DRAFT CONSTITUTION

ASSOCIATIONS INCORPORATION ACT 1987 (WA) (Act) CONSTITUTION
of
BUNBURY CROSS COUNTRY RUNNERS CLUB INC

1. Name of Association

1.1 The name of the Association is Bunbury Cross Country Runners Club Inc (Association).

2. Objects of Association

2.1 The Association is a charitable community service based institution. The objects for which the Association is established are to:

(a) promote running and walking within the Bunbury region;
(b) organise and conduct competitions;
(c) encourage members to realise their potential and athletic abilities by extending to members the opportunity of competition and reward trophies and rewards to successful competitors;
(d) assist runners and walkers to achieve fitness and benefit from running and walking;
(e) encourage and promote good fellowship and sportsmanship amongst all members of the Association and the sport generally;
(f) do all that is reasonably necessary to enable these objects to be achieved and to enable members to receive the benefits which these objects are intended to achieve; and
(g) provide for recreation and social interaction.

3. Powers

3.1 The powers conferred on the Association are the same as those conferred by section 13 of the Act so that subject to the Act, the Association may do all things necessary or convenient for carrying out its objects. In particular the Association may:

(a) acquire, hold, deal with and dispose of any real or personal property;

(b) open and operate bank accounts;
(c) invest its money;
(d) borrow money upon such terms as the Association thinks fit;
(e) give security for the discharge of liabilities incurred by the Association;
(f) appoint agents to conduct business on its behalf;
(g) enter into any contracts the Association considers necessary or desirable; and
(h) appoint salaried staff necessary to further its objects.

4. Income and Property

4.1 The income and property of the Association must be applied solely to the promotion of the objects of the Association.
4.2 No portion of the income or property of the Association may be paid, transferred or distributed, directly or indirectly, to members of the Association, except for payments made in good faith in the promotion of the objects of the Association, including (without limitation) payments by way of:

(a) reimbursement of expenses; or

(b) remuneration to any officer, employee or other person doing work for the Association.

5. Membership

5.1 Membership will be open to all members of the community.
5.2 A person who wishes to become a member of the Association must submit an application form to the Management Committee.
5.3 Membership will unless terminated earlier, run for a calendar year.
5.4 Membership may be terminated:

(a) by notice from a resigning member; or

(b) by expulsion for misconduct under rule 20.
5.5 The Management Committee will determine from time to time the different categories of membership.

6. Register of Members

6.1 The Association shall keep and maintain a register (Register) in which shall be entered the full name, address and date of entry of each member. Members shall provide notice of any change and required details to the Association within one (1) month of such change.
6.2 Having regard to confidentiality considerations and privacy laws, an extract of the Register, excluding the address or other direct contact details of any member, shall be available for inspection (but not copying) by members upon reasonable request.
6.3 Subject to confidentiality considerations and privacy laws, the Register may be used by the Association to further its objects as the Management Committee considers appropriate.

7. Membership fees

7.1 The annual membership subscription and fees payable by members to the Association and the time for payment shall be determined by the Management Committee from time to time.

8. Management Committee

8.1 A Management Committee must be elected to run the day-to-day business of the Association.
8.2 The Management Committee must consist of at least four (4) but not more than six (6) committee members.
8.3 The members of the Management Committee must be elected at the annual general meeting.
8.4 The office bearers referred to in rule 9 will form part of the Management Committee.
8.5 Management Committee members will be elected at the annual general meeting for a one (1) year term.
8.6 A member standing for election must be nominated and seconded by two members of the Association.
8.7 Management Committee members shall hold office from the conclusion of the annual general meeting at which they were elected until the conclusion of the next following annual general meeting. Management Committee members may be re-elected.

9. Office bearers

9.1 The office bearers of the Association will be the Chairperson, Vice-Chairperson, Treasurer and Secretary. In brief, the roles of these office bearers are:

Chairperson Vice-Chairperson

Treasurer Secretary

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Chair all meetings.

Chair meetings and or carry out other duties of the Chairperson in his or her absence.

Manage the Association’s finances, maintain financial records and prepare financial reports.

