Constitution

Bulleen Templestowe Basketball Club
Rules of Association
Bulleen-Templestowe Basketball Club Incorporated
Revised August 2012 (v1.1, 7th August 2012)
Document Purpose
This document contains the Rules of Association for the Bulleen Templestowe Basketball
Club, Incorporated as required under the Associations Incorporation Act (Vic.) 1981 and
as passed by a General Meeting of the Association.
These Rules may also be referred to as the Constitution of the Association.
Bulleen-Templestowe Basketball Club, Inc.
ABN 12 575 989 216
www.bulleenboomers.com.au
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BTBC Rules of Association – Revised August 2012 Page 2
Table of Contents
Statement of Purposes and Rules
INTRODUCTION…………………………………………………………………………………………………………………………… 4
1. Name ………………………………………………………………………………………………………………………………4
2. Objects ……………………………………………………………………………………………………………………………4
3. Interpretation…………………………………………………………………………………………………………………..4
4. Legal Capacity and Powers………………………………………………………………………………………………..5
5. Use of Income, Assets and Profit ……………………………………………………………………………………….5
MEMBERSHIP ……………………………………………………………………………………………………………………………….. 5
6. Types of Members ……………………………………………………………………………………………………………5
7. Life Membership ………………………………………………………………………………………………………………7
8. Subscriptions……………………………………………………………………………………………………………………7
9. Rights and Obligations ……………………………………………………………………………………………………..7
10. Discipline, Suspension And Expulsion Of Members……………………………………………………………..7
11. Cessation…………………………………………………………………………………………………………………………9
12. Register of Members…………………………………………………………………………………………………………9
13. Grievance Procedure…………………………………………………………………………………………………………9
GENERAL MEETINGS…………………………………………………………………………………………………………………….10
14. Annual General Meeting ………………………………………………………………………………………………….10
15. Special General Meetings…………………………………………………………………………………………………11
16. Notice ……………………………………………………………………………………………………………………………11
17. Proxies…………………………………………………………………………………………………………………………..11
18. Use of Technology ………………………………………………………………………………………………………….11
19. Quorum…………………………………………………………………………………………………………………………11
20. Chairing…………………………………………………………………………………………………………………………12
21. Voting……………………………………………………………………………………………………………………………12
22. Poll………………………………………………………………………………………………………………………………..12
DIRECTORS…………………………………………………………………………………………………………………………………12
23. Number and Type …………………………………………………………………………………………………………..12
24. Eligibility………………………………………………………………………………………………………………………..13
25. Election………………………………………………………………………………………………………………………….13
26. Co-option……………………………………………………………………………………………………………………….14
27. Term of Office………………………………………………………………………………………………………………..14
28. Notification to Registrar ………………………………………………………………………………………………….14
29. Duties ……………………………………………………………………………………………………………………………15
OFFICE-BEARERS………………………………………………………………………………………………………………………….15
30. Positions………………………………………………………………………………………………………………………..15
31. Election………………………………………………………………………………………………………………………….15
THE BOARD………………………………………………………………………………………………………………………………..15
32. Responsibility and Powers……………………………………………………………………………………………….15
33. Regulations ……………………………………………………………………………………………………………………16
34. Public Statements……………………………………………………………………………………………………………16
MEETINGS OF THE BOARD……………………………………………………………………………………………………………16
35. Convening ……………………………………………………………………………………………………………………..16
36. Notice ……………………………………………………………………………………………………………………………16
37. Use of Technology ………………………………………………………………………………………………………….16
38. Quorum…………………………………………………………………………………………………………………………16
39. Chairing…………………………………………………………………………………………………………………………17
40. Voting……………………………………………………………………………………………………………………………17
41. Disclosure of Interest ……………………………………………………………………………………………………..17
42. Resolutions without Meetings………………………………………………………………………………………….17
FINANCIAL AND LEGAL………………………………………………………………………………………………………………..17
43. Sources of Funds…………………………………………………………………………………………………………….17
44. Financial Year…………………………………………………………………………………………………………………17
45. Financial Records……………………………………………………………………………………………………………17
46. Audit ……………………………………………………………………………………………………………………………..17
47. Cheques…………………………………………………………………………………………………………………………18
48. Common Seal …………………………………………………………………………………………………………………18
49. Minutes………………………………………………………………………………………………………………………….18
50. Records………………………………………………………………………………………………………………………….18
51. Indemnity ………………………………………………………………………………………………………………………18
52. Amendment of Statement of Purposes and Rules………………………………………………………………19
53. Winding Up…………………………………………………………………………………………………………………….19
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54. Tax Exemption and Deductibility……………………………………………………………………………………..19
55. Notices…………………………………………………………………………………………………………………………..19
56. Procedural Irregularities ………………………………………………………………………………………………….20
57. Unforeseen Matters…………………………………………………………………………………………………………20
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STATEMENT OF PURPOSES AND RULES
INTRODUCTION
1. Name
1.1. The name of the association is Bulleen-Templestowe Basketball Club Incorporated
(“BTBC”) and from hereinafter will be referred to as ‘BTBC’.
