Middle Park FC Constitution

8/3/2019 Middle Park FC Constitution

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Club Constitution

Midd le Pa rk Footb a ll Club INCORPORATED

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Constitution

1 Objec ts of Club 11.1 Objects 11.2 Alterat ion o f ob jec ts and Constitution 12 Incom e and paym ents 12.1 App lication of inco me 12.2 No divide nds, bonus or profit to be p aid to Mem be rs 12.3 Paym ents in good faith 23 Membership 23.1 Ongoing Mem be rship 23.2 Members 23.3 Dura tion of membership 23.4 Mem be rs ad mitted to me mb ership 33.5 Ad mission of Me mb ers 33.6 Ceasing to b e a Member 33.7 No c laim a ga inst the C lub 43.8 Limited liab ility 43.9 Members subscriptions 43.10 Reg ister of Memb ers 44 General meetings 44.1 Annual gene ral mee ting 44.2 Powe r to c onvene g eneral mee ting 44.3 Notice o f ge neral mee ting 44.4 Direc tors entitled to a ttend g eneral meetings 44.5 Non-rec eipt of notice 55 Proceedings at general meetings 55.1 Numbe r for a quorum 55.2 Requirement for a quorum 55.3 Quorum a nd time 55.4 Adjourned meeting 55.5 President to preside over general meetings 55.6 Cond uct o f general meetings 65.7 Ad journment o f general meeting 65.8 Notice o f ad journed meet ing 65.9 Questions de c ide d by ma jority 65.10 Equa lity o f votes casting vote for cha irma n 65.11 Dec laration o f results 75.12 Poll 75.13 Objection to voting qualification 75.14 Cha irma n to d ete rmine any p oll dispute 76 Votes of Mem bers 76.1 Votes on show of ha nds 76.2 Votes on a po ll 86.3 Proxy vo ting 87 FFA and FFV 87.1 Constitution 87.2 Enforcem ent o f rules 9


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7.3 Disputes 98 Patrons and Life Mem bers 108.1 App ointment and remo val of Patrons 108.2 Rights of Pa trons 108.3 Eligibility for Life Membership 108.4

Nomination requireme nts 10

8.5 Ad mission to Life Me mb ership 108.6 Rights of Life M em bers 119 Directors 119.1 Numbe r of Direc tors 119.2 Elections 119.3 Term o f office 129.4 Casual vaca ncy 129.5 Remunerat ion of Direc to rs 129.6 Vacation of office 129.7 Directors to be bound by Club, FFV and FFA Rules 1210 Powers and duties of Direc tors 1310.1 Direc tors to m ana ge Club 1310.2 Minutes 1310.3 Signing Cheques and o ther neg ot iab le instruments 1311 Proceedings of Directors 1311.1 Direc to rs meet ings 1311.2 Questions de c ide d by ma jority 1311.3 Cha irma ns casting vote 1311.4 Quorum 1411.5 Effect of vacanc y 1411.6 Direc tor attend ing and vot ing by proxy 1411.7 Convening meet ings 1411.8 President to p reside a t Direc to rs me et ing 1411.9 Committees 1411.10 Powe rs delega ted to Comm ittees 1411.11 Committee meetings 1411.12 Circulating resolutions 1511.13 Valid ity of ac ts of Direc to rs 1512 Public Officer 1512.1 Appointment of Public Officer 1512.2 Suspension and remova l of Pub lic Office r 1512.3 Pow ers, dut ies and autho rities of Public Office r 1513 By-laws 1513.1 Ma king and a mending By-law s 1513.2 Effect of By-law 1614 Seals 1614.1 Safe custod y of c ommon sea ls 1614.2 Use o f c ommon sea l 16


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15 Funds 1615.1 Source of Fund s 1615.2 Funds ma nag ement 1616 Inspec tion of reco rds 1616.1 Inspe c tion by Membe rs 1616.2 Right o f a Mem be r to inspe c t 1716.3 Custod y of doc uments 1717 Service of doc uments 1717.1 Document includes notice 1717.2 Methods of service 1717.3 Method s of service o n the Club 1717.4 Post 1717.5 Fax or e lec tronic transmission 1818 Indemnity 1818.1 Inde mnity of o fficers 1818.2 Insurance 1819 Winding up 1819.1 Contributions of Members on winding up 1819.2 Excess p rop erty on w inding up 1920 Accounts 1921 Disc iplining o f mem be rs 1921.1 Introduction 1921.2 Judicia ry Panel 1921.3 Proceedings 2021.4 Penalties 2221.5 Effec t of Pena lty 2222 Liquor Licence 2322.1 Rec eipts for the supply of liquor 2322.2 Mana gem ent of the Club 2322.3 Visitors 2322.4 Reg iste r of g uests 2323 Definitions and interpreta tion 2323.1 Definitions 2323.2 Interpretation 2523.3 Corpo rat ions Ac t 2623.4 Headings 2623.5 Include etc 2623.6 Powers 26APPENDIX 1 27APPENDIX 2 FORM OF APPOINTMENT OF PROXY - (For use a t a d irec tors' m eeting only ) 28


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1 Objec ts of Club

1.1 Objects

The ob jec ts for which the Club is estab lished a re to :

(a ) be the member Club o f FFA and to c omp ly with the constitution a ndby-laws of FFA a nd FFV;

(b ) prevent infringem ent of the constitution and by-laws of FFA a nd FFVand protec t Foo tball from a buse;

(c ) foster friend ly relat ions amo ng the offic ials and p layers of Foo tba ll byenc ouraging Foo tba ll ga mes;

(d ) prevent rac ial, relig ious, gender or politica l disc rimina tion o r distinct ionamong Football players;

(e) promote, p rovide for, regulate and ensure effective ma nageme nt ofFoo tball competitions, tournam ents and ga mes unde r the c ontrol of o rautho rised by the C lub;

(f) co-op erate w ith FFA, FFV and other bod ies in the p rom ot ion a nddeve lop me nt o f, or otherwise in relat ion to, Foo tba ll, the Sta tutes andRegula tions and the Law s of the Ga me ;

(g ) fac ilita te the provision and ma intena nce o f g round s, playing fields,ma terials, equipme nt and other fac ilities for Foo tba ll; and

(h) ac t in the best interests of the Club a nd Foo tb a ll.

1.2 Alteration of ob jec ts and Constitution

Sub jec t to rule 7.1, an a dd ition, amendment or alteration of the ob jec ts inrule 1.1 or of any other rule c onta ined in this Constitution must be a pprove dby Spec ial Resolution.

2 Income and p ayments2.1 App lica tion of incom e

All the Club s p rofits (if any), othe r income and p rop erty, howe ver de rived ,must be a pp lied only to p romote its ob jec ts.

2.2 No dividend s, bonus or profit to b e p aid to Mem be rs

None o f the Club s p rofits or other income or prope rty may be transferred tothe M embers, direc tly or ind irec tly, by any mea ns.


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2.3 Payme nts in good faith

Sub jec t to rule 9.5, rule 2.2 do es not prevent the p ayment in good fa ith to anofficer or Mem ber, to a firm o f which a n officer or Mem be r is a pa rtner or to aClub o f which a n office r or Mem ber is a d irec tor or shareholder:

(a ) of remuneration fo r services to the Club;

(b ) for go od s supp lied to the Club in the ordinary c ourse of business;

(c ) of interest on money bo rrow ed from them b y the Club a t a ra te notexceed ing the ra te fixed for the p urposes of this rule 2.3 by the Club ingeneral meeting; or

(d ) of reasona b le rent for premises let by them to the C lub.

