Club Rules

RULES OF HOPPERS CROSSING SPORT CLUB INC.

1. NAME
2. DEFINITIONS
3. INTERPRETATION OF RULES
4. MEMBERS
5. CATEGORIES OF MEMBERS
6. MEMBERS’ PRIVILEGES AND ENTITLEMENTS
7. APPLICATION FOR NEW MEMBERSHIP
8. CESSATION OF MEMBERSHIP
9. REJOINING
10. FUNDS
11. PAYMENTS
12. FEES & SUBSCRIPTIONS
13. CALLS
14. MANAGEMENT
15. TERM OF BOARD MEMBERS
16. ELECTION OF BOARD MEMBERS
17. ELECTION OF OFFICE BEARERS
18. CASUAL VACANCIES
19. REMOVAL OF BOARD MEMBER
20. CONFLICT OF INTEREST
21. MEETINGS OF THE BOARD
22. VALIDATING ACTS OF THE BOARD
23. INDEMNITY
24. SECRETARY, MANAGER & PUBLIC OFFICER
25. SUB-COMMITTEES
26. SPORTING SECTIONS
27. DISCIPLINING A MEMBER
28. DISPUTES AND MEDIATION
29. ANNUAL GENERAL MEETINGS
30. SPECIAL GENERAL MEETINGS
31. NOTICE OF MEETINGS
32. PROCEEDINGS AT MEETINGS
33. PROXY VOTING
34. VISITORS TO THE CLUB
35. VISITORS’ REGISTER
36. COMMISSIONS, ALLOWANCES AND REMUNERATION
37. ALTERATION OF RULES AND STATEMENT OF PURPOSES
38. NOTICES
39. WINDING UP OR CANCELLATION
40. CUSTODY OF RECORDS
41. COMMON SEAL
42. TRANSITIONAL PROVISIONS

1. NAME (top)

The name of the club is Hoppers Crossing Sports Club Incorporated hereinafter referred to as ‘the Club’.

2. DEFINITIONS (top)

In these rules:
• “Board” means the board of directors of the Club, comprising the Officer Bearers and ordinary board members;
• “Board member” means the members of the board including Office Bearers and ordinary board members;
• “Cricket club” means the Hoppers Crossing Cricket Club Inc and the cricket sporting section of the Club;
• “Financial year” means the year commencing 1 November and ending 31 October;
• “Football club” means the Hoppers Crossing Football Club Inc and the football sporting section of the Club;
• “Foundation Club” means the Football Club and the Cricket Club;
• “General meeting” means both a special general meeting of members convened in accordance with rule 30 and the annual general meeting of the Club;
• “Member” means a member of the Club;
• “Ordinary board members” means members of the board who are not Office Bearers;
• “Office Bearers” means those members of the board who hold the positions set out in sub-rule 17.3;
• “Participating club” means the Hoppers Crossing Golf Club Inc, Hoppers Crossing Angling Club Inc and other clubs as the board deems to be participating clubs from time to time.
• “Relevant documents” means records or other documents, however compiled, recorded or stored, that relate to the incorporation and management of the Club, including membership records, accounts, accounting records and documents relating to transactions, dealings, business or property of the Club;
• “Secretary” means the person appointed or engaged in accordance with rule 17.

3. INTERPRETATION OF RULES (top)

3.1. In these rules words of the singular shall, where the context so admits, imply the plural and vice versa.
3.2. In these rules words implying the masculine gender include the feminine gender and vice versa.
3.3. In these rules, a reference to a statute or a statutory provision shall be deemed to include any statute or statutory provision that amends, extends, consolidates or replaces the same or that has been amended, extended, consolidated or replaced by the same and any orders, regulations, instruments or other subordinate legislation made thereunder.
3.4. If any dispute occurs as to the interpretation of any of the rules or statement of purposes of the Club such dispute shall be referred to the board whose decision shall be binding on all members unless and until such decision is reversed or altered by a special resolution of the members.

4. MEMBERS (top)

The members of the Club shall be:
4.1. Every person who at the adoption of these rules is a member of the Club.
4.2. Every person who on or after the adoption of these rules becomes a member of the Club.
4.3. No person shall become an honorary or temporary member of the Club or be exempted from the obligation to pay the regular subscription for membership of the Club except those possessing the qualifications defined in these rules and the admission or exemption is in accordance with these rules.
4.4. The secretary shall cause to be kept on the Club premises a register of the members setting forth in full the names and addresses of all members of the Club and the date of the latest payment by each member of his or her subscription.