2. Objects
2.1. The objects of the BTBC are:
2.1.1. To promote and advance the game of basketball at all ages and skill levels
and any other sporting and social activities determined from time to time
by the Board within the community;
2.1.2. To promote and hold alone or jointly with any other association, club or
body, meetings, competitions and matches for the playing of basketball;
2.1.3. To become a member or affiliate with any other association or peak body
whose objects are similar to the objects of the Association and where the
relationship will benefit the Association;
2.1.4. To establish, select and manage representative teams that represent the
Association in state and/or national competitions as determined from time
to time by the Board;
2.1.5. To promote and sanction clinics and competitions for playing, refereeing
and coaching that encourage the take up of basketball at the junior level;
2.1.6. To acquire, manage and maintain the facilities available to the club for the
purpose of conducting any activities as outlined above; and
2.1.7. To formulate, adopt and maintain policies and regulations with regard to
the conduct of Association activities as determined from time to time by
the Board.
3. Interpretation
3.1. In these rules, unless the contrary intention appears:
3.1.1. “Act” unless otherwise specified means the Associations Incorporation Act
(Vic) 1981;
3.1.2. “Board” means the Board of Management or Management Committee of
the Association;
3.1.3. “Convene” means call and arrange to hold, and includes setting the date,
time and place of the meeting;
3.1.4. “Employee” means a person formally employed by the Association in a full
time, permanent part time or fixed term position, including contracted
staff;
3.1.5. “Entity” includes body, trust and/or fund;
3.1.6. “Majority” means a majority of the votes (more than 50%) of all persons
entitled to vote and present at the time of a meeting.
3.1.7. “Member” has the extended meanings given in Rule 6;
3.1.8. “Poll” means a method of voting on a motion at a meeting whereby votes
are made in writing – when a poll is validly demanded, the result on the
poll will override a vote on a show of hands;
3.1.9. “Registrar” means the Registrar of Incorporated Associations;
3.1.10. “Regulations” means any regulations of BTBC made under Rule 32, and
“regulation” has a corresponding meaning;
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3.1.11. “Special Resolution” means a resolution at a general meeting that is
passed by at least 75% of the votes cast by members present and entitled
to vote on the resolution in accordance with Section 29 of the Act.
3.2. Where these rules requires a document to be signed, in the case of an incorporated
body the document must be either sealed, or signed on its behalf.
3.3. These rules are to be interpreted in accordance with the Act.
3.4. The Board is responsible for the interpretation of the rules and regulations.
3.5. Terms defined in the Act have the same meaning in these Rules.
4. Legal Capacity and Powers
4.1. BTBC has:
4.1.1. the legal capacity and powers of an individual;
4.1.2. all powers under Section 16 of the Associations Incorporation Act 1981
(“the Act”);
4.1.3. all powers required to apply for, hold and renew any license, permit or
authority issued under the Liquor Control Reform Act 1998 or any
amendment or enactment thereof.
4.2. BTBC may exercise all powers necessary for the achievement of its objects.
5. Use of Income, Assets and Profit
5.1. BTBC may only use its income, assets and profit for its objects;
5.2. BTBC must not distribute any of its profit, income or assets directly or indirectly to
its members;
5.3. Rule 5.2 does not prevent BTBC from paying its members:
5.3.1. reimbursement for expenses properly incurred by them; and
5.3.2. for goods supplied and services provided by them; if this is done in good
faith on terms no more favourable than if the member was not a member.
5.4. BTBC may only make payments to its directors if the payment has been specifically
approved by resolution of the directors.
MEMBERSHIP
6. Types of Members
6.1. Playing Members
6.1.1. A person who is registered to play in any competition conducted or
participated in by BTBC is a member. Only playing members who have
reached the age of 18 at the time of a general meeting may exercise a vote
at that general meeting.
6.1.2. A playing member who has registered for a competition and paid the
relevant registration fee shall not be required to pay a membership fee and
on receipt of the registration and all relevant fees, the Secretary shall enter
the name of the playing member in the register of members.
6.2. Parent Members
6.2.1. A parent or guardian of a playing member who has not reached the age of
18 at the time of the general meeting may nominate to the Secretary in
writing prior to the general meeting that he or she represents the junior
playing member under 18 years of age and that the parent or guardian will
become a member with full voting rights. If more than one parent or
guardian nominates for a particular junior playing member, only the first
nomination shall be accepted.
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6.2.2. The nominated parent or guardian of a junior playing member who has
registered for a competition and paid the relevant registration fee shall not
be required to pay a membership fee and in receipt of the registration and
all relevant fees, the Secretary shall enter the name of the parent or
guardian in the register of member.
6.3. Other Members
6.3.1. A person over the age of 18 with an interest in basketball who is not a
playing or parent members who applies for membership, whose
application is approved by the Board and who pays the membership fee is
eligible to be a member of the association.
6.3.2. An application of a person over the age of 18 with an interest in basketball
who is not a playing or parent member for membership of BTBC must:
6.3.2.1. be made in writing in the appropriate form; and
6.3.2.2. be submitted to the Secretary.
