The Constitution was approved by resolution by the membership as per the Special General Meeting held on June 15, 2020, and changes were accepted by the ASSOCIATIONS BRANCH INDUSTRY REGULATION AND CONSUMER PROTECTION (Department of Mines, Industry Regulation and Safety) on 3 September 2020.
THE WESTERN AUSTRALIAN FLYING DISC ASSOCIATION INCORPORATED
1.1 The name shall be THE WESTERN AUSTRALIAN FLYING DISC ASSOCIATION INCORPORATED
2.1. The objects of the Association will be:
2.1.2. To promote interest and growth in FLYING DISC play,
2.1.3. To actively promote a spirit of goodwill and friendship for all people involved in the activities of FLYING DISC play.
2.1.4. To assist in the promotion and running of local FLYING DISC clubs
2.1.5. To make the community and all governments aware of the benefits of FLYING DISC play an outdoor leisure activity and as a sport.
2.1.6. To do all things and acts conducive to the furtherance of the objects and interests of the Association.
2.1.7. To continue affiliation to the National governing body, being the Australian Flying Disc Association Limited.
3. NOT FOR PROFIT CLAUSE
3.1. The Association shall be a Non-Profit Organisation. The property and income of the Association shall be fully applied towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the Association, except in good faith in the promotion of those objects.
4. MEMBERSHIP OF THE ASSOCIATION
4.1. Any person who supports the objects or purposes of the Association is eligible to apply to become a member.
4.2. An individual who has not reached the age of 15 years is not eligible to apply for a class of membership that confers full voting rights.
4.3. A Member is any member that participates in an Association sanctioned event within the previous financial year qualifies for membership.
4.4. A Member in any category must participate in an Association sanctioned event within 12 months of qualifying for membership to retain their membership status.
4.5. A Member in any category must have a valid Australian Flying Disc Association account and a residential address with a Western Australian postcode.
4.6. The number of members of any category is not limited unless otherwise approved by resolution at a general meeting
4.7. The rights of a member are not transferable and end when membership ceases
4.8 Categories of Membership
4.8.1. Ordinary Member
22.214.171.124. An Ordinary Member has all rights provided to Members under the Constitution, including the right to vote, and other rights and benefits as determined by the Executive Committee or by resolution of Members at a General Meeting
126.96.36.199. An Ordinary Member is a person who will have duly applied to be a Member of the Association and will have paid the appropriate dues
4.8.2. Life Member
188.8.131.52. The Executive Committee and Ordinary Members may nominate a person who has rendered distinguished or special service to flying disc sports at the state level, for life membership,
184.108.40.206. If the Life Member is not still playing in an Association Competition then have no power to vote, and have no obligation to pay a Membership Fee.
220.127.116.11. If the Life Member is still playing in an Association Competition, all fees must be paid to be eligible to vote.
4.8.3. Non-Playing Member
18.104.22.168 Any non-playing person who is appointed to any of the following roles at the Association must register as a non-playing member:
22.214.171.124.3.Team manager, or;
126.96.36.199.4. Committee member (Executive or Subcommittee).
188.8.131.52. Any non-playing member who is not a committee member does not have voting rights, but has any other rights conferred on members by these rules or approved by resolution at a general meeting or determined by the Executive Committee.
184.108.40.206. Any non-playing member who is a committee member has full voting rights and any other rights conferred on members by these rules or approved by resolution at a general meeting or determined by the Executive Committee.
4.9. The Executive Committee shall determine the categories of membership, conditions of membership, fees to be charged for each membership category and the duration of the membership.
4.10. A person ceases to be a member of the Association if that person
4.10.2. Resigns by notice in writing delivered to the Executive Committee (including electronic mail);
4.10.3. Fails to satisfy the conditions of membership; or
4.10.4. Acts against the interests of the Association, to the satisfaction of the Executive Committee, following an inquiry process of natural justice
5. REGISTER OF MEMBERS OF THE ASSOCIATION
5.1 The secretary, or another person authorised by the Executive Committee, on behalf of The Association, must comply with the Act by keeping and maintaining in an up to date condition a secure register of the Members of The Association and their contact details as prescribed in the Act.
5.1.1. The register of members must include each member’s name and a residential, postal or email address.
5.2. Upon the request of a Member, The Association 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 Association may charge a fee for the provision of accessing the Member Register. The Association 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 of members must be kept at the secretary’s place of residence, or at another place determined by the Executive Committee.
