KEMPSEY SWIMMING CLUB
INCORPORATED CONSTITUTION cont.
10 CLUB OFFICERS (v) Race Secretary (vi) Membership Registrar 10.2 The Officers of The Club are
to be elected at the Annual General Meeting (clause 15) and to hold office,
subject to the constitution, until the ensuing Annual General Meeting. There
are no limits to the number of Consecutive Terms that can be served by an
elected officer. 11. MANAGEMENT
COMMITTEE. 11.1 The Management Committee is
to consist of The Officers (as per clause 10) and up to five (5) ordinary
members elected at the Annual General Meeting. 11.2 The Management Committee is
to have power to co-opt one or more additional members for any special purpose
within the objects of The Club. The Management Committee may elect a
subcommittee specific to that purpose when considered necessary. 11.3 Any vacancy in the
Management Committee or the Officers may be filled by the Management Committee
and any person so appointed may, subject to the constitution, hold office until
the ensuing Annual General Meeting. 11.4 Subject to the constitution
of The Club, if any member of the Management Committee absents himself without
reasonable cause for three consecutive meetings of the Management Committee, his
position is to be declared vacant at the next meeting, provided the member is; a) notified in writing, prior to
that fourth (4th) meeting, of
the intention of the Management Committee, and b) permitted to submit in
writing, or personally at, that fourth meeting of his reasons for nonattendance
at the three (3) previous consecutive meetings. 11.5 The Management Committee may
act notwithstanding any vacancy in its body. 12. EXECUTIVE
COMMITTEE. The Executive Committee is to
comprise of the President, Vice President, Secretary and the Treasurer. Generally, the Executive is to
act for the Club during periods between meetings and is to report any such
actions for endorsement at the next Management Committee Meeting, At a meeting of the Executive,
three (3) is to form a quorum. 13. DUTIES OF
OFFICERS. 13.1 The President shall preside
over all meetings of the Club and Committees appointed at the Annual General
Meeting. In the absence of the President the Vice-President shall be chairman
or, if the Vice-President is not in attendance, the meeting shall elect its own
chairman. 13.2 The Secretary shall; a) keep detailed minutes of all
meetings held, b) conduct the correspondence of
The Club c) prepare, under instructions of
the Executive, a full report of the years activities for presentation at the
Annual General Meeting and to Swimming New South Wales and Swimming North Coast,
and d) hand all subscriptions and
other monies received by him to the Treasurer at the earliest opportunity. 13.3 The Treasurer shall; a) pay promptly all accounts
passed by the Management Committee Meeting and submit to the Annual General
Meeting a full statement of income and expenses of the past Financial Year for the
information of members. b) arrange for all monies to be
regularly banked to the credit of an account, or accounts, opened in the name
of The Club with a bank, or such other financial institutions, approved from
time to time by the Management Committee. c) present an interim statement
of The Club's financial position at each Management Committee meeting and
produce the bank, or other financial institutions, statements and deposit
books, if and when required. There shall be three (3)
authorized signatories for the operation of The Club's bank and/or investment accounts
provided that at least two (2) signatories are required for the purpose of
withdrawing any amount from either account. 13.4 The Race Secretary shall; a) call for nominations for club
night competitions and determine the closing date/time. They shall prepare and
supervise the conduct of the program at all club nights. They shall record all
results and ensure all records remain available for inspection by the
Management Committee if and when required, b) call for and accept
nominations from registered members to compete at events in which they are eligible
to compete, other than club nights. They shall verify that all times stated on
entries have been achieved and lodge all entries, using the method appropriate
to that meet, prior to the advertised closing date. Hand all entry monies
received by him, with a balanced reconciliation, to the Treasurer at the
earliest opportunity. 13.5 The Membership Registrar
shall administer membership to the Kempsey Swimming Club, Swimming North Coast,
Swimming New South Wales and Swimming Australia, using the applicable methods. 14. ELECTION
PROCESS. 14.1 All elections shall be
conducted by Secret Ballot, on a “first past the post” basis. 14.2 Each Member, or Life Member,
present and entitled to vote under Clause 5, who is a fully paid up member and
is sixteen years of age or over at the time of the General Meeting, may vote
for any number of candidates but not more than the number of vacancies. 14.3 If insufficient nominations
are received, any vacant positions remaining are taken to be casual vacancies
and dealt with as detailed in Clause 11.3. 14.4 If the ballot results in two
(2) or more candidates with equal votes, lots shall be drawn to determine the successful
candidates. 15. ANNUAL
GENERAL MEETING. 15.1 The Annual General Meeting
of the Club is to be held in the month of June in each calendar year on such
date as the Management Committee shall determine and for which at least thirty
(30) days notice is to be given by the secretary by public notice. 15.2 The order of business at the
Annual General Meeting will be; a) to confirm the minutes of the
previous Annual General Meeting, b) to receive from the Executive
the Annual Report, including the Balance Sheet and Statement of Income and
Expenditure of the preceding Club year, c) to receive reports from any of
the other Club Officers, d) to elect; (i) Officers of The Club as
listed in clause 10, (ii) Members of the Management
Committee, (iii) Member Protection