5. CATEGORIES OF MEMBERS (top)

5.1. FOUNDATION MEMBERS
Any member of a foundation club who is over the age of 18 is eligible to be a foundation member.
5.2. HONORARY LIFE MEMBERS
5.2.1. The board may resolve to recommend for honorary life membership any member who has been a member of one foundation club or participating club for a minimum period of 10 consecutive years and who has rendered outstanding service to the Club.
5.2.2. Honorary life membership of any person may be revoked by a majority of members present and voting at a general meeting of the Club.
5.3. PARTICIPATING CLUB MEMBER
Any member of a participating club who is over the age of 18 is eligible to be a participating member.
5.4. SPORTING SECTION MEMBERS
Any person who is registered with a sporting section, or is a member of a sporting section and is over the age of 18 years shall be a sporting section member.
5.5. JUNIOR MEMBERS
5.5.1. The following persons are eligible to be a junior member of the Club:
• Any member of a foundation club who is under the age of 18 years;
• Any member of a participating club who is under the age of 18 years;
• Any person who is under the age of 18 years and is registered with a sporting section.
5.6. CORPORATE MEMBERS
5.6.1. Any organisation which carries on business may be elected as a corporate member.
5.6.2. The application for election as a corporate member shall be in writing on a form approved by the board from time to time and shall include the name of address of the corporate member’s nominee/s who shall be persons over the age of 18 years who are representatives of the corporate member.
5.6.3. The application shall be delivered to the secretary together with the application fee, if any.
5.6.4. The application shall be referred to the board that shall consider the application at a board meeting and in its discretion decide whether or not to approve the application for corporate membership and the particular nominee/s of the corporate member.
5.6.5. If the board does not approve the application the secretary shall advise the applicant as soon as practicable.
5.6.6. The nominee/s of the corporate members who are approved by the board shall exercise the rights and privileges of the corporate member.
5.7. SOCIAL MEMBERS
5.7.1. Any person over the age of 18 years may apply to be a social member of the Club.
5.7.2. Application for social membership shall be in writing on a form approved by the board from time to time. The application is to be delivered to the secretary and once the appropriate fee, if any, is paid by the applicant to the Club, the applicant becomes a member subject to approval by the board.
5.7.3. The application for social membership is to be referred to the board for approval and the board shall consider the application at the next board meeting and determine whether or not to approve the applicant as a social member of the Club.
5.7.4. If the board does not approve the application, the secretary shall cause a refund of the fee, if any, paid by the applicant to be repaid to the applicant within seven days of such a decision.
5.8. HONORARY MEMBERS
5.8.1. Any person who meets one or more of the following criteria shall be an honorary member for the day/s upon which he/she meets that criteria:
5.8.1.1. Any person who is competing in any match, tournament, game or training session organised by the Club or a foundation club or a participating club and taking place on the Club’s or foundation clubs’ sporting facilities;
5.8.1.2. Any person who is an official or a supporter of any other club and who is attending the Club’s or foundation clubs’ premises in connection with any match, tournament, game or training session;
5.8.1.3. Any person over the age of 18 years who is a member of any club which the board may from time to time determine as providing reciprocal rights and benefits;
5.8.1.4. Any persons or members of staff who are specifically approved by the board for honorary membership.
5.8.2. All honorary members must provide the club with their name and address in a form as required by the board from time to time.
5.8.3. Honorary members shall not be required to pay annual subscriptions.
5.8.4. The secretary shall keep appropriate records of the names and addresses of all honorary members. Such records shall specify the occasion or period in respect of which honorary membership is granted.
5.8.5. The board shall have the power to cancel the membership of any honorary member without notice and without assigning any cause therefore

6. MEMBERS’ PRIVILEGES AND ENTITLEMENTS: (top)

6.1. The following categories of members are full members:
• Foundation members (ie members of the “football club” and the “cricket club” as defined in rule 2)
• Honorary life members Full members enjoy all the rights and privileges of membership including:
6.1.1. Use of the Club’s facilities in accordance with these rules and the by-laws laid down by the board;
6.1.2. To be nominated as candidates for election to the board;
6.1.3. To vote in elections of the board members;
6.1.4. To propose or second the nomination of any other qualified member for election to the board;
6.1.5. To propose the application for membership by any person;
6.1.6. To attend and vote at all general meetings of the Club;
6.1.7. To introduce visitors to the facilities at the Club in accordance with rule 34.
6.2. Participating club and sporting section members (who are not football club or cricket club members) enjoy the same rights and privileges as full members except that they cannot propose nominations or be eligible to be nominated as candidates for election to the board.
6.3. The following categories of members are non-voting members:
• Honorary members
• Junior members
• Corporate members
• Social members
6.4. Non-voting members are entitled to use the Club’s facilities in accordance with these rules and the by-laws laid down by the board from time to time and to introduce visitors to the facilities at the Club in accordance with rule 34.
6.5. Non-voting members have no rights to:
6.5.1. vote in elections of the board;
6.5.2. to be nominated for election as board members and other officers of the Club;
6.5.3. propose or second the nomination of any other qualified member for election to the board;
6.5.4. propose the application for membership by any person
6.5.5. vote at all general meetings of the Club;

7. APPLICATION FOR NEW MEMBERSHIP (top)

7.1. The board shall, from time to time, determine the application process for the following categories of membership,
• Foundation membership
• Participating club membership
• Sporting section membership
7.2. For other categories of membership refer to rule 5 for the application process.
7.3. Until otherwise determined by the board, persons who are registered members of foundation clubs, participating clubs, and sporting sections shall, upon payment of the relevant subscription to the Club be members in the corresponding category of membership:

8. CESSATION OF MEMBERSHIP (top)

8.1. The membership of a foundation member, participating club member or sporting section member ceases upon cessation of the member’s membership of the foundation club, participating club or sporting section.
8.2. Any member may resign membership of the Club by notifying the secretary in writing prior to 31 Oct in the year that the member wishes to resign. If the written notice of resignation is not received prior to 31 Oct in the relevant year, the resigning member shall be liable to pay the annual subscription for the next ensuing financial year.
8.3. If a notice of resignation is stated to be effective prior to 31 Oct in any year, the resigning member shall not be entitled to any refund of fees or subscriptions paid.
8.4. Subject to rule 12.5 if a fee and/or subscription in respect of a member is unpaid within one month of it becoming due, the defaulting member shall cease to be a member.
8.5. A member ceases to be a member if he/she is expelled as a result of disciplinary action in accordance with rule 27.
8.6. If a member ceases to be a member for any reason (including as a result of disciplinary action in accordance with rule 27), the member shall remain liable to pay any subscription or fee due at the time that membership ceases and shall not be entitled to any refund of any subscription or fee paid in advance, unless other wise determined by the board.

9. REJOINING (top)

A member who has ceased to be a member in accordance with rule 8 and subsequently is reelected as a member, shall not be required to pay any entrance fee unless the entrance fee payable at the time of re-election is greater than the entrance fee paid by the member when he/she was originally elected, in which case the re-joining member shall be required to pay the difference between the two amounts, and such difference shall be a “fee” for the purposes of these rules.