Convene and attend meetings, take minutes and keep records of all business conducted at meetings of members and the Management Committee.

9.2 The office bearers will be elected at the annual general meeting for a one (1) year term.
9.3 A member standing for election must be nominated and seconded by two members of the Association.
9.4 The office bearers shall be elected in accordance with this constitution annually and shall hold office from the conclusion of the annual general meeting at which they were elected until the conclusion of the next following annual general meeting. Office bearers may be re-elected.

10. Casual vacancies

10.1 A casual vacancy in any office because of death, resignation, removal or otherwise must be filled by a member of the Management Committee until the next election of office bearers.

11. Annual General Meeting

11.1 The annual general meeting of the Association will take place, unless otherwise determined by the Management Committee, immediately following the last scheduled event in September of each calendar year.
11.2 The Secretary will give all members, at the address appearing in the Register kept by the Association, not less than twenty one (21) days notice of an annual general meeting if it is not to be held in accordance with 11.1.
11.3 The notice must state the date, time and place of the meeting as well as the particulars of the business to be considered at the meeting.
11.4 The business of each annual general meeting is to:

(a) present the annual report;

(b) receive and approve financial reports;

(c) elect new office bearers;

ASSOCIATIONS INCORPORATION ACT 1987 (WA) (Act) CONSTITUTION
of
BUNBURY CROSS COUNTRY RUNNERS CLUB INC

1. Name of Association

1.1 The name of the Association is Bunbury Cross Country Runners Club Inc (Association).

2. Objects of Association

2.1 The Association is a charitable community service based institution. The objects for which the Association is established are to:
(a) promote running and walking within the Bunbury region;
(b) organise and conduct competitions;
(c) encourage members to realise their potential and athletic abilities by extending to members the opportunity of competition and reward trophies and rewards to successful competitors;
(d) assist runners and walkers to achieve fitness and benefit from running and walking;
(e) encourage and promote good fellowship and sportsmanship amongst all members of the Association and the sport generally;
(f) do all that is reasonably necessary to enable these objects to be achieved and to enable members to receive the benefits which these objects are intended to achieve; and
(g) provide for recreation and social interaction.
3. Powers

3.1 The powers conferred on the Association are the same as those conferred by section 13 of the Act so that subject to the Act, the Association may do all things necessary or convenient for carrying out its objects. In particular the Association may:

(a) acquire, hold, deal with and dispose of any real or personal property;

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(b) open and operate bank accounts;
(c) invest its money;
(d) borrow money upon such terms as the Association thinks fit;
(e) give security for the discharge of liabilities incurred by the Association;
(f) appoint agents to conduct business on its behalf;
(g) enter into any contracts the Association considers necessary or desirable; and
(h) appoint salaried staff necessary to further its objects.
4. Income and Property
4.1 The income and property of the Association must be applied solely to the promotion of the objects of the Association.
4.2 No portion of the income or property of the Association may be paid, transferred or distributed, directly or indirectly, to members of the Association, except for payments made in good faith in the promotion of the objects of the Association, including (without limitation) payments by way of:

(a) reimbursement of expenses; or

(b) remuneration to any officer, employee or other person doing work for the Association.
5. Membership
5.1 Membership will be open to all members of the community.
5.2 A person who wishes to become a member of the Association must submit an application form to the Management Committee.
5.3 Membership will unless terminated earlier, run for a calendar year.
5.4 Membership may be terminated:

(a) by notice from a resigning member; or

(b) by expulsion for misconduct under rule 20.
5.5 The Management Committee will determine from time to time the different categories of membership.
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6. Register of Members
6.1 The Association shall keep and maintain a register (Register) in which shall be entered the full name, address and date of entry of each member. Members shall provide notice of any change and required details to the Association within one (1) month of such change.
6.2 Having regard to confidentiality considerations and privacy laws, an extract of the Register, excluding the address or other direct contact details of any member, shall be available for inspection (but not copying) by members upon reasonable request.
6.3 Subject to confidentiality considerations and privacy laws, the Register may be used by the Association to further its objects as the Management Committee considers appropriate.
7. Membership fees

7.1 The annual membership subscription and fees payable by members to the Association and the time for payment shall be determined by the Management Committee from time to time.

