Eaglemont Tennis Club Incorporated

Incorporated under the Associations Incorporation Reform Act 2012

Registration Number A11521F

Rules

1. NAME OF ASSOCIATION

The Association shall be called Eaglemont Tennis Club Incorporated (hereinafter referred to as the Club) and the Club Colours shall be light blue and dark blue.

2. PURPOSES

The purposes of the Club are:

    1. To promote the sport of tennis.
    2. To foster goodwill amongst the members.
    3. To provide competitive and social tennis for all members.
2. INTERPRETATION

"The Act" means the Associations Incorporation Reform Act 2012 and "Regulations" means the regulations (714 kB) made under the Act.

4. MEMBERSHIP
  1. Members shall consist of Officers, Life Members, Full Members and Junior Full Members.
  2. The Secretary, or the Treasurer, shall keep and maintain a register of members in which shall be entered the full name, address and date of entry of the name of each member and the register shall be available for inspection by members at the address of the Secretary or Treasurer.
    1. A member of the Club who has paid all moneys due and payable by him to the Club may resign from the Club by first giving one month's notice in writing to the Secretary of his intention to resign, and upon the expiration of that period of notice, the member shall cease to be a member.
    2. Upon the expiration of a period of notice given under sub-clause (a), the Secretary shall make in the register of members an entry recording the date on which the member by whom the notice was given, ceased to be a member.
    3. A member who resigns or is expelled is not entitled to repayment of subscriptions or entry fees.
5. OFFICERS

The Officers of the Club shall consist of a President, two (2) Vice-Presidents, a Secretary, and a Treasurer, all of whom shall be elected at each Annual General Meeting and shall hold office until the next Annual General Meeting but shall be eligible for re-election. All Officers must be Full Members of the Club.

6. COMMITTEES
  1. GENERAL MANAGEMENT COMMITTEE
    1. The business and affairs of the Club shall be controlled by a General Management Committee (hereinafter referred to as the G.M.C.).

      The G.M.C. shall consist of the Officers together with

      1. three general committee members who shall include at least one man and one woman who shall be elected at each Annual General Meeting,
      2. the Convenor of the Selection and Tournament Committee,
      3. the Convenor of the Junior Management Committee, and
      4. a Mid-week Competition Delegate.

      All G.M.C. members must be Full Members.

      The G.M.C. shall meet to conduct the affairs of the Club at such times as the G.M.C. shall decide and at least nine (9) times every year. Five (5) members shall constitute a quorum.

    2. The G.M.C.
      1. shall control and manage the business and affairs of the Club;
      2. may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Club other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Club; and
      3. subject to these Rules, the Regulations and the Act, has power to perform all such acts and things as appear to the G.M.C. to be essential for the proper management of the business and affairs of the Club.
    3. The President shall be the Chairman of the G.M.C. or in his absence one of the Vice-Presidents or other member of the G.M.C. as shall be voted on at that meeting.
    4. Minutes of each meeting of the G.M.C. shall be kept by the Secretary and at the next meeting of the G.M.C. shall be submitted for confirmation or otherwise. Upon a member requesting in writing that a copy of the minutes be made available to him, the G.M.C. shall decide in its absolute discretion what minutes, if any, are to be made available to that member and the terms upon which they are to be made available to him and a copy of those minutes such(sic) be made available to him in accordance with the G.M.C.'s determination.
    Note: The latter part of (d) above is subject to an additional rule determined by Consumer Affairs Victoria (see the end of this page).
  2. SELECTION AND TOURNAMENT COMMITTEE
    1. A Selection and Tournament Committee (hereinafter referred to as the S.T.C.) consisting of five (5) Full Members shall be elected at each Annual General Meeting.
    2. The S.T.C. shall include a minimum of two (2) women and a minimum of two (2) men.
    3. The S.T.C. shall include at least one (1) member with either V.T.A. or Tennis Victoria Pennant competitive experience.
    4. Any member who is also a competitively active member of a club that fields teams against the Club in competition within the jurisdiction of the S.T.C. shall be ineligible for election thereto, unless expressly sanctioned by those members present at the meeting where the results of the elections are declared.
    5. The S.T.C. shall nominate one of its members to be the Selection and Tournament Convenor. The nomination is subject to ratification by the G.M.C. The Convenor shall notify every member of the S.T.C. of every forthcoming meeting of the S.T.C. A quorum of three (3) shall apply to every meeting of the S.T.C. The Convenor shall be the Chairman of the S.T.C. or in his or her absence such member of the S.T.C. as elected by the S.T.C.
    6. The S.T.C. shall have the sole right of selection and grading of teams entered by the Club for match play in both V.T.A. Pennant and weekend District Competition other than for junior team selection. Night Competition team selection and grading shall be done by the S.T.C. in consultation with the Night Tennis Convenor who shall be appointed by the G.M.C.
    7. The S.T.C. shall be responsible for conducting the Club singles and doubles championships.
    8. The S.T.C. shall be responsible for organising all Club tournaments of a social nature.
    9. The G.M.C. may fill vacancies on the S.T.C. that may occur for any cause whatsoever and any member so appointed shall hold office until the next Annual General Meeting.
  3. MIDWEEK COMPETITION TEAM SELECTION

