Constitution

1. Preliminary

1.1 Definitions and Interpretations

1.2 Objects of the Club

1.3 Nature of the Club

The Club is a Company limited by guarantee with no share capital.

1.4 Financial Year of the Club

The financial year of the Club shall be 12 months in duration and end on the thirtieth day of June in every year.

1.5 Replaceable Rules

The Replaceable Rules in the Corporations Act shall not apply to the Club.

2. Membership

2.1 Number of Members

The Club shall consist of not more than 160 Ordinary members. The number of Honorary and Senior members is unlimited. The Club may in general meeting vary the maximum number of these members by passing an ordinary resolution to that effect.

2.2 Application for Ordinary Membership

Every applicant for Ordinary membership must be an individual and shall be proposed by one member and seconded by another member of the Club, both of whom shall be personally known to the applicant. The application shall be made in a manner approved by the Committee and signed by the applicant, the proposer and the seconder.

2.3 Processing of Application for Ordinary Membership

When a valid application has been received together with any prescribed application fee, the applicant's name shall be placed on the list of applicants for membership immediately following the name of the last applicant added to the list, and the latest applicant shall be advised accordingly.

2.4 Denial of Application for Ordinary Membership

The Committee may rescind an application without explanation for any applicant who has previously been expelled or is a partner of an expelled applicant as determined by Article 4.3.

2.5 Admission of Ordinary Members

When the number of Ordinary members falls below the maximum permitted, the Secretary shall forthwith send to the applicant whose name stands first on the list notice of acceptance and request for payment of the membership fee, annual subscription and any annual or other levy payable in the year of admission. Upon payment, the applicant shall become a member and their name shall forthwith be entered on the Register of Members. If acknowledgement of acceptance is not made within two weeks, or payment not made within one calendar month after the date of notice, the Secretary may cancel acceptance of the applicant.

2.6 Ordinary Member

An Ordinary Member is a member who has been admitted to the Club as per this Constitution but is not an Honorary Member or a Senior Member.

2.7 Honorary Member

An Honorary Member is a member who has been voted this entitlement at a general meeting by special resolution. Only the Committee is entitled to nominate a past or present member for this entitlement. The honour should only be awarded to an individual who has given extraordinary service to the Club over an extended period of time. An Honorary Member is entitled to the benefits described in Article 5.2 but not the entitlement to vote at general meetings or to be a Committee member. The membership is only transferable to their partner. An Honorary Member is not required to pay a membership fee, annual subscriptions or levies of any kind.

2.8 Senior Member

An Ordinary Member or Past Member with at least 30 years of continuous membership is entitled to apply for Senior Membership. Approval shall be granted by the Committee subject to any restriction of the maximum number of this membership category. Once approved, a Senior Member is refunded their membership fee as per Article 4.4 and is exempt from payment of any current or future levies. The annual subscription fee for a Senior Member is 5% of the annual subscription of an Ordinary Member. Interest penalties are not applicable. The membership is only transferable to their partner. A Senior Member is not eligible to vote at general meetings and may not become a Committee member.

3. Fees, Subscriptions & Levies

3.1 Membership Fee

The Club, in general meeting and by special resolution, may set the membership fee. At other times, the membership fee shall automatically be increased by the amount of any levy imposed on members.

3.2 Annual Subscription

The Committee shall determine the annual subscription which shall be no greater than a 10% increase compared to the previous year. However, the Committee may set an annual subscription greater than 10% provided the annual subscription invoice is accompanied by a detailed budget and explanation which describes the projected expenditure.

3.3 Application Fee

The Committee may prescribe an application fee which shall be paid in accordance with Article 2.3. The application fee shall be deducted from the amount owing for the membership fee for any applicant who is admitted to membership in accordance with Article 2.5.

3.4 Timing of Payment of Annual Subscriptions

All annual subscriptions shall be due and payable in advance on the first day of each new financial year.

