Rules of Incorporation

Statement of Purpose

The name of the incorporated association is DRYSDALE FOOTBALL CLUB INCORPORATED.

The purposes for which the incorporated association is established are:

To field teams to play in such competitions as are organised and governed by the Bellarine Football League and for all such other matters which are ancillary and incidental to the encouragement and fostering of the game of Australian Rules Football and such other recreations for the benefit and use of the playing members of the Drysdale Football Club Incorporated together with the provision for and maintenance of material for the use of the playing members of the Drysdale Football Club Incorporated together with the provision for the welfare and wellbeing of the playing members of the Drysdale Football Club Incorporated.

Rules of the Drysdale Football Club Incorporated

Name

The name of the incorporated association is Drysdale Football Club Incorporated (hereinafter called “the Association”).

Interpretation

(a) In these rules, unless the contrary intention appears: -

“Committee” or “Executive Committee” means the Committee of Management of the Association.

“Financial year” means the year ending on 30th September.

“General Meeting” means a general meeting of the members convened in accordance with Rule 12.

“Member” means a member of the Association.

“Ordinary Member of the Committee” means a member of the Committee who is not an officer of the Association under Rule 22.

“Other Committees” means any other Committee appointed other than the Committee of Management.

“The Act” means the Associations Incorporation Act 1981.

“The Regulations” means regulations under the Act.

(b) In these Rules, a reference to the secretary of an Association is a reference: -

(i) where a person holds office under these Rules as secretary of the Association – to that person; and

(ii) in any other case, to the public officer of the Association.

(c) Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and the Act as in force from time to time.

Application for membership

3. (a) A natural person who is nominated and approved for membership as provided in these rules is eligible to be a member of the Association on payment of the entrance fee and annual subscription payable under these rules.

(b) A person who is not a member of the Association at the time of the incorporation of the Association (or who was such a member at that time but has ceased to be a member) shall not be admitted to membership:-

(i) unless they are nominated as provided in sub-clause (3); and

(ii) their admission as a member is approved by the Committee.

(i) shall be made in writing in the form set out in Appendix 1; and

(ii) shall be lodged with the secretary of the Association.

(d) As soon as is practicable after the receipt of a nomination, the secretary shall refer the nomination to the Committee.

(e) Upon a nomination being referred to the Committee, the Committee shall determine whether to approve or to reject the nomination.

(f) Upon a nomination being approved by the Committee, the Secretary shall, with as little delay as possible, notify the nominee in writing that they are approved for membership of the association and request payment within the period of 28 days after receipt of the notification of the sum payable under these rules as the entrance fee and the first year’s annual subscription.

(g) The secretary shall, upon payment of the amounts referred to in sub-clause (6) within the period referred to in that sub-clause, enter the nominee’s name in the register of members kept by them and, upon the name being so entered, the nominee becomes a member of the association.

(h) A right, privilege, or obligation of a person by reason of their membership of the association:-

(i) is not capable of being transferred or transmitted to another person;

(ii) terminates upon the cessation of their membership whether by death or resignation or otherwise.

(i) Any person who shall pay the annual subscription fee for membership as determined by the Executive Committee shall upon payment of such fee become a member of the Association in relation to the type of membership applied for.

(j) The annual subscription fee shall be determined for each class of membership of the Association at the commencement of each year as determined and fixed by the Executive Committee.

(k) The Executive Committee may in its absolute discretion and without assigning any reason refuse to admit any person to any membership of the Association.

Classes of membership

4. (a) Ordinary Members

Any person who shall pay the annual subscription shall become an Ordinary Member of the Association and shall be entitled to the benefits and privileges of membership during the year in respect of which such subscription has been paid.

(b) Junior Members

Any person under the age or eighteen years of age at the commencement of each year who shall pay the annual subscription for a Junior Member shall become a Junior Member of the Association and shall be entitled to the benefits and privileges of Junior Membership during the year in respect of which such subscription has been paid.