    Teams entered for play in midweek day competitions conducted by any of the associations with which the Club is affiliated shall be selected by the respective team captains or their nominated representatives for the particular competition, plus a match secretary for each competition who shall be appointed by the G.M.C.

    One of the match secretaries shall be appointed by the G.M.C. to represent the Midweek players on the G.M.C. (called the Midweek Competition Delegate).

  4. JUNIOR MANAGEMENT COMMITTEE
    1. A Junior Management Committee (hereinafter referred to as the J.M.C.) consisting of three (3) members will be elected at each Annual General Meeting. The J.M.C. shall nominate one of its members to be the Junior Tennis Convenor. The nomination is subject to ratification by the G.M.C. The Convenor shall be the Chairman of the J.M.C. or in his or her absence such member of the J.M.C. as elected by the J.M.C.
    2. The J.M.C. will be responsible for junior team selection.
    3. The G.M.C. may fill vacancies on the J.M.C. that may occur for any cause whatsoever and any member so appointed shall hold office until the next Annual General Meeting.
7. ELECTION OF MEMBERS

A person is eligible for membership and to become a member of the Club must apply to become a member and be approved by the G.M.C. in its absolute discretion. The G.M.C. may regulate the number of members in its absolute discretion.

8. FULL MEMBERS

Full Members shall be entitled to exercise all the rights and privileges of membership, including the right to:

  1. the use of the Club's courts and facilities at all times, subject to availability and any By-Laws or directions made by the G.M.C.
  2. receive notices of General Meetings, submit items of business for consideration at General Meetings, attend and vote at General Meetings and access to(sic) copies of the minutes of General Meetings as provided under Rule 17;
  3. inspect the register of members as provided under Rule 4;
  4. access to(sic) copies of the minutes of the G.M.C. as provided under Rule 6;
  5. inspect the Club's books and documents and securities as provided under Rule 32;
  6. stand for election to the(sic - a) committee or to be an Officer subject to Rules 5, 18 and 20.
9. JUNIOR FULL MEMBERS

Only persons under the age of 21 years may be Junior Full Members, provided that a Junior Full Member attaining the age of 21 years after the first day of any financial year may continue as a Junior Full Member until the end of that financial year. On ceasing to be eligible to remain a Junior Full Member a Junior Full Member shall be entitled to become a Full Member subject to the approval of the G.M.C.

Junior Full Members shall be entitled to the use of the Club's courts and facilities similarly to Full Members but shall not be entitled to any other rights and privileges of membership.

10. LIFE MEMBERS

A General Meeting of the Club may elect any person to be a Life Member who will be entitled during his or her lifetime to all the rights and privileges of Full membership without payment of any fees or levies. Election of a Life Member may only be made of persons nominated by the G.M.C. for special services rendered to the Club and that not more than two (2) Life Members be elected in any one (1) year.

