Constitution

  • 1. NAME.
  • 2. OBJECTS.
  • 3. POWERS.
  • 4. CLASSES OF MEMBERS.
  • 5. MEMBERSHIP.
  • 6. ADMISSION OF ADDITIONAL CLUBS TO MEMBERSHIP.
  • 7. TERMINATION OF MEMBERSHIP.
  • 8. EXPULSION OF MEMBER CLUB.
  • 9. APPEAL AGAINST EXPULSION.
  • 10. REGISTER OF MEMBERS.
  • 11. MEMBER CLUB REPRESENTATION – DELEGATES.
  • 12. MEMBERSHIP OF EXECUTIVE COMMITTEE.
  • 13. MEMBERSHIP FEES.
  • 14. AMOUNT TO LEVY.
  • 15. MEETINGS.
  • 16. DELEGATE(S) TO THE QUEENSLAND GOLF UNION.
  • 17. HONORARY AUDITOR.
  • 18. RESIGNATION FROM EXECUTIVE COMMITTEE.
  • 19. VACANCIES ON EXECUTIVE COMMITTEE.
  • 20. FUNCTIONS OF THE EXECUTIVE COMMITTEE.
  • 21. MEETINGS OF EXECUTIVE COMMITTEE.
  • 22. SUB COMMITTEES.
  • 23. ACTS BY COMMITTEES.
  • 24. RESOLUTIONS IN WRITING.
  • 25. ANNUAL GENERAL OR GENERAL MEETINGS.
  • 26. BUSINESS OF ANNUAL GENERAL MEETING.
  • 27. SPECIAL MEETINGS.
  • 28. QUORUM.
  • 29. CONVENING MEETINGS.
  • 30. PRESIDING AT MEETINGS.
  • 31. DUTIES OF SECRETARY/TREASURER.
  • 32. BY-LAWS.
  • 33. ALTERATION OF RULES.
  • 34. COMMON SEAL.
  • 35. FUNDS AND ACCOUNTS.
  • 36. DOCUMENTS.
  • 37. FINANCIALYEAR.
  • 38. DISTRIBUTION OF SURPLUS ASSETS.
  • 39. LIFE MEMBERSHIP.
  • 1. NAME.
    The name of the incorporated association shall be -

    "NORTH QUEENSLAND GOLF ASSOCIATION INCORPORATED"(In these Rules called "the Association")


    2. OBJECTS.

    The objects for which the Association is established are:-

    (a) To promote the game of golf generally and in particular throughout the district of the Association as defined from time to time by the Queensland Golf Union by such means and in such manner as may be within the power of the Association.

    (b) To form and register zones within the district of the Association as may be considered desirable.

    (c) To control and regulate all Association Championships, Open Carnivals, Pennant matches and matches between the Association and other Associations, with power to allot the organisation and control of such events to an affiliated club.

    (d) To authorise, determine and control the principles of the Australian course rating and handicapping system as determined by the Australian Golf Union.

    (e) To enforce, as far as possible, the observance by all players of the rules and etiquette of golf and rules of Amateur status as laid down, from time to time, by the Royal and Ancient Golf Club of St. Andrews.

    (f) To decide any matters in dispute that may be referred to it by an affiliated club, provided that any decisions given by the association, are subject to appeal, through the Association to the Queensland Union.

    (g) To appoint such committees, either from within or outside the Association as may be considered necessary in carrying out any of the objects.

    (h) To affiliate with the Queensland Golf Union the acknowledged governing body in the State of Queensland.

    (i) To do all other lawful things as are incidental to the attainment of the above objects or any of them that the Association may decide upon resolution.


    3. POWERS.

    The powers of the Association are:-

    (a) To take over the funds and other assets and the liabilities of the present unincorporated association known as the "North Queensland Golf Association".

    (b) To subscribe to, become a member of and co-operate with any other association, club or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Association provided that the Association shall not subscribe to or support with its funds any club, association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Association under or by virtue of Rule 35(j).

    (c) In furtherance of the objects of the Association to buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Association or persons frequenting the Association's premises.

    (d) To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Association: Provided that in case the Association shall take or hold any property which may be subject to any trusts the Association shall only deal with the same in such manner as is allowed by law having regard to such trusts.