8. Management Committee
8.1 A Management Committee must be elected to run the day-to-day business of the Association.
8.2 The Management Committee must consist of at least four (4) but not more than six (6) committee members.
8.3 The members of the Management Committee must be elected at the annual general meeting.
8.4 The office bearers referred to in rule 9 will form part of the Management Committee.
8.5 Management Committee members will be elected at the annual general meeting for a one (1) year term.
8.6 A member standing for election must be nominated and seconded by two members of the Association.
8.7 Management Committee members shall hold office from the conclusion of the annual general meeting at which they were elected until the conclusion of the next following annual general meeting. Management Committee members may be re-elected.
9. Office bearers

9.1 The office bearers of the Association will be the Chairperson, Vice-Chairperson, Treasurer and Secretary. In brief, the roles of these office bearers are:

Chairperson Vice-Chairperson

Treasurer Secretary

4
Chair all meetings.

Chair meetings and or carry out other duties of the Chairperson in his or her absence.

Manage the Association’s finances, maintain financial records and prepare financial reports.

Convene and attend meetings, take minutes and keep records of all business conducted at meetings of members and the Management Committee.
9.2 The office bearers will be elected at the annual general meeting for a one (1) year term.
9.3 A member standing for election must be nominated and seconded by two members of the Association.
9.4 The office bearers shall be elected in accordance with this constitution annually and shall hold office from the conclusion of the annual general meeting at which they were elected until the conclusion of the next following annual general meeting. Office bearers may be re-elected.
10. Casual vacancies

10.1 A casual vacancy in any office because of death, resignation, removal or otherwise must be filled by a member of the Management Committee until the next election of office bearers.

11. Annual General Meeting
11.1 The annual general meeting of the Association will take place, unless otherwise determined by the Management Committee, immediately following the last scheduled event in September of each calendar year.
11.2 The Secretary will give all members, at the address appearing in the Register kept by the Association, not less than twenty one (21) days notice of an annual general meeting if it is not to be held in accordance with 11.1.
11.3 The notice must state the date, time and place of the meeting as well as the particulars of the business to be considered at the meeting.
11.4 The business of each annual general meeting is to:

(a) present the annual report;

(b) receive and approve financial reports;

(c) elect new office bearers;
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(d) elect a new Management Committee;
(e) determine subscription fees for the following twelve (12) months; and
(f) consider any other matter of which notice has been given in the notice of meeting.
11.5 The quorum for the meeting is ten (10) fully paid members.
11.6 Resolutions at annual general meetings will be passed by a simple majority of the votes entitled to be cast by the members present at the meeting.
11.7 Voting on general business at the annual general meeting will be by a show of hands. The Chairperson will have the deciding vote if the vote is tied (equal).
11.8 Voting for the election of officers and committee members will be by a show of hands.
11.9 Proxy votes will not be allowed.
12. Management Committee Meetings
12.1 The Management Committee shall meet as often as is deemed necessary in every calendar year for the despatch of business and subject to this Constitution may adjourn and otherwise regulate its meetings as it thinks fit. A Management Committee member may at any time convene a meeting of the Management Committee within a reasonable time.
12.2 The quorum for the meetings is three (3) members.
12.3 Each member will have one vote.
12.4 Voting will be by a show of hands unless otherwise decided.
12.5 The Chairperson may not vote on a motion but will have the deciding vote when there is a tie.
12.6 The decision of the Chairperson is final on any question of procedure.
12.7 A Management Committee member shall declare his interest in any contractual, selection, disciplinary or other matter in which a conflict of interest arises or may arise and shall absent himself or herself from discussions of such matter and shall not be entitled to vote in respect of such matter.
13. Special meetings

13.1 The Secretary may call a special meeting at any time on written request signed by at least ten (10) members or on the authority of the Management Committee.

