CONSTITUTION OF THE SEACLIFF COMMUNITY RECREATION ASSOCIATION INCORPORATED
4 OBJECTS OR PURPOSES OF THE ASSOCIATION
8 DUTIES OF OFFICERS
9 BOARD OF MANAGEMENT
10 POWERS OF THE BOARD
15 DISPUTE RESOLUTION
16 ALTERATION OF CONSTITUTION
17 NON-PROFIT CLAUSES
19 SEAL OF THE ASSOCIATION
20 PUBLIC OFFICER
21 WINDING UP
22 APPLICATION OF SURPLUS ASSETS
Revised by Board of Management of Seacliff Community Recreation Association Incorporated December 2007, November 2012, November 2015, November 2018
The name shall be Seacliff Community Recreation Association Incorporated, referred to as the Association.
The office and activities of the Association shall be at 32 Yacca Road Seacliff or such other place as the Board may from time to time decide.
“Board” means the Board of Management of the association.
“Executive” means President, Vice President, Secretary and Treasurer.
“The Act” means The Associations Incorporation Act 1985 (SA)
“Annual General Meeting” means a meeting of the kind described in clause 11.1
“Special General meeting” means a general meeting of Members convened in accordance with clause 11.2
“Constitution” means the constitution of Seacliff Community Recreation Association Incorporated
“Financial 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.
“Life Member” means an individual appointed as a life member of Seacliff Community Recreation Association Incorporated under clause 5.3.3
“Members” means a member for the time being of Seacliff Community Recreation Association Incorporated as described in clause 5.3.
“Member Groups” means the Clubs that use the Seacliff Community Recreation Association Incorporated premises to conduct their activities and are identified in the Member Groups By-Law.
4 Objects or Purposes of the Association
4-1 The Association believes that active recreation is a leisure activity
which improves the quality of human life by providing stimuli for
personal and social growth.
4-2 The Association therefore aims to provide opportunities for people of all ages, levels of skill and areas of interest to enjoy active recreational
and cultural pursuits in company with each other. The objective is to
develop skills, interests and friendships, and at the same time, to
encourage the growth of individual personality and the desire to live a
full and satisfying life as a member of a vigorous community.
4-3 The Association undertakes to promote active recreational pursuits at a
local and community level.
4-4 The Association shall encourage co-operation among community recreation organisations.
4-5 The Association shall be non-sectarian and in carrying out its aims there shall be no discrimination against any person.
4-6 The Association undertakes to give special consideration to those persons who because of sickness, destitution or other misfortune, are in necessitous circumstances and to provide relief to such persons by means of the facilities provided by the Association or in such other manner as the Association may deem fit.
4-7 The Association shall establish and conduct clubrooms, gymnasiums or other meeting places for the attainment of its Objects and Purpose as stipulated in this Constitution.
5-1 Membership shall be open to those individuals and groups who uphold the objects and purposes of the Association and who are enrolled and pay the associated membership fees as determined by the Board from time to time. Membership is subject to approval by the Board or its delegated authority.
5-2 Member Groups are –
Groups of persons engaged in running an activity under the auspices of the Association shall be referred to as Member Groups and shall be stipulated in the Member Groups By-Law.
The Board of Management shall determine the rules by which Member
Groups operate within the Seacliff Community Recreation Association Incorporated. These Rules shall be detailed in the Member Groups By-Law.
5-3 Membership categories shall be identified as
5-3-1 Members, being individual persons who have a regular and active interest in the activities and affairs of the Association and who have paid the membership fees relevant to their activity.
5-3-2 Board Members, those persons elected/nominated in accordance with Section 9.1 of this Constitution.
5-3-3 Life Members, being individual persons appointed by the Board in recognition of distinguished service to the Association of not less than ten (10) years or for other sufficient cause.
Not more than two (2) persons may be appointed in any one year.
Any Member may recommend a person for Life Membership by notice in writing to the Secretary of the Board and be submitted to the Board prior to the last general meeting before the AGM. A recommendation made under this clause must include a written report outlining the history of services of the nominee.
