1. The name of the company is Forster Tuncurry Memorial Services Club Limited.
2. The registered office of the company will be situated at Strand Street, Forster in the State of New South Wales or at such other place as the directors of the company may decide from time to time.
3. The objects for which the company is established are:
(a) To acquire and take over all the assets and liabilities of the unincorporated club known as Forster Tuncurry Memorial Services Club.
(b) To raise a permanent memorial to those gallant men and women of Forster Tuncurry District who made the supreme sacrifice in 1st and 2nd World Wars, Korean and Malayan and Vietnam campaigns.
(c) To provide for the objects of the Returned Services League, and to promote any and all of the objects of that Returned Services League.
(d) To commemorate the valour and bravery of those men and women who served in the 1st and 2nd World Wars, Korean and Malayan and Vietnam campaigns in Navy, Army, Airforce and Merchant Navy.
(e) To provide social, recreational and other amenities for members of the Club.
(f) To provide club house, lounges, refreshment rooms, recreational rooms and library and properly maintain same.
(g) To provide financial and other assistance to widows and children of Servicemen in the use of surplus finds.
(h) To provide a Mortality Fund for the benefit of members, the rate of payment and the benefits of which to be decided on by the Management Committee for the time being of the company.(i) To provide and maintain club houses, club rooms, pavilions, arenas, dining and refreshment rooms, garages and generally such other lands, buildings and other facilities as may be required for the convenience of members or with the conduct of the sporting activities referred to.
(j) In furtherance of the objects of the company to provide meals and other refreshments and to purchase and sell foodstuffs and liquors both intoxicating and non-intoxicating, tobacco, cigars and cigarettes, sports equipment and other goods, wares and merchandise likely to be required by members.
(k) In furtherance of the objects of the company to provide and conduct for the benefit of members, services in relation to language interpretation, travel arrangements, correspondence, insurances and activities of a similar nature when members of the company may be concerned or derive assistance.
(l) To apply for obtain and hold any licence or licences necessary to be obtained and held for the purpose of effectuating all or any of the objects including a licence or licences for the sale and consumption of intoxicating liquors and the sale of tobacco, cigars and cigarettes and to procure any person or persons to act as licensee or licensees and to hold any such license or licences on behalf of the company.
(m) To engage, employ and dismiss secretaries, managers, chefs, stewards, waiters, clerks and other servants and (subject to clause 4 hereof) to pay to them and other persons in return for services rendered to the company, salaries, wages, retirement allowances and pensions and to provide for schemes of insurance or superannuation for the benefit of the company’s employees. Provided always that no payment or party payment of the Secretary or any other officer or servant of the company shall be made by way of commission or allowance from or upon the receipts of the company for liquor supplied pursuant to any license or authority authorising the sale or consumption or intoxicating liquor on the company’s premises.
(n) To raise money by the levying of subscriptions and contributions by all or some of the members and others and to fix and determine the rates of such subscriptions and contributions and to enforce payment thereof by the imposition and levying of fines or other penalties or otherwise provided that no fine or other penalty so imposed shall be of an amount greater than fifty dollars ($50). Subject to the provision of any relevant statute and to the conditions attached to any license issued therein to conduct or assist or take part in the conduct of art unions, dances, balls or other public or charitable balls, entertainments or functions for the purpose of raising funds and to accept donations or gifts from any source for all or any of the above purposes or for the benefit of or to carry out the objects of the company.(o) To make and prescribe rules, regulations and by-laws to be observed by members and others regulating their conduct and the use and enjoyment of the property of the company and the privileges of membership and levying of fines and other penalties and otherwise to provide that no fines and other penalties so imposed or levied shall be of an amount greater than fifty dollars ($50).
(p) To make and prescribe rules, regulations and by-laws in any manner and to any extent permitted by law for the government of the company and the management of its affairs and the exercise of the powers of the company.
4. (q) To invest any moneys of the company not immediately required for the purposes thereof upon such securities and in such manner as may from time to time be determined and from time to time vary such investments and dispose of all or any part thereof for the benefit of the company.
(r) In furtherance of the objects of the Company to borrow and raise and give security for money by the issue of or upon bonds, debentures, promissory notes or other securities or by mortgage or otherwise upon all or any part of the property of the company.
(s) To sell, convey, transfer, assign, mortgage, charge, give in exchange, dispose of, let, manage or otherwise deal with all or any of the property, real or personal, of the Club, subject to the requirements of the Liquor Act and the Registered Clubs Act.
(t) To purchase, take over or lease, hire or otherwise acquire any real or personal property and any rights or privileges which the company think necessary or convenient for effectuating the objects of the company or any of them and to insure and keep insured any insurable property interests and expectations and the employees, servants and members of the company against all lawful insurance risks.
(u) To reimburse any person who has or have paid any legal costs and disbursements of and incidental to the incorporation of the company and otherwise and amounts paid by such person or persons.
(v) To diffuse, disseminate knowledge and information or otherwise further the objects of the company by the printing, publication, issue and circulation of papers, periodicals, books, circulars, brochures and other literary or artistic matter and by advertisement of all kinds and by the purchase or exhibition of works of art or interests and by granting prizes and donations.(w) To establish, promote or assist in establishing and promoting and to subscribe to or become a member of any other association whose objects are similar to the company and which shall prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the company under and by virtue of clause 4 hereof.
(x) To co-operate or associate with any other club, society, institution or association in effectuating all or any of the objects of the company.
(y) To indemnify any member of the company in respect of any action taken or to be taken or any liability incurred or to be incurred by such member in any manner which the company may consider would further the objects of the company.
(z) To do all such other lawful things as in the opinion of the company are incidental or conducive to the attainment of the above objects or any of them.
5. AND IT IS HEREBY DECLARED that the intention is that such object specified in each paragraph of this clause shall unless the context otherwise required be regarded as an independent object and in no way limited or restricted by implied reference from the terms of any other paragraph or the name of the company and is capable of being pursued as an independent object and either alone or in conjunction with any one or more of the objects specified in the same or in any other paragraph or paragraphs.
4. The profits, income and property of the company whensoever derived shall be applied solely towards the promotion of the objects of the company as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the persons who at any time are or have been members of the company or to any of them or to any other person. Provided that nothing herein shall prevent the payment in good faith of remuneration to any officers or servants of the company or to any member thereof or other person in return for any services actually rendered to the company nor prevent the payment of interest at a rate not exceeding the rate for the time being charged by bankers in Sydney for overdrawn accounts but not exceeding eight dollars ($8) per centum per annum on money borrowed from any member of the company for any purposes of the company but so that no member of the committee of the company shall hold any salaried office of the company or any office of the company paid by fees and that no remuneration or other benefit in money or monies worth shall be given by the company to any member of such committee except repayment of out of pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the company. No member shall derive any profit, benefit or advantage from the company which is not shared equally by every member. This rule shall not prevent any member who may be a successful competitor or exhibitor in or at any race, competition, exhibition or show held or promoted by the company from receiving as such competitor or exhibitor a prize, medal or other recognition which may under the regulations affecting the said race, competition, exhibition or show be awarded to him nor prevent any member of the company becoming or remaining an employee of the company in any capacity whatsoever.
5. The liability of the members of the company is limited.
6. Every member of the company undertakes to contribute to the assets of the company in the event of the same being wound up during the time he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member and of the costs, charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding two dollars ($2).
7. If upon the winding up or dissolution of the company there remains after satisfaction of all debts and liabilities any property whatsoever and the same shall not be paid to or distributed amongst the members of the company, but shall be paid to such registered or exempted local charity or charities as a majority of the then Ordinary members present at a general meeting may decide.
8. The full names, addresses and occupations of the subscribers hereto are:
JOHN SAMUEL HART 54 Hill Street Forster Retired
ALLAN COLLINS 23 Parkes Street Tuncurry Manager
THOMAS ALICK GOODLAD 2 Taree Lane Tuncurry Fisherman
LESLIE FURNESS FAY 108 Wharf Street Tuncurry Retired
MARVIS WILLIAM NOEL HANCOCK 17 Seaview Street Forster Retired
GORDON THOMAS FOSTER 2 North Street Forster Baths Manager
COLIN ARTHUR PIPER Strand Street Forster Carpenter
GEOFFREY JOHN COLLIDGE 52 Wharf Street Forster Business Proprietor
9. The subscribers are desirous of being formed into a company in pursuance of this Memorandum of Association.
Signature of Subscribers Witness to Signatures John Samuel HART, Bryan Herbert BAKER, Allan COLLINS, Bryan Herbert BAKER, Thomas Alick GOODLAD, Bryan Herbert BAKER, Leslie Furness FAY, Bryan Herbert BAKER, Marvis William Noel HANCOCK, Bryan Herbert BAKER, Gordon Thomas FOSTER, Bryan Herbert BAKER, Colin Arthur PIPER, Bryan Herbert BAKER, Geoffrey John COLLIDGE Bryan Herbert BAKER.
RULES of FORSTER TUNCURRY MEMORIAL SERVICES CLUB LIMITED ACN 000 919 817
1. (a) In these Rules unless there be something in the subject or context inconsistent therewith: “Act” means the Corporations Act 2001 and any regulation made under the Corporations Act 2001. Any reference to a provision of the Corporations Act includes a reference to the same or similar provision in any legislation replacing, amending or modifying the Corporations Act however that provision may be amended in that legislation. “Australian Defence Force” has the meaning given by the Registered Clubs Act. “Liquor Act” means the Liquor Act 2007 and any regulation made under the Liquor Act 2007. Any reference to a provision of the Liquor Act includes a reference to the same or similar provision in any legislation replacing, amending or modifying the Liquor Act however that provision may be amended in that legislation. “Gaming Machines Act” means the Gaming Machines Act 2001 and any regulation made under the Gaming Machines Act 2001. Any reference to a provision of the Gaming Machines Act includes a reference to the same or similar provision in any legislation replacing, amending or modifying the Gaming Machines Act however that provision may be amended in that legislation. “Registered Clubs Act” means the Registered Clubs Act 1976 and any regulation made under the Registered Clubs Act 1976. Any reference to a provision of the Registered Clubs Act includes a reference to the same or similar provision in any legislation replacing, amending or modifying the Registered Clubs Act however that provision may be amended in that legislation. “Section” means any section that pursuant to a resolution of the Board is or has been established by the Club.
2 “The Board” means the members for the time being of the Board of Directors of the Club constituted in accordance with these Rules. “The Constitution” means the Memorandum of Association and these Rules. “By-Laws” shall mean and the by-laws made in accordance with these Rules. “The Club” means Forster Tuncurry Memorial Services Club Limited A.C.N.000 919 817. “The Club Notice Board” means a board designated as such and located in a conspicuous place within the Club premises on which notices for the information of members are posted. “Full Member” means a member who is an Ordinary member or Honorary Life member of the Club. “In writing” and “written” include printing typing lithography and other modes of representing or reproducing words in visible form in the English language. “Month” except where otherwise provided in these Rules means calendar month. “Secretary” includes Acting Secretary, Honorary Secretary, Acting Honorary Secretary, Secretary Manager, General Manager and Chief Executive Officer. “Special Resolution” has the meaning assigned thereto by the Act. “The Office” means the registered office for the time being of the Club.
2. (a) A member shall not be deemed to be a financial member at the date of a meeting at which only financial members may attend or vote: (i) If at the date of the meeting the member's subscription or any part thereof has not been paid in accordance with Rule 27; or (ii) If any money (other than the subscription) owing by that member to the Club has remained unpaid at the expiration of 14 days from service on that member of a notice from the Club requiring payment thereof; and in either case that member shall be and remain non-financial for the purposes of Rule 27A until payment in full of the amount owing. (b) Words importing the singular number also include the plural and vice versa and the masculine gender the feminine gender and vice versa.
