PART II – TITLE AND OBJECTIVES
6. Membership entitlements not transferable
12. Right of appeal of disciplined member
14. Constitution and membership
15 Election of Committee members
19. Removal of Committee members
20. Committee meetings and quorum
21. Delegation by Committee to sub-Committee
23. Annual General Meetings—holding of
24. Annual General Meetings—calling of and business at
25. General Meetings—calling of
27. General Meetings—procedure and quorum
35. Alteration of objects and rules
1.1 In these rules, unless a contrary intention appears:
a. “financial year” means the year ending on 31 December;
b. “the ACT Gymnastics Association (ACTGA)” means the Association of that name established in the Australian Capital Territory in 1982 and incorporated in 1984;
c. “the Club” means the Woden Valley Gymnastics Club (WVGC);
d. “member” means a member, however described, of the Club;
e. “ordinary Committee member” means a member of the Committee who is not an office-bearer of the Club;
f. “Secretary” means the person holding office under these rules as Secretary of the Club or, where no such person holds that office, the public officer of the Club;
g. “the Act” means the Associations Incorporation Act 1991;
h. “the Regulations” means the Associations Incorporation Regulations.
1.2 In these rules:
a. a reference to a function includes a reference to a power, authority and duty;
b. a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority or the performance of the duty; and
c. a reference to “in writing” or “pre-paid post” includes electronic communication in the form of an e:mail to the last notified e:mail address.
1.3 The provisions of the Interpretation Act 1967 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.
2.1 The Club is registered as the Woden Valley Gymnastics Association (Incorporated) but will trade as Woden Valley Gymnastics Club (Incorporated), hereinafter called “the Club”.
3.1 The primary objective of the Club is to provide quality gymnastics programs for people of all ages and abilities in the Canberra region and to promote and facilitate the sport of gymnastics and related activities within the ACT.
4.1 A person is qualified to be a member if:
a. the person supports the Club’s primary objective and is prepared to further that objective; and
b. the person is a technical member registered with the ACTGA as a gymnast, coach, judge or other official of the Club; or
c. the person is a parent or guardian of any gymnast who is registered with the ACTGA as a member of the Club.
5.1 A person shall automatically qualify for membership of the Club when that person pays the annual registration fee to the ACTGA as a gymnast, coach, judge or other official and is recorded as a member of the Club.
5.2 A person who supports the Club’s primary objective and is prepared to further that objective and who is a parent or guardian of any gymnast who is registered with the ACTGA as a member of the Club shall be eligible to be a member of the Club by paying the initial joining fee and the annual membership fee.
5.3 A nomination of a person for membership may be made at any time in writing to the Committee. Where the Committee determines to approve a nomination for membership, the Secretary shall request the nominee to pay the sum payable under these rules by a member as the joining fee and the annual membership fee.
5.4 The Secretary shall, on payment by the nominee of the amounts referred to in sub-rule 5.3, enter the nominee’s name in the register of members and, upon the name being so entered, the nominee shall become a member of the Club.
5.5 Membership shall be confirmed by the out-going Committee at the Annual General Meeting.
6.1 A right, privilege or obligation which a person has by reason of being a member of the Club:
a. is not capable of being transferred or transmitted to another person; and
b. terminates upon cessation of the person’s membership.
7.1 A person ceases to be a member of the Club if the person:
a. dies or if the Club is wound up; or
b. resigns from membership of the Club; or
c. does not re-register with the ACTGA as a gymnast, coach, judge or other official of the Club; or
d. does not register for membership when registering their child as a gymnast with the ACTGA and as a gymnast of the Club; or
e. is expelled from the Club; or
f. fails to pay the annual membership fee of the Club when registering their child with the ACTGA as a gymnast of the Club.
8.1 A member is not entitled to resign from membership of the Club except in accordance with this rule.
8.2 A member who has paid all amounts payable by the member to the Club may resign from membership of the Club by first giving notice (being not less than 1 month) in writing to the Secretary of the member’s intention to resign and, upon the expiration of the period of notice, the member ceases to be a member.
