CONSTITUTION

1 Fitzy’s Waterford Social Golf Club Inc. - Constitution adopted at the General Meeting 24thFebruary 2008

OBJECTS:-

2. ( a ) To promote and develop the game of golf within the local area.

( b ) To provide social alternatives for Members and their families.

( c ) To hold Golfing Competitions and meetings.

( d ) Any other appropriate activities as seen fit for the Members.

POWERS:-

3. ( 1 ) The club has, in the exercise of its affairs, all the power of an individual.

( 2 ) The club may, for example:-

( a ) enter into contracts; and

( b ) acquire, hold, deal with and dispose of property; and

( c ) make charges for services and facilities it supplies; and

( d ) do other things necessary or convenient to be done in carrying out its affairs.

( 3 ) The club may take over the funds and other assets and liabilities of the present incorporated club known as the “Waterford Arms Social Golf Club Inc.”.

( 4 ) The club may also issue secured and unsecured notes, debentures and debenture stock for the club.

CLASSES OF MEMBERSHIP:-

4. (1) The membership of the club shall consist of ordinary members.

(2) The number of ordinary members shall be unlimited.

MEMBERS:-

5. ( 1 ) Every applicant for membership of the club shall be proposed by one member of the club and seconded by another member.

( 2 ) The application for membership shall be made in writing, signed by the applicant and the applicant’s proposer and seconder and shall be in such form as the management

committee from time to time prescribes.

MEMBERSHIP FEES:-

6. ( 1 ) The membership fee for a member shall be the sum as the members shall from time to time at any general meeting determine.

( 2 ) The membership fee for a member shall be payable at such time and in such manner as the management committee shall from time to time determine.

ADMISSION AND REJECTION OF MEMBERS:-

7. ( 1 ) At the next meeting of the management committee after the receipt of any application and fee applicable for a membership, such application shall be considered by the

management committee, who shall thereupon determine the admission or rejection of the applicant.

( 2 ) Any applicant who receives a majority of the votes of the members of the management committee present at the meeting at which such application is being considered

shall be accepted as a member.

( 3 ) Upon the acceptance or rejection of an applicant for membership the secretary shall forthwith give the applicant notice in writing of such acceptance or rejection.

TERMINATION OF MEMBERSHIP:-

8. ( 1 ) A member may resign from the club at any time by giving notice in writing to the secretary.

( 2 ) Such resignation shall take effect at the time such notice was received by the secretary unless a later date is specified in the notice when it shall take effect on the later date.

( 3 ) If a member:-

( a ) Is convicted of an indictable offence; or

( b ) Fails to abide by the constitution; or

( c ) Has membership fees in arrears for a period of 2 months or more; or

( d ) Conducts himself or herself in a manner considered to be injurious or prejudicial to the character or interests of the club;

The management committee shall consider whether the member’s membership shall be terminated.

( 4 ) The member concerned shall be given a full and fair opportunity of presenting the member’s case and if the management committee resolves to terminate the

membership it shall instruct the secretary to advise the member in writing accordingly.

APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP:-

9. ( 1 ) A person whose application for membership has been rejected or terminated may within 1 month of receiving written notification thereof, lodge with the secretary

written notice of the person’s intention to appeal against the decision of the management committee.

( 2 ) Upon receipt of a notification of intention to appeal against rejection or termination of membership the secretary shall convene, within one (1) month of the date

of receipt by the secretary of such notice, a general meeting to determine the appeal.

( 3 ) At any such meeting the applicant shall be given the opportunity to fully present their case and the management committee or those members thereof who

rejected or terminated the membership subsequently shall likewise have the opportunity to present its or their case.

( 4 ) The appeal shall be determined by the vote of the members present at such meeting.

( 5 ) Where a person, whose application is rejected, does appeal against the decision of the management committee within the prescribed time or so appeals but is

unsuccessful, the secretary shall forthwith refund the amount of any fees paid.

10. ( 1 ) The management committee shall cause a register to be kept in which shall be entered the names and residential addresses of all persons admitted to membership

of the club and the dates of their admission.

( 2 ) Particulars shall also be entered into the register of deaths, resignations, terminations and reinstatements of membership and any further particulars as the

management committee or the members at any general meeting may require from time to time.

( 3 ) The register shall be open for inspection at all reasonable times by any member who previously applies to the secretary for inspection.

SECRETARY:-

11. ( 1 ) If a vacancy happens in the office of secretary, the members of the management committee must appoint or elect a secretary within 1 month after the vacancy happens.

