[Miscellanious picks up various requirements of the Act that do not fit comfortably into the other Parts and Sections of this Constitution.]
Section 5.A — Alteration of Constitution and Winding Up
Alteration of the Constitution
5.A.1 This Constitution may be altered by a Special Resolution of Members at a General Meeting.
5.A.2 An alteration to the Constitution must be submitted to Consumer and Business Services for approval within one month of being approved by the Members, in accordance with the Act.
5.A.3 The Association may be wound up by Members at a Special General Meeting, provided that:
(a) twenty-one (21) days' notice of the meeting, the proposed motion to dissolve, and the rationale for that proposed motion, is communicated to all Members; and
(b) the motion to dissolve is passed by no less than seventy-five percent (75%) of Members present in person, or by any other means approved by the Committee that allows participation in the business of the meeting and accurate polling of Members.
Seventy-five percent (75%) is the default majority suggested by the Act, but you can make your percentage higher or lower. Are you happy to stay with the default, or would you like to nominate another figure?
5.A.4 If, after the Association is wound up, surplus assets remain, those assets must be transferred to another organisation that has similar objects and is prohibited from distributing its income or assets to its Members.
Section 5.B — Public Officer
5.B.1 The Association must appoint a Public Officer as required under the Act.
5.B.2 Unless the Committee decides otherwise by resolution, the Secretary must act as Public Officer.
5.B.3 The Association must notify the relevant authority of any change of Public Officer within the time required by the Act.
Non-standard financial years can cause issues. We would recommend picking one of the two standards for your Club.
5.C.2 The Committee must ensure that proper accounting records are kept of the Association's financial transactions, and that proper financial accounts are prepared for each financial year that fairly present the results of the Association's operations and its financial position.
[A Prescribed Association under the Act is one that turns over more than $500,000 in a financial year, excluding Membership fees and some other mutual income. A Prescribed Association must be audited. Associations that are not Prescribed Associations are not required to be audited, but may choose to do so. Even if an audit is not required, an independent financial review each year is good governance practice.]
Section 5.D — General Provisions
5.D.1 The Association's records, including financial records, registers, correspondence, contracts, reports and other documents relating to the Association's affairs, must be kept in a secure location as determined by resolution of the Committee from time to time. Records may be kept in digital format provided they can be read and printed in a readable form as required.
5.D.2 A notice may be served on or given to a Member or Committee member under this Constitution by sending the notice by email to an email address specified by the Member or Committee member.
5.D.3 A notice is taken, unless the contrary is proved, to have been given or served on the date it was sent.
5.D.4 The Association may, for as long as required by the Act, have a common seal on which its name appears in legible characters.
5.D.5 The seal must not be used unless its use has been approved by resolution of the Committee, and every use must be recorded in the minutes.
5.D.6 The affixing of the seal must be witnessed by any two (2) Office Bearers.
Insurance, Indemnity and Legal Costs
5.D.7 The Association must maintain insurance appropriate to its activities and risks.
5.D.8 To the extent allowed by law, the Association will protect an Officer from liability incurred while carrying out their duties or using their powers for the Association.
5.D.9 The indemnity in clause 5.D.8 does not apply where the law does not allow the Association to indemnify an Officer.
5.D.10 To the extent allowed by law, the Association will pay an Officer's reasonable legal costs and other expenses of defending legal proceedings arising from their role with the Association if the Officer is successful in the proceedings or is acquitted.
These are standard clauses covering insurance, indemnity and legal costs for Committee members and Officers. If you'd like any specific inclusions or exclusions, please let us know.
Player insurance can be included in the Constitution but it sits more comfortably in the By-laws, keeping this kind of detail out of your core governing document.
5.D.11 An official address, being a physical location in South Australia, must be maintained and registered with Consumer and Business Services as required by the Act. Any changes to the official address must be reported to CBS within twenty-eight (28) days.
Declaration
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