As at 6 November 2017 (for information only - Check with the Club's Secretary if you need to see a certified copy)
The name of the club shall be the WESTERN AND HILLS ORIENTEERS INCORPORATED, (hereinafter called "the Club").
2. OBJECTS AND POWERS.
The objects for which the Club is established and the powers of the Club are:
(a) To affiliate with Orienteering New South Wales Incorporated (hereinafter called "ONSW") and to abide by the Rules and Regulations of that body.
(b) To foster, promote and organise the sport of orienteering throughout the geographic area of the Club or any area deemed applicable by the Club and approved by ONSW.
(c) To raise money by subscription or otherwise from the members thereof; by sponsorship or grants from organisations as approved by the Club and by conducting orienteering activities.
(d) To hear and determine upon and settle all questions or disputes on any matters relating to orienteering within the Club.
(e) To hear and determine upon any allegation, complaint or charge which may be made or laid against any member thereof involving a breach of the Constitution.
(f) To inflict penalties by way of suspension, expulsion or otherwise for any breach of the constitution. A decision of the Club in respect thereof shall be final, conclusive and binding.
(g) To invest and utilise the money and property of the Club in such a manner as may from time to time be considered appropriate.
(h) To print and publish any newsletters, periodicals, books or leaflets in hard copy or electronic form that the Club may think desirable for the promotion of its objectives.
(i) To operate as a not for profit organisation. The Club’s affairs are not to be conducted so as to provide pecuniary gain for any of its members.
(j) To enter into any arrangements with governments, municipalities, government departments, statutory authorities, corporations, organisations or individuals that may appear conducive to the club's objects and interests, to obtain any rights or privileges which the club may think desirable to obtain and carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
(k) To appoint delegates to represent the club at any meetings or discussions on orienteering.
(l) To collaborate with other clubs or oganisations in the interests of members of the club.
(a) Membership of the Club shall comprise fully paid-up financial members of ONSW who have nominated the Club in their membership application or renewal.
(d) CESSATION OF MEMBERSHIP - A person ceases to be a member of the Club if the person:
2. resigns that membership;
3. is expelled from the Club; or
4. is no longer a member of ONSW.
When a person ceases to hold membership, the Club must ensure an appropriate entry is made in the register of members to record the date membership ceased.
(e) RESIGNATION OF MEMBERSHIP - A member of the Club may resign at any time by giving notice in writing to the Secretary. Any such resignation will take effect immediately it is received by the Secretary.
(f) MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE - A right, privilege or obligation which a person has by reason of being a member of the Club:
(g) REGISTER OF MEMBERS - The Club shall establish and maintain a register of members of the Club. The following information for each member should be recorded:
(h) MEMBERSHIP LIABILITIES - The liability of a member of the Club to contribute towards the payment of debts and liabilities of the Club or the costs, charges and expenses of the winding up of the Club is limited to the amount, if any, unpaid by the member in respect of membership in Rule 3(a).
(i) RESOLUTION OF DISPUTES
1. A dispute between a member and another member (in their capacity as members) or a dispute between a member or members and the Club shall firstly be referred to the Committee. If the Committee is unable to resolve the dispute it is to be referred to a community justice centre for mediation under the Community Justice Centres Act 1983. 2. If a dispute is not resolved by mediation within 3 months of the referral to a community justice centre, the dispute is to be referred to arbitration.
The meetings of the Club shall be:
(a) ANNUAL GENERAL MEETING.
The Annual General Meeting of the Club shall be held no later than six (6) months after the end of the Club's financial year or within any later time that may be allowed or prescribed under Section 37 (2) (b) of the Act.
Notice, in writing, of the date, venue and time of the Annual General Meeting shall be despatched to all members at least fourteen (14) days prior to such meeting. If the business of the meeting includes a special resolution the period of notice shall be twenty-one (21) days.
Business to be transacted at the Annual General Meeting shall be:
1. Minutes of the previous Annual General Meeting and any Special General Meeting held since that meeting.
2. Annual Report.
3. Financial Statement.
4. Election of Office Bearers and Committee
5. Other Elections.
6. Appointment of Public Officer
7. Motions on Notice.
8. General Business.
(b) GENERAL MEETINGS
General Meetings of the Club shall be held on a regular basis throughout the year, on such a day and at such a place as the Club shall decide. General Meetings will be held a minimum of four (4) times in each 12 month period. General Meetings are open to all members of the club.