10. FUNDS (top)

The funds of the Club shall be derived from fees, annual subscriptions, donations, hospitality operations and such other sources as the board determines.

11. PAYMENTS (top)

All payments on behalf of the Club shall be made by credit card, cheque, or any other means authorised by the board signed by such persons duly authorised by the board from time to time.

12. FEES & SUBSCRIPTIONS (top)

12.1. The application, entrance fee and annual subscription for each category of membership shall be determined by the board from time to time, and the board shall be at liberty to determine that there shall be no application or entrance fee or annual subscription for any particular category of membership.
12.2. Each sporting section shall determine its relevant fees and subscriptions which shall be levied in addition to those levied by the Club and which fees and subscriptions shall be fees and subscriptions of the Club for the purposes of these rules unless otherwise provided.
12.3. The Club’s annual subscriptions shall be due and payable in advance on 31 Jan in every year and each sporting section’s annual subscriptions shall be due on the date set by the sporting section.
12.4. Subject to the following rule 12.5 if a member fails to pay the relevant fee and/or subscription within one month of it becoming due, the defaulting member shall cease to be a member and shall cease to be entitled to any of the privileges of membership.
12.5. The board may, at its discretion, grant extensions of time for payment of fees and/or subscriptions for all members or particular members, and may reinstate a member who has ceased to be a member by virtue of the previous rule 12.4 upon payment of outstanding fees and/or subscriptions without the requirement for the ceased member to reapply for membership.
12.6. The board may determine that all members or particular members may pay subscriptions and/or fees by instalments and may determine to accept pro rata subscriptions from members who join after the beginning of the financial year.

13. CALLS (top)

13.1. The board shall have power to make calls upon members or categories of members.
13.2. The board shall determine the terms for payment of each call.
13.3. A call shall be a “fee” for the purposes of these rules and non-payment of a call by any member shall be subject to the provisions of sub-rule 12.4.

14. MANAGEMENT (top)

14.1. The affairs of the Club shall be managed by a board of directors consisting of:
• 4 football club representative directors
• 4 cricket club representative directors
14.2. Notwithstanding that the directors are nominated as representatives of a particular foundation club, while serving on the board the directors’ duty is to the Club and not to the particular foundation club which he/she represents.
14.3. The board may, subject to these rules (and in particular rule 14.3.3) and the relevant legislation, exercise all such powers and functions as may be exercised by the Club other than those powers and functions that are required by these rules to be exercised by the members of the Club in general meetings and limiting the foregoing:
14.3.1. The board shall be entitled from time to time to make by-laws for the management of the club and the conduct of the members and guests, such by-laws are to be communicated to the members in a manner determined by the board;
14.3.2. The board has the power to perform all such acts and things as appear to the board to be essential for the proper management of the business and affairs of the Club;
14.3.3. The board shall not, without the prior approval of the members in general meeting dispose of or demise any part of the real property of the club.

15. TERM OF BOARD MEMBERS (top)

15.1. There shall be an annual election for the positions on the board which fall vacant and each person elected to fill such vacancies shall hold the position for a term of two years from his/her election date and shall be eligible for re-election.
15.2. Subject to these rules the term of each board member shall expire at the conclusion of the annual general meeting in the year of their retirement.
15.3. Retiring board members shall be eligible for re-election.

16. ELECTION OF BOARD MEMBERS (top)

16.1. Only full members (ie honorary life members and football club and cricket club members) are eligible to be nominated as candidates for election to the board and candidates must nominate to represent one foundation club of which he/she is a member.
16.2. Nominations of candidates for election to the board:
16.2.1. shall specify which foundation club the candidate is nominating to represent. The candidate must be a member of the club that he/she nominates to represent;
16.2.2. shall be made in writing on a form approved by the board from time to time;
16.2.3. shall contain the name and signature of a proposer and a seconder, neither of whom shall be the candidate and both of whom shall be members of the same foundation club of which the candidate is a representative
16.2.4. shall be accompanied by the written consent of the candidate (which may be endorsed on the form of nomination) and who shall be a member of the foundation club which the candidate is nominated to represent;
16.2.5. for such time as the Club holds a liquor and/or gaming licence, be accompanied by a completed form for approval as an “associated individual” or any other form/s which may be required by law to be lodged in respect of a person associated with a licensed and/or gaming venue unless the candidate already meets the legal requirements of a person association with a such a venue;
16.2.6. shall be delivered to the secretary, together with the form/s referred to in this rule, not less than thirty-five days before the date fixed for the holding of the annual general meeting.
16.3. If the secretary finds that any nomination contains an anomaly or is not accompanied by the form/s required by the previous rule 16.2 the secretary shall notify the person concerned of the anomaly and where it is practicable to do so, shall give the person concerned the opportunity of remedying the anomaly within a reasonable period, notwithstanding that the date for submission of nominations may have already passed but no later than 21 days before the annual general meeting.
16.4. Subject to rule 16.12 if insufficient nominations are received to fill all vacancies on the board, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
16.5. Subject to rule 16.12 if the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
16.6. If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held in accordance with these rules.
16.7. In the event of a ballot being required the secretary shall cause a list of the persons nominated for election to the board to be displayed in a conspicuous place at the club’s premises for a period of at least twenty one days prior to the annual general meeting in the year of the election.
16.8. In the event of a ballot being required the ballot shall be conducted as follows:
16.8.1. The board shall appoint a returning officer who is not a candidate or board member (“the returning officer”);
16.8.2. Ballot papers containing the names of all the candidates and the foundation club which they have nominated to represent shall be prepared by the secretary and made available to each member eligible to vote in elections;
16.8.3. The voting member shall complete the ballot paper and the completed ballot paper shall be returned to the secretary no later than the time during the annual general meeting when the returning officer counts the votes.
16.8.4. For the avoidance of doubt, while the candidate proposer and seconder must be members of the relevant foundation club or be an honorary life member, all members of the Club who are eligible to vote shall vote for each board member, and not just for the board member/s who are to represent the foundation club of which the candidate is a member.
16.8.5. the returning officer shall count the votes cast for each candidate and shall, despite any minor defects, attempt to give effect to each vote cast
16.9. Subject to rule 16.12 the candidates receiving the highest number of votes shall be elected.
16.10. In the event of two or more candidates receiving an equal number of votes for the same position, the returning officer shall decide the winner by lot.
16.11. Where an insufficient number of nominations has been received, the Chairman of the annual general meeting shall call for nominations from the floor of the annual general meeting and conduct a ballot in such appropriate manner as the board shall determine subject to the following sub-rule 16.12.
16.12. The provisions in this rule 16 are to be applied to ensure that the composition of the board complies with rule 14.1.

