RWA Constitiution 2021

 

CONSTITUTION OF THE

AUSTRALIAN FEDERATION OF RACE WALKING CLUBS

INCORPORATED Known as RACEWALKING AUSTRALIA.

  1. INTERPRETATION

The regulations contained in the Associations Incorporation Act 1984 shall apply to the Federation throughout this Constitution and By-Laws.

The provisions of the “Interpretation Act 1987” apply to, and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act;

2.             DEFINITIONS

The following shall have the meanings respectively assigned to them herein unless there be something in the subject or context inconsistent therewith:-

  • “By-laws” and “Rules” mean by-laws and rules made pursuant to these Articles;
  • “Financial year” means a period of 12 months commencing on 1 April in any year;
  • “General Conference” means a general meeting of members convened in accordance with Clause 12;
  • “Honorary Life Member” means a person conferred with honorary life membership of the Federation pursuant to Clause 8 of this Constitution  and Clause 5 of the By-Laws;
  • “Member”, “Member Club” or “Member Association” means a member of the Federation in accordance with the provisions of this Constitution;
  • “Membership” shall consist of Race Walking Clubs of the States and Territories of Australia. The clubs must be properly constituted and, if required, affiliated with their respective state associations;
  • “Associate Membership” applies to those Clubs which are connected to Race Walking Australia wide, but do not represent one State or Territory. This membership does not carry voting rights;
  • “Month” means calendar month;
  • “Officers of the Federation” – “President”, Vice-President”, “Secretary”, and “Treasurer” mean those respective officers from time to time of the Federation;
  • “Registered Address” means the address of a Member as shown in the Register of Members of the Federation;
  • “Secretary” includes any person appointed to perform the duties of secretary temporarily and where more than one secretary has been appointed means any one of such secretaries;
  • “the Articles” or “these Articles” means this Constitution as altered or added to from time to time and any reference to an Article by number is a reference to the Article of that number in this Constitution;
  • “the By-Laws” means the by-laws of the Association;
  • “the Committee” or “the Committee of Management” means the body which has the authority to act for the Federation;
  • “the Office” means the registered office of the Federation as altered from time to time. Currently the address of the Secretary;
  • “the Incorporated Body” means the incorporated association of the Australian Federation of Race Walking Clubs Inc. known as Race walking Australia, whose funds and other assets and liabilities the Federation are authorised to acquire and assume;
  • “the Federation” means the Australian Federation of Race Walking Clubs Inc.;
  • “writing” and “written” includes printing, typing, lithography and other modes of reproducing words in a visible form;
  • words importing the singular include the plural and vice versa and the masculine includes the feminine.

3.             MEMBERSHIP

  • The members of the Federation shall be as listed in the By-Laws;

(b)   There shall be admitted to membership of the Federation such incorporated associations and other bodies corporate as shall apply in writing to become members and pay the fee and as shall be approved and granted membership by the Federation;

  • Applications for membership shall be made in such a manner as the Committee of Management shall from time to time prescribe;

(d)  Any application for membership shall be submitted to the Management Committee for determination. The Management Committee may make a recommendation to the meeting with respect to the acceptance or rejection of any applicant;

(e)    The Federation in general meeting may refuse any application for membership without assigning any reason therefore; and

(f)    Each applicant for membership of the Federation shall notify the Secretary of an address within Australia to which notice may be sent and upon the granting of membership, the Secretary shall enter the address in the Register of Members of the Federation.

4.             RESIGNATION OF MEMBERSHIP

  • A member of the Federation is not entitled to resign that membership except in accordance with this rule;

(b)   A member of the Federation, who has paid all amounts payable by the member to the Federation in respect of the member’s membership, may resign from membership of the Federation by first giving to the Secretary written notice of at least one (1) month (or such other period as the committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member; and

(c)   If a member of the Federation ceases to be a member under the previous clause , and in every other case where a member ceases to hold membership, the Secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

5.             RESOLUTION OF INTERNAL DISPUTES

  • Disputes between members (in their capacity as members) of the Federation, and disputes between members and the Federation, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983; and
  • At least seven (7) days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator.

6.             DISCIPLINING OF MEMBERS

  • A complaint may be made to the committee by any person that a member of the Federation:

(i)  has persistently refused or neglected to comply with a provision or provisions of these rules, or

(ii) has persistently and willfully acted in a manner prejudicial to the interests of the Federation.

  • On receiving such a complaint, the committee:

(i)  must cause notice of the complaint to be served on the member concerned;

(ii) must give the member at least fourteen (14) days from the time the notice is served within which to make submissions   to the committee in connection with the complaint; and

(iii) must take into consideration any submissions made by the member in connection with the complaint.