Business to be transacted at a General Meeting shall be:
1. Minutes of the previous General Meeting.
4. General Business.
(c) SPECIAL GENERAL MEETINGS
A Special General Meeting may be convened, through the Secretary by the Committee at any time or requested by at least 5% of the current financial memberships.
A requisition of members for a Special General Meeting
Members shall be given at least twenty-one (21) days notice in hard copy or electronic form of the date, venue and time of a Special General Meeting together with a statement of the business proposed to be transacted thereat including details of any special resolutions.
If the Executive fails to convene a Special General Meeting within one month after the date on which the members lodged their request with the Secretary, any one or more of the members who made the request may convene a Special General Meeting to be held within 3 months after that date.
A Special General Meeting convened by a member or members as referred to in the
clause above, shall be convened as nearly as is practicable to the manner in which General Meetings are convened by the Committee.
No business other than that specified in the notice convening a Special General Meeting may be transacted at the meeting.
A member desiring to bring any business before a Special General Meeting may give notice in writing of that business to the Secretary who shall include that business in the next notice calling a Special General Meeting after receipt of the notice from the member.
5. ADJOURNMENT OF GENERAL MEETINGS
(a) The Chairperson of a General Meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
(b) Where a General Meeting is adjourned for 14 days or more, the Secretary shall give written or verbal notice of the adjourned meeting to each member of the Club stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
(c) Except as provided in Clause (a) and (b) , notice of an adjournment of a General Meeting or of the business to be transacted at an adjourned meeting is not required to be given.
6. VOTING AT MEETINGS
(a) Members shall vote in person or by proxy.
(b) Each member shall be entitled to appoint another member as proxy by notice given to the Secretary in writing before the commencement of the meeting in respect of which the proxy is appointed.
(c) The notice appointing the proxy shall be in the form set out in Appendix A to this Constitution.
(d) All motions shall be decided by the voices or by a show of hands unless a secret ballot shall be requested by a member before the question is put to the vote.
(e) On all questions the chairperson of the meeting shall have a deliberate vote and, in the event of an equality of votes, a casting vote.
(f) A member shall vote by voting right which consists of one (1) per senior or junior membership and two (2) per family membership.
(g) Any member may participate at a General Meeting from another venue through the use of technology. Any member attending the meeting in this way is entitled to vote as if the member were present in person.
(h) A member or proxy is not entitled to vote at any General Meeting of the Club unless all money due and payable by the member or proxy to the Club has been paid.
(i) At a General Meeting, a poll may be demanded by the Chairperson or by not less than 3 members present.
(j) At a General Meeting, a poll is to be taken immediately if the poll is related to electing the chairperson of the meeting or an adjournment.
7. ELECTION OF THE EXECUTIVE
(a) The Executive shall be elected at the Annual General Meeting each year and shall hold office until their successors are elected or until they are removed from office in accordance with this Constitution or they resign.
(b) A Public Officer must be appointed. Any vacancy in the Public Officer position must be filled within 28 days and Fair Trading notified.
(c) A nomination for office shall not be accepted unless it is seconded and the nominee is present at the meeting or their written authority is in the hands of the Secretary at the close of nominations.
(d) A Returning Officer shall be appointed to conduct any elections of the Committee
(e) In the conduct of any election for the positions of the Executive, the Returning Officer will act in accordance with the following procedures:-
(i) A candidate who receives the number of first preference votes greater than half the total numbers of formal ballot papers shall thereupon be elected.
(ii) Where no candidate has received an absolute majority of first-preference votes, the Returning Officer shall proceed with scrutiny as follows:
- The Candidate who receives the fewest first preference votes shall be excluded, and each ballot paper counted to them shall be counted to the candidate next in order of the voter's preference.
- Then if no candidate has an absolute majority of votes, the process shall be repeated by excluding the next candidate who has the least fewest votes as above until one candidate has received an absolute majority of votes and is elected.
Elections for all other positions shall be by a single ballot with the candidate or candidates receiving the highest total of votes being declared elected.
8. THE EXECUTIVE.
(a) The Executive of the Club shall comprise the following officers: President, Vice President, Secretary and Treasurer.
