Kaos Ultimate Club Constitution

Updated June 2019

1. NAME 

1.1. The name shall be the KAOS ULTIMATE CLUB INC. 

2. OBJECTIVES 

2.1. The objectives of the Club will be: 

2.1.1. To promote interest and growth in FLYING DISC play,

2.1.2. To actively promote a spirit of goodwill and friendship for all people involved in the activities of FLYING DISC play,

2.1.3. To make the community and all governments aware of the benefits of FLYING DISC play as an outdoor leisure activity and as a sport,

2.1.4. To do all things and acts conducive to the furtherance of the objects and interests of the Club.

2.1.5. To continue affiliation to the State governing body, being the Western Australian Flying Disc Association Incorporated. 

3. NOT FOR PROFIT CLAUSE 

3.1. The Club shall be a Non-Profit Organisation. The property and income of the Club shall be applied towards the promotion of the objects of the Club and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the Club, except in good faith in the promotion of those objects. 

4. MEMBERSHIP OF THE CLUB 

4.1. Any person who is interested in FLYING DISC play shall be eligible for membership. There shall be two types of Club members, namely:

4.1.1. Current Members The Executive Committee shall determine the categories of current membership, conditions of current membership, fees to be charged for each current membership category and the duration of that membership. Current members may include but are not limited to full Club members

4.1.2. Honorary Life Members may be granted to persons, who have reached the age of eighteen years and have rendered exceptional service to the Club. An Honorary Member shall have the rights of a Full Current Member, but shall be exempt from paying the Club’s Current Membership Fees.

4.2. A person ceases to be a member of the Club if that person 

4.2.1. Dies;

4.2.2. Resigns by notice in writing delivered to the Committee (including electronic mail);

4.2.3. Fails to satisfy the conditions of membership set by the Committee; or

4.2.4. Acts against the interests of the Club, to the satisfaction of the Committee, following an inquiry process of natural justice 

5. REGISTRAR OF MEMBERS 

5.1. The secretary, or another person authorised by the committee, on behalf of The Club, must comply with the Act by keeping and maintaining in an up to date condition a secure register of the Members of The Club and their contact details as prescribed in the Act.

5.2. Upon the request of a Member, The Club shall make the register available for the inspection of the Member and the Member may make a copy of or take an extract from the register but shall have no right to remove the register for that purpose. 5.3. In accordance with the Act, The Club may charge a fee for the provision of accessing the Member Register. The Club may also require a member who wished to obtain a copy of the register of members to provide a statutory declaration setting out the purpose for which the application is made. 

5.4. The register must be kept at the principal place of administration of The Club.

5.5. The Secretary must cause the name of a person who dies or who ceases to be a Member under Rule 4 to be deleted from the register of Members.

5.6. Subject to confidentiality considerations and the Privacy Act (if applicable), the register may be used by The Club to further the objects of The Club, as the Committee considers appropriate 

6. SUSPENSION OR EXPULSION OF MEMBERS OF THE CLUB 

6.1. If the Committee considers that a Member should be suspended or expelled from membership of The Club because of conduct detrimental to the interests of The Club, the Committee must communicate in writing, to the Member:

6.1.1. notice of the proposed suspension or expulsion and of the time, date and place of the Executive Committee meeting at which the question of that suspension or expulsion will be decided; and

6.1.2. particulars of that conduct, not less than thirty (30) days before the date of the meeting referred to in Rule 6.1.1

6.2. At the Committee meeting referred to in a notice communicated under Rule 7.1 the committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to the Committee, suspend or expel or decline to suspend or expel that Member from membership of The Club and must, after deciding whether or not to suspend or expel that Member, communicate that decision in writing to that Member.

6.3. Subject to Rule 6.1, a Member has their membership suspended or ceases to be a member fourteen (14) days after the day on which the decision to suspend or expel a Member is communicated to them under Rule 6.2

6.4. A Member who is suspended or expelled under Rule 6.2 must, if they wish to appeal against that suspension or expulsion, give notice in writing to the committee of their intention to do so within the period of fourteen (14) days

6.5. When notice is given under Rule 6.4: 

6.5.1. The Club in a General Meeting, must either confirm or set aside the decision of the Committee to suspend or expel the Member, after having afforded the Member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, The Club at the General Meeting;

6.5.2. The Member who gave that notice is not suspended or does not cease to be a Member unless and until the decision of the Committee to suspend or expel them is confirmed under this sub- rule; and

6.5.3. Any decision shall be recorded in the minutes of each relevant Committee meeting. 

7. DISCIPLINE OF MEMBERS 

7.1. Where the Executive Committee is advised or considers that a Member has allegedly: 

7.1.1. breached, failed, refused or neglected to comply with a provision of this constitution, policies or any resolution or determination of the Committee; or

7.1.2. acted in a manner unbecoming of a Member or prejudicial to the objects and interests of The Club and/or the sport of flying disc and its related disciplines; or

7.1.3. brought The Club, the sport of flying disc or its related disciplines into disrepute: The Committee may commence or cause to be commenced disciplinary proceedings against that Member, and that Member will be subject to, and submits unreservedly to the jurisdiction, procedures, penalties and appeal mechanisms of The Club as set out in The Club’s policies. 

