CLUB RULES
1. NAME
The name of the Club shall be the Busselton Fitness Club Inc., which shall hereinafter be referred to as “the Club”.
2. PURPOSE OF THE CLUB
The purpose of the Club shall be:-
2.1 To promote and conduct activities of all kinds connected with general fitness and weight training.
2.2 To provide instruction for members, with the view to increase their awareness of general fitness.
2.3 To establish relations with groups having similar objectives and to encourage exchanges with other groups of alike nature.
2.4 To promote safety measures in all Club activities.
3. POWERS OF THE COMMITTEE
The regulation, control and conduct of all business of the Club shall be vested in the Committee of the Club with the power to do all such things
as are necessary, incidental or conducive to the attainment of the purpose of the Club.
4. FINANCIAL YEAR
The Club’s financial year will be the period of 12 months commencing on 1 July and ending on 30 June of each year.
5. COMMITTEE
5.1 OFFICE HOLDERS
The following office holders shall be elected at the Annual General Meeting in each year or if necessary, when a casual vacancy occurs:
5.1.1 President;
5.1.2 Secretary;
5.1.3 Treasurer; and
5.1.4 Up to five (5) Ordinary Committee Members.
5.2 COMMITTEE MEMBERS
5.2.1 The members of the Committee shall be elected at the Annual General Meeting, or as otherwise provided in these Rules and will hold office
until the next Annual General Meeting. A person may be nominated in absentia provided they were consented in writing.
5.2.2 A person may be a committee member if the person is an individual who has reached 18 years of age; and is an ordinary member.
5.2.3 A person must not hold two (2) or more of the office holders mentioned in 5.1.1 to 5.1.4 above.
5.2.4 Committee members must exercise their duty:
• with care and diligence;
• in good faith and for proper purpose;
• to not misuse their position; not misuse information obtained;
• in ensuring the Club does not trade when insolvent.
5.2.5 A member of the Committee shall vacate their office if they:
• cease to be a member of the Club;
• are absent without apology from any two consecutive Committee meetings; or
• tender their resignation and such resignation is accepted by the Committee.
5.2.6 If any position on the Committee becomes vacant for any reason, the Committee may elect any member to fill such vacancy.
5.2.7 The Committee will meet up to three (3) times per year or more regularly as deemed necessary by the President of the Committee.
5.2.8 Five (5) Committee members shall constitute a quorum at any general meeting.
6. DUTIES OF OFFICE HOLDERS
6.1 President:
The President shall:
6.1.1 Preside at General and Committee meetings of the Club and preserve order thereat;
6.1.2 Convene or instruct the Secretary to convene all meetings of the Club or its Committee;
6.1.3 Prepare an annual report for the Annual General Meeting; and
6.1.4 Have a casting vote in addition to a deliberate vote at all meetings of the Club.
6.2 Secretary:
The Secretary shall:
6.2.1 Deal with the Club’s correspondence;
6.2.2 Consult with the President regarding the business to be conducted at each General and Committee meeting;
6.2.3 Prepare the notices required for meetings and for the business to be conducted at meetings;
6.2.4 In conjunction with other authorised members by the committee, maintain on behalf of the Club the register of members and record in
the register any changes in the membership, as required under section 53(1) of the Incorporations Act;
6.2.5 Maintain on behalf of the Club an up to date copy of these Club Rules and By-Laws, as required under section 35(1) of the Incorporations Act;
6.2.6 In conjunction with other authorised members, maintaining on behalf of the Club a record of committee members and other
persons authorised to act on behalf of the Club, as required under section 58(2) of the Incorporations Act;
6.2.7 Ensure the safe custody of the books of the Club as applicable, other than the financial records, financial statements and financial
reports (held with the Treasurer);
