Malua Bay

Bridge @ the Bay


The fun and friendly Bridge Club in Batemans Bay

CONSTITUTION

Bridge at the Bay Incorporated

BRIDGE CLUB

Part 1 - Preliminary

1. Definitions

(1) In this constitution:

Bridge means the game of contract bridge and auction bridge and all other variations and derivations of such game.

Bowling Club means the Malua Bay Bowling and Recreation Club.

Bridge Club means a body (incorporated or unincorporated) which affords facilities for bridge to be played by its members on a regular basis.

Director-General means the Director-General of the Department of Services, Technology and Administration.

NSWBA means the New South Wales Bridge Association Limited.

ordinary committee member means a member of the committee who is not an office-bearer of the association.

secretary means:

a. the person holding office under this constitution as secretary of the association, or

b. if no such person holds that office – the public officer of the association

special general meeting means a general meeting of the association other than the annual general meeting.

the Act means the Associations Incorporation Act 2009.

the Regulation means the Associations Incorporation Regulation 2010.

(2) In this Constitution:

a. a reference to a function includes a reference to a power, authority an duty, and

b a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.

(3) The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.

(4) The name of the association shall be “Bridge at the Bay Inc”.

5) The objectives of the association shall be:

a. to promote a fun and friendly environment in which to play  competitive bridge.

b. to organize regular games of bridge open to member and visitor alike.

c. to organise and promote club championships restricted to financial members of the association.

d. to organise and promote the game of bridge generally, by teaching, lectures, supervised sessions, special events and any other means deemed appropriate by the members of the association.

e. to support the Bowling Club by requiring association members to also become members of the Bowling Club.

f. to develop members to become bridge directors and teachers.

g. to contribute to the community at large by making donations to local charitable organization when possible.

Part 2 - Membership

1. Membership generally

(1)  A person is eligible to be a member of the association if:

a. the person is a natural person, and

b. the person has been nominated and approved for membership of the association in accordance with clause 2.

(2) A person is taken to be a member of the association if:

      a. the person is a natural person, and

      b. the person was:

(i) in the case of an unincorporated body that is registered as the association – a member of the unincorporated body immediately before the registration of the association, or

(3) A person is taken to be a member of the association if the person was one of the individuals on whose behalf an application for registration of the association under section 6(1) (a) of the Act was made.

2. Nomination for membership

(1) A nomination of a person for membership of the association:

a. Any person shall be entitled to become a member of the association by making application in writing (see appendix 1) to the secretary and by agreeing to be bound by the terms of this Constitution.

b. Such an application will be valid if signed by two financial members of the association, being the proposer and the seconder and endorsed by the applicant.

c. Membership shall become effective after the application has been approved by the Executive Committee and after the annual membership fee and the joining fee (if any) has been received by the treasurer.

d. The secretary must, on payment by the new member of the amounts referred to above, enter or cause to be entered the nominee’s name in the register of members and, on the name being so entered, the nominee becomes a member of the association.

e. The Executive Committee is not obligated to give a reason for refusing to approve an application for membership.

3. Cessation of membership

A person ceases to be a member of the association if the person:

a. dies, or

b. resigns membership, or

c. is expelled from the association or

d. fails to pay the annual membership fee under clause 8 (1) by the end of the financial year of the association.

4. Membership entitlements not transferable

A right, privilege or obligation which a person has by reason of being a member of the association:

a. is not capable of being transferred or transmitted to another person, and

b. terminates on cessation of the person’s membership.

5. Resignation of membership

 (1)Any member shall be entitled to resign from the association by notice in writing to the secretary.

(2 )If a member of the association ceases to be a member under subclause(1) and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the resister of members recording the date on which the member ceased to be a member.

6. Register of members

(1)The public officer of the association must establish and maintain a register of members of the association specifying the name and postal or residential address of each person who is a member of the association together with the date on which the person became a member.

(2)The register of members must be kept in New South Wales:

a. at the main premises of the association, or

b. if the association has no premises, at the association’s official address.

(3) The register of members must be open for inspection, free of charge, by any member of the association at any reasonable hour.

 (4) A member of the association may obtain a copy of any part of the register pertaining to them on payment of a fee of not more than $1 for each page copied.

 (5)If a member requests that any information contained on the register about the member (other than the member’s name) not be available for inspection, that information must not be made available for inspection.