6.3.3. As soon as practicable after the receipt of an application, the Secretary
must refer the application to the Board.
6.3.4. The Board must determine whether to approve or reject the application.
6.3.5. If the Board approves the application for membership, the Secretary must
as soon as practicable-
6.3.5.1. notify the applicant in writing of the approval; and
6.3.5.2. within 28 days of receipt of notification request payment of
the membership fee.
6.3.6. If the membership fee is not paid within 28 days of the approval of
membership by the Board the approval shall expire. A person who wishes
to become a member whose approval has expired must re-apply for
membership as provided for by these rules.
6.3.7. Within 14 days of the receipt of the membership fee the Secretary must
enter the applicant’s name in the register of members.
6.3.8. An applicant for membership becomes a member and is entitled to
exercise the rights of membership when his or her name is entered in the
register of members.
6.3.9. If the Board rejects an application, it must, as soon as practicable, notify
the applicant in writing that the application has been rejected and is not
obliged to give reasons for the rejection.
6.3.10. Rights, privileges or obligations of a member are not capable of being
transferred or transmitted to other persons; and terminate upon the
cessation of membership.
6.3.11. The membership fee is to be set by the Board of BTBC.
6.3.12. The voting and other rights of members who have not paid the
membership fee by the date for payment are suspended until the
membership is paid.
6.3.13. Except for the membership fee, there are no entrance fees or other
amounts to be paid in respect of membership of the association.
6.4. Temporary Members
6.4.1. Unless the committee or BTBC shall otherwise resolve, the following
persons shall be temporary member of the Association:
6.4.1.1. A player, official, member or sponsor of the BTBC, provided
however that such temporary membership shall be applicable
only on those days when a team representing BTBC is playing
basketball at the BTBC premises;
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6.4.1.2. Any member or official of any team of basketball players
visiting from another basketball Association whose team is
involved in playing basketball at BTBC premises and/or in a
competition organised by BTBC provided however that such
temporary membership shall be applicable only on those days
when the competition in which such team is so involved is
being conducted; or
6.4.1.3. Any official of an Association or league in which BTBC enters
or is proposing to enter a team in a competition, whilst such
official is visiting the Bulleen area on official business.
6.4.2. A temporary member shall not be required to pay a fee, annual
subscription or levy.
6.4.3. A temporary member shall not be entitled to vote or propose any motion
to a general meeting of BTBC, or to be a member of the committee, or to
propose any other person as a member of the committee.
7. Life Membership
7.1. Any person who has provided outstanding service to BTBC and basketball over at
least a 10 year period of time is eligible for nomination as a life member of BTBC, if
the Board so approves.
7.2. Any member of BTBC may nominate a person for life membership.
7.3. A nomination of a person for life membership of BTBC requires a special resolution
at a general meeting of BTBC.
7.4. Life membership may only be terminated by a special resolution of BTBC at a general
meeting.
7.5. A Life Member shall have the following entitlements:
7.5.1. all annual member registration fees waived;
7.5.2. voting rights at Association general meetings; and
7.5.3. other recognition as determined by the Board from time to time.
8. Subscriptions
8.1. The Board must by resolution set the subscription.
8.2. The amount of the subscription and the date for payment may vary according to
criteria set by the Board in the resolution.
8.3. The voting and other rights of members who have not paid the subscription by the
date for payment are suspended until the subscription is paid.
9. Rights and Obligations
9.1. The rights of members are not transferable, and end when the member ceases to be
a member.
9.2. By joining BTBC and remaining members, members agree:
9.2.1. to support the objects of BTBC;
9.2.2. to comply with any code of conduct adopted by BTBC; and
9.2.3. to comply with any regulations promulgated by BTBC.
9.3. These Rules constitute an enforceable contract between BTBC and each member.
10. Discipline, Suspension And Expulsion Of Members
10.1. Subject to these rules, if the Board is of the opinion that a member has refused or
neglected to comply with these Rules, or has been guilty of misconduct, or conduct
unbecoming a member or prejudicial to the interest of BTBC, the Board may by
resolution:
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10.1.1. fine that member an amount not exceeding $500;
10.1.2. suspend that member from membership of BTBC for a specified period; or
10.1.3. expel that member from BTBC.
10.2. Misconduct by a member of BTBC includes:
10.2.1. failing to take, properly account for and provide to the Treasurer of BTBC
monies received by way of registration fees, membership fees or any other
monies received by the member on BTBC’s behalf; and
10.2.2. failing to keep receipts, invoices and other records of monies received and
to provide these to the Treasurer of BTBC; and
10.2.3. making and/or publishing defamatory or derisive statements relating to
the Board, affiliated players, approved coaches, members or affiliated
bodies of BTBC.
10.3. A resolution of the Board does not take effect unless
10.3.1. a meeting of the Board confirms the resolution; and
10.3.2. if the member exercises a right of appeal to BTBC under these rules, BTBC
confirms the resolution in accordance with these rules.
10.4. A meeting of the Board to confirm or revoke a resolution, must not be held earlier
than 14 days, and not later than 28 days, after notice has been given to the member.