8.3 Where a person ceases to be a member, the Secretary shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
9.1 The fee to join the Club as a member is $2.
9.2 The annual membership fee of the Club shall be determined by a resolution of members at the Annual General Meeting and may be altered from time to time.
9.3 The annual membership fee is payable:
a. at the time a gymnast is registered by a parent or guardian with the ACTGA as a gymnast of the Club; and/or
b. at the Annual General Meeting each year; and/or
c. at the time of notification of acceptance by the Committee of a nomination.
10.1 As a person cannot be a member unless registration fees are fully paid to the ACTGA or joining and annual membership fees are paid to the Club, there is no liability of a member 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.
11.1 Where the Committee is of the opinion that a member:
a. has refused or neglected to comply with a provision of these rules; or
b. has acted in a manner prejudicial to the interests of the Club, the Committee may, by resolution:
I.suspend the member from such rights and privileges of membership of the Club as the Committee may determine for a specified period; or
II. expel the member from the Club.
11.2 A resolution of the Committee under sub-rule 11.1 is of no effect unless the Committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under sub-rule 11.3, confirms the resolution in accordance with this rule.
11.3 Where the Committee passes a resolution under sub-rule 11.1, the Secretary shall, as soon as practicable, cause a notice in writing to be served on the member:
a. setting out the resolution of the Committee and the grounds on which it is based;
b. stating that the member may address the Committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;
c. stating the date, place and time of that meeting; and
d. informing the member that the member may do either or both of the following:
I. attend and speak at that meeting;
II. submit to the Committee at or prior to the date of that meeting written representations relating to the resolution.
11.4 Subject to section 50 of the Act, at a meeting of the Committee mentioned in sub-rule 11.2, the Committee shall:
a. give to the member mentioned in sub-rule 11.1 an opportunity to make oral representations;
b. give due consideration to any written representations submitted to the Committee by that member at or prior to the meeting; and
c. by resolution determine whether to confirm or to revoke the resolution of the Committee made under sub-rule 11.1.
11.5 Where the Committee confirms a resolution under sub-rule 11.4, the Secretary shall, within 7 days after that confirmation, by notice in writing inform the member of that confirmation and of the member’s right of appeal under rule 12.
11.6 A resolution confirmed by the Committee under sub-rule 11.4 does not take effect:
a. until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
b. where within that period the member exercises the right of appeal, unless and until the Club confirms the resolution in accordance with sub-rule 12.4.
12.1 A member may appeal to the Club in General Meeting against a resolution of the Committee which is confirmed under sub-rule 11.4, within 7 days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect.
12.2 Upon receipt of a notice under sub-rule 12.1, the Secretary shall notify the Committee which shall convene a General Meeting of the Club to be held within 21 days after the date on which the Secretary received the notice or as soon as possible after that date.
12.3 Subject to section 50 of the Act, at a General Meeting of the Club convened under sub-rule 12.2:
a. no business other than the question of the appeal shall be transacted;
b. the Committee and the member shall be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and
c. the members present shall vote by secret ballot on the question of whether the resolution made under sub-rule 11.4 should be confirmed or revoked.
12.4 If the meeting passes a special resolution in favour of the confirmation of the resolution made under sub-rule 11.4, that resolution is confirmed.
13.1 The Committee, subject to the Act, the Regulations, these rules, and to any resolution passed by the Club in General Meeting:
a. shall control and manage the affairs of the Club;
b. may exercise all such functions as may be exercised by the Club other than those functions that are required by these rules to be exercised by the Club in General Meeting; 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.
14.1 The Committee shall consist of:
a. the office-bearers of the Club; and
b. three or more ordinary Committee members, where all Program Mangers and the Office Manger are included; each of whom shall be elected pursuant to rule 15 or appointed in accordance with sub-rule 14.4.
14.2 The office-bearers of the Club shall be:
a. the President;
b. the Vice-President;
c. the Secretary; and
d. the Treasurer.