3. A decision of the Board on the construction or interpretation of the Constitution of the Club including these Rules, or on any By-Laws of the Club made pursuant to these Rules or on any matter arising therefrom, shall be conclusive and binding on all members of the Club.
4. Pursuant to Section 135 (2) of the Act all replaceable rules referred to in the Act are hereby displaced or modified as provided in these Rules.
5. The Club is established for the purposes set out in the Memorandum of Association.
6. (a) The Club shall be a non-proprietary company.
(b) Subject to the provisions of Section 10 (6) and Section 10 (6A) of the Registered Clubs Act, a member of the Club, whether or not he is a member of the governing body or of any committee of the Club shall not be entitled under the rules of the Club or otherwise to derive directly or indirectly any profit, benefit or advantage from the Club that is not offered equally to every Full member of the Club.
(c) Subject to the provisions of Section 10 (7) of the Registered Clubs Act, a person, other than the Club or its members, shall not be entitled under the rules of the Club or otherwise to derive directly or indirectly any profit, benefit or advantage from the grant to the Club of, or the fact that the Club has applied for, a club licence under the Liquor Act or from any added value that may accrue to the premises of the Club because of the grant to the Club of, or the fact that the Club has applied for, such a licence.
(d) The Secretary or Manager or any employee or a member of the Board or of any committee of the Club shall not be entitled under these Rules or otherwise to receive directly or indirectly any payment calculated by reference to the quantity of liquor purchased, supplied, sold or disposed of by the Club or the receipts of the Club for any liquor supplied or disposed of by the Club.
(e) Subject to clause 4 of the Memorandum, a director shall be entitled to receive an honorarium in accordance with Section 10(6) (b) of the Registered Clubs Act.
7. (a) An employee of the Club shall not vote at any meeting of the Club or of the Board or at any election of the Board or hold office as a member of the Board.
(b) Any profits or other income of the Club shall be applied only to the promotion of the purposes of the Club and shall not be paid to or distributed among the members of the Club.
8. (a) Liquor shall not be sold, supplied or disposed of on the premises of the Club to any person other than a member except on the invitation and in the company of a member; provided that this paragraph does not apply in respect of the sale, supply or disposal of liquor to any person at a function in respect of which an authority is granted to the Club under Section 23 (1) of the Registered Clubs Act.
(b) Liquor shall not be sold, supplied or disposed of on the premises of the Club to any person under the age of 18 years.
(c) A person under the age of 18 years shall not use or operate a poker machine on the premises of the Club.
(d) Subject to section 73(2) of the Gaming Machines Act, the Club shall not share any receipts arising from the operation of an approved gaming machine kept by the Club and shall not make any payment or part payment by way of commission or an allowance from or on any such receipts.
(e) Subject to section 74 (2) of the Gaming Machines Act, the Club shall not grant any interest in an approved gaming machine kept by the Club to any other person.
9. No person under the age of 18 years shall be admitted as a member of the Club.
10. A person shall not be admitted to membership of the Club except as an Ordinary member, Honorary Life member, Honorary member, Temporary member or Provisional member.
11. The number of Full members having the right to vote in the election of the Board shall not be less than such minimum prescribed by the Registered Clubs Act.
ELIGIBILITY AND RIGHTS OF VARIOUS CLASSES OF MEMBERSHIP
12. Ordinary members shall be those persons who are Ordinary members of the Club at the date of the Special Resolution adopting these Rules (including those persons who were Paid for Life members of Tuncurry Leagues Club Limited and who were admitted to membership of the Club as a consequence of the amalgamation of the Club with Tuncurry Sports and Leagues Club Limited) and such other persons who,having made application for membership in accordance with these Rules, are considered by the Board of the Club to be suitable for membership and are elected to Ordinary membership of the Club in accordance with these Rules.
HONORARY LIFE MEMBERS
13. Honorary Life Membership may be conferred upon any Ordinary Member who has rendered outstanding services to the Club. To be eligible for Honorary Life Membership, a member must be nominated by one Ordinary Member or Honorary Life member and Seconded by another. The nomination shall then be forwarded to the Board of the Club for approval. If such nomination is approved by the Board the nominations shall be referred to the next general meeting of the Club and if such nomination is approved at such general meeting with seventy five percent majority in favour, the person nominated shall be an Honorary Life Member. Not more than one member shall be made an Honorary Life Member in any one financial year of the Club. Honorary Life members will not be required to pay an annual subscription.
VOTES OF MEMBERS
14. Financial Ordinary members and Honorary Life members only shall be eligible to attend and vote at any meeting of the Club. Each member shall have one vote.
15. (a) The following persons may be made Honorary members of the Club in accordance with procedures established by the Board from time to time:
(i) the patron or patrons for the time being of the Club;
(ii) any prominent citizen or local dignitary visiting the Club;
(iii) any person who produces evidence that he or she is a serving member of the Australian Defence Force; and
(iv) any person who is a former member of the Australian Defence Force and who produces evidence that he or she is: (1) a Service Member of the RSL; and (2) a member of at least one other RSL or services club.
(b) Honorary members who are Full members of the Club shall be entitled to the rights and privileges of the category of membership of which they are a Full member. Honorary members who are not Full members of the Club shall be entitled to such playing and social privileges of the Club as the Board may determine from time to time and to introduce guests into the Club but shall not be entitled to attend or vote at any meeting of the Club, nominate or be elected to the Board or any office in the Club or participate in the management, business and affairs of the Club in any way.
(c) A register of persons who are Honorary members (other than those persons admitted to Honorary membership pursuant to Rule 15 (a) (iii) and (iv) shall be kept in accordance with Section 31 (1) (b) of the Registered Clubs Act. This register shall set forth in respect of each of those members: (i) the name in full or the surname and initials; and (ii) the address.
16. The following persons in accordance with procedures established by the Board maybe made Temporary members of the Club:
(a) Any visitor whose permanent place of residence in New South Wales is not less than a distance of 5 kilometres radius from the Club or such other greater distance as may be determined from time to time by the Board by By-law pursuant to these Rules.
(b) A Full Member (as defined in the Registered Clubs Act) of another club which is registered under the Registered Clubs Act and which has objects similar to those of the Club;
(c) A full member (as defined in the Registered Clubs Act) of any registered club who, at the invitation of the Board of the Club, attends on any day at the premises of the Club for the purpose of participating in an organised sport or competition to be conducted by the Club on that day from the time on that day when he so attends the premises of the Club until the end of that day.(d) Any interstate or overseas visitor.
17. (a) Temporary members shall not be required to pay an entrance fee or annual subscription;
(b) Temporary members shall not be entitled to vote at any meeting of the Club, nominate for or be elected to the Board or any office in the Club or participate in the management, business and affairs of the Club in any way;
(c) The Secretary, President, Vice President or senior employee then on duty may terminate the membership of any Temporary member at any time without notice and without having to provide any reason therefore;
(d) No person under the age of 18 years may be admitted as a temporary member of the Club unless that person is a member of another registered club and satisfies the requirements of Rule 16 (c);
(e) Temporary members are entitled to such playing and social privileges of the Club as the Board may determine from time to time and subject to Rule 33A, to introduce guests into the Club.(f) When a Temporary member (other than a Temporary member admitted pursuant to Rule 16 (c) first enters the Club premises on any day the following particulars shall be entered in the Club's Register of Temporary Members: (i) the name in full or surname and initials of the Temporary member; (ii) the residential address of the Temporary member; (iii) the date on which Temporary membership is granted. (iv) the signature of the Temporary member.
(f) When a Temporary member (other than a Temporary member admitted pursuant to Rule 16(c) first enters the Club premises on any day the following particulars shall be entered in the Club's Register of Temporary Members: (i) the name in full or surname and initials of the Temporary member; (ii) the residential address of the Temporary member; (iii) the signature of the Temporary member.
18. Every person who has lodged with the Secretary a nomination form duly completed in accordance with these Rules seeking Ordinary membership of the Club and pays to the Club the subscription appropriate to that class of membership shall be granted Provisional membership of the Club while awaiting the decision of the Board in relation to that person's application for membership of the Club.
19. Should a person who is admitted as a Provisional member not be elected to Ordinary membership of the Club within six weeks from the date of lodging the nomination form with the Secretary or should that person's application for Ordinary membership be refused (whichever is the sooner) that person shall cease to be a Provisional member of the Club and the annual subscription submitted with the nomination shall be forthwith returned to that person.
20. Provisional members shall be entitled only to the social facilities and amenities of the Club and to introduce guests into the Club if the Provisional member is an applicant for class of membership which is permitted to do so but shall not be entitled to attend or vote at any meeting of the Club, nominate for or be elected to the Board or any office of the Club or participate in the management, business and affairs of the Club in any way.
ELECTION OF MEMBERS
21. A person shall not be admitted as an Ordinary member of the Club unless that person is elected to membership at a meeting of the Board of the Club or a duly appointed election committee of the Club the names of those members present and voting at that meeting are recorded by the Secretary of the Club. The Board may reject any application for membership without assigning any reason for such rejection.
22. Every application for membership of the Club (which shall be a proposal for membership by the applicant) shall be in writing and shall be in such form as the Board of the Club may from time to time prescribe and shall contain the following particulars: (a) the full name of the applicant; (b) the residential address of the applicant; (c) the date of birth of the applicant; (d) the occupation of the applicant; (e) a statement to the effect that the applicant agrees to be bound by the Constitution and By-laws of the Club; (f) the signature of the applicant; (g) such other particulars as may be prescribed by the Board from time to time.
23. (a) Every form of application for membership shall be presented by the applicant to an authorised officer of the Club together with: (i) the joining fee (if any) and the appropriate subscription; (ii) evidence of a current driver’s licence or a current passport held by that applicant or such other identification as determined by the Board. (b) The authorised officer of the Club to whom the application for membership is presented shall compare the particulars of the applicant as appearing on the form of application with the particulars of that person as appearing in the evidence of identification. If the authorised officer is satisfied that the particulars of the applicant in the form of application and in the evidence of identification correspond, the authorised officer shall sign the form of application and shall cause the form of application to be sent to the Secretary. (c) A person whose application has been signed by an authorised officer of the Club in accordance with Rule 23(b) and who has paid the Club the joining fee (if any) and the first annual subscription for the class of membership applied for shall become a Provisional member.(d) The full name and address of each applicant for membership shall be placed on the Club Notice Board and shall remain on the Club Notice Board for not less than seven (7) days. (e) An interval of at least fourteen (14) days shall elapse between the deposit at the Office of the nomination form of a person for election and the election of that person to membership of the Club.
24. (a) The Club shall notify a person if they have been elected to membership. If a person fails to be elected to membership the Secretary shall cause the joining fee and first annual subscription to be forwarded or posted to such person. (b) A copy of the Constitution of the Club shall be supplied to a member on request being made to the Secretary of the Club and if demanded by the Secretary on payment of any fee that may be prescribed by the Act or the Board.
ENTRANCE FEES AND ANNUAL SUBSCRIPTIONS AND LEVIES
25. Entrance fees, subscriptions and other payments payable by members of the Club shall be such as the Board may from time to time prescribe provided that the annual subscription shall be not less than two dollars or such other minimum subscription provided from time to time by the Registered Clubs Act.
26. The subscription for membership of the Club may be paid annually, quarterly or half yearly in advance or for more than one year in advance as determined by the Board from time to time.
