rule 20, the Board may regulate its meetings as it thinks fit.
(b) Unless all Directors agree to hold a meeting at shorter notice (which agreement shall be sufficiently evidenced in writing or by their presence) not less than two days written notice of a Board meeting shall be given to each Director.
(c) Written notice of each Board meeting, specifying the general nature of the business to be transacted, shall be served on each Director by:
(i) delivering it to that Director personally;
(ii) sending it in writing, by facsimile or other means of electronic communication (subject to receiving appropriate confirmation that the notice has been effectively dispatched);
in accordance with the Director's last notified contact details.
(d) Notice may be given of more than one Board meeting at the same time.
20.2 Urgent Board Meetings
(a) In cases of urgency, a meeting can be held without notice being given in accordance with rule 20.1 providing that as much notice as practicable is given to each Director by the quickest means practicable.
(b) Any resolution made at an urgent Board meeting must be passed by an absolute majority of the Board.
(a) A majority of the Directors constitute a quorum for the transaction of the business of a meeting of the Board.
(b) No business shall be transacted 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 shall stand adjourned to the same place and at the same hour of the same day in the following week, or any date, time and place determined by the Chairman.
(c) The Board may act notwithstanding any casual vacancy. However, if there are casual vacancies in the office of a Director such that the number of remaining Directors is not sufficient to constitute a quorum at a meeting of the Board, those Directors may act only for the purpose of increasing the number of Directors to a number sufficient to constitute such a quorum.
20.4 Procedures at Board meetings
(a) At meetings of the Board, the Chairman shall chair the meeting. If the Chairman is absent or unwilling to act, the Board shall appoint one of its members to chair the meeting.
(b) Questions arising at a meeting of the Board shall be determined on a show of hands or, if demanded by a Director, by a poll taken in such manner as the person presiding at the meeting may determine.
(c) Each Director present at a meeting of the Board (including the person presiding at the meeting) is entitled to one vote. In the event of an equality of votes on any question, the motion shall fail; neither the Chairman nor chair may exercise a second or casting vote.
(d) Voting by proxy is not permitted.
(e) A resolution in writing signed or assented to by facsimile or other form of electronic communication by all the voting members of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form each signed by one or more of the Directors.
(f) Without limiting the power of the Board to regulate its meetings as it thinks fit, a meeting of the Board may be held where one or more of the Directors is not physically present at the meeting, provided that:
(i) all persons participating in the meeting are able to communicate with each other effectively, simultaneously and instantaneously whether by means of telephone or other form of communication;
(ii) notice of the meeting is given to all the Directors entitled to notice in accordance with the usual procedures agreed upon or laid down from time to time by the Board;
(iii) in the event that a failure in communications prevents condition (i) from being satisfied by that 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 rule to be held then the meeting shall be suspended until condition (i) is satisfied again. If such condition is not satisfied within fifteen minutes from the interruption the meeting shall be deemed to have terminated; and
(iv) any meeting held where one or more of the Directors is not physically present shall be deemed to be held at the place specified in the notice of meeting provided a Director is there present and if no Director is there present the meeting shall be deemed to be held at the place where the chairperson of the meeting is located.
20.5 Leave of absence
(a) The Board may grant a Director leave of absence from Board meetings for a period not exceeding three months.
(b) The Board must not grant leave of absence retrospectively unless it is satisfied that it was not feasible for the Director to seek the leave in advance.
21. Interests of the members of the Board
21.1 Material Personal Interests
(a) A Director who has a material personal interest in a matter being considered at a Board meeting must disclose the nature and extent of that interest to the Board.
(b) A Director with such a material personal interest must not:
(i) be present while the matter is being considered at the meeting; and
(ii) must not vote on the matter.
(c) This rule 21.1 does not apply to a material personal interest that:
(i) exists only because the Director belongs to a class of persons for whose benefit the Division is established; or
(ii) that the Director has in common with all, or a substantial proportion of the Members.
(d) A general notice that a Director is to be regarded as having a material personal interest in a matter being considered is sufficient declaration for such Director and the said matter. After such general notice it is not necessary for such Director to give a special notice relating to the said matter.
(e) It is the duty of the Division Secretary to record in the minutes any declaration made or any general notice as aforesaid given by a Director in accordance with this rule 21.2.
21.2 Financial Interest
(a) A Director is disqualified from:
(i) holding any place of profit or position of employment in the Division, or in any company or incorporated association in which the Division is a shareholder or otherwise interested; or
(ii) contracting with the Division either as vendor, purchaser or otherwise,
except with express resolution of approval of the Board. Any contract or arrangement in which any Director is in any way interested which is entered into by or on behalf of the Division without the approval of the Board, will be voided for such reason.
(b) The nature of the interest of such Director must be declared by the Director at the meeting of the Board at which the contract or arrangement is first taken into consideration if the interest then exists or in any other case at the first meeting of the Board after the acquisition of the interest.
(c) A general notice that a Director is a member of any specified firm or company and is to be regarded as interested in all transactions with that firm or company is sufficient declaration under this rule for such Director and the said transactions. After such general notice it is not necessary for such Director to give a special notice relating to any particular transaction with that firm or company.
