ASSOCIATIONS INCORPORATION ACT 1985 (SA)
Broomball Association of South Australia Constitution
Last Updated: February 2014
TABLE OF CONTENTS
ASSOCIATIONS INCORPORATION ACT 1985 (SA)
Association of South Australia
name of the incorporated association is "Broomball
Association of South Australia"
this Constitution unless the contrary intention appears:
means the Associations
Act 1985 (SA).
Member” means a
Club or an RSO which is admitted as an Affiliate Member under clause
means a meeting of the kind described in clause 18.1(a).
a director appointed under clause 12.
means the body consisting of the Directors and constituting the
committee for the purposes of the Act.
means a club that enters teams in a competition in the Sport.
means this constitution of the Association.
means, in respect of an Affiliate Member, the person for the time
being appointed as the Affiliate Member's delegate under clause 20.1(b).
means a member of the Board and includes Elected Directors and
Appointed Directors and any person acting in that capacity from time
to time appointed in accordance with this Constitution.
a director appointed under clause 11.
year” means the
year ending on the next 30 June following incorporation and
thereafter a period of 12 months commencing on 1 July and ending on
30 June each year.
Meeting” means a
general meeting of Members and includes the Annual General Meeting or
any Special General Meeting.
Member” means a
person admitted as a member of the Association under clause 5.
all rights subsisting in copyright, business names, names, trademarks
(or signs), logos, designs, equipment including computer software,
images (including photographs, videos or films) or service marks
relating to the Association or any activity of or conducted, promoted
or administered by the Association in South Australia.
Member” means an
individual appointed as a life member of the Association under clause
means a member for the time being of the Association.
means the objects of the Association in clause 2.
at a meeting of Members, a resolution
passed at a General Meeting by a majority of Members present,
entitled to vote and voting; or
at a meeting of the Board or a committee
of the Board, a resolution passed by a majority of those present,
entitled to vote and voting.
means persons who
participate in the Sport whether as players, coaches, umpires or
means a rule, regulation, by-law or policy made by the Board under
means a regional
association that conducts competitions in the Sport.
means the common seal of the Association.
means a general meeting of Members convened in accordance with clause
at General Meeting of the Members if:
at least 21 days written notice
specifying the intention to propose the resolution as a special
resolution has been given to all Members; and
it is passed at a duly convened meeting of
the Members by a majority of not less than three-quarters of
Members present, entitled to vote and voting.
means the sport of Broomball.
a reference to a function includes a
reference to a power, authority and duty;
a reference to the exercise of a function
includes, where the function is a power, authority or duty, a
reference to the exercise of the power or authority of the
performance of the duty;
words importing the singular include the
plural and vice versa;
words importing any gender include the
persons include corporations and bodies
references to a person include the legal
personal representatives, successors and permitted assigns of that
a reference to a statute, ordinance, code
or other law includes regulations and other statutory instruments
under it and consolidations, amendments, re-enactments or
replacements of any of them (whether of the same or another
legislative authority having jurisdiction); and
unless the contrary intention appears, a
requirement that something is in writing will be met if it is
produced by electronic, photographic, lithographic or other means
by which it can readily be read and reproduced.
this Constitution requires or permits a decision to be made or a
resolution to be passed by a General Meeting, the Board or a
sub-committee of the Board, the decision may be made or the
resolution may be passed by Ordinary Resolution unless either this
Constitution or the Act requires otherwise.
Words and phrases which are defined in the
Act and which are not specifically defined in clause 2.1 above
have the same meanings in this Constitution as they do in the Act.
Model rules under the Act are expressly
displaced by this Constitution.
OF THE ASSOCIATION
The Objects of the
Association are to:
encourage, promote, advance and administer
the Sport throughout South Australia;
arrange, conduct and regulate competitions
in the Sport;
affiliate with the NSO and act as its
South Australian affiliated member;
maintain and enhance the reputation of the
Sport and the standards of play and behaviour
of Participants; and
undertake and or do other things or
activities which are necessary, incidental or conducive to the
advancement of these Objects.