8. MANAGEMENT 

8.1. Subject to the Act, these rules, the by-laws (if any) and any resolution passed at a general meeting, the committee has power to do all things necessary or convenient to be done for the proper management of the affairs of the Club.

8.2. Outside of General Meetings, the affairs of The Club shall be managed by the Executive Committee, consisting of no less than three (3) members and will include a President, Secretary and a Treasurer. 8.3. Executive Committee members shall be elected at an Annual General Meeting by Club members or appointed by the Executive Committee to fill a casual vacancy.

8.4. A person may be an Executive Committee member if the person is: 

8.4.1. An individual who has reached 18 years of age; and

8.4.2. Is a club member.

8.5. Executive Committee members shall not hold more than one position on the Executive Committee.

8.6. Members of the Executive Committee will act in an honorary capacity and will not receive any remuneration.

8.7. A Committee member is entitled to be paid out of the funds of The Club for any out of-pocket expenses for travel and accommodation properly incurred in attending to business of the Club.

8.8. Each Executive Committee member shall have a term of office commencing at their appointment and concluding at the subsequent Annual General Meeting.

8.9. Executive Committee members must inform themselves of the constitution, policies and resolutions of the Club which the Executive Committee creates and maintain for the day-to-day running of the Club.

8.10. The Executive Committee may, at their discretion, delegate non-executive responsibilities to members acting as subcommittee members. Such positions must be conferred in writing, describing the responsibility and communicating this to the general membership. Delegated responsibility may be revoked, partly or wholly, by the Executive Committee in writing.

8.11. The Executive Committee shall appoint an officer/s or agent of the Management Committee to have custody of the Club’s records, documents and securities.

8.12. The Executive Committee, subject to the Act and this constitution, shall have the power, jurisdiction and authority to do all things necessary to carry out the business, the affairs and the objects of The Club.

8.13. The Executive Committee shall not limited to the following actions: 

8.13.1. A duty of care and diligence; 8.13.2. A duty to act in good faith in the best interests of The Club and for a proper purpose; 8.13.3. A duty to not use one’s position and a duty to not misuse information obtained through the position to gain an advantage for self or someone else or to cause detriment to The Club.

8.14. The duties outlined in Rule 8.13 will also apply to other officers of The Club, which include persons who: 8.14.1. participate in making decisions that affect a whole or substantial part of The 8.14.2. Club operations; have the capacity to significantly affect The Club’s financial standing; 8.14.3. And with whose instruction the Executive Committee is accustomed to act.

8.15. A committee member may resign from the committee by written notice given to the secretary or, if the resigning member is the secretary, given to the President. 

9. GROUNDS FOR TERMINATION OF A MEMBER OF THE MANAGEMENT COMMITTEE 

9.1. In addition to the circumstances in which the role of an Executive Committee member becomes vacant by virtue of the Act, the position becomes vacant if the Executive Committee member: 9.1.1. Dies; 9.1.2. Is removed from office by Special Resolution; 9.1.3. Would otherwise be prohibited from being a director of a corporation under the Corporations Act or is disqualified from office under the Act; 9.1.4. Becomes bankrupt or is required to make any arrangement or composition with creditors generally; 9.1.5. Becomes of unsound mind or a person whose person or estate is liable to be dealt with in anyway under the law relating to mental health; 9.1.6. Is absent from more than three consecutive Executive Committee meetings, of which they have received notice without tendering an apology to the person presiding at each of those Executive Committee meetings or otherwise fails to participate in the management of the Club to the satisfaction of the Executive Committee following and inquiry process of natural justice; 9.1.7. if found to be an undischarged Bankrupt and does not declare their Bankruptcy to the Executive Committee or offer their resignation; 9.1.8. Breaches Committee confidentiality such that the breach poses serious and indefensible circumstances with regards the Executive Committee member’s fiduciary duty to The Club or the Committee’s good governance of The Club; or 9.1.9. Brings the sport of flying disc into disrepute. 