(d) It is the duty of the Division secretary to record in the minutes any declaration made or any general notice as aforesaid given by a Director in accordance with this rule 21.2.
A Director notwithstanding the interest may be counted in the quorum present at any meeting but cannot vote in respect of any contract or arrangement in which the Director is interested. If the Director votes, the vote shall not be counted.
22. DELEGATED POWERS
22.1 Board May Delegate Functions
(a) The Board may, by instrument in writing, create, establish or appoint special committees, individual officers and consultants to carry out specific duties and functions. In the establishing instrument, the Board may delegate such functions as are specified in the instrument, other than:
(i) this power of delegation; and
(ii) a function imposed on the Board by the Act, any other law, this Constitution, or by resolution of the Division in a General Meeting.
(b) At any time the Board may, by instrument in writing, revoke wholly or in part any delegation made under this clause. It may amend or repeal any decision made by a body or person under this clause.
22.2 Exercise of Delegated Functions
(a) A function, the exercise of which has been delegated under this clause, may, while the delegation remains unrevoked, be exercised from time to time in accordance with the terms of the delegation.
(b) A delegation under this clause may be made subject to certain conditions or limitations regarding the exercise of any function. These may be specified in the delegation.
22.3 Procedure of Delegated Entity
The procedures for any entity exercising delegated power shall, subject to this Constitution and with any necessary or incidental amendment, be the same as that applicable to meetings of the Board under clause 19. The entity exercising delegated powers shall make decisions in accordance with the Objects, and it shall promptly provide the Board with details of all material decisions. The entity shall also provide any other reports, minutes and information required by the Board.
(a) As set out in rule 22.1. the Board may establish and delegate any of its functions, powers or duties (except this power to delegate) to such committees as it thinks fit. The Board may recall or revoke any such delegation or appointment and may amend or repeal any decision made by such committee.
(b) The Board shall determine in writing the duties and powers afforded to any committee and the committee shall, in the exercise of such delegated powers, conform to any directions or Regulations that may be prescribed by the Board.
(c) A Director or the Chairman shall be ex-officio members of any committee so appointed.
23.1 General Duties
(a) As soon as practicable after being elected or appointed to the Board, each Director must become familiar with this Constitution and the Act.
(b) The Board is collectively responsible for ensuring that the Division complies with the Act and that individual members of the Board comply with this Constitution.
(c) In addition to any duties imposed by this Constitution, a Director must perform any other duties imposed from time to time by resolution at a General Meeting.
(d) The Board must ensure that the Division complies with all requirements in the Act regarding financial statements.
(a) Together with other responsibilities as listed in this constitution the Secretary will be responsible for the duties of the Public Officer in the previous legislation.
(b) The secretary must give the registrar notice of his or her appointment within 14 days after the appointment.
(c) If the position of secretary becomes vacant, the Board must appoint a person to the position within 14 days after the vacancy arises.
The Treasurer must:
(a) receive all moneys paid to or received by the Division and issue receipts for those moneys in the name of the Division; and
(b) ensure that all moneys received are paid into the account of the Division within 5 working days after receipt;
(c) make any payments authorised by the Board or by a General Meeting of the Division from the Division's funds;
(d) ensure that the financial records of the Division are kept in accordance with the Act;
(e) coordinate the preparation of the financial statements of the Division and their submission to the Annual General Meeting of the Division;
(f) ensure that at least one other Director has access to the accounts and financial records of the Division; and
(g) keep in their custody or under their control:
(i) the financial records for the current financial year; and
(ii) any other financial records as authorised by the Board.
In this constitution the responsibilities of the Secretary and Treasurer are allocated to the same Director.
24. MINUTES OF BOARD MEETINGS
(a) The Board must ensure that minutes are taken and kept of each Board 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) any interest declared under rules 21.1 or 21.2.
PART V - MISCELLANEOUS
25. GRIEVANCE PROCEDURES
(a) The grievance procedure set out in this rule applies to disputes under this Constitution between:
(i) a Member and another Member; or
(ii) a Member and the Division.
(b) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within fourteen days after the dispute comes to the attention of all of the parties.
(c) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
(d) The mediator must be:
(i) a person chosen by agreement between the parties; or
(ii) in the absence of agreement:
(A) in the case of a dispute between a Member and another Member, a person appointed by the Board ; or
(B) in the case of a dispute between a Member and the Division, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
(e) An Affiliated Member of a Club can be a mediator.
(f) The mediator cannot be an Affiliated Member of a Club who is a party to the dispute.
(g) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
(h) The mediator, in conducting the mediation, must:
(i) give the parties to the mediation process every opportunity to be heard; and
(ii) allow due consideration by all parties of any written statement submitted by any party; and
(iii) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
(i) The mediator must not determine the dispute.
(j) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
26. SOURCES OF FUNDS
The funds of the Division shall be derived from fees paid by Members, donations and such other sources as the Board determines from time to time.
- MANAGEMENT OF FUNDS
(a) The Division must open an account with a financial institution from which all expenditure of the Division is made and into which all of the Division's revenue is deposited.