6.2.8 Maintain a full and accurate record of minutes of all meetings;
6.2.9 Carry out any other duty given to the Secretary under the Club’s Rules or by the Committee.
6.3 Treasurer:
The Treasurer shall:
6.3.1 Keep correct accounts and books showing the financial affairs of the Club;
6.3.2 Pay all monies received into an account of the Club with such bank as the Committee directs. Cheques drawn on the Club account shall
be signed by any two (2) current Office Holders (President, Secretary or Treasurer);
6.3.3 Produce for presentation at the Annual General Meeting and any other meeting so directed by the Committee a statement of receipts
and expenditure and a balance sheet audited by the Club Auditor yearly;
6.3.4 Carry out any other duty given to the Treasurer under these Club Rules or by the Committee.
7. MEMBERSHIP
7.1 Membership is open to all persons interested in weight training and enhancing their general fitness.
7.2 Such persons are considered to be members of the Club who pay all dues in the time period specified by the Committee and shall entitle that
person to the rights and privileges of the Club. Club fees are displayed at the Club and provided at the time of written renewal advice.
7.3 Members are responsible for providing their up to date contact information.
7.4 Life Membership – on recommendation of the Committee, Life Membership may be granted to persons having made outstanding contributions
to the Club by a majority decision at a General Meeting. Life members shall be exempted from paying annual subscriptions.
8. RULES
8.1 The Club shall be conducted in accordance with these Rules.
8.2 The objects of the Association (subject to the approval as may be required by law) and the Rules herein may be amended, varied or rescinded and
a new object or objects and Rules approved at an Annual General Meeting or special General Meeting provided that the notice of such meeting
shall contain the text of the proposed amendment or states that the amendments are available for inspection by any Club member at a
place nominated in the notice for a period of not less than fourteen (14) days.
9. ALTERATION OF RULES
Should the Club alter, add or rescind any of its Rules, the Club may do so only by special resolution and by otherwise complying with Part 3 Division 2 of the Act.
Note for this rule:
Section 31 of the Act requires an incorporated association to obtain the Commissioner’s approval if the alteration of its rules has effect to change the name of
the association.
Section 33 of the Act requires an incorporated association to obtain the Commissioner’s approval if the alteration of its rules has effect to alter the objects
or purposes of the association or the manner in which surplus property of the association must be distributed or dealt with if the association is wound up or
its incorporation is cancelled.
Guidance Note – Alteration of Rules: Amendments to the rules do not take effect until required documents are lodged with the Commissioner, even if the amendments do not require the approval of the Commissioner under section 31 or section 33. The required documents must be lodged within one month after the special resolution is passed.
10. ANNUAL GENERAL MEETING
10.1 The Annual General Meeting shall be held prior to 31 December in each new year.
10.2 The order of business at the Annual General Meeting shall be:
10.2.1 Minutes of the previous Annual General Meeting;
10.2.2 Presentation of President’s Report; Treasurer’s Report; and Committee’s Report (if any).
10.2.3 Election of office holders.
10.2.4 Fixing the limit on the Committee’s borrowing power.
10.2.5 To nominate persons to sign cheques drawn against the Club’s accounts.
10.2.6 Appointment of an Auditor.
10.2.7 Notices of Motion.
10.2.8 Correspondence.
10.2.9 General Business.
10.3 At least fourteen (14) days before the Annual General Meeting a notice of such a meeting and the business to be transacted shall be posted on
the Club’s notice board by the Secretary. Any accidental omission to give notice to any member shall not invalidate the meeting.
10.4 Notices of Motion for the Annual General Meeting shall be in the hands of the Secretary in writing at least seven (7) days prior to such meetings.
10.5 Voting at the Annual General Meeting shall be by show of hands. All matters shall be decided by a simple majority and in the case of equality
of votes, the President shall have a casting vote.
10.6 Ten (10) members shall constitute a quorum at the Annual General Meeting.
10.7 In the event of a quorum not being present, thirty (30) minutes after the advertised starting time, the meeting shall be adjourned to a date
within fourteen (14) days thereafter.