10. MINUTES 

10.1. The committee must ensure that minutes are taken and kept of each committee meeting. The minutes must record the following: 10.1.1. the names of the committee members present at the meeting; 10.1.2. the name of any person attending the meeting under rule 11.13; 10.1.3. the business considered at the meeting; 10.1.4. any motion on which a vote is taken at the meeting and the result of the vote. 10.2. The chairperson must ensure that the minutes of a committee meeting are reviewed and recorded as correct by : 10.2.1. the chairperson of the meeting; or 10.2.2. the chairperson of the next committee meeting. 10.3. When the minutes of a committee meeting have been signed as correct they are, until the contrary is proved, evidence that: 10.3.1. the meeting to which the minutes relate was duly convened and held; and 10.3.2. the matters recorded as having taken place at the meeting took place as recorded; and 10.3.3. any appointment purportedly made at the meeting was validly made. 

11. COMMITTEE MEETINGS 

11.1. Only committee members are entitled to vote at committee meetings, each member holding one (1) vote. 11.2. A quorum of the Executive Committee will consist of not less than three or half of the members of the Executive, whichever is the greater. 11.3. The committee must meet at least three (3) times in each year on the dates and at the times and places determined by the committee. 11.4. The date, time and place of the first committee meeting must be determined by the committee members as soon as practicable after the annual general meeting at which the committee members are elected. 11.5. Notice of each committee meeting must be given to each committee member at least 48 hours before the time of the meeting. 11.6. The notice must state the date, time and place of the meeting and must describe the general nature of the business to be conducted at the meeting. 11.7. Urgent business that has not been described in the notice may be conducted at the meeting if the committee members at the meeting unanimously agree to treat that business as urgent. 11.8. The President will be the designated chairperson of each committee meeting. 11.9. If the President is absent or are unwilling to act as chairperson of a meeting, the committee members at the meeting must choose one of them to act as chairperson of the meeting. 11.10. The procedure to be followed at a committee meeting must be determined from time to time by the committee. 11.11. Subject to rule 11.2, no business is to be conducted at a committee meeting unless a quorum is present. 11.12. The order of business at a committee meeting may be determined by the committee members at the meeting. 11.13. A member or other person who is not a committee member may attend a committee meeting if invited to do so by the committee. 11.14. A person invited under Rule 11.13 to attend a committee meeting: 11.14.1. has no right to any agenda, minutes or other document circulated at the meeting; and 11.14.2. must not comment about any matter discussed at the meeting unless invited by the committee to do so; and cannot vote on any matter that is to be decided at the meeting. 11.15. Use of technology to be present at committee meetings 11.15.1. The presence of a committee member at a committee meeting need not be by attendance in person but may be by that committee member and each other committee member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication. 11.15.2. A member who participates in a committee meeting as allowed under rule 11.15.1 is taken to be present at the meeting and, if the member votes at the meeting, the member is taken to have voted in person. 

12. ANNUAL GENERAL MEETINGS 

12.1. An Annual General Meeting of The Club shall be held in accordance with the provisions of the Act and this constitution, on a date and at a venue to be determined by the Executive Committee, in every calendar year within six (6) months after the end of The Club’s financial year.

12.2. The order in which business is to be transacted at an AGM is: 

12.2.1. the reports of the Executive Committee;

12.2.2. consideration of the accounts of the Club, prepared in accordance with the requirements of the Act;

12.2.3. the election of the incoming Executive Committee; and

12.2.4. any other business requiring consideration by The Club in a general meeting. 

13. GENERAL MEETINGS 

13.1. Excluding the Annual General Meeting, the Executive Committee may, whenever it thinks fit, convene General Meetings on dates and at venues to be determined by the Executive Committee.

13.2. The Secretary shall give at least 14 days’ notice, in writing, of the date of the General Meeting called to all members.

13.3. Notice of General Meetings shall set out clearly the business for which the meeting has been called.

13.4. The Executive Committee shall on the requisition in writing by no less than 20% of members, convene a General Meeting.

13.5. The requisition for a General Meeting shall state the objective(s) of the meeting; shall be sent to The Club and shall be signed by the Members making the requisition.

13.6. If the Executive Committee does not cause a General Meeting to be held within two (2) months after the date on which the requisition is sent to The Club, the Members making the requisition, may convene a General Meeting to be held not later than one (1) month after that date.

13.7. A General Meeting convened under Rule 13.5 of this Constitution shall be convened in the same manner, in which meetings are convened by the Executive Committee.

13.8. No business except that for which the meeting has been called, shall be transacted at a General Meeting. 

14. PROCEEDINGS AT GENERAL MEETINGS 

14.1. Chair of General Meetings 

14.1.1. The President shall, subject to this constitution, preside as Chair at every General Meeting of The Club. If the Chairperson is not present, is unwilling or unable to preside, the Executive Committees shall choose one of their number present who shall, subject to this constitution, preside as chair for that meeting only.

14.2. A quorum of members is required for all general meetings, this will consist of not less than five members or 50% of the membership (whichever is the lesser) personally present.