( 2 ) The secretary must be an individual residing in Queensland, or in another State but not more than 65km from the Queensland border, who is:-

( a ) a member of the club elected by the club as secretary; or

( b ) a member of the club committee appointed by the management committee as secretary; or

( c ) appointed by the management committee as secretary (whether or not the individual is a member of the club).

( 3 ) The management committee may appoint and remove the secretary at any time.

POSITIONS OF MANAGEMENT AND SUB-MANAGEMENT COMMITTEE:-

12. ( 1 ) The management committee officers of the club shall consist of the President, Secretary and Treasurer. A sub-management committee of the club shall consist of the

Club Captain, Raffle Convener and such number of other members as the members of the club at any General Meeting may from time to time elect or appoint, all of

whom shall be members of the club.

( 2 ) At the annual general meeting of the club, all the management committee officers and members of the sub-management committee, for the time being shall retire from

office, but shall be eligible upon nomination for re-election.

( 3 ) The election of management committee officers and sub-management committee members shall take place as follows:-

( a ) Any 2 members of the club shall be at liberty to nominate any other member to serve as a management committee officer or other member of the

sub-management committee;

( b ) The nomination, which shall be in writing and signed by the member’s proposer and seconder, shall be lodged with the secretary at least 14 days before the

annual general meeting at which the election is to take place;

( c ) A list of candidates’ names in alphabetical order, with the proposers’ and seconders’ names shall be posted in a conspicuous place in the office or usual place

of meeting of the club for at least 7 days immediately preceding the annual general meeting.

( d ) Balloting lists shall be prepared (if necessary) containing the names of the candidates in alphabetical order, and each member present at the annual general

meeting shall be entitled to vote for any number of candidates not exceeding the number of vacancies;

( e ) Should, at the commencement of such meeting, there be an insufficient number of candidates nominated, nominations may be taken from the floor of the meeting.

RESIGNATION OR REMOVAL FROM OFFICE OF A MEMBER OF THE MANAGEMENTAND OR SUB-MANAGEMENT COMMITTEE:-

13. ( 1 ) Any member of the management and sub-management committee may resign from office at any time by giving notice in writing to the secretary such resignation shall

take effect at the time of receipt by the secretary unless a later date is specified in the notice when it shall take effect on that later date, or such member may be removed

from office at a general meeting of the club where that member shall be given the opportunity to fully represent the members’ case.

( 2 ) The question of removal shall be determined by the vote of the members present at such a general meeting.

( 3 ) There is no right of appeal against a member’s removal from office under this section.

VACANCIES ON THE MANAGEMENT AND SUB-MANAGEMENT COMMITTEES:-

14. ( 1 ) The management committee shall have the power at any time to appoint any member of the club to fill any casual vacancy on the management and sub-management

committee until the next annual general meeting.

( 2 ) The continuing members of the management committee may act despite a casual vacancy on the management committee. However, if the number of management

committee members is less than the number fixed under this constitution as a quorum of the management committee, the continuing members may act only to -

( a ) increase the number of members of the management committee to that number required for a quorum: or

( b ) call a general meeting of the club.

FUNCTIONS OF THE MANAGEMENT/SUB-MANAGEMENT COMMITTEE:-

15. ( 1 ) Except as otherwise provided by the constitution and subject to resolutions of the members of the club carried at any general meeting the management/sub-management

committee:-

( a ) shall have general control and management of the administration of the affairs, property and funds of the club; and

( b ) shall have authority to interpret the meaning of the constitution and any matter relating to the club on which the constitution is silent.

( 2 ) The management/sub-management committee may exercise all the powers of the club:-

( a ) to borrow or raise or secure the payment of money in such manner as the members of the club may think fit and secure the same or the payment or performance

of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the club in any way and in particular by the issue of debentures,

perpetual or otherwise, charged upon all or any of the club’s property, both present and future, and to purchase, redeem or pay off any such securities;

( b ) to borrow amounts from the members and to pay interest on the amounts borrowed and to mortgage or charge its property or any part thereof and to issue

debentures and other securities, whether outright or as security for any debt, liability or obligation of the club, and to provide and pay off any such securities; and

( c ) invest in such manner as the members of the club may from time to time determine.

( 3 ) For sub-section ( 2 ) ( b ) the rate of interest must not be more than the rate for the time being charged for overdrawn accounts for the money lent (whatever the term

of the loan) by:-

( a ) the financial institution for the club; or

( b ) if there is more than 1 financial institution for the club – the financial institution nominated by the management committee.

