AUSTRALIAN BOWLING
PROPRIETORS ASSOCIATION
LIMITED
CONSTITUTION
CONTENTS
1
PRELIMINARY ...............................................................................................................................5
DEFINITIONS ...........................................................................................................................................5
INTERPRETATION ....................................................................................................................................6
REPLACEABLE RULES NOT TO APPLY .....................................................................................................6
2
0BJECTS AND POWERS ...............................................................................................................6
3
INCOME AND PROPERTY OF THE COMPANY ....................................................................7
4
MEMBERSHIP ................................................................................................................................8
BECOMING A MEMBER ...........................................................................................................................8
REGISTER OF MEMBERS .........................................................................................................................8
WHERE A MEMBER IS A BODY ................................................................................................................8
RESIGNATION OF MEMBERS....................................................................................................................9
EXPULSION OF MEMBERS .......................................................................................................................9
EXPULSION OF REGISTERED REPRESENTATIVES ..................................................................................10
ASSIGNMENT OF MEMBERSHIP ............................................................................................................10
ELECTION OF STATE ZONE DIRECTORS ................................................................................................10
REPLACING A DIRECTOR ......................................................................................................................10
LIMITED LIABILITY OF MEMBERS .........................................................................................................10
5
SUBSCRIPTIONS & LEVIES......................................................................................................11
ENTRANCE FEE .....................................................................................................................................11
ANNUAL SUBSCRIPTION .......................................................................................................................11
SPECIAL LEVIES....................................................................................................................................11
6
GENERAL MEETINGS................................................................................................................12
ANNUAL GENERAL MEETING ................................................................................................................12
GENERAL MEETING...............................................................................................................................12
NOTICE OF GENERAL MEETING .............................................................................................................12
POSTPONEMENT OR CANCELLATION OF MEETING ................................................................................13
7
PROCEEDINGS AT GENERAL MEETINGS ...........................................................................14
REPRESENTATION OF MEMBER ............................................................................................................14
QUORUM ...............................................................................................................................................14
APPOINTMENT AND POWERS OF CHAIRMAN OF GENERAL MEETING ....................................................15
ADJOURNMENT OF GENERAL MEETINGS...............................................................................................15
VOTING AT GENERAL MEETING ............................................................................................................15
QUESTIONS DECIDED BY MAJORITY .....................................................................................................16
POLL .....................................................................................................................................................16
EQUALITY OF VOTES - CHAIRMAN'S CASTING VOTE .............................................................................16
ENTITLEMENT TO VOTE ........................................................................................................................16
OBJECTION TO VOTING QUALIFICATION ...............................................................................................16
APPOINTMENT OF PROXY .....................................................................................................................16
DEPOSIT OF PROXY AND OTHER INSTRUMENTS ....................................................................................17
VALIDITY OF VOTE IN CERTAIN CIRCUMSTANCES ................................................................................17
DIRECTOR ENTITLED TO NOTICE OF MEETING ......................................................................................18
AUDITOR ENTITLED TO NOTICE OF MEETING ........................................................................................18
8
DIRECTORS ..................................................................................................................................18
CONSTITUTION OF THE BOARD .............................................................................................................18
PRESIDENT ............................................................................................................................................18
VICE-PRESIDENT ..................................................................................................................................18
2
ROTATION OF DIRECTORS ....................................................................................................................18
CASUAL VACANCY ...............................................................................................................................18
FIRST DIRECTORS .................................................................................................................................18
9
10
REMUNERATION AND EXPENSES .........................................................................................19
VACATION OF OFFICE AND CONFLICT OF INTEREST ..............................................19
VACATION OF OFFICE ...........................................................................................................................19
DIRECTOR'S INTERESTS ........................................................................................................................19
11
POWERS OF AND DUTIES OF DIRECTORS .....................................................................20
APPOINTMENT OF ATTORNEY ...............................................................................................................20
MINUTES...............................................................................................................................................20
EXECUTION OF COMPANY CHEQUES, ETC. ...........................................................................................21
12
PROCEEDINGS OF DIRECTORS .........................................................................................21
MEETINGS.............................................................................................................................................21
QUORUM ...............................................................................................................................................21
EFFECT OF VACANCY............................................................................................................................21
CONVENING MEETINGS .........................................................................................................................21
USUAL BUSINESS AT MEETINGS ............................................................................................................21
NOTICE .................................................................................................................................................21
APPOINTMENT OF PROXY .....................................................................................................................21
CHAIR ...................................................................................................................................................22
HOW QUESTIONS DECIDED ...................................................................................................................22
COMMITTEES ........................................................................................................................................22
WRITTEN RESOLUTION .........................................................................................................................22
USE OF TECHNOLOGY ...........................................................................................................................22
VALIDITY OF ACTS OF DIRECTORS .......................................................................................................22
13
ZONES ........................................................................................................................................22
14
BY-LAWS ...................................................................................................................................23
15
CHIEF EXECUTIVE OFFICER .............................................................................................23
APPOINTMENT AND REMOVAL .............................................................................................................23
REMUNERATION ...................................................................................................................................23
POWERS ................................................................................................................................................23
16
ALTERNATE DIRECTORS ....................................................................................................23
17
SECRETARY AND TREASURER ..........................................................................................24
18
SEALS .........................................................................................................................................24
COMMON AND DUPLICATE COMMON SEAL ...........................................................................................24
USE OF COMMON SEAL .........................................................................................................................24
19
INSPECTION OF BOOKS .......................................................................................................24
20
NOTICES ....................................................................................................................................24
SERVICE OF NOTICES ............................................................................................................................24
21
AUDIT AND ACCOUNTS ........................................................................................................25
COMPANY TO KEEP ACCOUNTS ............................................................................................................25
COMPANY TO AUDIT ACCOUNTS...........................................................................................................25
22
WINDING UP.............................................................................................................................25
3
23
INDEMNITY ..............................................................................................................................25
INDEMNITY OF OFFICERS ......................................................................................................................25
INSURANCE ...........................................................................................................................................25
24
GRIEVANCE PROCEDURE ...................................................................................................26
25
ALTERATION OF CONSTITUTION ....................................................................................26
APPLICATION TO BECOME A MEMBER OF ......................................................................................27
PROXY FORM FOR ................................................................................................................................28
4
Corporations Law
Constitution
of
AUSTRALIAN BOWLING PROPRIETORS ASSOCIATION
A Company Limited by Guarantee
1 Preliminary
Definitions
1.1
The following words have these meanings in this Constitution unless the contrary
intention appears.
Auditor means the auditor for the time being of the Company.
Board means the Board of Directors established under article 8.
Bowling means the sport of tenpin bowling, whether played competitively or socially.
Bowling Centre means a bowling centre, which is recognized as being owned by a member under
article 4.1.
Chief Executive Officer means a person appointed as chief executive officer under article 15.
Company means Australian Bowling Centres Association Limited.
Constitution means this Constitution as altered or added to from time to time by a Special
Resolution of members as provided by the Corporations Law and a reference to a provision of this
Constitution is a reference to this Constitution as altered or added to from time to time.
