Constitution

CONSTITUTION

OF THE

ACT MASTERS SQUASH ASSOCIATION INCORPORATED

REVISED FEBRUARY 2017

INDEX

PRELIMINARY

  1. Name 1

 

  1. Definitions and Interpretations 1

 

  1. Severance 2

 

  1. The Associations Incorporations Act 1991(ACT) 2

 

  1. Objectives of the Association 2

 

  1. Powers of the Association 3

 

MEMBERS

 

  1. Members 3

 

  1. Acceptance of membership 3

 

  1. Life Members 3

 

  1. Register of members 3

 

  1. Effect of membership 4

 

  1. Cessation of Membership 4

 

  1. Resignation/Discontinuance of Membership 4

 

  1. Members’ Property Rights 4

 

  1. Liability of members 5

 

  1. Discipline 5

 

  1. Membership Fees 5

 

FUNDS

 

  1. Association Funds 5

 

  1. Audits 5

 

 

 

 

COMMITTEE OF MANAGEMENT

 

  1. Powers 6

 

  1. Composition of the Committee 6

 

  1. Vacancies 6

 

  1. Public officer 6

 

  1. Meetings of the Committee 7

 

  1. Chairperson of the Committee 7

 

  1. Delegations 7

 

ANNUAL GENERAL MEETINGS AND GENERAL MEETINGS

 

  1. Annual General Meeting 8

 

  1. General Meetings 8

 

  1. Notice of Annual/General meetings 8

 

  1. Presiding Member 8

 

  1. Quorum 8

 

  1. Business 8

 

  1. Notice of Motion 8

 

  1. Voting 9

 

  1. Making Decisions 9

 

BY-LAWS

 

  1. Establishing/Amending By-Laws 9

 

AMENDMENT

 

  1. Amendment of the Constitution 9

 

  1. Repealing of the Constitution 9

 



CONSTITUTION OF THE

ACT MASTERS SQUASH ASSOCIATION INCORPORATED

 

PRELIMINARY

  1. Name

1.1     The name of the Association is the ACT Masters Squash Association Incorporated (‘Association’).

  1. Definitions and Interpretations

2.1     Definitions

In this Constitution, unless the contrary intention appears:

2.1.1    ‘Act’ means the Associations Incorporation Act 1991 (ACT).

 

2.1.2      ‘Association’ means the ACT Masters Squash Association Incorporated.

 

2.1.3      ‘By-Law’ means any By-Law made by the Executive Committee under Clause 36.

 

2.1.4      ‘Colours’ of the Association are blue, white and yellow.

 

2.1.5      ‘Committee’ means the ‘Committee of Management’

 

2.1.6      ‘Constitution’ means this Constitution of the Association.

 

2.1.7      ‘Executive Committee’ means the committee consisting of the President, Vice-president, Secretary and Treasurer.

 

2.1.8      ‘Financial year’ means the year ending on the next 31 December following the incorporation of the Association and thereafter a period of 12 months commencing on 1 January and ending on 31 December of each calendar year.

 

2.1.9      ‘General Meeting’ means any meeting of the Association other than the Annual General Meeting.

 

2.1.10    ‘Intellectual property’ means all rights subsisting in copyright, business names, trademarks (or signs), logos, designs, equipment, including computer software, images (including photographs, videos or films) or service marks relating to the Association or any activity of or conducted, promoted or administered by the Association in the Australian Capital Territory.

 

2.1.11    ‘Life member’ means an individual appointed as a life member of the Association under Clause 9 of the Constitution.

 

2.1.12    ‘Member’ means a member who is not a member of the Executive Committee as referred to in clause 2.1.7.

 

2.1.13    ‘Objects’ means the objects of the Association in Clause 5.

 

2.1.14    ‘Public Officer’ means a person appointed to be the Public Officer of the Association in accordance with the Act.

 

2.1.15    ‘Register’ means a register of members kept and maintained in accordance with Clause 10.

 

2.1.16    ‘Term’ means a period of one year.

2.2     Interpretation

In this Constitution:

2.2.1      Words importing the singular include the plural and vice versa;

2.2.2      Words importing any gender include the other genders;

2.2.3      References to a person include the legal person or representative, successors and those persons who can legally assign their decision making powers to another person for various reasons;

2.2.4      Reference to a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re­enactments or replacements of any of them (whether the same or any legislative authority having jurisdiction); and

2.2.5      A reference to ‘writing’ shall unless the contrary intention appears, be constructed as including references to printing, lithographic, photograph and other modes of representing or reproducing words in a visible form, including messages sent by electronic mail.