MEETINGS OF MANAGEMENT/SUB-MANAGEMENT COMMITTEE:-

16. ( 1 ) The management/sub-management committee shall meet at least every 4 calendar months to exercise its functions.

( 2 ) The management committee must decide how a meeting is to be called.

( 3 ) Notice of a meeting is to be given in the way decided by the management committee.

( 4 ) A special meeting of the management/sub-management committee shall be convened by the secretary on the request in writing, signed by no less than one-third of the

members of the management/sub-management committee, which requisition shall clearly state the reasons why such special meeting is being convened and the nature

of the business to be transacted thereat.

( 5 ) At every meeting of the management/sub-management committee a simple majority of a number equal to the number of members elected and or appointed to the

management/submanagement committee as at the close of the last general meeting of the members, shall constitute a quorum.

( 6 ) Subject as previously provided in this section, the management/sub-management committee may meet together and regulate its proceedings as it thinks fit.

( 7 ) In any other case it shall stand adjourned to the same time and place in the next week, or to such time and place as the management/sub-management committee may

determine, and if at that meeting a quorum is not present within 30 minutes of the appointed meeting time the meeting shall lapse.

( 8 ) A question arising at a management/sub-management committee meeting is to be decided by a majority vote of members of the committee present at the meeting, if the

votes are equal, the question is decided in the negative.

( 9 ) the secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every management/sub-management committee

meeting and general meeting to be entered in a book to be open for inspection at all reasonable times by any financial member who previously applies to the secretary

for that inspection.

(10) for the purposes of ensuring the accuracy of the recording of such minutes, the chairperson of that meeting or the chairperson of the next succeeding management

committee meeting verifying their accuracy shall sign the minutes of every management/sub-management committee meeting.

APPOINTMENT OF SUBCOMMITTEES: -

17. ( 1 ) The management committee may delegate any of its powers to a sub-committee consisting of such members of the club as the management committee thinks fit.

( 2 ) Any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulation that may be imposed by the management committee.

( 3 ) A sub-committee may elect a chairperson of its meetings.

( 4 ) If no such chairperson is elected, or if at any meeting the chairperson is not present within 10 minutes after the time appointed for holding the meeting, the members

present may choose 1 of their number to be chairperson of the meeting.

( 5 ) A sub-committee may meet and adjourn, as it thinks proper.

( 6 ) Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be

deemed to be decided in the negative.

ACTS NOT AFFECTED BY DEFECTS OR DISQUALIFICATIONS:-

18. ( 1 ) An act performed by the management committee, a sub-committee or a person acting as a member of the management committee is taken to be validly performed.

( 2 ) Subsection (1) applies even if the act was performed when -

( a ) there was a defect in the appointment of a member of the management committee or the person, sub-committee or person acting as a member of the

management committee; or a management committee member, sub-committee member or person acting as a member of the management committee was

disqualified from being a member.

RESOLUTIONS OF MANAGEMENT COMMITTEE WITHOUT MEETING:-

19. ( 1 ) A resolution in writing signed by all members of the management committee for the time being entitled to receive notice of a meeting of the management committee

shall be as valid and effectual as if it had been passed at a meeting of the management committee duly convened and held.

( 2 ) Any such resolution may consist of several documents in like form, each signed by 1 or more members of the management committee.

ANNUAL GENERAL MEETINGS:-

22. An annual general meeting must be held:-

( a ) At least once every year; and

( b ) within 6 months after the end of the clubs’ previous financial year.

BUSINESS TO BE TRANSACTED AT ANNUAL GENERAL MEETING:-

23. The following business must be transacted at every annual general meeting:-

( a ) The receiving of the statement of income and expenditure, assets and liabilities and of mortgages, charges and securities affecting the property of the club for

the last financial year;

( b ) Receiving of the auditor’s report on the financial affairs of the club for the last financial year.

( c ) The presenting of the audited statement to the meeting for adoption;

( d ) The election of members of the management committee;

( e ) The appointment of an auditor.

SPECIAL GENERAL MEETING:-

24. ( 1 ) The secretary shall convene a special general meeting by sending out notice of the meeting within 14 days of:-

( a ) being directed to do so by the management committee; or

( b ) being given a requisition in writing signed by not less than one- third of the members presently on the management/sub-management committee or not less

than the number of ordinary members of the club that equals double the number of members presently on the management/submanagement

committee plus one;

( c ) being given notice in writing of an intention to appeal against the decision of the management/sub-management committee to reject an application for

membership or to terminate the membership of any person.

( 2 ) A requisition mentioned in subsection ( 1 ) ( b ) shall clearly state the reasons why such a special general meeting is to be convened and the nature of the business to

be transacted thereat.