Corporations Law means the Corporations Act 2001.
Director means a director of the Company, and where appropriate includes an Alternate Director.
Directors means all or some of the Directors acting as a board.
5
Financial Year means the year ending on 30 June or such other period as the Board from time to
time determines.
Member or member means a member of the Company as provided in articles 4.1 to 4.5.
Registered Office means the registered office for the time being of the Company.
Replaceable Rules means the provisions of the Corporations Law that provide replaceable rules
for companies.
Seal means the common seal of the Company and any official seal of the Company.
Secretary means a person appointed as a secretary of the Company, and where appropriate
includes an acting secretary and a person appointed by the Directors to perform all or any of the
duties of a secretary of the Company.
Treasurer means the person appointed as treasurer of the Company and where appropriate
includes an acting director and a person appointed by the Directors to perform all of any of the
duties of a Treasurer of the Company.
Zone means a geographical area as defined in articles 13.2 to 13.6.
Zone Director means a member who is elected in accordance with article 4.32.
Interpretation
1.2
In this Constitution unless the contrary intention appears:
(a) the word person includes a firm, a body corporate, an unincorporated association
or an authority;
(b) the singular includes the plural and vice versa;
(c) where a word or phrase is given a particular meaning, other pasts of speech and
grammatical forms of that word or phrase have corresponding meanings;
(d) a reference to writing 'includes typewriting, printing, telex, telegram, facsimile and
other modes of representing or reproducing words in a visible form;
(e) a reference to a section is a reference to a section of the Corporations Law; and
(f) a reference to the Corporations Law or to a provision of the Corporations Law,
means the Corporations Law or that provision as amended from time to time, or
any statute, code or provision enacted in its place and 'includes regulations and
other instruments under it.
1.3
Headings are inserted for convenience and do not affect the - interpretation of this
Constitution.
1.4
Powers conferred on the Company, the Directors, a Committee of Directors, a Director
or a Member may be exercised at any time and from time to time.
Replaceable Rules not to apply
1.5
The Replaceable Rules are displaced by this Constitution and, accordingly, do not apply
to the Company, unless this Constitution is deficient on a point covered by the
Replaceable Rules and the deficiency is necessary for the operation of the Company
2 0bjects and Powers
2.1
Objects
6
The objects of the Company are:
2.2
a)
to foster and promote Tenpin Bowling and the interests of the proprietors in all
matters;
b)
to improve members purchasing power;
c)
to liaise with Federal, State and Regional Government;
d)
to liaise with the National Bowlers Association to the benefit of both organisations
and in particular its viable operation;
e)
to seek National sponsorship of Tenpin Bowling;
f)
to provide marketing tools for proprietors;
g)
to provide or assist in National Training programs;
h)
to promote where appropriate national Tournaments ; and
i)
to do all things necessary for and incidental to the advancement of the objects set out
in this article.
Powers
Solely for the purpose of carrying out the objects in article 2.1 and not otherwise the
Company shall have all the powers of a person and any other powers of a company
under the Corporations Law. Without limiting the foregoing, the Company has power to
act as trustee of any trust of fund which may be established in furtherance of the
Company’s objects.
3 Income and property of the Company
3.1
Profit and Income
The profits (if any) or other income and the property of the Company, however derived,
must be applied solely towards the promotion of the objects of the Company as set out in
this Constitution, and no part of those profits or that income or property may be paid or
transferred, directly or indirectly by way of dividend, bonus or otherwise, to Members.
3.2
Payments in Good Faith
Article 3.1 does not prevent the payment in good faith to an officer or Member, or to a
firm of which an officer or Member is a partner:
a)
3.3
of remuneration for:
(i)
services rendered to the Company; or
(ii)
goods supplied in the ordinary course of business; or
b)
of interest at a rate not exceeding the rate for the time being fixed for the
purposes of this article by the Directors on money borrowed from an officer or
Member; or
c)
of reasonable rent for premises demised or let by an officer or Member.
Source of Funds
The funds of the Company shall be derived from entrance fees, annual subscriptions,
special levies, and such other sources as the Board determines.
7
4 Membership
Becoming a Member
Each member of the Company (subject to Articles 4.9 and 4.32) must be a person or Corporation who or
which ;
4.1
is the proprietor of or a Centre Manager (representing the proprietor) of a Tenpin Bowling
Centre;
4.2
applies for membership to the Board in the form outlined in Annexure 1 or such other form
the Board approves from time to time;
4.3
in the absolute discretion of the Board is approved for membership;
4.4
has paid the entrance fee payable under article 5.1; and
4.5
has from time to time paid any annual subscription as specified in article 5 .
Register of Members
4.6
The Secretary shall keep and maintain a Register of Members which shall contain the full
name, address and date of entry of the name of each member.
4.7
The register shall be available for inspection by members at the address of the Secretary
provided that reasonable notice is given to the Secretary.
4.8
The register shall contain the full name address and date of entry of each Registered
Representative and Alternate Registered Representative of the member.
Where a member is a Corporation
4.9
The member may at any time by notice in writing to the Secretary appoint a Registered
Representative of the member and remove any Registered Representative so appointed.
4.10
When appointing a Registered Representative the member must also provide to the Secretary
the written consent of the Registered Representative and an acknowledgment from the
Registered Representative that he or she agrees to be bound by the Constitution.
4.11
A member may act in relation to the Company only through its Registered Representative and
the Registered Representative may exercise on behalf of that member all or any of the powers
and discretions possessed by that member by virtue of its membership of the Company.
4.12
Where a Registered Representative exercises a power or discretion possessed by the member
he or she represents:
(a) the member he or she represents is bound by the exercise of that power or
discretion;
(b) the Company is entitled to assume the validity of the exercise of that power or
discretion and the authority of the Registered Representative to exercise the power
or discretion;
(c) if the power or discretion can be exercised only once, the exercise of the power or
discretion by the Registered Representative is final and binding on the member;
and
(d) a vote given by a Registered Representative is deemed to be a vote personally
given by the member the Registered Representative represents.
4.13
Any communications from the Company or the Board to the member in its capacity as a
member may be addressed to the Registered Representative of the member, and service upon
the Registered Representative is deemed to be service upon the member the Registered
Representative represents.
8
4.14
The presence of the Registered Representative of the member is to be taken as the presence in
person of the member he or she represents for the purposes of determining whether a quorum
is present at a General Meeting or meeting of the Board.
4.15
A reference in these Rules to a member, unless the context otherwise requires, shall be taken
to include a reference to the Registered Representative of that member.
4.16
a Registered Representative or Alternate Registered Representative of a member ceases to be
a Registered Representative of that member:
(a) if removed by a general meeting under article 4.28; or
(b) if the member is removed by a general meeting under article 4.25.
4.17
A person may only be a Registered Representative for one member.
4.18
A person who is a member may not also be a Registered Representative of another member.
4.19
A member may appoint only one Registered Representative.