  1. Severance

3.1    If any clause of this Constitution or any phrase contained in it is invalid or unenforceable, the clause or phrase is to be read down if possible, so as to be valid and enforceable.

3.2     Where the clause of phrase cannot be read down to be valid and enforceable, the clause or phrase shall be severed to the extent of the invalidity or enforceability, without affecting the remaining clauses of this Constitution.

  1. The Associations Incorporations Act 1991 (ACT)

4.1    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 model rules under the Act are expressly displaced by this Constitution save to the extent that they are not contained in the Constitution, or By-Laws of the Association.

  1. Objectives of the Association

5.1    The Association is established solely to achieve the objectives of the Association.

5.2    The objectives of the Association are

5.2.1    To promote, administer and encourage the game of squash for players aged 35 years or over;

5.2.2    To arrange for representation of the Association on any other body of   similar nature formed for the purpose of promoting squash generally;

5.2.3    To apply the assets and income of the Association solely in furtherance of its objectives, with no portion of them to be distributed directly or indirectly to members of the association except as reasonable compensation for services rendered or expenses incurred on behalf of the Association in pursuit of its objectives; and

5.2.5    To do all things necessary and incidental to achieving all, or any part of, the objects outlined in this clause.

  1. Powers of the Association

6.1    In addition to the rights, powers and privileges conferred under the Act, the Association has a legal capacity and power to do all things necessary and incidental to achieving the objects of the Association.

 

MEMBERS

  1. Members

7.1    To be a Member of the Association a person should have attained the age of 35 years.  However, at its discretion the Committee may allow Members under the age of 35 to play in one of the competitions carried out during the financial year.  A Member under the age of 35 is precluded from playing in Australian Masters Squash Association sanctioned tournaments.

7.2    A person may also be a Member of the Association if they have been made a Life Member.

  1. Acceptance of  Membership

8.1       For a person to be accepted as a member of the Association, they must

8.1.1    Have indicated their willingness to participate in one of the competitions carried out during the financial year; and

8.1.2    Undertake to pay the competition or reserve fee as determined from time to time.

8.4       Upon receipt of payment by the person, their name will be recorded in the Register.

8.5       Once the person’s name is entered in the Register they are a Member of the Association.

  1. Life Members

9.1       An individual who has given outstanding service to the Association may, by resolution at the Annual General Meeting, have a life membership conferred upon them.

9.2       A person on whom life membership is conferred must be notified in writing they are a life member.

  1. Register of Members

10.1     The Association shall keep a Register in which particulars of each Member shall be recorded.

10.2     The minimum information to be recorded in the Register for every Member is their full name, address, date of Birth and contact details.

10.3     Life Members in the Association shall be recorded in the Register.

10.4     Subject to confidentiality considerations and privacy laws as in force, the Register shall be available for inspection, but not copying, by Members upon a reasonable request, provided the information is being obtained to fulfil the objects of the Association.

  1. Effect of Membership

11.1     The Constitution is a contract which binds both the Association and the Member to the Constitution and By-laws;

11.2     Each Member shall comply with and be governed by the Constitution and By-Laws or any other policy made under those instruments during the period they remain a Member of the Association;

11.3     The Constitution and By-Laws are necessary and reasonable in allowing the Association to meet its objectives;

11.4     They are entitled to all benefits, advantages, privileges and services of Association membership; and

12.5     A Member’s entitlements are not transferrable and terminate once they cease to be a Member.

  1. Cessation of Membership

A person covered by clause 7 ceases to be a Member of the Association if:

12.1     The individual person dies;

12.2     The individual ceases to be a Member of the Association;

12.3     If their membership is revoked; or

12.4     The Association is dissolved, wound up or otherwise disqualified under the Act.

  1. Resignation/Discontinuance of Membership

13.1     A Member of the Association may resign and upon receipt of the letter of resignation, the Member ceases to be a Member of the Association.

13.2     A membership of the Association may be discontinued by the Executive Committee for a breach of any of the clauses of the Constitution or By-Laws.

