STIRLING TENNIS CLUB INCORPORATED

CONSTITUTION

TABLE OF CONTENTS

1. NAME
2. INTERPRETATION
3. OBJECT AND PURPOSES
4. COLOURS
5. POWERS
6. CONTROL
7. MEMBERSHIP
8. SUBSCRIPTIONS
9. RESIGNATION
10. EXPULSION
11. RULES CONCERNING MANAGEMENT COMMITTEE
12. DUTIES AND POWERS OF MANAGEMENT COMMITTEE
13. RULES CONCERNING CLUB OFFICIALS
14. POWERS AND DUTIES OF THE CLUB OFFICIALS
15. MEETINGS
16. QUORUMS
17. VOTING
18. LIFE MEMBERS
19. SUBORDINATE COMMITTEES
20. GRATUITIES
21. DISCIPLINARY PROVISIONS
22. DISSOLUTION
23. NOTICE PERIODS
24. BANK ACCOUNTS AND EXPENDITURE DELEGATIONS
25. INDEMNITY
26. THE SEAL
27. AMENDMENTS

1. NAME

   The name of the Incorporated Association shall be "Stirling Tennis Club Incorporated", referred to herein as "the Club".

2. INTERPRETATION

   Within this Constitution unless the contrary intention appears :-

   "member" shall mean a member of the Club

   "Committee" shall mean the Management Committee of the Club

   "Committee member" shall mean any elected member of the Committee and shall include all Club Officials when acting in their capacity as members of the Committee

   "Committee Meeting" shall mean an official meeting of the Committee

   "Club Officials" shall mean the President, Vice President, Secretary and Treasurer of the Club

   "general meeting" shall mean any Annual General Meeting and Special General Meeting of the Club convened in accordance with these rules

   "junior" shall mean a member under the age of sixteen (16) years

   "the Act" shall mean the Associations Incorporation Act, 1985 or any Act subsequently replacing that Act

   "the seal" shall mean the common seal of the Club

   "Tennis Association" shall mean the Tennis Association to which the Club belongs for competition

3. OBJECT AND PURPOSES

   The objects of the Club shall be: -

   1. to promote, encourage, foster and advance the playing of tennis within the area of the Club
   2. to promote friendly comradeship between members of the Club
   3. to provide a sociable yet competitive atmosphere to further the success of the Club in competition

4. COLOURS

   The colours of the Club shall be Royal Blue and Gold.

5. POWERS

   The Club shall have the following powers: -

   1. to purchase, lease, exchange, hire or otherwise acquire and maintain any assets, including land and buildings
   2. to erect, improve, renovate, demolish and rebuild buildings and other structures, including courts, on any land owned by or under the control of the Club
   3. to sell, exchange, lease, mortgage, hire, dispose of or otherwise deal with any asset of the Club
   4. to borrow or raise money as the Club considers appropriate with power to issue debentures, grant mortgages, charges or any other form of security over the assets of the Club as security for the repayment of any loan
   5. to invest any surplus funds of the Club, not immediately required, in any investments authorised by law for the investment of trust funds or in any real estate
   6. to appoint, employ and pay employees and to dismiss or suspend any employee
   7. to join, merge or affiliate with any other club or organisation having objects similar to those of the Club
   8. to make rules regulating the playing of tennis by members while representing the Club in any competition
   9. impose penalties for contravention of these rules
   10. to appoint patrons of the Club
   11. to perform any other functions which are incidental or conducive to the attainment of its objects
   12. to invoke such other powers as may be conferred by Section 25 of the Act

6. CONTROL

   1. The controlling body and authority of the Club shall be the Club in general meeting.
   2. The Club shall have complete authority to act in any manner permitted by these rules.
   3. There shall be a President, Vice President, Secretary and Treasurer of the Club ("the Club Officials") who each shall have the duties and powers set out in this Constitution.
   4. There shall be a management committee ("the Committee") which shall administer the affairs of the Club, but shall be subject to the overall authority of the Club. The Committee shall have the duties and powers set out in this Constitution together with any other duties of powers delegated to it by the Club.