OF THE ASSOCIATION
furthering the Objects, the Association has:
the specific rights, powers and privileges
conferred on it by section 25 of the Act; and
in addition, all the powers it would have
if it were a company incorporated under the Corporations Act
Members of the Association consist of:
Affiliate Members; and
Admission of Members
Subject to clause 5.6, a candidate for
membership must apply to the Board in writing.
The application must:
in a form approved by the Board;
full particulars of the name and address and contact details of
the category of membership for which the applicant is applying;
any other information prescribed by Regulation for an application
for membership in that category.
to accept or reject application
The Directors may accept or reject an
application whether the applicant has complied with the
requirements in clause 5.2 or not. The Directors are not
required, nor can they be compelled to provide, any reason for
Membership begins on the later to occur
of the application by the Directors; or
of any fees payable by the new Member.
Life Membership is the highest honour that
can be bestowed by the Association for longstanding and valued
service to the Sport in South Australia.
Any Member may recommend a person for Life
Membership by notice in writing to the Board. A recommendation
made under this clause must include a written report outlining the
history of services of the nominee.
A person may be appointed a Life Member
only by Special Resolution put to an Annual General Meeting by the
A Life Member has the right to receive
notice of General Meetings and to be present and to debate but not
to vote at General Meetings.
A Life Member cannot be required to pay
fees or subscriptions (other than fees that are required to be
paid by a Participant in his or her capacity as a Participant).
A Club or RSO
may apply to the Board for admission to membership as an Affiliate
To be, or remain, eligible for Affiliate
Membership, a Club or RSO must be incorporated or be in the
process of incorporation.
An Affiliate Member has the right to
receive notice of General Meetings and to be present, debate and
vote at General Meetings.
Each Affiliate Member is taken, by virtue
of that membership, to have agreed:
it recognises the Association as the authority for the Sport in
South Australia and the NSO as the national authority for the
it will submit an up-to-date copy of its constituent documents to
the Board as and when requested by the Board or required by the
it will conscientiously attend General Meetings;
it will maintain, in a form acceptable to the Association, a
register of its members and provide a copy of the register to the
Board on request by the Board; and
if requested by the Association, it will provide the Association
with copies of its audited accounts, annual financial reports and
other associated documents as soon as practicable following the
Affiliate Member’s annual general meeting.
If an Affiliated Member is not
incorporated at the time of applying for membership, the process
of incorporation must be completed within one year of applying for
membership. If it is not, its membership will lapse but it may
reapply on becoming incorporated.
Member must have constituent documents which:
reflect the Objects; and
with this Constitution, the Regulations and the Constitution and
policies of the NSO.
An individual who is a Participant or who
has an interest in the Sport may apply to be an Individual Member.
Member that is a Club must apply for each of its Participants who
represent the Club in competition in any way to be an Individual
Member and may apply for any of its other members to be an
An application under clause 5.6(b) must be
signed by both the applicant Participant and the Affiliate Member.
An Individual Member has the right to
receive notice of General Meetings and to be present but not to
debate or vote at General Meetings. Notice given to an Affiliate
Member is taken to be notice to all of the members and
Participants of that Affiliate Member.
treat all staff, contractors and
representatives of the Association and the NSO with respect and
courtesy at all times;
maintain and enhance the standards,
quality and reputation of both the Association and the Sport;
not act in a manner unbecoming of a Member
or prejudicial to the Objects or the interests or reputation of
the Association, the NSO or the Sport; and
in the case of an Affiliate Member:
reasonable steps to prevent any of its members or any Participant
associated with it from acting in a way that is likely to bring
the Association, the NSO or the Sport into disrepute or which
might adversely affect or derogate from the standards, quality
and reputation of Sport and its maintenance and development; and
reasonable steps to discipline appropriately any of its members
or any Participant associated with it if the member or
Participant acts in such a way.