5.5. The Secretary must cause the name of a person who dies or who ceases to be a Member under Rule 4.14 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 Association to further the objects of the Association, as the Executive Committee considers appropriate
6. SUSPENSION OR EXPULSION OF MEMBERS OF THE ASSOCIATION
6.1. If the Executive Committee considers that a Member should be suspended or expelled from membership of the Association because of conduct detrimental to the interests of the Association, the Executive 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 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 Association 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 Executive 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 Association in a General Meeting, must either confirm or set aside the decision of the Executive 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 Association 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 Executive 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 meeting.
6.6. If a membership is revoked or suspended, the player will not be eligible to participate in Association sanctioned events.
6.7. If membership is revoked, the member will be removed from the register of members within two (2) months from the date their membership is revoked.
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 Executive Committee; or
7.1.2. acted in a manner unbecoming of a Member or prejudicial to the objects and interests of the Association and/or the sport of flying disc and its related disciplines; or
7.1.3.brought the Association, the sport of flying disc or its related disciplines into disrepute:
7.2. The Executive Committee may commence or cause to commence 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 Association as set out in the Association's policies.
8.1. Subject to the Act, these rules, the by-laws (if any) and any resolution passed at a general meeting, the Executive Committee has the power to do all things necessary or convenient to be done for the proper management of the affairs of the Association.
8.2.Outside of Annual General Meetings, the affairs of the Association shall be managed by the Executive Committee, consisting of no less than three (3) members and not greater than five (5) members, including a President.
8.3. Executive Committee members shall be elected at an Annual General Meeting by Association members or appointed by the Executive Committee to fill a casual vacancy.
8.4. A casual vacancy appointed by the Executive Committee will hold the appointed position until the next Annual General Meeting in which the position must be re-elected by the Association members.
8.5. Subject to the requirement for a quorum under rule 10.2, the Executive Committee may continue to act despite any vacancy in its membership.
8.6. A person may be an Executive Committee member if the person is:
8.6.1. An individual who has reached 18 years of age; and
8.6.2. Is an Ordinary or Non-Playing member.
8.7. Executive Committee members shall not hold more than one position on the Executive Committee.
8.8. Members of the Executive Committee will act in an honorary capacity and will not receive any remuneration.
8.9. An Executive Committee or Sub-Committee member is entitled to be paid out of the funds of The Association for any approved out-of-pocket expenses for travel and accommodation properly incurred in attending to the business of the Association.
8.10. Each Executive Committee member shall have a two (2) year term of office commencing at their appointment at an Annual General Meeting.
8.11. Executive Committee members must inform themselves of the constitution, policies and resolutions of the Association which the Executive Committee creates and maintains for the day-to-day running of the Association.
8.12. 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.
8.13. The Executive Committee shall have the power to appoint an officer/s or agent outside of the Management Committee to have custody of the Association’s records, documents and securities.
8.14. 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 Association.
8.15. The Executive Committee shall not be limited to the following actions:
8.15.1. A duty of care and diligence;
8.15.2. A duty to act in good faith in the best interests of the Association and for a proper purpose;
8.15.3. 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 Association.
8.15.4. A member of any Association Committee who has a material personal interest in a matter being considered at any type of meeting must:
220.127.116.11. As soon as they become aware of that interest, disclose the nature and extent of their interest to the Committee;
18.104.22.168. Disclose the nature and extent of the interest at the next general meeting of the association
8.16. The duties outlined in Rule 8.14 will also apply to other officers of the Association, which include persons who:
8.16.1. Participate in making decisions that affect a whole or substantial part of the Association.
8.16.2. Association operations; have the capacity to significantly affect the Association’s financial standing;
8.16.3. And with whose instruction the Executive Committee is accustomed to act.
8.17. Any Executive Committee or Subcommittee member may resign 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 EXECUTIVE 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:
9.1.2. 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 any way 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 Association to the satisfaction of the Executive Committee following an 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 Association confidentiality such that the breach poses serious and indefensible circumstances with regards the Executive Committee member’s fiduciary duty to the Association or the Executive Committee’s good governance of the Association; or
22.214.171.124. Brings the sport of flying disc into disrepute.
126.96.36.199. When membership of a committee member ceases, the person is required, as soon as practicable, to deliver to a member of the committee all relevant documents and records held pertaining to the Association’s affairs.
10. COMMITTEE MEETINGS
10.1. Only Committee members are entitled to vote at Committee meetings, each member holding one (1) vote.
10.2. A quorum for Committee meetings will consist of not less than three or half of the members of the Executive, whichever is the greater and all available subcommittee members.
10.3. The Committee must meet at least four (4) times in each year on the dates and at the times and places determined by the Executive Committee.
