The name of the organization shall be the “Hampton Park United Sparrows FC Incorporated.”
- To be the member of FFA and to comply with the Constitution and by-laws of FFA, FFV and the Bayside League;
- To prevent infringement of the constitution and by-laws of FFA, FFV and Bayside League and protect Football from abuse;
- To co-operate with FFA, FFV, Bayside League and other bodies in the promotion and development of, or otherwise in relation to, Football, the Statutes and Regulations and the Law of the game;
- To promote soccer as well as outings within the community.
- To establish rules, regulations for the proper control of the club.
- To exercise supervision and control over club members and to expel, suspend, disqualify, fine or otherwise deal with any club member who shall have committed breaches of the regulations.
- To acquire, provide for and accept cups, shields, trophies and medals and to provide for their safe custody, insurance and protection and for their award, presentation and exhibition.
- To purchase, hire or otherwise acquire for the purpose of the club lands, building and chattels and to manage, develop or sell such assets for the benefits of the club.
- Membership shall be open to all nationalities subscribing to the objects of the club and paying the prescribed fees. No restriction shall be imposed on any member by virtue of religious or political beliefs, race or otherwise, but the club shall have the right to refuse membership without assigning any reason therefore.
- All application for the club membership shall be made in writing to the secretary.
- A person shall become a member of the club upon payment of the membership fee and the approval of the management Committee.
- The privilege of a club member shall not be transferable.
- Membership of the club shall be the subject to annual renewal, and the club from year to year shall determine membership fee.
The Members of the Club shall consist of:
- Life members, who subject to this Constitution, shall have the rights set out in rule 3.3;
- Ordinary Members over 18 years of age who, subject to this Constitution, shall have the right to be present, debate and vote at General Meetings;
- Social Members over 18 years of age being persons other than Ordinary Members who are interested in promoting the Club but who do not participate in the playing activities (including in the role of player, coach, or official) of the Club and who shall not be entitled to be present, debate and vote at General Meetings; and
- Junior Members under the age of 18 years who, subject to this Constitution, are not entitled to hold any office, but shall have the right to be present, debate and vote at General Meetings through the Junior Member’s parent or other legal guardian.
3.2 Members Admitted to Membership
The Club must procure that each Member admitted to membership agrees to be bound and observe:
- This Constitution;
- The Laws of the Game;
- The Statutes and Regulations and the Constitutions and By-Laws expressed to apply to or in relation to Members;
- The Statutes and Regulations and the Constitutions and by-laws of FFA, FFV and Bayside League as enforced from time to time;
- The FFV and Bayside League Codes of Behaviour and Rules of Competition, as amended from time to time; and
- The FFA Code of Conduct, as amended from time to time,
subject always to the application of the established order of precedence set out in rule 19.2(a)(iv).
3.3 Rights of Life Members
Unless also an Ordinary Member a Life Member:
- is not to be counted in a quorum under rule 5(h);
- has the right to remain a Life Member until they die or resign their Life Membership or unless they are expelled from the Club;
- subject to any separate agreement with the Club to the contrary, has no obligation, and may not be required, to pay any subscription or other amount;
- is entitled to receive notice of general meetings;
- is entitled to attend and speak at general meetings; and
- is entitled to vote at any general meetings.
3.4 No Claim Against the Club
No Member whose membership ceases has any claim against the Club or the Directors for damages or otherwise.
3.5 Limited liability
Members have no liability to contribute towards the payment of the debts and liabilities of the Club, or the costs, charges and expenses of the winding up of the Club.
3.6 Members Subscriptions
Membership fees, subscriptions or other amounts payable by Members to the Club shall be determined by the Directors from time to time. To avoid doubt, the Directors or Club must not strike or impose any fee, subscription or other amount on any Member:
- which relates solely or principally to the right to attend, debate or vote in general meeting;
- in addition to the Association’s regular membership fee, for the right of a Member to attend, debate or vote in general meeting; or
- in any other ways disassociates attendance, participation or voting rights at general meetings from the usual rights of Members whether they participate in the Club as players, administrators, officials or otherwise.
- The Financial year of the club shall commence on the 1st of October and end on the 30th September of the following year.
- The sources from which the funds of the club are to be derived shall include the sources described in 4(c) and donations borrowings proceeds from raffles, function and the like.
- The management Committee shall (prior to the start of the season) establish and publish a list of standard fees.