 (6)A member must not use information about a person obtained from the register to contact or send material to the person, other than for:

a. the purposes of sending the person a newsletter, a notice in respect of a meeting or other event relating to the association or other material relating to the association, or

b. any other purpose necessary to comply with a requirement of the Act or the Regulation.

7.Fees and Subscriptions

(1)There is an annual fee for membership of the Club, which shall be fixed by the assembly of the members upon proposition by the Executive Committee and shall be paid annually in advance by each member on or before the first day of the financial year.  If such annual fee has not been paid on or before the due date, the member or members whose fees are outstanding shall be declared unfinancial until such fees have been paid.

a. The financial year of the association shall commence on 1 July and finish on 30 June.

b. Unfinancial members shall not be entitled to a vote at any Annual General Meeting, nor shall they be entitled to nominate for a position on the Executive Committee.

c. The general membership upon proposition by the Treasurer may decide that a joining fee shall be paid by new members upon approval of their membership application.  The amount of this joining fee shall be fixed by the assembly of the members upon proposition by the Treasurer and may be varied from time to time.

a. The table money to be paid by members or visitors for each session of play shall be fixed by the Executive Committee and may be varied from time to time.  The rate for visitors may be fixed at an amount different from the rate for association members.

b. The Executive Committee may elect to charge an entrance fee, in addition to the normal table money for such events as Championships or Special Events.  Such an entrance fee will be paid by all players on the first session of such event.

8. Members’ Liabilities

The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by clause 8.

9. Standards of Behaviour and Dispute Resolution

(1) A complaint may be made to the committee by any member of the association that another member of the association:

a. has refused or neglected to comply with a provision or provisions of the constitution, or

b. has willfully acted in a manner prejudicial to the interests of the association.

(2) The committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.

(3) If the committee decides to deal with the complaint, the committee:

a. shall have the power to question members whose conduct and behavior brings disruption to the game or disrepute to the association and shall in such a case act to prevent repetition of such occurrence.

(4) All members will consider the objects of the Club, with particular reference to 1(5)a and behave accordingly.

(5) Any player who causes physical injury to any other player will have his or her membership terminated immediately.

(6) Bullying or intimidating behavior will not be tolerated and players exhibiting such behavior will be warned, but should the behavior continue, his or her membership will be terminated.

(7) Complaints about player behavior should in the first instance be raised with the Director of the session.  Should this not be practical, a complaint may be lodged with the President of the association.  Directors in receipt of complaints should advise the President so that the complaint may be recorded against the offending member.

(8) The President will attempt to resolve the complaint to the satisfaction of both parties, failing this the complaint must be put in writing and lodged with the Secretary for the consideration of the committee.

(9) The decision of the Executive Committee is final and not subject to appeal.

Part 3 - The committee

 1. Powers of the committee

  Subject to the Act, the Regulation and this constitution and to any resolution passed by the association in general meeting, the committee:

a. is to control and manage the affairs of the association, and

b. may exercise all such functions as may be exercised by the association, other than those functions that are required by this constitution to be exercised by a general meeting of members of the association, and

c. has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the association.

2. Composition and membership of the committee

(1) The committee is to consist of:

a. the office-bearers of the association, and

b. at least 6 ordinary committee members, each of whom is to be elected at the annual general meeting of the association under section 3.

(2) The total number of committee members is to be 10.

(3) The office-bearers of the association are as follow:

 a. the president,

 b. the vice-president,

 c. the treasurer,

 d. the secretary

(4) A committee member may hold up to 2 offices (other than both the president and the vice-president offices).

(5) Each member of the committee is, subject to this constitution, to hold office until the conclusion of the annual general meeting following the date of the member’s election, but is eligible for re-election.

3. Election of committee members

(1) Nominations of candidates for election as office-bearers of the association or as ordinary committee members:

 a. must be made in writing, signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and

 b. must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

(2) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.

(3) If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.

(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.

(5) If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.

(6) The ballot for the election of office-bearers and ordinary committee members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

(7) A person nominated as a candidate for election as an office-bearer or as an ordinary committee member of the association must be a member of the association.

4. President

(1) Preside over meetings of the executive committee and the annual general meeting.

(2) Raise any interests or concerns of the membership at executive committee meetings

(3) Address any behavior and discipline issues that may arise during the course of play raised by Directors or members of the association.

