South Coast And Tablelands Swimming Association Inc.

Constitution 

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This is the annexure of ten (1O) pages marked "a" referred to in the NOTICE OF ALTERATION OF OBJECTS OR RULES signed by me and dated 21/6/94.

 REGISTERED NUMBER: 08294-13

SIGNATURE ............................

PUBLIC OFFICER : A.W.WALKER

DATE 22nd May 1994

PART 1 NAME

The name of the Association shall be the SOUTH COAST AND TABLELANDS SWIMMING ASSOCIATION INCORPORATED. Hereinafter referred to as the "Association"

PART 2 OBJECTS

The objects of the Association shall be -

2.01

To promote, teach and encourage the arts of swimming.

2.02

To stimulate public opinion in favour of providing proper accommodation and facilities for swimming.

2.03

To do such things as are necessary and incidental to attain the objects of the Association.

2.04

To affiliate to the New South Wales Swimming Association Incorporated.

PART 3. MEMBERSHIP

3.01

Subject to this Constitution the membership of the Association shall be the delegates of the Swimming Clubs listed as schedule 1 of this Constitution hereinafter called "the Scheduled Clubs" and any Life Members appointed pursuant to Part 10 and any Life Members appointed prior to Incorporation.

3.02

The Scheduled Clubs shall each be entitled to nominate two (2) delegates to the Association. Such nominations shall be made in writing to the Secretary of the Association.

3.03

Upon receipt of a written nomination by a Scheduled Club the Secretary of the Association shall record the name of the delegate and other details in the register of members kept pursuant to Clause 3.08 and the delegate shall be deemed to be a member from the date of receipt of the nomination by the Secretary.

3.04

Where a Scheduled Club nominates a delegate in place of a delegate previously nominated then the previously nominated delegate of the Club shall be deemed to have resigned as a member of the Association from the date of receipt of such nomination and the Secretary shall make a record to that effect in the register of members.

3.05

The Committee may with the prior written approval of Swimming New South Wales Limited, or such other body or corporation which may succeed it, and shall if so directed by that body, add to or remove the name of a swimming Club from the Scheduled Clubs and such removal or addition shall take effect from the date of such approval or direction as the case may be.

3.06

Any persons who are delegates of Scheduled Clubs shall become members of the Association.

3.07

A Swimming Club listed as a Scheduled Club shall pay in respect of its delegates such membership fees as are determined by the Association at a General Meeting.

3.08

A register of members shall be kept by the Association showing the name, address and date of commencement of membership of each member. Provision for noting the date of cessation of membership shall also be contained in the register.

3.09

Membership shall cease upon resignation, expulsion, or failure to pay outstanding membership fees within three (3) months of the due date or removal from the Scheduled Clubs of the name of the Club which nominated the member.

3.10

Membership fees shall fall due on the first day of April of each year. The Association and the Financial Year of the Association shall commence from the 1st April and end on 31st March next following.

PART 4 DISCIPLINING OF MEMBERS

The procedure for disciplining members by suspension, disqualification or expulsion shall be for the Committee:

4.01

To charge the defaulting member in writing of the offence.

4.02

To cite the member to appear at a meeting of the Committee.

4.03

To give fourteen (14) days notice of the meeting.

4.04

To decide the action taken.

4.05

To keep proper minutes of the meeting, details of the action taken and to hold in safe custody any documents associated with the matter.

4.06

To advise the member charged as to the action decided by the Committee.

4.07

To advise Swimming New South Wales Limited of the action taken in disciplining the member.

4.08

To advise the member charged and so dealt with that he has the right of appeal to the New South Wales Swimming Association Inc. as provided in the Constitution of that body.

PART 5 MANAGEMENT BY COMMITTEE

5.01

The Association shall have its affairs controlled and managed by the Committee comprising the office bearers and up to eight (8) other members.

5.02

The office bearers shall consist of a President, Senior Vice President, Secretary, Treasurer and Registrar.

5.03

The office bearers and other members of the Committee shall be elected at each Annual General Meeting. Any casual vacancy occurring in the Committee may be filled by a member appointed by the Committee. Where insufficient nominations are received any vacant positions remaining on the Committee shall be deemed to be casual vacancies.

5.04

Each member of the Committee shall hold office from the date of their election or appointment until the conclusion of the next Annual General Meeting.

5.05

Retiring Committee members are eligible for re-election.

5.06

The Committee shall meet as often as necessary to conduct the business of the Association and not less than on eight (8) occasions in the twelve (12) months period following any Annual General Meeting.

5.07

The quorum for meetings of the Committee shall be five (5) Committee members elected at the previous Annual General Meeting or appointed under the provisions relating to casual vacancies.

5.08

Notice of a Committee Meeting shall be given at the previous Committee Meeting or other such means as the Committee may decide.