4.20
A member may in the manner outlined in article 4.9 appoint a natural person as an alternate to
the Registered Representative (“Alternative Registered Representative”) appointed by the
member who during any period when the Registered Representative is unable to act, may
exercise all of the powers and discretions which the Registered Representative is entitled to
exercise and in lieu of the Registered Representative.
4.21
Any dispute concerning:
a)
the interpretation of this article 4; or
b)
the rights and obligations of a Registered Representative or Alternate Registered
Representative or the member he or she represents,
shall be dealt with as outlined in article 24.
Resignation of members
4.22
A member of the Company may resign by giving 3 months notice in writing to the Secretary.
4.23
A resignation notified under article 4.22 shall only be accepted by the Secretary on the
condition that the member’s fees are paid up to date of expiry of the notice i.e. 3 months from
receipt of the notice .
4.24
After the receipt of a notice referred to in article 4.22 the Secretary shall:
a)
report by writing or in person the receipt of that notice to the next Board meeting;
and
b)
as soon as possible after the next Board meeting and after the resignation is effective,
make entries in the Register of Members recording the date on which the member
ceased to be a member, and any Registered Representative of that member
consequently ceased to be a Registered Representative.
Expulsion of members
4.25
The Company in General Meeting may, by ordinary resolution at a general meeting, expel a
member from membership.
4.26
Where the member the subject of a proposed resolution referred to in article 4.25 makes
representations in writing to a Director (not exceeding a reasonable length) and requests that
they be notified to the members, that Director may send a copy of the representations to each
member or, if they are not so sent, the member may require that they be read out at the
general meeting.
4.27
Except to the extent of the rights vested in a member pursuant to article 4.26, no member may
take any action or otherwise object against expulsion from membership.
9
Expulsion of Registered Representatives
4.28
The Company in General Meeting may in its absolute discretion by ordinary resolution expel
a Registered Representative or Alternate Registered Representative from his or her office.
4.29
A Registered Representative or Alternate Registered Representative expelled under article
4.28 may not be reappointed as either a Registered Representative or an Alternate
Representative for any member within 5 years from the date of the expulsion.
4.30
No Registered Representative or Alternate Registered Representative may take any action or
otherwise object to his or her expulsion.
Assignment of Membership
4.31
A right, privilege, or obligation of a person by reason of membership of the Company or his
or her status as a Registered Representative or Alternate Representative of a member:
a)
is not capable of being transferred or transmitted; and
b)
terminates upon the cessation of membership whether by bankruptcy, death,
resignation or otherwise.
Classes of Membership
4.32
Classes of Membership (and terms thereof) may include a Group Membership where a
member is the proprietor of or a Centre Manager (representing the proprietor) of more than
one Bowling Centre with the Group Membership fee to be determined by the Board. The
Classes of Membership (and terms thereof) may be varied from time to time by the members
in a general meeting on the recommendation of the Board. The Company is unlimited as to
the number of members it can have.
Election of State Zone Directors
4.33
(1)
At least two months prior to the Annual General Meeting of the Company each year
members located within the geographical zones as defined in article 13 shall elect one
of the members comprised within those zones as Zone Director, as provided in the bylaws of the Company and shall within ten days thereafter inform the Company of the
name and address of the Director elected. The member elected as Zone Director must
consent to act as Zone Director.
(2)
The Members elected as Zone Director for their respective zones in accordance with
article 13 will hold office until the next annual meeting of the Company at which
meeting all of the Zone Directors will resign but will be eligible for re-election.
Replacing a Director
4.34
If a person ceases for any reason to be a Zone Director, the Members of that particular zone
who originally elected that person must elect another. A replacement Zone Director elected
under this article will hold office until the next annual meeting and is eligible for re-election.
Limited Liability of members
4.35
Each Member undertakes to contribute to the Company's Property, if the Company is wound
up while the person is a Member or within one year after the person has ceased to be a
Member, for payment of the Company's debts and liabilities contracted before the person
ceases to be a Member and of the costs, charges and expenses of winding up and for
adjustment of the rights of the contributors among themselves, such amount as may be
required not exceeding one $100.00.
Cessation of Membership
4.36
A person shall cease to be a member if :
(a) he or she dies;
10
(b) he or she resigns;
(c) ;
(d) he or she is adjudicated bankrupt or enters into a deed of arrangement or assigns
his or her estate for the benefit of his or her creditors;
(e) he or she is incapable of continuing to act as a member due to physical or mental
incapacity with mental incapacity being as defined under any Queensland
legislation relating to mental health;
(f) he or she is convicted of an indictable offence and the rehabilitation period has not
expired;
(g) he or she ceases to be eligible for admission in the class of membership in which
he or she was admitted;
(h) he or she is found by the Board to have failed to comply with this constitution and
any regulations or by-laws of the Company; or
(i) any other manner provided for in this Constitution or the Corporations Law; or
(j) he or she is in arrears of fees declared payable under article 5 for more than 3
months; or
(k) if the member is a body corporate then membership admitted to membership shall
cease if it :
(i) resigns;
(ii) has a liquidator, provisional liquidator, receiver, receiver and manager or
official manager or administrator appointed to it;
(iii) resolves to wind-up or is subject to an order to wind-up; or
(iv) is in arrears of fees declared payable under article 5 for more than 3 months.
Voting Rights
4.37
Each member has equal voting rights of one (1) in respect of the Company , except in the case
of a Group Member who shall be entitled to one (1) vote for each Bowling Centre he/she
represents.
4.38
In addition to the member’s voting rights, each Zone Director shall have a voting right of one
(1) in respect of the Company. The foregoing is regardless of the Zone Director also having
voting rights as a member.
5 Subscriptions & Levies
Entrance fee
5.1
The entrance fee payable to become a member of the Association is the amount determined
from time to time by the members in General Meeting on the recommendation of the Board.
Annual subscription
5.2
The annual subscription of a member (including a Group member) is the amount determined
from time to time by the members in General Meeting on the recommendation of the Board.
The annual subscription is payable in advance for each Financial Year or such other date as
the Board from time to time determines.
Special Levies
5.3
The Board may from time to time impose on any member or any group of members any
special levy for any particular purpose; subject to the member or members upon which the
levy is assessed or is imposed having agreed in writing to pay the levy.
11
6 General meetings
Annual general meeting
6.1
Annual general meetings of the Company are to be held at least once in each calendar year
and within five months after the end of each Financial Year.
General meeting
6.2
The Directors may convene a general meeting of the Company whenever they think fit and
must call and arrange to hold a meeting when requisitioned by either:
a)
Three Zone Directors; or
b)
at least 20% of members entitled to vote at a General Meeting.
The requisition of a general meeting shall state the objects of the meeting and shall be
signed by the Zone Directors of members (as the case may be) requesting the requisition. A
general meeting convened by the members shall be convened in the same manner (or as
nearly as possible) as that in which general meetings are ordinarily convened by the Board,
and all reasonable expenses incurred in convening the general meeting shall be reimbursed
by the Company to the person incurring expenses.