     5.Vice President

(1) Fulfill the duties of the president in his/her absence and any other such duties as the executive committee may decide.

6.Secretary

 (1) The secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.

 (2) It is the duty of the secretary to keep a written record of:

a. all appointments of office-bearers and members of the committee, and

b. the names of members of the committee present at a committee meeting or a general meeting, and

 c. all proceedings at committee meetings and general meetings

 (3)Establish and keep a written membership register and phone list.

 (4)Establish and keep files of correspondence, membership applications and any other written material that may be generated in the management of the association.

 7.Treasurer

  (1) Manage and keep an accurate record of the finances of the association.

  (2) Co-ordinate the collection of table money and association fees

  (3) Present a written Treasurer’s report at the end of each calendar month that accurately reflects the finances of the association.

 8.Committee Members (6)

 The duties of the committee members will be assigned after the Annual General Meeting and shall consist of, but not be limited to:

  (1) Organising activities, prizes, annual functions, special events, etc.

  (2) Managing and maintaining association stationary and the equipment associated with play.

  (3) Managing the setting up and packing away of equipment required to conduct sessions of play.

  (4) Producing and managing the educational component of the association’s activities, including the Beginner’s Bridge Course, assisted play sessions and the intermediate/improvers sessions.

  (5) Managing and organizing the Director’s and Scorer’s rosters.

  (6) In consultation with members, determining the organizations that will receive the annual charity donations.

  (7) Arranging partners as required.

  (8) Marketing the association

 a. Producing articles for publication in newspapers, newsletters, internet etc.

 b. Promoting the association in the community

  (9) Interfacing with the Australian Bridge Federation (ABF) the NSWBA

 a. report masterpoints to the ABF on a regular basis as required;

 b. submit membership lists when required,;and

 c. register new members with the ABF and keep registration details up to date.

 d. establish and keep any records required by the ABF or NSWBA.

 9. Casual Vacancies

 (1)The position of any member of the executive committee shall become vacant if the relevant position holder:

 a. resigns;

 b. ceases to be a member of the association;

 c. is deemed by a majority of the executive committee to be incapable of carrying out the designated duties of the position.  

 (2)The executive committee shall be empowered to fill any casual vacancy in its numbers voluntarily from among the membership of the association and the person so volunteering shall, subject to this Constitution, hold the  position until the next formal appointment period of the executive committee at the annual general meeting.

 (3)Should members of the executive committee require additional assistance to fulfill their responsibilities from time to time, they may recruit volunteers from the other members of the executive committee or association  membership and delegate their duties as required.

 10.Executive Committee Minutes

 The secretary shall keep proper minutes of the executive committee meetings and shall make such minutes available for inspection upon request by any member of the association.

11.Executive Committee Finances

The assets and income of the association shall be applied solely in furtherance of its objects and no portion shall be paid or distributed directly or indirectly to the members of the association except as bona fide compensation for service rendered or expenses incurred on behalf of the association.

12.Executive Committee Meetings

(1)The executive committee shall meet at a time that it shall determine, but not fewer than twelve times in a financial year.

(2)The executive committee shall not meet without a quorum .  A quorum shall consist of a minimum of five members of the executive committee.

(3)All decisions of the executive committee shall be made by a simple majority vote.  In the event of a tied vote, the president shall have the casting vote.

a. Should not enough members of the executive committee be present to form a quorum, the meeting shall be adjourned to the earliest most convenient date so that enough members are present to form a quorum.

b. All association members are welcome to attend the executive committee Meetings

Part 4 – General Meetings

1. Annual general meetings – holding of

(1) The association must hold its first annual general meeting within 18 months after its registration under the Act.

(2) The association must hold its annual general meetings:

a. within three months of the end of the financial year; or

b. Within such later time as may be allowed by the Director-General or prescribed by the Regulations.

2. Annual general meetings – calling of and business at

(1) The annual general meeting of the association is, subject to the Act and to clause 1, to be convened on such date and at such place and time as the committee thinks fit.

(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:

a. to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting.

b. to receive from the committee reports on the activities of the association during the last preceding financial year,

c. to elect office-bearers of the association and ordinary committee members.

d. to receive and consider any financial statement or report required to be submitted to members under the Act.

(3) An annual general meeting must be specified as such in the notice convening it

3. Special general meetings – calling of

(1) The committee may, whenever it thinks fit, convene a special general meeting of the association.