3 Membership

3.1 Ongo ing Mem be rship

Those p ersons who we re mem bers of the C lub imme diate ly prior to theapprova l of this Constitution sha ll c ont inue to b e Mem bers of the Club inac cordanc e with rule 3.2.

3.2 Members

The Members of the Club sha ll c onsist o f:

(a ) Life Me mbers, who sub jec t to this Co nstitution, sha ll have the rights setout in rule 8.6;

(b ) Ordinary Mem bers ove r 18 yea rs of a ge who, sub jec t to thisConstitution, shall have the right to b e p resent, deba te a nd vote a tGeneral Meetings;

(c ) Soc ial Mem bers ove r 18 yea rs of a ge b eing p ersons other thanOrdinary Memb ers who a re interested in p romoting the Club b ut whodo not p artic ipa te in the p laying ac tivities (inc luding in the role o fplayer, coa c h or offic ia l) of the Club and w ho shall not b e entitled to

be present, debate and vote a t General Meetings; and

(d ) Junior Memb ers under the a ge o f 18 yea rs who, sub jec t to thisConstitution, a re no t entitled to hold a ny office, but shall have the rightto b e p resent, deb ate and vote a t Gene ral Meetings through theJunior Members pa rent o r other lega l guardian.

3.3 Duration of mem be rship

A pe rson ad mitted to memb ership under rule 3.2 will cea se to be a Memb erac cording to this Constitution a nd the By-laws.


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3.4 Mem bers ad mitted to memb ership

The Club must p roc ure tha t ea ch Mem be r ad mitted to m emb ership ag reesto b e b ound by a nd ob serve:

(a ) This Constitution;

(b) The Laws of the Ga me ;

(c ) The Sta tutes and Reg ulat ions and those of the By-Laws expressed toapp ly to o r in relation to Mem bers;

(d) The Sta tutes and Reg ulat ions and the c onstitutions and by-law s of FFAand FFV as enfo rced from time to time ;

(e) The FFV Co des of Behaviour and Rules of Co mpet ition, as amendedfrom time to time; and

(f) The FFA Code of Conduc t, as amended from time to time .

3.5 Admission of Members

An ap plic at ion for memb ership b y an individual ( app licant ) must be :

(a ) in writing a nd subm itted by the a pp licant or its nominatedrep resenta tive and lodge d w ith the Club; and

(b ) ac comp anied by the appropriate fee, if any.

Before a dmission as a Mem ber, an ap p licant must sign an a pp lica tionagree ing to b e b ound by this Co nstitution, the By-laws and the Sta tutes andRegulations.

The Direc tors a re no t ob lige d to a dmit any applic ant to membership. Wherean applic a tion is rejec ted the Direc tors do no t need to p rovide any rea sons.

3.6 Ceasing to be a Memb er

Sub jec t to clause 3.3, a person c ea ses to b e a Mem ber on:

(a ) resignation;

(b ) death;

(c ) be com ing b ankrupt o r insolvent or ma king a n arrangement orcom position w ith cred itors of the p erson s joint o r sep arate esta tegenerally;

(d ) be c oming of unsound mind or a person whose pe rson or esta te isliab le to be dealt with in any way unde r a law relating to menta lhealth;

(e) the te rmina tion of the ir me mb ership ac cording to this Constitution; or

(f) the exp iry of the term of the ir memb ership ac cording to rule3.3.


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3.7 No c laim a ga inst the Club

No Memb er whose m embe rship cea ses has any c laim a ga inst the Club o rthe Direc tors for da ma ges or othe rwise.

3.8 Limited liab ility

Mem bers have no liability to contribute tow ards the payment o f the debtsand liab ilities of the C lub, or the c osts, cha rges and expenses of the wind ingup of the Club.

3.9 Memb ers subscriptions

Memb ership fee s, subsc rip tions or othe r amo unts payab le b y Memb ers to theClub shall be dete rmined by the Direc tors from time to time .

3.10 Register of Members

A reg ister of Mem bers must be kep t and c onta in:

(a ) the name and ad dress of eac h Memb er;

(b ) the da te on whic h eac h Memb er wa s ad mitted to the Club; and

(c ) if app licable, the d a te o f, and rea sons for termination of m embership.

In add ition to the d eta ils abo ve, the register must b e m aintained in the form,and c onta in suc h deta ils as ma y be req uired by FFV from time to time .

The Club must p rov ide FFV (and to FFA if req uested by FFA) w ith a c op y of itsreg ister by 1 Feb ruary and 1 August each yea r, ce rtified by the Sec retary tobe true a nd correc t a s at the p revious 31 Dec embe r and 30 Junerespectively.

4 General meetings

4.1 Annual general mee ting

Annual general meetings of the Club are to be held acc ording to the Ac t.

4.2 Power to convene g eneral mee ting

The Direc tors ma y convene a general mee ting when they think fit a nd mustdo so if req uired unde r the Ac t.

4.3 Notice of general meeting

Notic e o f a meeting of Membe rs must be g iven a t least 21 days before themeeting and in ac co rda nce w ith rule 17 and the Act.

4.4 Direc tors entitled to a ttend general meetings

A Direc tor is entitled to rece ive notice of and a ttend and spea k a t all ge nera lmeetings.


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4.5 Non-rec eipt of notice

The non-rec eipt of a notice c onvening, ca ncelling o r postponing a g eneralmeeting by, or the ac c identa l om ission to give a notice of tha t kind to, aperson entitled to rec eive it, doe s not inva lida te a ny resolution passed a t thegeneral meeting or at a po stponed mee ting or the ca nce llation orpo stponement of the meeting.

5 Proc eedings at general meetings

5.1 Number for a q uorum

Sub jec t to rule 5.4, 15 people a t your c lub w ho a re Me mb ers and e ligible tovote a re a quorum a t a g eneral meeting.

5.2 Req uirem ent for a q uorum

An item o f business ma y not be transac ted a t a g ene ra l me eting unless aquorum is p resent when the meeting p roc eed s to c onside r it.

If a q uorum is p resent a t the beg inning of a meet ing it is taken to b e p resentthroughout the meeting unless the c hairma n of the meeting (on the ir ownmo tion or a t the request of a Memb er who is p resent) dec lares otherwise.

5.3 Quorum a nd time

If within 30 minutes a fter the time ap po inted for a general mee ting a quorumis not p resent, the me eting:

(a ) if c onve ned by, or on req uisition o f, Memb ers is d issolved ; and

(b ) in any o ther ca se stands ad journed to the same da y in the next wee kand the sam e time a nd p lac e, or to such other day, time a nd p lac e a sthe Direc tors ap point by notice to those entitled to no tice o f themeeting.

5.4 Adjourned meeting

At a mee ting ad journed unde r rule 5.3(b), 10 people who a re Me mb ers and

who are present and e ligible to vote a re a q uorum.

If a q uorum is not present w ithin 30 minutes a fter the time appointed for thead journed me eting, the m eeting is d issolved .