(b) The Executive shall attend to any urgent business of the Club that may arise between meetings. A full report shall be submitted to the next General Meeting.
9. POWERS ETC OF THE COMMITTEE
The Committee shall be called the Management Committee of the Club and subject to the Act, the Regulation, this constitution and to any resolution passed by the Club in a general meeting, the Committee:
10. COMPOSITION AND MEMBERSHIP OF THE COMMITTEE
(ii) date of birth
(iii) residential address
(iv) email address
(v) the date of becoming a committee member and of ceasing to be on the committee
(vi) position held and date of appointment and ceasing to hold that position.
(e) A register must be maintained of any disclosure of interest of any committee member. This will include any direct or indirect interests which appear to raise a conflict between that member and the proper performance of club duties.
(f) There shall be no limit placed on the numbers of consecutive terms served by any office bearers or Committee of the Club.
11. ELECTION OF MEMBERS OF THE COMMITTEE
12. CASUAL VACANCIES ON THE COMMITTEE
(a) In the event of a casual vacancy occurring in the membership of the Committee, the Committee may appoint a member of the Club to fill the vacancy and the member so appointed shall hold office according to this constitution until the conclusion of the Annual General Meeting following the date of the appointment.
(b) For the purpose of this constitution, a casual vacancy in the Committee occurs if a Committee member:
13. REMOVAL OF A COMMITTEE MEMBER
14. COMMITTEE MEETINGS AND QUORUM
15. APPOINTMENT OF CLUB MEMBERS AS COMMITTEE MEMBERS TO CONSTITUTE QUORUM
(a) If at any time the number of committee members is less than the number required to constitute a quorum for a committee meeting, the existing committee members may appoint a sufficient number of members of the club as committee members to enable a quorum to be constituted.
(b) A member of the committee so appointed is to hold office, subject to this constitution until the annual general meeting next following the date of the appointment.
(c) This clause does not apply to the filling of a casual vacancy to which clause 12 applies.
16. COMMITTEES AND SUB-COMMITTEES
(a) The Club may appoint Committees and Sub-Committees or co-opt members of the Club for specific purposes.
(b) The President, Secretary and Treasurer shall be ex-officio members of all Committees.
(c) Committees and members co-opted for specific purposes shall report to the Club as directed.
17. DELEGATION BY COMMITTEE TO A SUB-COMMITTEE
18. VOTING AND DECISIONS AT COMMITTEE MEETINGS
Quorums for meetings of the Club shall be:
1. Annual General Meeting - 20% of memberships or 10 members whichever is lower
2. General Meeting - 5 members
3. Special General Meeting - 20% of memberships or 10 members whichever is lower
4. Executive Meetings - 3 Executives.
5. Committee Meetings - 3 Committee members
20. ALTERATION TO THE CONSTITUTION.
(a) This Constitution may be altered only by a resolution of the Club at the Annual General Meeting or at a meeting specially convened for that purpose.
(b) Notice of any motion to amend, add to, or repeal any provision of this Constitution shall be given in writing to the Secretary of the Club signed by its proposer and seconder and shall specify the particular clause of the Constitution which it is proposed to change and the precise nature of the proposed alteration.
(c) Any such motion shall not be put to a meeting of the Club unless a copy of the Notice of Motion bearing the names of the proposer and seconder has been despatched to all members at least fourteen (14) days prior to such meeting.
(a) Upon any complaint being made of conduct contrary to the policy or prejudicial to the interests or welfare or image of the Club, the Committee shall have the power to deal with such complaint and in the exercise of the power hereby conferred may disqualify, suspend or otherwise deal with any members it finds, after due inquiry, to have been guilty of such conduct.
(b) If the Committee decides to deal with the complaint and passes a resolution under Clause (a), the Secretary shall, as soon as practicable, in writing, serve a notice on the member, stating:
(c) The Committee shall:
(d). Where the Committee upholds a resolution under Clause (3), the Secretary shall, within 7 days after that confirmation,
(e). A resolution upheld by the Committee under Clause (4) does not take effect:
21B. RIGHT OF APPEAL OF DISCIPLINED MEMBER
(a) A member may appeal to the Club in a General Meeting against a resolution of
the Committee under Rule 21A. The member has 7 days from when the resolution was served on the member to notify the Secretary to that effect.