10.5. For purposes of giving notice the Secretary must, as soon as practicable, cause to be
given to the member a written notice:
10.5.1. setting out the resolution of the Board and the grounds on which it is
based;
10.5.2. stating that the member, or his or her representative, not being a legal
practitioner, may address the Board at a meeting to be held not earlier
than 14 days and not later than 28 days after the notice has been given to
that member;
10.5.3. stating the date, place and time of that meeting;
10.5.4. informing the member that he or she may do one or both of the following;
and
10.5.4.1. attend the meeting; and/or
10.5.4.2. give to the Board before the date of that meeting a written
statement seeking the revocation of the resolution.
10.5.5. informing the member that, if at that meeting, the Board confirms the
resolution, he or she may, not later than 48 hours after that meeting, give
the Secretary a notice to the effect that he or she wishes to appeal to BTBC
in a general meeting against the resolution.
10.6. At a meeting of the Board to confirm or revoke a resolution, the Board must:
10.6.1. give the member, or his or her representative, an opportunity to be heard;
10.6.2. give due consideration to any written statement submitted by the member;
and
10.6.3. determine by resolution whether to confirm or to revoke the resolution.
10.7. If at the meeting of the Board, the Board confirms the resolution, the member may,
not later than 48 hours after that meeting, give the Secretary a notice to the effect
that he or she wishes to appeal to BTBC in a general meeting against the resolution.
10.8. If the Secretary receives a notice, he or she must notify the Board and the Board must
convene a special general meeting of BTBC to be held within 21 days after the date
on which the Secretary received the notice.
10.9. At a general meeting of BTBC
10.9.1. no business other than the question of the appeal may be conducted;
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BTBC Rules of Association – Revised August 2012 Page 9
10.9.2. the Board may place before the meeting details of the grounds for the
resolution and the reasons for the passing of the resolution;
10.9.3. a member, or his or her representative, must be given an opportunity to be
heard; and
10.9.4. the members present must vote be secret ballot on the question whether
the resolution should be confirmed or revoked.
10.10. A resolution is confirmed if, at the general meeting, not less than two-thirds of the
members vote in person in favour of the resolution. In any other case, the resolution
is revoked.
11. Cessation
11.1. A member may resign from BTBC by giving one month’s notice in writing to the
Secretary of his or her intention.
11.2. Members cease to be members on resignation, expulsion or ceasing to have legal
capacity.
11.3. Immediately upon the expiry of the period referred to in sub rule 9.1 of these rules
or upon the expulsion or cessation of legal capacity of the member
11.3.1. the Secretary shall draw a red line through the member’s name in the
register of members without delay;
11.3.2. immediately upon the Secretary complying with sub rule 9.3.1 of these
rules the member ceases to be a member; and
11.3.3. the Secretary must record in the register of member the date and time on
which the member ceased to be a member.
11.4. Playing members cease to be members when they have finished playing in
competitions organised by BTBC.
11.5. Parent members cease to be members when the junior playing member they are
guardian of has finished playing in the competitions organised by BTBC or when the
junior playing member reaches 18 years of age.
11.6. Any other member ceases to be a member if their membership is unfinancial for
more than one year.
12. Register of Members
12.1. The Board must ensure that a register of members is kept as required by the Act in
which are entered:
12.1.1. the name of each member;
12.1.2. the address for notice last given by the member;
12.1.3. the date of becoming a member; and
12.1.4. in the case of former members – the date of ceasing to be a member.
12.2. The Board must also record the names of all elected officers of BTBC, nominated
officers of BTBC, members of the Board, including dates of their appointments and
termination of their appointments.
12.3. The register is available for inspection free of charge by any member upon request
except that contact details will not be disclosed.
12.4. A member may make a copy of entries in the register other than contact details of
members.
13. Grievance Procedure
13.1. The grievance procedure set out in these Rules applies to disputes under these Rules
between:
13.1.1. a member and another member; and
13.1.2. a member and the Board or BTBC.
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13.2. The parties must first attempt to resolve the dispute themselves and, if possible,
resolve the dispute within 14 days after the dispute comes to the attention of all of
the parties.
13.3. 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.
13.4. The mediator must be:
13.4.1. a person chosen by agreement between the parties; or
13.4.2. in the absence of agreement:
13.4.2.1. in the case of a dispute between a member and another
member, a person appointed by the Board of BTBC; or
13.4.2.2. in the case of a dispute between a member and BTBC, a person
who is a mediator appointed or employed by the Dispute
Settlement Centre of Victoria (Department of Justice).
13.5. A member of BTBC can be a mediator.
13.6. The mediator cannot be a member who is a party to the dispute.
13.7. The parties to the dispute must, in good faith, attempt to settle the dispute by
mediation.
13.8. The mediator, in conducting the mediation, must:
13.8.1. give the parties to the mediation process every opportunity to be heard;
13.8.2. allow due consideration by all parties of any written statement submitted
by any party; and
13.8.3. ensure that natural justice is accorded to the parties to the dispute
throughout the mediation process.
13.9. The mediator must not determine the dispute.
13.10. 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.