11. USE OF COURTS AND FACILITIES

Notwithstanding the general provisions contained in these Rules relating to such use by members of any class the G.M.C. shall have power to make By-Laws relating to the use of the Club's courts and facilities by members of all or any class and may grant the sole and exclusive use of the courts and facilities to any person or persons not necessarily club members for such a period and on such terms as it thinks fit.

12. ANNUAL SUBSCRIPTIONS AND ENTRANCE FEES

The Annual Subscription and Entrance Fees shall be as fixed by the Annual General Meeting and remain current until so altered.

The G.M.C. shall have power to make a levy upon members proportionate to the Annual Subscriptions, such levy not to exceed in any one (1) year more than 20% of the annual subscription without sanction from a General Meeting.

13. MEMBERS DEFAULTING
  1. In the event of any member not paying his or her subscriptions by 31 October in any year and such money as may be levied within thirty (30) days of demand, the G.M.C. may cancel such person's membership.
    1. The G.M.C. may by resolution -
      1. expel a member from the Club;
      2. suspend a member from membership of the Club for a specified period; or
      3. fine a member in accordance with the Regulations -

        if the G.M.C. is of the opinion that the member -
      4. has refused or neglected to comply with these Rules or the By-Laws; or
      5. has been guilty of conduct unbecoming a member or prejudicial to the interests of the Club.
    2. A resolution of the G.M.C. under sub-clause (a) -
      1. does not take effect unless the G.M.C. at a meeting held not earlier than fourteen (14) days after the service on the member of a notice advising the member of its resolution confirms the resolution in accordance with this clause; and
      2. After receiving the notice referred to in clause (2)(b)(i) above the member may forward a written statement to the G.M.C. to be considered by it prior to its confirming the resolution or may advise the Secretary in writing that he or she wishes to appear before the G.M.C. to answer any allegations or make any statement and the Secretary shall notify the member of the time, date and venue of the next G.M.C. meeting and the member may address the meeting prior to the G.M.C. confirming the resolution.
  3. Any member retiring, resigning or ceasing to remain a member from any cause whatsoever shall have no claim on any portion of the Club's property or assets.
14. ACQUIESCENCE

Payment of the Subscription shall imply a member's acquiescence in these Rules and By-Laws of the Club and these Rules shall constitute the terms of a contract between the Club and the member.

15. DISPUTE RESOLUTION
  1. If there is a dispute between a member and another member relating to Club matters, the members in dispute and a G.M.C. member, selected by the G.M.C., shall meet within three months after it comes to the attention of the G.M.C. that there is a dispute. If the members in dispute are unable to resolve the dispute at the meeting, or if one or more members in dispute or the selected G.M.C. member fails to attend the meeting, the members may seek to resolve the dispute in accordance with the Act or otherwise at law.
  2. If there is dispute between a member and the Club after the avenues provided for under these Rules or by the By-Laws have been exhausted, the member and a G.M.C. member, selected by the G.M.C., shall meet within three months after it comes to the attention of the member and the G.M.C. that there is a dispute remaining after the exhaustion of all appeals provided for under these Rules or the By-Laws. If the member and the Club are unable to resolve the dispute at the meeting, or if the member or the selected G.M.C. member fails to attend that meeting, the member or the Club may seek to resolve the dispute in accordance with the Act or otherwise at law.
16. FINANCIAL YEAR

The Financial year shall be from August 1st to July 31st of the following year.

17. GENERAL MEETING

The Annual General Meeting of the Club shall be held on a date nominated by the G.M.C. and shall be within one (1) month of the beginning of the financial year for the reception and adoption of the Annual report and Balance Sheet of the previous financial year, the election of Officers, the G.M.C., S.T.C. and the J.M.C. and the transaction of any other business that may be brought forward.

A Special General Meeting may be called at any time by the President or by the G.M.C., or by requisition in writing to the President or Secretary signed by ten (10) or more members. At least seven (7) days notice in writing of a Special General Meeting shall be given by email, post or delivery to each member entitled to vote thereat. The notice shall include a brief description of the business of the meeting. Only business described in the notice shall be dealt with at the Special General Meeting.