(c)  The committee may, by resolution, expel the member from the Federation or suspend the member from membership of the Federation if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.

(d)  If the committee expels or suspends a member, the Secretary must, within seven (7) days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under Clause 7 of this Constitution.

(e)   The expulsion or suspension does not take effect:

(i)  until the expiration of the period within which the member is entitled to appeal against the resolution concerned; or

(ii) if within that period the member exercises the right of appeal, unless and until the Federation confirms the resolution under Clause 7 (e) whichever is the later.

7.             RIGHT OF APPEAL OF A DISCIPLINED MEMBER

  •   A member may appeal to the Federation in general meeting against a resolution of the committee under Clause 6 (c), within seven (7) days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect.
  •  The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
  •   On receipt of a notice from a member under clause (a), the Secretary must notify the committee, which is to convene a general meeting of the Federation to be held within twenty-eight (28) days after the date on which the Secretary received the notice.
  •   At a general meeting of the Federation convened under Clause 14

(i)    no business other than the question of the appeal is to be transacted;

(ii)  the committee and the member must be given the opportunity to state their respective cases orally or in writing, or    both; and

(iii) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

  • If at the general meeting the Federation passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

8.             HONORARY LIFE MEMBERS

Honorary Life Membership of the Federation may be bestowed on any person, pursuant to the Rules as set down in the By-Laws.

9.             FEES, DUES AND LEVIES

(a)  Every Member Club shall pay to the Federation an annual affiliation fee of the amount to be determined by Annual General Conference.

  • No Member Club who is unfinancial at the time of the Annual Conference shall be entitled to vote or nominate for any position;
  • The joining subscription is payable upon application for membership and shall be valid for the remainder of the

        Federation’s Financial Year; and

  • The Federation shall have authority to levy each of the member Clubs with such sums as may be necessary or required to provide funds for abnormal administrative expenses in any financial year. The payment of such levy shall be determined by the Federation in general conference on being furnished with a financial budget for the ensuing financial year.

10.           MEMBERS’ LIABILITIES

The liability of a member of the Federation to contribute towards the payment of the debts and liabilities of the Federation or the costs, charges and expenses of the winding up of the Federation is limited to the amount, if any, unpaid by the member in respect of membership of the Federation as required by Clause 9.

11.           HEADQUARTERS

The Headquarters of the Federation shall be the address of the Secretary at the time.

12.           ANNUAL GENERAL MEETING

(a)  An Annual General Conference of the Federation shall be held at such times and places as may be determined by the Committee of Management provided that the date of such meeting is no more than five (5) months after the close of the financial year.

        The Annual General Conference shall control and manage the business and affairs of the Federation. The quorum for the meeting will be as specified in the By-Laws;

(b)   The Annual General Conference shall be specified as such in the notice convening it;

13.           BUSINESS OF THE ANNUAL GENERAL CONFERENCE

The business of the Annual General Conference shall be –

  • to control and manage the business and affairs of the Federation;
  • to receive and consider a report by the Committee of Management of the proceedings of the Federation for the previous financial year and a duly audited balance sheet and statement of revenue and expenditure and accompanying statutory reports and statements which will have been prepared and distributed to Member Clubs before, or at the Conference;
  • to confirm or amend the minutes of the last Annual General Conference and of any special general meeting held since that meeting and any decisions of the Committee of Management;
  • to elect the Officers of the Federation and the Management Committee in the manner provided for in this Constitution;
  • to consider and resolve upon nominations for the bestowal of honorary life membership in accordance with the by-laws in force thereunder;
  • to consider and adopt a budget for the ensuing financial year;
  • to consider any changes in the membership subscriptions; and

(h)   to transact any other business of which due notice shall have been given or which, in the opinion of the chairman of the meeting, may be expedient.

14.   GENERAL MEETINGS

  • All meetings of the Federation shall be called General Meetings;
  • The President or the Secretary or members of the Committee of Management, will, on the written request of any three (3) Member States convene a special general meeting of the Federation. This meeting must be convened within forty two (42) days of receiving the request; and
  • The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and shall be sent to the address of the Secretary.
  • In the case of the Annual General Conference and any other general meeting, twenty one (21) clear days’ notice in writing at least (inclusive of the day on which the notice is served or deemed to be served, and of the day for which the notice is given) specifying the date, time and place of the meeting and in the case of special business, the general nature of such business, shall be given to all persons as are under these Articles entitled to receive notices from the Federation;
  • The accidental omission to give notice of a general meeting to, or the non-receipt of a notice by, any person entitled to receive notice thereof shall not invalidate proceedings at that meeting; and

(f)    No business other than that set out in the notice convening the meeting shall be transacted at that general meeting.