14.3 Each member of the Committee shall, subject to these rules, hold office until the conclusion of the Annual General Meeting following the date of the member’s election, but is eligible for re-election.
14.4 In the event of a vacancy 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, subject to these rules, until the conclusion of the Annual General Meeting next following the date of the appointment.
15.1 Nominations of candidates for election as office-bearers of the Club or as ordinary Committee members:
a. shall be made in writing, signed by two members of the Club and accompanied by the written consent of the candidate (which may be endorsed on the nomination form); and
b. shall be delivered to the Secretary of the Club not less than seven days before the date fixed for the Annual General Meeting at which the election is to take place.
15.2 If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the Annual General Meeting.
15.3 If insufficient further nominations are received, any vacant positions remaining on the Committee shall be deemed to be vacancies.
15.4 If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be taken to be elected.
15.5 If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.
15.6 The ballot for the election of office-bearers and ordinary Committee members shall be conducted at the Annual General Meeting in such manner as the Committee may direct.
15.7 A person is not eligible to simultaneously hold more than one position on the Committee.
16.1 The Secretary of the Club shall, as soon as practicable after being appointed as Secretary, notify the Club of his or her address.
16.2 The Secretary shall keep minutes of:
a. all elections and appointments of office-bearers and ordinary Committee members;
b. the names of members of the Committee present at a Committee meeting or a General Meeting; and
c. all proceedings at Committee meetings and General Meetings.
16.3 Minutes of proceedings at a meeting shall be signed by the person presiding at the meeting or by the person presiding at the next succeeding meeting.
17.1 The Treasurer of the Club shall:
a. supervise the collection and receipt of all moneys due to the Club and supervise payments as authorised by the Club; and
b. supervise the keeping of correct accounts and books showing the financial affairs of the Club with full details of all receipts and expenditure connected with the activities of the Club.
18.1 For the purposes of these rules, a vacancy in the office of a member of the Committee occurs if the member:
a. dies;
b. ceases to be a member of the Club;
c. resigns the office;
d. is removed from office pursuant to rule 19;
e. becomes an insolvent under administration within the meaning of the Corporations Law;
f. suffers from mental or physical incapacity;
g. is disqualified from office under subsection 63 (1) of the Act; or
h. is absent without the consent of the Committee from all meetings of the Committee held during a period of six months.
19.1 The Club in General Meeting may by resolution, subject to section 50 of the Act, remove any member of the Committee from the office of member of the Committee before the expiration of the member’s term of office.
20.1 The Committee shall meet at least three times in each calendar year at such place and time as the Committee may determine.
20.2 Additional meetings of the Committee may be convened by any member of the Committee.
20.3 Oral or written notice of a meeting of the Committee shall be given by the Secretary to each member of the Committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the Committee) before the time appointed for the holding of the meeting.
20.4 Notice of a meeting given under sub-rule 20.3 shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the Committee members present at the meeting unanimously agree to treat as urgent business.
20.5 Any three members of the Committee shall constitute a quorum for the transaction of the business of a meeting of the Committee.
20.6 No business shall be transacted by the Committee unless a quorum is present and if within half an hour after the time appointed for the meeting a quorum is not present the meeting stands adjourned to the same place and at the same hour of the same day in the following week.
20.7 If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting shall be dissolved.
20.8 At meetings of the Committee:
a. the President or in the absence of the President, the Vice-President shall preside; or
b. if the President and the Vice-President are absent, one of the remaining members of the Committee may be chosen by the members present to preside.
21.1 The Committee may, by instrument in writing, delegate to 1 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 instrument, other than:
a. this power of delegation; and
b. a function which is a function imposed on the Committee by the Act, by any other law of the Territory, or by resolution of the Club in General Meeting.
21.2 A function, the exercise of which has been delegated to a sub-Committee under this rule may, while the delegation remains un-revoked, be exercised from time to time by the sub-Committee in accordance with the terms of the delegation.