17. ELECTION OF OFFICE BEARERS (top)

17.1. As soon as practicable after the conclusion of the annual general meeting each year the board shall convene a meeting, the only business of which shall be the election of office
bearers for the following year.
17.2. The Chair of the meeting referred to in rule 17.1 shall be determined by a vote of the board members present and in the event of there being a tie in the vote for Chair, the Chair shall be determined by lot between the board members who have tied.
17.3. The Chair shall call for nominations from the board members for the following office bearers:
• President
• Vice president
• Treasurer
• Secretary
17.4. The nominators and the nominees for office bearers must be current board members at the time of the meeting referred to in rule 17.1.
17.5. The ballot for election of the office bearers shall be conducted in such reasonable manner as the Chair shall determine subject to the following rules 17.6 and 17.7.
17.6. At any one time there shall be no more than 2 office bearers representing each foundation club.
17.7. Board members who are unable to be present at the meeting referred to in rule 17.1 shall be entitled to nominate another board member to be an office bearer and to be nominated to be an office bearer, and shall be entitled to register a vote for the election of office bearers by any reasonable means.
17.8. Subject to these rules, office bearers shall hold office until the conclusion of the annual general meeting following their election and shall be eligible for re-election.

18. CASUAL VACANCIES (top)

18.1. For the purpose of these rules, a casual vacancy occurs in the position of a board member if:
18.1.1. the board member ceases to be a member of the Club;
18.1.2. the board member has his/her membership of the Club suspended in accordance with rule 27;
18.1.3. the board member is absent from three consecutive meetings of the board without apology;
18.1.4. the board member resigns his/her position by notice in writing given to the secretary;
18.1.5. the board member is removed from the board in accordance with these rules by the members at a general meeting and the members do not appoint a replacement board member at that general meeting;
18.1.6. the board member is removed from the board in accordance with rule 20 (conflict of interest)
18.1.7. the board member’s position is not filled at an election or subsequent ballot at the annual general meeting held in accordance these rules;
18.1.8. during any time that the Club holds a gaming venue operator’s licence or a liquor licence –
18.1.8.1. if, within three months of the board member’s election or appointment, he/she fails to be approved by the VCGR as an associated individual or to meet the legal requirements of persons associated with an organisation that holds a gaming venue operator’s and/or liquor licence;
18.1.8.2. if at any time during his/her term the board member becomes ineligible to be a person associated with any organisation that holds a gaming venue operator’s licence or a liquor licence.
18.2. In the event of a casual vacancy occurring in the position of a board member the board may appoint a member of the Club who is eligible for election to the board and whose appointment does not offend against rule 14.1 to fill the vacancy and the member so appointed shall hold the position for the remainder of the term that the vacating board member would have served.
18.3. A member appointed in accordance with the previous rule 18.2 shall be a member of the same foundation club as the vacating member represented.
18.4. In the event of a casual vacancy occurring in the position of an office bearer the board may appoint a board member of the Club whose appointment does not offend against rule 17.6 to fill the vacancy and the member so appointed shall hold office until the conclusion of the next annual general meeting.

19. REMOVAL OF BOARD MEMBER (top)

19.1. The members in a general meeting may by resolution remove any board member before
the expiration of his/her term and appoint another member in his/her stead to hold office
until the expiration of the term of the first-mentioned member.
19.2. Any member appointed to the board in accordance with rule the previous 19.1 shall be a
member of the same foundation club as the member who is removed in accordance with
the previous rule 19.1.
19.3. In the event that a board member is removed in accordance with the rule 19.1, the removal
of the board member is not invalidated by the fact that the members did not appoint
another member to the board, and in the event that another member is not appointed to the
board, a casual vacancy shall exist for the board position.
19.4. A board member to whom a resolution referred to in rule 19.1 is directed may make
representations in writing to the secretary, which shall not exceed a reasonable length, and
the secretary shall ensure that a copy of the representations is sent to each member of the
Club who is entitled to vote at general meetings and/or the board member may require that
the representations are read to the members at the general meeting prior to the members
voting on the resolution to remove the board member.

20. CONFLICT OF INTEREST (top)

20.1. Subject to the following rule 20.2, the position of a board member shall become vacant if
the board member has a material personal interest in a matter that relates to the affairs of
the Club (“the interest”); and
20.1.1. the board member fails to declare the interest as soon as the board member
becomes aware of the interest, or
20.1.2. the board member is aware of the interest and votes on an issue that relates
to the interest at a board meeting or general meeting.
20.2. The position of a board member becomes vacant in accordance with rule 20.1 only when
the board members who do not have the interest resolve that the board member’s position
should be vacated.