5-3-4 Honorary Members being individual persons nominated by a Member Group but not within any other membership category who contribute by their services to the running of that group.
5-4 Obligations of Members
Each member must;
(a) Treat all staff, contractors and representatives of Seacliff Community Recreation Association Incorporated with respect and courtesy at all times;
(b) Maintain and enhance the standards, quality and reputation of both Seacliff Community Recreation Association Incorporated and its Member Groups, and
(c) Not act in a manner unbecoming of a Member, Member Group or Board or prejudicial to the Objects or the interests or reputation of Seacliff Community Recreation Association Incorporated, state affiliated bodies or the sports
(d) Abide by the Rules and By-Laws of Seacliff Community Recreation Association Incorporated
5-5 Register of Members
(a) Member Groups must keep and maintain a register of Members in accordance with the Act.
(b) In addition to the information required by the Act, the Register may contain such other information as Member Groups or Board considers appropriate
5-6 Effect of membership
(a) This Constitution constitutes a contract between each of the Members, Member Group or Board Member and Seacliff Community Recreation Association Incorporated and each Member is bound by this Constitution and the Rules.
(b) Each Member, Member Group and Board member is also bound by the rules and regulations governing competitions in which the Member participates.
(c) Binds each Member and Member Group to the rules and regulations of the peak body organisations with which the Member or Member Group is affiliated.
5-7 Membership shall be open to any person who in the opinion of the Board is in any way in special need of the facilities administered by the Association.
5-8 The Board shall have the power to fix and vary joining fees and subscriptions for members from time to time and to make rules for ensuring the collection thereof.
The Board may waive the payment of joining fees and subscriptions in cases of genuine hardship or where membership has been granted because of special circumstances.
5-9 Expulsion of a Member, Member Group or Board Member
5-9-1 Subject to giving a Member, Member Group or Board Member
an opportunity to be heard or to make a written submission, the
Board may resolve to expel a Member, Member Group or Board Member upon a charge of conduct detrimental to the
interests of the association.
5-9-2 Particulars of the charge shall be communicated to the Member, Member Group or Board Member at least one month before the meeting of the Board which the matter will be determined.
5-9-3 The determination of the Board shall be communicated to the
Member, Member Group or Board Member, and in the event of
an adverse determination the Member, Member Group or Board Member shall, (subject to 5-9-4), cease to be a Member,
Member Group or Board Member immediately after the Board has communicated its determination to the Member, Member Group or Board Member.
5-9-4 It shall be open to a Member, Member Group or Board Member to appeal to the association in general meeting against the expulsion. The intention to appeal shall be communicated in writing to the Secretary or Public Officer of the Association within 14 days after the determination of the Board has been communicated to the Member, Member Group or Board Member.
5-9-5 In the event of an appeal under 5-9-4, the appellant’s
Membership of the Association shall not be terminated unless the determination of the Board to expel the Member, Member Group or Board Member is upheld by the Members of the Association in a general meeting after the appellant has been heard by the members of the Association, and in such an event membership will be terminated at the date of the general meeting at which the determination of the Board is upheld.
5-10 Return of Property
A Member, Member Group or Board Member who ceases to be a member must not thereafter use any property of Seacliff Community Recreation Association Incorporated (including, without limitation its Intellectual Property) and must immediately return to Seacliff Community Recreation Association Incorporated all documents, records or other property in the possession, custody or control of the former member. Any equipment purchased by a Member Group remains property of Seacliff Community Recreation Association Incorporated.
5-11 Membership shall not be a pre-requisite for persons to be granted use
of any facilities administered by the Association. Such use shall be contingent upon the user providing a copy of their insurance policy which must provide appropriate coverage for the activity being conducted.
Patrons may be appointed, and such appointments shall be made at the
Annual General Meeting.
7 Executive Officers
Executive Officers of the Association shall be President, Vice President, Secretary and Treasurer.
The officers shall be elected at the Annual General Meeting and hold office for twenty-four (24) months and be eligible for re-election if they so desire.
