1. NAME OF ASSOCIATION
The title of the Association is “Gridiron West Inc”.
2.1. In this Constitution, unless the contrary intention appears –
“The Act” means the Associations Incorporation Act (W. A.) 1987;
“Affiliation Fee” means the affiliation fee or fees referred to in Rule 11;
“American Football” see Gridiron;
“Board” means the Board of Directors of Gridiron West Inc. referred to in Rule 13;
“Board Member” means a Director of the Board referred to in Rule 13;
“Criteria” means that level of standards set by the Board from time to time relating to all facilities connected to and relating to club house, playing parks, membership status, financial status, player status and any and all other aspects of American Football as deemed relevant by the Board from time to time;
“Financial year” has the meaning given by section 3(i) of the Act. A reference in that section to –
“an incorporated association” or “the association” being construed as a reference to Gridiron West; and
“the Committee” being construed as a reference to the Board;
“General Meeting” means a meeting of one of the types specified in Rule 27 to be conducted in Accordance with Rule 30;
“Gridiron” also known as the sport of American Football under the rules prescribed by the NCAA (US National Collegiate Athletic Association);
“Member” means a member of Gridiron West Inc of one of the types specified in Rule 5;
“notice” means any notice, demand, request or other communication in writing;
“Organisation” means any body corporate, association, society, club or group of persons whether incorporated or not;
“President” means the presiding officer of the Board referred to in Rule 14.1;
“resolution” means a resolution other than a special resolution;
“Rule” refers to the rule of this Constitution;
“the Secretary” means the person holding office of the secretary referred to in Rule 15;
“special resolution” means a resolution that is required to be passed by a majority of not less than three fourths of the Members who are entitled under
the Rules to vote and vote in person or, where proxies or postal votes are allowed by the Rules by proxy or postal votes, at a General Meeting of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with the Rules;
“the Treasurer” means the person holding the of office treasurer referred to in Rule 16;
“Vice President” means the person holding the office of vice president of the Board referred to in Rule 14.2;
2.2. In this Constitution unless the context otherwise requires;
2.2.1. the singular includes the plural and vice versa;
2.2.2. words denoting any gender shall include any other gender or genders;
2.2.3. words denoting persons shall include corporations and incorporated associations;
2.2.4. references to persons shall include their respective executors, administrators, personal representatives and successors in title (as the case may be). References to a company shall include the personal representatives and
successors in title of that company;
2.2.5. headings used in these Rules are for ease of reference only, and shall not affect the construction or interpretation of this Constitution;
2.2.6. references to Rules by number are references to Rules of this Constitution;
2.2.7. references to any legislation or any section or provision of a statute includes any modification or re-enactment of it or any legislative provision substituted for it and all subordinate legislation and statutory instruments issued under it.
3. OBJECTS OF GRIDIRON WEST INC
3.1. The objects of Gridiron West are –
3.1.1. to promote, encourage and control the playing of American Football
(Gridiron) in accordance with the laws of the game as laid down from time to
3.1.2. to promote and hold interclub, intrastate, interstate and international Gridiron Football competitions and matches;
3.1.3. to affiliate with or become a member of any state, national or international
Organisation having the same or substantially similar objects;
3.1.4. to allow any state, national or international Organisation having the same or substantially similar objects to affiliate with or become a Member of Gridiron West;
3.1.5. to do all such things as Gridiron West may consider are of benefit or in the
interests of the game of American Football (Gridiron);
3.1.6. Gridiron West shall not be a political association.
3.2. The property and income of Gridiron West shall be applied solely towards the promotion of the objects of Gridiron West and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to Members, except the payment in good faith to any officer or employee of Gridiron West or to any person other than a Member in return for services rendered to Gridiron West in the promotion of the objects of Gridiron West.
4. POWERS OF GRIDIRON WEST
4.1. The powers conferred on Gridiron West by section 13 of the Act are supplemented by the following additions:-
4.1.1. to invest and deal with the monies of Gridiron West not immediately required upon such securities and in such manner, as may be from time to time
4.1.2. to take such steps by personal or written appeals, public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of Gridiron West whether by way of donations, annual subscriptions or otherwise;
4.1.3. to receive and accept donations, subscriptions and endowments of money or any form of property;
4.1.4. to apply for, obtain and renew from time to time a license under the Liquor
Licensing Act 1988;
4.1.5. to make by-laws and regulations for the purpose of regulating any or all of the objects or powers of Gridiron West;
4.1.6. to engage and dismiss paid employees of Gridiron West and to fix their
remuneration and terms of employment;
4.1.7. to establish and maintain any superannuation scheme for the benefit of
employees of Gridiron West;
4.1.8. to grant and pay pension, salaries, gratuities or other sums or benefits to any person in recognition of services rendered to Gridiron;
4.1.9. to do all acts and things as are or may be incidental or conducive to the
attainment or furtherance of any of the above powers or those conferred by
section 13 of the Act.
