PART I - INTERPRETATION
The name of the Association is Scarborough Wombarra Surf Life Saving Club Incorporated (“Association”).
The Association is a charitable community service based institution. The objects for which the Association is established are to:
The liability of the Members of the Association is limited.
In this Constitution unless the contrary intention appears:
“Act” means the NSW Associations Incorporation Act 1984 No 143
“Affiliated Club” means a surf life saving club which is a member of or otherwise affiliated with Surf Life Saving NSW or SLSA.
“Club Delegate” means the person(s) appointed from time to time to act for and on behalf of the Association and to represent the Association at General Meetings of Surf Life Saving NSW.
“Committee” means the body consisting of the Committee Members.
“Committee Member” means a member of the Committee and includes any person acting in that capacity from time to time appointed in accordance with this Constitution.
“Financial year” means the year ending 30 June in each year.
“General Meeting” means the annual or any special general meeting of the Association.
“Individual Member” means a member of a Club and can only include junior (“Nipper”) members; cadet members; active members; reserve active members; general members; long service members; award members; associated members; honorary members; and life members of that club which are defined in the Regulations.
“Intellectual Property” means all rights subsisting in copyright, business names, names, trade marks (or signs), logos, designs, equipment, images (including photographs, television, videos or films) or service marks (whether registered or registrable) relating to the Association or any regatta, race, championship, competition, series or event or surf life saving activity of or conducted, promoted or administered by the Association in Scarborough Wombarra.
“Life Member” means an individual appointed as a Life Member of the Association under clause 11.2.
“Member” means a member for the time being of the Association under Part IV of this Constitution.
“Objects” means the objects provided under clause 2 of this Constitution.
“President” means the President for the time being of the Association.
“Regulations” means any Regulations made by the Committee under clause 34.
“Seal” means the common seal of the Association and includes any official seal of the Association.
“SLSA” means Surf Life Saving Australia Limited.
“Special Resolution” means a resolution passed:
“State Centre” means an independent entity (including the Association) recognised by SLSA as the body administering surf life saving in its particular State.
In this Constitution:
If any provision of this Constitution or any phrase contained in them is invalid or unenforceable, the phrase or provision is to be read down if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Constitution.
Except where the contrary intention appears, in this Constitution, an expression that deals with a matter under the Act, has the same meaning as that provision of the Act.
The Association is established solely for the objects set out in this Constitution.
Subject to compliance with this Constitution, the Surf Life Saving NSW Constitution, and the SLSA Constitution the Association shall continue to be recognised as a Member of Surf Life Saving NSW and shall administer surf life saving activities in Scarborough Wombarra in accordance with the objects of the Association.
The Members acknowledge and agree the Association shall:
The Association and the Members acknowledge and agree:
The Members of the Association shall consist of:
The annual membership subscription (if any) and fees payable by Members to the Association, the time for and manner of payment shall be as determined by the Association at the Annual General Meeting.
An application for membership by an individual (“applicant”) must be:
The Secretary shall keep and maintain a Register in which shall be entered (as a minimum):
Having regard to confidentiality considerations and privacy laws, an extract of the Register, excluding the address or other direct contact details of any Member, Committee Member or Club Delegate, shall be available for inspection (but not copying) by Members, upon reasonable request.
Subject to confidentiality considerations and privacy laws, the Register may be used by the Association to further the objects of the Association, as the Committee considers appropriate.
The Association shall provide a copy of the Register at a time and in a form acceptable to Surf Life Saving NSW, and shall provide regular updates of the Register to Surf Life Saving NSW. The Association agrees that Surf Life Saving NSW may utilise the information contained in the Register and the Register itself to further the objects of Surf Life Saving NSW, subject always to reasonable confidentiality considerations and privacy laws.
Members acknowledge and agree that:
If a Member has not re-applied for Membership with the Association within one month of re-application falling due, that Member’s membership will be deemed to have lapsed from that time. The Register shall be amended to reflect any lapse of membership under this clause 16.3 as soon as practicable.
A Member whose membership has been discontinued or has lapsed under clause 16.3:
A Member who ceases to be a Member, for whatever reason, shall forfeit all rights in and claims upon the Association and its property and shall not use any surf life saving equipment or other property of the Association including Intellectual Property. Any Association documents, records or other property in the possession, custody or control of that Member shall be returned to the Association immediately.
Membership which has been discontinued under this clause 16 may be reinstated at the discretion of the Committee, with such conditions as it deems appropriate.