3.5 Discounted Annual Subscription

The Committee may give a discount on the annual subscription if it is paid within one month after it has become due or on or before such other date as the Club in general meeting or the Committee may determine.

3.6 Pro Rata Annual Subscription and Rebate

A member resigning within one month, three months, six months, or nine months after the end of financial year will be entitled to a rebate of 100%, 75%, 50% or 25% respectively of the discounted annual subscription amount of the new financial year. A member joining after three months, six months, or nine months from the beginning of the financial year shall pay 75%, 50% or 25% respectively of the annual subscription amount of the current financial year.

3.7 Levy

The Club, by ordinary resolution, may from time to time impose an annual or other levy on members for the purpose of making provision for the construction or maintenance of improvements or the performance of other works on the Club premises.

3.8 Failure to Pay

If the annual subscription and/or levy of a member shall remain unpaid for a period of two calendar months after it becomes due, interest at a rate of two per cent per month shall be charged on the outstanding subscription and/or levy until it is paid, and the Committee may suspend the member's entitlement to the benefits and privileges of membership until all outstanding amounts are paid. The Committee may in its discretion waive payment of all or part of the interest payable under this Article.

4. Cessation of Membership

4.1 Member Resigns

A member may at any time by giving notice in writing to the Secretary resign their membership of the Club, but shall continue to be liable for any annual subscription and levy and all arrears due and unpaid at the date of resignation and for all other monies due by them to the Club.

4.2 Failure to Pay

If a member's annual subscription and/or levy shall remain unpaid for a period of five months after it has become due, the member may, after notice of default shall have been sent by the Secretary or Treasurer, be debarred by resolution of the Committee from all privileges of membership and their name may be removed from the Register of Members, thereupon ceasing to be a member. A refund in accordance with Article 4.4 shall apply.

4.3 Expulsion

If any member shall wilfully refuse or neglect to comply with the provisions of the Constitution or any rules made by the Committee, or shall be guilty of any conduct which in the opinion of the Committee is unbecoming of a member or prejudicial to the interest of the Club, the Committee shall have power to expel the member from the Club and erase their name from the Register of Members, provided that a notice calling upon the member to show cause shall be given with at least 14 days notice. The member shall have an opportunity of giving orally or in writing any explanation or defence they may think fit. A member may elect to have the question of expulsion dealt with by the Club in general meeting, in which case an extraordinary general meeting shall be called. A resolution for expulsion requires a majority of two-thirds of those present and voting (by ballot). A refund in accordance with Article 4.4 shall apply upon expulsion.

4.4 Membership Fee Refund

An Ordinary Member resigning from membership of the Club shall, when the next applicant for membership has paid their membership fee to the Treasurer, be entitled to a refund equal to the value of their initial membership fee plus any capital levies raised during their membership, provided that the Treasurer may deduct any outstanding annual subscription and/or levy and other arrears due and unpaid by the resigning member.

5. Rights and Entitlements of Members

5.1 Commencement of Benefit

No person shall exercise any rights of a member until their name shall have been entered on the Register of Members.

5.2 Limit of Benefit

An Ordinary, Senior or Honorary Member of the Club shall have the right together with their partner and other family members that reside in their home as they shall nominate to use the facilities of the Club and to invite visitors to do so, subject in all respects to the Articles and to the rules made from time to time by the Committee. The name, relationship and year of birth of all nominated family members must be advised to the Club.

5.3 Extension of Benefit in Special Circumstances

In special circumstances the Committee may approve a member nominating children under the age of 19 years other than their own children to use the facilities of the Club, but such children must be under the care and control of such member whilst on the Club premises.

5.4 Voting Rights

An Ordinary Member or their partner shall be eligible to be a member of the Committee and to vote at any general meeting of the Club.