21. MEETINGS OF THE BOARD (top)

21.1. The board shall hold meetings on a periodic basis as often as necessary.
21.2. Board meetings may be convened in any way approved by the board, and attendance may
be by telephone or conference call or such other reasonable means as agreed by the
board.
21.3. Any two board members may require the secretary to convene a special meeting of the
board, and the secretary shall on the requisition of two board members convene a special
meeting of the board.
21.4. No business shall be transacted at any meeting unless each board member has been
given reasonable notice of the meeting.
21.5. Any five board members shall constitute a quorum for the transaction of the business of a
meeting of the board.
21.6. No business shall be transacted unless a quorum is present and if within half an hour of the
time appointed for the meeting a quorum is not present the Chairman shall adjourn the
meeting to an appropriate time and place unless the meeting was a meeting requisitioned
by a board member pursuant to rule 21.3 in which case it lapses.
21.7. In the event that a meeting is adjourned in accordance with the rule 21.6, each board
member shall be notified of the place and time for the meeting.
21.8. At meetings of the board:
21.8.1. the president, or in his/her absence the vice-president, shall preside; or
21.8.2. if the president and the vice-president are absent, such one of the remaining
board members as may be chosen by the members present shall preside.
21.9. Questions arising at a meeting of the board or of any sub-committee appointed by the
board shall be determined on a show of hands or, if demanded by two members, by a poll
taken in such manner as the person presiding at the meeting may determine. The person
presiding over the meeting shall have a deliberative and casting vote.
21.10. Subject to the requirement for a quorum the board may act notwithstanding any vacancy on
the board.

22. VALIDATING ACTS OF THE BOARD (top)

All acts done by any meeting of the board or a sub-committee of the board or by any person
acting as a board member shall, notwithstanding that it is afterwards discovered that there was
some defect in the appointment of any such person or persons acting as aforesaid or that they or
any of them were disqualified, be as valid as if any such person had been duly appointed and
was qualified to be a board members.

23. INDEMNITY (top)

23.1. No board members or members of sub-committees shall be liable to the Club for any loss
or expense not applicable to his/her own dishonesty or to the wilful commission by him/her
of an act known by him/her to be a breach of trust or breach of duty.
23.2. To the full extent allowed by the law, the board and each board member and each member
of a sub-committee shall be indemnified by the Club from and against any liability, loss or
damage caused to or incurred by the board, board member or member of a sub-committee
by reason of the bona fide exercise by that person of any of the duties, powers or privileges
conferred or imposed on him/her by these rules or any amendment thereof.

24. SECRETARY, MANAGER & PUBLIC OFFICER (top)

24.1. The board shall be empowered (but not obliged) to engage a manager on terms and
conditions that the board considers appropriate and who shall be required to act diligently,
honestly and faithfully in the best interests of the Club and carry out the directions of the
board and who shall be the Club’s public officer for the purposes of the Associations
Incorporation Act 1981.
24.2. Without limiting the previous rule 24.1, in particular the manager shall perform all the duties
assigned to the secretary in these rules.

25. SUB-COMMITTEES (top)

25.1. The board may from time to time appoint any sub-committees consisting of persons who
are members and may delegate to the sub-committees such of the powers or duties of the
board as the board may determine.
25.2. The board may recall or revoke any appointment or delegation made in accordance with
rule 25.1.
25.3. The business of sub-committees shall be conducted in accordance with the direction of the
board and sub-committees shall conform to any regulations that may be prescribed by the
board.
25.4. All sub-committees shall report to the board and decisions of a sub-committee shall be
subject to confirmation of the board except where the sub-committee has been given
express power to act by the board.
25.5. The president shall be an ex-officio member of all sub-committees.

26. SPORTING SECTIONS (top)

26.1. The board shall be empowered to establish sporting sections to promote particular sports
that the Club sponsors and to be responsible for the conduct of the particular sports.
26.2. Each sporting section shall be governed by its own rules, which rules shall be required to
be approved by the board.
26.3. The operations of each sporting section shall be subject to the direction of the board, and
in particular all financial dealings of the sporting sections shall be subject to direction of the
board, including the collection and expenditure of funds and the conduct of bank accounts.
26.4. Without in any way limiting the meaning of rule 26.3 sporting sections are not separate
entities from the Club and shall not register separately for incorporation or GST and shall
not own any property in their own right.
26.5. All sporting sections shall report to the board and decisions of a sporting section shall be
subject to confirmation by the board except where the sporting section has been given
express power to act by the board or by these rules.
26.6. Sporting sections shall be entitled to discipline members by withdrawing members’ rights to
participate in the particular sport providing that the sporting section affords the member to
be disciplined procedural fairness and the sporting section complies with its own rules
governing the discipline of members.
26.7. Membership of a sporting section shall be conferred in accordance with the rules of the
particular sporting section and members of the sporting sections shall be sporting section
members.
26.8. Sporting section members shall be entitled to apply for and be accepted as members in
any other category of membership for which they qualify concurrently with sporting section
membership.