GENERAL MEETINGS
14. Annual General Meeting
14.1. The Board must convene an annual general meeting to be held:
14.1.1. at least once in each calendar year; and
14.1.2. within 3 months after the end of BTBC’s financial year; at such time and
place as shall be determined by the Board and shall be specified in the
notice convening it.
14.2. Notice to member convening annual general meetings must specify that the meeting
is an annual general meeting.
14.3. The Board must lay before the annual general meeting the annual financial report,
directors’ report and auditor’s report for the last financial year.
14.4. The ordinary business of the annual general meeting is:
14.4.1. to verify the minutes of:
14.4.1.1. the last annual general meeting; and
14.4.1.2. any special general meetings since the last annual general
meeting.
14.4.2. to consider the annual financial report, directors’ report and auditor’s
report (including questions and comments from members on the
management of BTBC); and
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14.4.3. to elect directors in accordance with Rule 24.
14.5. The annual general meeting may only consider other business of which notice has
been given in accordance with Rule 16.
15. Special General Meetings
15.1. The Board may convene a special general meeting.
15.2. If, but for this sub-rule more than 15 months would elapse between annual general
meetings, the Board must convene a special general meeting before the expiration of
that period.
15.3. The Board must convene a special general meeting if requested by not less than 50
members entitled to vote.
15.4. Special general meetings may only consider business of which notice has been given
in accordance with Rule 16.
15.5. If the committee does not cause a special general meeting to be held within one
month after the date on which the request is sent to the address of the Secretary, the
members making the request, or any of them, may convene a special general
meeting to be held not later than 3 months after that date
15.6. If a special general meeting is convened by members in accordance with this rule, it
must be convened in the same manner so far as possible as a meeting convened by
the committee and all reasonable expenses incurred in convening the special general
meeting must be refunded by BTBC to the person incurring the expenses.
16. Notice
16.1. At least 21 days notice in writing of general meetings must be given to each member
and each director.
16.2. The notice must state:
16.2.1. the date, time and place (or places) of the meeting;
16.2.2. if the meeting is to be held at more than 1 place – the technology that will
be used;
16.2.3. the general nature of each item of business to be considered; and
16.2.4. if a special resolution is to be proposed:
16.2.4.1. the proposed resolution; and
16.2.4.2. that it is intended that the resolution be proposed as a special
resolution, as required by Section 29 of the Act.
16.3. The notice must include any business that any member has requested in writing be
considered.
16.4. If a general meeting is adjourned for one month or more, new notice of the resumed
meeting must be given.
16.5. Notice can be given out by placing the notice on the notice board of the stadium.
17. Proxies
17.1. No proxy voting is allowed.
18. Use of Technology
18.1. General meetings may be held at more than one place, provided that the technology
used enables each member present to clearly and simultaneously communicate with
every other such person.
19. Quorum
19.1. The quorum for the consideration of all other business at general meetings is the
presence in person of at least 15 members entitled to vote.
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19.2. If a quorum is not present within 30 minutes of the time of which notice has been
given:
19.2.1. in the case of a meeting convened upon the request of the members – the
meeting must be dissolved; and
19.2.2. in any other case – the meeting shall stand adjourned to the same day
next week at the same time and (unless another place is specified by the
Chairperson at the time of adjournment or by written notice to members
given before the day to which the meeting is adjourned) at the same place.
19.3. If at the adjourned meeting the quorum is not present within half an hour after the
time appointed for the commencement of the meeting, the members personally
present (being not less than 7) shall be a quorum.
20. Chairing
20.1. The President is entitled to chair general meetings.
20.2. If the President is not present, the Deputy President is entitled to chair.
20.3. If neither the President nor the Deputy President is present, or are otherwise unable
to preside, the meeting must elect another member to chair.
20.4. The chair of the meeting has a deliberative vote and a casting vote which should
normally be exercised in favour of status quo.
21. Voting
21.1. All members who are currently financial are entitled to vote at general meetings,
except those whose voting rights have been suspended .
21.2. Each member has one vote.
21.3. Members must vote in person.
21.4. Unless a poll is demanded, voting is by show of hands.
21.5. A challenge to a right to vote:
21.5.1. may only be made at the meeting; and
21.5.2. must be determined by the chair of the meeting, whose decision is final.
22. Poll
22.1. Any person entitled to vote (including the chair of the meeting) may demand a poll
on any resolution, other than a resolution concerning:
22.1.1. the election of the chair of the meeting; or
22.1.2. the adjournment of the meeting.
22.2. The poll may be demanded:
22.2.1. before a vote is taken; or
22.2.2. before the voting results on a show of hands are declared; or
22.2.3. immediately after the voting results on a show of hands are declared.
22.3. The poll must be taken when and in the manner the chair of the meeting directs.
DIRECTORS
23. Number and Type
23.1. BTBC has:
23.1.1. seven elected directors; and
23.1.2. up to two co-opted directors, who are entitled to vote.
23.2. BTBC does not have:
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23.2.1. alternate directors; or
23.2.2. a managing director.
24. Eligibility
24.1. Any individual who is a member is eligible to be elected or co-opted as a director,
except for members whose voting rights have been suspended and employees of
BTBC.