5.1. Gridiron West shall consist of the following classes of members:
5.1.1. Full Members; and
5.1.2. Life Members.
6. FULL MEMBERS
6.1. Qualifications for Full Membership of Gridiron West
6.1.1. Full Membership shall be available to any organisation whose aims and
activities are consistent with the Objects of the Association.
6.2. Application for Full Membership
6.2.1. An organisation that wishes to become a Full Member shall:
18.104.22.168. apply for membership to the Board in writing signed by that Organisation and by both of the Members referred to in Rule 22.214.171.124 and be in such form as the Board from time to time directs; and
126.96.36.199. be proposed by one Full Member and seconded by another Full Member.
6.2.2. Each application for Full Membership of Gridiron West shall be considered by the Board at a Board Meeting called for that purpose and shall at that meeting
or a subsequent Board Meeting accept or reject that application.
7. LIFE MEMBERS
7.1. Qualifications for Life Membership
7.1.1. Life Membership may be available to any person who has rendered
outstanding service to American Football in Western Australia.
7.2. Nomination and Election of Life Members
7.2.1. A nominated person may be elected as a Life Member of Gridiron West at an
Annual General Meeting on a vote of not less than two-thirds (2/3) of those
Members present and entitled to vote.
7.2.2. Nominations for life membership shall be lodged with Gridiron West not less than twenty eight (28) days prior to the Annual General Meeting on forms
prescribed by the Board from time to time.
7.2.3. Prior to the Annual General Meeting referred to in Rule 7.2.2, the Board shall
consider the nominees for eligibility of life membership and make recommendations to the Annual General Meeting.
7.3. Benefits or Life Membership
7.3.1. Life Members shall be presented with a life membership Badge and be entitled to free entry to any Gridiron West fixtures.
8. RESIGNATION OF MEMBERS OF GRIDIRON WEST
8.1. A Member or Life Member who delivers notice in writing of their resignation
from Gridiron West to the Secretary or another Board Member ceases on
delivery of the notice to be a Member.
8.2. An Member who resigns under Rule 8.1 remains liable to pay to Gridiron
West the amount of any Affiliation Fee due and payable by that Organisation
to Gridiron West but unpaid at the date of cessation of membership.
9. EXPULSION OF MEMBERS OF GRIDIRON WEST
9.1. Expulsion of Full Members
9.1.1. The Board may on the complaint of any Full Member or on its own motion by resolution censure, suspend or expel any Full Member or Life Member who in
the opinion of the Board, through action or inaction on the part of the Member
(or any member, affiliate or associate of any Member association) has been guilty of any conduct or act detrimental or prejudicial to Gridiron West.
9.1.2. Not less than fourteen (14) days before the Board meeting at which a motion to censor, suspend or expel a Member is to be considered the Secretary shall cause a notice to be sent to the Member advising the Member of:
188.8.131.52. the proposed date, time and place of the meeting;
184.108.40.206. a summary of the alleged circumstances giving rise to the motion; and
220.127.116.11. the terms of the motion.
9.1.3. The relevant Member may make submissions to the Board orally or in writing and may give any explanations or defence to the Board, which the Member may see fit.
9.1.4. Any Member who is dissatisfied with the Board’s decision to censure, suspend or expel that Member may appeal to the Members at the next General Meeting for a review of the Board’s decision.
10. REGISTER OF MEMBERS OF GRIDIRON WEST
10.1. The Secretary shall on behalf of Gridiron West keep and maintain a register of
Members in accordance with Section 27 of the Act and that register shall be so
kept and maintained at Gridiron West’s office.
10.2. The Secretary shall cause the name of an organization that ceases to be a
Member to be deleted from the register of Members referred to in Rule 10.1.
11. AFFILIATION FEES
11.1. The annual Affiliation or Membership Fees for Full Members and Life
Members shall be set by the Board at its discretion.