5.5 President to preside o ver general me etings

The President is entitled to p reside a t gene ra l mee tings. If a genera l mee tingis c onvened and the re is no President, or the President is not p resent w ithin 15minutes afte r the time ap po inted for the holding o f the meeting o r is unab leor unwilling to a c t, the Direc tors sha ll appoint a Direc tor to p reside a s

c hairma n for that m eet ing only.


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5.6 Conduct of g eneral me etings

The c hairma n of a genera l meeting:

(a ) has charge of the general c onduc t of the mee ting and o f theproc edures to be ad opted ;

(b ) ma y req uire the ad op tion o f any p roc ed ure w hich is in their op inionnec essary or desirab le fo r p rop er and orde rly deba te or d iscussion orthe p rop er and orderly c asting or rec ording of vo tes; and

(c ) ma y, having reg ard where nec essary to the Ac t, termina te d isc ussionor deb a te o n any ma tter whenever they co nside r it nec essary orde sirable for the proper cond uc t of the meeting.

A d ec ision by the c ha irma n und er this rule is fina l.

5.7 Ad journment of general mee tingThe c hairma n of a g eneral meeting may a t any time during the m eet ingad journ the me eting or any b usiness, mot ion, question, resolution, deba te ord iscussion be ing c onside red or rema ining to be considered by the meeting.

The ad journment ma y be e ither to a later time a t the same meeting or to anad journed m eeting a t a ny time and any place.

The c hairma n ma y, but need not, seek any ap prova l for the a djournment.

Unless req uired by the c hairma n, a vo te may not b e ta ken or demande d in

respec t of any ad journment.

Only unfinished business is to be transac ted a t a me eting resume d after anadjournment.

5.8 Notice of adjourned me eting

It is not nec essary to g ive a ny not ice of a n a d journme nt o r of the business tobe transac ted a t any ad journed meeting unless a m eeting is adjourned forone m onth or more.

In tha t c ase, the same period of no tice as wa s orig inally given for themeeting must be given for the ad journed meeting.

5.9 Questions de c ided by ma jority

Sub jec t to the req uirem ents of the Ac t requiring a Spec ial Resolution, rule 1.2,a resolution is ca rried if a simp le ma jority of the votes c ast on the resolutionare in favour of it.

5.10 Equa lity of vo tes casting vo te for cha irma n

Exc ep t on a resolution to elec t a Direc tor, if there is an eq ua lity of votes,whe ther on a show of hands or on a p oll, the cha irma n of the m eet ing isentitled to a c asting vo te in add ition to a ny votes to w hich the c hairma n isotherwise entitled .


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5.11 Decla ration o f results

At any general mee ting a resolution put to the vo te of the m eet ing must bedec ided on a show of ha nds unless a po ll is p rop erly demand ed and thede ma nd is not w ithdraw n.

A dec laration by the c hairma n that a resolution has on a show of hands

been c arried or ca rried unanimously, or by a p a rticular ma jority, or lost, andan entry to that effec t in the minutes of the meetings of the Club, isc onc lusive evidenc e o f the fac t.

Neither the c ha irma n nor the m inutes need sta te a nd it is not nec essary toprove,the numbe r or propo rtion o f the vo tes rec orded for of or aga inst theresolution.

5.12 Poll

If a p oll is p rop erly dema nded , it must be ta ken in the ma nner and at the

da te a nd time d irec ted by the c hairma n and the result of the p oll is theresolution of the me eting at w hich the po ll wa s demand ed .

A poll de ma nded on the election of a c hairma n or on a question ofad journment must be ta ken immed ia tely.

A dema nd for a p oll ma y be withdraw n.

A d ema nd for a po ll does not p revent the mee ting c ontinuing for thetransac tion of a ny business other than the q uestion on w hich the poll hasbeen demanded.

5.13 Objec tion to voting qualifica tion

An ob jec tion to the right of a pe rson to a ttend o r vote a t the meeting orad journed m eeting:

(a ) ma y not be raised exc ep t at tha t mee ting; and

(b ) must b e referred to the c hairma n of the m eeting, who se d ec ision isfinal.

A vote no t d isa llow ed under the ob jec tion is va lid for all purposes.

5.14 Chairma n to de termine a ny po ll dispute

If there is a d ispute as to the admission o r rejec tion of a vote, the c ha irma n ofthe meeting m ust dec ide it and their dec ision mad e in good faith is final andconclusive.

6 Votes of Mem bers

6.1 Votes on show o f hands

On a show of hands ea ch Member entitled to vote under rule 3.2 andpresent a t a g eneral meeting has one vo te.


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6.2 Votes on a po ll

On a poll ea ch Mem be r over the a ge of 18 years of a ge present in personhas one vote and e ac h pe rson ove r the a ge of 18 years of a ge p resent a s ana ttorney or Rep resenta tive o f a Mem ber whether over the age of 18 years ofag e or not has one vote for that Memb er.

6.3 Proxy voting

Proxy voting is not p ermitted a t mee tings of the Club.

7 FFA and FFV

7.1 Constitution

The Club m ust:

(a) be a bo dy corpo rate or inco rpo rate d assoc iation to be rec ognised byFFA a nd / or FFV and must ha ve the follow ing charac teristics:

(i) it orga nises tea ms to pa rticipa te in c om petitions sanc tioned byFFV or FFA;

(ii) a ll me mb ers of its teams a re ent itled to me mb ership;

(iii) memb ers ma y vote in an elec tion for any offic eholde rs(whe ther d irec tly if ove r 18 yea rs of a ge or ind irec tly throug hthe Junior Members pa rent or other lega l guard ian if under 18

years of a ge );

(iv) ag rees to be bo und by the Sta tutes and Reg ulat ions, the Lawsof the Game and those FFA o r FFV rules (inc luding therespec tive c onstitutions) and by-laws expressed to app ly to it;and

(v) prevent infringem ent of the c onstitutions and by-laws of FFAand FFV and prote c t Foo tb a ll from abuse;

(b ) amend:

(i) this Co nstitution ; or

(ii) the By-laws,

to p rom ptly adop t c hanges in the c onstitutions and by-laws of FFAand / or FFV mad e from time to time to the extent tha t they a reap plic able to the Club. In this c lause the reference to c hang es to by-laws inc ludes ad d itiona l or rep lac ement by-laws;

(c ) not o therwise a me nd or vary this Constitution w ithout the consent o f

FFV and in ac c ordance w ith the Ac t; or

(d ) not otherwise a me nd or vary any o f its By-laws without the consent ofFFV.


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FFV must c onsent to any a mendme nt to this Co nstitution or those By-lawswhich a re req uired by law .

7.2 Enforcem ent o f rules

Subjec t to a pplic able law, the C lub m ust:

(a ) promulga te and c omp ly with, and d o everything w ithin its po we r toenforce c omplianc e w ith, the Sta tutes and Regula tions and the Law sof the Game; and

(b ) co-op erate w ith FFA a nd FFV in a ll ma tte rs relat ing to the orga nisa tionof c ompetitions, the Club s ow n c ompe titions and Foo tba ll in ge nera l.

7.3 Disputes

(a ) This rule 7.3 applies to a Dispute .

(b ) The parties to a Dispute must m ee t a nd d iscuss the ma tte r in d ispute ,and , if possible, resolve the Dispute within 14 da ys a fte r the Disputecomes to the a ttention of a ll of the parties.