Executive Officers must be eighteen years of age or over.
8 Duties of Officers
8-1-1 The President shall preside at the Annual General Meeting and any Special General Meetings of the Association and meetings of the Board.
8-1-2 The President shall decide all questions of order, enforce due obedience to the Rules and sign the minutes of proceedings of the Annual General Meeting and any Special General Meetings of the Association and meetings of the Board.
8-1-3 The President shall ensure that the decisions of the Board are carried into proper effect and that such measures are adopted from time to time as are deemed expedient for the purpose of pursuing the objects and purposes of the Association.
8-1-4 The President shall have the right to attend any meeting of any Member Group in an ex officio capacity.
8-2 Vice President
8-2-1 In the absence of the President, the Vice President of the
Association shall preside at the Annual General Meeting or any
Special Meetings of the Association or meetings of the Board.
8-2-2 If the President and the Vice President shall be absent or unwilling to act as Chair of a meeting, the members present at that meeting shall appoint one of their numbers to be Chair.
8-3-1 Call General Meetings and any Special Meetings when directed to do so by the Board.
8-3-2 Record accurate minutes of all such meetings.
8-3-3 Be responsible for the custody of the books, journals and all documents whatsoever belonging to the Association.
8-3-4 Ensure all books of the Association are available for inspection by the auditors or any Member of the Board.
8-3-5 Conduct correspondence and perform such other duties as the Board may from time to time direct.
8-4-1 Pay into the Associations bank account all monies and cheques received on behalf of the Association.
8-4-2 Retain proper records of all monies received and expended by or on behalf of the Association and all matters pertaining to such receipts, funds, liabilities and transactions of the Association.
8-4-3 Prepare and submit to the Annual General Meeting of the Association in each year a duly audited Annual Statement of Accounts of the Association made up to and including the 30th
June in each year.
8-4-4 Submit a Financial Statement of the Association’s activities for
the prior period at each meeting of the Board.
8-4-5 Record separately from General Revenue such monies as are received from individual Member Groups other than monies collected from members as subscriptions or attendance fees
These monies although being banked in the Associations Bank Account are to be reserved for the specific use of the Member Group concerned.
9 Board of Management
9-1 The affairs of the Association shall be conducted by the Board of
Management herein referred to as the Board which shall be elected, or their appointment ratified (in the case of Member Group representatives) at the Annual General Meeting and which shall comprise of
9-1-1 The Executive Officers (as defined in Clause 7)
9-1-2 One (1) delegate from each Member Group of the Association as specified in the Member Group By-Law, who shall be nominated by the relevant Member Group and that appointment confirmed at the Annual General Meeting
9-1-3 One (1) elected Member responsible for Maintenance
9-1-4 One (1) elected Member responsible for Publicity
9-1-5 The local council shall have the right to appoint a member if they so desire.
9-1-6 All elected Executive Officers of the Board shall hold the office for twenty-four (24) months and be eligible for re-appointment and re-election if they so desire. All other elected or appointed representatives of the Board shall hold the office for twelve (12) months and be eligible for re-appointment and re-election if they so desire
9-1-7 The election of Executive Officers of the Board will be staggered with fifty (50) per cent of Board Members terms expiring annually. To ensure continuity the sequence of elections will be as follows;
Odd Years: Vice President
Even years: President
9-2 The Board shall be responsible for the management of the Association and shall provide for the administration and control of the affairs and property of the Association subject to such directions as may be given in the Annual General Meeting or at any Special General Meeting.
No direction given by the Annual General Meeting or Special General Meeting shall invalidate any prior act of the Board which would have been valid but for their direction.
No persons dealing with the Board shall have the right to enquire whether any direction has been given or whether the Board is complying with any direction or any resolution of the Board duly passed.
9-3 The Officers and Members of the Board shall be entitled to one (1) vote each at Board Meeting with the exception of the Chair in a
situation as provided for in Clause 14-1 hereof.