The Association must keep and maintain a
register of Members in accordance with the Act.
In addition to the information required by
the Act, the Register may contain such other information as the
Board considers appropriate.
Members must provide the Association with
the details required by the Association to keep the register
complete and up to date.
This Constitution constitutes a contract
between each of the Members and the Association and each Member is
bound by this Constitution and the Regulations.
Each Member is bound by the NSO
constitution and regulations.
Member ceases to be a Member of the Association if:
the Member dies;
the Member is dissolved, wound up or
the Member resigns from membership in
accordance with clause 6.2; or
in the case of
an Individual Member admitted to membership under clause 5.6(b):
Member ceases to be a member
of an Affiliate Member or ceases to be a Participant who
represents an Affiliate Member in competition; or
Affiliate Member who applied for that Individual Member to be
admitted to membership of the Association ceases to be an
Affiliate Member; or
the Member is expelled from the
Association under clause 6.3.
A Member may resign from membership of the Association on one month's
notice in writing to the Association. A resigning Member is liable
for any outstanding fees or subscriptions which may be recovered as a
debt due to the Association.
clause 6.3(c) but despite anything contained in any Regulation
made under clause 7.1(a), the Board may expel a Member from
membership of the Association if, in the opinion of the Board, the
Member has materially breached any of its obligations under this
Constitution or the Regulations.
The Board may, in its discretion, convene
a judiciary committee under clause 7.1(c) to hear and determine an
allegation that a Member has materially breached one or more of
its obligations under this Constitution or the Regulations and to
make recommendations to the Board about the appropriate
consequences of its findings. The Board may rely on the findings
and recommendations of the judiciary committee.
A member may
not be expelled under clause 6.3(a) unless the Member has
been afforded natural justice.
Member who ceases to be a Member must not thereafter use any property
of the Association (including, without limitation, its Intellectual
Property) and must immediately return to the Association all of the
Association's documents, records or other property in the possession,
custody or control of the former Member.
may be Reinstated
this clause 6 prevents a former Member from applying for
readmission to Membership but, in considering the readmission
application the Board is entitled to take into account the facts
and circumstances in which the prior membership (or memberships)
Membership which has ceased under this
clause 6 may be reinstated at the discretion of the Board without
an application having been made under clause 6.5(a), with such
conditions as it deems appropriate.
of Membership Fees
fees or subscriptions paid by the former Member may, at the Board's
discretion, be refunded on a pro-rata basis to the Member on
cessation of the membership.
The Board may make Regulations governing the hearing and
determination of disputes, protests or complaints by or against
Members or Participants and any other matter involving the
enforcement of this Constitution or the Regulations against
Members or Participants.
A Regulation made under clause 7.1(a) may:
for one or more judiciary committees or tribunals to hear and
resolve cases falling under clause 7.1(a);
penalties for breaches of this Constitution or the Regulations;
a judiciary committee or tribunal with power to impose penalties;
otherwise prescribe the procedures for dealing with cases
falling under clause 7.1(a).
Regulation made under clause 7.1(a), the Board may itself deal
with any disciplinary matter referred to it or appoint a judiciary
committee to do so.
All proceedings relating to cases falling
under clause 7.1(a) must be conducted according to the rules of
The Board will:
annual membership subscriptions;
such other fees or levies as the Board considers prudent for the
effective and sustainable management of the affairs of the
the time for and manner of payment of the subscriptions, fees and
levies by Members to the Association.
The Board may fix subscriptions, fees or
levies at different rates for different categories of Membership
and may determine that no subscriptions are payable by one or more
of the categories for any year.
The Board may also authorise payment of
subscriptions, fees or levies by instalments for some or all of
the categories of membership and it may prescribe different terms
of instalments for different categories of membership.
On admission to membership a new Member
must pay the current full year’s subscription unless the Board
agrees to accept payment in instalments.