Any person who has rendered outstanding service to the Association may be elected an Honorary Life Member. In addition, players who have played 250 senior or reserve games for the Club shall be nominated for Honorary Life Membership. Honorary Life Members shall be elected by the Executive Committee. Such election shall be by a two-thirds majority of those present and voting. Three-fourths of the members of the Executive Committee must be present

(d) Pensioner Members

Any person who holds a Commonwealth pension card and who shall pay the annual subscription shall become a Pensioner Member of the Association and shall be entitled to the benefits and privileges of membership during the year in respect of which such subscription has been paid.

(e) Family Member

Any persons who shall pay the annual subscription shall become a Family Member which shall include two parents and their children up to the age of 18 years. Such membership shall have only one voting right which can only be exercised by one adult member of the family.

(f) Associate Member

Any person who is the partner of an ordinary member, pensioner member, or honorary life member of the Association shall become an Associate Member of the Association for the period that their partner is a member.

(g) Honorary Member

Any person who is competing in any inter-club match or game approved by the Club, or who is an official of any other recongised club and who is attending the Club’s premises in connection with any match or game approved by the Club shall be an honorary member for the day of that game.

(h) Parent Member

Any parent of a junior member whose name appears on the application form of a junior member shall be a parent member. Parent members cease to be parent members upon cessation of membership of the relevant junior member or upon the junior member being transferred to senior membership.

(h) Reciprocal Members

The Committee may from time to time nominate other clubs for reciprocal membership, and members of those clubs that are nominated for reciprocal membership shall be reciprocal members of the Association. The Committee may from time to time withdraw the nomination of any club or clubs as reciprocal membership clubs. Unless the Committee resolves otherwise the Drysdale Football Netball Club, and member clubs of Football & Netball Geelong, are reciprocal membership clubs and their members are reciprocal members of the Association.

RIGHTS OF MEMBERS

5. (a). Only Ordinary members, Family members, Pensioner members and Honorary Life Members shall be entitled to:

i. vote at any meetings of the Association;

ii. nominate for election to the Committee; and

iii. nominate or second the nomination of a member for election to the Committee.

(b). All members shall be entitled to use the facilities of the Association in accordance with these Rules and the by-laws laid down by the Committee from time to time and, subject to selection, shall be eligible to represent the Club in any football competitions and to participate in any intra Club competitions.

6. The secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each paid up member and the register shall be available for inspection by members at the address of the Public Officer.

Resignation and expulsion of member

7. (a) A member of the Association who has paid all moneys due and payable by them to the Association may resign from the Association by first giving one months notice in writing to the secretary of their intention to resign and upon the expiration of that period of notice, the member shall cease to be a member.

(b) Upon the expiration of a notice given under sub-clause (a), the secretary shall make in the register of members an entry recording the date on which the member by whom the notice was given, ceased to be a member.

8. (a) Subject to these rules, the Committee may by resolution:

(i) expel a member from the Association;

(ii) suspend a member from membership of the Association for a specified period; or

(iii) fine a member in accordance with The Regulations if the Committee is of the opinion that the member: -

(1) has refused or neglected to comply with these rules; or

(2) has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association.

(b) A resolution of the Committee under sub-clause (a):-

(i) does not take effect unless the Committee, at a meeting held not earlier than 14 and not later than 28 days after the service of the member of the notice under sub-clause (c) confirms the resolution in accordance with this clause; and

(iii) where the member exercises a right of appeal to the Association under this clause does not take effect unless the Association confirms the resolution in accordance with this clause.

(c) Where the Committee passes a resolution under sub-clause (a), the secretary shall, as soon as practicable, cause to be served on the member a notice in writing:-

(i) setting out the resolution of the Committee and the grounds on which it is based;

(ii) stating that the member may address the Committee at a meeting to be held not earlier than 14 and not later than 28 days after service of the notice;

(iii) stating the date, place and time of that meeting;

(iv) informing the member that they may do one or more of the following:-

(1) Attend that meeting;

(2) Give to the Committee before the date of that meeting a written statement seeking the revocation of the resolution;

(3) Not later than 24 hours before the date of the meeting, lodge with the secretary a notice to the effect that they wish to appeal to the Association in general meeting against the resolution.