21.3 A delegation under this rule may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
21.4 Notwithstanding any delegation under this rule, the Committee may continue to exercise any function delegated.
21.5 Any act or thing done or suffered by a sub-Committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the Committee.
21.6 The Committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
21.7 A sub-Committee may meet and adjourn as it thinks proper.
22.1 Questions arising at a meeting of the Committee or of any sub-Committee appointed by the Committee shall be determined by a majority of the votes of members of the Committee or sub-Committee present at the meeting.
22.2 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 but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
22.3 Subject to sub-rule 20.5, the Committee may act notwithstanding any vacancy on the Committee.
22.4 Any act or thing done or suffered, or purporting to have been done or suffered, by the Committee or by a sub-Committee appointed by the Committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Committee or sub-Committee.
23.1 With the exception of the first Annual General Meeting of the Club, the Club shall, at least once in each calendar year and within the period of 5 months after the expiration of each financial year of the Club, convene an Annual General Meeting of its members.
23.2 The Club shall hold its first Annual General Meeting:
a. within the period of 18 months after its incorporation under the Act; and
b. within the period of five months after the expiration of the first financial year of the Club.
23.3 Sub-rules 23.1 and 23.2 have effect subject to the powers of the Registrar-General under section 120 of the Act in relation to extensions of time.
24.1 The Annual General Meeting of the Club shall, subject to the Act, be convened on such date and at such place and time as the Committee thinks fit.
24.2 In addition to any other business which may be transacted at an Annual General Meeting, the business of an Annual General Meeting shall be:
a. to confirm the minutes of the last preceding Annual General Meeting and of any General Meeting held since that meeting;
b. to receive from the Committee reports on the activities of the Club during the last preceding financial year;
c. to elect members of the Committee, including office-bearers; and
d. to receive and consider the statement of accounts and the reports that are required to be submitted to members pursuant to subsection 73 (1) of the Act.
24.3 An Annual General Meeting shall be specified as such in the notice convening it in accordance with rule 26.
24.4 An Annual General Meeting shall be conducted in accordance with the provisions of this Part.
25.1 The Committee may, whenever it thinks fit, convene a General Meeting of the Club.
25.2 The Committee shall, on the requisition in writing of not less than five per cent of the total number of members, convene a General Meeting of the Club.
25.3 A requisition of members for a General Meeting:
a. shall state the purpose or purposes of the meeting;
b. shall be signed by the members making the requisition;
c. shall be lodged with the Secretary; and
d. may consist of several documents in a similar form, each signed by 1 or more of the members making the requisition.
25.4 If the Committee fails to convene a General Meeting within one month of 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 months after that date.
25.5 A General Meeting convened by a member or members referred to in sub-rule 25.4 shall be convened as nearly as is practicable in the same manner as General Meetings are convened by the Committee and any member who thereby incurs expense is entitled to be reimbursed by the Club for any reasonable expense so incurred.
26.1 Except where the nature of the business proposed to be dealt with at a General Meeting requires a special resolution of the Club, the Secretary shall, at least 14 days before the date fixed for the holding of the General Meeting, notify each member appearing in the register of members, details specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
26.2 Where the nature of the business proposed to be dealt with at a General Meeting requires a special resolution of the Club, the Secretary shall, at least 21 days before the date fixed for the holding of the General Meeting, notice each member in the manner provided in sub-rule 26.1 specifying, in addition to the matter required under that sub-rule, the intention to propose the resolution as a special resolution.
26.3 No business other than that specified in the notice convening a General Meeting shall be transacted at the meeting except, in the case of an Annual General Meeting, business which may be transacted pursuant to sub-rule 24.2.
26.4 A member desiring to bring any business before a General Meeting may give notice in writing of that business to the Secretary who shall include that business in the next notice calling a General Meeting given after receipt of the notice from the member.
27.1 No item of business shall be transacted at a General Meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
27.2 Five members present in person (being members entitled under these rules to vote at a General Meeting) constitute a quorum for the transaction of the business of a General Meeting.