(c ) If the pa rties a re unab le to resolve the Dispute a t the meeting o rmee tings held in ac corda nce with rule 8.2(b), or if a party fails toattend suc h a m ee ting, then the parties must, within 10 days, hold ameeting in the presenc e of a m ed iator.

(d ) The m ed ia tor must be:

(i) a p erson c hosen by ag reement be twe en the p arties; or

(ii) in the ab senc e of a greement:

(A) in the c ase of a Dispute b etwe en a Membe r andanother Memb er, a p erson a pp ointed by theDirectors; or

(B) in the c ase of a Dispute b etwe en a Membe r andthe C lub, a p erson a ppointed by FFV.

(e) A Member can b e a m ediator.

(f) A Mem be r who is a pa rty to the Dispute cannot b e a med iato r.

(g ) The p arties to a Dispute must, in good fa ith, a ttemp t to set tle theDispute b y me diation.

(h) The m ed ia tor, in c ond uc ting the m ed ia tion, must:

(i) give the parties to the med ia tion proc ess rea sona b leop po rtunity to be heard; and

(ii) allow due c onsideration by a ll pa rties of a ny written sta tementsubm itted by any pa rty; and


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(iii) ensure tha t natural justice is acc orded to the parties to theDispute throughout the med iation proc ess.

(i) The med ia tor must not determine the Dispute.

(j) If the me d ia tion p roc ess does not result in the Dispute being resolved ,

the p arties ma y then seek to resolve the Dispute in ac cordance w iththe p roc ess set o ut in the Grieva nc e Proc ed ure.

8 Patrons and Life Mem bers

8.1 Appo intme nt and remo val of Patrons

The Direc tors ma y ap point and remove Pa trons of the Club.

8.2 Rights of Patrons

Patrons are:

(a ) entitled to no tice of a ll general mee tings;

(b ) entitled to a ttend and spea k a t general meetings; and

(c ) not entitled to vote at a ny general meeting.

8.3 Eligib ility for Life Mem bership

Any Memb er or Direc tor ma y nominate an individua l for admission as a Life

Member.

8.4 Nomination requirements

A nom ination under rule 8.3 must:

(a ) be in writing in the form de termined by the Direc tors from time to time ;and

(b ) set out the rea sons why, in the o p inion o f the nomina tor, the nom ineeshould be c onsidered for Life M embership.

8.5 Admission to Life Membership

Nominations for ad mission to Life Mem bership a re to b e c onsidered by theDirec tors a t their next meeting a fter the nom ination is rec eived .

In their absolute d isc retion, and without the need to g ive reasons for do ingso, the Direc tors ma y rec ommend the nom inat ion, or dec ide not torec ommend o r subm it the nom inat ion, to the next annual gene ra l meetingfor approval.

A nominee is admitted to Life Mem bership if:

(a ) the Direc tors rec om mend tha t the nominee b e admitted to LifeMembership; and


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(b ) the rec ommenda tion is app roved b y a ma jority of two -thirds ofMem be rs p resent a t the annual genera l meeting a t which therec om menda tion is considered.

8.6 Rights of Life Mem bers

Unless a lso a n Ord inary Member a Life Member:

(a ) is not to b e c ounted in a q uorum unde r rule 5.1;

(b ) has the right to rema in a Life Member until they d ie or resign their LifeMemb ership or unless they are expelled from the Club;

(c ) subjec t to any sep ara te agreement with the Club to the c ontrary, hasno ob liga tion, and ma y not be required , to pa y any subsc rip tion o rother am ount;

(d ) is entitled to rec eive notice of g eneral mee tings;

(e) is entitled to a ttend and spea k at general mee tings; and

(f) is not entitled to vo te a t any general mee ting.

9 Directors

9.1 Numb er of Direc tors

There a re to b e no m ore tha n 7 Direc tors c om prised as follow s:

(a ) the President;

(b ) the Sec reta ry;

(c ) the Treasurer; and

(d ) 4 other senior committee members;

who must a ll be Members, as defined in rule 3.2 and who shall be e lec ted underrule 9.2.

9.2 Elections

A Memb er or a Direc tor may nominate a person for elec tion a s a Direc tor(inc lud ing as President). A nomination must be in writing and signed by thenominator and nominee.

If insuffic ient no minations a re received to fill a ll ava ilab le Direc tor vac anc iesthe c and ida tes nominated shall, subjec t to dec laration by the c hairma n, bedeemed to be elected.

If the number of nominations rec eived is eq ual to the numb er of vac anc ies tobe filled , the p ersons nom inated sha ll, sub jec t to d ec laration by thec hairman, be d eemed to be elected.


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If the number of nominations exceed s the numbe r of va canc ies to b e filled ,voting pape rs shall be p rep ared c onta ining the na mes of the c and idates inalphab etical orde r, for eac h vac anc y.

Elec tions sha ll be cond uc ted by suc h mea ns as is p resc ribed by the Direc tors.

9.3 Term of office

Direc tors sha ll hold o ffice fo r a term o f one yea r and sub jec t to thisCo nstitution, sha ll hold o ffic e from the c onc lusion o f the Annua l GeneralMee ting a t which they were elected until the c onc lusion of the fo llow ingAnnual General Meeting.

9.4 Casual vaca ncy

The Direc tors ma y at a ny time appoint a p erson to be a Direc tor to fill acasual vacancy.

A Direc tor ap pointed unde r this rule ho lds offic e until the end of the term o fthe Direc tor in whose p lac e they w ere a pp ointed .

Service a s a Direc to r unde r this rule is a full te rm of office fo r the p urposes ofrule 9.3.

9.5 Rem uneration of Direc tors

A Direc tor may not b e p aid for services as a Direc tor but, with the approva lof the Direc tors, may be reimb ursed by the C lub for their rea sona b le

expe nses when:

(a ) travelling to o r from meet ings of the Direc tors, a Co mm ittee o r theClub; or

(b ) otherwise enga ge d on the a ffairs of the C lub.

9.6 Vac ation of offic e

The office of a Direc tor bec omes vac ant when the Direc tor:

(a ) is d isqualified by the Ac t from be ing a committee m ember;

(b ) is d isqua lified b y the Co rporat ions Ac t from being a d irec tor;

(c ) bec om es of unsound mind or a person whose p erson o r esta te is liab leto b e d ea lt with in any way unde r a law relating to m ental health;

(d ) resigns office b y notice in writing to the C lub ;

(e) is not p resent persona lly a t three c onsec utive Direc tors me et ingswithout leave of a bsenc e from the Direc tors.

9.7 Direc tors to b e bound by Club, FFV and FFA Rules

By ac cep ting o ffice, eac h Direc tor agrees to b e b ound b y and observe:


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(a ) This Constitut ion;

(b ) The Sta tutes and Reg ulat ions and tho se of the By-Laws expressed toapp ly to or in rela tion to Direc tors of C lubs;

(c ) The Sta tutes and Reg ulat ions and the constitutions and by-laws of FFA

and FFV as enfo rced from time to time ;

(d ) The FFV Codes of Behaviour and Rules of Com pet ition, as amendedfrom time to time; and

(e) The FFA Co de of Cond uc t, as amended from time to t ime .

