KEMPSEY SWIMMING CLUB INCORPORATED CONSTITUTION cont.

10 CLUB OFFICERS

(v) Race Secretary

(vi) Membership Registrar

10.2 The Officers of The Club are to be elected at the Annual General Meeting (clause 15) and to hold office, subject to the constitution, until the ensuing Annual General Meeting. There are no limits to the number of Consecutive Terms that can be served by an elected officer.

11. MANAGEMENT COMMITTEE.

11.1 The Management Committee is to consist of The Officers (as per clause 10) and up to five (5) ordinary members elected at the Annual General Meeting.

11.2 The Management Committee is to have power to co-opt one or more additional members for any special purpose within the objects of The Club. The Management Committee may elect a subcommittee specific to that purpose when considered necessary.

11.3 Any vacancy in the Management Committee or the Officers may be filled by the Management Committee and any person so appointed may, subject to the constitution, hold office until the ensuing Annual General Meeting.

11.4 Subject to the constitution of The Club, if any member of the Management Committee absents himself without reasonable cause for three consecutive meetings of the Management Committee, his position is to be declared vacant at the next meeting, provided the member is;

a) notified in writing, prior to that fourth (4th) meeting, of the intention of the Management

Committee, and

b) permitted to submit in writing, or personally at, that fourth meeting of his reasons for nonattendance at the three (3) previous consecutive meetings.

11.5 The Management Committee may act notwithstanding any vacancy in its body.

12. EXECUTIVE COMMITTEE.

The Executive Committee is to comprise of the President, Vice President, Secretary and the Treasurer.

Generally, the Executive is to act for the Club during periods between meetings and is to report any such actions for endorsement at the next Management Committee Meeting,

At a meeting of the Executive, three (3) is to form a quorum.

13. DUTIES OF OFFICERS.

13.1 The President shall preside over all meetings of the Club and Committees appointed at the Annual General Meeting. In the absence of the President the Vice-President shall be chairman or, if the Vice-President is not in attendance, the meeting shall elect its own chairman.

13.2 The Secretary shall;

a) keep detailed minutes of all meetings held,

b) conduct the correspondence of The Club

c) prepare, under instructions of the Executive, a full report of the years activities for presentation at the Annual General Meeting and to Swimming New South Wales and Swimming North Coast, and

d) hand all subscriptions and other monies received by him to the Treasurer at the earliest

opportunity.

13.3 The Treasurer shall;

a) pay promptly all accounts passed by the Management Committee Meeting and submit to the Annual General Meeting a full statement of income and expenses of the past Financial Year for the information of members.

b) arrange for all monies to be regularly banked to the credit of an account, or accounts, opened in the name of The Club with a bank, or such other financial institutions, approved from time to time by the Management Committee.

c) present an interim statement of The Club's financial position at each Management Committee meeting and produce the bank, or other financial institutions, statements and deposit books, if and when required.

There shall be three (3) authorized signatories for the operation of The Club's bank and/or investment accounts provided that at least two (2) signatories are required for the purpose of withdrawing any amount from either account.

13.4 The Race Secretary shall;

a) call for nominations for club night competitions and determine the closing date/time. They shall prepare and supervise the conduct of the program at all club nights. They shall record all results and ensure all records remain available for inspection by the Management Committee if and when required,

b) call for and accept nominations from registered members to compete at events in which they are eligible to compete, other than club nights. They shall verify that all times stated on entries have been achieved and lodge all entries, using the method appropriate to that meet, prior to the advertised closing date. Hand all entry monies received by him, with a balanced reconciliation, to the Treasurer at the earliest opportunity.

13.5 The Membership Registrar shall administer membership to the Kempsey Swimming Club, Swimming North Coast, Swimming New South Wales and Swimming Australia, using the applicable methods.

14. ELECTION PROCESS.

14.1 All elections shall be conducted by Secret Ballot, on a “first past the post” basis.

14.2 Each Member, or Life Member, present and entitled to vote under Clause 5, who is a fully paid up member and is sixteen years of age or over at the time of the General Meeting, may vote for any number of candidates but not more than the number of vacancies.

14.3 If insufficient nominations are received, any vacant positions remaining are taken to be casual vacancies and dealt with as detailed in Clause 11.3.

14.4 If the ballot results in two (2) or more candidates with equal votes, lots shall be drawn to

determine the successful candidates.

15. ANNUAL GENERAL MEETING.

15.1 The Annual General Meeting of the Club is to be held in the month of June in each calendar year on such date as the Management Committee shall determine and for which at least thirty (30) days notice is to be given by the secretary by public notice.