5.5 Transfer of Membership

An Ordinary Member may, with the approval of the Committee, transfer their membership of the Club to their partner or child. The instrument of transfer shall authorise the cancellation of membership by the member and acceptance of membership by the partner or child. Upon execution, all membership fees, annual subscription and/or levy and other arrears are deemed to be assigned to the transferee. A refund in accordance with Article 4.4 shall not apply to the transferor.

6. Death of a Member

6.1 Ongoing Entitlement

In the case of the death of a member, the Trustee, Executor or Administrator of the deceased member shall be the only person recognised by the Club as having any entitlement to the deceased's membership. The Committee may, in its discretion, permit the partner and/or unmarried children who usually reside in the home of the deceased member to continue to use the facilities of the Club.

6.2 Transfer of Membership at Trustee Request

The Secretary may, at the request in writing of the Trustee, Executor or Administrator of a deceased Ordinary Member, transfer the membership of the deceased member to their partner, child or grandchild, provided that such transfer does not conflict with the disposition of the deceased member's assets under their will or on intestacy.

6.3 Cancellation of Membership at Trustee Request

The Secretary shall, on the written request of the Trustee, Executor or Administrator of a deceased member, cancel the membership and remove the member's name from the register of members. The Treasurer shall subsequently pay the Trustee, Executor or Administrator of a deceased Ordinary Member an amount in accordance with Article 4.4.

7. General Meetings

7.1 Business Conducted

The ordinary business at an Annual General Meeting shall be to receive the report of the Committee and the Club's accounts and to elect officers and auditors. All other business transacted at an Annual General Meeting and all business transacted at an Extraordinary Meeting shall be deemed special. Both ordinary and special resolutions may be transacted as part of special business of an Annual General Meeting or Extraordinary General Meeting.

7.2 Quorum Required

Twelve members present personally shall be a quorum at a general meeting.

7.3 Member Proxy

Any member shall be entitled to appoint another person (whether a member or not) as their proxy to attend and vote on behalf of the member at any general meeting of the Club. A proxy so appointed shall have the same right as a member to attend, speak and vote at the general meeting to which they are appointed.

7.4 Instrument for Appointing a Proxy

The instrument appointing a proxy shall be delivered to the Secretary before the time of holding the meeting or adjourned meeting at which the person named in such instrument is appointed a proxy.

7.5 Quorum Not Present

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting as convened upon the requisition of members shall be dissolved; but in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Committee may determine. If at the adjourned meeting a quorum is not present within half an hour, those members who are present (being not less than two) shall be a quorum and may transact the business for which the meeting was called.

7.6 Timing of Annual General Meeting

The Annual General Meeting of the Club shall be held no later than three months after the end of every financial year at such time and place as may be from time to time determined by the Committee.

7.7 Chairman

The President, or in their absence the Vice-President, or in the absence of both, a member of the Committee shall preside as Chairman at every general meeting of the Club. The Chairman may, with the consent of any meeting at which a quorum is present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

7.8 Financial Statement to be Presented at AGM

At the Annual General Meeting in every year the Committee shall lay before the Club a statement of the income and expenditure for the financial year and a balance sheet containing a summary of the assets and liabilities of the Club as at the last day of the preceding financial year.

7.9 Questions

Every question or ordinary resolution submitted to a General Meeting except in the case of a special resolution shall be decided by a majority of the members present in person or by proxy and voting. The Chairman shall on a show of hands or on a poll have a casting vote in addition to the vote to which they may be entitled as a member.

7.10 Number and Entitlement of Votes

Every Ordinary Member or their partner shall have one vote and no more except in the case of the Chairman's casting vote. No member shall be entitled to vote at any general meeting if their annual subscription shall be more than one month in arrears at the date of the meeting.

7.11 Catalyst for an Extraordinary General Meeting

The Committee may, at any time and shall, upon the receipt of a written requisition signed by not less than one tenth in number of the Ordinary Members of the Club stating the purposes for which the meeting is required, convene an extraordinary general meeting.