10 Powers and duties of Direc tors

10.1 Directors to manage Club

The Direc tors a re to ma nage the Club s business and ma y exercise those o fthe C lub s pow ers tha t a re no t req uired , by the Ac t or by this Constitution, tobe exercised by the Club in general mee ting.

10.2 Minutes

The Direc tors must c ause m inutes of mee tings to b e made a nd keptac co rding to the Act.

10.3 Signing Che que s and other negotiab le instrume nts

Cheques and othe r nego tiable instruments must b e signed by a t least tw oDirec tors nom ina ted by the Direc tors.

11 Proceedings of Directors

11.1 Direc tors me etings

The Direc tors ma y meet tog ether for c ond uc ting b usiness, ad journ andotherwise regulate their mee tings as they think fit. The Direc to rs c onsent, byac cep ting nomination as a Direc tor, to mee tings being held using a ny

tec hnology tha t g ives the Direc tors, as a who le, a rea sona ble o ppo rtunity topartic ipa te. To a void d oub t, this inc lude s meetings held by telephoneand / or vide o co nferenc ing.

11.2 Questions de c ided by ma jority

A q uestion a rising at a Direc tors meeting is to be d ec ided by a ma jority ofvotes of the Direc tors p resent and entitled to vote .

11.3 Chairmans casting vote

The c hairma n of the meeting has a casting vo te.


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11.4 Quorum

Until otherwise d etermined by the Direc tors, 3 Direc tors (at least tw o o f whomare entitled to vote) p resent in person o r by proxy is a quorum.

11.5 Effec t of vac anc y

The c ontinuing Direc tors ma y ac t d esp ite a vac ancy in their numb er. If thenumb er of Direc tors is red uced below the num be r req uired for a q uorum, therema ining Direc tors ma y ac t only for the p urpose o f filling the va c anc ies tothe e xtent nec essary to b ring their numb er up to the number req uired for aquorum or to c onvene a general mee ting.

11.6 Direc tor attending a nd voting by proxy

A Direc tor may atte nd a nd vote by p roxy a t a Direc tors meeting if the p roxy:

(a ) is another Direc tor; and

(b ) has be en app ointed in writing signed b y the ap pointor.

The appointment must be for a p a rtic ula r meeting.

11.7 Convening meetings

A Direc tor ma y, and the Sec reta ry on the req uest of a Direc tor must,c onvene a Direc tors mee ting.

11.8 President to preside at Directors meeting

The President is entitled to p reside a t Direc to rs mee tings.

If the President is not present and ab le and willing to ac t w ithin 15 minutesa fter the time a pp ointed fo r a meeting or has signified an intention not to bepresent a nd able a nd willing to ac t, the Direc tors shall appo int a Direc tor top reside a s chairma n for that m ee ting only.

11.9 Committees

The Direc tors ma y delega te any of the ir pow ers to Comm ittees c onsisting o f

those persons they think fit, and ma y revoke tha t delega tion.

11.10 Powers de lega ted to Co mm ittees

A Com mittee must exercise the p owers de lega ted to it ac cording to theterms of the delega tion a nd to any d irec tions of the Direc tors.

Powers de legated to a nd exerc ised by a Com mittee are taken to have b eenexercised by the Direc tors.

11.11 Comm ittee m eetings

Co mm ittee meetings are gove rned by the p rovisions of this Co nstitutiondea ling w ith Direc tors meetings, as far as they a re c ap able o f ap plic at ion.


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11.12 Circulating resolutions

The Direc tors ma y pass a resolution w ithout a Direc tors me eting being held ifa ll of the Direc tors who a re e ntitled to vote on the resolution sign a doc umentc onta ining a sta tement that they a re in favour of the resolution set o ut in thedocument.

Sep ara te c op ies of the doc ument may be used for signing b y Direc tors if thewo rding o f the resolution a nd sta tement is identica l in ea ch c op y.

The resolution is passed when the last Direc to r signs.

11.13 Valid ity of ac ts of Directors

Everything done a t a Direc tors meeting o r a Sub-Com mittee meeting, or bya person a c ting as a Direc tor, are valid even if it is d iscove red la ter that the rewa s some defec t in the ap po intment, elec tion or qualific a tion of any of themor that any of them wa s disqua lified or had vac ated office.

12 Public Officer

12.1 Appo intment of Public Office r

There must be a Pub lic Officer of the C lub who:

(a ) must b e resident in the Sta te; a nd

(b ) is to b e a ppointed by the Direc tors.

12.2 Suspe nsion a nd removal o f Public Office r

The Direc tors ma y suspend or rem ove a Pub lic Officer from tha t o ffice.

12.3 Powers, duties and authorities of Public Officer

A Pub lic Officer holds office on the te rms and cond itions (inc luding as toremunera tion) a nd with the po we rs, duties and authorities, as dete rmined bythe Directors

13 By-laws

13.1 Making and am ending By-laws

The Direc tors ma y from time to time ma ke By-laws whic h in their op inion a renec essary or desirab le for the c ontrol, ad ministra tion and ma nag ement ofthe Club's a ffairs and ma y amend, repea l and rep lac e those By-laws, butonly to the e xtent the Club c an d o so under rule 7.1.

Sub jec t to rule 7.1, the Club in ge neral mee ting, ma y am end, rep ea l andrep lac e any By-law ma de by the Direc tors, but that d oes not a ffec t theva lidity of anything previously do ne b y the Direc tors or anyone und er that By-law.


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13.2 Effec t o f By- law

A By-law:

(a ) is sub jec t to this Co nstitution ;

(b ) must b e c onsistent w ith this Constitution and the ob jec tives sta ted in

FFVs constitution, and if not, the C onstitution p reva ils to the extent o fthe inconsistenc y; and

(c ) whe n in force , is b ind ing on a ll Memb ers and has the same effec t as aprovision in this Constitution.

14 Seals

14.1 Safe c ustody of commo n sea ls

The Direc tors must p rovide fo r the sa fe c ustod y of a ny sea l of the Club.

14.2 Use of c ommo n sea l

If the Club has a c ommon sea l or duplica te c ommon sea l:

(a ) it may be used only by the authority of the Direc tors; and

(b ) every doc ument to which it is a ffixed must b e signed by a Direc tor andbe c ountersigned b y another Direc tor or another person a pp ointed b ythe Direc tors to countersign tha t d oc ument or a c lass of d oc uments in

whic h that d oc ument is included .

15 Funds

15.1 Sourc e of Funds

The funds of the C lub a re to be derived from fees paid b y Members and a nyother sources the Direc tors dete rmine.

15.2 Funds ma nag em ent

The fund s of the Club a re to b e used solely for the ob jec ts spec ified in rule 2.1in any ma nner the Direc tors dete rmine.

16 Inspec tion o f rec ords

16.1 Inspe c tion by Memb ers

Subjec t to the Ac t, the Direc tors ma y determine whe ther and to wha t extent,and at wha t times and plac es and under what c ond itions, the ac countingrec ords and othe r doc uments of the C lub o r any of them will be op en for

inspec tion by the Mem bers.


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16.2 Right of a Me mb er to inspe c t

A Mem ber do es not have the right to inspec t any doc ument of the Clubexcept as provided by law or authorised by the Direc tors or by the Club ingeneral meeting.

