[The Committee is elected by the Members to govern the Association on their behalf. This Part deals with the duties of Committee members, how the Committee is composed, details of office bearer positions, their terms of office, term limits, and the standards of conduct expected of them.]
Section 4.A — Composition, Office Bearers, Term Limits, Conduct and Removal
4.A.1 The Committee governs the affairs of the Association on behalf of the Members, subject to the Act, this Constitution and any resolution passed by Members in general meeting.
Composition of the Committee
4.A.2 Based on what we've discussed, we understand a Fully Elected Committee suits Salisbury Football Club. Confirm below, or let us know if you'd like to explore other options.
4.A.3 Based on what we've discussed, we understand you'd like a Committee of 7 to 9 members.
4.A.4 Based on what we've discussed, we understand you'd like Committee terms to run for 2 years.
4.A.6 Based on what we've discussed, we understand you'd like Committee terms staggered, so part of the Committee retires each year.
4.A.7 Office Bearers of the Association may be the President, Vice-president, Secretary and Treasurer.
These positions are standard across most associations. Please advise if you want any of them removed.
4.A.8 Would you'd like additional Committee roles named in your Constitution? Remember, you can always have additional roles on your Committee without naming them in the Constitution.
4.A.9 The President provides leadership to the Committee, presides at meetings in accordance with this Constitution, and performs any other duties the Committee assigns.
4.A.10 The Vice-president presides at meetings when the President is absent in accordance with this Constitution, and performs any other duties the Committee assigns.
4.A.11 The Secretary convenes meetings, is responsible for the management of the Association's membership register, minutes and records, manages correspondence on the Association's behalf, and performs any other duties the Committee assigns.
4.A.12 The Treasurer is responsible for the management of the Association's financial affairs, ensures proper financial records are kept, reports to the Committee and Members on the Association's financial position, and performs any other duties the Committee assigns.
The Committee itself is generally in the best position to nominate and elect Office Bearers. Member voting for named positions can run the risk of unfilled or regularly uncontested roles.
4.A.14 A Committee member has three core duties to the Association: care, loyalty, and obedience.
(a) The duty of care requires a Committee member to act with reasonable diligence in exercising their powers and carrying out their responsibilities.
(b) The duty of loyalty requires honesty and good faith. A Committee member must not deceive or defraud the Association, misuse information gained through their role, including after leaving the Committee, or use their position to gain an improper advantage for themselves or another person.
(c) The duty of obedience requires a Committee member to act within the powers set out in the Act and this Constitution. A Committee member must ensure that the Association's powers, resources and activities are used consistently with its stated purposes, and that the Association follows the processes required to fulfil those purposes while complying with applicable laws and this Constitution.
Conduct and removal of Committee members
4.A.15 The conduct of Committee members must conform to the requirements of this Constitution, any Companion Document, and any other standards endorsed by the Committee.
4.A.16 A Committee member who has a direct or indirect financial or other interest in a matter being considered by the Committee must disclose that interest and act in accordance with any applicable Companion Document.
4.A.17 The Committee may, by resolution of no less than seventy-five percent (75%) of Committee members present and voting, remove any Committee member who has:
(a) contravened this Constitution, any Companion Document, or any other standards endorsed by the Committee deliberately, repeatedly or in a substantially harmful way;
(b) failed to carry out their duties as a Committee member under this Constitution or the Charter;
(c) been absent for three (3) consecutive meetings without the consent of the Committee; or
(d) become disqualified from managing a corporation, or from holding office in an association, under the Act or any other applicable law, or become an insolvent under administration.
4.A.18 The Committee member immediately ceases to be a member of the Committee.
4.A.19 The removed Committee member may lodge a submission with the Secretary within thirty (30) days appealing the decision and setting out why they believe it should be overturned.
4.A.20 The Secretary must convene, within thirty (30) days of receiving the submission, a panel comprising two (2) Committee members and one (1) independent person. The independent person may be a former Committee member, another Member of the Association or a person external to the Association, at the Committee's discretion. In selecting the independent person, the Committee must have regard to the nature of the matter, their independence, relevant knowledge or experience and availability. A person who was involved in the original decision or who has a conflict of interest in the matter must not sit on the panel. The panel's decision to confirm, vary or overturn the Committee's decision is final.
Committee member resignation
4.A.21 A Committee member may resign by giving the Secretary at least thirty (30) days' written notice of their intention to do so.
Committee member ceases to hold office
4.A.22 A Committee member ceases to be a Committee member if they:
(a) resign under clause 4.A.21;
(b) die;
(c) are removed under clause 4.A.17.
Declaration
By submitting this Section, you confirm that you have read, understood, and agree to the content set out above.