- An officer of the club shall not be eligible for appointment as auditor of the club.
- In the event of there being no appointed auditor the management Committee shall have the power to appoint other suitable persons to examine accounts, subject to compliance with the Associations Incorporations Act 1991 (Vic)(as amended).
- All funds of the club must be directed to the objects and purposed of the club. Distribution of club funds, profits or assets to members is prohibited.
- The annual general meeting of the club shall be held in either October or November each year.
- At least 21 days notice of the general meeting shall be given. A copy of the agenda and a copy of the annual accounts shall be made available to each member at least 7 days before the annual general meeting.
- Notice of special business and of the general nature of that business shall be made available to each member at least 7 days before the general meeting.
- Members wishing to raise other business at the annual general meeting shall submit such business to the secretary at least 28 days before that meeting. Other business placed before the annual general meeting shall be at the discretion of the Management Committee.
- The business of the annual general meeting shall be:
- Minutes of the previous annual or any other
- Accounts, balance sheet and auditor’s report
- President’s report
- Other reports as deemed appropriate by the Management Committee
- Election of officers
- Appointment of auditor
- Special and/or other business
- The president shall preside as chairman every general meeting or in his absence, the next senior officer of the club present.
- No business shall be transacted at the general meeting unless a quorum of 20 members are present.
- If the quorum is not present within 30 minutes of the advertised starting time of a general meeting, the meeting shall lapse and be adjourned.
- At a meeting previously adjourned under rule 5(i), if the quorum is not present within 30 meetings after the time appointed for the adjourned meeting, the meeting is dissolved.
- Members who have outstanding accounts with the club shall not be entitled to vote at an annual general meeting of the Club.
- The president shall convene an extraordinary meeting of the club on the receipt of a written request to do so from more than a quarter of the club’s voting members.
- Vote on show of hands, by poll or proxy; each member entitled to vote under rule 3.1 and this rule 5 and present (in person, by proxy or by a parent or legal guardian representative) at a general meeting is entitled to one vote.
- The non-receipt of a notice convening, cancelling or postponing a general meeting by, or the accidental omission to give a notice of that kind to, a person entitled to receive it, does not invalidate any resolution passed at the general meeting or at a postponed meeting or the cancellation or postponement of the meeting.The chairman of a general meeting may at any time during the meeting adjourn the meeting or any business, motion, question, resolution, debate or discussion being considered or remaining to be considered by the meeting.The adjournment may be either to a later time at the same meeting or to an adjourned meeting at any time and any place.The chairman may, but need not, seek any approval for the adjournment.Unless required by the chairman, a vote may not be taken or demanded in respect of any adjournment.
Only unfinished business is to be transacted at a meeting resumed after an adjournment.
- It is not necessary to give any notice of an adjournment or of the business to be transacted at any adjourned meeting unless a meeting is adjourned for one month or more.In that case, the same period of notice as was originally given for the meeting must be given for the adjourned meeting.
- Elections shall be by secret ballot at the AGM. Nominations by club members (to be made in writing signed by the propose and the nominee) shall be called for at least 21 days before the annual general meeting and shall close with the secretary 7 days before the annual general meeting.
- Retiring committee members shall be eligible for a re-election without the need to lodge a formal nomination.
- Candidates seeking election shall be declared elected upon obtaining the highest number of the votes of those present and entitled to vote.
- At the annual general meeting of the club, a Committee of Management, comprising of the following officers, shall be elected by the financial member present:
- The president
- The Vice-President
- The Secretary
- The Treasurer
- Up to 10 other Committee members
- The Management Committee shall have the power at any time to appoint any person to fill a casual vacancy.
- The Committee members shall hold office for one year.
- Members of the Management Committee shall cease to hold office at the close of the annual general meeting at which their term of office expires.
7. Management Committee
- The Management Committee shall conduct the business of the club in and exercise those of the Club’s powers that are not required by the Act or this Constitution to be exercised by the club in a general meeting and may appoint sub-committees with such powers and authorities as are specified and the president shall ex officio be a member of all such sub –committees .Sub committees shall
- Be under the chairmanship of a person approved by the Management Committee.
- Function and operate under their terms of reference.
- Committee members shall be indemnified for all liabilities incurred by them in bona fide execution of their duties under the constitution.