Notice of general meeting
6.3
At least 21 days notice must be given of a meeting, exclusive of the day on which the notice
is served or deemed to be served and of the day for which notice is given, specifying the
place, day and the hour of the meeting and, in the case of special business, the general nature
of that business, must be given to those persons entitled to receive notices from the Company.
6.4
Despite article 6.3 the Company may call on shorter notice:
6.5
6.6
a)
for an annual general meeting : if all the members entitled to attend and vote at the
annual general agree beforehand; and
b)
for any other general meeting : if members with at least 95% of the votes that may be
cast at the meeting agree beforehand.
Article 6.4 does not apply to a meeting at which a resolution will be moved to:
a)
expel a director; or
b)
appoint a director in place of a director so expelled; or
c)
to reappoint a director for a director who has attained the age of 72 years; or
d)
remove an auditor under section 329 of the Corporations Law.
A notice of a general meeting must:
(a) set out the place, date and time of meeting, and state the general nature of the
business to be dealt with at the meeting and, if the meeting is to be held in two or
more places, the technology that will be used to facilitate this; and
(b) state that:
(ii)
a Member who is entitled to attend and cast a vote at the meeting has a right
to appoint a proxy, and
(iii)
a proxy need not be a Member.
6.7
If a special resolution is to be proposed, the notice of meeting must set out an intention to
propose the special resolution and state the resolution.
6.8
The non-receipt of notice of a general meeting by, or the accidental omission to give notice of
a general meeting to, a person entitled to receive notice does not invalidate any resolution
passed at the general meeting.
12
Postponement or cancellation of meeting
6.9
Where a general meeting (including an annual general meeting) is convened by the Directors
they may, whenever they think fit, cancel the meeting or postpone the holding of the meeting
to a date and time determined by them.
6.10
Written notice of cancellation or postponement of a general meeting must be given to each
member individually by written notice sent to the member, and to each other and such other
person as is entitled to notice under the Corporations Law or this Constitution and must
specify the reason for cancellation or postponement (as the case may be).
6.11
A notice postponing the holding of a general meeting must specify
(a) date and time for the holding of the meeting; and
(b) a place for the holding of the meeting which may be either the same as or different
from the place specified in the notice convening the meeting; and.
(c) if the meeting is to be held in two or more places, the technology that will be used
to facilitate this.
6.12
The number of clear days from the giving of a notice postponing the holding of a general
meeting to the date specified in that notice for the holding of the postponed meeting must not
be less than the number of clear days notice of the meeting required to be given by this
Constitution or the Corporations Law.
6.13
The only business that may be transacted at a general meeting the holding of which is
postponed is the business specified in the notice convening the meeting.
6.14
The accidental omission to give notice of the cancellation or postponement of a meeting to, or
the non-receipt of any such notice by, any Zone Director or person entitled to notice does not
invalidate that cancellation or postponement or any resolution passed at a postponed meeting.
6.15
Where (a) by the terms of an instrument appointing a proxy, a proxy is authorised to attend
and vote at a general meeting to be held on a specified date or at a general meeting
or general meetings to be held on or before a specified date; and
(b) the date for holding the meeting is postponed to a date later than the date specified
in the instrument of proxy,
then, by force of this article, that later date is substituted for and applies to the exclusion of
the date specified in the instrument of proxy unless the member appointing the proxy gives to
the Company at its registered office notice in writing to the contrary not less than 48 hours
before the time to which the holding of the meeting has been postponed.
6.16
This constitution does not displace the ability to hold a general meeting convened by
Members under Section 249F of the Corporations Law or by the Directors pursuant to a
requisition of Members under the Corporations Law.
Electronic Communication (Applicable to all meetings)
6.17
For the purpose of this Constitution the contemporaneous linking together by telephone,
radio, closed circuit television, on-line communication or other electronic means of audio or
audio-visual communication or other means of communication of a number of members not
less than the quorum together with the Secretary, whether or not any one or more of the
members are present in person at a place designated for the meeting or is out of the
Commonwealth of Australia, shall be deemed to constitute a meeting of the Company and all
the provisions in these Rules as to meetings of the Directors shall apply to such meetings as
long as the following conditions are met :
13
(i)
all the members for the time being entitled to receive notice of a meetings of
the Company may receive notice of such a meeting in the manner specified
by this Constitution;
(ii)
each of the members taking part in the meeting by telephone or other means
of communication and the Secretary must be able to hear each of the other
members taking part at the commencement of the meeting; and
(iii)
at the commencement of the meeting each member taking part in the meeting
by telephone or other means of communication must acknowledge his or her
presence for the purpose of a meeting of the members of the Company to the
Secretary and all the others members taking part in the meeting by telephone
or other means of communication.
6.18
A member may not leave the meeting by disconnecting his or her telephone or other means of
communication unless he or she has previously obtained the express consent of the
Chairperson of the meeting and a member shall be conclusively presumed to have been
present and to have formed a part of the quorum at all times during the meeting unless he or
she has previously obtained the express consent of the Chairperson of the meeting to leave
the meeting as aforesaid.
6.19
A minute of the proceedings at such meeting by telephone or other means of communication
shall be sufficient evidence to such proceedings and of the observance of all necessary
formalities if certified as a correct minute by the Chairperson of the meeting and by the
Secretary.
6.20
While articles 6.17 to 6.19 allow electronic communications to hold meeting, any relevant
members required to attend the meeting should preferably be at the meeting in person,
however if it is practically inconvenient that member is not obliged to personally attend and
may utilise the provisions of articles 6.17 to 6.19.
7 Proceedings at general meetings
Representation of Member
7.1
A member may be present and vote in person or may be represented at any meeting of the
Company by proxy.
Quorum
7.2
A quorum is constituted by a majority of the Members who are entitled to attend and vote at
general meetings. A proxy of a Member is to be counted for the purpose of deciding whether
a quorum is present at a general meeting.
7.3
An item of business may not be transacted at a general meeting unless a quorum is present
when the meeting proceeds to consider it. If a quorum is present at the beginning of a
meeting it is to be deemed present throughout the meeting unless the chairman of the meeting
on the chairman's own motion or at the instance of a Member or proxy who is present
otherwise declares.
7.4
If within 15 minutes after the time appointed for a meeting a quorum is not present, the
meeting:
(a) if convened by, or on requisition of, members, is dissolved; and
(b) in any other case stands adjourned to the same day in the next week and the same
time and place, or to such other day, time and place as the Directors appoint by
notice to the Members and others entitled to notice of the meeting.
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7.5
At a meeting adjourned under article 7.4(b), 40% of members or proxy must be present at the
meeting are to constitute a quorum and, if a quorum is not present within 15 minutes after the
time appointed for the adjourned meeting, the meeting is dissolved.
Appointment and powers of chairman of general meeting
7.6
The President is entitled to preside as chairman at general meetings.
7.7
If a general meeting is held and the President is not present within 15 minutes after the time
appointed for the holding of the meeting or is unable or unwilling to act, the following may
preside (in order of entitlement): the Vice-President, a Director chosen by a majority of
Directors present, a Member chosen by a majority of the Members or their proxies present.