12.1. A patron may be elected for a term of one year at the Annual General Meeting.
12.2. Nominations for patron of Gridiron West shall be lodged with the Secretary not less than twenty eight (28) days prior to the Annual General Meeting and Members shall be advised of the nominations at least fourteen (14) days prior to the Annual General Meeting.
12.3. Nominations will only be accepted on the official letterhead paper of a Full Member, which will incorporate a signed acceptance of the nomination by the nominee for the position of patron.
13. BOARD OF DIRECTORS
13.1. The responsibility for management of the Association shall be borne by the Board of Directors.
13.2. The Board shall consist of up to a maximum of 8 members.
13.3. If the number of Full Members of the Association is less than 8, then each Member shall be entitled to appoint one person to the Board of Directors.
13.4. If the number of Full Members (and thus the number of Member-appointed Board Members) is less than 8, the Board may by ordinary resolution invite one or more additional people (who may or may not be members of or otherwise affiliated with any current Full Member) to become members of the Board.
13.5. If the number of Members is greater than 8, then the Members shall elect the Board of Directors at the Annual General Meeting by any reasonable and equitable voting method as determined by the Board.
13.6. The voting method (if any) for the election of Board Members shall be published in the Notice of General Meeting as sent to all Members and otherwise published.
13.7. The Board shall at the first Board meeting after an Annual General Meeting and at any other times as required, elect from within its membership the following Executive roles for the Association:
13.7.2. Vice President
13.7.3. Secretary and
14. DUTIES OF THE PRESIDENT AND THE VICE PRESIDENT
14.1.1. The President shall act as the chairperson to preside at General Meetings and Board Meetings.
14.1.2. The President shall:
18.104.22.168. be responsible for the proper conduct of the business of all General Meetings and Board Meetings;
22.214.171.124. ensure that the minutes of all General Meetings and Board Meetings are read and confirmed at all those meetings and upon confirmation of the minutes shall sign the same;
126.96.36.199. represent Gridiron West at all meetings and at all ceremonial and official occasions; and
188.8.131.52. perform whenever other duties and functions the Board may determine from time to time.
14.2. Vice President
14.2.1. the Vice President shall act as alternate chairperson to preside at those General Meetings and Board Meetings at which the President is absent or unable to preside, and shall:
14.2.2. in the event that the President is unable to continue in his official capacity for any reason either temporarily or permanently, the Vice President shall assume all powers, rights and responsibilities that would otherwise accrue to the President until such time as the Board elects a new President.
15. THE SECRETARY
15.1. The Secretary shall be a member of the Board as appointed under Rule 13.7.
15.2. The Secretary shall:
15.2.1. co-ordinate the correspondence of Gridiron West;
15.2.2. keep full and correct minutes of all the meetings of the Board;
15.2.3. keep full and correct records of all meetings of the committees appointed by the Board and submit reports of those committees to the Board;
15.2.4. comply on behalf of Gridiron West with:
184.108.40.206. section 27 of the Act in respect of the register of members of Gridiron West;
220.127.116.11. section 28 of the Act in respect of the Constitution of Gridiron West; and
18.104.22.168. section 29 of the Act in respect of the record of the officeholders, and any trustees, of Gridiron West.
15.2.5. have custody of all books, documents, records and registers of Gridiron West including those referred to in Rule 15.2, other than those required by Rule 16 to be kept and maintained by, or in the custody of, the Treasurer; and
15.2.6. perform such other duties as are imposed by these Rules and the Board on the Secretary.
15.3. The Board at a special meeting called for that purpose may:
15.3.1. remove the Secretary from office summarily without notice for any cause for which summary dismissals permitted and otherwise dispense with his or her services for any reason whatsoever after one month’s notice in writing of its intention to do so given to the Secretary and any time during the term of the Secretary’s office;
15.3.2. appoint another person by majority vote of the Board as Secretary or as an
additional Secretary or as acting Secretary or as a temporary substitute for the Secretary who shall for the purposes of this Constitution be deemed to be and may be referred to as the Secretary.
15.4. The salary or remuneration to be paid to the Secretary shall be determined by the Board.
15.5. The Secretary shall:
15.5.1. keep a correct record of all players, the registration of players and the transfer of players playing American Football organized by Gridiron West.
15.5.2. check team cards to satisfy himself or herself that no Full Member is playing unregistered players.
15.6. The registrars of all the Full Members shall submit copies of all registered players to the Secretary has records before the commencement of and during the season.