5.09

A member of the Committee shall cease to hold office upon resignation in writing, removal as a member of the Association, or absence from three (3) consecutive Committee Meetings without providing reasonable justification for those absences to the satisfaction of the Committee.

5.10

The Committee may function validly provided its number is not reduced below the quorum. 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 meeting shall be dissolved.

5.11

Questions arising at any meeting of the Committee shall be decided by the majority of votes of those present and voting. In the case of an equality of votes the person appointed to chair the meeting shall have a second or casting vote.

PART 6 GENERAL MEETING

6.01

The Association shall convene the Annual General Meeting of the members of The Association in each year and within the period up to 31st May after the expiration of each financial year of the Association.

6.02

The Committee may, whenever it deems fit convene a Special General Meeting of the Association. A Special General Meeting must be convened by the Committee within thirty (30) days of receiving a written request to do so from at least two (2) Clubs listed as a Scheduled Club of the Association.

6.03

The Annual General Meeting shall receive for adoption from the Committee the recommendation indicating the name of a person who, having been invited, has agreed to grant their patronage to the Association for the ensuing Association year for the position of Patron.

6.04

At least fourteen (14) days notice of all General Meetings and notices of motion shall be given to members by such means as may be determined by the Committee. In the case of General Meetings where a special resolution is to be proposed, notice of the resolution shall be given to members at least twenty-one (21) days before the meeting.

6.05

No business other than that specified in the notice convening a General Meeting shall be transacted at the meeting. In the case of the Annual General Meeting the following business shall be transacted whether specified or not:

6.05.01

Confirmation of the minutes of the last Annual General Meeting and any recent Special General Meeting.

6.05.02

Receipt of the Committees report upon the activities of the Association in the last Association and Financial year.

6.05.03

Election of office bearers and up to eight (8) other members of the Committee.

6.05.04

Receipt and consideration of a statement from the Committee which is not misleading and gives a true and fair view for the last Association Financial year. Including:

• Income and expenditure.
• Assets and liabilities.
• Mortgages charges and other securities.

6.06

The quorum for a General Meeting shall be twelve (12) members eligible to vote.

6.07

Voting at General Meetings shall be by a show of hands unless a secret ballot is demanded. Decisions shall be made by a simple majority vote except for those matters which must be decided by a special resolution where a three quarters majority of the members present, eligible and voting is required.

6.08

All votes shall be given personally and there shall be no voting by proxy.

6.09

In the case of an equality of votes the person appointed to chair the General Meeting shall have a second or casting vote. Except: Where in relation to an election to an office an equality of votes shall be resolved by lot to eliminate the unsuccessful candidate.

6.10

Nominations of candidates for election as office bearers or other Committee members may be made at the Annual General Meeting.

6.11

If within half an hour of 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 following week at the same time and, unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the Meeting is adjourned, at the same place.

6.12

If at the Adjourned meeting a quorum is not present within half an hour after the Time appointed for the commencement of the meeting, the meeting shall be dissolved.

PART 7 OFFICE BEARERS

7.01

The President or in the absence of the President, the Senior Vice-President shall act as chairman at each General Meeting and Committee Meeting of the Association.

7.02

If the President and Senior Vice-President are absent from a meeting or unwilling to act, the members present at the meeting shall elect one of their number to act as Chairman.

7.03

The Secretary, shall keep, or cause to have kept, the records of the business of the Association including the rules, register of members, minutes of all General and Committee Meetings and a file of correspondence. These records shall be available for inspection by any member and shall be held in the custody of the Secretary.

7.04

The Treasurer shall ensure that all monies received by the Association are paid into in account in the name of the Association. Payments shall be made through a petty cash system or by cheque signed by two (2) signatories authorised by the committee. Major or unusual expenditures shall be authorised in advance by the Committee or a General Meeting.

7.05

The Treasurer shall ensure that correct books and accounts are kept showing the financial affairs of the Association. These records shall be available for inspection by any member and shall be held in the custody of the Treasurer.

PART 8 SPECIAL RESOLUTIONS

8.01

A special resolution may be passed by a General Meeting of the Association to effect the following:

8.01.1

To change the name of the Association.

8.01.2

To change the Constitution of the Association.

8.01.3

To change the objects of the Association.

8.01.4

To amalgamate with another Association.

8.01.5

To voluntarily wind up the Association and distribute the property of the Association subject to Part 15.

8.02

A special resolution shall be passed in the following manner:

8.02.1

A notice must be sent to all members advising that a General Meeting is to be held to consider a special resolution.

8.02.2

The notice must give details of the proposed special resolution and give at least twenty-one (21) days notice of a meeting.

8.02.3

A quorum must be present at the meeting.

8.02.4

At least three-quarters majority of those present, eligible and voting, must vote in favour of the resolution.