At least twenty-one (21) days notice in writing of the Annual General Meeting shall be given by email, post or delivery to each member entitled to vote thereat.

At least fourteen (14) days notice of motions to be voted on at the Annual General Meeting shall be given in writing by email, post or delivery to each member entitled to vote thereat.

Only Officers, Full Members and Life Members shall be entitled to vote at General Meetings.

The President, failing whom a Vice-President and failing them a Full Member elected from those present at the meeting, shall be Chairman of a General Meeting.

Twelve (12) members present and entitled to vote thereat shall constitute a quorum at a General Meeting. If a quorum be not present half an hour after the time fixed for the meeting the meeting shall stand adjourned for fourteen (14) days and seven (7) days notice of such adjournment shall be given in writing to those entitled to be present. Two (2) or more persons present at any such adjourned meeting shall constitute a quorum.

Minutes of each General Meeting shall be kept by the Secretary and at the next General Meeting shall be submitted for confirmation or otherwise. Copies of the minutes shall be made available to a member upon request in writing in accordance with the Act.

Note: The latter part of the paragraph above is subject to an additional rule determined by Consumer Affairs Victoria (see the end of this page).

A notice which is emailed,

    1. by the Secretary, another member of the G.M.C. authorised by the G.M.C. to do so or another member authorised by the G.M.C. to do so,
    2. to the email address of the member recorded in the register of members,
    3. at least 2 business days prior to the date on which notice is required to be given,

shall be deemed to have been given to the member to whom it is addressed.

A notice which is posted,

    1. by the Secretary, another member of the G.M.C. authorised by the G.M.C. to do so or another member authorised by the G.M.C. to do so,
    2. in an envelope with postage paid and addressed to the address of the member recorded in the register of members,
    3. at least 2 business days prior to the date on which notice is required to be given,

shall be deemed to have been given to the member to whom it is addressed.

18. ELECTION OF OFFICERS, OTHER MEMBER OF G.M.C. S.T.C. AND JUNIOR MANAGEMENT COMMITTEE

Nominations shall be in writing in such form as the G.M.C. approves. Nominations must be signed by the proposer, seconder and nominee and must be lodged with the Secretary by the date notified by the Secretary which date shall be not less than fourteen (14) days prior to the Annual General Meeting.

Names shall be posted in the Club House in order of nomination at least one (1) week prior to the Annual General Meeting.

Unless with approval of the G.M.C.,

    1. no person shall be eligible for nomination to the G.M.C. until he or she shall have been a member of the Club for a period of at least twelve (12) months,
    2. No person shall be eligible for nomination as President unless he or she has been a member of the G.M.C., S.T.C. or J.M.C. for a period of at least twelve (12) months.

If in any year there are more candidates nominated than the vacancies, there shall be an election to be held by ballot.

Ballot papers showing the names of all nominees shall be given by email, post or delivery to all members entitled to vote at General Meetings not less than seven (7) days prior to the meeting at which the ballot is to be held.

Every voter must vote for as many candidates as there are vacancies or the vote will be invalid, and every voter shall so vote by striking out on the ballot paper the name of each candidate for whom he does not wish to vote so as to leave not struck out the names of as many candidates as there are vacancies.

The completed ballot papers must be lodged with the Secretary, or placed in a ballot box provided for that purpose, not later than the commencement of the Annual General Meeting. Postal and absentee votes must be signed or enclosed in a sealed envelope bearing the voter's signature, such sealed envelopes to be placed in the ballot box unopened.

The ballot shall be closed at the commencement of the meeting. The Chairman shall appoint two (2) or more scrutineers to count the votes. The Chairman shall declare elected to each vacancy the candidate therefore receiving the most votes, provided that in the event of an equality of votes in favour of more than one (1) candidate for any vacancy or vacancies the Chairman shall have as many additional votes as there are vacancies.

In the event of there being insufficient nominations for any vacancies, any such vacancies shall be filled at the Annual General Meeting by ballot conducted thereat among candidates nominated at the meeting.