27. DISCIPLINING A MEMBER (top)

27.1. If the manager (or his/her delegate) considers that a member has refused or neglected to
comply with these club rules or been guilty of conduct unbecoming of a member or
prejudicial to the interests of the Club the manager may determine the member should be
barred from attending at the Club premises for a period of not more than seven days and
the manager shall provide the “information” to the board in accordance with the following
rule.
27.2. If the board or a board member receives information, in writing, orally or otherwise (the
“information”), alleging that a member:
27.2.1. has refused or neglected to comply with these rules; or
27.2.2. has been guilty of conduct unbecoming of a member or prejudicial to the
interests of the Club;
the board shall convene a disciplinary sub committee meeting to consider the information
27.3. Members of the disciplinary sub-committee shall not be members of the board and shall be
independent of the persons involved in the information.
27.4. If after considering the information the disciplinary sub-committee decides that the
information requires further consideration, the disciplinary sub-committee shall consider the
information at a meeting of the disciplinary sub-committee with the prospect of sanctioning
the member.
27.5. If the disciplinary sub-committee decides that the information requires further consideration
and convenes a meeting in accordance with rule 27.4, the disciplinary sub-committee shall:
27.5.1. give the member notice that the disciplinary sub-committee intends to
consider the information at a disciplinary sub-committee meeting with the
prospect of sanctioning the member;
27.5.2. convene the disciplinary sub-committee meeting no sooner than seven days
after the member has been served with the notice referred to in rule 27.5.1.
27.6. The notice referred to in rule 27.5.1 shall:
27.6.1. advise the member that the disciplinary sub-committee will consider the
information;
27.6.2. contain a copy or a précis of the information;
27.6.3. state the date, place and time of that meeting;
27.6.4. state that the member may:
27.6.4.1. attend that meeting with or without representative/s and address the
disciplinary sub-committee and/or
27.6.4.2. give to the disciplinary sub-committee before the date of that meeting a
written statement;
27.6.5. contain a copy of the discipline procedure set out in this rule 27.
27.7. At the meeting of the disciplinary sub committee held in accordance with rule 27.4.2, the
disciplinary sub-committee shall:
27.7.1. give to the member an opportunity to be heard on the substance of the
information and the sanction to be imposed on the member;
27.7.2. give due consideration to the member’s written or verbal representations;
27.7.3. by resolution determine whether the member should be sanctioned and if so
decide to;
27.7.3.1. expel the member from the Club;
27.7.3.2. suspend the member from membership of the Club for a specified period;
or
27.7.3.3. impose any appropriate requirement or restriction on the member.
27.8. If the disciplinary sub committee resolves to impose a sanction on the member, the
disciplinary sub-committee shall as soon as possible after the meeting give notice to the
member:
27.8.1. stating the resolution of the disciplinary sub committee;
27.8.2. that the member may, not later than 7 days after receipt of the notice, give the
secretary a notice to the effect that he/she wishes to appeal to the board
against the resolution;
27.8.3. that if he/she chooses to appeal the resolution he/she may:
27.8.3.1. attend the appeal meeting at which the appeal will be heard; or
27.8.3.2. give to the board before the date of that meeting a written statement
seeking revocation/alteration of the resolution and the grounds for the
revocation/alteration.
27.9. Where the secretary receives notice under rule 27.8.2 the secretary shall notify the board
and the board shall convene a board meeting to be held within fourteen days after the date
on which the secretary received the notice.
27.10. The sanction imposed shall be effective during the period between the disciplinary subcommittee
resolution and the board meeting to consider the appeal.
27.11. At the board meeting convened under rule 27.9:
27.11.1. no business other than the question of the appeal shall be transacted;
27.11.2. the board may consider the details of the grounds for the resolution and the
reasons for the passing of the resolution;
27.11.3. the member shall be given an opportunity to be heard, or in the absence of
the member the board shall read to the appeal meeting any written statement
submitted prior to the meeting by the member; and
27.11.4. the board members present shall vote on the question whether the resolution
should be confirmed or revoked.
27.11.5. the rules of natural justice will be applied (and in particular any board member
who has a conflict of interest shall not attend the meeting).
27.12. If at the board meeting:
27.12.1. the board members confirm of the resolution in accordance with rule 21.9, the
resolution is confirmed;
27.12.2. in any other case, the resolution is revoked.
27.13. In the event that the board members vote at the board meeting to revoke the resolution of
the disciplinary sub committee, the board members may resolve that the member has
refused or neglected to comply with these rules or has been guilty of conduct unbecoming
of a member or prejudicial to the interests of the Club and substitute an appropriate
sanction in place of the sanction determined by the disciplinary sub committee.
27.14. Throughout the disciplinary procedure in this rule 27 the board shall observe the principles
of natural justice and shall deal fairly with the member.

28. DISPUTES AND MEDIATION (top)

28.1. The grievance procedure set out in this rule applies to disputes under these rules between:
28.1.1. a member and another member; or
28.1.2. a member and the Club.
28.2. The parties to the dispute must meet and discuss the matter in dispute, and, if possible,
resolve the dispute within fourteen days after the dispute comes to the attention of all of the
parties.
28.3. If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend
that meeting, then the parties must, within ten days, hold a meeting in the presence of a
mediator.
28.4. The mediator must be:
28.4.1. a person chosen by agreement between the parties; or
28.4.2. in the absence of agreement:
28.4.2.1. in the case of a dispute between a member and another member, a person
appointed by the board; or
28.4.2.2. in the case of a dispute between a member and the Club, a person who is a
mediator appointed or employed by ClubsVIC and in the event that
ClubsVIC fails to appoint a mediator, the Dispute Settlement Centre of
Victoria (Department of Justice).
28.5. A member of the Club can be a mediator.
28.6. The mediator cannot be a member who is a party to the dispute.
28.7. The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
28.8. The mediator, in conducting the mediation, must:
28.8.1. give the parties to the mediation process every opportunity to be heard;
28.8.2. allow due consideration by all parties of any written statement submitted by
any party; and
28.8.3. ensure that natural justice is accorded to the parties to the dispute throughout
the mediation process.
28.9. The mediator must not determine the dispute.
28.10 If the mediation process does not result in the dispute being resolved, the parties may seek
to resolve the dispute at law.

29. ANNUAL GENERAL MEETINGS (top)

29.1. There shall be an annual general meeting held not later than five months after the end of
the financial year on such day and at such place as the board determines.
29.2. The annual general meeting shall be specified as such in the notice convening it.
29.3. The ordinary business of the annual general meeting shall be:
29.3.1. to confirm the minutes of the last preceding annual general meeting and of
any general meeting held since that meeting;
29.3.2. to receive from the board reports upon the transactions of the Club during the
last preceding financial year;
29.3.3. to declare the outcome of the election, and conduct a ballot if required for
members of the board in accordance with these rules; and
29.3.4. to receive and consider the financial statement submitted by the Club in
accordance the relevant legislation.
29.4. The annual general meeting may transact special business of which notice is given in
accordance with these rules.
29.5. The annual general meeting shall be in addition to any other general meetings that may be
held in the same year.