9-3-1 To be a Member of the Board of Management the individual must have attained the age of sixteen years
9-4 Disqualifications of Board Members
The office of a Board Member shall become vacant if a Board Member
9-4-1 disqualified from being a Board Member by the Act;
9-4-2 expelled as a Member under these rules;
9-4-3 permanently incapacitated by ill health;
9-4-4 absent without apology from more than two meetings in a
9-4-5 convicted of an indictable offence;
9-4-6 no longer the duly appointed representative of a Member Group or local council.
9-5 The Board may fill a casual vacancy in the Board or any office. A person appointed to fill a casual vacancy shall hold that office until the next Annual General Meeting following their appointment, at which time they may stand for election in accordance with Section 9 of this Constitution.
9-6 The powers of the Board shall continue notwithstanding any vacancy if there are sufficient Members to form a quorum
More than 50% of the Board Members shall constitute a quorum at a Board Meeting.
(a) If the number of Board Members in office is an even number, half of the number of Board Members plus one (1) constitutes a quorum.
(b) If the number of Board Members in office is an odd number, half of the number of Board Members rounded up to the next whole number constitutes a quorum.
9-7 All acts done at any meeting of the Board or by a Committee or by any officer or members of the Board or Committee acting as such shall, not withstanding that it be afterwards discovered that there was some defect in the appointment of any Members of the Board or Committee or such Officer or Member acting as aforesaid, be as valid as if every such person had been duly appointed.
10 Powers of the Association
10-1 The Association shall have all the powers conferred by section 25 of the Act without prejudice to the powers conferred by this Constitution or any other powers conferred or implied by law or statute but subject to Clause 9-2 hereof to;
10-1-1 Buy, take on lease or otherwise acquire any real or personal property for the purposes of the Association.
10-1-2 Sell or otherwise dispose of all or any of the real or personal property of the Association.
10-1-3 Let all or any portion of the real or personal property of the Association for such term or terms, at such rent or rents, and generally upon and subject to such terms, conditions and agreements as may be deemed desirable, and to accept surrenders or leases and the vacation of tenancies.
10-1-4 Invest any monies of the Association in any securities of, or guaranteed by the Government, or the Parliament of the Commonwealth or a State, with power from time to time to vary or transpose such investments for or into others or a like nature.
10-1-5 Acquire debentures, debenture stock, bonds, stocks, shares, obligations or securities by original subscription, tender, purchase, exchange or otherwise either for cash or for a consideration other than cash and to subscribe for the same either conditionally or otherwise and to guarantee the subscription thereof and to exercise and enforce all rights and powers conferred by or incident to the ownership thereof.
10-1-6 Give guarantees and to borrow or raise money either solely or in conjunction with others in such manner as the Board shall think fit whether by fixed loan or fluctuating overdraft and to secure repayment of any monies borrowed, raised or owing by it (whether with or without others) by Mortgage charge in lien upon the whole or any part of the Associations property or assets (whether present or future) and also by a similar mortgage charge or lien to secure and guarantee the performance by the Board on any obligation or liability it may undertake.
10-1-7 Advance or lend monies either alone or jointly with others to any person, Company or other incorporated body and either upon security of real or personal property or other security or without security and with or without interest, in any case as the Board in its discretion shall deem fit and upon such terms and conditions as to repayment thereof as the Board in its discretion shall deem fit and if any such advance or loan is made upon the security of any real or personal property the Board shall be obliged to obtain advice as to the value thereof, PROVIDED HOWEVER that the Board may act upon statements of, or information obtained from any bankers, accountants, valuers and other persons reasonably believed by the Board in good faith, to be expert in relation to the matters upon which they are consulted and the Board shall not be liable for anything done or suffered by it in good faith in reliance upon such opinion, advice, statements or information.
10-1-8 Appoint and dismiss all paid officers or servants of the Association and define their duties and the terms of their employment.
10-1-9 Fix the salaries or remuneration or honorariums of all persons employed by or holding office in the Association and provide superannuation provident fund, long service leave or other like benefits for such persons.