(d) At a meeting of the Committee held in accordance with sub-clause (b), the Committee:-

(i) Shall give to the member club an opportunity to be heard;

(ii) Shall give due consideration to any written statement submitted by the member club; and

(iii) Shall be resolution determine whether to confirm or to revoke the resolution.

(e) Where the secretary receives a notice under sub-clause (c), they shall notify the Committee and the Committee shall convene a general meeting of the Association to be held within 21 days after the date on which the secretary received the notice.

(f) At a general meeting of the Association convened under sub-clause (e):-

(i) no business other than the question of the appeal shall be transacted;

(ii) the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;

(iii) the member shall be given an opportunity to be heard; and

(iv) the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.

(g) If at the general meeting:-

(i) two-thirds of the members vote in person or by proxy in favour of the confirmation of the resolution, the resolution is confirmed; and

(ii) in any other case, the resolution is revoked.

Disputes and mediation

9 (a) The grievance procedure set out in this rule applies to disputes under these Rules between:

(i) a member and another member; or

(ii) a member and the Association.

(b) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.

(c) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.

(d) The mediator must be:

(i) a person chosen by agreement between the parties; or

(ii) in the absence of agreement:

(1) in the case of a dispute between a member and another member, a person appointed by the committee of the Association; or

(2) in the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).

(e) A member of the Association can be a mediator.

(f) The mediator cannot be a member who is a party to the dispute.

(g) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(h) The mediator, in conducting the mediation, must:

(i) give the parties to the mediation process every opportunity to be heard; and

(i) allow due consideration by all parties of any written statement submitted by any party; and

(iii) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

(i) The mediator must not determine the dispute.

(j) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

Annual general meeting

10. (a) The Association shall in each calendar year convene an annual general meeting of its members.

(b) The annual general meeting shall be held on the last Monday in October where possible, however it shall be held at least 30 days prior to the annual general meeting of the Bellarine Football League Inc.

(d) The ordinary business of the annual general meeting shall be:-

(i) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;

(ii) to receive from the Committee reports upon the transactions of the Association during then last preceding financial year;

(iii) to elect officers of the Association and the ordinary members of the Committee; and

(iv) to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.

(e) The annual general meeting may transact special business of which notice is given in accordance with these rules.

(f) The annual general meeting shall be in addition to any other general meetings that may be held in the same year.

Special general meeting

11. All general meeting other than the annual general meeting shall be called special general meetings.

12. (a) The Committee may, whenever it thinks fit, convene a special general meeting of the Association and where, but for this sub-clause, more than 15 months would lapse between annual general meetings, shall convene a special general meeting before the expiration of that period.

(b) The Committee shall, on the requisition in writing of members representing not less than 5% of the total number of members, convene a special general meeting of the Association.

(c) The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form each signed by one or more of the members making the requisition.

(d) If the Committee does not cause a special general meeting to be held within one month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meting to be held not later than 3 months after that date.

(e) A special general meeting convened by members in pursuance of these rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and all reasonable expense incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.

Notice of meeting

13. (a) The Secretary of the Association shall, at least 14 days before the date fixed for holding a general meeting or a special general meeting of the Association, cause to be sent to each member of the Association at their address appearing in the register of members, a notice by pre-paid post stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting, or by placing at least two advertisements in a newspaper generally circulating in the Bellarine Peninsula area such advertisement and the latest advertisement shall be placed at least 14 days prior to the date fixed for the meeting. The advertisement shall state the place, date and time of the meeting and briefly the nature of the business to be transacted at the meeting.

(b) No business other than that set out in the notice convening the meeting shall be transacted at the meeting.

(c) A member desiring to bring any business before a meeting may give notice of that business in writing to the secretary, who shall include that business in the notice calling the next general meeting after the receipt of the notice.

Proceedings at meetings

14. (a) All business that is transacted at a special general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to in these rules as being the ordinary business of the annual general meeting shall be deemed to be special business.

(b) No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time when the meeting is considering that item.