7.8
The chairman of a general meeting:
(a) has charge of the general conduct of the meeting and of the procedures to be
adopted at the meeting;
(b) may require the adoption of any procedure which is in the chairman's opinion
necessary or desirable for proper and orderly debate or discussion and the proper
and orderly casting or recording of votes at the general meeting; and
(c) may, having regard where necessary to Sections 250S and 250T of the
Corporations Law, terminate discussion or debate on any matter whenever the
chairman considers it necessary or desirable for the proper conduct of the meeting,
and a decision by the chairman under this article is final.
Adjournment of general meetings
7.9
The chairman may, with the consent of any meeting at which a quorum is present, and must if
so directed by the meeting, adjourn the meeting to a new day, time or place, but no business
may be transacted at any adjourned meeting other than the business left unfinished at the
meeting from which the adjournment took place.
7.10
When a meeting is adjourned for 21 days or more, notice of the adjourned meeting must be
given as in the case of an original meeting.
7.11
Except as provided by article 7.10, it is not necessary to give any notice of an adjournment or
of the business to be transacted at any adjourned meeting.
7.12
A demand for a poll does not prevent the continuance of the meeting for the transaction of
any business other than the question on which the poll has been demanded.
7.13
A resolution passed at a meeting resumed after an adjournment is passed on the day it was
passed.
Voting at general meeting
7.14
At any general meeting a resolution put to the vote of the meeting must be decided on a show
of hands unless a poll is demanded before the vote is taken, before the voting results on the
show of hands are declared or immediately after the voting results on the show of hands are
declared:
(a) by the chairman;
(b) by not less than five Members entitled to vote on the resolution; or
(c) by Members with at least 5% of the votes that may be cast on the resolution on a
poll.
Unless a poll is properly demanded and the demand is not withdrawn, a declaration by the
chairman that a resolution has on a show of hands been carried or carried unanimously, or by
a particular majority, or lost, and an entry to that effect in the book containing the minutes of
the proceedings of the Company, is conclusive evidence of the fact. Neither the chairman nor
15
the minutes need state and it is not necessary to prove the number or proportion of the votes
recorded in favour of or against the resolution.
Questions decided by majority
7.15
Subject to the requirements of the Corporations Law, a resolution is taken to be carried if a
simple majority of the votes cast on the resolution are in favour of it.
Poll
7.16
If a poll is properly demanded, it must be taken in the manner and at the date and time
directed by the chairman and the result of the poll is the resolution of the meeting at which
the poll was demanded.
7.17
A poll demanded on the election of a chairman or on a question of adjournment must be taken
immediately.
7.18
A demand for a poll may be withdrawn.
Equality of votes - chairman's casting vote
7.19
If there is an equality of votes, either on a show of hands or on a poll, the chairman of the
meeting is entitled to a casting vote in addition to any votes to which the chairman is entitled
as a Member or proxy, The chairman has a discretion both as to whether or not to use the
casting vote and as to the way in which it is used.
Entitlement to vote
7.20
Subject to this Constitution:
(a) on a show of hands, each Member present in person and each other person present
as a proxy of a Member has one vote; and
(b) on a poll, each person who is voting as a proxy has (in addition to any other votes
that person may cast) a right to cast one vote for each Member who has appointed
that person as a proxy.
7.21
A proxy's authority to speak and vote for a Member at a meeting is suspended while the
Member is present at the meeting.
Objection to voting qualification
7.22
An objection may not be raised to the right of a person to attend or vote at the meeting or
adjourned meeting except at that meeting or adjourned meeting. Any such objection must be
referred to the chairman of the meeting, whose decision is final. A vote not disallowed under
such an objection is valid for all purposes.
Appointment of proxy
7.23
A Member entitled to attend and vote at a meeting of the Company may appoint a person as
the Member’s proxy to attend and vote for the Member at the meeting.
7.24
An appointment of a proxy is valid if it is signed by the Member making the appointment and
contains the following information:
(a) the Member’s name and address;
(b) the Company's name;
(c) the proxy's name or the name of the office held by the proxy;
(d) the meetings at which the appointment may be used; and
(e) and in the form as contained in annexure 2 of this Constitution (or as varied from
time to time by the Board),
16
and an appointment may be a standing one.
7.25
An undated appointment is to be taken to have been dated on the day it is given to the
Company.
7.26
An appointment may specify the way the proxy is to vote on a particular resolution. If it does:
(a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy
must vote that way;
(b) if the proxy has two or more appointments that specify different ways to vote on
the resolution, the proxy must not vote on a show of hands;
(c) if the proxy is the chairman, the proxy must vote on a poll, and must vote that way;
and
(d) if the proxy is not the chairman, the proxy need not vote on a poll, but if the proxy
does so, the proxy must vote that way.
If a proxy is also a Member, this article does not affect the way that the person can cast any
votes held by that person.
7.27
An appointment of a proxy does not need to be witnessed.
7.28
A later appointment revokes an earlier one to the extent of any inconsistency and if both
appointments could not be validly exercised at the meeting.
7.29
An instrument appointing a proxy is to be taken to confer authority to demand or join in
demanding a poll.
Deposit of proxy and other instruments
7.30
(a) An instrument appointing a proxy may not be treated as valid unless the instrument and
the power of attorney under which the instrument is signed or, in the case of an
unregistered power, a copy of that power or authority certified as a true copy, is or are
received by the Company at least 24 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes to vote at the
Registered Office the place of the meeting or at any other place specified for that
purpose in the notice convening the meeting.
(b) If the notice convening a general meeting specifies a facsimile number to which a proxy
and related materials may be sent then receipt by the facsimile machine on that number
of a complete and legible facsimile of the document will be taken as a receipt by the
Company at a specified place for the purposes of this article.
Validity of vote in certain circumstances
7.31
A vote given in accordance with the terms of an instrument of proxy or of a power of attorney
is valid notwithstanding:
(a) the previous death or unsoundness of mind of the principal; or
(b) the revocation of the instrument, or of the authority under which the instrument
was executed, or of the power,
if no intimation in writing of the death, unsoundness of mind or revocation has been received
by the Company at its Registered Office before the commencement of the meeting or
adjourned meeting at which the instrument is used or the power is exercised.
7.32
A vote cast by a person as a proxy is valid notwithstanding the previous revocation of that
person's authority by the death of the Member in respect of which the vote is cast or
otherwise unless a notice in writing of the revocation has been received at the Registered
Office or by the chairman of the meeting before the vote is cast.
17
Director entitled to notice of meeting
7.33
A Director is entitled to receive notice of and to attend all general meetings of the Company
and is entitled to speak at those meetings.
Auditor entitled to notice of meeting
7.34
The Company must give its auditor:
(a) notice of a general meeting in the same way that a voting Member is entitled to
receive notice; and
(b) any other communications relating to the general meeting that a voting Member is
entitled to receive.