16.3 Custody of doc umentsExce pt a s otherwise p rov ided in these rules, the Sec retary must keep in his orher custody or under his or her control a ll books, doc ume nts and sec urities ofthe Club.

17 Servic e o f doc uments

17.1 Doc ument include s notice

In this rule 17, document inc lude s a notice .

17.2 Methods of service

The Club may give a d oc ument to a Member:

(a ) persona lly; or

(b ) by send ing it b y po st to the address for the Mem ber in the Reg ister oran a lternative a ddress nominated by the Member; or

(c ) by send ing it to a fax number or elec tronic a ddress nominated by the

Memb er; or

(d ) by posting it on the Club s we bsite .

17.3 Methods of service on the C lub

A Memb er may g ive a doc ument to the Club b y:

(a ) delivering it to the Reg istered Office; or

(b ) send ing it by p ost to the Reg istered Office; or

(c ) send ing it to a fax number or elec tronic a ddress nominated by theClub.

17.4 Post

A doc ume nt sent b y po st if sent to a n address:

(a ) in Australia , may be sent by ordinary po st; and

(b ) outside Australia, must be sent b y a irma il,

and in either case is taken to ha ve b een rece ived on the d ay a fter the d ateof its posting.


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17.5 Fax or elec tronic transmission

If a doc ume nt is sent by fax or elec tronic transmission, de livery o f thedoc ument is taken to:

(a ) be effec ted by properly ad dressing a nd transmitting the fax orelec tronic transmission; and

(b ) have b een delivered on the d ay follow ing its transmission.

18 Indemnity

18.1 Indemnity of officers

Every pe rson who is or has been a Direc tor or a Pub lic Officer is ent itled to beinde mnified out o f the property of the C lub a ga inst:

(a ) every liability incurred by the p erson in that c ap ac ity (excep t a liabilityfor legal costs); and

(b ) all lega l co sts incurred in de fend ing o r resisting (or otherwise inconnec tion w ith) p roc eed ings, whether c ivil or c riminal or of anadministrative or investiga tory nature, in which the person bec om esinvolved b ec ause of that c ap ac ity,

unless:

(c ) the C lub is forb idden b y sta tute to inde mnify the person aga inst the

liab ility or lega l costs; or

(d ) an inde mnity by the Club o f the pe rson a ga inst the liab ility or leg alcosts wo uld, if given, be m ade vo id by sta tute.

18.2 Insurance

The C lub ma y pa y or ag ree to p ay, whe ther direc tly or through an interposedent ity, a prem ium for a c ontrac t insuring a person w ho is or has been aDirec tor or Pub lic Officer ag a inst liab ility incurred by the person in tha tc apac ity, inc lud ing a liab ility for leg a l co sts, unless the:

(a ) Club is forb idden by sta tute to p ay or agree to p ay the premium; or

(b ) contrac t would, if the Club p aid the p remium, be ma de void b ystatute.

19 Winding up

19.1 Contributions of Mem be rs on wind ing up

Each Memb er must c ontribute to the C lub s p rop erty if the Club is wound upwhile they a re a Mem be r or within one yea r after their memb ership c ea ses.


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This contribution is for:

(a ) pa yment o f the Club s deb ts and liabilities contrac ted be fore theirmembership ceased;

(b ) the c osts of w inding up ; and

(c ) ad justment of the rights of the c ontributo ries amo ng themselves,

and the a mount is not to exceed $1.00.

19.2 Exc ess prop erty on w inding up

If on the w ind ing up or dissolution of the C lub, and a fter sa tisfac tion of a ll itsdeb ts and liab ilities, any p rop erty rem ains, that p rop erty must be g iven o rtransferred to another bo dy or bod ies:

(a ) having ob jec ts simila r to those o f the C lub; and

(b ) whose constitution prohibits (or each o f whose constitutions prohibit)the d istribution of its or their income and p rop erty am ong its or theirmemb ers to a n extent a t least as grea t as is imposed on the C lubund er this Co nstitution.

That bod y is, or those b od ies a re, to be dete rmined by the Members a t o rbefore the time of d issolution o r, failing that a dete rmination, by a judg e w hohas or acquires jurisdiction in the matter.

20 Accounts

The Direc tors must c ause the acc ounts of the Club to be aud ited a s req uiredby the Corpo rations Ac t and in comp lianc e w ith the Ac t.

21 Disc iplining o f members

21.1 Introduction

This rule sets out the p roc ed ure for dea ling w ith d isc iplina ry ac tions and

ma tters and:

(a ) esta b lishes a Jud iciary Panel to hea r disc iplina ry matte rs of the Club;and

(b ) sets out the p roc ed ures of tha t Judic iary Panel.

21.2 Judic iary Pane l

The Judic iary Panel sha ll be c onve ned and func tion as follow s.

(a ) The Direc to rs may convene a Judic iary Panel of suc h persons, on suc hterms and for such purpose(s) as is req uired . A me mb er of ea c hJud iciary Panel appointed sha ll ac t as Jud ic ia ry Panel Sec reta ry andkeep rec ords of a ll investiga tions and dec isions.


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(b ) The jurisd ict ion of a Judic iary Panel sha ll be limited to matte rs referredto it by the Direc tors in ac corda nc e w ith the Constitution a nd this rule.

(c ) Every refe rra l to a Jud ic ia ry Panel sha ll be c lea r and unamb iguous andsha ll c learly set o ut the ma tte r(s) req uired to b e investiga ted ordete rmined by the Judiciary Panel.

(d ) Upon a referra l to a Judic iary Panel the Judic iary Panel Sec reta ry sha ll,as soon as prac tic ab le, appoint a time a nd p lac e suitab le to theJud iciary Panel for the p roc eed ings.

(e) A Judic ia ry Panel sha ll c ond uc t a ny refe rra l to it within suc h time as theDirec tors d irec t, p rovided alwa ys tha t a c onc erned pe rson may a pplyfor an ad journment by ap p lica tion in writing to the Judic ia ry Pane lcha irperson. Such ap p lic a tion must be rec eived a t lea st 2 days p rior toco mmenc ement o f proceed ings.

(f) A Judic ia ry Panel shall have po we r to require the a ttend ance o f anyMem be r or Club rep resenta tive a t any proc eed ings before it. Noticesha ll be g iven in ac corda nc e w ith this rule. Where a p erson who isreq uired to a ttend , fails to a ttend without reasona b le e xcuse, theJud ic ia ry Panel may draw suc h inferenc es from tha t fa ilure to a ttendas it conside rs rea sonab le.

(g ) The q uorum fo r a Jud iciary Panel sha ll be d ete rmined by the Direc tors.

21.3 Proceedings

The p roc eed ings of a Jud ic ia ry Panel sha ll be c ond uc ted as follow s.

(a ) Upon receipt o f a referra l the Judic ia ry Panel may req uest the party orparties c onc erned in the refe rra l appea r befo re it. Suc h req uest sha llbe in writing e ither delivered persona lly or in approp riate c ases by po stor fac simile or em a il to the a pprop riate a ddress or fac simile number ofthe party or pa rties conc erned . The Judic iary Panel sha ll inquire into, ordete rmine, the matte rs in question.

(i) A notic e g iven by p ost shall be de emed to have been g iven onthe day follow ing the d ay on whic h it wa s posted .

