CONSTITUTION OF EDWARDSTOWN FOOTBALL CLUB INCORPORATED
NAME: 1. The name of the Club is “Edwardstown Football Club Incorporated”.
- The objects of the Club shall be:-
- a) To Promote and encourage all forms of sport and in particular the game of Australian Rules Football.
- b) To promote give support and organise educational or recreational functions and entertainment for members.
- c) To promote and organise social or recreational functions for the purposes of raising money for the purpose of the Club.
- d) To own, purchase, take or lease or otherwise acquire land and building or other property for the purposes of the Club and for the benefit of members.
- e) Generally to maintain and conduct a Club for the accommodation entertainment and comfort of members and their guests and to provide club rooms and other conveniences and generally to afford members and their guests all the usual privileges advantages conveniences and accommodation of a football club.
- f) To do all such things as are incidental to any of those objects and such as are necessary or desirable to encourage the attainment thereof.
POWERS: 3. In pursuance of its objects and without in any way limiting the same, the Club may:-
- Purchase take or lease or in exchange hire or otherwise acquire and maintain any real or personal property and any rights or privileges in relation thereto.
- Erect improve repair pull down and rebuild buildings and other structures.
- Sell exchange lease mortgage hire dispose of turn to account or otherwise deal with all or any part of the real and personal property.
- Borrow raise or secure the payment of money in such manner as the club thinks fit with power to issue debentures charging all or any of the property real or personal (both present and future) of the club and to redeem or pay off any existing or future security.
- Invest and deal with the moneys of the club not immediately required for the purposes of the club in such manner as may from time to time be determined.
- Give or lend any of the property of the club.
- To amalgamate affiliate and enter into reciprocal arrangements with any other club having objects wholly or in part similar to the club.
- To make by-laws, rules or regulations and other provisions for the due management of the club and for regulations the duties, control and conduct of persons in the employ of the club.
- Apply for obtain and renew from time to time registration or licences under any act requiring registration or licensing.
- To do all such other things as are incidental or conductive to the attainment of its objects.
APPLICATION INCOME AND PROPERTY
4. The income and property of the club shall be applied solely to the promotion of its objects and no part thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of pecuniary profit of the members provided that remuneration may be paid in good faith to officers and servants of the club or other persons in return for services actually rendered to the club, provided that any such remuneration as shall be paid in good faith to officers and servants of the club or other persons in return for services actually rendered to the club, provided that any such remuneration as shall be paid to officers and servants of the club in return for such services shall not be paid by way of commission or allowance from or upon the receipts of the club for any alcoholic liquor supplied.
MEMBERSHIP 5. a) Membership shall be either ordinary, associate, or life.
ORDINARY MEMBERSHIP b) Any person who is in sympathy with the objects of the club shall be qualified to be elected as a member.
ASSOCIATE MEMBERSHIP c) (i) Any person who is in the opinion of the Board of Directors deserving of being elected as an associate member and who is proposed by a member of the Board and elected as an associate member at a general meeting for such period and the meeting my decide;
d) Associate members shall enjoy all the privileges of full members save and
except as follows:-
- They shall not be eligible to be elected as members of the Board of Directors.
- They shall not be entitled to vote on any issue.
- They shall not be entitled to receive any notice required to be given to members.
- e) Associate Members shall be required to pay $25.00 or 40% of ordinary membership or whichever is greater.
- f) The Board may elect any member of the Club as a life member of the Club. A life member shall be entitled to all the privileges and shall be subject to all duties of a member of the Club during his life save and except that a life member shall not be required to pay any annual or other subscription.
ELECTION OF NEW MEMBERS g) All members shall be elected by the general body of members or by the Board of Directors and a record shall be kept by the Secretary of the Club of the number of members voting.
If three members of the Board vote against the election of any Candidate for election, then the Candidate’s application for membership shall be refused unless at a General Meeting two-thirds of the members then present vote to accept the Candidate’s application for membership.
- No person shall be allowed to become an associate or temporary member of the Club, or be relieved of the payment of the regular subscription, except as provided for in this Constitution.
- No liquor shall be sold or supplied to any person under 18 years of age in or from the premises of the Club.
- No person under 18 years of age shall be permitted to sell alcoholic beverages in the premises of the Club and the Board must ensure all relevant legislation is complied with in this regard.
SUBSCRIPTION 9. a) The Annual Membership subscription will be for the period of a calendar year and be due and payable by 30th March of that year and be such a sum as from time to time determined by the Board.
b) Any person becoming a member during the currency of any financial year shall pay such proportionate subscription as the Board of Directors may determine.
c) A member shall not be deemed to be un-financial unless and until payment of his subscription is 30 days in arrears.
d) A player must be a financial member to be considered eligible to play in any official match of the club.
GENERAL MEETINGS: 10.a) (i) The Annual General Meeting of the Club shall be held on or before the 7th day of December in each year.
(ii) The time and place of the Annual General Meeting shall be fixed by the Board of Directors.
(iii) The business of the Annual General meeting shall be:-
- To receive and adopt the Annual Report and financial Statement.
- To receive any report of the Board of Directors.
- To elect officers and Directors.
- To deal with any other business in conformity with this Constitution.
SOCIAL GENERAL MEETINGS: c) Notice of every General Meeting shall be given to members at least seven clear days in advance in such manner as the Board of Directors from time to time determine.
MANAGEMENT OFFICERS: 11. a) Subject to this constitution the management and control of the Club shall be vested in a Board of Directors comprising.