7.12 Timing of an Extraordinary General Meeting

Upon receipt of any such requisition the Committee shall forthwith proceed to convene an extraordinary general meeting to be held within one month from the date of receipt of the requisition. If the Committee fails to do so, the requisitionists may themselves convene an Extraordinary General Meeting for such purposes only as shall be specified in the requisition.

8. Committee Structure

8.1 Committee Members

Until the Club in general meeting shall otherwise determine, the Committee of the Club shall consist of the President, Vice-President, Secretary, Treasurer and six members, each of whom shall be a member of the Club or the partner of a member.

8.2 Committee Retirement

At the Annual General Meeting the Members of the Committee shall retire and shall be eligible for re-election.

8.3 Restriction on Length of Office of President

No President shall hold such office for more than three years in succession.

8.4 Committee Nomination

Any two members may nominate any other member or the partner of a member as a candidate for any office on the Committee by notice in writing signed by the member and their proposer and seconder and lodged with the Secretary at least seven days before the Annual General Meeting. The Secretary shall forthwith post the same on the notice board on the Club premises.

8.5 Election of Committee Nominees

Every member of the Club, or their partner, shall be entitled to vote for the position of President, Vice-President, Secretary, Treasurer and other members of the Committee. The candidate or candidates who shall receive most votes shall be declared elected and in the case of an equal number of votes, the Chairman shall have a second casting vote.

8.6 Election of Committee When Insufficient Nominees

If there is no nomination in writing for a position of President, Vice-President, Secretary or Treasurer, then any two members at the Annual General Meeting may propose any other member or the partner of a member as a candidate for that position. If only one candidate is nominated for any of those positions, such candidate shall be declared elected. If less than six candidates are duly nominated for the position of Committee members, such candidates shall be declared elected and the remaining vacancies shall be filled at the Annual General Meeting.

8.7 Committee Casual Vacancy

The Committee shall have power at any time to appoint any person to the Committee either to fill a casual vacancy or as an addition to the existing members, but so that the total number of Committee members shall not at any time exceed the number fixed in accordance with these Articles. Any member of the Committee so appointed shall hold office only until the next Annual General Meeting.

8.8 Committee Member Resignation

A member of the Committee may retire from their office upon giving notice in writing to the Club of their intention so to do. Such resignation shall take effect upon the expiration of such notice or its earlier acceptance by the Committee.

8.9 Committee Member Removal

The Club may by ordinary resolution remove any member of the Committee before the expiration of their period of office and may by ordinary resolution appoint another person in their stead. The person so appointed shall hold office only until the next following Annual General Meeting.

8.10 Office of a Member of Committee Declared Vacant

The office of a member of the Committee shall become vacant if the member:

1. Resigns their office by notice in writing to the Club;
2. Ceases to be a member of the Club, or the partner of a member of the Club;
3. Is removed by an ordinary resolution of the members;
4. Becomes bankrupt or makes any arrangement or composition with their creditors generally, or is convicted of a crime or misdemeanour;
5. Becomes a mentally ill person or is incapable of performing their duties;
6. Is absent from meetings of the Committee for a continuous period of six calendar months without special leave of absence and the Committee resolves that their office be vacated.

9. Powers of the Committee

9.1 Business Conduct

The business of the Club shall be managed by the Committee which may exercise all such powers of the Club as are not by the Act, or by this Constitution required to be exercised by the Club in general meeting, subject nevertheless to this Constitution, to the provisions of the Act and to such regulations as may be prescribed by the Club in general meeting.

9.2 Borrowing

The Committee shall have power in any one year to borrow or incur liability for a sum not exceeding 20% of the total annual subscriptions collected in the previous financial year. The Club, in general meeting and by special resolution, may borrow or incur liability for any sum. At any one time, without a special resolution at a General Meeting, the accumulated borrowings arranged by the Committee shall not exceed 20% of the total annual subscriptions in the previous financial year.