8 Directors
Constitution of the board
8.1
The board shall consist of'
a)
Four Zone Directors elected from each of the zones defined in article 13; and
b)
one Director appointed by the Four Zone Directors.
President
8.2
At the first Directors' meeting following the annual general meeting the Directors must elect
from amongst themselves a President.
Vice-President
8.3
At the first Directors' meeting following the annual general meeting the Directors must elect
from amongst themselves a Vice-President
Rotation of Zone Directors
8.4
A Zone Director elected in accordance with this Constitution may not hold office for more
than two calendar years without submitting for re-election. At each Annual General meeting a
minimum of 2 Zone Directors elected in accordance with Article 8.1 must offer themselves
for re-election. The Zone Directors who are to retire by rotation at each Annual General
meeting are those who have been longest in office. As for Zone Directors who have been in
office an equal length of time, the Zone Director to retire is determined by drawing lots.
Casual vacancy
8.5
If a Director ceases to hold office by virtue of this Constitution, the Directors may appoint
another Member to fill the casual vacancy. A Director so appointed holds office only until the
next annual general meeting but is eligible for re-election.
8.6
The appointment made under article 8.5 may be terminated and replaced by the person having
the right to make the appointment.
8.7
A notice of appointment or removal must be in writing and is effective when the notice is
received by the Secretary.
First Directors
8.8
The Directors in office on the adoption of this Constitution and the positions held by them
are:
a)
Aldo Belmarte;
b)
Raymond Louis Hodge;
c)
John Roy Spencer; and
d)
Brian Anthony Bates.
18
The Directors referred to in articles 8.8 inclusive will hold office until the Director dies,
resigns or is removed from or otherwise vacates office under this Constitution.
9 Remuneration and expenses
Subject to the provisions of Articles 3.1(a) (i) and 17, a Director may not be paid any
remuneration for services as a Director but may be reimbursed out of the funds of the
Company such reasonable travelling, accommodation and other expenses as the Director may
incur when travelling to or from meetings of the Directors or a Committee or when otherwise
engaged on the affairs of the Company.
10 Vacation of office and conflict of interest
Vacation of office
10.1
The office of a Director is automatically vacated if the Director:
(a) ceases to be a Director by virtue of, or becomes prohibited from being a Director
because of an order made under, the Corporations Law;
(b) becomes bankrupt or insolvent or makes an arrangement or composition with
creditors of the Director's joint or separate estate generally;
(c) becomes of unsound mind or a person whose person or estate is liable to be dealt
with in any way under a Queensland law relating to mental health;
(d) resigns office by notice in writing to the Company or refuses to act; or
(e) is not present personally or by an Alternate Director or proxy at the meetings of the
Directors for a continuous period of three months without leave of absence from
the Directors.
Director's interests
10.2
A Director who has a material personal interest in a matter that is being considered at a
meeting of Directors:
(a) must not vote on the matter; and
(b) must not be present while the matter (or a proposed resolution of that kind) is
being considered at the meeting.
10.3
Article 10.2 does not apply:
(a) to an interest that the Director has:
(ii) as a Zone Director of the Company; and
(iii) in common with the other Zone Directors of the Company; or
(b) if the Directors have at any time passed a resolution that:
(i) specified the Director, the interest and the matter; and
(ii) states that the Directors voting on the resolution are satisfied that the interest
should not disqualify the Director from considering or voting on the matter.
10.4
A Director may, notwithstanding the Directors office and the fiduciary relationship
established by it:
(a) hold an office or place of profit (except that of Auditor or State Manager) under
the Company or under any body corporate in which the Company is a member or
otherwise interested;
19
(b) enter into a contract with the Company as vendor, purchaser or otherwise and
participate in any association, institution, fund, trust or scheme for past or present
employees or Directors of the Company or any of its predecessors or their
dependants or persons connected with them; and
(c) retain for the Director's own benefit any profit arising from any such office, place
of profit or contract and any pension, allowance or other benefit received because
of that participation.
10.5
A contract entered into by or on behalf of the Company is not void or voidable by reason only
that a Director is in any way directly or indirectly interested in it.
10.6
The Director may be counted in the quorum present at any Director's meeting at which the
contract, proposed contract or arrangement or other matter is considered if the Director is
permitted by the Corporations Law to be present during the consideration.
10.7
For the purposes of article 10.2, a director does not have an interest in a matter relating to an
existing or proposed contract of insurance merely because the contract insures, or would
insure, the Director against a liability incurred by the Director as an officer of the Company
or of a related body corporate. This article does not apply if the Company is the insurer.
10.8
A Director may, notwithstanding the Director's interest, and whether or not the Director is
entitled to vote, or does vote, participate in the execution of any instrument by or on behalf of
the Company and whether through signing or sealing the same or otherwise.
10.9
In article 10, where the context admits, "contract" includes an arrangement and a proposed
contract or arrangement.
10.10
This article does not apply in respect of pecuniary interest –
(a) that exists only by virtue of the fact that the member of the Board is a member of a
class of person for whose benefit the Company is established; or
(b) that the member of the Board has in common with all or a substantial proportion of
the members of the Company.
11 Powers of and duties of Directors
11.1
The business of the Company is to be managed by the Directors, who may exercise all such
powers of the Company as are not, by the Corporations Law or by this Constitution, required
to be exercised by the Company.
11.2
The Directors may borrow or raise money for the Company and secure the repayment,
satisfaction or performance thereof or of any debts liabilities contracts or obligations incurred
or under-taken by the Company in such manner and on such terms in all respects as they think
fit.
Appointment of attorney
11.3
The Directors may, by power of attorney, appoint any person or persons to be the attorney or
attorneys of the Company for the purposes and with the powers, authorities and discretions
vested in or exercisable by the Directors for such period and subject to such conditions as
they think fit but not less than once every three weeks.
11.4
Any such power of attorney may contain such provisions for the protection and convenience
of persons dealing with the attorney as the Directors think fit and may also authorise the
attorney to delegate all or any of the powers, authorities and discretions vested in the
attorney.
Minutes
11.5
The Directors must cause minutes of meetings to be made and kept in accordance with the
Corporations Law.
20
Execution of Company cheques, etc.
11.6
All cheques, promissory notes, bankers' drafts, bills of exchange and other negotiable
instruments, and all receipts for money paid to the Company, must be signed, drawn,
accepted, indorsed or otherwise executed, as the case may be, in such manner and by such
persons as the Directors determine from time to time.
12 Proceedings of Directors
Meetings
12.1
The Directors may meet for the despatch of business, adjourn and otherwise regulate their
meetings and proceedings as they think fit.
Quorum
12.2
Until otherwise determined by the Directors a majority of Directors present in person or by
proxy are a quorum.
Effect of vacancy
12.3
The continuing Directors may act notwithstanding a vacancy in their number.
Convening meetings
12.4
A Director may, and the Secretary on the request of a Director must, convene a meeting of the
Directors.
12.5
A Director who is not in Australia is not entitled to notice of a meeting of Directors other
than to an address in Australia nominated by him for the Company’s records.