The Board may waive all or part of a
Member's subscriptions, fees or levies and may agree terms of
payment for a Member different from those applicable to other
Members of the same category if the Board is satisfied that there
are special reasons to do so.
OF THE BOARD
Board constitutes the Committee for the purposes of the Act.
powers of Board
Subject to the Act and this Constitution,
the business and affairs of the Association must be managed by the
Board which may exercise the powers of the Association for that
The Board must perform its functions in
the pursuit of the Objects and in the interests of the Association
as a whole, having regard to the Association's position as the
governing body for the Sport in South Australia and therefore as a
custodian of the Sport's reputation in the State.
Board may not cause the Association to disaffiliate from the NSO
without an Ordinary Resolution of the Members in General Meeting.
OF THE BOARD
of the Board
The Board will
up to seven (7) Elected Directors elected
under clause 11; and
up to two (2) Appointed Directors
appointed under clause 12.
Board may allocate portfolios to Directors.
The Board must call for
nominations for Elected Director at least forty-nine (49) days
prior to the Annual General Meeting.
The Board may, when it
calls for nominations, indicate which portfolios on the Board it
wishes to fill, the job descriptions for those portfolios and the
qualifications or experience it considers desirable for those
be in writing;
be in the prescribed form (if any)
provided for that purpose;
be signed by the nominee;
disclose any position the nominee holds in
an RSO or a Club, including as an officer, a Participant, a
Delegate or an employee; and
be delivered to the Association not less
than thirty-five (35) days before the date fixed for the
Annual General Meeting.
If the number
of nominations received for the Board does not exceed the number
of vacancies to be filled, then, subject to clause 11.3(e), those
nominated will be declared elected at the Annual General Meeting.
If there are
insufficient nominations received to fill all vacancies on the
Board, nominations for the remaining Elected Director positions
may be made from the floor of the Annual General Meeting. If the
number of nominations received from the floor does not exceed the
number of vacancies to be filled, then, subject to clause 11.3(e),
those nominated will be declared elected at the Annual General
If at any stage the number of nominations
for the Board exceeds the number of vacancies then to be filled,
an election must be conducted at the Annual General Meeting.
be conducted by secret ballot or in such manner and by such method
as may be determined by the Board from time to time or if the
Board has not made a determination, by the method determined by
the chairperson of the Annual General Meeting.
At the end of
the procedures described in clauses 11.3(a) to 11.3(d) above, any
Affiliate Member may demand a confirmatory vote in which case each
Board Member appointed or elected under the preceding clauses at
that meeting (Prospective Director) must have his or her
appointment or election approved by Ordinary Resolution of the
meeting. If the appointment or election of a Prospective Director
is not approved by the meeting, he or she will not be entitled to
If at the close of the Annual General
Meeting, vacancies on the Board remain unfilled, the vacant
positions will be casual vacancies under clause 13.1.
of Appointment for Elected Directors
Subject to clause 11.4(b), the term of
office of each Elected Director begins at the conclusion of the
Annual General Meeting at which their election occurs.
If the law
requires the Elected Director to have a particular qualification
or clearance (for example, police clearance), the Elected
Director's term will not begin until the qualification or
clearance has been established.
Subject to clause 11.4(d), the term of
office of each Elected Director ends at the conclusion of the
second Annual General Meeting following their election, but the
Elected Director is, subject to clause 11.4(f), eligible for
At least half of the Elected Directors must retire every year. If
the number of Elected Directors whose term ends in any one year
(Retiring Directors) is less than one half of the number of
Elected Directors, then an additional number of the Elected
Directors who are not due to retire (Non-Retiring Directors)
must retire to make up one half.