27. (a) All annual subscriptions prescribed by the Board shall be due and payable on the first day of January in each year and in respect of subscriptions that are payable quarterly or half yearly the due dates shall be as determined by the Board from time to time. (b) Any member who has not paid his or her subscription by the first day of January in each year (or by such other due date in relation to subscriptions payable half yearly or quarterly) shall be given notice in writing of the default by the Secretary. The notice shall be posted to the member’s address as disclosed in the Register of Members. If the member fails to pay the subscription within one month of the posting of the notice the member shall by reason of such failure cease to be a member of the Club and the provisions of Rule 30 shall not apply to such cessation of membership. (c) Any person who has ceased to be a member of the Club pursuant to paragraph (b) of this Rule 27 may re-apply for membership in accordance with these Rules.
27A. Notwithstanding any Rule contained in this Constitution, any member who is not a Financial member (as defined in Rule 2(a)) shall not be entitled to: (a) attend at the premises or use any of the facilities of the Club for any purpose without the permission of the Board; or (b) participate in any of the recreational, social or sporting activities of the Club or any Section without the permission of the Board;( c) attend or vote at any meeting of the Club or any Section; (d) nominate or be elected or appointed to the Board or any committee of a Section; (e) vote in the election of the Board or any committee of a Section; (f) propose, second or nominate any eligible member for any office of the Club or any Section; (g) propose, second or nominate any eligible member for Honorary Life membership.
ADDRESSES OF MEMBERS
28. Members shall advise the Secretary of the Club of any change in their address within seven (7) days of changing their address as recorded in the register referred to in Rule 29(a).
REGISTERS OF MEMBERS AND GUESTS
29. The Club shall keep the following registers: (a) A register of persons who are Full members of the Club. This register shall set forth the name in full, the occupation and address of each Full member, the date of birth and the date of being first elected to membership of the Club and if that person is an Ordinary member, the date on which that member last paid the annual fee for membership of the Club. (b) A register of persons who are Honorary members and a register of persons who are Temporary members other than Temporary members referred to in Rule 16 (c). (c) A register of persons who enter the premises of the Club as guests of members.
30. (a) If any member shall wilfully refuse or neglect to comply with any of the provisions of the Constitution of the Club or any By-Laws or be, in the opinion of the Board, guilty of any conduct prejudicial to the interests of the Club or be guilty of conduct which is unbecoming of a member or which shall render the member unfit for membership, the Board shall have power to reprimand,suspend for such period as it considers fit, expel or accept the resignation of such member and to have recorded in the register of members that the person has ceased to be a member of the Club provided that:(i) Such member shall be notified of any charge against the member pursuant to this Rule 30 and of the date time place of the hearing of the charge by notice in writing sent as a prepaid letter posted to the member's last known address at least seven clear days before the meeting of the Board at which such charge is to be heard.(ii) The member charged shall be entitled to attend the hearing for the purpose of answering the charge and shall also be entitled to submit to the meeting written representations for the purpose of answering the charge.(iii) If the member fails to attend such meeting the charge may be heard and dealt with and the Board may decide on the evidence before it and impose any penalties, the member's absence notwithstanding but having regard to any representations which may have been made to it in writing by or on behalf of the member charged.(iv) After the Board has considered the evidence put before it, the Board must come to a decision as to whether the member is guilty or not of the charge.(v) When the Board has made a decision as to whether the member is guilty or not, if the member charged is at the meeting, the Board must inform the member of the Board’s decision.(vi) If the member charged has been found guilty and is at the meeting, the member must be given a further opportunity at the meeting to address the Board in relation to an appropriate penalty for the charge of which the member has been found guilty.(vii) The Board shall have the power to adjourn, for such period as it considers fit, a meeting pursuant to this Rule 30.(viii) No motion by the Board to reprimand, fine or suspend or expel a member shall be deemed to be passed unless a majority of the members of the Board present in person vote in favour of such motion.(ix) No motion pursuant to paragraph (viii) may be passed unless not less than seven (7) days notice has been given to each director of an intention to hear the charge and the date, time and place of such hearing. (x) Any decision of the Board on such hearing shall be final and the Board shall not be required to assign any reason for its decision.(b) In the event that a notice of charge is issued to a member pursuant to subparagraph(i) of paragraph (a) of this Rule 30 the Board or the Secretary(independently of the Board) shall have power to suspend that member from all rights and privileges as a member of the Club until the charge is heard and determined or for five weeks whichever is the sooner. Such suspension shall be promptly notified in writing to the member concerned.(c) In addition to any powers under Section 77 of the Liquor Act, the Secretary or an employee of the Club may refuse to admit to the Club and may turn out, or cause to be turned out, of the premises of the Club any person including any member:(i) who is at the time intoxicated, violent, quarrelsome or disorderly; or(ii) who, for the purposes of prostitution, engages or uses any part of the premises of the Club;(iii) whose presence on the premises of the Club renders the Club or the Secretary liable to a penalty under the Registered Clubs Act or the Liquor Act;(iv) who hawks, peddles or sells any goods on the premises of the Club;(v) who, within the meaning of the Smoke-free Environment Act, smokes while on any part of the premises that is a smoke-free area within the meaning of the Smoke-free Environment Act;(vi) who uses, or has in his or her possession, while on the premises of the Club any substance that the Secretary or employee suspects of being a prohibited drug or prohibited plant;(vii) whom the Club, under the conditions of its club licence, or a term of a liquor accord, is authorised or required to refuse access to the Club.(d) If pursuant to Rule 30(c) a person (including a member) has been refused admission to, or has been turned out of, the premises of the Club, the Secretary of the Club or an employee of the Club, may at any subsequent time, refuse to admit that person into the premises of the Club or may turn the person out, or cause the person to be turned out of the premises of the Club.(e) Without limiting Rule 30(d), if a person has been refused admission to or turned out of the Club in accordance with Rule 30(c)(i), the person must not re-enter or attempt to re-enter the Club within twenty four (24) hours of being refused admission or being turned out.(f) Without limiting Rule 30(d), if a person has been refused admission to or turned out of the Club in accordance with Rule 30(c)(i), the person must not:(i) remain in the vicinity of the Club; or (ii) re-enter the vicinity of the Club within six (6) hours of being refused admission or being turned out.(g) Subject to Rules 30(h) and (i), a member who incurs a debt to the Club and fails to discharge such debt within seven (7) days from service on that member of a notice from the Club in writing requiring payment thereof, may,by resolution of the Board, be suspended or expelled from membership.(h) A member shall be notified, by notice in writing sent by post to the member's last known address, at least seven (7) days before the meeting of the Board at which the resolution is to be considered of the Board’s intention to suspend or expel the member pursuant to Rule 30(g).(i) The provisions of Rule 30(a) shall not apply to any member suspended or expelled pursuant to Rule 30(g).31. (a) A charge under Rule 30 may be brought by the Secretary, the Board on its own motion or upon a complaint in writing by a member of the Club.(b) It shall be the duty of all members of the Club who are able to give information in relation to a charge against a member pursuant to Rule 30 to attend before the Board for that purpose when required in writing so to do by the Secretary,by the person charged or by any member on whose complaint the charge has been made. 31A. (a) The rights and privileges of membership from which a member may be suspended by the Board pursuant to Rule 30 shall be all or such of the following as may be determined by the Board in each case:(i) the right to enter the club house or other premises of the Club;(ii) the right to use any of the sporting or social facilities of the Club;(iii) the right to attend and vote at meetings of the Club or section;(iv) the right to nominate or stand for election to the Board or any committee of a Section;(v) the right to propose or second any person for membership of the Club or section;(vi) the right to propose or second any person for election to the Board or any committee of a section;(vii) the right to sign any petition or request for a general meeting of the Club or section;(viii) the right to participate in any recreational, social or sporting activities of the Club or any Section without the permission of the Board.(b) A member who is under suspension shall not enter the Club as the guest of a member or as a temporary member. 31B. (a) The Board may delegate all of its powers and functions pursuant to Rules 30,31 and 31A to a Disciplinary Sub Committee which shall consist of four (4) directors comprising the President, the two (2) Vice Presidents (or in the absence of one or both of the Vice Presidents then to such other director or directors as the Board may determine from time to time) and one (1) other director. (b) The Disciplinary Sub Committee shall follow the procedures which the Board is required to follow pursuant to Rules 30, 31 and 31A when hearing a charge against a member;(c) The Disciplinary Sub Committee shall not exercise any power to reprimand,fine, suspend or expel a member unless a majority of members of the Disciplinary Sub Committee vote in favour of its decision;(d) The Board may rescind any delegation pursuant to paragraph (a) of this Rule 31B at any time and may hear and determine any disciplinary charge.
RESIGNATION AND CESSATION OF MEMBERSHIP
32. (a) A member may at any time resign from his or her membership of the Club by either giving notice in writing to the Secretary or returning his or her membership card to an officer of the Club and clearly indicating to the officer that he or she resigns from membership. (b) A resignation pursuant to Rule 32(a) shall take effect from the date on which the notice is received by the Secretary or the date on which the membership card is received by the officer of the Club. (c) Any member who has resigned pursuant to Rule 32(a) will not be entitled to any refund of any joining fee, subscription or other payment made to the Club.
33. (a) Subject to Rule 33A, all members shall have the privilege of introducing guests to the Club and on each day a member first brings a guest into the Club that member shall (unless the guest is a minor) enter in the Register of Guests the name in full or the surname and initials, the date on which the entry of the guest’s name in the register is made and address of the guest and that member shall countersign that entry. (b) No member shall introduce guests more frequently or in greater number than may for the time being be provided by By-law nor shall a member introduce any person as a guest who has been expelled from the Club who has been suspended from the Club or is then refused admission to or being turned out of the Club pursuant to Rule 30. (c) Members shall be responsible for the conduct of any guests they may introduce to the Club; (d) The Board shall have power to make By-laws from time to time not inconsistent with these Articles or the Registered Clubs Act regulating the terms and conditions on which guests may be admitted to the Club; (e) No guest shall be supplied with liquor on the premises of the Club except on the invitation of and in the company of a member; (f) A guest shall at all times remain in the reasonable company of the member who countersigned the entry in the Register of Guests in respect of that guest; (g) A guest shall not remain on the premises of the Club any longer than the member who countersigned the entry in the Register of Guests in respect of that guest; (h) The Secretary or senior employee then on duty may refuse a guest of a member admission to the Club or require a guest of a member to leave the premises of the Club (or any part thereof) without giving any reason.
33A. A Temporary member may bring into the Club premises as the guest of that Temporary member a minor: (a) who at all times while on the Club premises remains in the company and immediate presence of that Temporary member; (b) who does not remain on the Club premises any longer than that Temporary member; (c) in relation to whom the member is a responsible adult.
33B. For the purposes of Rule 33A, “responsible adult” means an adult who is: (a) a parent, step-parent or guardian of the minor; or (b) the minor’s spouse or de facto partner; (c) for the time being, standing in as the parent of the minor.
BOARD OF DIRECTORS
34. (a) The business and affairs of the Club shall be managed by a Board of nine (9) directors consisting of a President, two (2) Vice Presidents and six (6) ordinary directors. (b) Subject to Rule 34(c) only financial Ordinary members and Honorary Life members shall be eligible to be elected or appointed to hold office on the Board of Directors. (c) Without limiting any other provision in this Constitution, a member shall only be entitled to be elected as the President or as a Vice President if the member has been a member of the Board for the two (2) preceding years (“Eligible Member"). For the purposes of this clause, “year” shall mean the period between each Annual General Meeting of the Club. (d) A member who is: (i) an employee; or (ii) currently under suspension; (iii) not a Financial member, shall not be eligible to stand for and be elected or appointed to the Board. (e) Any person who is elected or appointed to the Board, must, unless exempted, complete such mandatory training requirements for directors as required by the Regulations made under the Registered Clubs Act.