15.7. The Secretary shall compile a full list of procedures to all auxiliary positions directly controlled by Gridiron West. These lists of procedures shall be kept at Gridiron West office and revised from time to time as required by a change of circumstances or by the direction of the Board.
16.1. The Treasurer shall be a member of the Board as appointed under Rule 13.7
16.2. The Treasurer shall:
16.2.1. be responsible for the receipt of all monies paid to or received by, or by him or her on behalf of Gridiron West and shall issue receipts for those monies in the name of Gridiron West;
16.2.2. pay all monies referred to in Rule 16.2.1 into such account of Gridiron West as the Board may from time to time direct;
16.2.3. make payments from the funds of Gridiron West with the authority of a General Meeting or of the Board and in so doing ensure that all checks are signed by himself or herself and the President or the Secretary or such other account signatories as the Board may allow;
16.2.4. comply on behalf of the Board with sections 25 and 26 of the Act in respect of the accounting records of Gridiron West;
16.2.5. whenever directed to do so by the President, submit to the Board a report, balance sheet or financial statement in accordance with that direction;
16.2.6. have custody of all securities, books and documents of a financial nature and accounting records of Gridiron West, including those referred to in Rules 16.2.5 and 16.2.6; and
16.2.7. perform such other duties as are imposed by these Rules and the Board on the Treasurer.
16.3. The Board may:
16.3.1. remove the Treasurer from office summarily without notice for any cause for which summary dismissal permitted and otherwise dispense with his services for any reason whatsoever after one month’s notice in writing of its intention to do so given to the Treasurer and any time during the term of his or her office;
16.3.2. appoint another person has Treasurer by majority vote of the Board or acting Treasurer or temporary substitute for the Treasurer, such person for the purposes of this Constitution being deemed to be and may be referred to as the Treasurer.
17. POWERS OF THE BOARD
17.1. The business and affairs of Gridiron West shall at all times be managed by the Board in accordance with this Constitution.
17.2. The Board may exercise all the powers of Gridiron West which are not required by this Constitution to be exercised by Gridiron West in General Meeting subject always to this Constitution and to any bylaws and regulations which may be made by the Board from time to time.
17.3. The Board can establish, alter and amend the criteria.
18. PROCEEDINGS OF THE BOARD
18.1. The Board shall meet together for the dispatch of business not less than once in each calendar month. The President shall within fourteen (14) days of receiving a request in writing to do so from not less than seventy five (75) percent of Board Members convene a special Board meeting for the purpose specified in that request.
18.2. Each Board Member shall have one deliberative vote and shall vote on all issues considered by the Board unless otherwise allowed to do so by the President.
18.3. A question arising in a Board meeting shall be decided by a resolution carried by a majority of fifty one (51) percent of Board Members present and voting.
18.4. At a Board meeting two-thirds (2/3) of the then current number of Board Members shall constitute a quorum.
18.5. The Board may in all other respects regulate its own procedure subject to this Constitution.
19. CASUAL VACANCIES IN MEMBERSHIP OF THE BOARD
19.1. When a casual vacancy within the meaning of Rule 19.2 occurs in the membership of the Board the Board shall:
19.1.1. in the case of the President, Vice President, Secretary or Treasurer, appoint from within its ranks another Board Member to assume the role of President, Vice President, Secretary or Treasurer at the earliest available opportunity.
19.1.2. in the case of any other Board member appointed by a Full Member under Rule 13.3, request the Full Members to a elect another representative
19.1.3. in the case of any other Board member other than a Board member appointed.
by a Full Member under Rule 13.3, the board may invite an additional person to become a member of the Board.
19.2. A casual vacancy occurs in the office of a Board Member and that office becomes vacant if the Board Member:
19.2.2. re-signs by notice in writing delivered to the President or, if the Board Member is the President to the Vice President;
19.2.3. is convicted of an offense under the Act;
19.2.4. is permanently incapacitated by mental or physical ill health;
19.2.5. is absent from more than:
19.2.6. three (3) consecutive Board meetings; or
19.2.7. three (3) Board meetings in the same financial year,
19.2.8. Of which he or she has received notice without tendering an apology or adequate reason to the person presiding at each of the Board meetings.
19.2.9. is removed from office pursuant to Rule 20.