(ii) A notice given by fac simile o r ema il shall be deemed to b egiven upon rec eipt of a confirma tion rep ort confirming thefac simile wa s rec eived at the fac simile numb er or where theema il was not c onfirmed unde liverab le a t the e ma il address towhich it w as sent .

(b ) Proc eed ings sha ll ta ke plac e as soon as p rac tica b le. All pa rtiesconc erned shall be given at lea st 7 days notice of the p roc eedings bythe Judic iary Panel. The notice sha ll:

(i) be in writing;

(ii) sta te tha t the p arty or pa rties c onc erned are req uired toap pea r and in what cap ac ity;


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(iii) sta te the nature o f the p roc eed ings and the matters or allegedoffenc e(s) the sub jec t of investiga tion or determination, thepossib le pena lty or pe nalties and the da te, plac e and time o fthe hea ring; and

(iv) be de livered in ac corda nce with rule 21.3(a) above.

(c ) Persons appea ring befo re the Jud iciary Panel sha ll be entitled to c a llwitnesses but m ust sta te the ir case in person unless the Judic iary Panelhas pe rmitted representa tion through an ad voc ate. No personapp ea ring b efore the Judiciary Panel shall be entitled to legalrep resenta tion as of right a t the p roc eed ings. The c ha irperson w illconsider all req uests for leg a l rep resenta tion ma de by a pa rty but thedec ision to a llow leg a l rep resenta tion is a t the sole d isc ret ion o f thecha irperson. The c ha irperson is not required to g ive rea sons for suc hdec ision. The person appea ring be fore the Jud iciary Panel and his/ herwitnesses sha ll be g iven a full opportunity to be heard . In his/ her

absenc e, or in the absenc e o f his/ her witnesses, a d ec ision ma y bema de by default. Before ma king a dec ision in defa ult of ap pe arance ,the Jud ic ia ry Panel must sa tisfy itself tha t the party c onc erned wa saw are of the time, date a nd p lac e of hearing and had b eenreq uested to a ppea r in ac cordance w ith this rule.

(d ) The Judic iary Panel cha irma n sha ll announc e the op ening o f theproceedings, stating the Judiciary Panel's authority, jurisdiction,com po sition a nd the na ture a nd p urpose(s) of the p roc eed ings.

(e) The p roc ed ure to be followed a t p roc eed ings shall be c lea rlyexpla ined by the Jud ic ia ry Panel cha irma n. The Judic ia ry Panelcha irma n sha ll sta te w ho is ent itled to b e p resent throug houtproc eed ings during ev idenc e a nd submissions.

(f) The matte r(s) the sub jec t of p roc eed ings sha ll then be read to theperson(s) co ncerned . The bod y or person reporting the matte r(s) thesubjec t of the p roc eed ings shall be given the o ppo rtunity to report thec irc umstanc es of those m atte r(s). The p erson(s) conc erned will begiven the o ppo rtunity to respond to this rep ort and p resent evidenc eand submissions as to the ir view of the c irc umsta nc es of those

ma tte r(s). Any witnesses ca lled by either the reporting b od y or thepe rson(s) conc erned will be g iven the o ppo rtunity to g ive evidence o rmake submissions. Witnesses may be q uestioned on their evidenc e.Evidence a nd / or submissions ma y be te ndered in writing .

(g ) The Judic iary Panel will c onside r the evide nc e presented . TheJud iciary Panel may ad journ the hearing if nec essary to do so. Noother person sha ll be p resent or pa rta ke in any d isc ussion with theJud iciary Panel at this time. If the Judic iary Panel finds an offenc e ha snot b een committed or not proved it will ad vise the Direc tors andd ismiss the c harge a cc ordingly.

(h) If the Judiciary Pane l finds an offenc e ha s been com mitted or provedit may imp ose, in its d isc retion, an approp riate pena lty or pena lties. Itma y a lso report its find ings to the Direc tors with such rec om mendations


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as it c onsiders approp riate . The Jud ic ia ry Panel c ha irperson will dec larethe p roc eed ings c losed .

(i) If a d ec ision c annot be g iven immed ia tely a fter p roc eed ings, therelevant p a rty or pa rties must be advised of the time a nd p lace a twhich the dec ision will be given. The d ec ision, any pena lty a nd notice

of the p erson's appea l rights sha ll be g iven in writing and signed by theJud iciary Panel c ha irperson.

(j) Every decision of a Judiciary Panel under this Rule shall be conveyed inwriting to the p arties c onc erned .

21.4 Penalties

(a ) Pena lties which ma y be imp osed inc lude :

(i) a rep rima nd;

(ii) suspension, from suc h a c tivities of the Club, inc luding b ut no tonly com petition, on suc h terms and for suc h period as theJudic iary Panel thinks fit;

(iii) exclusion from a pa rtic ula r com petition, ac tivity, event o revents;

(iv) expulsion from the Club;

(v) a fine, imp osed in such ma nner and in such amount as the

Judic iary Panel thinks fit; or

(vi) such comb inat ion of a ny of the ab ove p ena lties as theJudic iary Panel thinks fit.

(b ) During p roc eed ings, the subjec t(s) of the p roc eedings ma y besuspend ed , on such te rms and for suc h period as the Jud iciary Panelthinks fit and sha ll rem ain und er suspension un less the Judic iary Paneldecides otherwise.

21.5 Effec t of Penalty

(a ) Where a Mem ber is suspended und er this rule, all rights and privileg esof tha t Memb er sha ll be forfeited , either pa rtially or com p letely, duringthe period of suspension. In the case o f com p lete suspension, aMemb er sha ll also forfeit a ll Club rights during the currenc y of thesuspension.

(b ) Where a Memb er is expe lled under this rule his me mb ership o f, andrep resenta tion rights and p rivileg es in, the Club sha ll be forfeitedimm ed iately and memb ership shall cease.

(c ) There is no right o f appea l aga inst a dec ision of a Jud iciary Panelunder this rule.


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22 Liquor Licence

22.1 Rec eip ts for the supp ly o f liquo r

The C lub must not pa y any a mo unt to a n offic er or servant of the Club b ywa y of c ommission o r a llow anc e from the receipts of the Club for the supp ly

of liquor.

22.2 Manag eme nt of the Club

In ac co rda nce with rule 10.1, the Direc tors constitute the ma nag ementc ommittee of the Club a nd have responsibility for the a ffairs of the Club.

22.3 Visitors

(a ) A visitor to the Club must no t b e supp lied with liquor in the C lubprem ises unless the visitor is a guest in the c om pany o f a Memb er ofthe Club.

(b ) A pe rson c anno t:

(i) be ad mitted as an honorary member or tempo rary mem ber ofthe C lub (if suc h types of mem bership a re a va ilab le unde r thisConstitution); or

(ii) be exemp ted from the ob liga tion to p ay the o rdinarysubsc rip tion for memb ership o f the Club,

unless the person is of a c lass spec ified in the rules and the admissionor exempt ion is in a c cordance with the rules.

22.4 Register of guests

Where a guest in the c omp any of a Member of the Club is ad mitted to anypart o f the lic ensed prem ises, the C lub must keep a reg ister of suc h a guestand suc h reg ister must c onta in the:

(a ) name and ad dress of each Memb er; and

(b ) da te on which ea ch guest a ttended the p remises.