25. Election
25.1. Each Annual General Meeting must elect two, two and three directors respectively in
each year of a three year cycle.
25.2. Nominations must be:
25.2.1. signed by:
25.2.1.1. the candidate; and
25.2.1.2. the nominator and seconder, both of whom must be members
entitled to vote at the Annual General Meeting.
25.2.2. received at the BTBC office no later than 4.00 p.m. fourteen days before
the Annual General Meeting.
25.3. For the purpose of Rule 25.2 the original nomination must be received, not a faxed
copy.
25.4. Nominations may be accompanied by a statement of up to 100 words setting out the
qualifications of the candidate that will be available to members at the Annual
General Meeting.
25.5. If only one nomination is received for any vacancy to be filled, the person nominated
shall be deemed elected.
24.6 If no nomination is received for any vacancy, nominations may be called for at the
Annual General Meeting.
25.6. If more than one nomination is received for any vacancy, an election must be held:
25.6.1. The chair of the meeting must appoint a returning officer;
25.6.2. A secret ballot must be conducted;
25.6.3. Each member entitled to vote and present at the meeting in person, must
be given a ballot paper with the names of the candidates listed in an order
decided by lot;
25.6.4. Voters must cross off the names of those candidates they do not wish to
vote for, leaving the names of those candidates they do wish to vote for;
25.6.5. Voters must cross off sufficient names so that the number of candidates
whose names have not been crossed off corresponds correctly to the
appropriate year of the election cycle:
25.6.5.1. In the first and second years, the number of candidates whose
names have not been crossed off is two or less;
25.6.5.2. In the third year, the number of candidates whose names have
not been crossed off is three or less.
25.6.6. Ballot papers that do not comply with Rule 25.6.5 are informal;
25.6.7. Each formal ballot paper where the name of a candidate has not been
crossed off counts as one vote for that candidate;
25.6.8. The returning officer must declare elected the candidates who receive the
most votes, subject to:
25.6.8.1. If in the first and second year of the election cycle two or more
candidates receive the same number of votes, and one or
some but not all of those candidates must be elected, then a
further ballot should be held between those candidates;
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25.6.8.2. If in the third year of the election cycle three or more
candidates receive the same number of votes, and two or
some but not all of those candidates must be elected, then a
further ballot should be held between those candidates;
25.6.8.3. If in the first and second year of the election cycle on reballot
two or more candidates receive the same number of votes, and
one or some but not all of those candidates must be elected,
the returning officer must decide by lot which is to be elected;
and
25.6.8.4. If in the third year of the election cycle three or more
candidates receive the same number of votes, and two or
some but not all of the those candidates must be elected, the
returning officer must decide by lot which is to be elected.
25.6.9. At the first election following the adoption of this constitution the three (3)
nominees who achieve the top three (3) positions in the election shall be
elected for three (3) year terms, the nominees who are fourth and fifth in
the election shall be elected for two (2) year terms and the remaining two
(2) nominees elected shall be elected for one (1) year terms.
26. Co-option
26.1. The Board may at any time co-opt additional directors in accordance with Rule
23.1.2.
27. Term of Office
27.1. Elected directors hold office:
27.1.1. from the end of the annual general meeting at which they are elected,
27.1.2. until the end of the third annual general meeting after they were elected.
27.2. Co-opted directors hold office:
27.2.1. from the time they were co-opted,
27.2.2. until the end of the annual general meeting after they were co-opted or
such earlier date as the Board shall determine.
26.3 Directors may be re-elected and co-opted again.
27.3. Directors may resign by notice in writing to BTBC.
27.4. Directors cease to hold office if:
27.4.1. the director ceases to be a member; or
27.4.2. they fail to attend three consecutive meetings of the Board without leave of
absence from the Board; or
27.4.3. they receive any payment from BTBC otherwise than in accordance with
these rules; or
27.4.4. they are removed from office by special resolution at a general meeting of
BTBC; or
27.4.5. they become a represented person within the Guardianship and
Administration Act; or
27.4.6. they die.
27.5. The Board may fill a casual vacancy by the appointment of any member until the next
annual general meeting.
28. Notification to Registrar
28.1. The public officer of BTBC must, within fourteen days after his or her appointment,
give notice in writing of his or her full name and address in Victoria to the Registrar,
as required by Section 28 of the Act.
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29. Duties
29.1. Each director has the duties prescribed by the Act, including under Section 29A
those of:
29.1.1. proper use of information;, and
29.1.2. proper use of position.
29.2. Each director has the obligations described by the Act including:
29.2.1. under Section 29B of the Act of disclosing any direct or indirect pecuniary
interest in a contract or proposed contract with BTBC; and
29.2.2. under Section 29C of the Act to refrain from taking part in any decision of
the Board with respect to a contract in which the director has any direct or
indirect pecuniary interest.
OFFICE-BEARERS
30. Positions
30.1. The office-bearers of BTBC are:
30.1.1. President,
30.1.2. Deputy President,
30.1.3. Treasurer, and
30.1.4. Secretary.
subject to Rule 30.2.