20. REMOVAL OF BOARD MEMBERS
20.1. Where in the opinion of the Board or a General Meeting a Board Member whether by reason of incompetence, constant omission, neglect or willful default is not performing his or her duties the Board or a resolution of the General Meeting may call a Special General Meeting at which by a special resolution of Members present and voting, the Members may remove the Board Member and declare the office vacant without having to provide any reasons provided that prior to the vote or ballot being taken the relevant Board Member shall be given reasonable opportunity of answering the complaints or allegations made against him or her.
21. RIGHTS AND DUTIES OF FULL MEMBERS
21.1. From the date of approval of an Organization’s application to be admitted as a
Full Member each Full Member shall so long as it remains a Full Member:
21.1.1. pay the Affiliation Fee applicable from time to time to Full Members as and when the same fall due;
21.1.2. be entitled to nominate three representatives of which one may attend, speak and vote at General Meetings;
21.1.3. where the number of Full Members is less than 8 be entitled to appoint a Member of the Board, or where the number of Full Members is more than 8 be entitled to nominate one or more representatives to stand for election as a Member of the Board;
21.1.4. adhere to and comply with this Constitution;
21.1.5. use the Full Member’s best endeavors to actively promote the object of Gridiron West;
21.1.6. supply the Board upon demand with a copy of the Full Member’s constitution if any and of any amendment made to it from time to time;
21.1.7. be “an incorporated association” prior to application for admittance as a Full Member;
21.1.8. subject to this Constitution have the power to run its own affairs and finances in accordance with the Full Member’s Constitution if any.
22.1. The Board may from time to time appoint any committees which the Board may deem necessary or expedient and may depute, delegate and refer to the committees any powers and duties of the Board.
22.2. Reports of all committees shall be presented to and ratified by the Board and minutes of committee meetings shall be recorded in a minute book.
22.3. Every committee in the exercise of the powers and duties so deputed, deregulated or referred to it shall conform to any regulation, by-law or direction that may be imposed on it by this Constitution and the Board.
22.4. The Board may at any time dissolve all the any committee appointed by it.
23. VALIDATION OF ACTS
23.1. All acts and proceedings of the Board and any committee, or any member of it, or of any employee of Gridiron West shall be deemed valid notwithstanding that it is afterwards discovered that some defect existed in the appointment of the Board, the committee or any member of it or of the employee in question.
24.1. A resolution in writing signed by all the Board Members shall be as valid and effectual as if it had been passed at a Board meeting duly called and constituted.
25.1. The Board Members and members of any committee formed by the Board shall be indemnified and kept harmless out of the funds of Gridiron West from and against all charges, costs, losses, damages and expenses which they or any of them may incur or sustain in or about the execution of their respective duties except as may be occasioned by or through their own willful default or negligence and none of them shall be answerable for the acts of the others of them.
26. GENERAL MEETINGS
26.1. The Board:
26.1.1. shall convene Annual General Meetings in accordance with Rule 28; and 26.1.2. may at any time convene a Special General Meeting in accordance with Rule 27.
26.2. Subject to Rule 28.5 the Secretary shall give to Full Members not less than twenty-eight (28) days notice of a General Meeting and of any special resolution or matter for consideration to be moved at a General Meeting.
26.3. A notice given under Rule 26.2 shall specify:
26.3.1. when, where and what time the General Meeting is to be held; and
26.3.2. particulars of the business to be transacted at the General Meeting and of the order in which that business is to be transacted.
27. SPECIAL GENERAL MEETING
27.1. The Board shall:
27.1.1. call a Special General Meeting within thirty (30) days of receiving notice from any Full Member provided the Full Member provides a statement which:
22.214.171.124. is signed by more than fifty (50) percent of the Full Members;
126.96.36.199. states the nature and reason for requiring the calling of such a Special General Meeting; and
188.8.131.52. has been delivered to the Secretary personally or by registered post.
27.1.2. the Board must acknowledge receipt of this statement to the Full Member which provided the statement, by notice in writing signed by either the President or the Secretary within fourteen (14) days of receipt of the statement.
27.2. If a Special General Meeting is not convened within the thirty (30) day period specified in Rule 27.1.1 the Full Member who made the request may themselves convene a Special General Meeting, provided proper notice of the Special General Meeting is given as in Rule 26.3.
27.3. When a Special General Meeting is convened under Rule 27.2:
27.3.1. the Board shall ensure that the Full Member convening the Special General Meeting is supplied free of charge with particulars of all Full Members; and
27.3.2. Gridiron West shall pay the reasonable expenses of convening and holding the Special General Meeting.
27.4. The Members may pass a special resolution or veto any decision of the Board at a Special General Meeting called for that purpose by passing a special resolution.