15.2 The order of business at the Annual General Meeting will be;

a) to confirm the minutes of the previous Annual General Meeting,

b) to receive from the Executive the Annual Report, including the Balance Sheet and Statement of Income and Expenditure of the preceding Club year,

c) to receive reports from any of the other Club Officers,

d) to elect;

(i) Officers of The Club as listed in clause 10,

(ii) Members of the Management Committee,

(iii) Member Protection Information Officer,

(iv) One (1) delegate to the General Conference of Swimming New South Wales,

(v) At least two delegates to Swimming North Coast.

e) to endorse the appointment of the Club’s Patron/s.

f) to deal with any Special Resolutions.

16. SPECIAL GENERAL MEETING.

16.1 The committee may, whenever it thinks fit, convene a special general meeting of the club provided that at least fourteen (14) days’ notice of the date fixed for any special general meeting is to be given by notice to the members and must state the nature of the business to be dealt with.

16.2 The committee must, on the requisition in writing of not less than ten (10) members entitled to vote under Clause 5, convene a special general meeting of the association. 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 form, each signed by one or more of the

members making the requisition.

16.3 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.

16.4 A special general meeting convened by a member or members as referred to in subclause (3) must be convened as nearly as is practicable in the same manner as general meetings are convened by the committee.

16.5 Only the business for which notice has been circulated shall be discussed at the Special General Meeting.

17. MANAGEMENT COMMITTEE MEETINGS.

17.1 The Committee Meeting is to have, subject to the Constitution, complete control of all club affairs.

(a) The Committee shall meet as often as is deemed necessary in every calendar year for the dispatch of business (and shall be at least as often as is required under the Act). Subject to this Constitution, it may adjourn and otherwise regulate its meetings as it thinks fit. A committee member may at any time convene a meeting of the Committee within reasonable time.

(b) Without limiting the power of the Committee to regulate its meetings as it thinks fit, a meeting of the Committee may be held where one or more of the Committee is not physically present at the meeting, provided that:

(i) All persons participating in the meeting are able to communicate with each other effectively, simultaneously and instantaneously whether by means of telephone or other form of communication.

(ii) Notice of the meeting is given to all the Committee entitled to notice in accordance with the usual procedures agreed upon or laid down from time to time by the Committee or this

Constitution. The notice will specify that committee members are not required to be present in person.

(iii)If a failure in communications prevents clause 17.2 from being satisfied by the

number of committee members which constitutes a quorum, and none of such members are

present at the place where the meeting is deemed by virtue of the further provisions of this rule to be held, then the meeting shall be suspended until clause 17.2 is satisfied again. If such condition is not satisfied within fifteen minutes from the interruption, the meeting shall be deemed to have been terminated or adjourned.

(iv) Any meeting held where one or more of the Committee is not physically present shall be

deemed to be held at the place specified in the notice of the meeting, provided a committee

member is there present. If no such member is there present, the meeting shall be deemed to be held at the place where the chairperson of the meeting is located.

17.2 Quorum

At a meeting of the Management Committee fifty percent plus one (50%+1) of the number of current committee members is to form a quorum. If a quorum is not present within fifteen (15) minutes after the starting time advertised, the meeting will be adjourned to a day, time and place decided by the Management Committee.

17.3 Conflict of Interest

A Committee Member shall declare his interest in any contractual, selection, disciplinary, or financial matter in which a conflict of interest arises or may arise. He shall, unless otherwise determined by the Committee, absent himself from discussions of such matters and shall not be entitled to vote in respect of such matters. If the member casts a vote, the vote shall not be counted. In the event of any uncertainty as to whether it is necessary for a member to absent himself from discussions and refrain from voting, the issue should be immediately determined by vote of the Committee. If this is not possible, the matter shall be adjourned or deferred.

17.4 Disclosure of Interests

The nature of the interest of a committee member must be declared at the meeting of the Committee at which the relevant matter is first taken into consideration, if the interest then exists. In any other case, the interest should be revealed to the Committee at the next meeting of the Committee. If a committee member becomes interested in a matter after it is made or entered into, the declaration of the interest must be made at the first meeting of the Committee held after the member becomes interested.

All disclosed interests must also be disclosed to each annual general meeting in accordance with the Act.

17.5 General Disclosure

A general notice stating that a committee member is a Member of any specified firm or company and that he is ‘interested’ in all transactions with that firm or company is sufficient declaration under clause 17.4. After the distribution of the general notice, it is not necessary for the member to give a special notice regarding any particular transaction with that firm or company.

17.6 Recording Disclosures

Any declaration made, any disclosure or any general notice given by a committee member in

accordance with clauses 17.4, 05 and/or 06 must be recorded in the minutes of the relevant meeting.