7. MEMBERSHIP

   1. There shall be four (4) classes of membership to the Club; senior playing membership, junior playing membership, social membership and life membership. The Club or the Committee may vary the classes of membership if it so decides.
   2. Membership application fees for each class of membership shall be set by the Committee from time to time.
   3. The Club may admit or reject any application for membership of the Club.
   4. Any member who is expelled, withdraws or otherwise ceases to be a member shall not be entitled to a refund of all or any part of their membership application fee, annual subscription fee or other amounts paid to the Club.
   5. The Club may impose such conditions of entry to membership as it may from time to time consider appropriate.
   6. The rules of the Club as contained in this Constitution shall bind the Club and its members to the same extent as if they had signed them and agreed to be bound by all of the provisions thereto.

8. SUBSCRIPTIONS

   1. The annual subscription fee for each class of membership shall be such sum as the Committee shall determine from time to time. The Committee may determine a pro rata fee for membership for part of a year.
   2. The annual subscription fee for each class of membership shall be payable at such time as the Committee shall determine from time to time.
   3. Unless the Committee decides otherwise, any member whose subscription fee is outstanding for more than three (3) months after the due date for payment shall cease to be a member of the Club. The Committee may reinstate such person's membership on such terms as it may consider appropriate.
   4. Annual membership shall commence on the day of the first summer competition match of the Tennis Association and end on the day before the corresponding match in the following year.

9. RESIGNATION

   1. A member may resign from membership of the Club by giving written notice to the Secretary of the Club. Any member so resigning shall be liable for any outstanding subscriptions which shall be recovered as a due debt of the Club.

10. EXPULSION

    1. Subject to giving a member opportunity to be heard or make written submission, the Committee may resolve to expel a member whose conduct is deemed to be detrimental to the objects or interests of the Club.
    2. Particulars of the proposed expulsion shall be communicated to the member in writing at least one (1) month before the Committee meeting at which the matter will be determined.
    3. Any motion for expulsion shall be carried only if approved by a majority of seventy five (75) per cent of the Committee members present and voting.
    4. There shall be no right of appeal against expulsion.

11. RULES CONCERNING MANAGEMENT COMMITTEE

    1. The Committee members shall be elected at an Annual General Meeting of the Club and, unless removed by a Special General Meeting or disqualified under the Act, hold office until the next ensuing Annual General Meeting. The Committee members must be members of the Club as defined by this Constitution.
    2. All Committee members shall retire at each Annual General Meeting but any retiring member shall be eligible for re-election.
    3. The Committee shall meet at a frequency which enables it to competently perform its duties.
    4. If a committee member is absent from three (3) consecutive meetings without reasonable excuse or disqualified under the Act, they shall be automatically deemed to have resigned from the Committee and their position shall become vacant.
    5. The Club may, by resolution of a Special General Meeting, remove a Committee member and appoint another in his or her stead.
    6. A Committee member may, by written notice to the Secretary, resign from the Committee effective on and from the date specified in the notice.

12. DUTIES AND POWERS OF MANAGEMENT COMMITTEE

    The Committee shall have the following duties and powers: -

    1. To administer and manage the affairs and operation of the Club, subject to the control of the Club in general meeting.
    2. To control the finances of the Club.
    3. To call Special General Meetings of the Club.
    4. To fill any casual vacancy in the Club Officials and the Committee which occurs between Annual General Meetings.
    5. To delegate any of its powers or duties to a subordinate committee comprising at least one (1) Committee member together with any other persons appointed by the Committee and to revoke any such delegation or appointment.
    6. To resolve protests, disputes and other disagreements affecting the Club and its members.
    7. To uphold the provisions of this Constitution and the rules of tennis as adopted by the Club and the Tennis Association to which the Club belongs.
    8. The set the amounts for membership application fees and annual subscription fees and the date at which such fees shall be payable.
    9. To select teams in accordance with the rules of the Tennis Association for entry into the Tennis Association competitions.
    10. To nominate persons for life membership of the Club whether as a result of a suggestion from a member or by the Committee of its own volition.
    11. To recommend the appointment of patrons of the Club.
    12. To exercise or carry out any other powers and duties which may be delegated to it by the Club.
    13. To record in an orderly manner the results of the Club's performance in the Tennis Association competitions.
    14. To keep members informed of the decisions taken by the Committee in the manner it considers appropriate.