30.2. The Board may by resolution establish other office-bearer positions.
30.3. The Secretary of BTBC is also the public officer of BTBC.
31. Election
31.1. The Board must at its first meeting after the Annual General Meeting each year elect
the office-bearers from among the directors.
THE BOARD
32. Responsibility and Powers
32.1. The Board is responsible for the management of BTBC, subject to Rule 32.4.
32.2. The Board may exercise all powers of BTBC on its behalf.
32.3. Without limiting Rule 32.2 the Board may:
32.3.1. establish a committee when it deems fit to exercise such functions as the
Board specifies;
32.3.2. prescribe terms of reference and procedural requirements for the
committee at the time of establishment;
32.3.3. remove a committee or committee member at any time;
32.3.4. review all decisions made by the committee to determine if they are in line
with the committee terms of reference, policies and delegations as defined
by the Board;
32.3.5. by a responsibility, which has been delegated to a committee, may, while
the delegation remains unrevoked, be exercised from time to time by the
committee, according to the terms of the delegation; and
32.3.6. by instrument in writing, revoke wholly or in part any delegation under this
rule.
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32.4. A general meeting may by resolution direct the Board on any matter within its
powers.
33. Regulations
33.1. The Board may by resolution passed by a majority, make regulations to give effect to
these Rules.
33.2. Members must at all times comply with the regulations as if they formed part of
these Rules.
34. Public Statements
34.1. The Board may by resolution authorise an office-bearer, director or employee to
make public statements on behalf of BTBC.
34.2. No person may make any public statement on behalf of BTBC unless authorised by
the Board.
MEETINGS OF THE BOARD
35. Convening
35.1. The President, Secretary or any two directors may convene a meeting of the Board.
35.2. Ordinary meetings of the Board must be held at least eight times each year.
35.3. At its first meeting after each annual general meeting the Board must by resolution
set the dates, times and places of ordinary meetings until the next Annual General
Meeting.
35.4. The Board may by resolution subsequently change the dates, times and places of
ordinary meetings.
36. Notice
36.1. Each director must be given at least seven days notice in writing of meetings of the
Board, subject to Rule 36.4.
36.2. Notice may be given of more than one ordinary meeting of the Board at the same
time.
36.3. The notice must include the date, time and place (or places) of the meeting, but need
not include the business to be considered.
36.4. In cases of urgency a meeting may be held without the notice required by Rule 36.1
provided that:
36.4.1. as much notice as practicable is given by whatever means will reach each
director soonest; and
36.4.2. no resolution may be passed at the meeting except by a majority of all
directors, whether present or not.
37. Use of Technology
37.1. Meetings of the Board may be held at more than one place, provided that the
technology that is used enables each director present at all places to clearly and
simultaneously communicate with every other such director.
37.2. Without limiting Rule 37.1, meetings of the Board may be convened and held by
telephone.
37.3. By becoming and remaining a director, all directors are taken to consent to Rule
37.2.
38. Quorum
38.1. The quorum for meetings of the Board is the presence in person of a majority of the
directors at the time.
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39. Chairing
39.1. The President is entitled to chair meetings of the Board.
39.2. If the President is not present, the Deputy President is entitled to chair.
39.3. If neither the President nor the Deputy President is present, or otherwise unable to
preside, the Board must elect another director to chair.
39.4. The chair of the meeting has a deliberative vote and a casting vote which should
normally be exercised in favour of status quo .
40. Voting
40.1. Each director has one vote.
40.2. There is no voting by proxy.
41. Disclosure of Interest
41.1. Each director who has a material personal interest in a matter that relates to the
affairs of BTBC must as soon as practicable after becoming aware of the interest give
the other directors notice of the interest at a meeting of the Board.
41.2. The notice required by Rule 41.1 must include details of:
41.2.1. the nature and extent of the interest; and
41.2.2. the relation of the interest to the affairs of BTBC; and these details must be
recorded in the minutes of the meeting.
41.3. Each director who has a material personal interest in a matter that is being
considered at a meeting of the Board:
41.3.1. must not be present while the matter is being considered; and
41.3.2. must not vote on the matter.
42. Resolutions without Meetings
42.1. A resolution agreed to in writing by all directors has the same effect as a resolution
passed at a meeting of the Board.
42.2. In Rule 42.1 “all directors” does not include those directors who:
42.2.1. would be prohibited by Rule 41.3 from voting on the matter at a meeting
of the Board; or
42.2.2. have leave of absence from the Board.
FINANCIAL AND LEGAL
43. Sources of Funds
43.1. The funds of BTBC may be derived from subscriptions, grants, donations, fundraising
activities, sponsorship, interest and any other sources approved by the Board.
44. Financial Year
44.1. The financial year of BTBC is from 1 July to 30 June, unless the Board otherwise
determines.
45. Financial Records
45.1. BTBC must maintain adequate and accurate financial records as required by Section
30A of the Act.
46. Audit
46.1. BTBC must have its annual financial report audited in accordance with Section 30B of
the Act (if it is a prescribed association within the meaning of Section 3(1) of the
Act).