13.3     In deciding whether a membership should be discontinued, the Executive Committee is to consider whether the conduct is in breach of the Constitution and By-Laws, in addition to any other relevant factors.

13.4     Prior to the Executive Committee determining that a membership is discontinued, the Member must have the opportunity to respond in accordance with the discipline protocols outlined in the Constitution and/or By-Laws.

13.5     A Member whose membership has been discontinued may seek to reapply for membership in accordance with the Constitution.

  1. Members’ Property rights

14.1     Once a Member ceases to be a Member of the Association they forfeit all rights they have with respect to the Association.

14.2     Any property belonging to the Association, in the Member’s possession when their membership ends or they otherwise cease to be a Member, must be returned to the Association and the Member forfeits any intellectual property to the Association.

  1. Liability of Members

15.1     No Member is personally liable to contribute towards the payments of any debts or liabilities of the Association that may arise, save to the extent of any unpaid membership fees.

  1. Discipline

16.1     The method of disciplining any Members is to be as provided by the Constitution and/or By-Laws.

  1. Membership Fees

17.1     A Member shall pay to the Association an annual fee of an amount determined by the Committee and paid by each Member, from 1 January in each calendar year.

17.2     Failure to pay the annual fee by a Member constitutes a breach of the Constitution.

17.3     A Life Member is exempt from payment of any membership fees.

 

FUNDS

  1. Association Funds

18.1     The funds of the Association will be derived from membership fees, competition fees, reserve fees, raffles, sponsorship and subject to any resolution passed by the Committee, other sources approved by the Committee.

18.2     All funds received by the Association will be deposited into the Association’s bank account as soon as practicable.

18.3     The funds of the Association shall be used to achieve the objectives of the Association.

18.4     All invoices, accounts or other liabilities paid by the Association must be approved by the Treasurer.

  1. Audits

19.1     At the Annual General Meeting an Honorary Auditor must be appointed by the Association. The Honorary Auditor is to be elected by a simple majority.

19.2     The Honorary Auditor will audit the financial records of the Association and report to the Members at the next Annual General Meeting after their appointment.


 

 

COMMITTEE OF MANAGEMENT

  1. Powers

20.1     Subject to the Constitution and By-Laws, and to any resolution passed by the Association in general meeting the Committee

  • Shall control and manage the affairs of the Association;

 

  • May exercise all such functions as may be exercised by the Association other than those functions that are required by these rules to be exercised by a general meeting of the Association; and

 

  • Has power to perform all such acts and do all such things as appear to the Committee to be desirable for the proper management of the affairs of the Association.
  1. Composition of the Committee

21.1     The Committee shall consist of the Executive Committee plus three Members of the Association or such other number of Association Members as shall be determined at the Annual General Meeting, each of whom shall be elected at the Annual General Meeting of the Association pursuant to Clause 27.

21.2     The Executive Committee shall consist of:

22.2.1  The President;

22.2.2  The Vice-President;

22.2.3  The Secretary; and

22.2.4  The Treasurer.

21.3     Should a vacancy arise in the Committee, the Committee may appoint a temporary Committee Member to fill the vacancy until a new Committee Member is appointed pursuant to the Constitution and By-Laws.

21.4     On appointment, each member of the Committee will hold that position for a period of one year.

  1. Vacancies

22.1     A vacancy in the Committee arises if the Member:

22.1.1  Dies;

22.1.2  Ceases to be a Member of the Association;

22.1.3  Resigns from the Committee;

22.1.4  Is removed from office;

22.1.5  Becomes bankrupt or personally insolvent; or

22.1.6  Is otherwise disqualified under the Act.


 

 

  1. Public Officer

23.1     The Committee must elect a Public Officer of the Association, who will ensure the Association’s compliance with the Act.

23.2     The Public Officer will be elected by a simple majority at a meeting of the Committee.

23.3     The Committee may appoint someone other than a Member of the Committee, provided they consent to accepting the position in writing.

  1. Meetings of the Committee

24.1     The Committee shall meet as often as is deemed necessary to attend to the business of the Association, but on sufficient occasions so as to satisfy the requirements of the Act, and the Constitution.

24.2     Subject to the Constitution, any issues to be determined by the Committee at the meetings shall be determined by a simple majority of votes. To remove any doubt, where a vote is equal the motion will be lost.