28. ANNUAL GENERAL MEETINGS
28.1. The Annual General Meeting of Gridiron West shall be held on or before the last day of November in each year notice of which shall be given in accordance with Rule 26.2.
28.2. Annual General Meetings of all Full Members of Gridiron West must be held prior to the Annual General Meeting of Gridiron West in each year.
28.3. All Full Members must be represented at the Annual General Meeting. Failure to attend may result in a penalty as prescribed in the by-laws or regulations made by the Board.
28.4. All Full Members’ monthly financial statements issued by Gridiron West must show a zero balance as at the date of the Annual General Meeting in any year to be eligible to vote on any issue, motion or resolution at the Annual General Meeting.
28.5. A Full Member or a Board Member may propose by motion any special resolution or any matter for consideration and an Annual General Meeting provided that the Full Member or Board Member provides the Secretary with a copy of the proposed motion not less than fourteen (14) days (or any other shorter period determined from time to time by the Board) prior to the Annual General Meeting at which it is to be considered. The Secretary shall, if possible, include copies of the proposed motion in the notice of Annual General Meeting required under Rule 26.2.
29. BUSINESS AT ANNUAL GENERAL MEETING
29.1. The business to be conducted at an Annual General Meeting shall be as follows:
29.1.1. confirmation of the minutes of the last annual General meeting and of any Special General Meeting held since the preceding Annual General Meeting;
29.1.2. the receipt and discussion of the annual accounts and the auditor’s report;
29.1.3. appointment of an auditor in accordance with Rule 31;
29.1.4. election and notification of the appointment of the Board members;
29.1.5. election of patron; and
29.1.6. any special business raised by the Board or a Full Member by notice which has being given in accordance with Rule 28.5.
29.2. No business other than that of a formal nature shall be discussed in any Annual General Meeting unless notice is been duly given in accordance with Rule 28.5.
29.3. Any General revision, alteration or amendment of the Constitution will be conducted at the Annual General Meeting or any Special General Meeting called for that purpose in accordance with Rule 44.1.
30. PROCEEDINGS AT GENERAL MEETINGS
30.1. At a General Meeting the representatives of two-thirds (2/3) of the then current number of Full Members shall constitute a quorum.
30.1.1. If within thirty (30) minutes after the time specified for the holding of the General meeting pursuant to a notice given under rule 26.2 a quorum is not present the General Meeting stands adjourned to the same time and place on the same day in the following week.
30.1.2. If within thirty (30) minutes after the time specified for the holding of a General meeting as a result of request or notice referred to in Rule 27.1 or as a result of action taken under Rule 27.2 the General Meeting lapses.
30.1.3. If within thirty (30) minutes of the time appointed by Rule 30.1.1 for the resumption of an adjourned General Meeting a quorum is not present the Members who are present in person may nevertheless proceed with the business of that General Meeting.
30.2. The Chairperson may with the consent of a General Meeting at which a quorum is present and shall if so directed by the General Meeting adjourned that General Meeting from time to time and from place to place.
30.3. There shall not be transacted at an adjourned General Meeting any business other than business left unfinished or on the agenda at the time when the General Meeting was adjourned.
30.4. When a General Meeting is adjourned for a period of thirty (30) days or more the Secretary shall give notice of the adjourned General Meeting in accordance with Rule 26.3.
30.5. At a General Meeting a poll may be demanded by the chairperson or by any full member and if so demanded shall be taken forthwith in whatever manner the chairperson directs.
30.6. If a poll is demanded in taken under Rule 30.5 a declaration by the chairperson of the results of the poll shall be evidence of the matter so declared.
30.7. So far as is consistent with this Constitution the rules of procedure that shall apply at a General Meeting and at board meetings are those specified in appendix A for “Model Standing Orders” of the latest edition of the work by N E Renton, Guide for Meetings.
31.1. At each Annual General Meeting a qualified public accountant in private practice shall be appointed auditor of Gridiron West to hold office until the next annual general meeting and the remuneration (if any) to be paid to the auditor shall be fixed by the Board at a Board meeting to be held as soon as practicable after the Annual General Meeting.
31.2. The auditor shall:
31.2.1. examine the books of account, vouchers and relevant financial records of Gridiron West for each financial year;
31.2.2. conduct an audit to be made no later than the 30th day of November in each year;
31.2.3. prepare a report on his audit for presentation to the Annual General Meeting as to the financial position of Gridiron West; and
31.2.4. on finding any deficiency in money or goods report the matter immediately to the Board.