23 Definitions and interpretation

23.1 Definitions

In this Constitution unless the contrary intention appears:

Ac t me ans the Assoc ia tions Inc orpo ration Ac t 1981 (Vic). (Ac t is ava ilab lefrom the Consumer Affairs website www.consumer.vic.gov.au )

Club means the Midd le Park Foo tba ll Club Incorporated .

By-law means a by-law ma de unde r this Constitution.
http://www.consumer.vic.gov.au/http://www.consumer.vic.gov.au/


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Constitution means this constitution a s amended from time to time, and arefe renc e to a particular rule is a refe renc e to a n rule of this Constitution.

Corporations Ac t means the Co rporat ions Ac t 2001 (Cth).

Director me ans a d irec tor of the C lub a nd inc ludes the President.

Directors means a ll or some o f the d irec tors of the Club a c ting as a boa rd .

Dispute me ans a d ispute und er this Co nstitution b etwe en:

(a ) a Mem be r and another Member; or

(b ) a Mem ber and the Club.

FFA mea ns Foo tb a ll Fed eration Australia Limited ACN 106 478 068.

FIFA means Fed eration Internationa le d e Foo tba ll Assoc iation.

FFV means Football Federation Victoria Incorporated.

Football me ans Assoc ia tion Foo tb a ll as rec og nised by FIFA from time totime. To a void d oubt, at the d ate of inco rpo ration of the Club or the d ate ofadop tion of this Constitution, Foo tba ll include s the g ame s of Foo tba ll, soc c erfoo tb a ll, indoo r or 5 a side (Futsa l) Foo tb a ll and bea ch Foo tba ll.

Grievance has the mea ning g iven to that term in the Grieva nce Proc ed ure;

Grievance Proc ed ure me ans the proc ed ures in the FFV Grieva nc e,

Disc iplinary, Tribuna l By-Law, as amended from t ime to t ime.

Junior Mem ber means a p layer, coa c h or offic ia l of the Club unde r rule3.2(d).

Laws of the Gam e me ans the rules of Foo tb a ll refe rred to in the Sta tutes andRegulations.

Life Mem be r means a person a dmitted as such unde r rule 8.

Member mea ns a m emb er of the Club a dm itted to me mb ership under rule

3.2.

Ordinary Mem ber means a p layer, coa ch or offic ia l of the Club unde r rule3.2(b).

Patron means any pe rson o f influenc e o r supp ort ap pointed by the Club a s aPa tron o f the Club under rule 8.1.

President me ans the President from t ime to t ime of the Club.

Public Office r has the me aning and func tions acc orded to tha t offic e as set

out in the Ac t.

Registered Office means the registered offic e o f the C lub from time to t ime .


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Registrar has the mea ning g iven to it in the Ac t.

Soc ial Memb er mea ns a Me mb er under rule 3.2(c ).

Spec ial Resolution has the mea ning g iven to it in the Ac t.

State means Victoria.

Statutesand Regulations mea ns the Sta tutes and Reg ulat ions of FIFA in fo rcefrom time to time.

23.2 Interpretation

(a ) In this Constitution:

(i) (presenc e of a Memb er) a referenc e to a Member present a t age nera l meet ing means the Membe r p resent in pe rson o r bya tto rney o r Rep resenta tive;

(ii) (annual ge neral m eeting ) a reference to an a nnual generalme eting in a c a lend ar yea r (for examp le, in 2006), is a refe renc eto the annual general meeting required to b e held b y the Clubin that c alenda r year unde r the Ac t; and

(iii) (document) a referenc e to a do cument or instrument inc lude sany amend ments ma de to it from time to time a nd, unless thec ontrary intention ap pe ars, inc lude s a rep lacement.

(b ) In this Co nstitution unless the c ontrary intention appea rs:

(i) (gender) wo rds imp orting any gende r inc lude all othe r ge nde rs;

(ii) (person) the word person inc lude s a firm, a b od y co rporate, apartnership , a joint venture, an uninco rpo ra ted bod y or

assoc iation o r an authority;

(iii) (successors) a reference to a n organisat ion includes areference to its successors;

(iv) (singular includes plural) the singular inc ludes the p lura l andvice versa ;

(v) (instruments) a reference to a law inc lude s regula tions andinstruments ma de under it;

(vi) (am endments to leg islation) a reference to a law or a p rovisionof a law includes amendm ents, re-enac tments or rep lacementsof tha t law or the p rovision, whether by a Sta te o r theComm onw ea lth or othe rwise;

(vii) (signed) where, by a provision o f this Constitution, a d oc ume ntinc luding a notice is req uired to be signed , that requirementma y be sa tisfied in relation to a n elec tronic c ommunica tion o fthe d oc ument in any manner permitted b y law or by any State


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or Comm onw ea lth law relat ing to elec tronic transmissions or inany other manner app roved by the Direc tors; and

(viii) (writing) writing and written inc lude s printing, typing a ndother mod es of reprod uc ing w ords in a visible form inc lud ing,without limita tion, any rep resenta tion of words in a physic a l

do c ument or in an elec tronic c omm unic ation or form o rotherwise.

23.3 Corporations Ac t

In th is Co nstitution unless the c ontrary intention a ppea rs an expression ha s, ina p rovision of this Constitution tha t dea ls with a ma tte r dea lt w ith by aparticular p rovision of the Corpo ra tions Ac t, the same me aning a s in tha tp rovision of the Co rporations Ac t.

23.4 Headings

Hea dings a re inserted for convenienc e a nd d o not a ffec t the interp reta tionof this Co nstitution .

23.5 Include etc

In this Constitution the wo rds inc lude , inc lude s , inc luding and forexample a re no t to b e interp reted as wo rds of limitation.

23.6 Powers

A p ow er, an authority or a d isc retion reposed in a Direc tor, the Direc tors, aSub-Comm ittee , the Club in gene ral meeting or a Memb er may b e exercisedat any time and from time to time.


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APPENDIX 1

APPLICATION FOR MEMBERSHIP OF

Midd le Park Footba ll Club

I, , o f ..desire to bec ome a(name and occ upation) (address)

member of (nam e of Club)

In the event o f my a dmission a s a memb er, I ag ree to b e b ound by the rules of theClub for the time being in forc e.

Signa ture of App licant

Da te .

I,.. , a member of the Club,

(name)nom inate the ap plic ant, who is pe rsona lly know n to me , for memb ership of theClub.

..Signa ture o f Prop oser

Date

I,, a mem ber o f the Club , sec ond(name)

the no mination of the app lic ant, who is pe rsona lly know n to me, for memb ership ofthe Club.

..Signa ture of Sec ond er

Date .


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APPENDIX 2 FORM OF APPOINTMENT OF PROXY - (For use a t a direc tors'

mee ting only)

I, ..(name)

of (address)

being a Direc to r of (name of Inco rpo rate d Club)

appoint (nam e o f proxy holde r)

of .(address of p roxy holde r)

being a Direc tor of that Incorporated C lub, as my p roxy to vo te for me on mybeha lf at the Direc tors' meeting of the C lub to be held on

.(da te of meeting)

and at a ny ad journment of that mee ting.

My p roxy is authorised to vote in fa vour of/ aga inst* the follow ing resolution (insertdeta ils of resolution).

.SignedDate

* Delete if not app licable

Middle Park FC Constitution

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