13. RULES CONCERNING CLUB OFFICIALS

    1. The Club Officials shall be elected at an Annual General Meeting of the Club and, unless removed by a Special General Meeting or disqualified under the Act, hold office until the next ensuing Annual General Meeting. The Club Officials must be members of the Club as defined by this Constitution.
    2. All Club Officials shall retire at each Annual General Meeting but any retiring member shall be eligible for re-election. The retiring President shall preside over the Annual General Meeting.
    3. The Club Officials shall be members of the Committee and shall have full voting rights at each Committee Meeting and general meeting of the Club. If there is an equality of votes at any Committee Meeting the President shall have a casting vote as well as a deliberative vote.
    4. The Club may, by resolution of a Special General Meeting, remove a Club Official and appoint another in his or her stead.
    5. A Club Official may, by written notice to the Secretary, resign his or her position effective on and from the date specified in the notice.

14. POWERS AND DUTIES OF THE CLUB OFFICIALS

    1. The President shall preside over all meetings of the Club and the Committee. The President shall represent the Club and the Committee on all official occasions and whenever it is necessary for the Club to be represented. The President may delegate to the Vice President or another Committee member any of his or her duties in representing the Club.
    2. The Vice President shall act as deputy to the President and subsequently shall perform the relevant duties in the absence of the President.
    3. The Treasurer shall:-
    1. receive all money due to or belonging to the Club and shall pay that money into a bank account of the Club
    2. pay all debts and all other amounts, due by the Club, which the Committee authorises or directs to be paid
    3. keep proper books of account detailing all amounts received and paid
    4. present regular reports to the Committee detailing the financial affairs of the Club
    5. present a financial report, including a profit and loss statement and balance sheet, for the preceding year to 31st March, to each Annual General Meeting of the Club
    6. arrange for the financial report to be audited if so required by the Club or the Committee
    4. The Secretary shall:-
    1. supervise the day to day administration of the Club
    2. prepare minutes of all meetings of the Club and the Committee
    3. prepare, forward and receive all correspondence of the Club and the Committee
    4. convene general meetings of the Club and advise members of such meetings
    5. advise Committee members of all Committee meetings
    6. circulate minutes of general meetings and Committee meetings to all Committee members
    5. The Public Officer shall be the person nominated by the Club as the person who receives documents and notices served on the Club. The office of Public Officer may be combined with the office of another Club official if the Club or the Committee so decides.

15. MEETINGS

    1. The Annual General Meeting of the Club shall, unless otherwise decided by the Committee, be held in the month of April in each year. Written advice shall be forwarded by the Secretary to all members at least two (2) weeks prior to each Annual General Meeting.
    2. The business to be conducted at the Annual General Meeting shall be:-
    1. to receive an annual report from the relevant Club Officials
    2. to receive a financial report from the Treasurer
    3. to elect the Club Officials
    4. if the Club or the Committee decides that an audited financial report is required, to elect an auditor
    5. to elect a Patron or Patrons
    6. to elect a Public Officer
    7. to determine the maximum total amount of gratuities payable to the Club officials for the coming season
    8. to consider the Club's affiliations with other Clubs, associations or organisations
    9. to consider any other business referred by the Committee or by any member in accordance with these rules.
    3. A Special General Meeting of the Club may be convened by the Secretary, as a result of a request by the Committee, the President, or a written request signed by ten (10) per cent or more of the Club's members. Notice of each Special General Meeting shall be posted to each member at least two (2) weeks prior to the date of the meeting. No business other than that specified in the notice shall be transacted at the meeting.
    4. Any meeting of the Club or of the Committee may be adjourned from time to time and from place to place at the discretion of the President.