9.3 Capital Expenditure

The maximum capital expenditure of a single initiative that the Committee can authorise without recourse to a general meeting is 20% of the annual subscriptions collected in the previous financial year.

9.4 Subcommittees

The Committee may from time to time appoint such sub-committees as it may deem necessary or expedient and may delegate to them such of the powers and duties of the Committee as the Committee may determine. Such Sub-Committees shall periodically or as often as directed by the Committee report their proceedings to the Committee and shall conduct their business in accordance with the directions of the Committee.

9.5 Club Rules

The Committee shall have power to make and from time to time alter and repeal all such rules as they may see fit for the regulation of the affairs of the Club provided that they be not inconsistent with the provisions of these Articles and in particular it may:

1. Determine and regulate the use of the Club premises by members and others;
2. Suspend the rights of any person to use the Club premises;
3. Permit on special occasions non-members to make use of the Club premises;
4. Regulate the number of visitors each member may bring and the payment to be made by a member for each visitor;
5. Assess the amount of any damage done to any Club property by a member, their partner, child or the guest of any such person and require such member to pay to the Club the amount of the damage so assessed;
6. Impose a levy on members not exceeding 15% of the annual subscriptions collected in any one year for the purpose of making provision for the construction and maintenance of improvements or the performance of other works on the Club premises.

All rules made by the Committee shall be displayed on the notice board on the Club premises and shall become binding on all members. Any rule made by the Committee may be altered or rescinded at a general meeting by an ordinary resolution.

9.6 Use of Club Facilities by an Applicant

The Committee may from time to time permit persons whose name appears on the list of applicants for membership such use of the facilities of the Club as the Committee deems fit.

9.7 Authorisation of Payments

The Treasurer shall receive all moneys payable to the Club and shall pay the same into the bank account of Karalee Country Club Limited. Payments made from said bank account shall be authorised by any two of the President, Vice-President, Secretary, and Treasurer.

10. Committee Meetings

10.1 Quorum of a Committee

Four members of the Committee shall form a quorum.

10.2 Timing and Location of Committee Meetings

The Committee shall meet at such time and in such place as it may from time to time determine but the President, Secretary or any three other members of the Committee may call a meeting upon giving at least two days notice to the other Committee members. A meeting of the Committee may be held using any technology.

10.3 Written Resolutions of the Committee

The Committee members may pass a resolution without a meeting being held if all the Committee members entitled to vote on the resolution assent to a document in such manner as the Committee may determine from time to time (whether by email or other form of written communication) containing a statement that they are in favour of the resolution set out in the document.

11. Audit

11.1 Periodicity of Audit

Once at least in every year and as soon as practicable after the end of the financial year the accounts of the Club shall be examined and the correctness of the balance sheet and profit and loss account ascertained by one or more auditors duly qualified in accordance with the Corporations Act.

11.2 Appointment of Auditor

The Club shall at each Annual General Meeting appoint an auditor or auditors of the Club and any auditor so appointed shall hold office until the next Annual General Meeting. Fees and expenses shall be fixed by the Club in general meeting.

11.3 Restriction on Eligibility of Auditor

The auditor or auditors shall not be a member or members of the Committee but may be a member or members of the Club.

11.4 Casual Vacancy of Auditor

A vacancy occurring in the office of auditor during the year shall be filled by the Committee.

12. Notices

12.1 Delivery Mechanisms

The Club may give Notice to a member:

1. In person;
2. By sending it by post to the address of the member in the Register;
3. If permitted by the Corporations Act, by sending it by other electronic means (if any) nominated by the member;
4. Or by any other means permitted by the Corporations Act.

12.2 Time of Service

Any notice sent by post shall be deemed to have been served at the expiration of one Business Day after the envelope or wrapper containing the same is posted.

