This Constitution, together with any Charter, By-laws, Codes or Policies, provides the governance framework for Salisbury Football Club (the Club). This includes the care and control of assets and financial resources used for [primary object].
In this Constitution, words in bracketed italics are intended for guidance only and may be included, modified or deleted by resolution of the Committee.
Section 1.A — Name, Nature, Objects and Powers
[This Part describes the details of the Association, its purpose and powers.]
1.A.1 The name of the Association is Salsibury Football Club Incorporated (the Association).
1.A.2 The Association is incorporated in South Australia under the Associations Incorporation Act 1985 (SA) (the Act).
1.A.3 The Association is not conducted for the financial gain of its Members. Except as permitted by the Act, no part of the Association's income or property may be distributed, directly or indirectly, to a Member.
[The Objects are the core purpose, goals and main reasons for which the Association was founded. They set the boundary for all Association activity.]
1.A.4 The objects of the Association are:
1.A.5 To do all other lawful things that are incidental or conducive to attaining the above objects.
1.A.6 To carry out its objects, the Association has the powers conferred by section 25 of the Act, including the power to:
(a) acquire, hold, manage and dispose of real or personal property;
(b) administer property held on trust;
(c) open and operate accounts with authorised deposit-taking institutions;
(d) invest its money in any security in which trust money may be invested under an Act of Parliament, or in any other manner authorised by this Constitution;
(e) borrow money on terms and conditions the Association considers appropriate;
(f) provide security for liabilities incurred by the Association;
(g) appoint agents to conduct business on behalf of the Association; and
(h) enter into any other contract the Association considers necessary or desirable.
1.A.7 This Constitution, together with any Charter, By-laws, Codes and Policies adopted by the Committee, governs the internal management of the Association. The Charter, By-laws, Codes and Policies are together called the Companion Documents.
1.A.8 The Committee may adopt a Committee Charter to set out and expand on matters covered by this Constitution and to provide practical guidance about the Committee's roles, responsibilities, meetings, decision-making and conduct. The Committee Charter must not conflict with or seek to override this Constitution.
[The Committee Charter sits alongside the By-laws and Policies as a specific governance document. It provides practical guidance about the Committee's role, responsibilities, authority and operation. It operates within the framework established by the Constitution, but is distinct from a Code, By-law or Policy.]
1.A.9 The Committee may make, amend or revoke Codes for the Association. Codes may set standards of conduct for Members or other people involved in or connected with the Association. Any Code must be consistent with applicable legislation, this Constitution, Charter and any By-laws or Policies.
[A Code sets out the standards of behaviour, conduct and expectations that apply to Members or other people involved in or connected with the Association. This may include Committee members, Members, visitors or participants, volunteers, employees, contractors, competitors and spectators. A Code provides a clear framework for how people are expected to behave and may cover matters such as respectful conduct, fair play, conflicts of interest, confidentiality, integrity and appropriate use of the Association's facilities and resources.]
1.A.10 The Committee may make, amend or revoke By-laws for the effective management of the Association, provided that any By-law is consistent with the applicable legislation, this Constitution and any Charter, Codes and Policies.
[A By-law is generally used for a formal rule that applies to Members or others. It sets out what may, must, or must not be done, or establishes rules for a particular activity. By-laws are meant to provide a relatively stable framework rather than something the Committee will regularly change as part of routine or day-to-day management.]
1.A.11 The Committee may make, amend or revoke Policies for the effective management of the Association, provided that each Policy is consistent with applicable legislation, this Constitution and any Charter, Codes or By-laws.
[A Policy generally sets out the Association's approach to an issue, or how it will manage a particular matter. Policies can include requirements that Members or others must follow, but are typically easier than By-laws to review and update as circumstances, practice or other requirements change.]
1.A.12 The Club colours are Black and White.
The Playing uniform shall be:
Home Games: Black and White vertical striped guernsey, black shorts and black socks
Away Games: Black and White vertical striped guernsey, white shorts and black socks
The Committee may from time to time approve an alternative guernsey design to mark a special occasion or as directed by the league affiliate in the event of a clash occurring with a match day opponent.
1.A.13 The Club mascot is the Magpie.
Section 1.B - Definitions and Interpretation
1.B.1 In this Constitution, unless the context otherwise requires:
(a) Act means the Associations Incorporation Act 1985 (SA) and any successor Act;
(b) Annual General Meeting or AGM means the meeting of Members held once each year in accordance with this Constitution;
(c) Colts means the section of the Club's football operations catering for players who compete in the competition designated "Colts" by the Club's affiliated league from time to time;
(d) Committee means the Committee of the Association constituted under this Constitution;
(e) Companion Documents means the group of governance documents that support this Constitution, which may include the Charter, Codes, By-laws and Policies of the Association;
(f) In writing, or written, includes email and any other form of communication that records its content and the identity of the sender;
(g) Mediator means a conflict mediation service provider engaged under clause 2.C.14 or appointed under clause 2.C.15;
(h) Member means a person who has been admitted to Membership of the Association in accordance with this Constitution and has not ceased to be a Member;
(i) Office Bearer means the President, Secretary, Treasurer, and any other position declared by this Constitution or by the Committee to be an Office Bearer;
(j) Officer means a person who: (i) is a member of the Committee; (ii) holds an office established by this Constitution, including the Secretary, Treasurer or Public Officer; (iii) is concerned in or takes part in the management of the Association; or (iv) is otherwise an officer of the Association within the meaning of the Act;
(k) Present, in relation to a meeting, includes attendance in person or using any technology that allows a person to participate in the business of the meeting, exercise their voting rights and be heard by other participants;
(l) Public Officer means the person appointed as public officer of the Association for the purposes of the Act;
(m) Resolution means a resolution passed by more than half of the votes cast by persons entitled to vote at a Committee or General Meeting;
(n) Selection Committee means the committee established under the By-laws responsible for selecting players for the Club's teams;
(o) Special Resolution means a resolution for which not less than twenty-one (21) days' written notice has been given, specifying the intention to propose the resolution, and which is passed by at least 75% of the votes cast by Members Present and entitled to vote at a General Meeting;
Interpretation
1.B.2 In this Constitution, unless the contrary intention appears:
(a) words importing any gender include all other genders;
(b) the singular includes the plural and vice versa; and
(c) this Constitution is subject to the Act, and if there is any inconsistency between a clause of this Constitution and the Act, the Act prevails to the extent of that inconsistency.
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