30. SPECIAL GENERAL MEETINGS (top)

30.1. All general meetings other than the annual general meeting shall be called special general
meetings.
30.2. The board may, whenever it thinks fit, convene a special general meeting.
30.3. If, but for this sub-rule, more than 18 months would elapse between annual general
meetings, the board must convene a special general meeting before the expiration of that
period.
30.4. One hundred members who are entitled to vote at meetings, convene a special general
meeting of the Club.
30.5. The requisition for a special general meeting shall state the business of the meeting and
shall contain the name and the signature of the members making the requisition and be
delivered to the secretary and may consist of several documents in a like form, each signed
by one or more of the members making the requisition.
30.6. If the board does not cause a special general meeting to be held within six weeks after the
date on which the requisition is delivered to the secretary, the members making the
requisition, or any of them, may convene a special general meeting to be held not later
than three months after the date on which the requisition is delivered.
30.7. A special general meeting convened by members in pursuance of these rules shall be
convened in the same manner as nearly as possible as general meetings convened by the
board and all reasonable expenses incurred in convening the meeting shall be refunded by
the Club to the persons incurring the expenses.

31. NOTICE OF MEETINGS (top)

31.1. In the case of annual general meetings the secretary must provide a preliminary notice in
accordance with rule 31.2. The preliminary notice is in addition to the notice referred to in 31.3.
31.2. The secretary shall at least forty five days prior to the date fixed for the annual general
meeting in each year issue a preliminary notice advising members of:
31.2.1. the place date and time of the annual general meeting;
31.2.2. the number of board members to be elected at the annual general meeting and
how to nominate for election as a board member;
31.2.3. the requirement to lodge notice of special business with the secretary at least
twenty eight days prior to the date fixed for the annual general meeting.
31.2.4. The preliminary notice referred to in this rule 31.2 shall be by way of newsletter or
notice posted on the notice board or such other manner as the board determines.
31.3. In the case of both annual general meetings and special general meetings the secretary
shall, at least twenty one days before the date fixed for holding a general meeting, cause a
notice of the meeting to be posted on the notice board in the Club house and may serve
on all members eligible to vote.
31.4. The notice of general meeting shall state the place, date and time of the meeting and the
nature of the business to be transacted at the meeting.
31.5. No business other than that set out in the notice convening the meeting shall be transacted
at the meeting.
31.6. A member desiring to bring any business before a meeting may give notice of that business
in writing to the secretary at least twenty eight days prior to the meeting, and the secretary
shall include that business in the notice calling the next general meeting after the receipt of
the notice.

32. PROCEEDINGS AT MEETINGS (top)

32.1. All business that is transacted at a special general meeting and all business that is
transacted at the annual general meeting, with the exception of that specially referred to in
these rules as being the ordinary business of the annual general meeting, shall be deemed
to be special business.
32.2. No item of business shall be transacted at a general meeting unless a quorum of members
entitled under these rules to vote is present during the time when the meeting is
considering that item.
32.3. Twenty members personally present (being members entitled under these rules to vote at a
general meeting) constitute a quorum for the transaction of the business of a general
meeting.
32.4. If within half an hour after the appointed time for the commencement of a general meeting,
a quorum is not present, the meeting if convened upon the requisition of members shall be
dissolved and in any other case shall stand adjourned to the same day in the next week at
the same time and at the same place – unless another place or time is specified by the
Chairman at the time of the adjournment and by written notice to members given before the
day to which the meeting is adjourned – and if at the adjourned meeting the quorum is not
present within half an hour after the time appointed for the commencement of the meeting,
the members present (being not less than ten) shall be a quorum.
32.5. The president, or in his absence, the vice-president, shall preside as Chairman at each
general meeting of the Club.
32.6. If the president and the vice-president are absent from a general meeting, the members
present shall elect one of their number to preside as Chairman at the meeting.
32.7. The Chairman of a general meeting at which a quorum is present may, with the consent of
the meeting, adjourn the meeting to a time and place agreed by the meeting, but no
business shall be transacted at an adjourned meeting other than business left unfinished at
the meeting at which the adjournment took place.
32.8. Where a meeting is adjourned for fourteen days or more, a notice of the adjourned meeting
shall be given as in the case of the general meeting.
32.9. Except as provided in rule 32.8, or when the time and place for the adjourned meeting is
not agreed upon at the meeting, it is not necessary to give notice of an adjournment or of
the business to be transacted at an adjourned meeting.
32.10. A question arising at a general meeting of the Club shall be determined on a show of
hands and unless before or on the declaration of the show of hands a poll is demanded, a
declaration by the Chairman that a resolution has, on a show of hands, been carried or
carried unanimously or carried by a particular majority or lost, and an entry to that effect in
the minute book of the Club is evidence of the fact, without proof of the number or
proportion of the votes recorded in favour of, or against, that resolution.
32.11. Upon any question arising at a general meeting of the Club, each member in attendance or
his/her proxy has one vote only, except in the event of an equality of votes when the
Chairman shall have a second or casting vote.
32.12. All votes shall be given personally or by proxy.
32.13. If at a meeting a poll on any question is demanded by not less than two members, it shall
be taken at that meeting, in such manner as the Chairman may direct and the resolution of
the poll shall be deemed to be a resolution of the meeting on that question.
32.14. A poll that is demanded on the election of a Chairman in accordance with rule 32.6 or on a
question of an adjournment shall be taken forthwith and a poll that is demanded on any
other question shall be taken at such time before the close of the meeting as the Chairman
may direct.
32.15. If a member in attendance at a general meeting either personally or by proxy abstains from
voting on a resolution, his/her vote will not be included in the calculation of whether the
required majority was in favour of the resolution.
32.16. A member is not entitled to vote at any general meeting unless all subscriptions and fees
due and payable to the club have been paid.