    (e) To enter into any arrangements with any Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association; to obtain from any such Government or Authority any rights, privileges and concessions which the Association may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

    (f) To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Association.

    (g) To remunerate any person or body corporate for services rendered, or to be rendered, and whether by way of brokerage or otherwise in placing or assisting to place or guaranteeing the placing of any unsecured notes, debentures or other securities of the incorporated association, or in or about the incorporated association or promotion of the incorporated association or in the furtherance of its objects.

    (h) To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Association's interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof.

    (i) To invest and deal with the money of the Association not immediately required in such manner as may from time to time be thought fit.

    (j) To take, or otherwise acquire, and hold shares, debentures or other securities of any company or body corporate.

    (k) In furtherance of the objects of the Association to lend and advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate.

    (l) To borrow or raise money either alone or jointly with any other person or legal entity in such manner as may be thought proper and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any moneys and further advances borrowed or to be borrowed alone or with others as aforesaid by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge, lien or other security upon the whole or any part of the incorporated association's property or assets presenter future and to purchase, redeem or pay-off any such securities.

    (m) To draw, make, accept, endorse, discount, execute and issue promissory notes, bids of exchange, bills of lading and other negotiable transferable instruments,

    (n) In furtherance of the objects of the Association to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association.

    (o) To take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Association's property of whatsoever kind sold by the Association, or any money due to the Association from purchasers and others.

    (p) To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Associations but subject always to the proviso in sub-rule 2(d) hereof.

    (q) 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 the Association, in the shape of donations, annual subscriptions or otherwise.

    (r) To print and publish any newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its objects.

    (s) In furtherance of the objects of the Association to amalgamate with any one or more incorporated associations having objects altogether or in part similar to those of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as that imposed upon the Association under or by virtue of form 35 (j).

    (t) In furtherance of the objects of the Association to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the incorporated associations with which the Association is authorised to amalgamate.

    (u) In furtherance of the objects of the Association to transfer all or any part of the property, assets, liabilities and engagements of the Association to any one or more of the incorporated associations with which the Association is authorised to amalgamate.

    (v) To make donations for patriotic, charitable or community purposes.

    (w) To transact any lawful business in aid of the Commonwealth of Australia in the prosecution of any war in which the Commonwealth of Australia is engaged.

    (x) To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.


    4. CLASSES OF MEMBERS.

    (a) Every Golf Club who at the date of incorporation of the Association was a member of the unincorporated Association and who on or before the day of incorporation agrees in writing to become a member of the Association shall be admitted by the Executive Committee to the same class of membership of the Association as that member held in the unincorporated Association, and shall not be required to pay any further subscription until the next due date for payment of that subscription.

    (b) The membership of the Association shall be unlimited in number and shall consist of:-

        

    (i) Properly constituted Golf Clubs being proprietors of or having under their control and direction under a lease or agreement a Golf Course situate within the district of the Association as defined in rule 2(a);

    (ii) Honorary Life Members;

    (iii) Such other Golf Clubs as shall from time to time be approved by the Executive Committee of the Association always provided that, if a Golf Club applying for membership is situate outside the boundaries as defined in rule 2(a), membership shall only be granted in general meeting of the Association after written approval is obtained from the "Queensland Golf Union".

    (c) Pursuant to Rule 4(a) the following Golf Clubs shall be members of the Association:-

        

    (i) Ayr, Black Springs, Bowen, Charters Towers, Collinsville, Glenden, Home Hill, Ingham, Laguna Quays, Lavarack, Mackay, Magnetic Island, Mystic Sands, Pioneer Valley, Proserpine, Rowes Bay, Sarina, The Willows, Townsville.

    (ii) Every Life Member of the unincorporated Association on the date of incorporation shall continue as an Honorary Life Member of the Association.

    (iii) Such other Golf Clubs as shall from time to time be approved by the Executive Committee of the Association always provided that, if a Golf Club applying for membership is situate outside the boundaries as defined in rule 2(a), membership shall only be granted in general meeting of the Association after written approval is obtained from the "Queensland Golf Union".


    5. MEMBERSHIP.

    Each Golf Club making application for membership with the Association shall do so in the following manner:-

    (a) Duly complete the form of application approved by the Executive Committee such form of application to be signed by the President and Secretary of the applicant club.