(c) 5 members personally present (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

(d) If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of that meeting, the members present (being not less than 3) shall be a quorum.

15. (a) The President, or in their absence, the Vice-President, shall preside as Chairman at each general meeting of the Association.

(b)If the President and the Vice-President are absent from a general meeting, the members present shall elect one of their number to preside as Chairman at the meeting.

16.(a) The Chairman of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(b) Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting.

(c) Except as provided in sub-clause (a) and (b), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

17. A question arising at a general meeting of the Association shall be determined on a show of hands and unless before or on the declaration of the show of hands a poll is demanded a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the Minute Book of the Association is evidence of the fact without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

18. (a) Upon any question arising at a general meeting of the Association, a member has one vote only.

(b) All votes shall be given personally or by proxy.

(c) In the case of an equality of voting on a question, the Chairman of the meeting is entitled to exercise a second or casting vote.

19. (a) If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at that meeting in such manner as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

(b) A poll that is demanded on the election of a Chairman or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other questions shall be taken at such time before the close of the meting as the Chairman may direct.

20. A member is not entitled to vote at any general meeting unless all moneys due and payable by them to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.

21. (a) Each member shall be entitled to appoint another member as their proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

(b) The notice appointing the proxy shall be in the form set out in Appendix 2.

Committee of management

22. (a) The affairs of the Association shall be managed by a Committee of Management constituted as provided in Rule 23.

(b) The Committee:-

(i) shall control and manage the business and affairs of the Association;

(ii) may, subject to these rules, the regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these rules to be exercised by general meetings of the members of the Association; and

(iii) subject to these rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.

23. (a) The Officers of the Association shall be:

(i) a President;

(ii) a Treasurer;

(iii) a Secretary;

(iv) a Junior Co-ordinator;

(iv) a Senior Vice-President;

(v) a Junior Vice-President.

(b) The provisions of Rule 25 so far as they are applicable and with the necessary modifications apply to and in relation to the election of persons to any of the offices mentioned in sub-clause (a).

(c) Each officer of the Association shall hold office until the annual general meeting next after the date of their election buy is eligible for re-election.

(d) In the event of a casual vacancy in any office referred to in sub-clause (a), the Committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of their appointment.

24. (a) Subject to Section 23 of the Act, the Committee shall consist of:

(i) the officers of the Association; and

(ii) five (5) ordinary members -

Each of whom shall be elected at the annual general meeting of the Association.

(b) Each ordinary member of the Committee shall, subject to these rules, hold office until the annual general meeting next after the date of their election but is eligible for re-election.

(c) In the event of a casual vacancy occurring in the office of an ordinary member of the Committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of their appointment.

Election of officers and vacancy

25. (a) Nominations of candidates for election as officers of the Association or as ordinary members of the Committee:

(i) shall be made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and

(ii) shall be delivered to the secretary of the Association not less than 7 days before the date fixed for the holding of the annual general meeting.

(b) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.

(c) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

(d) If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.

(e) The ballot for the election of officers and ordinary members of the Committee shall be conducted at the annual general meeting in such usual and proper manner as the Committee may direct.

(f) A nomination of a candidate for election under this clause is not valid if that candidate has been nominated for another office for election at the same election.

26. For the purposes of these rules, the office of an officer of the Association or of an ordinary member of the Committee becomes vacant if the officer or member:-

(i) ceases to be a member of the Association;

(ii) becomes an insolvent under administration within the meaning of the Companies (Victoria) Code; or

(iii) resigns their office by notice in writing given to the secretary.

Proceedings of committee

27. (a) The Committee shall meet at least 3 times in each year at such place and such times as the Committee may determine.

(b) Special meetings of the Committee may be convened by the President or by any 4 of the members of the Committee.

(c) Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.

(d) Any 4 members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

(e) No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

(f) At meetings of the Committee:-

(i) the president or in their absence the Vice-President shall preside; or

(ii) if the President and the Vice-President are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside.

(g) Questions arising at a meeting of the Committee or of any sub-committee appointed by the Committee shall be determined on a show of hands, or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine.