PROCEDURES FOR THE CONDUCT OF ELECTION OF BOARD
35. (a) The Board of Directors shall be elected annually until the Annual General Meeting of the Club to be held in the year 2000 and as from that meeting the Board shall be elected biennially and in these Rules the term “Biennial General Meeting” shall mean the Annual General Meeting conducted every second year commencing with the Annual General Meeting in the year 2000 which will be the first Biennial General Meeting of the Club. (b) The Board of Directors shall be elected in a ballot conducted during the week immediately preceding the Biennial General Meeting at such place and on such dates and at such times as determined by the Board. (c) Notwithstanding anything contained in this Constitution, if, at the close of nominations, an Eligible Member (as defined in Rule 34(c)) has not nominated for election to any of the President or Vice President positions, the vacancy shall be a casual vacancy that may be filled by the Board in accordance with Rules 51 and 51A.
36. The Board may from time to time make such By-laws not inconsistent with these Rules as they think necessary for the conduct of any election and all matters in connection therewith.
POWERS OF BOARD
37. The Board shall be responsible for the management of the business and affairs of the Club.
38. The Board may exercise its powers and do all such acts and things as the Club is by its Memorandum of Association or otherwise authorised to exercise and do and which are not hereby or by Statute directed or required to be exercised or done by the Club in General Meeting but subject nevertheless to the provisions of the Act and the Registered Clubs Act and of these Rules and to any amendments to these Rules provided that no such amendment shall invalidate any prior act of the Board which would have been valid if such amendment had not been made. In particular, but without derogating from the general powers herein before conferred, the Board shall have power from time to time: (a) To delegate any of its powers to committees consisting of such member or members of its body and/or such Full members of the Club together with persons who are not members but who have particular skills or expertise which they may apply to the relevant committees and senior management staff of the Club as the Board may from time to time think fit and may from time to time revoke such delegation. Any committee so formed shall in the exercise of the powers so delegated conform to any regulation or restriction that may from time to time be imposed upon it by the Board. The President of the Club shall be ex officio a member of all such committees. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present and in the case of an equality of votes the chairman of the meeting shall have a second and casting vote. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not superseded by this clause or by any regulation made by the Board pursuant to this clause. 16(b) To make such By-Laws not inconsistent with the Memorandum and these Rules as in the opinion of the Board are necessary or desirable for the proper control, administration and management of the Club's finances, affairs,interests, effects and property and for the convenience, comfort and well being of the members of the Club and to amend or rescind from time to time any such By-Laws and without limiting the generality thereof particularly for: (i) Such matters as the Board is specifically by these Rules empowered to regulate by By-Law. (ii) The general management control and trading activities of the Club. (iii) The control and management of the Club premises. (iv) The conduct of members. (v) The privileges to be enjoyed by each category of members. (vi) The relationship between members and Club employees.(vii) And generally all such matters as are commonly the subject matter of the Club Rules or By-Laws or which by the Constitution are not reserved for decision by the Club in General Meeting.(c) To enforce the observance of all By-Laws by suspension from enjoyment of the Club privileges or any of them or otherwise as the Board thinks fit. (d) To purchase or otherwise acquire for the Club any property rights or privileges which the Club is authorised to acquire at such price and generally on such terms and conditions as it shall think fit. (e) To secure the fulfillment of any contract or engagement entered into by the Club by mortgaging or charging all or any of the property of the Club as maybe thought fit. (f) To institute, conduct, defend, compound or abandon any legal proceedings by or against the Club or its officers or otherwise concerning the affairs of the Club and also to compound or allow time for payment and satisfaction of any debts due to any claims or demands by or against the Club and to refer any claims or demands by or against the Club to arbitration and to observe and perform the award. (g) To establish, maintain and/or continue a Mortality Fund for the benefit of members; (h) To determine who shall be entitled to sign or endorse on the Club's behalf contracts, receipts, acceptances, cheques, bills of exchange, promissory notesand other documents or instruments.17(i) To invest and deal with any of the moneys of the Club not immediatelyrequired for the purposes of the Club upon such securities and in such manner as the Board may think fit and from time to time to vary or realize such investments. (j) From time to time at its discretion to borrow or secure the payment of any sum or sums of money for the purposes of the Club and raise or secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as it shall think fit and in particular by the issue of debentures or debenture stock perpetual or otherwise and either charged upon all or any of the Club's property both present and future or not so charged or by any mortgage, charge or other security upon or over all or any part of the Club's property both present and future. Any debentures or other securities may be issued with any special rights and privileges which the Board may think proper to confer on the holders. (k) subject to paragraph (k1) of this Rule, sell, lease, exchange or otherwise dispose of any furniture, fittings, equipment, plant, goods or other rights (property or otherwise). (k1) sell, lease, exchange or otherwise dispose of any land belonging to the Club provided that the power of the Board to dispose of any land shall be subject to the requirements of the Liquor Act and the Registered Clubs Act.(l) (i) To appoint, discharge and arrange the duties and powers of the Secretary or Secretary/Manager and to determine the remuneration and terms of employment of such Secretary or Secretary/Manager and to specify and define his duties. (ii) To engage, appoint, control, remove, discharge, suspend and dismiss managers, officers, representatives, agents and servants or other employees in respect to permanent, temporary or special services as it may from time to time think fit and to determine the duties, pay, salary, emoluments or other remuneration and to determine with or without compensation any contract for service or otherwise. The Board may delegate these powers (or any of them) to the Secretary of the Club from time to time. (m) To fix the maximum number of persons who may be admitted to each class of membership of the Club in accordance with these Rules. (n) (i) To create sections and committees for the conduct, management and control of any sport or other activity within the Club and to define and limit the persons (being members of the Club) eligible for membership of all or any such sections to fix or approve any supplemental subscription or any charge (whether annual or special) for membership of such sections or any of them and from time to time to prepare or approve and amend rules and by-laws for the control and regulation of such sections or committees and the conduct and activities thereof and also to terminate and dissolve any such section or committee or to reconstitute the same on a similar or different basis. (ii) For the purpose of this clause to permit any such section to adopt a name distinctive of such section (provided it be described as a section of the Club) and to become affiliated with the bodies controlling sports in New South Wales on such terms and conditions (not inconsistent with these Rules or the Registered Clubs Act) as such controlling bodies may from time to time require and to pay on behalf of the Club capitation or affiliation fees to any such controlling bodies or as required by such bodies. (iii) The Board may empower each such section to open and operate a Bank Account in the name of the section in such Bank or Banks as the Board may from time to time approve provided that the persons eligible to operate upon any such account shall be approved by the Board which from time to time may remove and replace such persons or any of them. (iv) Subject to the general control and supervision of the Board each such section shall manage its own affairs but shall make regular reports to the Board (or otherwise as may be required from time to time by the Board). The Minutes and records of each section shall also be produced promptly upon request to the Secretary at the Club's office for inspection by or on behalf of the Board. (v) Subject as hereinafter provided the constitutions and rules or by-laws of each such section may be amended from time to time by a majority of the members for the time being of such section at a general meeting of such members either annually or at a meeting convened specifically for such purpose provided that no amendment proposed to and approved by the meeting of members of the section shall have effect unless and until it shall have been approved by resolution of the Board of Directors. (vi) Any disciplinary action by the section in respect of any member of such section shall at once be reported to the Board together with the reasons therefor and with a recommendation as to further action (if any) to be taken by the Board. (o) To set the entrance fees and annual or other subscriptions and fees payable by all members.
PROCEEDINGS OF THE BOARD
39. (a) The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit provided that the Board shall meet whenever it deems it necessary but at least once in each calendar month for the transaction of business; (b) A record of all members of the Board present at each Board meeting and of all resolutions and proceedings of the Board at such meeting shall be entered in a Minute Book provided for that purpose.
40. The President shall preside as chairman at every Meeting of the Board. If the President is not present or is unwilling or unable to act then a Vice President will take the chair. If the Vice Presidents are not present or are unwilling or unable to act then the directors present shall elect one of their number to take the chair for that meeting. The quorum for meetings of the Board shall be five (5) members personally present.
41. The President may at any time and the Secretary upon the request of not less than two members of the Board shall convene a meeting of the Board.
42. Subject to these Rules questions arising at any meeting of the Board shall be decided by a majority of votes and a determination by a majority of the members of the Board shall for all purposes be deemed a determination of the Board. In case of an equality of votes the chairman of the meeting shall have a second or casting vote.
43. The continuing members of the Board may act notwithstanding any vacancy in the Board, but if and so long as their number is reduced below the number fixed by these Rules as the necessary quorum of the Board, the continuing member or members may act for the purpose of increasing the number of members of the Board to that number or of summoning a general meeting of the Club, but for no other purpose.
44. All acts done by any meeting of the Board or of a committee or by any person acting as a member of the Board shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Board or person acting as aforesaid, or that the members of the Board or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Board.
45. A resolution in writing signed by all the members of the Board for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form each signed by one or more members of the Board. The resolution shall be passed when the last director signs the document containing the resolution.
45A. A meeting of the Board may be called or held using any technology consented to by all the directors. The consent may be a standing one. A director may only withdraw his or her consent within a reasonable period before the meeting.
DECLARATIONS OF INTERESTS BY DIRECTORS
46. (a) Any director who has a material personal interest in a matter that relates to the affairs of the Club must, as soon as practicable after the relevant facts have come to the director’s knowledge and in accordance with Section 41C of the Registered Clubs Act: (i) declare the nature of the interest at a meeting of the Board; and (ii) comply with Rule 46(f). (b) Any director who has or acquires a financial interest in respect of a hotel must in accordance with Section 41D of the Registered Clubs Act give a written declaration of that interest to the Secretary of the Club within fourteen (14) days. (c) A director must, in accordance with Section 41E of the Registered Clubs Act, declare any gift or remuneration received from an affiliated body (as defined in the Registered Clubs Act) if the value of the gift or the amount of the remuneration exceeds such amount as may be prescribed by the Registered Clubs Act. (d) A director must, in accordance with Section 41F of the Registered Clubs Act,submit a written return in each year to the Club declaring any gift or remuneration received by that director from a person or organisation that is party to a contract or commercial arrangement with the Club if the value of the gift or the amount of the remuneration exceeds such amount as may be prescribed by the Registered Clubs Act. (e) Rules 46(a) to (d) inclusive do not limit the provisions of the Registered Clubs Act referred to in those Rules.
PROHIBITION ON DIRECTORS WITH MATERIAL INTEREST FROM VOTING
(f) Subject to Section 195 of the Act, a director who has a material personal interest in a matter that is being considered at a meeting of the Board, or of the Directors of the Club: (i) must not vote on the matter; and (ii) must not be present while the matter is being considered at the meeting.
CONTRACTS WITH DIRECTORS
47. (a) In accordance with Section 41K of the Registered Clubs Act, the Club must not enter into a commercial arrangement or a contract with a director or with a company or other body in which a director has a pecuniary interest, unless the proposed commercial arrangement or contract is first approved by the Board.(b) A “pecuniary interest” in a company for the purposes of Rule 47(a) does not include any interest exempted by the Registered Clubs Act.