- The order of seniority on the Management Committee shall be:
- The president
- The Vice-President
- The Secretary
- The Treasurer
- Other Committee members
- The Management Committee shall:
- Meet together for conducting business and may regulate their meetings as they think fit, including using technology that allows for all committee members a reasonable opportunity to participate.
- Cause proper minutes to be taken of all meeting of the Committee and all business transacted at such meeting.
- Cause proper books of accounts to be kept. The books of accounts and securities of the club shall be kept at the club or at such place as the committee shall think fit, and which shall, by appointment, be open to the inspection of Members at any time.
- Provide the safe custody of the seal. Only the authority of the Management Committee shall use the seal. The President shall sign every document to which the seal is affixed.
- The secretary shall:
- Attend to all correspondence, notify members of all meetings of the club, attend to such matters as are within his/her terms of reference and which merit immediate action between committee meeting and carry out such other duties as shall form time to time to delegate to him/her by the Management Committee and as required under the Act.
- Place before the Management Committee all incoming and outgoing correspondence.
- Take minutes of all meetings attended and circulate such minutes as instructed by the Management Committee.
- The treasurer shall:
- Keep a full and correct account of the Income and Expenditure of the club and present to the annual general meeting an audited statement of Income and Expenditure and a Balance Sheet of the financial transactions of the club from the date of the last statement of the Income and Expenditure and Balance Sheet presented.
- Receive all monies and pay the same to the credit of the club account at the registered financial institution as may be determined by the Management Committee from time to time.
- Sign cheques and orders to be drawn on the accounts of the club and shall obtain the counter-signature of the president or other nominated signatories as registered with the respective financial institution.
8. Life Members
- The Management Committee shall recommend to the annual general meeting such individual as it considers merit the award of the life membership.
- The eligibility for life membership shall be:
- Foundation members of the club with at least 36 months service to the club.
- Members of the Management Committee or any subcommittee of the club.
- Any other person who during his association with the club made outstanding contribution to and for the well being and success of the club and who does not fall in the category (i) and (ii) above.
In the event the club ceases to exist all assets after satisfaction of all debts and liabilities shall be distributed to a fund or organization with purposes for the promotion of non-professional soccer which prohibits the distribution of income or profit to its members as decided by the Management Committee at the time of disbanding of the said club.
- No addition alteration or amendment shall be made to or in the constitution of the club and the statement of purpose of the club for the time being in force unless that addition, alteration or amendment has been passed as a special resolution in accordance with the Act and shall have been carried by ¾ majority of all votes of eligible members present at a general meeting of the club.
11. FFA & FFV & Bayside League
The Club must:
- be a body corporate or incorporated association to be recognised by FFA and/or FFV and Bayside League and must have the following characteristics.
- it organises teams to participate in competitions sanctioned by FFV, Bayside League or FFA;
- all members of its teams are entitled to membership;
- members may vote in an election for any officeholders (whether directly if over 18 years of age or indirectly through the Junior Member’s parent or other legal guardian if under 18 years of age);
- agrees to be bound by the Statutes and Regulations, the Laws of the Game and those FFA / FFV/ Bayside League rules (including the respective constitutions) and by-laws expressed to apply to it; and
- prevent infringement of the constitutions and by-laws of FFA, FFV and Bayside League and protect Football from abuse;
- this Constitution; or
- the By-laws,
to promptly adopt changes in the constitutions and by-laws of FFA and/or FFV and /or Bayside League made from time to time to the extent that they are applicable to the Club. In this clause the reference to changes to by-laws includes additional or replacement by-laws;
- not otherwise amend or vary this Constitution without the consent of FFV/ Bayside League and in accordance with the Act; or
- not otherwise amend or vary any of its By-laws without the consent of FFV or Bayside League.
FFV and/or Bayside League must consent to any amendment to this Constitution or those By-laws which are required by law.
11.2 Enforcement of Rules
Subject to applicable law, the Club must:
- promulgate and comply with, and do everything within its power to enforce compliance with, the Statutes and Regulations and the Laws of the Game; and
- co-operate with FFA and FFV and Bayside League in all matters relating to the organisation of competitions, the Club’s own competitions and Football in general.
In the event of any inconsistency, the constitution, the by- laws, regulations and other constituent and policy documentation the higher body prevails ie: FFA then FFV or Bayside League dependent upon the competition the team or player is registered with.
12. Disputes and Mediation
The grievance procedure set out in this rule applies to disputes Under these rules between:
- A member and another member : or
- A member and the Association.