10-1-10 Arrange for the supply of all articles, books, periodicals and things considered necessary for the purposes of the Association
10-1-11 Attend generally to all matters affecting the welfare of the assets of the Association or otherwise.
10-1-12 Delegate any of the powers of the Board herein contained upon such terms and conditions as may be determined by the Board to any Committee or Officer of the Association.
10-1-13 Make rules not inconsistent with this Constitution for the regulation of its own proceedings and for defining the respective powers and duties of any Member Group, Committee or Officer of the Association, and the governance of the Association generally.
10-1-14 Authorise bank signatures as may be determined by the Board from time to time.
10-2 A Member of the Board shall at all times act honestly and use all reasonable diligence in the exercising of their rights on the discharge of duties as a Member of the Board and
10-2-1 Any Member of the Board who is in any way either directly or indirectly interested in or likely to receive any benefit from the exercising or proposed exercising by the Board of any of the powers herein contained shall as soon as practicable after the relevant facts have come to their knowledge declare the nature of their interest or likely benefit as the case may be at a meeting of the Board and such Member shall not vote in respect thereof at any meeting of the Board and shall not be counted in a quorum at such meeting.
10-2-2 A Member of the Board shall not make improper use of information acquired by virtue of their position as such a Member of the Board to gain directly or indirectly an advantage for themselves or any other person or to cause detriment to the Association.
10-2-3 Any Member of the Board who commits a breach of any of the provisions of this sub clause is
10-2-3-1 liable to the Association for any profit made by the Member and for damage suffered by the Association as a result of the breach and
10-2-3-2 guilty of misconduct and subject to suspension or expulsion from the Association
10-2-4 Members of the Executive and Board of Management shall be indemnified against any financial loss suffered by the Seacliff Community Recreation Association Incorporated occurring as a result of the actions of the Executive or Board of Management either separately or as a group.
This section shall only be enforced where the actions of the aforementioned are conducted without any intent to injure or defraud Seacliff Community Recreation Association Incorporated.
10-2-5 For the purpose of this sub clause a member of the Board shall be deemed to include all Members of any Committee or any officer of the Association to whom any powers of the Board have been delegated pursuant to the provisions of Clause 10-1-9.
11-1 The Annual General Meeting shall be held no later than the 30th day of November in each year when elections and appointments shall be made herein and a report of the operations of the Association for the year ending on the preceding 30th day of June together with audited accounts for that year shall be presented by the appropriate officers of the Association.
11-2 A Special General Meeting may be called
11-2-1 By the President
11-2-2 At the written request of six (6) members of the Board
11-2-3 At the written request of at least 20 members as defined in Clause 5-3
11-3 Subject to Clause 16-2 hereof, at least twenty-one (21) days notice of the Annual General Meeting or any Special General Meeting and of the business to be brought forward there at shall be given.
11-4 All Members and Member Groups shall be notified of the Annual
General Meeting or any Special General Meeting in accordance with the Act.
11-5 Board meetings shall be held at least ten (10) times in each year and at such time as may be
11-5-1 Required by the President
11-5-2 Requested by five (5) members of the Board provided seven (7) days notice is given and the business to be discussed is clearly stated on the notice papers
11-5-3 The interval between any two meetings shall not exceed three (3) months
11-6 The accidental omission to give notice of any meeting to or non- receipt of any such notice by any Member or person entitled to receive such notice shall not invalidate the proceedings or any resolution passed at any such meeting.
12-1 Committees may be appointed or dissolved in such manner as may be determined by the Board.
12-2 Committees shall be appointed by the Board in accordance with the Sub-committee by-Law, at the first meeting of the Board following the Annual General Meeting in each year.
12-3 A Committee shall in all things be subject to the control and direction of the Board but subject to such control and direction a Committee may regulate the conduct of its own business.
12-4 Terms of reference, quorums, powers and composition of Committees shall be laid down in the Sub-Committee By-Law and amended as deemed necessary by the Board.
12-5 The President, Vice President, Treasurer and Secretary shall be ex officio members of all Committees.