CONTRACTS WITH SECRETARY
48. (a) Subject to Rule 48(b), the Club must not enter into a commercial arrangement or contract for the provision of goods or services with: (i) the Secretary; or (ii) any close relative (as defined in the Registered Clubs Act) of the Secretary; (iii) any company or other body in which the Secretary or a close relative of the Secretary has a controlling interest (as defined in the Registered Clubs Act). (b) Rule 48(a) does not prevent the Club entering into a contract with any of the above persons which is: (i) a contract of employment; or (ii) otherwise permitted by the Registered Clubs Act.
VACANCIES ON BOARD
49. Subject to the provisions of these Rules the members in General Meeting may by ordinary resolution remove any member or members of the Board or the whole of the Board before the expiration of his or her or their period of office and may by ordinary resolution appoint another person or persons in his or her or their stead providing the person so appointed has the qualifications to be a director as contained in these Rules. Any person so appointed shall hold office during such time only as the person whose place he or she is appointed would have held the same if he had not been so removed. Notice of the intention to move a resolution to remove a member of the Board from office must be given to the Club at least two months before the meeting at which the resolution is to be considered and voted on. The provisions of Section 203D of the Act shall be followed in relation to that meeting.
50. The office of a member of the Board shall automatically be vacated: (a) If he or she is disqualified for any reason referred to in Section 206B of the Act. (b) If he or she becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health. (c) If he or she is absent from meetings of the Board for a continuous period of three calendar months without leave of absence from the Board and the Board resolves that his or her office be vacated. (d) If by notice in writing given to the Secretary he or she resigns from office as a director. (e) If he or she becomes prohibited from being a member of the Board by reason of any order or declaration made under the Act, Liquor Act or the Registered Clubs Act. (f) If he or she ceases to be a member of the Club. (g) If he or she fails to declare the nature of his or her interest in a contract or office or property in accordance with these Rules. (h) If he or she becomes an employee of the Club. (i) If he or she fails to complete the mandatory training requirements for directors referred to in Rule 34(d) within the prescribed period (unless exempted).
51. The Board shall have power at any time and from time to time, to appoint any eligible person to the Board to fill a casual vacancy. The person so appointed shall hold office only until the conclusion of the following Biennial General Meeting.
51A. Notwithstanding anything contained in this Constitution, if a casual vacancy arises in respect of the President or Vice President positions, the Board may appoint any member (who is eligible to hold office on the Board) to that casual vacancy (including, for the avoidance of doubt, a member who may not satisfy Rule 34(c).
52. A General Meeting called the Annual General Meeting shall be held once at least in every calendar year at such time and place as may be determined by the Board but within five (5) months of the close of the financial year. All meetings other than Annual General Meetings shall be called General Meetings.
53. (a) The Board may whenever it considers fit call and arrange to hold a general meeting of the Club. (b) The Board must call and arrange to hold a general meeting of the Club on the request of members with at least five per cent (5%) of the votes that may be cast at the general meeting. In this Rule 53, the term “the request” shall mean the request referred to in this Rule 53(b). (c) The request must: (i) be in writing; and (ii) state any resolution to be proposed at the meeting; (iii) be signed by the members making the request; (iv) be given to the Club. (d) Separate copies of a document setting out the request may be used for signing by the members if the wording of the request is identical in each copy. (e) The Board must call the meeting within 21 days after the request is given to the Club. The meeting is to be held not later than 2 months after the request is given to the Club. (f) Members with more than 50% of the votes of all the members who make the request may call and arrange to hold a general meeting if the Board do not do so within 21 days after the request is given to the Club. (g) The meeting referred to in paragraph (f) of this Rule 53 must be called in the same way - so far as is possible - in which general meetings of the Club may be called. The meeting must be held not later than three months after the request is given to the Club. (h) To call the meeting the members requesting the meeting may ask the Club fora copy of the Register of Members and the Club must give the members the copy of the Register without charge. (i) The Club must pay the reasonable expenses the members incurred because the Board failed to call and arrange to hold the meeting. The Club may recover the amount of the expenses from the directors of the Club. However, a director is not liable for the amount if they prove that they took all reasonable steps to cause the directors to comply with this Rule 53. The directors who are liable are jointly and individually liable for the amount. If a director who is liable for the amount does not reimburse the Club the Club must deduct the amount from any sum payable as fees payable to, or remuneration (including an honorarium) of the director.
54. (a) At least 21 days notice must be given of the Annual General Meeting and of any general meeting of the members of the Club. (b) A notice of a general meeting of the Club's members must: (i) set out the place, date and time of the meeting; and (ii) state the general nature of the meeting's business; and (iii) if a special resolution is to be proposed at the meeting - set out an intention to propose the special resolution and state the resolution; (c) A copy of a notice of a general meeting of the members of the Club shall also be posted on the Club Notice Board for a period of not less than 21 days prior to the date of the meeting. 24(d) Neither the accidental omission to give notice of a meeting or the non-receipt by any person of notice of a meeting nor the omission to post a copy of a notice of the meeting on the Notice Board shall invalidate any proceedings at such meeting unless pursuant to Section 1322 of the Act such proceedings are declared to be void.
PROCEEDINGS AT ANNUAL GENERAL MEETINGS
55. The business of the Annual General Meeting shall be as follows:(a) To confirm the Minutes of the previous Annual General Meeting; (b) To receive and consider the reports referred to in Rule 71A; (c) In respect of a Biennial General Meeting to elect the Board. (d) To appoint an Auditor or Auditors in the event that there be a vacancy in the office of Auditor; (e) To deal with any other business of which due notice to the members has been given.
57. (a) The Chairman of the Annual General Meeting must allow a reasonable opportunity for the members as a whole at the meeting to ask questions about or make comments on the management of the Club. (b) If the Club's auditor or a representative of the Club's auditor is at the meeting, the Chairman of the Annual General Meeting must allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor or the auditor's representative questions relevant to the conduct of the audit and the preparation and conduct of the auditor's report.
58. (a) The following members may give the Club notice of a resolution that they propose to move at a general meeting: (i) members with at least 5% of the votes that may be cast on the resolution; or (ii) at least 100 members who are entitled to vote at a general meeting; (b) The notice must: (i) be in writing; and (ii) set out the wording of the proposed resolution; and (iii) be signed by the members proposing to move the resolution. (c) Separate copies of a document setting out the notice may be used for signing by members if the wording of the notice is identical in each copy; (d) The percentage of votes that members have is to be worked out as at the midnight before the members give the notice.
59. (a) If the Club has been given notice of a resolution under Rule 58, the resolution is to be considered at the next general meeting that occurs more than 2 months after the notice is given;(b) The Club must give all its members notice of the resolution at the same time,or as soon as practicable afterwards, and in the same way, as it gives notice of a meeting; (c) The Club is responsible for the cost of giving members notice of the resolution if the Club receives the notice in time to send it out to members with the notice of meeting; (d) The members requesting the meeting are jointly and individually liable for the expenses reasonably incurred by the Club in giving members notice of the resolution if the Club does not receive the members' notice in time to send it out with the notice of meeting. At a general meeting, the Club may resolve to meet the expenses itself. (e) The Club need not give notice of the resolution: (i) if it is more than 1,000 words long or defamatory; or (ii) if the members making the request are to bear the expenses of sending the notice out - unless the members give the Club a sum reasonably sufficient to meet the expenses that it will reasonably incur in giving the notice.
60. (a) Members may request the Club to give to all its members a statement provided by the members making the request about: (i) a resolution that is proposed to be moved at a general meeting; or (ii) any other matter that may be properly considered at a general meeting; (b) The request must be made by: (i) members with at least 5% of the votes that may be cast on the resolution; or (ii) at least 100 members who are entitled to vote at the meeting. (c) The request must be: (i) in writing; and (ii) signed by the members making the request; and (iii) given to the Club.(d) Separate copies of a document setting out the request may be used for signing by members if the wording of the request is identical in each copy; (e) The percentage of votes that members have is to be worked out as at the midnight before the request is given to the company; (f) After receiving the request, the Club must distribute to all its members a copy of the statement at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of a general meeting; (g) The Club is responsible for the cost of making the distribution if the Club receives the statement in time to send it out to members with the notice of meeting; (h) The members making the request are jointly and individually liable for the expenses reasonably incurred by the Club in making the distribution if theClub does not receive the statement in time to send it out with the notice ofmeeting. At a general meeting, the Club may resolve to meet the expenses itself; (i) The Club need not comply with the request: (i) if the statement is more than 1,000 words long or defamatory; or (ii) if the members making the request are responsible for the expenses of the distribution - unless the members give the Club a sum reasonably sufficient to meet the expenses that it will reasonably incur in making the distribution.
61. A general meeting of the members of the Club must be held for a proper purpose.
AUDITOR'S RIGHT TO BE HEARD AT GENERAL MEETINGS
62. (a) The Club's auditor is entitled to attend any general meeting of the Club and shall be given notice of all general meetings at the same time as such notice is given to the members; (b) The auditor is entitled to be heard at the meeting on any part of the business of the meeting that concerns the auditor in their capacity as auditor; (c) The auditor is entitled to be heard even if: (i) the auditor retires at the meeting; or (ii) the meeting passes a resolution to remove the auditor from office. (d) The auditor may authorise a person in writing as their representative for the purpose of attending and speaking at any general meeting.
PROCEEDINGS AT GENERAL MEETINGS
63. The President shall be entitled to take the chair at every General Meeting. If the President is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling or unable to act then a Vice President will take the chair and if both Vice Presidents are unwilling or unable to act then the members present shall elect a chairperson for the meeting.
64. At any general meeting of the Club forty (40) members entitled to vote being present in person shall be a quorum. If a quorum is not present within 30 minutes after the time for the commencement of the meeting the same shall be adjourned to the same day in the next week a the same time and place provided that if the meeting has been convened at the request of members pursuant to Rule 53 the same shall be dissolved. If at any adjourned meeting a quorum is not present, the members present shall be a quorum and may transact any business for which the meeting was called.
65. (a) Except in the case of a Special Resolution every question submitted to a meeting shall be decided by a simple majority of votes from those members present and voting and counted on a show of hands (unless a poll is demanded by five (5) members or the chairperson) and in the case of an equality of votes whether on a show of hands or on a poll the chairman of the meeting shall have a second or casting vote. (b) If a poll is demanded it shall be taken in such manner and either at once or after the 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 but a poll demanded on the election of the Chairman or on a question of adjournment shall be taken forthwith.(c) A demand for a poll may be withdrawn. (d) At any General Meeting (unless a poll is demanded) a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the book containing the minutes of the proceedings of the Club shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution.
66. A person shall not: (a) Attend or vote at any meeting of the Club or of the Board or of any committee thereof; or (b) Vote at any election including an election of a member or of the Board as the proxy of another person.
67. The chairman of a meeting may with the consent of the meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. A resolution passed at any adjourned meeting shall for all purposes be treated as having been passed on the date when it was in fact passed and shall not be deemed to have been passed on any earlier date. It shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting except when a meeting is adjourned for thirty (30) days or more, when notice of the adjourned meeting shall be given as in the case of an original meeting.
68. (a) The Club must keep minute books in which it records proceedings and resolutions of general meetings of the Club, proceedings and resolutions of meetings of the directors of the Club (including meetings of a committee of directors) and resolutions passed by directors without a meeting.(b) The Club must ensure that minutes of a meeting are signed within one (1)month of the meeting by the chairperson of the meeting or the chairperson of the next meeting and minutes of the passing of a resolution without a meeting are signed by a director within one (1) month of the date on which the resolution is passed.(c) A minute that is so recorded and signed is evidence of the proceeding,resolution or declaration to which it relates, unless the contrary is proved.