    (b) Such form of application shall include the following details:-

        

    (i) The name and address of the applicant Club shall be stated in full;

    (ii) The number of male members in all categories of membership;

    (iii) A copy of the governing rules of the applicant club;

    (iv) A statement to the effect that the applicant club shall agree to abide by and enforce the Rules and all lawful decisions of the Association;

    (v) Details of Land Tenure:

    (vi) The closing date of its financial year.

    (c) The application for membership shall be accompanied by the requisite fee as set by the Executive Committee from time to time.

    (d) Each Member Club shall, within one month of passing an amendment of its rules notify the Association, in writing, of such alteration or amendment.


    6. ADMISSION OF ADDITIONAL CLUBS TO MEMBERSHIP.

    (a) After the receipt of the application for membership together with the requisite fee, if any, the Executive Committee shall consider the application at its next Executive Committee meeting.

    (b) Any applicant which receives a majority of the votes of members of the Executive Committee present and voting at such meeting shall be accepted as a member of the Association.

    (c) Upon the acceptance or rejection of any application for membership, the Secretary-Treasurer shall forthwith give to the applicant notice in writing of such acceptance or rejection.


    7. TERMINATION OF MEMBERSHIP.
    A Member Club may, subject to payment of all dues to date, resign from the Association at any time by giving one (1) month's notice in writing to the Secretary. Such resignation shall take effect at the time such notice is received by the Secretary unless a later date is specified in the notice when it shall take effect on that later date.

    8. EXPULSION OF MEMBER CLUB.

    Should a Member Club at any time default:-

    (a) By failure to comply with all or any part of the constitution and/or rules of the Association; or

    (b) By failure to pay it's annual fees and/or membership subscriptions; or

    (c) By failure to comply with any decision made by resolution at a properly constituted meeting of the Association, the defaulting Club shall be dealt with in the following manner-

        

    (i) The defaulting Club shall by letter from the Association, be advised of it's default and be requested either to rectify such default within twenty eight (28) days of the date of such letter or withdraw from the Association.

    (ii) Should the defaulting Club not rectify it's default or fail to withdraw from the Association in accordance with sub-clause (i) of this clause, a Special General Meeting shall be held to consider the expulsion of such Club. At the meeting the Club whose expulsion is under consideration shall be allowed to offer any explanation of it's conduct either verbally or in writing. A ballot shall be conducted and if as a result, two thirds of the Delegates present vote for the expulsion of that Club, it shall cease to be a member of the Association and its expulsion shall be notified to the Queensland Golf Union.


    9. APPEAL AGAINST EXPULSION.

    Notwithstanding anything contained in Clause 8 and 13(e) hereof, a Club expelled from the Association shall have the right of appeal to the Queensland Golf Union against the decision of the Association, provided such appeal is lodged within fourteen (14) days of the date of the decision and such appeal is lodged in the following manner:-

    (a) The appeal shall be addressed to the Queensland Golf Union and shall clearly set forth the decision being appealed against and the particulars of the grounds relied upon to support such an appeal.

    (b) The appeal shall be sent to the Queensland Golf Union through the Association.

    (c) The appeal shall be signed by the President, two members of the Committee and the Secretary of the appellant Club. The decision of the Queensland Golf Union in the matter of such appeal shall be binding on both the Association and the appellant Club alike.


    10. REGISTER OF MEMBERS.

    (a) The Executive Committee shall cause a Register to be kept in which shall be entered the names of all Member Clubs, Honorary Life Members and current Delegates admitted to the Association together with the addresses and telephone numbers and in the case of Member Clubs, the number of male persons of all categories.

    (b) Every club shall maintain a current list of male members of all categories and shall advise the Association's Secretary-Treasurer the number of the same as is prescribed hereunder.

    (c) Particulars shall also be given by resignations, terminations, deaths and reinstatements and any further particulars as the Executive Committee and members of any general meeting may require from time to time.

    (d) The Register shall be open for inspection at all reasonable times by any Member or Delegate who previously applies to the Secretary-Treasurer for such inspection.