If the Non-Retiring Directors cannot agree
on which of the Non-Retiring Directors will retire, it will be
determined by ballot.
adoption of this Constitution, no person who has served as an
Elected Director for a period of four (4) consecutive full terms
is eligible for election as an Elected Director until the next
Annual General Meeting following the date of conclusion of their
last term as an Elected Director.
of Appointed Directors
Elected Directors may appoint up to two (2) Appointed Directors.
for Appointed Directors
appointing Appointed Directors, the Elected Directors should have
regard to which personal
skills and experience the Board thinks will complement the Board
The term of office of each Appointed
Director must be fixed by the Elected Directors at the time of the
Appointed Director's appointment but it cannot exceed two (2)
An Appointed Director whose term of office
ends is eligible for re-appointment.
On the board
casual vacancy occurring in the position of Elected Director may be
filled by the remaining Elected Directors. A person appointed to
fill a casual vacancy holds office only until the end of the next
Annual General Meeting irrespective of the term of office of the
person whom he or she replaces.
for Termination of Director
office of a Director becomes vacant if the Director:
becomes bankrupt or makes any arrangement
or composition with her creditors generally;
suffers from mental or physical
is disqualified from office under section
30 of the Act;
resigns his or her office by notice in
writing to the Association;
is absent without the consent of the Board
from meetings of the Board held during a period of six (6) months;
holds any office of employment with the
is directly or indirectly interested in
any contract or proposed contract with the Association and fails
to declare the nature of his or her interest;
in the case of an Appointed Director, is
removed from office by the Elected Directors;
is removed by the Members in General
would otherwise be prohibited from being a
director of a corporation under the Corporations Act 2001
a Director is removed by resolution of the Members, the Director
cannot be reappointed to the Board as an Appointed Director without a
further resolution of Members authorising the appointment.
there are any vacancies on the Board, the remaining Directors may act
but, if the number of remaining Directors is not sufficient to
constitute a quorum at a meeting of the Board, they may act only for
the purpose of increasing the number of Director to a number
sufficient to constitute a quorum.
OF THE BOARD
The Board must meet as often as it
considers necessary in every calendar year for the dispatch of
business (and must meet at least as often as is required under the
Act). Subject to this Constitution, the Board may adjourn and
otherwise regulate its meetings as it thinks fit.
Any Director may at any time convene a
meeting of the Board on reasonable notice to the other Directors.
Director may attend a meeting by telephone or other electronic means
by which he or she can hear and be heard.
to this Constitution, questions arising at any meeting of the Board
may be decided by Ordinary Resolution. Each Director has one (1)
vote on any question. The chair does not have a casting vote.
not in Meeting
clause 14.4(d), the Board may pass a resolution without a Board
meeting being held if all the Directors entitled to vote on the
resolution sign a document containing a statement that they are in
favour of the resolution set out in the document. The resolution
is passed when the last Director signs.
For the purposes of clause 14.4(a),
separate copies of a document may be used for signing by those
entitled to vote if the wording of the resolution and statement is
identical in each copy.
Any document referred to in this clause
may be in the form of a facsimile or electronic transmission.
may not be passed under clause 14.4(a) if, before it is circulated
for voting under clause 14.4(a), the Board resolves that it can
only be put at a meeting of the Board.
A resolution passed under this clause must
be recorded in the minute book.
meetings of the Board the number of Directors whose presence is
required to constitute a quorum is:
if the number of Directors then in office
is an even number, half of the number of Directors plus one; or
if the number of Directors then in office
is an odd number, half of the number of Directors rounded up to
the next whole number.
Board must appoint one of the Directors as its chairperson. The
chairperson will act as chair of any Board meeting or General Meeting
at which he or she is present and unless the Board decides otherwise
is the nominal head of the Association. If the chairperson is not
present, or is unwilling or unable to preside at a board meeting the
remaining Directors must appoint another Director to preside as chair
for that meeting only.
Directors must comply with sections 31 and 32 of the Act regarding
disclosure of interests and voting on contracts in which a Director
has an interest.
Board may, from time to time, employ a chief executive and other
personnel it considers necessary or appropriate, in each case for
such period and on such conditions as the Board determines.