69. The Board shall: (a) cause proper accounts and records to be kept with respect to the financial affairs of the Club in accordance with the Act and the Registered Clubs Act. (b) prepare, on a quarterly basis, financial statements that incorporate: (i) the Club’s profit and loss accounts and trading accounts for the quarter; and (ii) a balance sheet as at the end of the quarter. (c) cause the financial statements referred to in Rule 69(b) to be submitted to a meeting of the Board. (d) make the financial statements referred to in Rule 69(b) available to members of the Club within forty-eight (48) hours of the statements being adopted by the Board.(e) indicate, by displaying a notice on the Club’s premises and on the Club’s website, how the members of the Club can access the financial statements referred to in Rule 69(b). (f) provide a copy of the financial statements referred to in Rule 69(b) available to any member on the written request of the member.
70. The books of account shall be kept at the Registered Office of the Club or at such other place as the Board thinks fit. The Club shall at all reasonable times make its accounting records available in writing for the inspection of members of the Board and any other persons authorised or permitted by or under the Act to inspect such records.
71. The Board shall, not less than twenty one (21) days before each Annual General Meeting and in any event within four (4) months of the end of the financial year of the Club, report to members in accordance with Division 4 of Part 2 M.3 of the Act.71A. In accordance with Section 317 of the Act, the Board shall lay before the Annual General Meeting in respect of the financial year ending on the last day of June immediately prior to the Annual General Meeting: (a) the financial report of the Club; and (b) the directors' report; (c) the auditors' report on the financial report.
72. The financial year of the Club shall commence on first day of July in each year and end on the last day of June in the following year or such other period as having regard to the Act, the Board may determine.
73. Auditors shall be appointed and their duties regulated in accordance with the Act and their remuneration shall be fixed by the Board.
74. At any time there shall only be one Secretary of the Club who shall be appointed by the Board and who shall be the Chief Executive Officer of the Club for the purposes of the Registered Clubs Act.
EXECUTION OF DOCUMENTS
75. (a) If the Club has a Seal, the Club may execute a document (including a deed) with the Seal by fixing the Seal to the document and having the fixing of the Seal witnessed by: (i) two members of the Board; or (ii) one member of the Board and the Secretary. (b) The Club may execute a document (including a deed) without a Seal if that document is signed by: (i) two members of the Board; or (ii) one member of the Board and the Secretary.
76. A notice may be given by the Club to any member either personally or by sending it by post to the address of the member recorded for that member in the Register of members kept pursuant to these Rules or by sending it to the electronic address (if any) nominated by the member.
77. Where a notice is sent by post service of the notice shall be deemed to be effected by properly addressing prepaying and posting the notice and shall be deemed to have been effected in the case of a notice convening a meeting on the day following that on which the same shall have been posted and in any other case at the time at which the notice would have been delivered in the ordinary course of post.
77A. Where a notice is sent by electronic means, the notice is taken to have been given on the day following that on which it was sent.
INDEMNITY TO OFFICERS
78. Every officer (as defined in Section 9 of the Act) and former officer of the Club shall be indemnified to the full extent permitted by the Act out of the property of the Club against any liability incurred by him in his capacity as officer in defending any proceedings whether civil or criminal.
78A. The Club may pay a premium for a contract insuring a person who is an officer or a former officer of the Club against a liability incurred by that person as an officer of the Club provided that the liability is not one in respect of which a premium cannot be paid under the Act or a liability which contravenes Section 199A or Section 199B of the Act.
79. The Constitution of the Club shall be read and construed subject to the provisions of the Registered Clubs Act and to the extent that any of the provisions in the Constitution are inconsistent therewith they shall be inoperative and have no effect.
1. These By-Laws made by the Board of Directors of Club Forster pursuant to the power conferred upon the Board.
2. The Board may alter or repeal a By-Law as it may deem necessary or expedient for the proper conduct and management of the Club.
3. These By-Laws will come into force and be duly operative upon the posting of an appropriate notice, containing the By-Law on the Notice Board.
4. These By-Laws are to be read in conjunction with the Constitution of the Club and in the event of any inconsistency, the Constitution shall prevail.
5. These By-Laws are binding on each member of the Club.
6. For the purpose of these By-Laws the term “the Club” means the registered Club known as Forster Tuncurry Memorial Services Club Limited ACN 000 919 817 trading as Club Forster and Sporties Tuncurry and the term “Club’s premises” means the Club Forster premises and/or the Sporties Tuncurry premises.
7. For the purpose of these By-Laws, the term “General Manager” means the General Manager of the Club or the General Manager’s delegated representative.
8. A copy of the Constitution and By-Laws of the Club are available from the Club upon request.
9. The Board and the Club’s employees will monitor compliance with and enforce these By-Laws.
10. Pursuant to Rule 30 of the Club’s Constitution, the Club may commence disciplinary proceedings against any member who fails to comply with these By-Laws.
Sections and Sub-Clubs.
1. Pursuant to Rule 30(n) of the Club’s Constitution, the Board has the power to create sections, sub-clubs and committees (“sub-clubs”) and to permit those sub-clubs to conduct, manage and control any sport or other activity at the Club.
2. Members wishing to form a sub-club may submit a written request to the Board. Upon request of a written request, the Board will determine whether to create the requested sub-club.
3. The Board may delegate to the Management Committee of such approved Club such powers as the Board may from time to time be revoked or altered.
4. In the event that such delegation will include the power to conduct a separate banking account then such approved sporting, recreational club must produce a statement of receipts and payments to the Board on request.
5. The financial records of the Club shall be made available to the Board or their designated representative, for audit, annually or as required.
6. Any approved sporting, recreational or social club within the Club will only be open to members of the Club.
7. This section will apply to existing clubs with the Club.
1. Postal and Email Address of Members
1.1 The postal and email address of a member (for the purposes of receiving notices) will be the postal and email address nominated by the member on the member’s application form for membership, or any change to that postal or email address that the member has notified the Club. It is the responsibility of the member to advise the Club of any change of postal or email address as it occurs.
2. Membership Cards
2.1 The Club’s membership card will incorporate a colour photograph of a member.
2.2 Every applicant for membership and every member agrees to be photographed, subject to this By-Law, by the Club and to have that photograph displayed on their membership card.
2.3 Each member agrees to renew the photograph on their membership card at the time of renewal of membership.
2.5 The rights of members are not transferable. A member shall not transfer, lend or otherwise provide another person with their membership card for the purpose of gaining admission to the Club or accessing the rights and privileges associated with their membership.
2.6 Any member who is suspended from the Club must deliver to the General Manager their membership card, which will not be returned to the member until the charge is heard and/or during any period of suspension.
3. Entry to the Club’s Premises
3.1 Members must produce their current membership card when entering the Club’s premises.
3.2 A person purporting to be a member may be refused admission to the Club (or be required to sign in as a temporary member or guest of a member) if the Club is unable to determine if the person is a member of the Club
3.3 Subject to any legislative exemptions, persons under the age of 18 will not be permitted in:
a) Areas of the Club’s premises where poker machines are played; or
b) Any bar except where it provides the only practical means of access to an unrestricted area or when it is reserved for a private function; or
c) Any restricted area of the Club.
3.4 Persons under the age of 18 are permitted to use unrestricted areas of the Club provided they remain under the strict supervision of a parent, relative or responsible adult, be permitted to use any area designated as a “child minding area” where the Club agrees to provide supervision by qualified staff.
A member or a guest who is responsible for supervising a person under 18 years of age and who fails to do so, may be cited to appear before the Club’s Disciplinary Committee which may result in reprimand, suspension or expulsion from the Club. Such person may also be liable to penalty under the Registered Clubs Act.
3.5 Members who are suspended are not permitted to enter the Club in any capacity unless expressly authorised to do so in writing by the Board or General Manager.
3.6 Persons who have been expelled from the Club are not permitted to enter the Club’s premises in any capacity unless expressly authorised to do so in writing by the Board or General Manager.
3.7 Members must use the designated main entrance doors when patronising the Club. Access by any other doors is an offense against the Club’s rules and the Registered Clubs Act.
4. Play on Greens – Sporties Tuncurry
4.1 The Head Greenkeeper at Sporties Tuncurry will have the responsibility for determining the following in relation to the greens:
a) When greens are open for play; and
b) Which rinks are available for play.
4.2 Members must not instruct or interfere with the Head Greenkeeper carrying out his duties
4.3 Members at all times must not smoke on the playing surface or green banks. Smoking is permitted in designated areas.
5. Guest of Members and Temporary Members
5.1 Members must only sign in guests who accompany them to the club and/or any personally known by the member.
5.2 Members may only sign in their guests up to 5 visits per annum and temporary members may only sign in also up to 5 visits per annum.
6. Conduct and Behaviour
6.1 For the purposes of Rule 30 of the Club’s Constitution, the following conduct shall be deemed to be conduct that is unbecoming of a member.
a) Be intoxicated whilst on the Club’s premises;
b) Be under the influence of illegal drugs or substance;
c) Cheat or defraud the Club or any person in any way whatsoever;
d) Be in possession of any offensive weapon or instrument;
e) Racially vilify or denigrate any person;
f) Refuse to leave the Club’s premises when asked to do so for any reason by the General Manager of any other employee authorised to exercise such a power;
g) Introduce liquor on to the Club’s premises without permission;
h) Use objectionable or obscene language on the Club’s premises;
i) Act in a violent, quarrelsome, abusive or obstructive manner whilst on the Club’s premises;
j) Damage Club property;
k) Remove Club property without authority;
l) Enter, or remain, on the Club’s premises at any time that they are not authorised to do so;
m) Disregard the lawful instructions of any Club employees;
n) Cause, whilst on the Club’s premises, offence to any member of the Club in a way which prejudices the good order of the Club or the comfort or welfare of members, their guests or visitors
;o) Introduce gambling on the Club’s premises;
p) Gamble on the Club’s premises other than as permitted under the Registered Clubs Act and Gaming Machines Act;
q) Play any type of card, or board game on the Club’s premises unless expressly authorised to do so by the General Manager;
r) Whilst on the Club’s premises sell, or supply liquor to any person under the age of 18 years;
s) Engage in any unseemly conduct in the immediate vicinity of the Club;
t) Acting in a manner which defames or otherwise embarrasses the Club.
u) Members using Mass Information Media (including but not limited to Facebook, Youtube, Twitter, and other online social forums etc (collectively mass information media) for the purpose of deliberately insulting, harassing or unfairly criticizing another member or organisation may be reprimanded, suspended, expelled from membership or otherwise dealt with.
v) Members and guests who consume liquor in unlicensed areas like the main entrance front steps and car park.
6.2 Any member who wishes to lodge a complaint regarding the conduct of a patron (including a member or guest) must comply with the procedure set out in By-Law 25 below.
7. Trading Hours
7.1 The Board or Management have the power to determine, and to alter, the trading hours of the Club premises or any part of the Club’s premises.
7.2 Members, guests and visitors must vacate the Club’s premises as soon as practicable after trading ceases, but in any event no later than 30 minutes after trading ceases.
7.3 All persons leaving the Club’s premises, must do so quietly and with respect to surrounding neighbours and businesses.
7.4 No liquor will be made available, poker machine service rendered or jackpots paid after trading ceases.
8.1 Unless otherwise permitted by the General Manager, no food may be consumed within the Club unless such food has been purchased within the Club’s premises.
8.2 Permission must be obtained from the General Manager, for any relaxation of By-Law 10.1.
8.3 The removal, from Club premises, of foodstuffs purchased from, or supplied by, the Club is strictly prohibited, unless placed in an appropriate container or food sold for take-away purposes.