PART 9. MISCELLANEOUS

9.01

The Association shall effect and maintain insurance as required by law together with any other insurance regarded as necessary by the Association.

9.02

The funds of the Association shall be derived from the fees of Scheduled Clubs, donations, grants and other such sources approved by the Association.

9.03

The Common Seal of the Association shall be kept in the custody of the Public Officer and shall only be affixed to a document with the approval of the Committee. The stamping of the Common Seal shall be witnessed by the signature of two (2) members of the Committee.

9.04

The Association shall affiliate with and remain affiliated with Swimming New South Wales Limited, or such other body or corporation as may succeed that organisation, and shall to the extent permissible by this Constitution comply with any lawful and reasonable direction from that Association.

9.05

The colours and badge of the Association shall be determined at a General meeting of the Association.

PART 10 LIFE MEMBERS

10.01

At any Annual General Meeting of the Association any person or persons may be elected a Life Member of the Association in recognition of special services rendered over no less than a period of ten (10) years to the sport of swimming.

10.02

Each nominee shall be recommended to the Committee for consideration and if approved by the Committee, be submitted for election at the Annual General Meeting of the Association and carried by three quarters majority of those present, eligible and voting.

10.03

A Life Member shall be entitled to attend and speak to any motion at all meetings of the Association and shall have such other privileges as may be decided on from time to time by the Association. A Life Member shall be eligible for election to office at the Committee with full voting power. However, a Life Member shall not be entitled to vote at any meeting of the Association unless otherwise qualified.

PART 11 BY-LAWS

11.01

A General Meeting may from time to time make such By-Laws as may be necessary and convenient for the purpose of attaining the objects of the Association.

11.02

The Committee may adopt wholly or in part any rules relating to the conduct of swimming or swimming competitions as prescribed by Swimming New South Wales Limited.

11.03

The Committee may from time to time vary, amend or repeal any By-Law made pursuant to this clause.

11.04

A By-Law made pursuant to this clause shall take effect from the date that it is made or such later date as the Committee shall decide and shall be laid before the next Annual General Meeting of the Association and that General Meeting may disallow the By-Law whereupon it shall cease to have effect from the date of that meeting.

11.05

A By-Law made pursuant to this clause shall not be inconsistent with any rules adopted or recognised by Swimming New South Wales Limited, or such other body or corporation as may succeed that organisation, unless that Association has given it's prior written approval to the By-Law.

PART 12 ASSOCIATION RULES

12.01

The Committee may from time to time make such Association Rules as may be necessary and convenient for the purposes of attaining the objects of the Association.

12.02

The Committee may adopt wholly or in part any rules relating to the conduct of swimming or swimming competitions as prescribed by Swimming New South Wales Limited.

12.03

The Committee may from time to time vary, amend or repeal any Association rules made pursuant to this clause.

12.04

An Association Rule made pursuant to this clause shall take effect from the date that it is made or such later date as the Committee shall decide and shall be laid before the next Annual General Meeting of the Association and that General meeting may disallow the By-Law whereupon it shall cease to have effect from the date of that meeting.

12.05

An Association Rule made pursuant to this clause shall not be inconsistent with this Constitution nor inconsistent with any rules adopted or recognised by Swimming New South Wales Limited, or such other body or corporation as may succeed that organisation, unless that Association has given it's prior written approval to the By-Law.

PART 13 PUBLIC OFFICER

13.01

The Committee shall ensure that a person is appointed as Public Officer.

13.02

The Committee may at any time remove the Public Officer and appoint a new Public Officer provided the person appointed is eighteen (18) years of age or older and a resident of New South Wales.

13.03

The Public Officer shall be deemed to have vacated his position in the following circumstances:

• Death
• Resignation
• Removal by the Committee or at a General Meeting
• Bankruptcy or financial insolvency
• Mental illness
• Residency outside of New South Wales

13.04

When the vacancy occurs in the position of Public Officer the Committee shall within fourteen (14) days notify Business and Consumer Affairs on the prescribed form and appoint a new Public Officer.

13.05

The Public Officer may be an office bearer, Committee Member or any other person regarded as suitable for the position by the Committee.

PART 14 LIABILITY OF MEMBERS

The members of the Association shall have no liability to contribute towards the payment of debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association except to the amount of any unpaid membership fees.

PART 15 WINDING UP OF THE ASSOCIATION

In the event of the winding up or the cancellation of the incorporation of the Association and there remains after the satisfaction of all it's debts and liabilities any property whatsoever, the same shall not be paid to or distributed amongst the members of the Association, such property shall be given or transferred to some other institution or institutions having objects similar or in part similar to the objects of the Association and which shall also prohibit the distribution of it's or their property among it's or their members such institutions to be determined by the members of the Association at or before the time of dissolution or in default thereby be disposed of in a manner provided for in the legislation under which the Association is incorporated.