Constitution

CONSTITUTION (As amended November 2012).

SOUTH AUSTRALIAN ROAD RUNNERS CLUB INCORPORATED

1.    NAME

The Club shall be called SOUTH AUSTRALIAN ROAD RUNNERS CLUB INCORPORATED (hereinafter called "the Club").

2.    OBJECTS

The primary objects of the Club are:

  • The promotion and encouragement of walking and running as sports
  • The promotion of recreational running and walking amongst the South Australian community
  • The promotion of healthy lifestyle and increased levels of community fitness through the encouragement of individuals of all ages and both sexes to participate in regular running and/or walking
  • The encouragement and support of local running and walking groups in South Australia
  • The establishment and maintenance of links with similar sporting organisations
  • The organisation of running and walking events to provide opportunities for friendly competition as an incentive to maintain high levels of fitness as well as non-competitive events
  • The fostering of social interaction among members of the Club
  • The dissemination of information about all aspects of running and walking
  • The recognition of excellence in running and walking events


3.    POWERS

(a)    To promote and conduct races or other activities

(b)    To receive accept and solicit donations, endowments and gifts of money, lands, hereditaments, stocks, funds, shares, securities and any other assets whatsoever.

(c)    To affiliate with any body, whether incorporated or not, having the same or similar objects and to appoint representatives to any such body.

(d)    To promote and encourage the formation and development of local roadrunners clubs or similar bodies.

(e)    To assist in or concur in the establishment of any other association having similar objects.

(f)    In so far as the law may allow, to purchase, acquire, hold, maintain, lease and dispose of, any real or personal property and to erect, purchase, hire, maintain or furnish any buildings or appliances for the use and purpose of the Club.

(g)    To borrow or raise money with or without security by any means whatsoever including overdraft, for any object of the Club and to mortgage or pledge any asset of the Club as security for any loan or guarantee and in so far as the law may allow to grant any debenture or fixed or floating charge over the assets of the Club or any of them.

(h)    To publish such magazines, periodicals, newsletters, handbooks and reports as may be determined from time to time and to disseminate information and to promote education and literature on the Club and its objects among members and others.

(i)    To join with any other body in carrying out any object for which the Club is formed either in partnership or in any other arrangements for joint action or co-operation.

(j)    To appoint and dismiss such servants and staff as the Board may think necessary from time to time upon such terms as the Board may from time to time think fit.

(k)    To foster social interaction among members by promoting recreation and other activities consistent with the objects of the Club.

(l)    To give donations, subsidies or contributions to any association, union or body, whether social, benevolent, educational, patriotic or charitable and to establish and support or aid in the establishment and support of associations, institutions, funds or trusts of a social education, benevolent, patriotic or charitable nature and to endow, establish or give donations to or for scholarships, bursaries and grants in aid of an educational nature.

(m)    To make awards which promote the objects of the Club or which serve to recognise service given to or benefits conferred on the Club or its members.

(n)    To participate in and to institute research projects consistent with the objects of the Club.

(o)    To invest and deal with the monies of the Club not immediately required upon such securities and in such manner as may from time to time be determined.

(p)    To engage in such fundraising activities as the Board may from time to time determine.

(q)    To do all such acts and things as may be calculated to attain or assist in the attainment of all or any of the above objects as the Board or the Club may in its absolute discretion decide.

(r)    The income and property of the Club, whencesoever derived, shall be applied solely towards the promotion of the Objects of the Club, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the members of the Club or relatives of such members, provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or servant of the Club or to any member of the Club in return for any services actually rendered to the Club or reasonable and proper rental for premises let to the Club by any member of the Club.

4.    MEMBERSHIP

The membership of the Club shall consist of:

(a)    Members;
(b)    Honorary Members;
(c)    Life Members
(d)    Affiliated Members.

(a)    Members

Any person who has paid the appropriate membership fee shall become a member of the Club. The Board may from time to time fix various classes or categories of membership and the privileges applicable to each such class or category.

(b)    Honorary Members

The Board may admit to Honorary Membership for a period not exceeding twelve (12) months any person who it considers has some special reason or qualification for membership. Honorary Members shall be entitled to such privileges as the Board shall from time to time determine. An Honorary Member shall not be entitled to vote at any Club meeting or to hold office in the Club and shall not be entitled to receive notice of meetings.