The Board may, in
writing, establish subcommittees and delegate to each of them the
exercise of the functions of the Board that are specified in the
instrument of delegation, other than:
this power of delegation; and
a function that is a function imposed on
the Board by the Act, by any other law, or by resolution of the
Association in General Meeting.
The Association will have a Seal on which
its corporate name appears in legible characters.
The Seal may not be used without the
express authorisation of the Board and every use of the Seal must
be recorded in the minute books of the Association. The affixing
of the Seal must be witnessed by two (2) Directors or by one
Director and another person authorised by the Board for that
General Meeting of the Association must be held in accordance with
the Act and this Constitution and on a date and at a venue to be
determined by the Board.
All General Meetings other than the Annual
General Meeting will be Special General Meetings.
General Meetings may be held
Board may, whenever it thinks fit, convene a Special General Meeting
of the Association.
of Special General Meetings
On the requisition in writing of not less
than five per cent (5%) of the total number of Affiliate Members,
the Board must, within one month after the receipt of the
requisition convene a Special General Meeting for the purpose
specified in the requisition.
Every requisition for a Special General
Meeting must be signed by requisitioning Members, state the
purpose of the meeting and be sent to the Association. The
requisition may consist of several documents in a like form, each
signed by one or more of the Members making the requisitions.
If the Board does not cause a Special
General Meeting to be held within one month after the receipt of
the requisition, the Members making the requisition may convene a
Special General Meeting to be held not later than three (3) months
after the receipt of the requisition.
A Special General Meeting convened by
Members under this Constitution must be convened in the same
manner, or as nearly as practical to the same manner, as a meeting
convened by the Board and for this purpose the Board must ensure
that the Members making the requisition are supplied free of
charge with particulars of the Members entitled to receive a
notice of meeting. The reasonable expenses of convening and
conducting such a meeting must be borne by the Association.
AT GENErAL MEETINGS and appointment of Delegates
Unless this Constitution expressly
provides otherwise, Members, the auditor and the Directors are
entitled to attend General Meetings but only Affiliate Members are
entitled to vote.
Member, by notice to the Association, may appoint a natural person
to act as its delegate in all matters connected with the Member as
if the Association were a body corporate to which section 253B of
the Corporations Act 2001 applies and the appointed Delegate will
have the powers in relation to the Member as if section 253B
applied to the Association.
An Affiliate Member may, by notice to the
Association, revoke an appointment made under clause 20.1(b).
For all the purposes of this Constitution,
an Affiliate Member represented at a General Meeting by a Delegate
is to be taken to be present in person at the meeting.
OF GENERAL MEETING
Notice of every General Meeting must be
given to every Member, the auditor and the Directors by the means
authorised in clause 33.
A notice of a General Meeting must specify
the place, day and hour of the meeting and state the nature and
order of the business to be transacted at the meeting.
At least twenty-one (21) days’ notice of
a General Meeting must be given to those Members entitled to
receive notice, together with:
agenda for the meeting;
notice of motion received from Members entitled to vote.
business to be transacted at the Annual General Meeting includes
the consideration of accounts and the reports of the Board and
auditors, the election of Directors under this Constitution and
the appointment of the auditors.
All business that is transacted at a
General Meeting or an Annual General Meeting, other than those
matters referred to in clause 22(a), is special business.
No business other than that stated on the
notice for a General Meeting may be transacted at that meeting.
AT GENERAL MEETINGS
business may be transacted at any General Meeting unless a quorum is
present at the time when the meeting proceeds to business. Subject to
clause 23.3(a)(ii), a quorum for General Meetings is 50
chairperson of the Board will, subject to this Constitution, preside
as chairperson at every General Meeting except:
in relation to any election for which the
chairperson of the Board is a nominee; or
where the chairperson of the Board has a
conflict of interest.
the chairperson of the Board is not present or is unwilling or unable
to preside, the Affiliate Members present must appoint another
Director to preside as chair for that meeting only.