24.3     All Committee members have one vote for each item of business.

24.4     No business can be transacted at a Committee meeting without a quorum of three members.

24.5     Unless all Committee members agree, no Committee meeting shall be held unless each Committee member receives at least 48 hours written or oral notice.

24.6     An agenda for each meeting must be forwarded to each Committee Member no less than 24 hours prior to each Committee meeting.

  1. Chairperson of Committee

25.1     At the first meeting of the Committee after an Annual General Meeting, the Committee shall appoint the President who will act as the chairperson of each meeting at which they are present.

25.2     If the President is unable to attend a meeting, then a temporary chairperson, being another member of the Committee, may be elected, for that meeting only.

  1. Delegations

26.1     The Committee, by written agreement, may create or establish Special Committees. The Committee will also determine who shall constitute the Special Committees and stipulate the functions and duties the Special Committee is to attend to.

26.2     The powers that may be delegated to a Special Committee by the Committee are those that are specified in the written statement but cannot include the power of delegation provided by this clause or a function imposed on the Committee by the Act, this Constitution, Regulations or By-Laws.

26.3     The delegation given to the Special Committee may be revoked at any time by a simple majority vote of the Committee.

26.4     In exercising their delegated responsibility, the Special Committee is to proceed in the same manner as the Committee, as provided for in this Constitution, Regulations and By-Laws.

26.5     Any votes by the Special Committee will follow the same process as for the Committee.

 

ANNUAL GENERAL MEETINGS AND GENERAL MEETINGS

  1. Annual General Meeting

27.1     The Association must hold an Annual General Meeting at least once in each calendar year and within five months after the expiration of each financial year of the Association.

27.2     Notice of the Annual General Meeting must be given in accordance with clause 29.

  1. General Meetings

28.1     The Committee may call a General Meeting at any time they deem appropriate.

28.2     Notice of a General Meeting must be given in accordance with clause 29.

  1. Notice of Annual/General Meetings

29.1     Members must be given at least 14 days written notice of an Annual General meeting or General Meeting, including details of the location, date and time of the meeting.

29.2     Members must be given notice of all business to be transacted at the Annual General Meeting or General Meeting at least five days prior to the meeting.

  1. Presiding Member

30.1     The President, or where the President is absent an appointed member of the Committee, will chair the Annual General Meeting or any General Meeting.

  1. Quorum

31.1     For any business to be transacted at the Annual General Meeting or a General Meeting, there must be a quorum of at least five members.

  1. Business

32.1     No business other than that stated on the notice for the Annual General Meeting or a General Meeting shall be transacted at that meeting.

  1. Notice of Motion

33.1     Members entitled to vote may submit notices for motion for inclusion of special business at an Annual General Meeting or a General Meeting. All notices of motion must be submitted in writing to the Secretary at least seven days prior to a General Meeting.

33.2     Each Member gets one vote for each notice of motion.

33.3     Each Member is allowed to submit a proxy vote at an Annual General Meeting or General Meeting but if the proxy vote is not received by the Association at least one day prior to the Annual General Meeting or General Meeting, it is to be disregarded.


 

  1. Voting

34.1     Each Member present at the Annual general Meeting or General Meeting is entitled to one vote but, in the event of an equality of votes on any one issue, the person presiding may exercise a second or casting vote.

  1. Making Decisions

35.1     Any matter of business put to a vote at the Annual General Meeting or a General Meeting will be decided by a simple majority, unless otherwise provided by this Constitution.

 

 

BY-LAWS

  1. Establishing/Amending By-Laws

36.1     The Association may implement and amend By-Laws.

36.2     Any proposed amendments to the By-Laws must be provided to each Member.

36.3     Any new By-Laws, or amendments to the By-Laws, must be passed by a normal majority at any Annual General Meeting or General Meeting.

36.4     The new By Laws, including any amendments, will be taken to come into effect 14 days after the By-Laws, including any amendments, are passed.

 

AMENDMENT

  1. Amendment of the Constitution

37.1     This constitution shall not be amended unless any amendment is approved by at least 75% of all members present at the Annual General Meeting or General Meeting at which the motion to make the changes is presented.

37.2     Any proposed amendments must be provided to each member.

  1. Repealing the Constitution

38.1     If this Constitution is repealed, any appointment made or motion passed under this Constitution shall continue in force, to the extent it is practicable, as if it were made under this Constitution.