32.1. At any General Meeting a declaration by the chairperson that a resolution has been carried, or carried by a particular majority or lost and an entry to that effect in the minute book of Gridiron West certified by the chairperson shall be sufficient evidence of those facts without proof of the number or proportion of the votes recorded in favor of or against the resolution.
33. VOTING POWERS OF MEMBERS
33.1. The voting structure of Full Members on all issues at General Meetings shall be one vote for each full member.
33.2. A special resolution of Members entitled to vote at a General Meeting will be
required for all constitutional changes.
33.3. The President, as elected by the Board, shall have one vote, this being a casting vote when voting in the election of officers at General Meetings.
33.4. Subject to Rule 20 and Rule 33.2 all motions, resolutions or proposals put to a General Meeting will be carried by majority of those present and entitled to vote provided that should any motion, resolution or proposal deal with issues already decided by resolution of the Board then such decisions made by the Board cannot be overturned unless carried by a special resolution of those Members present and entitled to vote.
34. PECUNIARY INTEREST
34.1. A Board Member who has a direct or indirect pecuniary interest in a contract or proposed contract made by or in the contemplation of the Board shall disclose the nature and extent of his interest to the Board as soon as he or she becomes aware of their interest.
34.2. Where a Board Member has a direct or indirect pecuniary interest in a contract or proposed contract which is before the Board or a General Meeting for discussion, that a Board Member shall not take part in the deliberations or decision of the Board or General Meeting with respect to that contract.
34.3. Where a Board Member has a direct or indirect pecuniary interest in a matter other than a contract or proposed contract, which is before the Board or a General Meeting for discussion, that board member shall not vote on the matter.
34.4. Where a Full Member has a direct or indirect pecuniary interest in a contract or proposed contract, which is before any General Meeting for discussion that Full Member, shall not take part in the deliberations or decisions of the Members at that General Meeting with respect to that contract.
34.5. Where a Full Member has a direct or indirect pecuniary interest in a matter other than a contract or proposed contract, which is before any General Meeting for discussion that Full Member shall not vote on the matter.
35. MINUTES OF MEETINGS OF GRIDIRON WEST
35.1. The Secretary shall cause proper minutes of all proceedings at all General Meetings and Board meetings to be taken and then to be entered within thirty (30) days after the holding of each General Meeting or Board meeting in a minute book kept for that purpose.
35.2. The chairperson shall ensure that the minutes taken of a General Meeting or Board meeting under Rule 35.1 are checked and signed as correct by the chairperson of the General Meeting or Board meeting to which those minutes relate or the chairperson of the next succeeding General Meeting or Board meeting, as the case requires.
35.3. When the minutes have been entered and signed as correct under this Rule they shall, until the contrary is proved, the evidence that:
35.3.1. The General Meeting or Board meeting to which they relate was duly convened and held;
35.3.2. All proceedings recorded as having taken place at the General Meeting or Board meeting did in fact take place at that meeting; and
35.3.3. All appointments or elections purporting to have been made at the general Meeting or Board meeting were validly made.
36. AFFILIATION OF GRIDIRON WEST WITH OTHER ORGANISATIONS
36.1. Gridiron West may maintain an affiliation with any other governing body of American Football in the Commonwealth of Australia.
36.2. Gridiron West shall at all times abide by the rules of the games of Association (Gridiron) Football as laid down from time to time by the NCAA.
37. INTERPRETATION OF RULES
37.1. The Board shall have the sole right to interpret this Constitution and any bylaws or regulations made under this Constitution or by the Board, and make determinations in respect of any dispute which may arise relating to the Constitution and any by-laws or regulations and give directions in cases not provided for in this Constitution and any interpretation, determination, or direction shall be valid and binding upon all the Members and no question or appeal shall lie from it after the time specified in Rule 37.2 has expired.
37.2. A Full Member may within a period of fourteen (14) days of the date of any decision by the Board made pursuant to the power in Rule 37.1 seek to quash the interpretation, determination, or direction of the Board by a special resolution being passed at a Special General Meeting convened pursuant to the procedure specified in Rule 27.