15.           QUORUM

No business shall be transacted at any general meeting of the Federation unless a quorum of Members is present at the time when the meeting proceeds with the business. A quorum shall be as set out in the By-Laws.

16.           MEETING PROCEDURES

(a)    All business that is transacted at a general meeting and all business that is transacted at the Annual General Conference with the exception of that specially referred to in these rules as being ordinary business of the Annual General Conference, shall be deemed to be special business;

  • No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote, is present during the time when the meeting is considering that item;
  • If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting if convened upon the requisition of members shall resolve that the business of the general meeting shall be conducted by mail, e-mail, and/or telephone link-up or fax;
  • If within half an hour after the appointed time for the commencement of the Annual General Conference or a general meeting, a quorum is not present, the business shall be conducted by mail and/or telephone linkup or fax;
  • The President shall preside as chairman of every annual general meeting and general meeting of the Federation at which he is present and willing to act. If the President shall not be present within fifteen (15) minutes after the time appointed for holding such meeting, or if present be unwilling to act, the Vice-President shall act as chairman, or if the Vice-President not be present (or if present, be unwilling to act) the members present shall choose one of their number to be chairman of the meeting;
  • At any annual or general meeting of the Federation a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded –

(i)   by the chairman of the meeting; or

(ii)  by at least three (3) member clubs present by their authorized delegate.

  • Persons eligible to vote at conference shall be the President, Vice President, the Secretary, the Treasurer (who are to be known as the Officers of the Federation) and each member club, who shall have a single vote with a weighting of three (3).
  • The Secretary and the Treasurer will each have a vote on all matters raised at conference. However, if the Secretary/Treasurer is only one individual, the person will only have one (1) vote;
  • All votes are to be given personally or by proxy.
  • In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a casting vote;
  • If business arises and a decision needs to be made without the opportunity of a general meeting or Annual General Conference, the business will be conducted by post, e-mail, telephone link-up, and/or fax. Voting procedure will be as set out in this clause
  • Accreditation for the three (3) delegates from each member shall be forwarded to the Secretary in writing, at least twenty eight (28) days prior to the date of the conference;
  • Proxies are to be permitted. Each member is entitled to three (3) votes, (maximum three (3) per State or Territory) whether by proxy or attendance. Written request by a member must be received by the Secretary seven (7) days prior to the commencement of the conference, if proxies are to be heard. Members must also indicate how proxies are to vote on a specific subject at conference or general meeting;
  • Each member may have two (2) observers at conference or special meetings;
  • Accreditation for observers shall be forwarded in writing to the Secretary at least twenty eight (28) days prior to the conference or meeting;
  • Observers may attend but not speak to the meeting unless invited to by the Chair and will have no power to vote;
  • The Chairman of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place;
  • Where a meeting is adjourned for fourteen (14) days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting;
  • If a poll is duly demanded it shall be taken in such manner and either at once, or after an interval or adjournment or otherwise, as the Chairman of the meeting directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded, but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith;
  • In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a casting vote.

17.           ELECTION OF ASSOCIATION OFFICERS

  • Only the President, Vice-President, Secretary and Treasurer shall be elected;
  • The Management Committee will be appointed as per the By-laws;
  • Persons empowered to vote at elections shall be three (3) delegates from each member and the officers of the Federation, always remembering that only three (3) votes are allowed from each State or Territory, plus the officers of the Federation;
  • Nominations for officers shall be in writing signed by the nominator, seconder and nominee and lodged with the Secretary at least twenty eight (28) days prior to the date of the Annual General Conference. The nominator and seconder must be part of the administration of the member;
  • The ballot for the election of officers of the committee shall be conducted at the annual general meeting in such usual and proper manner as the committee may direct;
  • If no election shall have been held because of non-assembly of delegates in conference, the election shall be conducted by mail vote; and
  • In the case of a vacancy occurring during the year, refer to Clause 19 (e).

18.             NOTICES OF MOTION

Notices of Motion for inclusion on the agenda must be forwarded to the Secretary in writing, not less than twenty eight (28) days prior to them date fixed for the conference or special meeting.

The Secretary shall arrange for a copy of the agenda to be posted, so as to reach Secretaries of members and affiliated members at least fourteen (14) days prior to the date fixed for the conference. Copies of agenda papers for Federation officers shall be posted direct to their last known address.

19.           POWERS OF CONFERENCE

Motions of direction passed by the conference, and within the powers of this constitution, shall be binding upon the officers and the members of this Federation.

19.           POWERS OF THE COMMITTEE OF MANAGEMENT

  • The Officers of the Committee of Management shall be:-

(i)   the President

(ii)  the Vice-President

(iii) the Secretary

(iv) the Treasurer.