If within half an hour from the time
appointed for the General Meeting a quorum is not present, the
meeting must be adjourned until the same day in the next week at
the same time and place or to such other day, time and place as
the chairperson determines. If at the adjourned meeting a quorum
is not present within half an hour from the time appointed for the
the meeting was convened on the requisition of Affiliate Members
under clause 19.2, the meeting will lapse; and
any other case, those Affiliate Members present will constitute a
The chairperson may, with the consent of
any meeting at which a quorum is present, and must, if directed by
the meeting, adjourn the meeting from time to time and from place
to place but no business may be transacted at any adjourned
meeting other than the business left unfinished at the meeting
from which the adjournment took place.
When a meeting
is adjourned for thirty (30) days or more, notice of the adjourned
meeting must be given as in the case of an original meeting.
Except as provided in clause 23.3(c),
it is not necessary to give any notice of an adjournment or
the business to be transacted at any adjourned meeting.
any meeting a resolution put to the vote of the meeting will be
decided on a show of hands unless a poll is (before or on the
declaration of the result of the show of hands) demanded by:
the chairperson; or
a simple majority of Affiliate Members
present at the meeting.
declaration by the chairperson that a resolution has on a show of
hands been carried or carried unanimously or by a particular majority
or lost and an entry to that effect in the book containing the
minutes of the proceedings of the Association is conclusive evidence
of the fact without proof of the number of the votes recorded in
favour of or against the resolution.
AT GENERAL MEETINGS
entitled to vote
Affiliate Member is entitled to one (1) vote at General Meetings.
may not exercise casting vote
chair of a General Meeting does not have a casting vote.
The dispute resolution procedure set out
in this clause applies to disputes between a Member and:
The parties to the dispute must meet and
discuss the matter in dispute, and, if possible, resolve the
dispute within fourteen (14) days after the dispute comes to the
attention of all parties.
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 (10) days after the scheduled
meeting, refer the dispute to the State Sport Dispute Centre for
The Board may prescribe additional
grievance procedures in Regulations consistent with this Rule 25.
In this clause ‘Member’ includes any
former Member who was a Member not more than six months before the
The Association must
comply with its obligations under of the Act in respect of accounts,
records and minutes.
An auditor may be appointed at each Annual
General Meeting as the Association’s auditor for the then
current Financial Year.
If the Annual General Meeting appoints an
auditor, any vacancy occurring during the year in the office of
auditor must be filled by the Board.
The auditor has power at any time to call
for the production of all books, accounts and other documents
relating to the affairs of the Association.
income and property of the Association must be applied solely
towards the promotion of the Objects.
as prescribed in this Constitution or the Act, no portion of the
income or property of the Association may be paid or transferred,
directly or indirectly or whether by way of dividend, bonus or
otherwise, to any Member or any associate of a Member.
to clause 28.4, nothing in clauses 28.1 or 28.2 prevents a payment
in good faith to any Member:
in accordance with clauses 3 and 28.1
where that Member is a not-for-profit entity with a similar
purpose to the Association;
for any services actually rendered to the
Association whether as an employee, Director or otherwise;
for goods supplied to the Association in
the ordinary and usual course of operation;
for interest on money borrowed from any
for rent for premises demised or let by
any Member to the Association;
for any reasonable out-of-pocket expenses
incurred by the Member on behalf of the Association.
payment made under clause 28.3 may exceed the amount ordinarily
payable between ordinary commercial parties dealing at arm’s
length in a similar transaction.
Subject to this
Constitution, the Association may be wound up or deregistered in
accordance with the Act.
OF ASSETS ON WINDING UP
If, on winding
up, dissolution or deregistration of the Association and after
satisfaction of all the Association's debts and liabilities, there
remain surplus assets (as defined in the Act) those surplus assets
must not be paid to or distributed amongst the Members but must be
distributed to another organisation or organisations which has
objects similar to the Objects and a constitution which prohibits
the distribution of income and property to Members.