QUORUM AT GENERAL MEETING:-

25. ( 1 ) At any general meeting the number of members required to constitute a quorum shall be double the management committee plus 1.

( 2 ) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

( 3 ) For the purposes of this rule:- “ Member ” includes a person attending as a proxy or as representing a corporation which is a member.

( 4 ) If within 30 minutes from the time appointed for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of

members of the management committee or the club, shall lapse.

( 5 ) In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day, time, and place as the management

committee may determine, and if at that adjourned meeting a quorum is not present within 30 minutes from the appointed starting time, the members present shall be

the quorum.

( 6 ) The chairperson may, with the consent of any meeting at which a quorum is present (and shall if directed by the meeting), adjourn the meeting from time to time and

from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment

took place.

( 7 ) When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.

( 8 ) Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meting.

NOTICE OF GENERAL MEETINGS:-

26. ( 1 ) The secretary shall convene all general meetings of the club by giving not less than 14 days notice of any such meeting to the members of the club.

( 2 ) The management committee shall determine the manner by which such notice shall be given.

( 3 ) However, notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of his membership

by the management committee shall be given in writing.

( 4 ) Notice of a general meeting shall clearly state the nature of the business to be discussed thereat.

PROCEDURE AT GENERAL MEETINGS:-

27. ( 1 ) Unless otherwise provide by the constitution, at every general meeting:-

( a ) the president shall preside as chairperson, or if there is no president, or if the president is not present within 15 minutes after the time appointed for holding of

the meeting or is unwilling to act, the Secretary shall chair the meeting or if the Secretary is not there or unwilling to chair the meeting then members present

shall elect one of their number to be chairperson of the meeting; and

( b ) the chairperson shall maintain order and conduct the meeting in a proper and orderly manner; and

( c ) every question, matter or resolution shall be decide by a majority of votes of the members present; and

( d ) every member present shall be entitled to one vote and in the case of an equality of votes the chairperson shall have a second or casting vote; and

( e ) however, no member shall be entitled to vote at any general meeting if the member’s annual subscription is more than 1 month in arrears at the date of the

meeting; and

( f ) voting shall be by show of hands or a division of members, unless not less than one-fifth of the members present demand a ballot, in which event there shall be

a secret ballot; and

( g ) the chairperson shall appoint two members to conduct the secret ballot in such manner as the chairperson shall determine and the result of the ballot as declared

by the chairperson shall be deemed to be the resolution of the meeting at which the ballot was demanded; and

( h ) a member may vote in person or by proxy or by an attorney and on a show of hands every person present who is a member or a representative of a member

shall have one vote and in a secret ballot every member present in person or by proxy or by attorney or other duly authorised representative shall have one

vote; and

( i ) the instrument appointing a proxy shall be in writing, in the common or usual form under the hand of the appointer or the appointer’s attorney duly authorised in

writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised; and

( j ) a proxy may but need not be a member of the club; and

( k ) the instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot; and

( l ) where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form

as near thereto as circumstances permit:-

CLUB:- Fitzy’s Waterford Social Golf Club Inc.

I………………………………… of…………………………………, being a member of the abovementioned club, hereby appoint …………………………………………….of

…………………………………………, or failing the member, …………………………of ………………………………………….. as my proxy to vote for me on my behalf at the general

(annual) meeting of the club, to be held on the ………..day of …………... and at any adjournment thereof.

Signed this ……….day of………………,20….

This form to be used * in favour

against

the resolution.

*Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as the proxy thinks fit.);

( m ) the instrument appointing a proxy shall be deposited with the secretary prior to the commencement of any meeting or adjourned meeting at which the person

named in the instrument proposes to vote; and

( n ) the secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every general meeting to be entered in a book

to be open for inspection at all reasonable times by any financial member who previously applies to the secretary for that inspection.

( o ) for the purposes of ensuring the accuracy of the recording of such minutes, the chairperson of that meeting or the chairperson of the next succeeding general

meeting verifying their accuracy shall sign the minutes of every management committee meeting.

BY-LAWS:-

28.

The management/sub-management committee may from time to time make, amend or repeal by-laws, not inconsistent with the constitution, for the internal management of the club and any bylaw may be set aside by a general meeting of members.

ALTERATION OF CONSTITUTION:-

29. ( 1 ) Subject to the provisions of the Clubs Incorporation Act 1981, the constitution may be amended, rescinded or added to from time to time by a special resolution carried

at any general meeting.

( 2 ) However an amendment, repeal or addition is only valid if it is registered by the Chief Executive of the Office Of Fair Trading.