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13.2 The special meeting must be held within one (1) month of the date when the Secretary receives the request or is given the authority by the Management Committee.
13.3 Notice of every special meeting shall be given to every member entitled to receive notice at the address appearing in the Register kept by the Association. No other person shall be entitled as of right to receive notices of special meetings.
13.4 A notice of a special meeting shall specify the place and day and hour of meeting and shall state the business to be transacted at the meeting.
13.5 A special resolution must be passed by a majority of not less than seventy five percent (75%) of the members who are entitled to vote and do vote in person.
14. Minutes of Meetings
14.1 The Secretary must keep proper minutes of proceedings of all general and committee meetings.
14.2 The Chairperson must ensure that the minutes taken of a general meeting or committee meeting are checked and signed as correct by the Chairperson of that (or the next) general meeting or committee meeting.
15. Finance and Accounts
15.1 The Association must keep accurate records of all monies received and spent.
15.2 The Association must conduct its financial transactions through a financial institution approved by the Management Committee.
15.3 All Association monies must be deposited in the name of the Association. At least four (4) signatures are to be lodged with the financial institution for the purposes of operations on the account.
15.4 All cheques shall be signed by any two (2) duly authorised Management Committee members or in such other manner as the Management Committee determines.
15.5 The primary source of funding for the Association will be fees for membership.
15.6 Additional funding solely for the purpose of achieving the objects of the Association is to be raised through sponsorship.
15.7 The financial year commences on 1 January each year and ends 31 December the same year.
15.8 A non-Management Committee member must be appointed annually to review the accounting records prior to the annual general meeting and to provide a written report on them. There will be no audit of the accounting records unless the members resolve by a special resolution for the accounts to be audited.
15.9 The accounts when approved and adopted by an annual general meeting shall be conclusive except as regards any error discovered in them within three (3) months after such approval or adoption.

16. Common seal
16.1 The common seal of the Association must be kept in the custody of the Secretary.
16.2 The common seal must not be stamped on any document without the authority of the Management Committee and the signatures of the Chairperson or Vice-Chairperson and the Secretary.
16.3 Every use of the common seal must be recorded in the minute book or a seal register.
17. Custody and inspection of records
17.1 A member may at any reasonable time and on reasonable notice inspect the records, books, documents and securities of the Association.
17.2 No records, books, documents or securities of the Association may be removed from the Association without the Chairperson’s written authority.
18. Amendments to rules
18.1 The Association may alter or add to these rules by special resolution in accordance with the procedure set out in sections 17, 18 and 19 of the Act. Within one (1) month of passing a special resolution altering the rules the Association must lodge the notice with the Commissioner. The notice of the special resolution must set out the particulars of the alteration(s) together with a certificate given by a member of the Management Committee certifying that the resolution was duly passed as a special resolution and that the rules of the Association as so altered conform to the requirements of the Act.
18.2 An alteration of the rules of the Association does not take effect until the notice and certificate have been lodged.
18.3 These rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.
19. Complaints and disputes

19.1 Any complaint made by a member or member of the public against the Association or a member must be submitted in writing to the Management Committee within three (3) months of the incident or cause of complaint.

19.2 The Management Committee must investigate the complaint fully.

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19.3 The person(s) making the complaint will be informed of the outcome in writing.
19.4 In the case of a dispute, the parties to the dispute must meet and discuss the matter and try and resolve the dispute within fourteen (14) days after the dispute comes to the attention of all of the parties.
19.5 If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within ten (10) days, hold a meeting in the presence of a mediator.
19.6 The mediator must be:

(a) a person chosen by agreement between the parties; or

(b) in the absence of agreement;

(c) in the case of a dispute between a member and another member, a person appointed by the Management Committee; or

(d) in the case of a dispute between a member or non-member and the Association, a person who is a mediator appointed to, or employed with, a not-for-profit organisation.
19.7 A member of the Association can be a mediator, provided they are not a party to the dispute.
19.8 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
19.9 The mediator must:

(a) give the parties to the mediation process every opportunity to be heard;

(b) allow due consideration by all parties of any written statement submitted by any party; and

(c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
19.10 The mediator must not determine the dispute.
19.11 The mediation must be confidential and without prejudice.
19.12 If the dispute is not resolved by mediation, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.
20. Suspension and expulsion