38. DETERMINATION OF DISPUTES
38.1. A Member shall use their best endeavors to resolve any disputes with another Member amicably. If this fails the Members involved in any dispute shall submit the dispute to a Board meeting either voluntarily or at the direction of the Board for resolution. The Members concerned may be represented at the Board meeting. The Board shall be empowered to take whatever action is required to ensure that its decisions on any dispute are observed. Any Member violating any of the provisions of this Rule may be expelled from Gridiron West.
39.1. Where any inconsistency arises between a provision of this Constitution or any by-law or regulation made under this Constitution the Rules of the Constitution shall prevail.
39.2. Where any inconsistency arises between a provision of this Constitution and a provision contained in a members Constitution the provisions of this Constitution shall prevail.
39.3. A Member shall at all times ensure that the Member’s Constitution is not inconsistent with this Constitution or any by-law or regulation made under this Constitution or by the Board.
39.4. If a Member’s Constitution is or becomes inconsistent with this Constitution or any by-law or regulation made under this Constitution or by the Board the Member shall amend its Constitution to remove the inconsistency and to make the Member’s Constitution subject to this Constitution, the by-law or regulation.
40. COMMON SEAL OF GRIDIRON WEST
40.1. Gridiron West shall have a common seal on which its corporate name shall appear in legible characters.
40.2. The common seal of Gridiron West shall not be used without the express authority of the Board and every use of the common seal shall be recorded in the minute book referred to in Rule 35.
40.3. The affixing of the common seal of Gridiron West shall be witnessed by the President and either the Secretary or the Treasurer.
40.4. The common seal of Gridiron West shall be kept at Gridiron West’s office or any other place with any other person as the Board may from time to time decide.
41. INSPECTION OF RECORDS OF GRIDIRON WEST
41.1. A Full Member may at any reasonable time upon giving reasonable prior notice to the Secretary inspect without charge the books, documents, records, and securities of Gridiron West.
42.1. A notice required to be made or given under these Rules unless otherwise specified shall be deemed to be fully given or made by:
42.1.1. delivering the notice personally in the manner specified in rule 42.2; or 42.1.2. posting the notice by prepaid post in the manner specified in rule 42.2;
42.2. Notices shall be delivered in the following manner;
42.2.1. In the case of a notice by Gridiron West to a Member, the Secretary shall deliver or post the notice to the Member at the address of the Member appearing in the Gridiron West’s register of Members kept and maintained pursuant to section 27 of the Act.
42.2.2. In the case of a notice given by a Member to Gridiron West, the Member shall deliver or post the notice to the Secretary at Gridiron West’s office.
42.2.3. In any other case where notice is required, as the Board may prescribe from time to time the method of the giving of the notice.
42.3. A notice posted shall be deemed to have been served on the addressee forty eight (48) hours after it has been posted notwithstanding that it may never in fact have been delivered or received by the addressee.
43.1. If any part of this Constitution is or becomes void, voidable, unenforceable, or illegal than that part shall be severed from this Constitution with the intent that all parts that shall not be or becomes void, voidable, unenforceable, or illegal shall remain in full force and effect and be unaffected by any severance.
44. AMENDMENT OF CONSTITUTION OF GRIDIRON WEST
44.1. Gridiron West may amend, alter, or vary this Constitution, or make by-laws and regulations additional to it, in accordance with the procedure set out in Sections 17, 18, and 19 of the Act.
44.2. After a General Meeting where the Constitution is altered or amended then the Constitution will be reprinted with all alterations and amendments and a copy sent to each Full Member and Associates Member not later than twelve (12) weeks after the General Meeting.
44.3. This Constitution shall bind every Member and Gridiron West to the same extent as if every Member and Gridiron West had signed and sealed this Constitution and agreed to be bound by all its provisions.
45. DISTRIBUTION OF SURPLUS PROPERTY ON WINDING UP GRIDIRON WEST
45.1. Gridiron West may be dissolved by special resolution carried by a Special General Meeting called for that purpose.
45.2. If on winding up of Gridiron West any property of Gridiron West remains after satisfaction of the debts and liabilities of Gridiron West and the costs, charges, and expenses of that winding up that property shall be distributed:
45.2.1. to another incorporated association having objects similar to those of Gridiron West; or
45.2.2. for other charitable or benevolent purposes;
45.3. Any determination of an incorporated association or purposes, as the case requires, for the purposes of Rule 45.2 above, shall be determined by resolution of the Full Members when authorizing and directing the Board under Section 33 (3) of the Act to prepare a distribution plan for the distribution of surplus property of Gridiron West.