12.3 Club Notice Board

Any notice required to be given by the Club to the members (other than notice of a general meeting or a notice to a member of the time and place of a meeting at which the question of their expulsion is to be considered) and not expressly provided for by these Articles shall be sufficiently given if the notice is stuck upon the notice board on the Club's premises.

12.4 Advance Notice

Subject to the provisions of the Corporations Act as to special resolutions, twenty-one days' notice at least of every general meeting specifying the date, place and hour of meeting and in case of special business the general nature of such business shall be given to members.

12.5 Accidental Omission of Notice

The accidental omission to give any such notice to any of the members shall not invalidate any resolution passed at any such meeting.

13. Winding Up

13.1 Limit of Liability

Every member of the Club undertakes to contribute to the assets of the Club in the event of the same being wound up while they are a member or within one year after they cease to be a member, for payment of the debts and liabilities of the Club contracted before they cease to be a member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one dollar ($1.00).

13.2 Not for Profit

The Club shall not be conducted for the purpose of profit or gain to its individual members and is hereby prohibited (except upon a winding up) from making any distribution whether in money, property or otherwise to its members, provided that nothing herein contained shall prohibit the repayment to any member of any sum of money advanced by the member to the Club together with interest at the applicable rate, nor the payment of interest to members holding debentures, bonds or notes issued by the Club, nor the payment of reasonable and proper fees or remuneration to members for professional or trade services actually rendered to the Club.

13.3 Transfer of Assets

If upon the winding up or dissolution of the Club there remains, after satisfaction of all its debts and liabilities including repayment of membership fees and any unused portion of the annual subscription fee, any property whatsoever, the same shall not be paid or distributed among the members of the Club but shall be given or transferred to one or more institutions, societies, associations, entities or clubs established for the encouragement or promotion of a game or sport within the meaning of the Income Tax Assessment Act 1938, such institution or institutions to be determined by the members of the Club at or before the time of the dissolution, and in default thereof as may be determined by a Judge of the Supreme Court of Queensland having jurisdiction in the matter.

14. Records

14.1 Minutes

The Committee shall cause minutes to be made:

1. Of all appointments of members of the Committee and servants;
2. Of names of members of the Committee present at all meetings of the Committee;
3. Of all proceedings at all meetings of the Club and of the Committee. Such minutes shall be signed by the Chairman of the next succeeding meeting and shall be admissible as evidence of the facts stated therein without further proof. Such minutes shall be made in a book or books provided for that purpose and shall be open to the inspection of any member who makes application to the Secretary;
4. Of all contracts entered into by the Club.

14.2 Accounting Records

The Treasurer shall keep or cause to be kept true accounts of the sums of money received and expended by the Club and the matters in respect of which each receipt and expenditure takes place and of the proper credits and liabilities of the Club and shall furnish a financial statement to the Committee at such times as the Committee may determine but not less than every three months.

14.3 Register of Members

A Register of Members shall be kept in pursuance of the Corporations Act and all particulars required by the Act shall be duly entered therein.

14.4 Inspection of Records

Subject to any reasonable restrictions as to the time and manner of inspecting them that may be imposed by the Committee, the accounting and other records of the Club shall be open to the inspection of members upon application made to the Secretary.

15. Indemnity

15.1 Indemnity Against Court Proceedings

To the extent permitted by law, every member of the Committee or any member employed by the Club as auditor shall be indemnified out of the funds of the Club against all liability incurred by them as such member of the Committee or auditor in defending any proceedings whether civil or criminal in which judgement is given in their favour or in which they are acquitted or in connection with any application under the Corporations Act in which relief is granted to them by the Court in respect of any negligence, default, breach of duty or breach of trust.

15.2 Indemnity Against General Liability

To the extent permitted by law, every member of the Committee or any member employed by the Club as auditor shall be indemnified by the Club against all liability whatsoever which they may from time to time take upon themselves in the course of their duties or as an agent for the Club unless the same shall occur by reason of their own neglect, default, breach of duty or breach of trust.