    11. MEMBER CLUB REPRESENTATION – DELEGATES.

    (a) The secretaries of Member Clubs shall notify the Association Secretary-Treasurer of the names and addresses of the Delegates appointed immediately following their appointment (such notification will be in writing).

    (b) The Delegates so appointed shall at all times during their appointment remain financial members of the Club they represent.

    (c) In the event of a Delegate being unable to attend any meeting, the Club he represents may appoint a proxy Delegate to act in his stead and notify the Association Secretary-Treasurer accordingly. Such proxy Delegate shall exercise all the powers of the appointed Delegate. No Delegate or proxy Delegate shall act for more than one Member Club.

    (d) A Delegate appointed under this clause, shall hold office until the Secretary of the Member Club he represents notifies the Secretary-Treasurer of the Association that he is no longer a Delegate.

    (e) Member Clubs shall be entitled to be represented by two (2) Delegates at any General Meeting.


    12. MEMBERSHIP OF EXECUTIVE COMMITTEE.

    (a) The Executive Committee of the Association shall be elected at the Annual General Meeting and shall consist of -

         (i) The Officers, who are -

             

    (a) The President, Vice-President, Secretary/Treasurer and Junior Coordinator, each of whom shall be elected at the Annual General Meeting of the Association;

    (b) Four other Committee Members who shall comprise one representatives from each of the designated zones as referred to in Clause 12(i) (hereinafter called "Zone Representatives") each of whom shall be elected at the Annual General Meeting of the Association by the delegates from amongst their number.

    (b) All members of the Executive Committee shall hold office until the next Annual General Meeting of the Association, at which time, they shall retire from office, but shall be eligible upon nomination for re-election.

    (c) Nominations for the position of President, Vice President, Secretary/Treasurer and Junior Coordinator, shall be made in writing signed by two Delegates.

    (d) Nominees for positions as Zone Representatives must be nominated and seconded by two Delegates from the zone in which they are affiliated.

    (e) Should any casual vacancy occur on the Executive Committee, the remaining members thereof will appoint a replacement representative. (That representative must be a member of a Club within the zone in which the vacancy occurs).

    (f) The Associations designated zones and member Clubs will be as follows:-

        

    Zone 1 - Black Springs, Glenden, Mackay, Pioneer Valley, Sarina.
    Zone 2 - Ayr, Bowen, Collinsville, Home Hill, Laguna Quays, Proserpine.
    Zone 3 - Charters Towers, Lavarack, Magnetic Island, Townsville.
    Zone 4 - Ingham, Mystic Sands, Rowes Bay, The Willows.


    13. MEMBERSHIP FEES.

    (a) Each Member Club shall pay to the Association before the first day of March in the next year, an annual capitation fee per member as the Association in general meeting may determine from time to time.

    (b) For the purpose of Rule (a) Members mean male members of all categories.

    (c) Of the capitation fees paid by Member Clubs to the Association a portion thereof shall be paid to the Queensland Golf Union as is mutually agreed upon by the said Queensland Golf Union and the Association.

    (d) Each Member Club in each year shall forward to the Association with its capitation fees, a Certificate signed by the Secretary of the club setting out the number of male members of all categories as at the closing date of the Club's financial year.

    (e) In the event that a Member Club fails to pay the membership fees within three months of the due date, such Member Club shall be disaffiliated. This action will prohibit any Member of the club playing competition golf at any club in Australia and also such member would not hold an Australian handicap. The Member Club will not be eligible to play in Association pennant matches or submit applications for tournament matches.

    Further, that the Licensing Commission will also be advised of its disaffiliation with the Queensland Golf Union. The Club will not be eligible to submit applications for Government subsidies. The Member Club shall also be precluded from representation or voting at any meeting of the Association while such default continues.


    14. AMOUNT TO LEVY. The Association shall have power to levy for Association purposes such further amount which may from time to time be determined at an Annual, Ordinary or Special General Meeting and of which a notice of motion shall have previously been given of the intention to move at such General Meeting and that such motion shall be passed by not less than two thirds of the Executive Committee and the Delegates present at the Annual, Ordinary or Special Meeting having voted in favour thereof.

    15. MEETINGS.

    (a) The Annual General Meeting of the Association shall be held before the first day of March each year at such time and place as the preceding Annual General Meeting shall determine. The persons entitled to attend and vote at the said Annual General Meeting, including the appointment of the Executive Committee, or at any other General Meeting, shall be the members of the Executive Committee and Club Delegates from each Member Clubs as proposed in Clause 11(e).