10.4. The date, time and place of the first Executive Committee meeting must be determined by the Executive Committee members as soon as practicable after the annual general meeting at which the Executive Committee members are elected.
10.5. Notice of each Committee meeting must be given to each Committee member at least 48 hours before the time of the meeting.
10.6. 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.
10.7. Any urgent business that has not been described in the notice may be conducted at the meeting if the Executive Committee members at the meeting unanimously agree to treat that business as urgent.
10.8. The President will be the designated chairperson of each Executive Committee meeting.
10.9. If the President is absent or is unwilling to act as chairperson of a meeting, the Executive Committee members at the meeting must choose one of them to act as chairperson of the meeting.
10.10 Subject to rule 10.2, no business is to be conducted at a Committee meeting unless a quorum is present.
10.11. The order of business at a Committee meeting may be determined by the Executive Committee members at the meeting.
10.12. An Ordinary or Non-Playing member who is not a Committee member may attend a Committee meeting if invited to do so by the Executive Committee.
10.13. A person invited under Rule 10.12 to attend a Committee meeting:
10.13.1. has the right to the meeting agenda, minutes or other document circulated at the meeting;
11. ANNUAL GENERAL MEETINGS
11.1. An Annual General Meeting of the Association 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, within six (6) months after the end of the Association's financial year.
11.2. The order in which business is to be transacted at an AGM is:
11.2.3. Confirmation of Minutes of previous Annual General Meeting
11.2.4.The reports of the Executive Committee;
11.2.5. Consideration of the accounts of the Association prepared in accordance with the requirements of the Act;
11.2.6. The election of the incoming Executive Committee; and
11.2.7. Any other business requiring consideration by the Association in a general meeting.
11.3. Nominations for positions on the Executive Committee must be received in writing (including electronic mail) five (5) days in advance of the Annual General Meeting.
11.4. Resolutions must be received in writing (including electronic mail) five (5) days in advance of the Annual General Meeting.
11.5. The Executive Committee shall give at least fourteen (14) days notice of the date of the Annual General Meeting, to members.
11.6. Notice of Annual General Meetings or resolutions to be considered at Annual General Meetings must be sent via electronic mail and advertised on the Association's website by the Executive Committee.
11.7. A quorum of members is required for Annual General Meetings, this will consist of not less than 5% of the membership present.
11.8. Only ordinary members and non-playing members are entitled to vote at Annual General Meetings, each member holding one (1) vote.
11.9. Within seven (7) days after each Annual General Meeting, a copy of the minutes shall be uploaded on the Association's website by the Executive Committee.
12. SPECIAL GENERAL MEETINGS
12.1. Excluding the Annual General Meeting, the Executive Committee may convene a Special General Meetings on dates and at venues to be determined by the Executive Committee.
12.2. The Secretary shall give at least 14 days’ notice, in writing, of the date of the Special General Meeting called to all members.
12.3. Notice of Special General Meetings shall set out clearly the business for which the meeting has been called.
12.4. The Executive Committee shall on the requisition in writing by no less than 5% of members, convene a Special General Meeting.
12.5. The requisition for a Special General Meeting shall state the objective(s) of the meeting; shall be sent to the Association and shall be signed by the Members making the requisition.
12.6. If the Executive Committee does not cause a Special General Meeting to be held within two (2) months after the date on which the requisition is sent to the Association, the Members making the requisition may convene a Special General Meeting to be held no later than one (1) month after that date.
12.7. No business except that for which the meeting has been called shall be transacted at a Special General Meeting.
13. PROCEEDINGS AT SPECIAL GENERAL MEETINGS
13.1. Chair of Special General Meetings
13.1.1. The President shall, subject to this constitution, preside as Chair at every Special General Meeting of the Association. If the Chairperson is not present, is unwilling or unable to preside, the Executive Committee shall choose one of their number present who shall, subject to this constitution, preside as chair for that meeting only.
13.2. A quorum of members is required for all Special General Meetings, this will consist of not less than 5% of the membership present.
13.3. Only ordinary members and non-playing members are entitled to vote at Special General Meetings, each member holding one (1) vote.
13.4. Notice of meetings or resolutions to be considered at meetings must be sent via electronic mail and advertised on the Association's website by the Executive Committee.
13.5.1. The Secretary shall ensure that the minutes of the resolutions and proceedings of each Special General Meeting are minuted, together with a record of the names of persons present at all meetings.
13.5.2. Any Member of the Association, on giving reasonable notice to the Secretary, may inspect the Minutes of any Special General Meeting.
13.5.3. Within seven (7) days after each Special General Meeting, a copy of the minutes shall be uploaded on the Association's website by the Executive Committee.