19. VOTING AT MEETING

Except as provided for election of Officers and G.M.C., S.T.C. and J.M.C., matters arising at any meeting shall be decided by show of hands, provided that a ballot shall be taken if required by three (3) or more persons entitled to vote thereon. In the event of an equality of votes on any matter the Chairman of the meeting shall have a second (casting) vote.There is no entitlement to vote by proxy at a General Meeting.

20. ABSENTEE OFFICERS AND G.M.C. MEMBERS

For the purposes of these Rules, the office of an Officer of the Club or of an ordinary member of the G.M.C. becomes vacant if the Officer or ordinary member-

    1. ceases to be a member of the Club;
    2. dies;
    3. becomes an insolvent under administration within the meaning of the relevant law;
    4. becomes a represented person within the meaning of the Guardianship and Administration Act 1986;
    5. resigns his office by notice in writing given to the G.M.C.;
    6. is removed from office by special resolution;
    7. absents himself or herself from three (3) consecutive meetings without a satisfactory explanation given to the G.M.C.
    8. a statutory manager is appointed under the Act to conduct the affairs of the Club; or
    9. in the case of the Secretary, the Secretary ceases to reside in Australia;

It shall be in the power of the G.M.C. to fill all vacancies that may occur from any cause whatsoever, and any member so appointed shall hold office until the next Annual General Meeting.

The remaining members of the G.M.C. may act notwithstanding any vacancy in their body.

21. DEPUTY OFFICERS AND SUB-COMMITTEES

The G.M.C. may appoint members of the Club as deputy officer, match secretaries, or to sub-committees.

Sub-committees are not allowed to involve the Club in any liabilities and must in all cases act under the direction and control of the G.M.C.

They shall submit reports from time to time to the G.M.C. Any deputy officer, match secretary, or any sub-committee may be elected by the General Meeting in lieu of the G.M.C.

22. DUTIES OF SECRETARY

The Secretary shall:

    1. perform any duty or function required under the Act to be performed by the secretary of an unincorporated association;
    2. keep full and accurate minutes of all General Meetings of the Club and all meetings of the G.M.C. and submit same for confirmation or otherwise at the next respective meeting;
    3. receive and conduct all correspondence and communications on behalf of the Club (provided that the Convenors and any match secretary appointed may correspond and communicate directly with an association on matters pertaining to the conduct of the particular competition for which they are responsible);
    4. prepare the Annual Report to be presented at the Annual General Meeting;
    5. keep custody of the common seal of the Club;
    6. provide members with access to the minutes of General Meetings, and of the G.M.C. and other books and documents subject to these Rules and the Act; and
    7. carry out the directions of the G.M.C. and keep all necessary records pertaining to the business of the Club other than the fincancial records referred to in Rule 23.
23. DUTIES OF TREASURER

The Treasurer shall:

    1. keep true accounts and books of the assets and liabilities of the Club, the sums of money received and expended by the Club, the matter in respect of which such receipt and expenditure take place, showing the financial affairs of the Club, and the particulars usually shown in books of account of a like nature;
    2. at the Annual General Meeting submit to members a statement showing under the different headings the income and expenditure for the period of twelve (12) months succeeding that embraced by the then last statement; and
    3. have charge of the bank books and shall(sic) produce same at all meetings of the Club.
24. DISBURSEMENTS

The Treasurer shall make no disbursement of the Club's funds without the sanction of the G.M.C.

All cheques must be signed by two (2) members of the G.M.C.

25. AUDITORS

At least one (1) Auditor shall be appointed at the Annual General Meeting whose duty it shall be to examine all books and documents relating to financial affairs of the Club and report on same at the next Annual General Meeting.

The Auditors shall at all reasonable times have access to the books, accounts, vouchers, etcetera, of the Club, and may call upon any person for information or explanation they may require in relation to such accounts.

The Auditor shall not be a member of the G.M.C.

The Auditor may appoint a duly qualified person as an alternate or additional Auditor, subject to the approval of the G.M.C.

The G.M.C. may not remove an Auditor but may appoint an Auditor if a vacancy occurs due to the death, incapacity or unavailability of the Auditor and there is no alternate or additional Auditor.

26. FUNDS

The funds of the Club shall be derived from entrance fees, annual subscriptions, donations and other sources as the G.M.C. determines.