    (b) A Special General Meeting of the Association comprising the Executive Committee and Club Delegates may be convened at any time by the request of the President, the direction of the Executive, or upon a written request by at least seven Delegates or the secretaries of at least three Member Clubs. The Secretary-Treasurer shall, within thirty days of receiving such direction or written request, call a Special General Meeting of the Association by notice in writing to each Member Club and each member of the Executive Committee, stating "' the business for which the meeting is required.

    (c) At least 14 days notice of any general meeting of the Association shall be given by letter or circular to the members of the Executive Committee and to the Secretary of each Member Club. Such notice shall state the business for which the meeting is convened and the date, time and place for same.

    (d) The quorum for an Annual General Meeting, special meeting or ordinary general meeting shall be double the number of members presently on the Executive Committee plus one.

    (e) It shall not be competent for any meeting of the Association to transact any business except such as shall be specified on the notice calling the same or as shall, in the opinion of at least two-thirds of the members present, directly arise therefrom.

    (f) The ordinary business to be transacted at the Annual General Meeting shall be as set forth in Rule 26(b).

    (g) The Executive Committee shall meet at least every two calendar months. A simple majority of a number equal to the number of members elected and/or appointed to the Executive Committee as at the close of the last Annual General Meeting of the members shall form a quorum.

    (h) A Club Delegate to the Association may vote either personally or by proxy, but a Club Delegate shall not represent more than one Club either personally or by proxy. A member of the Executive may not be appointed as a Club Delegate.

    (i) The President, or in his absence, the Vice-President, shall take the chair at all meetings. In the absence of the President and of the Vice-President, the Delegates (or in the case of a meeting of the Executive Committee, the other members of that Committee) present may elect a Chairman for the meeting.


    16. DELEGATE(S) TO THE QUEENSLAND GOLF UNION. The Delegate(s) appointed at the Annual General Meeting to represent the Association on the Queensland Golf Union shall retain office until the following Annual General Meeting, but such appointment may be rescinded at a General or Special General Meeting of the Association whereupon such Delegate(s) shall cease to act and the Queensland Golf Union shall be notified that such Delegate(s) no longer represents the Association. Should a Delegate appointed be unable to attend a meeting of the Queensland Golf Union, he shall notify the Association Secretary-Treasurer, when a proxy in his place and stead may be appointed by the President (or in his absence, by another member of the Executive Committee) to attend that meeting.

    17. HONORARY AUDITOR. The members shall, at the Annual General Meeting, elect an Auditor who shall audit the accounts of the Association. He shall certify to the correctness of the annual statement of accounts before such statements presented to the Annual Meeting. No person who is a member of the Executive Committee, or a Delegate shall be eligible for election as Honorary Auditor.

    18. RESIGNATION FROM EXECUTIVE COMMITTEE. Any member of the Executive Committee may resign from membership of the Executive Committee at any time by giving notice in writing to the secretary but such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date.

    19. VACANCIES ON EXECUTIVE COMMITTEE.

    (a) The Executive Committee shall have power at any time to appoint any member of the Association to fill any casual vacancy on the Executive Committee until the next annual general meeting.

    (b) The continuing members of the Executive Committee may act notwithstanding any casual vacancy in the Executive Committee, but if and so long as their number is reduced below the number fixed by or pursuant to these Rules as the necessary quorum of the Executive Committee, the continuing member or members may act for the purpose of increasing the number of members of the Executive Committee to that number or of summoning a general meeting of the Association, but for no other purpose.


    20. FUNCTIONS OF THE EXECUTIVE COMMITTEE.

    (a) Except as otherwise provided by these Rules and subject to resolutions of the members of the Association carried at any general meeting the Executive Committee:-

        

    (i) Shall have the general control and management of the administration of the affairs, property and funds of the Association; and

    (ii) Shall have authority to interpret the meaning of these Rules and any matter relating to the Association on which these Rules are silent.