Information Officer, (iv) One (1) delegate to the
General Conference of Swimming New South Wales, (v) At least two delegates to
Swimming North Coast. e) to endorse the appointment of
the Club’s Patron/s. f) to deal with any Special
Resolutions. 16. SPECIAL
GENERAL MEETING. 16.1 The committee may, whenever
it thinks fit, convene a special general meeting of the club provided that at
least fourteen (14) days’ notice of the date fixed for any special general
meeting is to be given by notice to the members and must state the nature of
the business to be dealt with. 16.2 The committee must, on the
requisition in writing of not less than ten (10) members entitled to vote under
Clause 5, convene a special general meeting of the association. A requisition
of members for a special general meeting: (a) must state the purpose or
purposes of the meeting, and (b) must be signed by the members
making the requisition, and (c) must be lodged with the
secretary, and (d) may consist of several
documents in a similar form, each signed by one or more of the members making the requisition. 16.3 If the committee fails to
convene a special general meeting to be held within 1 month after that date on
which a requisition of members for the meeting is lodged with the secretary,
any one or more of the members who made the requisition may convene a special
general meeting to be held not later than 3 months after that date. 16.4 A special general meeting
convened by a member or members as referred to in subclause (3) must be
convened as nearly as is practicable in the same manner as general meetings are
convened by the committee. 16.5 Only the business for which
notice has been circulated shall be discussed at the Special General Meeting. 17. MANAGEMENT
COMMITTEE MEETINGS. 17.1 The Committee Meeting is to
have, subject to the Constitution, complete control of all club affairs. (a) 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). Subject
to this Constitution, it may adjourn and otherwise regulate its meetings as it
thinks fit. A committee member may at any time convene a meeting of the
Committee within reasonable time. (b) Without limiting the power of
the Committee to regulate its meetings as it thinks fit, a meeting of the
Committee may be held where one or more of the Committee is not physically
present at the meeting, provided that: (i) All persons participating in
the meeting are able to communicate with each other effectively, simultaneously
and instantaneously whether by means of telephone or other form of communication. (ii) Notice of the meeting is
given to all the Committee entitled to notice in accordance with the usual
procedures agreed upon or laid down from time to time by the Committee or this Constitution. The notice will
specify that committee members are not required to be present in person. (iii)If a failure in
communications prevents clause 17.2 from being satisfied by the number of committee members which
constitutes a quorum, and none of such members are present at the place where the
meeting is deemed by virtue of the further provisions of this rule to be held,
then the meeting shall be suspended until clause 17.2 is satisfied again. If
such condition is not satisfied within fifteen minutes from the interruption,
the meeting shall be deemed to have been terminated or adjourned. (iv) Any meeting held where one
or more of the Committee is not physically present shall be deemed to be held at the place
specified in the notice of the meeting, provided a committee member is there present. If no
such member is there present, the meeting shall be deemed to be held at the
place where the chairperson of the meeting is located. 17.2 Quorum At a meeting of the Management
Committee fifty percent plus one (50%+1) of the number of current committee
members is to form a quorum. If a quorum is not present within fifteen (15)
minutes after the starting time advertised, the meeting will be adjourned to a
day, time and place decided by the Management Committee. 17.3 Conflict of Interest A Committee Member shall declare
his interest in any contractual, selection, disciplinary, or financial matter
in which a conflict of interest arises or may arise. He shall, unless otherwise
determined by the Committee, absent himself from discussions of such matters
and shall not be entitled to vote in respect of such matters. If the member
casts a vote, the vote shall not be counted. In the event of any uncertainty as
to whether it is necessary for a member to absent himself from discussions and
refrain from voting, the issue should be immediately determined by vote of the
Committee. If this is not possible, the matter shall be adjourned or deferred. 17.4 Disclosure of Interests The nature of the interest of a
committee member must be declared at the meeting of the Committee at which the
relevant matter is first taken into consideration, if the interest then exists.
In any other case, the interest should be revealed to the Committee at the next
meeting of the Committee. If a committee member becomes interested in a matter
after it is made or entered into, the declaration of the interest must be made
at the first meeting of the Committee held after the member becomes interested. All disclosed interests must also
be disclosed to each annual general meeting in accordance with the Act. 17.5 General Disclosure A general notice stating that a
committee member is a Member of any specified firm or company and that he is ‘interested’
in all transactions with that firm or company is sufficient declaration under clause
17.4. After the distribution of the general notice, it is not necessary for the
member to give a special notice regarding any particular transaction with that
firm or company. 17.6 Recording Disclosures Any declaration made, any
disclosure or any general notice given by a committee member in accordance with clauses 17.4, 05
and/or 06 must be recorded in the minutes of the relevant meeting.
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