9. Prohibition of Canvassing
9.1 Except with the consent of the General Manager, no person may on the Club’s premises:
a) Sell goods;
b) Canvas for, or solicit donations or subscriptions; or
c) Sell raffle or other tickets for any object or institution.
9.2 Except with the consent of the General Manager, no person may display or exhibit the following on the Club’s premises:
b) Notice; or
c) Other material.
10. Club Dress Standards
10.1 All persons on the Club’s premises must comply with the Club’s Dress Standard as displayed at the Club’s premises from time to time.
10.2 Management shall determine whether a person’s clothing complies with the Club’s Dress Standards. The General Manager may refuse admission to or turn out any person who does not comply with the Club’s Dress Standards.
10.3 Subject to By-Law
10.4 the following clothing must not be worn on the Club’s premises, unless approved by Management.
b) Men’s and Ladies Headwear;
c) Running shorts or training apparel;
d) Abbreviated shorts;
e) Singlets; or
f) Muscle shirts;
g) Bare feet;
h) Bike shorts;
i) Bare midriffs;
j) Offensive slogans/logos;
k) No motor cycle colours or affiliated attire.1
10.4 Patrons are not permitted to wear hats or headwear of any description in the Club’s premises other than in outdoor areas and/or as required for medical, religious or other sporting occasions
10.5 For the purpose of attending the outdoor areas work clothing may be worn, however, dirty, torn or offensive clothing is not permitted.
11. Club Property
11.1 Members must take reasonable care of Club property.
11.2 Members must take reasonable care of the Club’s equipment.
11.3 Members are not permitted to enter the Administrative Office, or Boardroom at the Club’s premises, unless invited by the General Manager or a Director respectively.
11.4 Unless such stationery and equipment is intended for use by member, members will not use:
a) Club stationery; or
b) Club equipment,without the authority of the General Manager.
11.5 Members will not remove:
a) Club stationery; or
b) Club equipment,from the Club’s premises without the authority of the General Manager.
11.6 Club telephones, other than pay phones, may not be used for outgoing calls by any person unless permission has been received from the General Manager.
11.7 Persons must not move, transfer or remove any furniture or Club property or interfere with any organisational planning that may be displayed at various functions.
11.8 Persons must not reserve tables and chairs in any part of the Club
12. Use of Club Premises
12.1 Written approval from the General Manager must, first be obtained for:
a) Use of the address of the Club or of the Club’s premises in any advertisement;
b) Use of the address of the Club or of the Club’s premises in any circular, letter or document in connection with any business undertaking;
c) Exhibition of any pamphlet, advertisement or notice of any kind on the Club’s premises; and
d) Meetings of any description on the Club’s premises.
12.2 Any person booking shows, or the use of any rooms at the Club’s premises, will do so in accordance with the relevant procedures of the Club as determined from time to time.
13. Poker Machines
13.1 The Club reserves the right to delay, or refuse, the payment of any monies purporting to have been won on any of the Poker Machines operating in the Club’s premises where the General Manager believes, on reasonable grounds, that:
a) The machine is faulty; or
b) The machine has been manipulated; or
c) The person claiming payment has not been signed into the Club in accordance with the Registered Clubs Act.
13.2 Persons are not permitted to reserve a machine (other than the one they are playing), and the practice of alternating between machines is discouraged.
13.3 No machine will be reserved for more than three (3) minutes unless authorised by the Duty Manager.
13.4 a) A player wanting to use a machine which has been reserved for longer than three (3) minutes must first request the Duty Manager for the Club’s premises.
b) The player making the request may only play the machine after receiving permission to do so from the Duty Manager for the Club’s premises.
13.5 Persons may only use Australian legal tender when playing the Club’s gaming machines.
13.6 The gaming machines on the Club’s premises can only be played by persons who have attained the age of eighteen (18) years and who are lawfully on the Club’s premises.
13.7 It is the player’s responsibility to ensure that he/she has been given the correct amount of money by the cashier.
13.8 No jackpot or prize will be paid unless the winning combination is seen by authorised staff and verified to be paid pursuant to the Club’s procedures made pursuant to the Registered Clubs Act for paying jackpots.
13.9 No jackpots, prize or winning combination will be paid to a player if won before the opening time of the Club or after closing time has been announced and persons have been requested to leave.
13.10 In the case of a member, a jackpot or prize of $5,000 or more may be paid within 72 hours of verification of financial membership.
13.11 In the case of a non-member, any jackpot or prize of $5,000 or more may be paid within 72 hours by cheque and will be mailed to the address of that person as respectively shown in the register of Guest of Members or the Temporary Member’s Register.
13.12 The Club reserves the right to ensure that every jackpot, short pay or machine refill is played off.
13.13 The Club reserves the right to refuse any persons the right to play gaming machines on the Club premises.
13.14 Any disputes over payment or non payment by any poker machine will be decided within one week by Management.
13.15 The Club may refuse payment if, in the reasonable opinion of the Clubs, the machine has malfunctioned and/or if a winning combination showing has not been registered on the machine.
13.16 A player of this Club’s gaming machines acknowledges, by choosing to play the Club’s gaming machines, that the Club’s decision as to whether a gaming machine has malfunctioned or not and/or if a winning combination showing has not been registered on the machine, is final.
13.17 If the gaming machine is able to be operated without payment, (except for the playing of “free” games won), it is the player’s responsibility to immediately report the malfunction to an employee of the Club.
13.18 If the gaming machine overpays, pays on a non-winning combination or otherwise malfunctions, the player must immediately report the malfunction to a Club employee.
13.19 Tilting, rocking, manipulating or in any way moving or damaging a Club gaming machine is strictly prohibited.
13.20 It is a breach of the Registered Club Act, and offence under that Act, for a person:
a) To have possession of a device made or adapted, or intended by the person to be used, for interfering with the normal operation of a Club gaming machine; or
b) To do anything calculated, or likely, to interfere with the normal operation of a Club gaming machine; or
c) To do anything calculated to render a Club gaming machine capable or incapable, even temporarily, or producing a winning combination.
13.21 Syndicate play, as evidenced by such actions including , but not limited to, organised group monopolisation of gaming machines, providing payout details of individuals other than those in control of the machine at the time of the win and individuals playing more than one machine at a time, and any person, member or guest engaging in this conduct may:
• have any payouts withheld;
• be asked to leave the premises;
• be cited to appear before the Disciplinary Committee to show cause why they should not be reprimanded, suspended or expelled.
13.22 The Club reserves the right to refuse payment to any person, who in the reasonable opinion of the Club has breached this By-Law 13.
13.23 Any person breaching this By-Law may be requested to immediately leave the Club’s premises and a member may also be liable for disciplinary action.
14. Credit Facilities
14.1 No credit will be extended, in any circumstances, to any person.
15. Use of the Club’s Car Park
15.1 Persons using the Club’s car park must drive in a safe manner and follow all signage.
15.2 Persons must not park their vehicles in those areas set aside for use by designated Club officials at the Club’s premises.
15.3 Persons may only park in the Club car park at the Club’s premises when they are attending the Club and/or engaged on Club business.
15.4 When a person is on the Club’s premises they must comply with any instructions given by a Club employee in relation to the use of the car park and parking.
15.5 All persons use the Club’s car park at their own risk. The Club is not responsible for damage or theft to vehicles or vehicle contents.
15.6 Persons must observe all car parking directions.
15.7 Children are not to be left in cars or other vehicles while their parents, guardians or carers are in or on Club premises. It is against Club Rules to leave children unattended in Club premises or outside Club buildings.
16. Code of Conduct – Directors
16.1 All Directors in discharging their duties of the Club are bound by, and must act in accordance with, Club Forster and Sporties Tuncurry Board policy.
17. Director Honorariums and Uniforms
17.1 The payment of Director Honorariums is a token payment in good faith in return for services rendered to the Club.
17.2 The Board of Directors each to receive an honorarium to be agreed upon by the Board annually and prior to the Annual General Meeting. The level of honorarium is recommended and referred to the Annual General Meeting, for members consideration and determination.
17.3 The Club will reimburse all reasonable costs or expenses in relation to the provision of uniforms for the use of each Director when representing the Club.
18. Reimbursement of Expenses
18.1 The Club will reimburse any reasonable expenses incurred by a member acting in good faith on behalf of the Club, where:
a) The member is acting in:
(i) An office to which they have been elected; or
(ii) A position to which they have been appointed by the Board of Directors; and
b) The expenditure was approved in advance by:
(i) The Board of Directors; or
(ii) The General Manager; or
(iii) For expenditure occurring in relation to Club Forster and Sporties Tuncurry by the Board of Directors and the General Manager; and
c) The expenditure is not contrary to the Constitution.
18.2 Despite By-Law 20.1, if a member has expended money on behalf of the Club, in good faith, and in circumstances of emergency where no authorisation for the expenditure had been obtained, the Board of Directors may, in its absolute discretion where the expenditure is not contrary to the Constitution and in accordance with this By-Law, determine to reimburse the expenditure or some part of it.
18.3 Any member seeking the reimbursement of reasonable expenses must, to obtain reimbursement, promptly provide, and in any event no later than 14 days following the expenditure receipts detailing:
a) The nature of the expenditure;
b) The date of the expenditure;
c) The place of the expenditure; and
d) The amount of the expenditure.
19. Employees of the Club
19.1 No member or guest will in relation to the Club’s employees:
a) Act discourteously to them;
b) Reprimand them; or
c) Direct, or attempt to direct, them in their duties.
20. Board Elections
20.1 A member, must not issue, promote or distribute within any of the Club’s premises or surrounds, or at any Club function or at any Club sponsored event, any “how to vote” ticket or other material which advocates either for, or against, the election of any member to the Board of Directors or to any other office in the Club. This includes but is not limited to distributing documents, making public statements, advertising, emails, text messages or by other means and includes Mass Information Media as defined by Clause 6 (u).
20.2 A copy of the Club’s Constitution and By-Laws and the Director’s Code of Conduct may be supplied to each person requesting a nomination form for election to the Board of Directors.
20.3 All nominees for positions on the Board of Directors must complete and sign the Statutory Declaration attached to the Code of Conduct for Directors, signifying their acceptance, understanding and undertaking to abide by the Code.
21. Voting Procedures for Elections
21.1 In accordance with Rules 35 and 36 of the Club’s Constitution, the following By-Laws shall apply in respect of the election of the Board of Directors:
1) Not less than two weeks before the day fixed for any Annual General Meeting at which an election of Directors is to take place nominations for the offices of Directors shall be delivered to the Secretary.
2) Out of persons nominated the general body of members shall elect a Director in accordance with Section 30 and Schedule 4 of the Registered Clubs Act 19763) Not less than three weeks prior to any meeting at which an election of Directors is to take place a notice shall be given by the Secretary of the Club to all members of the Club of the meeting and the fact that Directors are to be elected as advised.
21.2 a) The Secretary shall immediately after receiving nominations post the name of the candidates and their proposers on the Notice Board and if so directed by the President shall notify members by mail of the names of the candidates and their proposers.
b) If the full number of candidates for the positions of Directors is not nominated as required, additional nominations may with the consent of the nominee or nominees be made in accordance with Clause 51 of the Constitution. If there be more than the required number nominated an election by ballot shall take place but if there be only the requisite number nominated the Chairman shall declare those nominated duly elected.