33. PROXY VOTING (top)

33.1. A member may appoint any other member who is eligible to vote to act as proxy for the first
mentioned member by completing a form approved by the board from time to time.
33.2. Proxies shall be entitled to vote upon any question arising at a general meeting or an
adjourned.
33.3. A member shall be entitled to instruct his/her proxy to vote in favour of or against any
proposed resolutions. In the absence of such instruction, the proxy may use his/her
reasonable discretion and vote as he/she thinks fit.

34. VISITORS TO THE CLUB (top)

34.1. Where it is stipulated in these rules and subject to any by-laws, members shall be entitled
to introduce visitors to the Club as guests of the members.
34.2. A visitor shall not be supplied with liquor on the Club premises unless the visitor is:
34.2.1. a guest in the company of a member; or
34.2.2. an authorised gaming visitor (as defined in the Liquor Control Reform Act
1998).
34.3. An authorised gaming visitor to the club must:
34.3.1. produce evidence of his/her residential address before being admitted to the
licensed premises of the Club;
34.3.2. carry identification at all times whilst on the licensed premises of the Club;
34.3.3. comply with all relevant rules and by-laws of the Club whilst on the licensed
premises of the Club.

35. VISITORS’ REGISTER (top)

35.1. The Club shall maintain a visitors’ register recording the name of each visitor to the Club,
the date of admission and whether the visitor was:
35.1.1. introduced as a guest of member – in which case the register shall record the
name of the member and the name of the introducing member; OR
35.1.2. an authorised gaming visitor – in which case the register shall record the
residential address of the visitor.

36. COMMISSIONS, ALLOWANCES AND REMUNERATION (top)

36.1. No board member, member, employee or agent of the club may receive any payment of
any amount by way of commission or allowance from the club’s receipts for the supply of
liquor.
36.2. No board member shall be paid any remuneration or commission for his services to the
Club, but the board shall have the power to grant an honorarium to a board member of
such amount as it deems appropriate.
36.3. No member shall receive any dividend or profit whatsoever from the Club other than
remuneration for services or product provided, or honorarium for work done as approved by
the board in accordance with these rules, or salary or wages paid to employees.

37. ALTERATION OF RULES AND STATEMENT OF PURPOSES (top)

37.1. No alteration or addition to these rules and statement of purposes shall be made except by
means of a special resolution at a general meeting where twenty one days notice of the
intention to propose the resolution has been forwarded to each member entitled to vote at
that meeting.
37.2. The resolution of the special general meeting shall be passed by a majority of threequarters
of the members present and entitled to vote.
37.3. An alteration of the statement of purposes or the rules does not take effect unless and until
it is approved by the relevant authority.

38. NOTICES (top)

38.1. Unless otherwise provided in these rules, a notice may be served by or on behalf of the
Club upon any member either personally or by sending it by post to the member at his
address shown in the register of members.
38.2. Where a document is properly addressed, pre-paid and posted to a person as a letter, the
document shall, unless the contrary is proved, be deemed to have been given to the
person at the time at which the letter would have been delivered in the ordinary course of
post.

39. WINDING UP OR CANCELLATION (top)

39.1. The members at a general meeting may, by special majority of the members present, pass
a resolution for the dissolution of the Club.
39.2. Such resolution shall have no effect unless:
39.2.1. the resolution is confirmed at a special general meeting held not less than one
month after the meeting referred to in the previous rule 39.1;
39.2.2. not less than one-half of the members of the Club entitled to vote are present
and voting at the special general meeting; and
39.2.3. not less than three-quarters of those present and voting at the special general
meeting vote in favour of the resolution.
39.3. If the conditions set out in the previous rule 39.2 are met, the board shall proceed to realise
the property of the Club and after the discharge of all liabilities shall proceed to allocate all
moneys to local charitable organisations as specified by the majority of members at the
general meeting referred to in rule 39.1 and after completion of distribution the Club shall
be dissolved.

40. CUSTODY OF RECORDS (top)

40.1. Except as otherwise provided in these Rules, the secretary shall keep in his/her custody or
under his/her control (where practicable on the Club’s premises), all books, documents and
securities of the Club.
40.2. All relevant documents shall be available upon written request to the board for inspection
by members for purposes related to the good conduct of the Club, which purposes are set
out in the request.
40.3. The board shall determine whether the request made by the member is for a purpose
related to the good conduct of the club and may refuse a member access to any relevant
documents if it deems that the request is not, in the opinion of the board, related to the
good conduct of the Club.
40.4. At the expiration of his/her term or earlier if directed to do so by the board, any board
member shall return to the Club any property belonging to the Club , including but not
limited to any documents, records, financials, equipment, memorabilia keys, computers.

41. COMMON SEAL (top)

41.1. The common seal of the Club shall be kept in the custody of the secretary.
41.2. The common seal shall not be affixed to any instrument except by the authority of the
board and the affixing of the common seal shall be attested by the signatures of two board
members of the Club.

42. TRANSITIONAL PROVISIONS (top)

42.1. Immediately after the adoption of these rules the board will allocate members to
appropriate categories in accordance with rule 5.
42.2. Immediately after the adoption of these rules the board shall consist of the board members
who were board members at the time of adoption of these rules and each board member
shall continue as a board member for the term set out in the following rules 42.3 and 42.4.
42.3. Subject to rule 42.5, at the conclusion of the 2009 annual general meeting 2 cricket club
representative board members shall retire and 2 football club representative board
members shall retire, and there shall be an election for their positions in accordance with
rules 16 & 17.
42.4. At the conclusion of the 2010 annual general meeting the board members who were board
members immediately after the adoption of these rules, and who did not retire in 2009, will
retire, and there shall be an election for their positions in accordance with rules 16 and 17.
42.5. The board shall determine which two cricket club representatives and which two football
club representatives shall retire in 2009.