- Minimum of Six Directors, maximum of Twelve Directors as nominated by the Board each year.
- b) The President and each Director shall hold office for two years from the date of his election provided that the President and three Directors then in office shall retire one year after the first election held in accordance with this paragraph, those directors to retire first to be determined by lot. The President and each Director shall upon his retirement be eligible to be re-elected.
- c) The Treasurer, secretary, and Club Manager (who may be the Secretary) shall be appointed by the Board of Directors from time to time.
- d) The President and Directors (except as is herein otherwise provided) shall be elected by secret ballot at an Annual General Meeting. Nomination for office shall be proposed and seconded by members in writing and submitted to the Secretary at least seven (7) days before the Annual General Meeting at which the election is to be held.
- e) The Board of Directors shall elect from its members a Chairman of the Board of Directors and a Deputy Chairman of the Board of Directors. (either of whom may be the President). The Chairman and Deputy Chairman shall hold office during the pleasure of the Board of Directors.
BOARD OF DIRECTORS: 13. a) The Board of Directors may fill any vacancy occurring in the officers or Board for the balance of the period for which the previous occupant was elected.
- b) The continuing members of the Board of Directors may continue to act notwithstanding any vacancy on the Board.
- c) (i) The Board of Directors may delegate such of its powers and functions as it sees fit to a committee or committees consisting of such persons as it appoints whether members of the Board or not and may revoke the delegation at will.
(ii) Subject to the control and direction of the Board, a committee may regulate the conduct of its own business.
- d) The Board of Directors shall meet:-
(i) At least once a quarter;
(ii) When called together by the President: or
- Upon the requisition in writing of at least three (3) members of the Board setting out the purpose of the meeting in which case it shall be the duty of the Secretary or in his absence or neglect the duty of the President to call the meeting.
- e) Minutes of the resolutions and proceedings of the Board of Directors shall be entered in a book to be kept for that purpose and shall be certified as correct by the Chairman for the time being.
- f) At every meeting of Board of Directors:-
(i) Four members present shall constitute a quorum;
(ii) All questions shall be determined by a majority of directors present and voting; and
- The President, or in his absence, the Chairman for the time being shall have a deliberative and casting vote.
- g) If any member of the Board fails to attend three consecutive meetings of the Board without leave his office may be declared vacant and the Board may proceed to fill the vacancy in accordance with the Constitution.
THE SECRETARY: 14. The Secretary shall:-Duly call all meetings;
- Keep minutes of all meetings;
- Carry out the directions of the Board of Directors;
- Conduct the correspondence of the Club; and
- Perform all such duties as are generally performed by a Club Secretary.
TREASURER: 15. a) The Treasurer shall:-
- Receive and give receipts for all money due to the Club;
- Bank all money received in the Club’s account with a bank to be nominated by the Board of Directors from time to time;
- Pay accounts owing by the Club as and when directed by the Board;
- Keep correct accounts and books showing the financial affairs of the Club;
- Prepare regular financial statements as directed by the Board of directors or if not so directed prepare quarterly financial statements and submit the same to the Board of Directors;
- Prepare and present to the Annual General Meeting an audited annual Statement of Account and Balance Sheet.
- b) All withdrawals from and cheques drawn upon the club’s banking account shall be signed by the President, Treasurer and Secretary or any two of them or by such other members of the Board of Directors as the Board may from time to time decide.
AUDITOR: c) The Board of Directors shall from time to time appoint an Auditor who shall be qualified accountant and who shall be a qualified accountant and who is not a member of the Board, to audit the books of the club before each annual General Meeting.
WINDING UP: 16. a) The Club may be dissolved or wound up by a special resolution passed at any General or Special Meeting called for such purpose provided that at least 21 days written notice specifying the intentions to propose the resolution as a resolution has been given to members of the club.
- b) It is passed at a meeting called for such purpose by a majority of not less than three quarters of such members of the club as being entitled to vote.
- c) Upon the winding up or dissolution of the club the Board of Directors shall proceed to realise the property of the Club, and after the discharge of all liabilities shall pay any surplus funds to such charities as the members present at the meeting may decide.
INDEMNITY: 17. The Club shall indemnify any person holding any office or official position of the Club acting in good faith and within the scope of his duties or what he believes to be so against any claim liability or loss or damage which he may suffer or undergo in consequence of any act omission error or oversight on his part.
EXPULSION: 18. The board of Directors may, without assigning any cause by resolution suspend upon such terms and for such period as it may think fit or may expel any member. Provided that any member suspended or expelled by the Board within 21 days of receiving notice of the suspension or expulsion may, by a notice in writing signed by not less than 20 members of the Club, requisition a General Meeting of the club to consider such suspension or expulsion. The General Meeting may affirm or vary such suspension or expulsion or may substitute a suspension or expulsion for such period and subject to such terms as it may think fit for the suspension or expulsion imposed by the Board. Provided also that if there shall not be a quorum at a General Meeting requisitioned by a member suspended or expelled by the Board then the suspension or expulsion of the member shall be deemed to have been affirmed by a General Meeting and the member shall not be entitled to requisition a further General Meeting.
CONSTITUTION: 19. This Constitution may be added to, amended or repealed in whole or in part at an annual or Special General meeting by a majority of the members present and voting provided that at least 14 clear days notice in writing shall have been given to members of the proposal.
QUORUM: 20. The quorum for an annual or Special General Meeting shall be 50.
Constitution amended at Annual General Meeting 5th December 2011
Section 11 clause (a) (ii) changed from Six Directors at AGM 29/11/2016