10.8 In the event of a meeting being so adjourned, a notice of the adjourned meeting shall be posted on the Club’s notice board within seven (7) days.
11. SPECIAL GENERAL MEETING
11.1 Special General meetings are convened under the following circumstances:
11.1.1 Whenever in the opinion of a majority of members of the Management Committee such a meeting is deemed necessary.
11.1.2 Upon receipt by the Management Committee of a petition signed by at least ten (10) financial members of the Club requesting the
convening of a Special General meeting. Such a petition shall set out the reason for convening the meeting.
11.2 Upon receipt of such a petition the Secretary will convene a Special General meeting within twenty eight (28) days of receipt of the petition.
11.3 Notice of such a Special meeting will be given in accordance with Rule 10.3.
11.4 No business except the business stated in the form of notice convening the meeting shall be transacted at any Special General meeting.
11.5 Voting at a Special General meeting shall be in accordance with the provision of Rule 10.5.
11.6 Ten (10) members shall constitute a quorum at any Special General meeting.
11.7 In the event of a quorum not being present thirty (30) minutes after the notified time of commencement of a Special General meeting, such
a meeting, if convened by a petition of members, shall be forthwith dissolved. In any other case, adjournment shall be ordered by the President
and the meeting held in accordance with Rule 10.7 and 10.8.
12. NON PROFIT
The income and property of the Club wheresoever derived shall be applied solely toward the objectives of the Club and no portion thereof shall be paid or transferred directly or indirectly by any method whatsoever by way of profit to members of the Club, provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Club or to any member of the Club in return for services actually rendered to the Club or for goods supplied in the ordinary and usual course of business.
13. AUDIT
The Annual General Meeting shall appoint an auditor who is not a member of the Committee. The auditor shall audit the account of the Club for the year and certify as to the correctness of the statement of accounts to be presented at the Annual General Meeting. If unable to so certify, they shall report to the Annual General Meeting the particulars of any discrepancy.
Note for this rule:
Unless the Commissioner allows otherwise, under section 50(3) of the Act the annual general meeting must be held within 6 months after the end of the Association’s financial year. If it is the first annual general meeting, section 50(2) of the Act provides that it may be held at any time within 18 months after incorporation.
14. EXPULSION OF MEMBERS
Any member acting in any way prejudicial to the interests of the Club, whether pecuniary, ethical or otherwise, may be expelled or suspended from membership for a period not exceeding twelve (12) months by the Management Committee of the Club, provided that any member so suspended shall have the right to appeal to a General meeting of the Club, subject to Rule 11.1.2. The appeal shall be dismissed if a simple majority of members present vote for a dismissal of the appeal. Any such vote shall be by secret ballot.
15. PAYMENTS TO COMMITTEE MEMBERS
15.1 In this Rule:-
Committee member includes a member of a subcommittee; and
Committee meeting includes a meeting of a subcommittee.
15.2 A Committee member is entitled to be paid out of the funds of the Club for any out-of-pocket expenses properly incurred. Through resolution of
the Committee, payment may be by way of a contra deal between the expense and membership fees due.
16. INCOME AND PROPERTY
16.1 The income and property of the Club from whatsoever source shall be applied solely toward the promotion of the objects of the Club and no
part thereof shall be paid or transferred directly or indirectly by way of dividend or allowance to the persons who at any time are or have
been members of the Club. Provided that nothing herein contained shall prevent the payment in good faith of interest on money borrowed from
a member of the Club or the utilisation of such funds for providing from time to time a scholarship or bursary travel grant or other assistance to
a member of the Club for the purposes of improving the standard of his performance and/or enabling him to participate in a competition
approved by the Club.
16.2 In the event of the Club being wound up, refer to Rule 23.
17. TRUSTEES
Unless otherwise determined by the members, the Committee of the Club for the time being shall be deemed to be the Trustees of the Club to hold any property real and personal belonging to the Club.
18. BY-LAWS
The Committee may promulgate By-Laws governing the management of the Club and may vary and interpret such By-Laws.