COMMON SEAL:-

30. ( 1 ) The management committee must ensure the club has a common seal.

( 2 ) The common seal must be –

( a ) kept securely by the management committee; and

( b ) used only under the authority of the management committee.

( 3 ) Each instrument to which the seal is attached must be signed by a member of the management committee and countersigned by -

( a ) another member of the management/sub-management committee

( b ) someone authorised by the management/sub-management committee.

FUNDS AND ACCOUNTS:-

31. ( 1 ) The funds of the club must be kept in the name of the club in a financial institution decided by the management committee.

( 2 ) Records and accounts shall be kept in the English language showing full and accurate particulars of the financial affairs of the club.

( 3 ) All moneys shall be deposited as soon as practicable after receipt thereof.

( 4 ) All amounts of $500.00 or over shall be paid by cheque signed by any two of the president, secretary, treasurer, or other member authorised from time to time by

the management committee.

( 5 ) Cheques shall be crossed “not negotiable” except those in payment of wages, allowances or petty cash recoupments which may be open.

( 6 ) The management committee shall determine the amount of petty cash, which shall be kept, on the imprest system.

( 7 ) All expenditure shall be approved or ratified at a management committee meeting.

( 8 ) As soon as practicable after the end of each financial year the treasurer shall cause to be prepared a statement containing the particulars of:-

( a ) the income and expenditure for the financial year just ended; and

( b ) the assets and liabilities and of all mortgages, charges and securities affecting the property of the club at the close of that year.

( 9 ) The auditor must examine the statement prepared under subsection ( 8 ) and present a report on it to the secretary before the next annual general meeting following

the financial year for which the audit was made.

( 10 ) The income and property of the club must be used solely in promoting the club’s objects and exercising the club’s powers.

DOCUMENTS:-

32.

The management committee shall provide for the safe custody of financial records, books, documents, instruments of title and securities of the club.

FINANCIAL YEAR:-

33.

The financial year of the club shall close on 31st December in each year.

DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY:-

34. ( 1 ) This section applies if the club is wound-up under part 10 of the Act and there are surplus assets.

( 2 ) The surplus assets must not be distributed among the members but must be given to another entity:-

( a ) that has objects similar to the club’s objects; and

( b ) the rules of which prohibit the distribution of the entity’s income and assets to its members.

( 3 ) In this section:- “surplus assets” has the meaning given by section 92 (3) of the Act.

SECTION 20 - “First General Meeting” deleted at the Special General Meeting 21st May 2000.

SECTION 21- “First Annual General Meeting” deleted at the Special General Meeting 21st May 2000.

SECTION 4 – All references to ‘Classes of Membership’ have been removed- adopted at the General Meeting 24February 2008.

SECTION 12 - The redefining of the Management Committee (reducing management committee numbers to better facilitate any meeting Quorum. – the adoption of a

Sub-Management committee at the General Meeting 24February 2008.

SECTION 13 - Sub-Management added – other wording amended in line with ‘model rules’ of the Clubs Incorporation Regulation 1999 evidenced in the Office of Fair

Trading publication “Good Business Guide” December 2004 at the General Meeting 24February 2008.

SECTION 14 – Sub-Management added – other wording amended in line with ‘model rules’ of the Clubs Incorporation Regulation 1999 evidenced in the Office of Fair Trading

publication “Good Business Guide” December 2004 at the General Meeting 24February 2008.

SECTION 18 – Amended in line with ‘model rules’ of the Clubs Incorporation Regulation 1999 evidenced in the Office of Fair Trading publication “Good Business Guide”

December 2004 at the General Meeting 24February 2008.

SECTION 22 - 6 months adopted at the General Meeting 24February 2008.

SECTION 28 – ‘Alteration Of Rules changes’ to ‘Alteration Of Constitution’; reference to the ‘rules’ changed to ‘Constitution’ at the General Meeting24February 2008.

SECTION 31 - The term RECORDS introduced in lieu of ‘proper books’ (Electronic Records also accepted) at the General Meeting 24February 2008.

SECTION 32 – The term “financial records’ added at the General Meeting 24February 2008.

GENERAL CONTENT – The word ‘association’ is replaced by the word ‘club’- any reference to ‘rules’ is deleted or replaced by the reference ‘constitution’; various grammar,

expressions & typographical errors & omissions amended at the General Meeting 24February 2008.

BY-LAWS:-

28. ( 1 ) Membership fees to be determined at 1 st general meeting each year.

( 2 ) Match fees to be $35.00 per game.