20.1 A member may be suspended or expelled if his or her conduct is detrimental to the Association.

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20.2 The Management Committee must inform the member in writing before deciding on suspension or expulsion stating the reason for the proposed suspension or expulsion.
20.3 The member has thirty (30) days to respond to the notice of proposed suspension or expulsion, saying why he or she should not be suspended or expelled.
20.4 Any submission made by the member must be taken into account by the Management Committee in making its decision on suspension or expulsion.
20.5 If the member is suspended or expelled, the member has twenty one (21) days in which to appeal the decision.
20.6 A special general meeting will be convened to decide on the suspension or expulsion.
20.7 The voting at the meeting will be by majority of member secret ballot.
21. Dissolution
21.1 The Association may be dissolved by special resolution passed by a seventy five percent (75%) majority of votes cast at a special meeting called for that purpose.
21.2 Surplus property that exists after winding up or dissolution is to be given or transferred to another association incorporated under the Act which has similar objects and which is not carried on for the purposes of profit or gain to its individual members.
21.3 Which association is to receive the property is to be determined by resolution of the members.
22. Notice
22.1 Notices may be given to any person entitled under this Constitution to receive any notice by sending the notice by pre-paid post or facsimile transmission or where available, by electronic mail, to the Member’s registered address or facsimile number or electronic mail address.
22.2 Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting the notice. Service of the notice is deemed to have been effected three (3) days after posting.
22.3 Where a notice is sent by facsimile transmission, service of the notice shall be deemed to be effected upon receipt of a confirmation report confirming the facsimile was sent to/or received at the facsimile number to which it was sent.
22.4 Where a notice is sent by electronic mail before 4.00 pm on a business day, service of the notice shall be deemed to be effected upon the day it is sent and otherwise on the next business day.
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22.5 Notice of every general meeting shall be given in the manner authorised in this Constitution.

23. Indemnity
23.1 Every office bearer, officer, manager, employee or agent of the Association shall be indemnified out of the property or assets of the Association against any liability incurred by him/her in his/her capacity as office bearer, officer, auditor or agent in defending any proceedings, whether civil or criminal, in which judgement is given in his/her favour or in which he/she is acquitted or in connection with any application in relation to any such proceedings in which relief is, under the Act, granted to him/her by the Court.
23.2 The Association shall indemnify its office bearers, officers, managers and employees against all damages and costs (including legal costs) for which any such office bearer, officer, manager or employee may be or become liable to any third party inconsequence of any act or omission except wilful misconduct:

(a) in the case of an office bearer, or officer, performed or made whilst acting on behalf of and with the authority, express or implied of the Association; and

(b) in the case of an employee, performed or made in the course of, and within the scope of his employment by the Association.
24. Liability of members

24.1 The liability of the members of the Association is limited.

25. Members’ contributions

25.1 Every member of the Association undertakes to contribute to the assets of the Association in the event of it being wound up while the member, or within one (1) year after ceasing to be a member for payment of the debts and liabilities of the Association contracted before the time at which he/she ceases to be a member and the costs, charges and expenses of winding up the Association, such an amount not exceeding one dollar ($1.00).

CONSTITUTION
OF
BUNBURY CROSS COUNTRY RUNNERS CLUB INC

Contents
Name of Association ................................................................................................................1
Objects of Association ..............................................................................................................1
Powers ........................................................................................................................................1
Income and Property................................................................................................................2
Membership...............................................................................................................................2
Register of Members.................................................................................................................3
Membership fees.......................................................................................................................3
Management Committee .........................................................................................................3
Office bearers.............................................................................................................................3
Casual vacancies .......................................................................................................................4
Annual General Meeting .........................................................................................................4
Management Committee Meetings........................................................................................5
Special meetings........................................................................................................................5
Minutes of Meetings.................................................................................................................6
Finance and Accounts ..............................................................................................................6
Common seal.............................................................................................................................7
Custody and inspection of records ........................................................................................7
Amendments to rules...............................................................................................................7
Complaints and disputes.........................................................................................................7
Suspension and expulsion .......................................................................................................8
Dissolution.................................................................................................................................9
Notice .........................................................................................................................................9
Indemnity ................................................................................................................................10
Liability of members ..............................................................................................................10
Members’ contributions.........................................................................................................10
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