Usual business at meetings
12.6
The usual business at a meeting of the Board shall include:
(a) to confirm the minutes of the last meeting;
(b) to deal with any items retained on the agenda from the previous meeting;
(c) to receive reports upon the activities of each Subcommittee;
(d) to receive reports from members of the Board charged with the responsibility for
agenda items;
(e) to discuss correspondence received and correspondence to be sent;
(f) to organise General Meetings and other functions; and
(g) such other business as may be notified to members of the Board.
Notice
12.7
The Secretary shall use his or her best endeavours to give notice of each meeting of the Board
(together with a proposed agenda and minutes of the previous meeting of the Board) to each
director of the Board at least 7 days before the meeting or such shorter period as all members
of the Board (other than any member on leave of absence approved by the Board) may agree
upon.
Appointment of proxy
12.8
A Director may attend and vote by proxy at a meeting of the Directors if the proxy is a
Director and has been appointed by writing under the hand of the appointor or by telegram,
facsimile or other form of visible communication from the appointor. Such an appointment
may be general or for any particular meeting or meetings.
21
Chair
12.9
The President is entitled to preside at meetings of the Directors but, if the President is not
present and able and willing to act within 15 minutes after the time appointed for a meeting or
has signified an intention not to be present and able and willing to act, the following may
preside (in order of entitlement): the Vice-President, a Director chosen by a majority of the
Directors present.
How questions decided
12.10
Questions arising at a meeting of the Directors are to be decided by a majority of votes and in
the event of an equality of votes the chairman of the meeting has a casting vote. The chairman
has a discretion both as to whether or not to use the casting vote and as to the way in which it
is used.
Committees
12.11
The Directors may delegate any of their powers to committees consisting of such Director or
Directors and others as they think fit and may revoke that delegation.
12.12
A Committee in the exercise of the powers so delegated must conform to any regulations
imposed by the Directors.
12.13
Subject to article 12.12, the meetings and proceedings of a Committee consisting of two or
more Directors are governed by the provisions of this Constitution as to the meetings and
proceedings of the Directors so far as they are applicable.
Written resolution
12.14
A resolution in writing signed by all the Directors who are then in Australia or all the
members of a Committee who are then in Australia, in either case being at least a quorum, is
as valid and effectual as if it had been passed at a meeting of the Directors or Committee duly
called and constituted at the time the resolution was last signed and may consist of several
documents in like form each signed by one or more of the Directors or members.
Use of technology
12.15
A Directors' meeting may be called or held using any technology provided for in articles 6.17
to 6.20 and any other manner as consented to by each Director. The consent may be a
standing one. A Director may only withdraw consent within a reasonable period before the
meeting.
Validity of acts of Directors
12.16
All acts of the Directors, a Committee or a person acting as a Director or Committee or
member of a Committee are valid notwithstanding that it is afterwards discovered that there
was some defect in the appointment, election or qualification of them or any of them or that
they or any of them were disqualified or had vacated office.
13 Zones
Membership
13.1
The members of a Zone will be those Members owning and/or managing a bowling centre
located within the geographic area encompassed by the Zone, except that those centres owned
by AMF will not be included .
13.2
Every member located within the geographical borders of NSW & the ACT will be regarded
as a member of the NSW Zone.
13.3
Every member located within the geographical borders of Victoria & Tasmania will be
regarded as a member of the Victorian/Tasmanian Zone.
22
13.4
Every member located within the geographical borders of Queensland will be regarded as a
member of the Queensland Zone.
13.5
Every member located within the geographical borders of South Australia, Western Australia
& the Northern Territory will be regarded as a member of the South Australia, Western
Australia & Northern Territory Zone.
14 By-laws
14.1
The Directors have the power to make such by-laws as are in their opinion necessary and
desirable for the proper control, administration and management of the Company's affairs.
14.2
Notwithstanding the provisions of article 14.1, the Company in general meeting may amend
or repeal any by-law made by the Directors.
14.3
A by-law:
(a) is subject to this Constitution;
(b) must not be inconsistent with any provision of this Constitution; and
(c) is binding on all Members and has the same effect as a provision of this
Constitution.
15 Chief Executive Officer
Appointment and removal
15.1
The Directors may appoint a person (who may be a member or Director) to the office of Chief
Executive Officer either for a fixed term or without limitation as to period of appointment but
not for life, and may remove a person so appointed and appoint another instead.
Remuneration
15.2
The Directors will determine the terms of appointment including the remuneration of a Chief
Executive Officer.
Powers
15.3
The Directors may confer on an Chief Executive Officer such of the powers conferred on the
Directors by this Constitution, for such time, to be exercised for such purposes, on such terms
and with such restrictions as they think fit and all or any of those powers may be conferred
collaterally with but not to the exclusion of the powers of the Directors and may be revoked
or varied by the Directors.
16 Alternate Directors
16.1
Subject to the Corporations Law, a Director may appoint a person, approved by a majority of
the other Directors, to be an alternate Director in the Director's place during such period as
the Director thinks fit (“Alternate Director”).
16.2
An Alternate Director is entitled to notice of all meetings of the Directors and, if the
appointor does not attend a meeting, is entitled to attend and vote in the appointor's place.
16.3
An Alternate Director may exercise all the powers except the power to appoint an Alternate
Director and, subject to the Corporations Law, may perform all the duties of the appointor
insofar as the appointor has not exercised or performed them.
16.4
Whilst acting as a Director, an Alternate Director is responsible to the Company for the
Alternate Director's own acts and defaults and the appointor is not responsible for them.
23
16.5
The appointment of an Alternate Director may be terminated at any time by the appointor
notwithstanding that the period of the appointment of the Alternate Director has not expired,
and terminates in any event if the appointor ceases to be a Director.
16.6
An appointment, or the termination of an appointment, of an Alternate Director must be
effected by a notice in writing signed by the Director who makes or made the appointment
and delivered to the Company.
16.7
An Alternate Director is not to be taken into account separately from the appointor in
determining the number of Directors.
17 Secretary and Treasurer
The Secretary and Treasurer shall hold office on such terms and conditions, as to
remuneration and otherwise, as the Board determine.
18 Seals
Common and duplicate common seal
18.1
The Company may have:
(a) a common seal; and
(b) a duplicate common seal, which must be a copy of the common seal with the words
"duplicate seal" or "certificate seal" added.
18.2
The Directors must provide for the safe custody of any seal of the Company.
Use of common seal
18.3
The common seal may be used only by the authority of the Directors, or of a committee of the
Directors authorised by the Directors to authorise the use of the common seal. Every
document to which the common seal is affixed must be signed by a Director and be
countersigned by another Director, a Secretary or another person appointed by the Directors
to countersign that document or a class of documents in which that document is included.
19 Inspection of books
Subject to the Corporations Law and any resolution of the Company, the books and
documents of the Company or any of them will be open to inspection by the Members and
other persons upon reasonable notice in writing.