Membership fees or subscriptions paid by the discontinued Member may be refunded on a pro-rats basis to the Member upon discontinuance.
the Committee may commence or cause to be commenced, disciplinary proceedings against that Member, and that Member, will be subject to, and submits unreservedly to the jurisdiction, procedures, penalties and the appeal mechanisms of the Association, Surf Life Saving NSW and SLSA as set out in the Regulations.
No business other than that stated on the notice shall be transacted at that meeting.
Members shall be entitled to submit notices of motion for inclusion as special business at a General Meeting. All notices of motion must be submitted in writing to the Secretary not less than 42 days (excluding receiving date and meeting date) prior to the General Meeting.
A motion of which due notice has been given, if unsuccessful, cannot be resubmitted, nor may any other motion having a similar effect be moved at a subsequent General Meeting for a period of twelve (12) months.
The Committee may, whenever it thinks fit, convene a Special General Meeting of the Association and, where, but for this clause more than 15 months would elapse between Annual General Meetings, shall convene a Special General Meeting before the expiration of that period.
No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. A quorum for General Meetings of the Association shall be 4 Members represented personally or by their proxies.
The President shall, subject to this Constitution, preside as Chairman at every General Meeting of the Association except:
At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
Unless a poll is demanded under clause 23.4, a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the book containing the minutes of the proceedings of the Association shall be conclusive evidence of the fact without proof of the number of the votes recorded in favour of or against the resolution.
If a poll is duly demanded under clause 23.4 it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded.
Each Member entitled to vote as set out in clause 11.1 shall have one vote at General Meetings which, subject to this Constitution, shall be exercised by him or his validly appointed proxy. The Committee Members shall have the right to attend and debate, but not vote, at General Meetings.
Where voting at General Meetings is equal the Chairman may exercise a casting vote. The Chairman does not have a deliberative vote.
Proxy voting shall be permitted at all General Meetings provided a proxy form in the form approved by the Committee from time to time, has been duly completed and executed and is lodged with the Secretary at or before the commencement of the meeting. Proxies shall only be exercised by Members entitled to vote. No Member entitled to vote shall exercise more than one proxy vote at any one time.
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A Member shall be entitled to instruct his proxy to vote in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may exercise the proxy vote as he thinks fit.
Subject to the Act and this Constitution, the business of the Association shall be managed, and the powers of the Association shall be exercised, by the Committee. In particular, the Committee as the authority for surf life saving in Scarborough Wombarra shall be responsible for acting on local issues in accordance with the objects and shall operate for the benefit of the Members and the community throughout Scarborough Wombarra and shall govern surf life saving in Scarborough Wombarra in accordance with the objects of the Association, subject always to compliance with the Surf Life Saving NSW Constitution, regulations, polices and directives.
The Committee shall comprise:
who must all be Individual Members and who shall be elected under clause 29.
If the Committee considers it appropriate, in order to further the objects of the Association, it may allocate Committee Members to specific portfolios, with specific responsibilities, as determined in the discretion of the Committee.
It is expressly acknowledged that the Committee shall have the right to co-opt any person with appropriate experience or expertise to assist the Committee in respect of such matters and on such terms as the Committee thinks fit. Any person so co-opted shall not be a Committee Member, and shall not exercise the rights of a Committee Member, but shall act in an advisory role only.
The elections shall be by preferential ballot and shall be by secret ballot on papers prepared by the Secretary.
The Committee Members shall be elected in accordance with this Constitution annually, and subject to this Constitution, shall hold office from the conclusion of the Annual General Meeting at which they were elected until the conclusion of the next following Annual General Meeting. Committee Members may be re-elected.
In addition to the circumstances in which the office of a Committee Member becomes vacant by virtue of the Act, the office of a Committee Member becomes vacant if the Committee Member:
In the event of a casual vacancy or vacancies in the office of a Committee Member or Committee Members, the remaining Committee Members may act but, if the number of remaining Committee Members is not sufficient to constitute a quorum at a meeting of Committee Members, they may act only for the purpose of increasing the number of Committee Members to a number sufficient to constitute such a quorum.
The Committee shall meet as often as is deemed necessary in every calendar year for the dispatch of business (and shall be at least as often as is required under the Act) and subject to this Constitution may adjourn and otherwise regulate its meetings as it thinks fit. Four (4) Committee Members may at any time, and Secretary shall on the requisition of four (4) Committee Members, convene a meeting of the Committee within reasonable time.
Subject to this Constitution, questions arising at any meeting of the Committee shall be decided by a majority of votes and a determination of a majority of Committee Member shall for all objects be deemed a determination of the Committee. All Committee Members (except the Chairman) shall have one vote on any question. The Chairman shall have a casting vote where voting is equal, but shall have no deliberative vote.