27.3 If within half an hour after the appointed time for the commencement of a General Meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
27.4 If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than three) shall constitute a quorum.
28.1 The President, or in the absence of the President, the Vice-President, shall preside at each General Meeting of the Club.
28.2 If the President and the Vice-President are absent from a General Meeting, the members present shall elect one of their number to preside at the meeting.
29.1 The person presiding at a General Meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
29.2 Where a General Meeting is adjourned for 14 days or more, the Secretary shall give written or oral notice of the adjourned meeting to each member of the Club stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
29.3 Except as provided in sub-rules 29.1 and 29.2, notice of an adjournment of a General Meeting or of the business to be transacted at an adjourned meeting is not required to be given.
30.1 A question arising at a General Meeting of the Club shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the person presiding that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Club, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
30.2 At a General Meeting of the Club, a poll may be demanded by the person presiding or by not less than 3 members present in person or by proxy at the meeting.
30.3 Where the poll is demanded at a General Meeting, the poll shall be taken:
a. immediately in the case of a poll which relates to the election of the person to preside at the meeting or to the question of an adjournment; or
b. in any other case, in such manner and at such time before the close of the meeting as the person presiding directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.
31.1 Subject to sub-rule 31.3, upon any question arising at a General Meeting of the Club a member has one vote only.
31.2 All votes shall be given personally or by proxy but no member may hold more than five proxies.
31.3 In the case of an equality of votes on a question at a General Meeting, the person presiding is entitled to exercise a second or casting vote.
31.4 A member or proxy is not entitled to vote at any General Meeting of the Club unless all money due and payable by the member or proxy to the Club has been paid, other than the amount of the annual subscription payable in respect of the then current year.
31.5 A member or proxy is not entitled to vote at any General Meeting of the Club unless the member is eighteen years of age or older.
32.1 Each member shall be entitled to appoint another member as proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
32.1 The notice appointing the proxy shall be set out in writing.
33.1 The funds of the Club shall be derived from tuition fees and annual subscriptions of members, donations and, subject to any resolution passed by the Club in General Meeting and subject to section 114 of the Act, such other sources as the Committee determines.
33.2 All money received by the Club shall be deposited as soon as practicable and without deduction to the credit of the Club’s bank account.
33.3 The Club shall, as soon as practicable after receiving any money, issue an appropriate receipt.
34.1 Subject to any resolution passed by the Club in General Meeting, the funds of the Club shall be used in pursuance of the objects of the Club in such manner as the Committee determines.
34.2 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two members of the Committee or employees of the Club, being members of the Committee or employees authorised to do so by the Committee.
34.3 All major expenditure over an amount specified by the Committee, will be authorized by the Committee before that expenditure. Decisions made by the Committee will be recorded in the Minutes of that meeting.
35.1 Neither the objects of the Club referred to in section 29 of the Act nor these rules shall be altered except in accordance with the Act.
36.1 The common seal of the Club shall be kept in the custody of the Secretary.
36.2 The common seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the common seal shall be attested by the signatures either of two members of the Committee or of one member of the Committee and of the Secretary.
37.1 Subject to the Act, the Regulations and these rules, the Secretary shall keep in his or her custody or under his or her control all records, books, and other documents relating to the Club.
38.1 The records, books and other documents of the Club shall be open to inspection at a place in the Territory, free of charge, by a member of the Club at any reasonable hour.
39.1 For the purpose of these rules, a notice may be served by or on behalf of the Club upon any member either personally, by sending it by post to the member at the member’s address shown in the register of members or technically to the e:mail address shown in the register of members.
39.2 Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
40.1 At the first General Meeting of the Club, the Club has passed a special resolution nominating:
a. the ACTGA for the purpose of paragraph 92 (1) (a) of the Act; or
b. an association having objectives that are substantially the same as the Club for the purpose of paragraph 92 (1) (b) of the Act, in which it is to vest its surplus property in the event of the dissolution or winding up of the Club.
40.2 The ACTGA nominated under paragraph 40.1.a fulfils the requirements specified in subsection 92 (2) of the Act.