The organisation or organisations to whom
the distribution is to be made under clause 30.1(a) may be
determined by the Members in General Meeting at or before the time
of winding up, dissolution or deregistration, and in default a
determination by the Members, by a judge of the Supreme Court of
South Australia or any other Court that has jurisdiction in the
Subject to clause 31.1(b), this
Constitution may be repealed or altered or a new provision may be
added by Special Resolution passed at a duly convened General
If, in the
opinion of the Board, it is necessary to amend this Constitution:
achieve or maintain affiliation of the Association with the NSO;
comply with the NSO constitution and regulations; or
achieve or maintain a particular tax status,
the Board may, by
Ordinary Resolution, make the amendments that it considers necessary
for the purpose.
to formulate Regulations
Board may make and amend rules, regulations, by-laws or policies
the proper advancement, management and administration of the
Association, the advancement of the purposes of the Association and
the Sport in South Australia as it thinks necessary or desirable,
including without limitation regulations governing:
the conduct of competitions (including but
not limited to the rules of competition and codes of conduct);
the conduct of meetings;
the resolution of disputes;
discipline of Members and Participants for
breaches of this Constitution or the Regulations; and
any other matter in respect of which this
Constitution authorises the Board to make Regulations or which the
Board considers is necessary or appropriate for the good
governance of the Association and its affairs.
Regulations must be consistent with the Constitution, the NSO
constitution and any regulations made by the NSO.
Regulations are binding on the Association and all Members.
and any amendments, alterations or other changes to or
interpretations of the Regulations may be communicated to Members by
a notice on the Association’s website or in any journal or
publication which is published by or on behalf of the Association and
which is circulated by the Association to the Members.
Any notice required or authorised by this
Constitution to be given to a Member may be served on the Member
personally or by sending it through the post in a prepaid envelope
addressed to the Member at the Member’s last known place of
business or by facsimile, email or other electronic means or by
its insertion on the Association’s website or in any journal or
publication which is published by or on behalf of the Association
and which is circulated by the Association to its members.
Any notice required or authorised by this
Constitution to be given to the Association may be served by
delivering it personally to the Association at its registered
office or by sending it through the post in a prepaid envelope
addressed to the Association at the registered office.
A notice served by post will be taken to
have been received by the recipient on the second working day
after it was posted.
A notice served by facsimile, email or
other electronic means will be taken to have been received by the
Member two hours after it was sent.
AND VICE PATRONS
Association at its Annual General Meeting may appoint annually on the
recommendation of the Board a chief patron and as many vice patrons
as it considers necessary, subject to approval of that person or
Director and employee of the Association is entitled to be
indemnified out of the property and assets of the Association
against any liability incurred by them in their capacity as
Director or employee in defending any proceedings, whether civil
or criminal, in which judgement is given in their favour or in
which they are acquitted or in connection with any application in
relation to any proceedings in which relief is granted by the
The Association must indemnify its
Directors and employees against all damages and losses (including
legal costs) for which any such Director or employee may be or
become liable to any third party in consequence of any act or
the case of a Director, performed or made in good faith whilst
acting on behalf of and with the authority, express or implied of
the Association; and
the case of an employee, performed or made in good faith in the
course of, and within the scope of their employment by the
Each Club or RSO that is a member of the
Association on the day on which this Constitution is adopted will
automatically be admitted to membership as an Affiliate Member.
Each other person who is a member on the
day on which this Constitution is adopted, will automatically be
admitted to membership in the category that, in the reasonable
opinion of the Board, is the category most appropriate for that
For the purpose of
determining when the term ends for each Director in office on the day
on which this Constitution is adopted, time served in the Director's
current term will be counted as if this Constitution had been in
place at the commencement of that term.
rules, by-laws, policies and regulations of the Association in force
at the date of the approval of this Constitution are to be deemed to
be Regulations and continue to apply unless they are inconsistent
with, or have been replaced by this Constitution.
State Sporting Association Constitution Page 3
by the South Australian Government Office for Recreation and Sport -