    (b) The Executive Committee may exercise all the powers of the Association:-

        

    (i) To borrow or raise or secure the payment of money in such manner as the members of the Association may think fit and secure the same or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Association in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Association's property, both present and future, and to purchase, redeem or pay off any such securities;

    (ii) To borrow money from members at a rate of interest not exceeding interest at the rate for the time being charged by bankers in Townsville for overdrawn accounts on money lent, whether the term of the loan be short or long, and to mortgage or charge its property or any part thereof and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Association, and to provide and pay off any such securities; and

    (iii) To invest in such manner as the members of the Association may from time to time determine.


    21. MEETINGS OF EXECUTIVE COMMITTEE.

    (a) The Executive Committee shall meet at least every two (2) calendar months.

    (b) A special meeting of the Executive Committee shall be convened by the secretary/treasurer on the requisition in writing signed by not less than one-third of the members of the Executive Committee, which requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted thereat.

    (c) The quorum at an Executive Committee meeting shall be a simple majority of a number equal to the numbers of members ejected and/or appointed to the Executive Committee as at the close of the last general meeting of the members.

    (d) Subject as previously provided in this rule, the Executive Committee may meet together and regulate its proceedings as it thinks fit: Provided that questions arising at any meeting of the Executive Committee shall be decided by a majority of votes provided that the Chairman shall have a casting vote in the event of equality of votes. The Chairman shall not be entitled to a deliberate vote.

    (e) A member of the Executive Committee shall not vote in respect of any contract or proposed contract with the Association in which he is interested, or any matter arising thereout, and if he does so vote his vote shall not be counted.

    (f) Not less than fourteen days notice shall be given by the secretary/treasurer to members of the Executive Committee of any special meeting of the Executive Committee. Such notice shall clearly state the nature of the business to be discussed thereat.

    (g) The President shall preside as Chairman at every meeting of the Executive Committee, or if there is no President, or if at any meeting he is not present within ten minutes after the time appointed for holding the meeting, the Vice-President shall be Chairman or if the Vice-President is not present at the meeting then the members may choose one of their number to be Chairman of the meeting.

    (h) If within half an hour from the time appointed for the commencement of a Executive Committee meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Executive Committee, shall lapse. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Executive Committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointment for the meeting, the meeting shall lapse.


    22. SUB COMMITTEES.

    (a) The Executive Committee may delegate any of its powers to a sub-committee consisting of such members of the Association as the Executive Committee thinks fit. Any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Executive Committee.

    (b) A sub-committee may elect a Chairman of its meetings. If no such Chairman is elected, or if at any meeting the Chairman is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chairman of the meeting.

    (c) A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative.


    23. ACTS BY COMMITTEES. All acts done by any meeting of the Executive Committee or of a sub-committee or by any person acting as a member of the Executive Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Executive Committee or person acting as aforesaid, or that the members of the Executive Committee or any of them were disqualified, be as valid as if every such person had been duly appointment and was qualified to be a member of the Executive Committee.

    24. RESOLUTIONS IN WRITING. A resolution in writing signed by all the members of the Executive Committee for the time being entitled to receive notice of a meeting of the Executive Committee shall be as valid and effectual as if it had been passed at a meeting of the Executive Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Executive Committee.

    25. ANNUAL GENERAL OR GENERAL MEETINGS. The first general meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the Associations, and at such place as the Executive Committee may determine.

    26. BUSINESS OF ANNUAL GENERAL MEETING.

    (a) The annual general meeting shall be held before the first day of March in each financial year.

    (b) The business to be transacted at every annual general meeting shall be:-

        

    (i) the receiving of the Executive Committee's report and the statement of income and expenditure, assets and liabilities and mortgages, charges and securities affecting the property of the association for the preceding financial year;

    (ii) the receiving of the auditor's report upon the books and accounts for the preceding financial year;

    (iii) the election of members of the Executive Committee;

    (iv) the appointment of an auditor;

    (v) the appointment of Delegate(s) to the Queensland Golf Union;

    (vi) the appointment of the time and place for the holding of the next Annual General Meeting;

    (vii) the date upon which the new office bearers shall assume office; and

    (viii) such general business as may be properly brought before the meeting.