21.3 An election by ballot of the members of the Board of Directors shall be conducted in the following manner:
a) The Board of Directors will appoint a Returning Officer and Electoral staff to conduct the ballot for the election of the Board of Directors.
b) The ballot shall commence and close at the time fixed by the Board.
c) The voting papers shall contain a list of all duly nominated candidates for the position of Director. The order of names on the list to be decided by ballot.
d) The voter shall record his vote for Board Members numbering in order of preference from one to nine.
e) At the closing of the poll the Returning Officer and electoral staff shall proceed with the examination of the voting papers and shall report the result to the meeting and the Chairperson who shall then declare such candidate or candidates who received the greatest number of votes to be duly elected.
f) In any case of doubts as to the formality of the voting paper it shall be referred to the Returning Officer whose decision shall be final.
g) In the event of any equality of votes in favour of two or more candidates the Returning Officer will cause a draw to be made from a receptacle to fill any remaining offices undecided.
22.1 Complaints by the Club’s employees concerning the conduct of members, guest or visitors must be:
a) In writing;
b) Be directed to the General Manager in relation to Club Forster and Sporties Tuncurry;
c) Set out sufficient details of the matter complained of to enable the complaint to be properly investigated.
22.2 Any complaint by a person against another person must be:
a) In writing;
b) Be directed to the General Manager.
c) Set out sufficient details of the matter complained of to enable the complaint to be properly investigated.
22.3 Any complaints regarding any Club employee must be:
a) In writing;
b) Be directed to the General Manager.
c) Set out sufficient details of the matter complained of to enable the complaint to be properly investigated.
22.4 If a complaint is to be made about the Manager at Sporties Tuncurry, the complaint shall be lodged with the General Manager and the other provisions of the By-Law will be applied.
22.5 If a complaint is to be made about the General Manager of Club Forster, then the complaint shall be lodged with the Chairperson and the other provisions of this By-Law will be applied.
22.6 A person must not make a false or frivolous complaint about any other person.
23. Standing Orders
23.1 The following procedures will be adhered to as far as practicable at all Meetings of the Club.
23.2 The Chairperson will take the Chair for the meeting and upon ascertaining that a quorum is present will then declare the meeting open for the transaction of business, provided that if no quorum is present within the time prescribed, the meeting will not proceed to business.
23.3 The order of business (Standing Orders) for general meetings, other than special general meetings, will be:
a) Attendance and apologies;
b) Business as notified;
c) Minutes will be presented for confirmation, but no discussion will be allowed except as to their accuracy as a record of the proceedings;
d) Business arising out of minutes;
e) Financial statements and accounts;
f) Reports; and
g) General business on notice.
23.4 The order of business for special general meetings will be:
a) Attendance and apologies; and
b) Business as notified.
23.5 A motion on notice will be required to suspend Standing Orders at a General Meeting other than a Special General Meeting.
23.6 Standing Orders cannot be suspended at a Special General Meeting.
23.7 Any member seeking to suspend Standing Orders will give notice, in accordance with the Constitution, to the General Manager.
23.8 A member may at a meeting give Notice of a Motion to be moved at a future meeting by handing a copy thereof to the General Manager.
23.9 A Notice of Motion will be dealt in the order in which it stands in the Agenda, in relation to other similar notices, provided that a Motion to adjourn Standing Orders will be dealt with prior to the Agenda item of concern being dealt with.
23.10 No Notice entered on the notice paper will be proceeded with unless the member, who has given such Notice, is present when the business is called in its order.
23.11 Notices not proceeded with will be struck out.
23.12 No new business will be taken later than three (3) hours after the commencement of a meeting unless an extension of time is granted by the meeting.
23.13 Any member engaging in misconduct during a meeting or obstruction of the business of the meeting will be called to order by the Chairperson and, if after being called to order, the member persists in the misconduct or obstruction or otherwise refuses or fails to comply with the Chairperson’s direction, that member will be immediately excluded from taking any further part in the business of the meeting and may be physically expelled from the meeting.
24. Rules of Debate
24.1 No discussion will be allowed except on a Motion or Amendment, duly proposed and seconded.
24.2 A call for a seconder will only be put twice at which time if the Motion or Amendment has not been seconded it will lapse.
24.3 Any member desiring to propose a Motion or Amendment or to discuss any matter under consideration must address the Chairperson.
24.4 No member will address the meeting unless, and until, called upon by the Chairperson.
24.5 When the Chairperson speaks during a meeting the member then speaking, or offering to speak, will cease so that the Chairperson may be heard without interruption.
24.6 The Chairperson will call to order any speaker who departs from the question or who violates the courtesies or rules of debate.
24.7 If the Chairperson determines to participate in a debate at any meeting then the Chairperson will vacate the chair whilst participating and the Deputy Chairperson will take the chair of if the Deputy Chairperson is not in attendance then another Chairperson will be appointed by members participating in the meeting.
24.8 All Motions will be determined in the following manner:
a) The proposer of the Motion will have five (5) minutes at the time of moving the Motion to present argument in support of the Motion and three (3) minutes to reply, where the reply is limited to the answering of arguments advanced against the Motion;
b) The seconder of a Motion and all other speakers will be limited to three (3) minutes;
c) The meeting, on Motion without debate, may extend the time of any speaker but an extension of time must not exceed three (3) minutes – the meeting may agree to further extensions on the same basis;
d) The Chairperson will call attention to the time of all speakers one (1) minute before their time expires and Motions for extensions may be made when the Chairperson so calls, but not later;
e) After the Motion has been moved and seconded, no more than two (2) members will speak in succession on one side, either for or against any question before the meeting and if at the conclusion of the second speaker’s remarks no member rises to speak on the other side, the Motion or Amendment will at once be put to the meeting, subject to 24.8(a) of this sub By-Law.
24.9 All votes at meeting will be subject to the following:
a) The Chairperson will read the Motion and determine the question on the voices, provided that the Chairperson may call for a show of hands;
b) Every question submitted to a Meeting will be decided by a show of hands, unless a poll is demanded by five (5) of the members present;
c) In the case of any equality of votes whether on show of hands or on a poll the Chairperson of the meeting will have a second or casting vote; and
d) The Chairperson will then declare the Motion carried or lost.
24.10 In the event of a Motion being carried or lost by a narrow majority, any five (5) members may demand a division and on a division being called for, those in favour will go to the side of the room on the Chairperson’s right and those against to the Chairperson’s left and the number on each side will be counted and the number of voters (for and against) will be recorded in the minutes.
24.11 At any time during debate on any Motion it will be competent for any member who has not spoken to the Motion to move an amendment, which will be subject to the following:
a) All amendments must be seconded;
b) Apart from Special Resolutions, motions may be amended by adding words, by deleting words, or by deleting words and inserting others in their place;
c) The effect of any proposed amendment cannot be to establish a direct negative to the question contained in the motion;
d) Only one amendment will be received at a time and that amendment must be disposed of before any further amendment may be considered or moved;
e) All amendments will be put before the original Motion;
f) The proposer of any amendment will not have a right of reply; and
g) Should an amendment be carried it becomes the substantive Motion and thereon a further amendment may be proposed, however, if no further amendment is proposed, the amendment which has become the substantive motion, will be put without further debate subject to 24.11(e) of this sub By-Law and 24.8 of this By-Law.
24.12 Where a Motion is considered by a meeting without any amendments being proposed no member except for the proposer of the Motion will speak more than once on the Motion, unless by way of personal explanation or with the consent of the Chairperson.
24.13 Where an amendment or amendments are proposed, then a member may speak for or against any amendment which is proposed.
24.14 Any member who thinks they have been misrepresented by a speaker may with the indulgence of the Chairperson interrupt the speaker to correct the misstatement, but the member must not enter into argument.
24.15 It will be competent at any time during a debate for a member who has not spoken to a Motion under consideration to rise and move “That the question be now put” but no discussion will be allowed and if this Motion is seconded and carried, the Chairperson will immediately call upon the member (if any) who may have the right of reply, and then, immediately following the reply, the Chairperson will put the Motion which will include the amendments (if any) that have been moved and accepted.
24.16 No Motion upon any other subject will be submitted until the one before the Chair is disposed of in accordance with this By-Law.
24.17 Should any question have occupied the attention of the meeting for 20 minutes, the discussion on such question will be closed and the Chairperson will then call on the proposer to reply, unless the meeting decided by resolution to continue the discussion of the matter in question.
24.18 A Motion may be dealt with by:
a) Adoption as moved;
b) Rejection as moved;
c) Adoption after amendment of the subject matter;
d) Any of the following Motions, will be in order despite a Motion (or Motion with amendments) being before the meeting:
(i) “The Order of the Day”, i.e. that the next business in order be now taken;
(ii) Postponement of the question, either to a definite time or a time to be fixed;
(iii) Reference to a committee;
(a) Of the debate;
(b) Of the meeting.
24.19 A Motion for adjournment:
a) May be moved and seconded at any time during the meeting;
b) May be debated, provided that not more than four (4) speakers be allowed both for and against the Motion, inclusive of the mover and seconder;
c) Provided no right of reply for the mover of the Motion; and
d) Will be successful if carried by a majority of members present.
24.20 A second Motion for adjournment will not be moved until the subject under discussion at the time of the first motion for adjournment has been disposed of.
24.21 Questions of order will be decided by the Chairperson, whose ruling will be final unless challenged by a formal Motion submitted to the meeting.
24.22 Any member may rise to a Point of Order when the member considers the rules of debate to have been violated provided that the member must submit the “Point of Order” to the Chairperson, who will decide the question.
24.23 Upon the Point of Order being raised, the member addressing the meeting at the time will take their seat and will remain seated until the Point of Order has been decided.
a) A ruling given by the Chairperson on any question may be subject to a Motion of dissent calling the meeting to disagree with the ruling.
b) On the Motion of dissent becoming seconded, the Chairperson will vacate the chair which will be taken by the Deputy Chairperson or otherwise a member elected by the meeting.
24.25 No Motion of dissent from the Chairperson’s ruling will be permitted unless it be made before any other business has been proceeded to.
24.26 The procedure to determine a Motion of dissent will be as follows:
a) The member moving the Motion of dissent will be given five (5) minutes to support the Motion;
b) The Chairperson will be given five (5) minutes to defend their ruling; and
c) The Acting Chairperson will then put the question and on the question being determined the Chairperson will resume the chair.
For the purposes of Rule 15(a)(i) of the Club’s Constitution (which relates to Club Patrons), the following shall apply:
(a) The Board may from time to time appoint a Patron or Patrons of the Club.
(b) If such Patron or Patrons are not members of the Club, they shall thereupon be deemed to be Honorary members of the Club and, subject to the Club’s Constitution, shall remain Honorary members while they remain Patron.
26. General Rules
i) Members are requested to pay their accounts promptly.
ii) Members are not permitted in any staff areas.
iii) Paging of Members over the public address system will cease whilst the entertainment is in progress.
26.2 No dogs or other animals will be allowed on the Club premises or grounds unless special permission is granted by Management or otherwise permitted by law (for example, guide dogs).
26.3 No person shall enter any prohibited area in the Club.
26.4 In these By-Laws made by the Board of Directors words importing the masculine gender shall be deemed to include the female gender.
26.5 No member or visitor is to conduct a petition on the Club premises without the prior approval of the Board.
26.6 No person is to borrow or lend money to another person whilst on Club premises.
26.7 The Board welcomes constructive suggestions to improve the operations of the Club. All suggestions must be in writing delivered to the General Manager.
26.8 No photographs or videos are to be taken on premises without the prior approval of Management.
Authorised and approved by the Board of Directors
At the Board Meeting of the 23rd January 2018
Peter V. Clarke FCPA General Manager
For and on behalf of the Board of Directors