19. INSPECTION OF RECORDS AND DOCUMENTS
Records and documents available for inspection upon request:
19.1 The register of members under section 54(1) of the Act; or
19.2 The record of the names and addresses of committee members and other persons authorised to act on behalf of the Club, under section 58(3)
of the Act; or
19.3 Any other record or document of the Club.
19.4 Should a member request to inspect records or documents, the member must contact the Secretary to make the necessary arrangements for
the inspection. The inspection must be free of charge.
If the member wants to inspect a document that records the minutes of a Committee meeting, the right to inspect that document is subject to
any decision the Committee has made about minutes of Committee meetings generally, or the minutes of a specific Committee meeting,
being available for inspection by members.
The member may make a copy of or take an extract from a record or document but does not have a right to remove the record or document for
that purpose.
The member must not use or disclose information in a record or document except for a purpose:
19.4.1 That is directly connected with the affairs of the Club; or
19.4.2 That is related to complying with a requirement of the Act.
20. RESOLVING DISPUTES
This grievance procedure applies to disputes between members; or between one or more members and the Club.
20.1 Parties to Attempt to Resolve Dispute
The parties to a dispute must attempt to resolve the dispute between themselves within fourteen (14) days after the dispute has come to the attention of each party.
20.2 How Grievance Procedure is Started
20.2.1 If the parties to a dispute are unable to resolve the dispute between themselves within the time required by Rule 21.1 any party to
the dispute may start the grievance procedure by giving written notice to the Secretary of:
• the parties to the dispute; and
• the matters that are the subject of the dispute.
20.2.2 Within twenty eight (28) days after the Secretary is given the notice, a Committee meeting must be convened to consider and determine
the dispute.
20.2.3 The Secretary must give each party to the dispute written notice of the Committee meeting at which the dispute is to be considered
and determined at least seven (7) days before the meeting is held.
20.2.4 The notice given to each party to the dispute must state:
• when and where the Committee meeting is to be held; and
• that the party, or the party’s representative, may attend the meeting and will be given a reasonable opportunity to make written or
oral (or both written and oral) submissions to the Committee about the dispute.
20.2.5 If the dispute is between one or more members and the Club; and any party to the dispute gives written notice to the Secretary stating
that the party:
• does not agree to the dispute being determined by the Committee; and
• requests the appointment of a mediator
the Committee must not determine the dispute.
20.3 Determination of Dispute by Committee
20.3.1 At the Committee meeting at which a dispute is to be considered and determined, the Committee must:
• give each party to the dispute, or the party’s representative, a reasonable opportunity to make written or oral (or both written and
oral) submissions to the Committee about the dispute; and
• give due consideration to any submissions so made; and
• determine the dispute.
20.3.2 The Committee must give each party to the dispute written notice of the Committee’s determination, and the reasons for
the determination, within seven (7) days after the Committee meeting at which the determination is made.
20.3.3 A party to the dispute may, within fourteen (14) days after receiving notice of the Committee’s determination, give written notice to
the Secretary requesting the appointment of a mediator under Rule 22.
20.3.4 If notice is given under 21.3.3 each party to the dispute is a party to the mediation.
21. MEDIATION
Mediation applies if written notice has been given to the Secretary requesting the appointment of a mediator by a member or by a party to a dispute under Rule 21.
21.1 Appointment of Mediator
The mediator must be a person chosen:
• if the appointment of a mediator was requested by a member under Rule 21, by agreement between the Member and the committee; or
• if the appointment of a mediator was requested by a party to a dispute under Rule 21, by agreement between the parties to the dispute.
If there is no agreement, the Committee must appoint the mediator.
The person appointed as mediator by the Committee must be a person who acts as a mediator for another not-for-profit body, such as a
community legal centre, if the appointment of a mediator was requested by:
• a member under Rule 21; or
• a party to a dispute under Rule 21; or
• a party to a dispute under Rule 21.3.3 and the dispute is between one or more members and the Club.