    27. SPECIAL MEETINGS.

    The secretary/treasurer shall convene a special general meeting:-

    (a) When directed to do so by the Executive Committee; or

    (b) On the request of the President; or

    (c) On the requisition in writing signed by not less than seven (7) Club Member Delegates or the Secretaries of three (3) Member Clubs. Such requisition shall clearly state the reasons why such special general meeting is being convened and the nature of the business to be transacted thereat; or

    (d) On being given a notice in writing of an intention to appeal against the decision of the Executive Committee to reject an application for membership or to terminate the membership of any Club or person.


    28. QUORUM.

    (a) At any general meeting a quorum shall be double the number of members presently on the Executive Committee plus one.

    (b) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. For the purposes of this rule "member" includes a Delegate, including a Delegate representing a corporation which is a member, a person attending as a proxy or a member of the Executive Committee.

    (c) If within half an hour from the time appointed for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Executive Committee or the Association, shall lapse. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Executive Committee may determine, and if at the adjourned meeting a quorum is not present within half and hour from the time appointed for the meeting, the members present shall be a quorum.

    (d) The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.


    29. CONVENING MEETINGS.

    (a) The secretary shall convene all general meetings of the Association by giving not less than 14 days notice of any such meeting to the members of the Association.

    (b) The manner by which such notice shall be given shall be determined by the Executive Committee. Provided that notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of its membership by the Executive Committee, shall be given in writing. Notice of a general meeting shall clearly state the nature of the business to be discussed thereat.


    30. PRESIDING AT MEETINGS.

    Unless otherwise provided by these Rules, at every general meeting:-

    (a) The President shall preside as Chairman, or if there is no President, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President shall be the Chairman or if the Vice-President is not present or is unwilling to act then the members present shall elect one of their number to be Chairman of the meeting.

    (b) The Chairman shall maintain order and conduct the meeting in a proper and orderly manner.

    (c) Every question, matter or resolution shall be decided by a majority of votes of the members present.

    (d) Every member present with the exception of the Chairman shall be entitled to one vote and in the case of an equality of votes the Chairman shall have a casting vote. The Chairman shall not be entitled to a deliberate vote. Provided that no member shall, be entitled to vote at any general meeting if his annual subscription is in arrears at the date of the meeting.

    (e) Voting shall be by show of hands or a division of members, unless not less than one-half of the members present demand a ballot, in which event there shall be a secret ballot. The Chairman shall appoint two members to conduct the secret ballot in such manner as he shall determine and the result of the ballot as declared by the Chairman shall be deemed to be the resolution of the meeting at which the ballot was demanded.

    (f) A member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and in a secret ballot every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote.

    (g) The instrument appointing a proxy shall be in writing, in the common or usual form under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy may but need not be a member of the Association. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot.

    (h) Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit:-

             

    NORTH QUEENSLAND GOLF ASSOCIATION INCORPORATED
    I, of
    being a member of the abovenamed Association, hereby appoint
    of ,
    or failing him, of ,
    as my proxy to vote for me on my behalf at the (annual) general meeting of the Association, to be held on
    the day of , 20 ,
    and at any adjournment thereof.
    Signed this day of , 20 .
    Signature.

    This form is to be used * in favour of the resolution.
    * against
    * Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as he thinks fit.)

    (i) The instrument appointing a proxy shall be deposited with the secretary prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote; and


    31. DUTIES OF SECRETARY/TREASURER.

    The secretary/treasurer shall:-

    (a) Cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every Executive Committee meeting and general meeting to be entered in a book to be open for inspection at all reasonable times by any financial member who previously applies to the Secretary/Treasurer for that inspection. For the purposes of ensuring the accuracy of the recording of such minutes, the minutes of every Executive Committee meeting shall be signed by the Chairman of that meeting or the Chairman of the next succeeding Executive Committee meeting verifying their accuracy. Similarly, the minutes of every general meeting shall be signed by the Chairman of that meeting or the Chairman of the next succeeding general meeting. Provided that the minutes of any annual general meeting shall he signed by the Chairman of that meeting or the Chairman of the next succeeding general meeting or annual general meeting.

    (b) Shall notify the members of the Executive Committee and the secretary of each Member Club of such meeting of the Association and generally shall perform such duties as the Delegates and Executive Committee may prescribe or direct.