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46.2. The Board shall appoint a suitably qualified, independent Auditor each financial year.
46.3. A person may not be appointed as auditor of the accounts of BTBC if he or she is:
46.3.1. a member of the Board of BTBC; or
46.3.2. an employer/employee of a director of the Board; or
46.3.3. a member of the same partnership as a director of the Board; or
46.3.4. an employee of BTBC.
47. Cheques
47.1. All cheques must be signed by at least two persons who are:
47.1.1. either directors or employees of BTBC; and
47.1.2. nominated by the Board by resolution.
47.2. The Board may nominate a list of individuals or positions to be signatories for the
purpose of Rule 47.1.
47.3. Signatories must not sign cheques until the payee and amount have been written in.
48. Common Seal
48.1. BTBC must have a common seal.
48.2. A document may only be sealed with the common seal if authorised by resolution of
the Board.
48.3. The sealing must be witnessed by the signatures of at least two directors nominated
by the Board by resolution.
48.4. The Board may nominate a list of individuals or positions to be signatories for the
purpose of Rule 48.3.
48.5. The Board must provide for the safe keeping of the common seal.
49. Minutes
49.1. The Board must ensure that:
49.1.1. minutes are taken and kept of all general meetings, meetings of the Board
and resolutions without a meeting together with a record of the names of
persons present at those meetings;
49.1.2. in the case of minutes of meetings – the minutes are signed within a
reasonable time after the meeting by the chair of the meeting or the chair
of the next meeting; and
49.1.3. in the case of minutes of resolutions without a meeting – the minutes are
signed by a director within a reasonable time after the resolution is
passed.
50. Records
50.1. The Board must provide for the safe keeping of the records of BTBC.
50.2. Members may inspect the records of BTBC at any reasonable time, subject to Rule
50.3.
50.3. Members may not inspect the records of BTBC that relate to personal, employment,
contractual and legal matters that are confidential in nature.
50.4. The Board must ensure that copies of the code of conduct, rules and regulations are
freely available to members and applicants for membership
51. Indemnity
51.1. BTBC indemnifies:
51.1.1. its office-bearers and directors, and
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51.1.2. its employees and agents, against any liability incurred in that capacity
(other than to BTBC or a related body corporate), unless the liability arises
out of conduct involving a lack of good faith.
52. Amendment of Statement of Purposes and Rules
52.1. The Statement of Purposes and Rules of BTBC may only be amended by special
resolution.
52.2. Within twenty eight days after passing a special resolution to amend its Statement of
Purposes or Rules BTBC must lodge with the Registrar copies of:
52.2.1. the special resolution, and
52.2.2. the amendment, as required by Section 22 of the Act.
53. Winding Up
53.1. If BTBC is wound up, its remaining assets must not be distributed to any member.
53.2. Instead the remaining assets must be given to an entity that:
53.2.1. has similar objects to BTBC; and
53.2.2. also prohibits the distribution of profit, income and assets to its members
to at least as great an extent as these rules.
53.3. The entity referred to in Rule 53.2 must be decided by:
53.3.1. special resolution; or
53.3.2. resolution of the Board.
54. Tax Exemption and Deductibility
54.1. If BTBC has been notified by the Australian Taxation Office that its income is exempt
from income tax:
54.1.1. BTBC must promptly notify the Australian Taxation Office of all
amendments to these rules; and
54.1.2. on winding up the remaining assets of BTBC may only be given
to an entity that is also exempt from income tax.
54.2. If BTBC has been notified by the Australian Taxation Office that gifts and
contributions to BTBC will be an allowable deduction:
54.2.1. BTBC must promptly notify the Australian Taxation Office of all
amendments to these rules; and
54.2.2. on winding up the remaining assets of BTBC may only be given to an entity
to which gifts and contributions are also an allowable deduction.
55. Notices
55.1. Members and directors must give BTBC their address for notices, and any change in
that address.
55.2. The address for notices may include a fax number and an email address.
55.3. BTBC must enter any change in the address of a member in the register of members.
55.4. Notice may be given to a member or director by sending it to the address last given
by the member or director.
55.5. In these rules a period of notice of a meeting expressed in days:
55.5.1. includes the day on which notice is given; but
55.5.2. does not include the day on which the meeting is held.
55.6. Notices sent by prepaid post are taken to have been given on the second business
day after posting.
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55.7. Notices sent by fax or email are taken to have been given on the business day after
sending.
55.8. Where the time for giving notice falls on a non-business day, the notice shall be
required to be given by the next business day.
56. Procedural Irregularities
56.1. No decision of BTBC or any committee shall be invalid merely because of a failure to
give proper notice or other irregularity in procedure by these Rules or the by-laws
unless a person suffers serious detriment as a result of that failure to give proper
notice irregularity
56.2. BTBC or its committee may confirm an earlier decision which may have been
otherwise invalid because of a failure to give proper notice to other irregularity in
procedure and the decision shall be deemed to be valid from time it was originally
made.
57. Unforeseen Matters
57.1. Should any matter arise for which provision has not been made in these Rules, BTBC
or the committee shall take such action as is necessary to protect the interests of
BTBC.