20 Notices
Service of notices
20.1
The Company may give notice to a Director or a Zone Director:
(a) personally;
(b) sending it by post to an address in Australia nominated by the Zone Director; or
(c) by sending it to a fax number or electronic address in Australia nominated by the
Zone Director.
20.2
The Company is not bound to give any notice to a Member other than to the address in
Australia nominated by him or her for the Company’s records.
20.3
If a notice is sent by post, delivery of the notice is taken to be effected by properly
addressing, prepaying and posting a letter containing the notice, and the notice is taken to
have been delivered on the day after the date of its posting.
24
20.4
If a notice is sent by facsimile or electronic transmission, delivery of the notice is to be taken
to be effected by properly addressing and transmitting the facsimile or electronic
transmission, and to have been delivered on the day following its despatch.
21 Audit and accounts
Company to keep accounts
21.1
The Directors must cause the Company to keep accounts of the business of the Company in
accordance with the requirements of the Corporations Law.
Company to audit accounts
21.2
The Directors must cause the accounts of the Company to be audited in accordance with the
requirements of the Corporations Law.
22 Winding up
If on the winding up or dissolution of the Company there remains, after satisfaction of all its
debts and liabilities, any property whatever, that property may not be paid to or distributed
among the members of the Company, but must be given or transferred to another organisation
which has similar objects to the Company and which by its constitution is required to apply
its profits (if any or other income) in promoting its objects and is prohibited from paying any
dividend to its members. The organisation is to be determined by the Zone Directors at or
before the time of dissolution or, failing such a determination, by a judge who has or acquires
jurisdiction in the matter.
23 Indemnity
Indemnity of officers
23.1
Every person who is or has been a director, secretary or executive officer of the Company is
entitled to be indemnified, to the maximum extent permitted by law, out of the property of the
Company against any liabilities for costs and expenses incurred by that person:
(a) in defending any proceedings relating to that person's position with the Company,
whether civil or criminal in which judgment is given in that person's favour or in
which that person is acquitted or which are withdrawn before judgment; or
(b) in connection with any administrative proceedings relating to that person's position
with the Company, except proceedings which give rise to civil or criminal
proceedings against that person in which judgment is not given in that person’s
favour or in which that person is not acquitted or which arise out of conduct
involving a lack of good faith; or
(c) in connection with any application in relation to any proceedings relating to that
person's position with the Company, whether civil or criminal, in which relief is
granted to that person under the Corporations Law by the court.
23.2
Every person who is or has been a director, secretary or executive officer of the Company is
entitled to be indemnified, to the maximum extent permitted by law, out of the property of the
Company against any liability to another person (other than the Company or a related body
corporate) as such an officer unless the liability arises out of conduct involving a lack of good
faith.
Insurance
23.3
The Company may pay a premium for a contract insuring a person who is or has been a
director, secretary or executive officer of the Company and its related bodies corporate
against:
25
(a) liability incurred by that person as such an officer which does not arise out of
conduct involving a wilful breach of duty in relation to the Company or a
contravention of Section 232 of the Corporations Law; and
(b) any liability for costs and expenses incurred by that person in defending
proceedings relating to that person's position with the Company, whether civil or
criminal, and whatever their outcome.
24 Grievance Procedure
24.1
Any dispute under the rules between a member and another member or a member and the
Association must, unless all parties to the dispute otherwise agree, be dealt with as outlined in
this article 24.
24.2
Any party to a dispute as outlined in (article 24.1) may by notice in writing refer the dispute
to the Board for determination in favour of that party ( the "Applicant") and must serve a
copy of the notice upon all other parties to the dispute.
24.3
The notice must provide details of:
(a) all parties to the dispute;
(b) the nature of the dispute under the Constitution ; and
(c) and may contain such submissions of reasonable length and evidence which the
Applicant thinks fit.
24.4
Within 30 days of being served with a copy of the notice, any other party to the dispute may
make a written submission to the Board containing such submissions and evidence that party
thinks fit and serve a copy of that submission on the Applicant.
24.5
Within 60 days of receipt of a notice under article 24.4, the Board shall conduct a hearing to
determine the dispute at which it shall hear any further submissions and evidence any party to
the dispute wishes to present.
24.6
Any party to the dispute may appoint any person (other than a legal practitioner) to act on
behalf of that party in the above procedures.
24.7
The above procedures must be implemented in accordance with the common law rules of
natural justice.
24.8
A determination made by the Committee under the above procedures is final and binding on
all parties to the dispute and no appeal lies from a determination to a court .
25 Alteration of Constitution
This Constitution or any other Constitution for the time being in force, may be altered,
rescinded or repealed and new articles may be made by special resolution passed by at least
75% of the votes cast by members of the Company present in person or by proxy and entitled
to vote on the resolution in a general meeting in the manner prescribed by the Corporations
Law. Nothing whether contained in the Constitution for the time being in force or otherwise
howsoever shall be construed as implying or creating any privilege, priority or right in favour
of any member so as to limit the power of the Company at any time to alter rescind or repeal
the same to make new articles in their place.
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ANNEXURE 1
APPLICATION TO BECOME A MEMBER OF
AUSTRALIAN BOWLING PROPRIETORS ASSOCIATION LIMITED
I _____________________________ the owner/operator of _____________________________
(Insert name of bowling centre- attach list if more than one) hereby apply for membership of THE
AUSTRALIAN BOWLING PROPRIETORS ASSOCIATION LIMITED
I understand and agree that if elected to membership I will be bound by the Constitution of the Association .
I submit the following information for the Association records:
NAME OF CENTRE:
____________________________________________________
REGISTERED OWNER:
____________________________________________________
ABN OR ARBN IF COMPANY:
________ - _________ - _________ - ________
DIRECTORS IF COMPANY:
1.
________________________________________________
2. ________________________________________________
3. ________________________________________________
4. ________________________________________________
REGISTERED ADDRESS:
Street: ______________________________________
Suburb & PostCode:___________________________________________________
POSTAL ADDRESS: _________________________________________________
Suburb & PostCode:___________________________________________________
PHONE NO.: _____________ FAX NO.: ______________ EMAIL: __________________
I acknowledge receipt of a copy of the Associations Constitution AND ENCLOSE CHEQUE FOR
$ ____________ being the entrance fee & initial years membership of $10.00 per lane.
Signed: __________________________________ Date: ____________________________________
ANNEXURE 2
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PROXY FORM FOR
AUSTRALIAN BOWLING PROPRIETORS ASSOCIATION LIMITED
I, ______________________________, of _________________________________, being
A member of the abovementioned Association appoint _____________________________, of
________________________________________, as my proxy to vote for me on my behalf at
the Annual General Meeting of the Association, to be held on _________________________,
and at any adjournment thereof.
Signed this ______________________________ day of ____________________, _________.
____________________________
Signature
This form is to be used *in favour of the resolution.
*against
*Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as he/she thinks fit)
The instrument appointing a proxy shall be deposited with the Secretary prior to the
commencement of any meeting at which the person named in the instrument purposes to vote.
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