The Board must call for nominations for Board Members at least forty-nine (49) days prior to the Annual General Meeting.
13-1 Nominations must;
(a) be in writing
(b) be in the prescribed form (if any) provided for that purpose
(c) be signed by the nominee; and
(d) be delivered to the Secretary of the Board not less than thirty-five (35) days before the date fixed for the Annual General Meeting
(a) If only one (1) nomination is received for each position, then those nominated will be declared elected at the Annual General Meeting.
(b) If there are insufficient nominations received to fill all positions on the Board, nominations for the remaining Board 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 positions to be filled, then those nominated will be declared elected at the Annual General Meeting.
(c) If more than one (1) nomination for each position is received, an election must be conducted at the Annual General Meeting
(d) If at the close of the Annual General Meeting, there are vacant positions, the vacant positions will be casual vacancies under clause 9.5
(e) Board of management positions are as described in clause 9.1.
13-3 Terms of Appointment
The term of office of each Board position begins at the conclusion of the Annual General Meeting at which their election occurs.
14-1 At the Annual General Meeting or any Special General Meeting or meetings of the Board, the Chair shall be entitled to a deliberative
vote and to a casting vote where there is an equality of voting.
14-2 At any Annual General Meeting or Special General Meeting Members sixteen years of age and over shall be entitled to one vote each. One parent or guardian of each Member fifteen years of age and under shall be entitled to one vote each. A parent or guardian who is already a Member or is the parent or guardian of more than one member fifteen years of age or under shall still be entitled to only one vote.
14-3 All questions shall be decided by a simple majority except as prescribed in Clause 16-1 herein.
14-4 All elections shall be decided by show of hands unless a secret ballot
14-5 Ten (10) voting Members shall constitute a quorum at the Annual General Meeting or any Special General Meeting.
15 Dispute Resolution
15-1 The dispute resolution procedure set out in this rule applies to disputes
under these Rules between-
15-1-1 a Member and another Member
15-1-2 a Member and the Association
15-2 The parties to the dispute must meet and discuss the matter in dispute,
and, if possible, resolve the dispute within 14 days after the dispute
comes to the attention of the parties.
15-3 If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties.
15-4 In this rule “member” includes any person who was a Member not
more than six months before the dispute occurred.
16 Alterations of Constitution
16-1 Alterations and additions to and deletions from this Constitution may be made by a resolution passed by no less than 75 % majority of those present and entitled to vote at the Annual General Meeting or any Special General Meeting.
16-2 At least twenty-one (21) days notice of the meeting and of the alterations, additions or deletions to be proposed shall be made known
to the persons entitled to a notice of the meeting under Clause 11-4.
17 Non-Profit Clause
The assets and income of the Association shall be applied solely in furtherance of its objectives and no portion shall be distributed directly or indirectly to its members except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.
At the Annual General Meeting the Members shall appoint an auditor who shall not be a Member of the Board.
The auditor shall as soon as practical after the 30th day of June in each year (and also whenever requested by the President or the Board) audit the accounts of the Association (including Member Groups) and shall report thereon to the Board.
19 Seal of the Association
The seal of the Association shall not be affixed to any document except by the authority of the Board and in the presence of an Officer and one (1) other Member of the Board or such other person as the Board may nominate for the purpose who shall sign every document to which the seal is affixed.
20 Public Officer
The Board shall from time to time appoint any person other than the auditor to
be the Public Officer of the Association and may revoke any such appointment
21 Winding up
The association may be wound up in the manner provided for in the Act.
22 Application of Surplus Assets
22-1 If after the winding up of the association there remains “surplus assets” as defined in the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members.
22-2 Such organisation or organisations shall be identified and determined
by a resolution of Members in General Meeting.
These rules may be altered (including an alteration to the association’s name) by special resolution of the members of the Association. This includes revision or replacement by substitute rules.
The alteration shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs and Compliance Branch, as required by the Act.
The registered rules shall bind the association and every Member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all the provisions thereof.