The person appointed as mediator by the Committee may be a member or former member of the Club but must not:
• have a personal interest in the matter that is the subject of the mediation; or
• be biased in favour of or against any party to the mediation.
21.2 Mediation Process
21.2.1 The parties to the mediation must attempt in good faith to settle the matter that is the subject of the mediation.
21.2.2 Each party to the mediation must give the mediator a written statement of the issues that need to be considered at the mediation at
least seven (7) days before the mediation takes place.
21.2.3 In conducting the mediation, the mediator must:
• give each party to the mediation every opportunity to be heard; and
• allow each party to the mediation to give due consideration to any written statement given by another party; and
• ensure that natural justice is given to the parties to the mediation throughout the mediation process.
21.2.4 The mediator cannot determine the matter that is the subject of the mediation.
21.2.5 The mediation must be confidential and any information given at the mediation cannot be used in any other proceedings that take place
in relation to the matter that is the subject of the mediation.
21.2.6 The costs of the mediation are to be paid by the party or parties to the mediation that requested the appointment of the mediator.
Note for this rule:
Section 182(1) of the Act provides that an application may be made to the State Administrative Tribunal to have a dispute determined if the dispute has not been resolved under the procedure provided for in the incorporated association’s rules.
21.3 If Mediation Results in Decision to Suspend or Expel Being Revoked
If mediation takes place because a member whose membership is suspended or who is expelled from the Club gives notice under Rule 14 (Expulsion of Members); and as the result of the mediation, the decision to suspend the member’s membership or expel the member is revoked, that revocation does not affect the validity of any decision made at a Committee meeting or general meeting during the period of suspension or expulsion.
22. DISSOLUTION
22.1 The Club may be wound up by resolution of a Special General meeting convened by no less than twenty eight (28) days’ notice. The notice of
the meeting shall specifically state the purpose of the meeting and the resolution to be effective.
22.2 If upon the dissolution or winding up of the Club there remains, after the satisfaction of all its debts and liabilities, any property whatsoever,
the same shall not be paid to, transferred or distributed amongst the members of the Club. It shall be given to some other association,
institution, or body having objects similar, wholly or in part to the objects of the Club, provided that the association, institution or body shall
prohibit the distribution of its income and property among its members, or it shall be paid to or transferred to some charitable object,
association institution or body which shall be determined by the member of the Club at or before the time of dissolution or winding up. In default
of any such resolution, such payment, transfer, or distribution shall be determined by a Judge of the District Court.
Note for this rule:
Section 24(1) of the Act sets out a provision that is implied in these rules describing the entities to which the surplus property of an incorporated association may be distributed on the cancellation of the incorporation or the winding up of the association. Part 9 of the Act deals with the winding up of incorporated associations, and Part 10 of the Act deals with the cancellation of the incorporation of incorporated associations.
Act Requirements – Distribution of surplus property
Under section 24(1) of the Act surplus property can only be distributed to one or more of the following —
• an incorporated association;
• a company limited by guarantee that is registered as mentioned in the Corporations Act section 150;
• a company holding a licence that continues in force under the Corporations Act section 151;
• a body corporate that at the time of the distribution is the holder of a licence under the Charitable Collections Act 1946;
• a body corporate that —
o is a member or former member of the incorporated association; and
o at the time of the distribution of surplus property, has rules that prevent the distribution of property to its members;
• a trustee for a body corporate referred to in paragraph (e);
a co operative registered under the Co operatives Act 2009 that, at the time of the distribution of surplus property, is a non distributing co operative as defined
in that Act.
23. INDEMNITY
Each member of the Committee shall at all times be indemnified and kept fully and effectively indemnified out of the assets of the Association from and against all liability for losses, costs, expenses and damages resulting from or in any way arising out of any act or omission in the performance by the member of any task or function for or on behalf of the Club or in the furtherance of its objects.