(2) The committee must, on the requisition in writing of at least 5 per cent of the total number of members, convene a special general meeting of the association.

(3) A requisition of members for a special general meeting:

a. must state the purpose or purposes of the meeting, and

b. must be signed by the members making the requisition, and

c. must be lodged with the secretary, and

d. may consist of several documents in a similar for, each signed by one or more of the members making the requisition.

(4) If the committee fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

(5) A special general meeting convened by a member or members as referred to in subclause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.

4.Notice

(1) Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 14 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

(2) If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under subclause (1), the intention to propose the resolution as a special resolution.

(3) No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may to transacted under clause 3 (2)

(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member

5.Quorum for general meetings

(1) No item of business is to be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.

(2) Ten members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

(3) If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:

a. if convened on the requisition of members, is to be dissolved, and

b. in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) are to constitute a quorum.

6.Presiding member

(1) The president or, in the president’s absence, the vice-president, is to preside as chairperson at each general meeting of the association.

(2) If the president and the vice-president are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.

6. Making of decisions

(1) A question arising at a general meeting of the association is to be determined by either:

a. a show of hands, or

b. if on the motion of the chairperson or if 5 or more members present at the meeting decide that the question should be determined by a written ballot – a written ballot.

(2) If the question is to be determined by a show of hands, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

(3) If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson.

7. Special resolutions

A special resolution may only be passed by the association in accordance with section 39 of the Act.

8. Voting

(1) Each financial member shall be entitled to one vote only.

(2) In the case of equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

(3) A member is not entitled to vote at any general meeting of the association unless all money due and payable by the member to the association has been paid.

(4) A member is not entitled to vote at any general meeting of the association if the member is under 18 years of age.

(5) Proxy voting while permissible at an annual general meeting is not permissible at a general meeting.

(6) In the event that a financial member is unable to be present in person at the annual general meeting, such member may give a written proxy to any other financial member of the association.  Each member’s proxies will be limited to no more than six.

Part 5 – Miscellaneous

1. Insurance

The association may effect and maintain insurance.

2. Funds – source

(1) The funds of the association are to be derived from table fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting, such other sources as the committee determines.

(2) All money received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank or other authorized deposit-taking institution account.

(3) The association must, as soon as practicable after receiving any money issue an appropriate receipt.

3. Funds – management

(1) Subject to any resolution passed by the association in general meeting, the funds of the association are to be used in pursuance of the objects of the association in such manner as the committee determines.

(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the committee or employees of the association, being members or employees authorized to do so by the committee.

4. Change of name, objects and constitution

An application to the Director-General for registration of a change in the association’s name, objects or constitution in accordance with section 10 of the Act is to be made by the public officer or a committee member

5. Custody of books etc

Except as otherwise provided by this constitution, the public officer must keep in his or her custody or under his or her control all records, books and other documents relating to the association

6. Inspection of books

(1) The following documents must be open to inspection, free of charge, by a member of the association at any reasonable hour:

a. records, books and other financial documents of the association,

b. this constitution,

c. minutes of all committee meetings and general meetings of the association

7. Service of notices

(1) For the purpose of this constitution, a notice may be served on or given to a person:

a. by delivering it to the person personally, or

b. by sending it by pre-paid post to the address of the person, or

c. by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.

(2) For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:

a. in the case of a notice given or served personally, on the date on which it is received by the addressee and

b. in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and

c. in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.

8. Financial year

The financial year of the association is:

a. the period of time commencing on the date of incorporation of the association and ending on the following 30 June, and

b. each period of 12 months after the expiration of the previous financial year of the association, commencing on 1 July and ending on the following 30 June.

9. Constitution

This Constitution may be formally adopted or altered by a two third majority resolution of the members of the association represented and voting at a annual general meeting convened by the executive committee on twenty-one days notice.

10. Dissolution

(1) The association may be dissolved by a two thirds majority of the members of the association represented and voting at a special meeting convened by the executive committee on twenty-one days notice.

a. Disposition of the funds and any other assets of the association shall be resolved by a simple majority vote of the members of the association represented and voting at such meeting which shall resolve to dissolve the association provided always that the amount which remains after the dissolution and the satisfaction of all debts and liabilities shall be transferred to a not for profit organisation which may have similar objects and which has rules prohibiting the distribution of its assets and its income to its members.