At meetings of the Committee the number of Committee Members whose presence is required to constitute a quorum is four (4)
Unless all Committee Members agree to hold a meeting at shorter notice (which agreement shall be sufficiently evidenced by their apology or presence not less than 7 days written notice of the meeting of the Committee shall be given to each Committee Member. The agenda shall be forwarded to each Committee Member not less than four days prior to such meeting.
A Committee Member shall declare his interest in any contractual, selection, disciplinary or other matter in which a conflict of interest arises or may arise, and shall absent himself from discussions of such matter and shall not be entitled to vote in respect of such matter. In the event of an uncertainty as to whether it is necessary for a Committee Member to absent himself from discussion or refrain from voting, the issue should be immediately determined by vote of the Committee, or if this is not possible, the matter shall be adjourned or deferred.
The Secretary shall be appointed by the Committee for such term and on such conditions as it thinks fit.
The Secretary shall act as and carry out the duties of Secretary of the Association and shall administer and manage the Association in accordance with this Constitution.
The Secretary shall:
The Public Officer shall be appointed by the Committee for such term and on such conditions as it thinks fit.
The Committee may by instrument in writing create or establish or appoint from amongst its own members, or otherwise, special committees, sub-committees, boards, individual officers and consultants to carry out such duties and functions, and with such powers, as the Committee determines.
The Committee may in the establishing instrument delegate such functions as are specified in the instrument, other than:
A function, the exercise of which has been delegated under this clause, may whilst the delegation remains unrevoked, be exercised from time to time in accordance with the terms of the delegation.
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 Committee under clause 31 above. The entity exercising delegated powers shall make decisions in accordance with the objects and objects of the Association, and shall promptly provide the Association with details of all material decisions and shall provide any other reports, minutes and information as the Association may require from time to time.
A delegation under this clause may be made subject to such conditions or limitations as to the exercise of any function or at the time or circumstances as may be specified in the delegation.
The Committee may by instrument in writing, revoke wholly or in part any delegation made under this clause, and may amend or repeal any decision made by such body or person under this clause.
The Committee may formulate, issue, adopt, interpret and amend such Regulations for the property advancement, management and administration of the Association, the advancement of the objects of the Association and surf life saving in Scarborough Wombarra as it thinks necessary or desirable. Such Regulations must be consistent with the Constitution of the Association, the Surf Life Saving NSW Constitution, SLSA Constitution any Regulations made by Surf Life Saving NSW or SLSA and any policy directives of the Committee.
All Regulations made under this clause shall be binding on the Association and Members of the Association.
All clauses, rules, by-laws and regulations of the Association in force at the date of the approval of this Constitution insofar as such clauses, rules, by-laws and regulations are not inconsistent with, or have been replaced by this Constitution, shall be deemed to be Regulations under this clause.
The Secretary shall establish and maintain proper records and minutes concerning all transactions, business, meetings and dealings of the Association and the Committee and shall produce these as appropriate at each Committee or General Meeting.
Proper accounting and other records shall be kept in accordance with the Act. The books of account shall be kept in the care and control of the Secretary.
The Association shall retain such records for 7 years after the completion of the transactions or operations to which they relate.
The Committee shall submit to the Members at the Annual General Meeting the Statements of Account of the Association in accordance with this Constitution.
The Statements of Account when approved or adopted by an Annual General Meeting shall be conclusive except as regards any error discovered in them within 3 months after such approval or adoption.
The Secretary shall cause to be sent to all persons entitled to receive notice of Annual General Meetings of the Association in accordance with this Constitution, a copy of the Statements of Account, the Committee’s report, the auditor’s report (if any) and every other document required under the Act (if any).
All cheques, promissory notes, bankers, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Association, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by the Secretary and any one duly authorised Committee Member or any two duly authorised Committee Members or in such other manner as the Committee determines.
Notice of every General Meeting shall be given in the manner authorised in this Constitution.
The Secretary shall provide for safe custody of the Seal.
The Seal shall only be used by authority of the Committee and every document to which the seal is affixed shall be signed by two Committee Members or one Committee Member and the Secretary.
Every Committee Member, officer, auditor, manager, employee or agent of the Association shall be indemnified out of the property or assets of the Association against any liability incurred by him in his capacity as Committee Member, officer, auditor or agent in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in relation to any such proceedings in which relief is, under the Act, granted to him by the Court.
The Association shall indemnify its Committee Members, officers, managers and employees against all damages and costs (including legal costs) for which any such Committee Member, officer, manager or employee may be or become liable to any third party in consequence of any act or omission except wilful misconduct:
The Association is authorised to trade in accordance with the Act.