16. QUORUMS

    1. A quorum at any general meeting of the Club shall be twenty (20) per cent of the members, excluding juniors.
    2. A quorum at any Committee meeting shall be more than one half of the Committee members, or four (4) of the Committee members, whichever is the lesser.
    3. In the absence of a quorum at any general meeting or Committee meeting or if a quorum ceases to be present for whatever reason, no business shall be transacted thereafter and the meeting shall be adjourned to a date to be decided by the President.

17. VOTING

    1. Voting at any meeting shall be by show of hands unless a poll is demanded by a majority of those present. A poll shall be conducted by secret ballot. Any dispute over any vote cast shall be decided by the President, whose decision shall be final and binding. Juniors and unfinancial members shall be ineligible to vote at any general meeting or Committee meeting.
    2. Voting at general meetings
    1. Unless otherwise precluded, each member shall have one vote, whether in person or by proxy.
    2. Unless having already voted, one parent of a junior member shall have one vote.
    3. Unless otherwise specified by this Constitution, any resolution put to a vote shall be carried if approved by a simple majority of members present and voting.
    4. In the case of an equality of votes, the President shall have a casting vote, but the President shall not have a deliberative vote.
    3. Voting at Committee meetings
    1. Unless otherwise precluded, each Committee member shall have one vote, whether in person or by proxy.
    2. Unless otherwise specified by this Constitution, any resolution put to a vote shall be carried if approved by a simple majority of the Committee members present and voting.
    3. In the case of an equality of votes, the President shall have a casting vote as well as a deliberative vote.
    4. Any Committee member who abstains for any reason shall be deemed to have voted in the negative.
    4. Voting of Chairperson
    1. All general meetings shall be presided over by the President, or, in the President's absence, by the Vice President. Should neither be present within 10 minutes of the nominated time, a chairperson shall be elected from the members present. Should that chairperson also be a Committee member he or she shall have a deliberative as well as a casting vote.
    2. All Committee meetings shall be presided over by the President, or, in the President's absence, by the Vice President. Should neither be present within 10 minutes of the nominated time, a chairperson shall be elected from the Committee members present. A chairperson so elected shall have a deliberative as well as a casting vote.
    5. A Committee member having a pecuniary interest in a contract with the Club must disclose that interest to the Committee as required by the Act and shall not vote with respect to that contract.
    6. A member shall be entitled to appoint a natural person, who is also a member of the Club, to be his or her proxy and to attend and vote at any general meeting of the Club.

18. LIFE MEMBERS

    1. The Club may on the recommendation of the Committee elect persons who have rendered distinguished service to the Club over a long period whether as a player, official or representative, as Honorary Life Members of the Club. Life members shall subsequently be exempt from payment of annual subscription fees.
    2. Not more than two (2) life members shall be appointed in any one year.
    3. Life members may attend any general meeting of the Club and shall be notified in writing of all general meetings.
    4. A nomination for life membership shall be proposed at the Annual General Meeting of the Club and that life member shall be elected if approved by a majority of seventy five (75) per cent of the members present and voting.