(h) Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

(i) Written notice of each committee meeting shall be served on each member or the Committee by delivering it to them at a reasonable time before the meeting or by sending it by pre-paid post addressed to them at their usual or last known place of abode at least two business days before the date of the meeting.

(j) Subject to sub-clause (d) the Committee may act notwithstanding any vacancy on the Committee.

Secretary

28. The secretary of the Association shall keep minutes of the resolutions and proceedings of each general meeting and each committee meeting in books provided for that purpose together with a record of the names of persons present at committee meetings.

Treasurer

29. (a) The Treasurer of the Association:-

(i) shall collect and receive all moneys due to the Association and make all payments authorized by the Association; and

(ii) shall keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.

(b) The accounts and books referred to in sub-clause (1) shall be available for inspection by members.

Removal of member of committee

30. (a) The Association in general meeting may by resolution remove any member of the Committee before the expiration of their term of office and appoint another member in their stead to hold office until the expiration of the term of the first-mentioned member.

(b) Where the member to whom a proposed resolution referred to in sub-clause (a) makes representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and requests that they be notified to the member of the Association, the Secretary of the President may send a copy of the representations to each member of the Association or, if they are not so sent, the member may require that they be read out at the meeting.

Junior Sub-Committee

31. (a) A sub-committee of the junior section shall be appointed independently of the Committee of Management of the Association.

(b) The sub-committee of the junior section will be appointed in accordance with the by-laws which have been adopted by the Committee of Management of the Association.

(c) The junior section of the association shall field teams to play in such competitions as are organised by such leagues or associations as determined and agreed upon by the sub-committed of the Association.

Cheques

32. All cheques, drafts, bills or exchange, promissory notes and other negotiable instruments shall be signed by two members of the Committee.

Seal

33. (a) The Common Seal of the Association shall be kept in the custody of the Secretary.

(b) The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signatures either of two members of the Committee or of one member of the Committee and public Officer of the Association.

Alteration of rules and statement of purpose

34. These rules and the statement of purposes of the Association shall not be altered except in accordance with the Act.

Notices

35. (a) A notice may be served by or on behalf of the Association upon any member either personally or by sending it by post to the member at their address shown in the Register of members.

(b) Where a document is properly addressed pre-paid and posted to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.

Winding up or cancellation

36. In the event of the winding up or cancellation of the incorporation of the association, the net assets of the association are to be distributed to a community or charitable organisation.

Custody of records

37. Except as otherwise provided in these Rules, the Secretary shall keep in their custody or under their control all books, documents and securities of the Association.

Funds

38. The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines.

Transfer and Clearance of Players

39. (a) No player or players registered with the Association shall be considered for or granted a Transfer or Clearance to any other club whilst that player or players are in possession and have failed to return the Association’s uniform or any other property of the Association and or whilst that player or players are under any financial obligations and continue to be under such obligation to the Association.

Colours and uniforms

40. (a) That the colours of the Association shall be Brown and Gold.

(b) That the uniform of the Association shall be determined by the Committee of Management and such uniform shall be worn by the players of the teams of the said Association at any match or matches that the said Association shall participate in.

By-Laws

41. The Committee of Management may make such by-laws or regulations as may be deemed necessary for the better performance of the objects and management of the Association and they may be varied by the Committee of Management, as required by a simple majority PROVIDED that any such by-law or regulation is not inconsistent with these rules.

Appointment of Coaches, captain and Vice-Captain

42. (a) The officers of the Association shall make such necessary request for coaching positions as are prudent in order to obtain applications for coaching positions to the said Association prior to the Annual General Meeting.

(b) The positions of coach or coaches shall be appointed by the officers of the said Association.

(d) In the event that the playing coach elects not to be appointed as captain of the team, then the Executive Committee in consultation with the Match Committee shall appoint the Captain, Vice-Captain and Deputy Vice-Captain.

43. All necessary sub-committee as required or determined to be necessary by the Executive Committee shall be appointed or elected at the Annual General meeting or at any other time.