14.3. Only members are entitled to vote at General Meetings, each member holding one (1) vote.

14.4. Except where otherwise provided in these rules or in the Act, a question arising at a meeting shall be decided by a majority of votes, but, if there is an equality of votes, the person presiding shall have a casting vote in addition to their deliberative vote.

14.5. Notice of meetings or resolutions to be considered at meetings must be sent over email and advertised on the Club’s website by the Executive Committee. Additionally, notice may be included in the Club’s newsletter.

14.6. Minutes 

14.6.1. The Secretary shall ensure that minutes of the resolutions and proceedings of each General Meeting are minuted, together with a record of the names of persons present at all meetings. 14.6.2. Any Member of The Club, on giving reasonable notice to the Secretary, may inspect the Minutes of any General Meeting. 14.6.3. Within 14 days after each General Meeting, the Secretary shall supply to each Members a copy of the minutes of the General Meeting.

14.7. Adjournment of Meeting 

14.7.1. If within thirty (30) minutes from the time appointed for the General Meeting, a quorum is not present, the meeting shall be adjourned to such other day, such other time and place as may be determined 14.7.2. When any General Meeting lapses due to lack of a quorum, the Secretary shall convene a second meeting within a period of fourteen (14) days. If at the adjourned meeting a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the business shall be transacted, provided the Members then present, is not less than half the number required for a quorum.

14.8. The Chair may, with the consent of any General Meeting at which a quorum is present, and shall, if so directed by the meeting, 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.

14.9. When a General Meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

14.10. Except as provided in Rule 14.9 it shall not be necessary to give any notice of an adjournment or the business to be transacted at any adjourned meeting. 

15. VOTING 

15.1. Voting at meetings 

15.1.1. Each member present has one vote on any question arising at the meeting. 15.1.2. motion is carried if a majority of the committee members present at the committee meeting vote in favour of the motion. 15.1.3. If the votes are divided equally on a question, the chairperson of the meeting has a second or casting vote. 15.1.4. A vote may take place by the committee members present indicating their agreement or disagreement or by a show of hands, unless the committee decides that a secret ballot is needed to determine a particular question. 15.1.5. If a secret ballot is needed, the chairperson of the meeting must decide how the ballot is to be conducted. 

16. DISPUTES AND MEDIATION 

16.1. The grievance procedure applies to disputes under this constitution between: 16.1.1. between members; or 16.1.2. between one or more members and the Club.

16.2. The parties to a dispute must attempt to resolve the dispute between themselves within 14 days after the dispute has come to the attention of each party.

16.3. 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 ten (10) days, hold a meeting in the presence of a mediator, in accordance with The Club policies.

16.4. If a dispute between members that relates to the rules of The Club and cannot be resolved through this process it will be possible to make an application for the matter to be heard by the State Administrative Tribunal. It is open to the State Administrative Tribunal to refer the dispute, or any aspect of it, for mediation or make orders for the resolution of the dispute. 

17. FINANCIAL 

17.1. All funds of the Club shall be deposited into the Club’s accounts at such bank or recognised financial institution as the Executive Committee may determine.

17.2. The funds of the Club together with its income and any property will be under the sole management control of the Executive Committee.

17.3. The Executive Committee will cause proper books, of accounts to be maintained, recording a true account of the financial transactions of the Club and of all receipts and expenditure and the assets and liabilities of the Club.

17.4. The accounts of the Club will be maintained in accordance with the Act.

17.5. The inventory and financial statements will be presented at the Annual General Meeting.

17.6. The signatories to the Club’s account/s will be the Treasurer and at least one (1) from the remaining Executive Committee.

17.7. The financial year of the Club will commence 1 July each year and conclude on 30 June. 

18. COMMON SEAL OF CLUB 

18.1. The Club may execute a document without using a common seal if the document is signed by: 18.1.1. two (2) Executive Committee Members; or 18.1.2. a person authorised by the Executive Committee. 

19. INSPECTION OF RECORDS 

19.1. Any member may at any reasonable time inspect without charge the books, documents, records and securities of the Club.

19.2. The member must contact the secretary to make the necessary arrangements for the inspection.

19.3. The member may make a copy of or take an extract from a record or document referred to their request but does not have a right to remove the record or document for that purpose. 

20. ALTERATIONS 

20.1. If the Club wants to alter or rescind any of these rules, or to make additional rules, the Club may do so only by special resolution and by otherwise complying the Act. 

21. DISTRIBUTION OF SURPLUS PROPERTY ON WINDING UP OF THE ASSOCIATION 

21.1. The Club may be dissolved or wound up by a resolution of any ordinary or general meeting called for such purpose.

21.2. If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another association incorporated under the Act which has similar objects and which is not carried out for the purposes of profit or gain to its individual members, and which association shall be determined by resolution of the members.