27. DISSOLUTION
  1. The Club shall not be dissolved or disbanded, without the consent of four fifths (4/5) of those persons entitled to be present and vote at General Meetings.
  2. In the event of the winding up of the Club, after payment of all liabilities, the remaining assets shall be donated to an approved charity, nominated by the G.M.C.
28. BY-LAWS

The G.M.C. shall have power to make By-Laws, to alter, amend or rescind them as occasion may require, but such By-Laws must not be in anyway opposed or contradictory to these Rules or the Act.

29. RESOLUTIONS BINDING ON MEMBER

All resolutions passed at an Annual or Special General Meeting of the Club shall be conclusive and binding on the members of the Club whether they be present at such meeting or not, provided that such meeting is held in conformity with these Rules and the Act.

30. ALTERATION TO RULES

These Rules and the Statement of Purposes of the Club(sic - now in these Rules) shall not be altered, added to or rescinded except in accordance with the Act.

31. IMPROPER USE OF INFORMATION RECORDED ON REGISTER OF MEMBERS

A member, including an Officer, must not disclose information about another person obtained from the register of members unless:

    1. the use or disclosure of the information is directly related to the management or purposes of the Club; and
    2. the person using or disclosing it has the authorisation of:
      1. the G.M.C.;
      2. the S.T.C. provided it has the authority to so authorise; or
      3. the J.M.C. provided it has the authority to so authorise.
32. MISCELLANEOUS
  1. The common seal of the Club shall be kept in the custody of the Secretary.
  2. The common seal shall not be affixed to any instrument except by the authority of the G.M.C. and the affixing of the common seal shall be attested by the signatures of any two (2) officers.
  3. The books, documents and securities of the Club shall be kept in the custody or control of the Secretary or Treasurer and shall be available for inspection by any member by arrangement at such times as are convenient to the Secretary or Treasurer.
33. MODEL RULES

Wherever there is no provision in these Rules, the Model Rules (140 kB), prescribed by the Act and the Regulations, apply.


Note: Consumer Affairs Victoria has determined that the following Model Rule 75 will apply to the Club:
  1. Members may on request inspect free of charge—
    1. the register of members;
    2. the minutes of general meetings;
    3. subject to subrule (2), the financial records, books, securities and any other relevant document of the [Club], including minutes of [G.M.C.] meetings.
  2. The [G.M.C.] may refuse to permit a member to inspect records of the [Club] that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the [Club].
  3. The [G.M.C.] must on request make copies of these [R]ules available to members and applicants for membership free of charge.
  4. Subject to subrule (2), a member may make a copy of any of the other records of the [Club] referred to in this [R]ule and the [Club] may charge a reasonable fee for provision of a copy of such a record.
  5. For purposes of this [R]ule—
    relevant documents means the records and other documents, however compiled, recorded or stored, that relate to the incorporation and management of the [Club] and includes the following—
    1. its membership records;
    2. its financial statements;
    3. its financial records;
    4. records and documents relating to transactions, dealings, business or property of the [Club].
In the above, words in square brackets have been 'particularised' from the general definitions in the Model Rules (140 kB).

Apart from the above, a without-prejudice review has suggested that for the purposes of Rule 33, the relevant Model Rules are:
  • 5 Powers of association
  • 6 Not for profit organisation
  • 7 Minimum number of members
  • 10 Consideration of application
  • 11 New membership
  • 15 Rights not transferable
  • 35 Use of technology (at general meetings)
  • 43 Delegation (by the G.M.C.)
  • 45 General duties (of G.M.C. members)
  • 59 Notice of (G.M.C.) meetings
  • 60 Urgent (G.M.C.) meetings
  • 61 Procedure and order of business (at G.M.C. meetings)
  • 62 Use of technology (at G.M.C. meetings)
  • 65 Conflict of interest (of G.M.C. members)
  • 67 Leave of absence (from G.M.C. meetings)
  • 69 Management of funds
  • 70 Financial records
  • 71 Financial statements
  • 73 Registered address
  • 74 Notice requirements