13.6.Adjournment of Meeting
13.6.1. If within thirty (30) minutes from the time appointed for the Special 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
13.6.2. When any Special 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.
13.7. The Chair may, with the consent of any Special 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.
13.8. When a General Meeting is adjourned for thirty (30) days or more, a notice of the adjourned meeting shall be given as in the case of an original meeting.
13.9. Except as provided in Rule 13.8 it shall not be necessary to give any notice of an adjournment or the business to be transacted at any adjourned meeting.
14.1. The Executive Committee must ensure that minutes are taken and kept of each committee meeting. The minutes must record the following:
14.1.1. the names of the committee members present at the meeting;
14.1.2. the name of any person attending the meeting under rule 10.12;
14.1.3. the business considered at the meeting;
14.1.4. any motion on which a vote is taken at the meeting and the result of the vote.
14.2. The chairperson must ensure that the minutes of a committee meeting are reviewed and recorded as correct by:
14.2.1. the chairperson of the meeting; or
14.2.2. the chairperson of the next committee meeting.
14.3. When the minutes of a committee meeting has been recorded as correct they are, until the contrary is proved, evidence that:
14.3.1. the meeting to which the minutes relate was duly convened and held, and
14.3.2.the matters recorded as having taken place at the meeting took place as recorded; and
14.3.3. any appointment purportedly made at the meeting was validly made.
14.4. A copy of the minutes shall be uploaded on the Association's website by the Executive Committee within seven (7) days after they are recorded as correct.
15.1. Voting at meetings
15.1.1. Each eligible voting member present has one vote on any question arising at the meeting.
15.1.2. A vote may be made in writing (including by email or other electronic communication approved by the Executive Committee). A written vote on any matter must be received prior to the beginning of the meeting.
188.8.131.52. A member who votes in writing as allowed under rule 15.1.2 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
15.1.3. A motion is carried if a majority of the members present at the meeting vote in favour of the motion.
15.1.4. If the votes are divided equally on a question, the chairperson of the meeting has a second or casting vote.
15.1.5. A vote may take place by the members present indicating their agreement or disagreement or by a show of hands unless the Executive Committee decides that a secret ballot is needed to determine a particular question.
15.1.6. If a secret ballot is needed, the chairperson of the meeting must decide how the ballot is to be conducted.
15.1.7. Use of Technology
184.108.40.206. The presence of a member at a meeting need not be by attendance in person but maybe simultaneously in contact by telephone or other means of instantaneous communication.
220.127.116.11. A member who participates in a meeting as allowed under rule 18.104.22.168 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.
16. DISPUTES AND MEDIATION
16.1. The grievance procedure applies to disputes under this constitution between:
16.1.1 members; or
16.1.2.one or more members and the Association.
16.2. The parties to a dispute must attempt to resolve the dispute between themselves at a meeting 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 Association policies.
16.4. If a dispute between members that relates to the rules of the Association 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.
17.1. All funds of the Association shall be deposited into the Association’s accounts at such bank or recognised financial institution as the Executive Committee may determine.
17.2. The funds of the Association together with its income, books and any securities or property will be under the management control of the Executive Committee in conjunction with rule 8.14.
17.3. The Executive Committee will cause proper books of accounts to be maintained, recording a true account of the financial transactions of the Association and of all receipts and expenditure and the assets and liabilities of the Association.
17.4. The accounts of the Association will be maintained in accordance with the Act.
17.5. Payment may be made to a member out of the funds of the Association if the payment is in good faith as reasonable remuneration for any services provided to the Association, or for goods supplied to the Association, in the ordinary course of business
17.6. Financial statements will be presented at the Annual General Meeting.
17.6.1. The signatories to the Association’s account/s will be the Treasurer and
17.6.2. At least two (2) from the remaining Executive Committee.
17.6.3. Or a person authorised by the Executive Committee.
17.7. The financial year of the Association will commence 1 July each year and conclude on 30 June the following calendar year.
18. COMMON SEAL OF ASSOCIATION
18.1 The Association 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 Association.
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.
20.1. If the Association wants to alter or rescind any of these rules, or to make additional rules, the Association may do so only by special resolution and by otherwise complying with the Act.
21. DISTRIBUTION OF SURPLUS PROPERTY ON WINDING UP OF THE ASSOCIATION
21.1. The Association 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 the 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 the Australian Flying Disc Association Limited, provided the Australian Flying Disc Association Limited is currently recognised as a company at the time of winding up.
21.3. If the Australian Flying Disc Association Limited is not recognised as a company limited the surplus property must be given 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.