(b) The Board may authorise the Treasurer to expend funds on behalf of the Division up to a specified limit without requiring approval from the Board for each item on which the funds are expended.
(c) All funds of the Division must be deposited into the financial account of the Division no later than five working days after the receipt.
(d) With the approval of the Board, the Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.
28. APPLICATION OF INCOME
(a) The income and property of the Division shall be applied solely towards the promotion of the purposes of the Division as set out in this Constitution.
(b) No portion of the income or property of the Division shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise to any Member, but this shall not preclude payment to a Member in good faith for expenses incurred or services rendered.
29. SIGNING OF NEGOTIABLE INSTRUMENTS
All cheques and other negotiable instruments shall be signed by two Directors or in such other manner approved by the Board from time to time.
30. COMMON SEAL
(a) The Division may have a Seal upon which its corporate name shall appear in legible characters. The Board will keep custody of the Seal.
(b) The Seal shall not be used without the express authorisation of the Board. Every use of the Seal shall be recorded in the Board's minute book. Two Directors must witness every use of the Seal, unless the Board determines otherwise.
31. REGISTERED ADDRESS
The registered address of the Division is:
(a) the address determined from time to time by resolution of the Board; or
(b) if the Board has not determined an address to be the registered address, the postal address of the secretary.
32. ALTERATION OF CONSTITUTION
(a) Any proposed alteration to this Constitution shall be notified to the Board of Bowls Victoria by the Division secretary for approval before any further action can be taken. For the avoidance of doubt, Bowls Victoria may accept or reject (in its absolute discretion) any proposed alteration to this Constitution prior to it being put to the Members.
(b) If Bowls Victoria approves a proposed alteration to this Constitution, the Division will notify Members of the proposed change. The Constitution can not be altered except by Special Resolution.
(c) Within one month of a Special Resolution being put to the Members, the Division must notify the outcome to Bowls Victoria in writing.
(a) The Division may be wound up voluntarily by special resolution
(b) In the event of the Division being wound up, the liability of the Members shall be limited to any outstanding monies due and payable to the Division. No other amount shall be payable by the Members.
(c) If upon winding up or dissolution of the Division, there remains, after satisfaction of all its debts and liabilities, any property, the same shall not be paid to or distributed amongst the Members, but shall be given or transferred to some other organisation having purposes similar to the purposes of the Division and which prohibits the distribution of its or their income and property among its or their members and which is also not carried on for the profit or gain to its members. Such body or bodies will be determined by the Members at or before the time of dissolution, and in default thereof by such judge of the Supreme Court of Victoria as may have or acquire jurisdiction in the matter. Such body or bodies may include Bowls Victoria or other Divisions of Bowls Victoria.
(a) Every Director and employee of the Division shall be indemnified out of the property and assets of the Division against any liability incurred by him/her in his/her capacity as Director or employee in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted or in connection with any application in relation to any such proceedings in which relief is granted to him or her by the Court.
(b) The Division shall indemnify its Directors and employees against all damages and costs (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:
(i) in the case of a Director, performed or made whilst acting on behalf of and with the authority, express or implied of the Division; and
(ii) in the case of an employee, performed or made in the course of, and within the scope of his or her employment by the Division.
35. SERVICE OF NOTICES
(a) Notices may be given to Members by sending the notice by post or facsimile transmission or where available, by electronic mail, to the Member’s address or facsimile number or electronic mail address shown in the Register.
(b) Where a notice is sent by post, service of the notice shall be deemed to be effected at the time the letter would have been delivered in the ordinary course of post.
(c) Where a notice is sent by facsimile transmission, service of the notice shall be deemed to be effected upon receipt of a confirmation report confirming the facsimile was sent to the correct facsimile number.
(d) Where a notice is sent by electronic mail, service of the notice shall be deemed to be effected by properly addressing and upon receipt of a confirmation report confirming the electronic mail message was received at the electronic mail address to which it was sent.
36. CUSTODY OF BOOKS AND OTHER DOCUMENTS
(a) Except as otherwise provided in this Constitution, the Board shall provide for the retention of all books, minutes, documents and securities of the Division.
(b) If requested by a Member, the Board must permit such Member to inspect:
(i) the rules of the Division;
(ii) the minutes of each General Meeting.
(c) Upon written request and payment of a fee determined by the Board from time to time, a Member may obtain a copy of the documents listed at rule 36 (b).
(d) If requested by a Member and subject to the Act, the Board must permit such Member to inspect the register of members.
(e) Subject to the Act and rule 36(b) and 36(d), no Member is entitled to inspect the accounts, books, securities and other Relevant Documents of the Division, unless authorised in writing by the Board.
(a) The Board may make Regulations and alter, amend or rescind the same as occasions may require, and enforce penalties for their breach. Such Regulations shall have the same force and effect as this Constitution, but shall not be in any way oppose or be in conflict with this Constitution. Such Regulations shall be available for inspection in the Division premises.
(b) Amendments, alterations, interpretation or other changes to Regulations shall be advised to Members by means of notice approved by the Directors. Notices shall be binding upon all Members.