(b)   Other office bearers shall be:-

        Additional people as mentioned in the By-Laws;

(c)    The Committee of Management shall have the day to day management and control of the affairs of the Federation until their decisions can be ratified by Annual General Conference or general meeting;

  • Each elected Officer of the Federation shall hold office until the annual general meeting next after the date of his election but is eligible for re-election;
  • A casual vacancy shall be filled by an election conducted by mail voting; and
  • The committee shall meet as required;

20.           DUTIES OF THE COMMITTEE OF MANAGEMENT

The duties of the Committee of Management shall include without limitation, the following:-

  • to conduct the affairs of the Federation through its officers in accordance with the Constitution and By-Laws of the Federation as determined from time to time by the members in general meeting;
  • to appoint all such officers of the Federation as it may consider necessary or expedient and to regulate their duties and responsibilities;
  • to deal with all matters referred to it by the Federation in conference or general meeting;
  • to make, adopt, alter and rescind rules in furtherance of the objects of the Federation and for the management, control and regulation of the Federation and of the members and employees thereof, provided that such rules are not inconsistent with these Articles or with the rules of the International Association of Athletics Federations;
  • to consult the Treasurer on all matters pertaining to finance; and
  • to report on its activities to each annual general meeting of the Federation.

21.           COMMITTEE OF MANAGEMENT

  • The Committee of Management may raise moneys for and on behalf of the Federation in such manner as it thinks fit including the solicitation of donations and the borrowing of money either from members or other persons or organisations on the security of the Federation’s assets or any of them or without giving security provided that in no event shall interest at a rate exceeding the lowest rate for the time being payable by the Commonwealth Bank of Australia for term deposits be paid by the Federation upon money borrowed from members;
  • The Committee of Management may invest any funds of the Federation in such manner and for such periods as it thinks fit and may realise any investments or part thereof or change any investments as it thinks fit;
  • All cheques shall be signed by one signatory, the Treasurer. All bills of exchange and promissory notes shall be signed by two officers of the Federation, one of whom shall be the Treasurer;
  • The Secretary of the Association shall keep minutes of the resolutions and proceedings of each meeting;
  • The Secretary shall conduct correspondence, keep minutes and records of conference meetings, arrange mail votes and carry out the instructions of conference and the committee of management.

22.           FINANCIAL PROVISIONS

The Treasurer or such other persons as the committee of management shall appoint for the purpose shall :–

  • receive all moneys on behalf of the Federation and deposit the same to the credit of the Federation with bankers appointed by the committee;
  • pay all accounts under and according to the committee’s direction;
  • keep correct accounts and records of all moneys so received and expended by or on behalf of the Federation;
  • supervise the preparation of the annual balance sheet of the Federation as at the thirty first (31) day of March in each year and the income and expenditure statement for the year then ended for submission to the Annual General Conference of the Federation (in accordance with the provisions of the Corporations Law);
  • whenever so required by the committee prepare and submit to it such financial statements, budgets, reconciliation statements and the like requested by the committee of management; and

(f)   The accounts and books referred to in sub-clause(c) shall be available for inspection by members as required, as well as the Annual General Conference, after due advice.

23.           AUDIT

An audit shall be carried out at the end of the financial year.

24.           COMMON SEAL

  • The committee shall provide and adopt a Common Seal of the Federation and shall have power from time to time to destroy the same and substitute a new Common Seal in its place. The Common Seal of the Association shall be kept in the custody of the Public Officer; and
  • The Common Seal shall not be affixed to any document except pursuant to a resolution of the committee and in the presence of two (2) members of the committee or of one (1) member of the committee and of the public officer or secretary who shall respectively sign every such document.

25.           ALTERATIONS TO ARTICLES

  • No alteration shall be made to this Constitution except by special resolution passed at a conference or general meeting of the Federation;
  • Notices of motion embodying alterations or additions to this Constitution shall be lodged as per Clause 25 (a) above and shall require a three-fourths (3/4) majority decision by those present and entitled to vote at conference.

26.           NOTICES

Any notice required by the Associations Incorporations Act or this Constitution to be given to a member may be given by sending it by post in a prepaid envelope addressed to its registered address. Any notice so posted shall be deemed to have been served at the expiration of twenty-four (24) hours after posting and in proving service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and posted.

27.           WINDING UP

In the event of the winding up of the Association, the assets of the Association may be offered to a club, association or organisation with objects similar to those of the Federation.

28.           CUSTODY OF BOOKS AND OTHER DOCUMENTS

Except, as otherwise provided in the Rules, the Secretary/Treasurer shall keep in his custody or under his control, all books, documents and securities of the Federation.