(b) The notice may, but not need, be accompanied by a statement of the grounds on which the member intends to rely for the appeal.
(c) Upon receipt of a notice from a member under clause (a), the Secretary shall notify the Committee to convene a General Meeting of the Club within 28 days after the date on which the Secretary received the notice.
(d) At a General Meeting of the Club convened under clause (3),
(i) no business other than the question of the appeal shall be transacted;
(ii) the Committee and the member shall be given the opportunity to state their respective cases verbally or in writing, or both; and
(iii) the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
(e) The appeal is to be determined by a simple majority of votes cast by members of the Club.
22. REPRESENTATIVES TO ONSW
(a) The Club shall appoint representatives to ONSW as prescribed by the Association Rules and Regulations.
(b) The Representatives shall attend General Meetings of the Association and report to the next Club General Meeting all matters appertaining to the Club discussed at the Association meeting.
(a) The financial year of the Club shall begin on 1st October and end on the following 30th September of each year.
(b) The funds of the Club shall be banked in the name of the Club at a recognised financial institution.
(c) All payments from Club funds shall be authorised by any two members of the Committee being authorised to do so by the Committee.
(d) The funds of the Club shall be derived from competition fees and annual subscriptions of members where applicable, donations and, subject to any resolution passed by the Club in a General Meeting, such other sources as the Committee determines.
(e) Subject to any resolution passed by the Club at a General Meeting, the funds of the Club shall be used in pursuance of the objectives of the Club in such manner as the Committee determines.
24. MEMBERSHIP FEES.
The annual membership fees for a particular year shall be determined by ONSW. Any additional fees will be decided at a General Meeting of the Club prior to 30th September of the previous year.
At all meetings the President (or Vice-President in their absence) shall be the chairperson. The President is the spokesperson for the Club.
The Secretary of the Club must, as soon as practicable after being appointed as secretary, lodge notice with the Club of his or her address.
The Secretary shall attend to the business of the Club. They shall receive and reply to all correspondence and shall carry out duties as required by the Club. They shall maintain a register of current members and be responsible for all papers and books which are the property of the Club.
The Secretary shall keep minutes (in written or electronic form) of:
Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting. The signature of the chairperson may be transmitted by electronic means for this purpose.
The Secretary shall prepare, circulate and present the Club Annual Report and the Financial Statements provided by the Treasurer.
It is the duty of the Treasurer of the Club to ensure:
The Vice-President shall stand-in for the President if the President is unavailable.
The Public Officer can be a member of the Executive, Committee or an ordinary member. They must be over 18 years of age and reside in New South Wales. The Public Officer is responsible for:
26. AUTHORISED SIGNATORIES
27. INSPECTION OF BOOKS
The records, books and other documents of the Club shall be open to inspection, free of charge, by any member of the Club at any reasonable hour.
28. SERVICE OF NOTICES
(a) A notice may be served by or on behalf of the Club upon any member by:
(i) delivering it personally, or
(ii) sending it by post to the member’s address in the register of members, or
(iii) sending it by electronic transmission to an address specified by the person.
(b) For the purpose of this Constitution, the notice is assumed as appropriately delivered unless contrary notification has been given.
(a) The Club shall cease to exist if:
(i) a period of not less than two (2) years elapses without an Annual General Meeting or a Special General Meeting being held; or
(ii) a motion to dissolve the Club is supported by a majority of at least two-thirds of the votes cast at an Annual General Meeting or a Special General Meeting convened for that purpose provided that such a motion is proposed and seconded in writing by members to the Secretary at least eight weeks (8) prior to such meeting.
(b) If the Club ceases to exist, the assets of the Club shall be transferred to ONSW.
In this constitution, the use of words implying or inferring gender includes both the masculine and feminine gender.
Date of Issue: 6 November 2017
FORM OF APPOINTMENT OF PROXY
...................................................................................................................................... being a
financial member of Orienteering New South Wales and a member of the WESTERN AND HILLS ORIENTEERS INC hereby appoint
...................................................................................................................................... being a
member of that Club, as my proxy to vote for me on my behalf at the meeting of the Club to be
held on the ....................day of ............................... 20.......
(signature of member appointing proxy)