The parties to the disputes must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
The mediator must be:
- A person chosen by agreement between the parties; or
- In the absence of agreement:
- In the case of a dispute between a member and other member, a person appointed by the committee of the Association; or
- In the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre or Victoria ( Department of Justice.)
A member of the Association can be a mediator.
The mediator cannot be a member who is a party to the dispute.
The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
The mediator must not determine the dispute.
If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act otherwise at law.
13. Discipline, Suspension, and Expulsion of a Member
Subject to these rules , if the committee is of the opinion that a member has refused or neglected to comply with these rules, or has been guilty of conduct unbecoming a member or prejudicial to these interests of the Association , the committee may be resolution:
- Fine that member an amount not exceeding $500; or
- Suspend that member from membership of the Association for a specified period; or
- Expel that member from the Association.
- Such other appropriate disciplinary action as determined by the committee.
A resolution of the committee under sub rule (1) does not take effect unless:
- At a meeting held in accordance with sub rule(3), the committee confirms the resolution; and
- If the member exercises a right an appeal to the Association confirms the resolution in accordance with this rule.
A meeting of the committee to confirm or revoke a resolution passed under sub rule (1) must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in accordance with sub rule (4).
For the purpose of giving notice in accordance with sub-rule(3), the Secretary must, as soon as practicable , cause to be given to the member a written notice:
- Setting out the resolution of the committee and the grounds on which it is based: and
- Stating that the member or his or her representative , may address the committee at a meeting to be held not earlier than 14 days and not later than 28 days after the notice has been given to that member; and
- Stating the date, place and time of that meeting; and
- Information the member that he or she may do one or both of the following:
- Attending the meeting;
- Give the committee before the date of that meeting a written statement seeking the revocation of the resolution.
- Informing the member that, if at that meeting, the committee confirms the resolution, he or she may not later than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.
At a meeting of the committee to confirm or revoke a resolution passed under sub rule (-1) , the committee must:
- Give the member , or his or her representative- , an opportunity to be heard; and
- Give due consideration to any written statement submitted by the member;and
- Determine by resolution whether to confirm or to revoke the resolution
If at a meeting of the committee, the committee confirms the resolution, the member may not late than 48 hours after that meeting, give the Secretary a notice to the effect that he or she wishes to appeal to the Association in general meeting against the resolution.
If the Secretary receives a notice under sub rule (6), he or she must notify the committee and the committee must convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received notice.
At a general meeting of the Association convened under sub rule(7):
- No business other than the question of the appeal may be concluded; and
- The committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; and
- The member, or his or her representative must have an opportunity to be heard; and
- The members present must vote by secret ballot on the question whether the resolution should be confirmed or revoked.
A resolution is confirmed if, at the general meeting, not less than two-thirds of the members vote in person, or by proxy, in favor of the resolution. In any other case, the resolution is revoked
14. Alteration of the Rules
These rules and the statement of purpose of the Association must not be altered except in accordance with the Act.
Each member is entitled to appoint another member as a proxy by providing signed written notice given to the Secretary no later than 24 hours before the time of the general meeting in respect of which the proxy is appointed.
Members not personally present (being members entitled under these Rules to vote at a general meeting) will not be counted in a quorum for the conduct of the business of a general meeting.
The office of an officer of the Association, or of an ordinary member of the committee, becomes vacant if the officer or member:
- Ceases to be a member of the Association; or
- Becomes an insolvent under administration within the meaning of the Corporations Law;
- Resigns from office by notice in writing given to the secretary or;
- Is disqualified by the Act from becoming a committee member.
17. Quorum for Committee Meetings
Any 4 members of the committee constitute a quorum for the conduct of the business of a meeting of the committee.
18. Register of Members
The Secretary must keep and maintain a register of member’s containing:
- The name and address of each member; and
- The date on which each member’s name was entered in the register.
The register shall only be used for the purpose of conducting club business including by not limited to registering of playing in the FFV and Bayside Leagues.
Subject to any provision in the Act to the contrary the register shall only be available to members, and at the discretion of the management committee.
19. Definitions and Interpretation
In this Constitution unless the contrary intention appears:
Act means the Associations Incorporation Reform Act 2012 (Vic). (The Act is available from the Consumer Affairs website www.consumer.vic.gov.au)
Club means Hampton Park United Sparrows FC Incorporated.