    (c) Shall pay into such Bank as the Committee from time to time direct, to the credit of the Association, all monies he may receive on account of the Association. He shall keep correct accounts and books showing the financial affairs of the Association and the particulars usually shown in books of account of a like nature and shall submit a statement of the financial affairs of the Association to the annual general meeting, such statement having been previously examined and certified to as correct by the honorary auditor.


    32. BY-LAWS. The Executive Committee may from time to time make, amend or repeal by-laws, not inconsistent with these rules, for the internal management of the Association and any by-law may be set aside by a general meeting of members.

    33. ALTERATION OF RULES. Subject to the provisions of the Associations Incorporation Act 1981, these Rules may be amended, rescinded or added to from time to time by a special resolution carried at any general meeting: Provided that no such amendment, rescission or addition shall be valid unless the same shall have been previously submitted to and approved by the Director-General, Department of Justice and Corrective Services, Brisbane.

    34. COMMON SEAL. The Executive Committee shall provide for a Common Seal and for its safe custody. The Common Seal shall only be used by the authority of the Executive Committee and every instrument to which the seal is affixed shall be signed by a member of the Executive Committee and shall be countersigned by the secretary or by a second member of the Executive Committee or by some other person appointed by the Executive Committee for the purpose.

    35. FUNDS AND ACCOUNTS.

    (a) The funds of the Association shall be banked in the notice of the Association in such bank as the Executive Committee may from time to time direct.

    (b) Proper books and accounts shall be kept and maintained either in written or printed form in the English language showing correctly the financial affairs of the Association and the particulars usually shown in books of a like nature.

    (c) All moneys shall be banked as soon as practicable after receipt thereof.

    (d) All amounts of twenty dollars or over shall be paid by cheque signed by any two of the president, secretary/treasurer or other member authorised from time to time by the Executive Committee.

    (e) Cheques shall be crossed "not negotiable" except those in payment of wages, allowances or petty cash recoupments which may be open.

    (f) The Executive Committee shall determine the amount of petty cash which shall be kept on the imprest system.

    (g) All expenditure shall be approved or ratified at a Executive Committee meeting.

    (h) As soon as practicable after the end of each financial year the secretary/treasurer shall cause to be prepared a statement containing particulars of:-:

        

    (i) The income and expenditure for the financial year just ended; and

    (ii) The assets and liabilities and of all mortgages, charges and securities affecting the property of the Association at the close of that year.

    (i) All such statements shall be examined by the auditor who shall present his report upon such audit to the secretary prior to the holding of the annual general meeting next following the financial year in respect of which such audit was made.

    (j) The income and property of the Association whencesoever derived shall be used and applied solely in promotion of its objects and in the exercise of its powers as set out herein and no portion thereof shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or amongst the members of the Association provided that nothing herein contained shall prevent the payment in good faith of interest to any such member in respect of moneys advanced by him to the Association or otherwise owing by the Association Lo him or of remuneration to any officers or servants of the Association or to any member of the Association or other person in return for any services actually rendered to the Association provided further that nothing herein contained shall be construed so as to prevent the payment or repayment to any member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Association or reasonable and proper rent for premises demised or let to the Association.


    36. DOCUMENTS. The Executive Committee shall provide for the safe custody of books, documents, instruments of title and securities of the Association.

    37. FINANCIALYEAR. The financial year of the Association shall close on thirty-first (31st) day of December in each year.

    38. DISTRIBUTION OF SURPLUS ASSETS. If the Association shall be wound up in accordance with the provisions of the Associations Incorporation Act 1981, and there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of Rule 85(j), such institution or institutions to be determined by the members of the Association.

    39. LIFE MEMBERSHIP.

    On the recommendation of the Executive Committee, Honorary Life Membership may be granted by resolution passed at a general meeting of the Association to any person who has rendered special services to the Association, provided that notice of intention to move such resolution shall have been given with the notice of the meeting. Any such resolution shall be deemed to have been defeated unless three quarters of the Delegates present shall vote in favour of it. An Honorary Life Member shall be entitled to attend any Association Meeting and to speak thereat, but shall not be entitled to vote, except when attending as a Delegate or proxy for a Delegate.

             

    “I hereby certify that this is a true copy of the rules adopted by the members on the 27th October, 1990.”

    Secretary ……15.11.90