19. SUBORDINATE COMMITTEES

    1. In order to assist with its administration, the Club may constitute subordinate committees as it sees fit.
    2. The Committee shall appoint as members of any subordinate committee those persons who the Committee considers appropriate.
    3. The period of office of each member shall be stipulated by the Committee at the time of their appointment, but each member may be re-appointed if the Committee so decides.
    4. Each subordinate committee may decide when and where to meet and determine how its meetings shall be conducted. It shall exercise the powers and duties and be subject to the provisions set out in this Constitution.
    5. Each subordinate committee shall provide a report at each Committee meeting.
    6. Each subordinate committee shall follow any guidelines set down by the Committee. It may request advice from the Committee on matters it considers beyond its responsibility.
    7. Selection Sub-Committee
    1. The Selection Sub-Committee shall, wherever possible, consist of at least three members. The chairperson of the Selection Sub-Committee must be a Committee member.
    2. The Selection Sub-Committee shall handle all matters relating to the selection of the Club's teams in competition. It shall be responsible for the selection of teams in accordance with the "Rules of Match and Play" as determined by the Tennis Association.
    8. Juniors Sub-Committee
    1. The Juniors Sub-Committee shall, wherever possible, consist of at least three members. The chairperson of the Juniors Sub-Committee must be a Committee member.
    2. The Juniors Sub-Committee shall handle all matters relating to the selection and administration of the Club's teams in junior competition. It shall be responsible for the selection of teams in accordance with the "Rules of Match and Play" as determined by the Tennis Association.

20. GRATUITIES

    1. A gratuity shall be paid to such officials as the Committee considers appropriate. The maximum total amount payable in gratuities for the coming season shall be decided at the Annual General Meeting.

21. DISCIPLINARY PROVISIONS

    1. Any member who fails to abide by any decision of the Club or the Committee may be suspended by the Committee. The Committee may also order that member to perform or refrain from performing certain actions or impose such penalty as the Committee considers appropriate.
    2. The Committee may instruct that any unfinancial member be suspended until the amount due is paid.

22. DISSOLUTION

    1. The Club can only be dissolved at a Special General Meeting called specifically for the purpose. Upon receipt of any motion proposing dissolution, the Secretary shall advise all members of such a motion, and convene a Special General Meeting to be held not less that two (2) months from the date of such advice. The motion for dissolution shall be carried if subsequently approved by a majority of at least seventy five (75) per cent of the members present and voting.
    2. If such a meeting approves the motion for dissolution the Committee shall:-
    1. sell or realise all assets of the Club, and from such proceeds, pay all debts and liabilities of the Club
    2. pay all expenses incurred in dissolving the Club including making provision for the payment of any contingent liabilities
    3. distribute any remaining assets between the Tennis Association and any of its other member Clubs, providing that they are incorporated associations, having objects similar to those of the Club.

23. NOTICE PERIODS

    1. Any requirement under this Constitution for a period of notice of a meeting may be waived by a resolution of at least ninety (90) per cent of the members present and voting at such meeting, provided that this exemption shall not apply to a Special General Meeting at which a resolution is to be put to dissolve the Club or to amend this Constitution.

24. BANK ACCOUNTS AND EXPENDITURE DELEGATIONS

    1. All cheque and savings accounts of the Club shall be operated by at least two (2) signatories, one of whom shall be the Treasurer and one of whom shall be a member of the Committee.
    2. No individual person may commit the Club's funds without the approval of the Committee save that the President and the Treasurer shall each have power to commit up to $250 (two hundred and fifty dollars) in total at any one time provided that they report such commitment or expenditure to the next ensuing Committee meeting.

25. INDEMNITY

    1. No member, person or entity shall have any claim against the Club or its officials for any act done by such officials in good faith in the execution of their duties.

26. THE SEAL

    1. The Club shall have a common seal upon which its corporate name shall appear in legible characters.
    2. The seal shall not be used without the express authorisation of the Committee.
    3. The affixing of the seal shall be witnessed by the President and the Secretary.
    4. The seal shall be kept in the custody of the Secretary or such other official as the Committee may decide.
    5. Any person or entity dealing with the Club may assume that the affixing of the seal, if witnessed by the President and the Secretary, has been validly authorised by the Committee and is intended to bind the Club.

27. AMENDMENTS

    1. This Constitution, or any part of it, may only be amended, varied or revoked at a general meeting. The Secretary shall advise all members of any motion proposing amendment at least one (1) month prior to the meeting at which the amendment is to be considered. The motion shall be carried only if approved by a majority of at least seventy five (75) per cent of the members present and voting.

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