Bayside League to mean Bayside Football Association.
By-law means a by-law made under this Constitution.
Constitution means this constitution as amended from time to time, and a reference to a particular rule is a reference to an rule of this Constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Club and includes the President (and is the same as a reference to a ‘committee member’ or a ‘member of the committee’ under the Act).
Directors means all or some of the directors of the Club acting as a board (and is the same as a reference to the ‘committee’ under the Act).
Dispute means a dispute under this Constitution between:
- a Member and another Member; or
- a Member and the Club.
FFA means Football Federation Australia Limited ACN 106 478 068.
FIFA means Federation Internationale de Football Association.
FFV means Football Federation Victoria (FFV) Incorporated.
Football means “Association Football” as recognised by FIFA from time to time. To avoid doubt, at the date of incorporation of the Club or the date of adoption of this Constitution, Football includes the games of Football, soccer football, indoor or 5 a side (Futsal) Football and beach Football.
Grievance has the meaning given to that term in the Grievance Procedure;
Grievance Procedure means the procedures in the FFV or Bayside League Grievance, Disciplinary, Tribunal By-Law, as amended from time to time.
Junior Member means a player, coach or official of the Club under rule 3.2(d).
Laws of the Game means the rules of Football referred to in the Statutes and Regulations.
Life Member means a person admitted as such under rule 8.
Member means a member of the Club admitted to membership under rule 3.2.
Ordinary Member means a player, coach or official of the Club under rule 3.2(b).
Patron means any person of influence or support appointed by the Club as a Patron of the Club under rule 8.1.
President means the President from time to time of the Club.
Secretary has the meaning and functions accorded to that office as set out in the Act.
Registered Office means the registered address of the Club from time to time.
Registrar has the meaning given to it in the Act.
Social Member means a Member under rule 3.2(c).
Special Resolution has the meaning given to it in the Act.
State means Victoria.
Statutes and Regulations means the Statutes and Regulations of FIFA in force from time to time.
- In this Constitution:
- (presence of a Member) a reference to a Member present at a general meeting means the Member present in person, by attorney or by a parent or legal guardian in the case of a Junior Member;
- (annual general meeting) a reference to an annual general meeting in a calendar year (for example, in 2006), is a reference to the annual general meeting required to be held by the Club in that calendar year under the Act; and
- (document) a reference to a document or instrument includes any amendments made to it from time to time and, unless the contrary intention appears, includes a replacement
- (precedence) unless contrary to law or expressly stated to the contrary, in the event of inconsistency between any Statutes, Rules, Regulations, Laws, Policy or other governing document of a relevant body or bodies, the relevant governing document of the relevant body applies in accordance with the established order of precedence within the sport of football, from international, national, state and regional, down to local level.
- In this Constitution unless the contrary intention appears:
- (gender) words importing any gender include all other genders;
- (person) the word “person” includes a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association or an authority;
- (successors) a reference to an organisation includes a reference to its successors;
- (singular includes plural) the singular includes the plural and vice versa;
- (instruments) a reference to a law includes regulations and instruments made under it
- (amendments to legislation) a reference to a law or a provision of a law includes amendments, re-enactments or replacements of that law or the provision, whether by a State or the Commonwealth or otherwise;
- (signed) where, by a provision of this Constitution, a document including a notice is required to be signed, that requirement may be satisfied in relation to an electronic communication of the document in any manner permitted by law or by any State or Commonwealth law relating to electronic transmissions or in any other manner approved by the Directors; and
- (writing) “writing” and “written” includes printing, typing and other modes of reproducing words in a visible form including, without limitation, any representation of words in a physical document or in an electronic communication or form or otherwise.
19.3 Corporations Act
In this Constitution unless the contrary intention appears an expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Corporations Act, the same meaning as in that provision of the Corporations Act.
Headings are inserted for convenience and do not affect the interpretation of this Constitution.
19.5 “Include” etc
In this Constitution the words “include”, “includes”, “including” and “for example” are not to be interpreted as words of limitation.
A power, an authority or a discretion reposed in a Director, the Directors, a Sub-Committee, the Club in general meeting or a Member may be exercised at any time and from time to time.
A reference in this Constitution to purposes is the same as a reference to “objects” or “objects and purposes” or “statement of purposes” under the Associations Incorporation Act 1981 (Vic) (in this clause, “Previous Act”) or in the administration of the Club under the Previous Act.