(c)    Life Members

Life membership may be conferred at any Annual General Meeting on a member or members for outstanding service rendered to the Club. Notice of intention to appoint a life member must be included in the notice of meeting given to members. Only the Board may nominate a member at an Annual General meeting for life membership. A member appointed as a life member shall not be liable for payment of membership fees but shall be deemed to be a financial member. Life members may vote at any General Meeting or at a meeting of the Board (if elected to the Board) and may hold office and shall be entitled to receive notice of meetings. Unless contrary to the context or expressly excluded any reference herein to members shall be deemed to include life members.

(d)    Affiliated Members

The Board may grant affiliation on such terms and conditions as the Board may from time to time determine to any club or organisation which has objects similar to those of the Club or which promotes running in some form. Members of such club or organisation shall become affiliated members of the Club. Such members shall pay such fees and be entitled to such benefits as the Board may from time to time determine and agree with each affiliated club or organisation but shall not be entitled to vote at any Club meeting nor to hold office in the Club nor to receive notice of meetings.

(e)    A member may resign at any time by notice in writing to the Secretary but no refund of fees shall then be payable.

5.       FEES

(a)    Members shall pay the annual fee applicable to their class or category of membership.

(b)    The annual fees shall be fixed by the Board.

(c)    In the case of persons who are members as at the 18th day of February 1991 membership fees in subsequent years shall be due and payable within thirty (30) days of the commencement of the financial year of the Club.

(d)    In the case of persons joining the Club on or after the 19th day of February 1991 membership fees shall be payable upon application and in subsequent years on the 1st day of the same month as that person's membership commenced originally.

(e)    Fees shall be payable within thirty days (30) days of the due date as set out in (c). If not paid within that time such member shall be deemed unfinancial and be unable to vote at any meeting. If such fees are not paid within three (3) calendar months of the due date such member shall be deemed to be suspended from membership until the fees are paid in full.

6.    FINANCIAL YEAR

The financial year of the Club shall commence on 1 July in each year and conclude on 30 June in each year.

7.    BOARD

(a)    The business and affairs of the Club shall be under the management control of a Board of Management provided however that except in the case of extreme urgency the Board shall not take any action contrary to decisions made at a General Meeting.

(b)    The Board may, subject to the decisions made at General Meetings, exercise all the powers of the Club and do all such acts and things as may be done by the Club which it considers necessary expedient or desirable in order to carry out the objects of the Club.

(c)    The Board shall consist of:

The President;
A Vice-President;
Secretary;
Treasurer; plus
Not more than Eight (8) financial members.

(d)    Members of the Board (hereinafter called "the office bearers") shall be appointed at the Annual General Meeting.

(e)    Subject to sub-clauses (f) and (o) hereof or to any casual vacancy occurring by reason of the resignation or death of an office bearer, office bearers shall hold office for two (2) years until the completion of the Annual General Meeting two years after their appointment.

(f)    Any office bearer who shall have contravened or neglected willfully to carry out his or her duties in accordance with this Constitution may be suspended by resolution at any normal Board meeting, or at a Special General Meeting may be removed from office, provided that members are advised by the Secretary 28 days prior to any such Special General Meeting of the intended suspension and the reason therefore. Such suspension, or removal from office must be advised in writing seven (7) days after such action.

(g)    The Board shall meet as and when deemed necessary, such meetings to be called by the Secretary or such other person appointed by the Board for that purpose. As much notice as is practical in the circumstances shall be given to office bearers.

(h)    Any office bearer shall be permitted to nominate for re-election or subject to sub-clause (i) hereof to nominate for election for any position on the Board.

(i)    No person shall be permitted to hold more than one position on the Board at any time.

(j)    Nominations for any position on the Board shall be dated, signed by the nominator, by the seconder, and be accepted by the nominee, and shall be handed (or posted) so as to reach the Secretary at least twenty one (21) days before the date of the Annual General Meeting. Only financial members and life members may accept, propose or second such nominations.

(k)    Details of nominations for any position on the Board shall be given to Members by the Secretary at least fourteen (14) days prior to the relative General Meeting in such manner as the Board shall from time to time determine (including where appropriate by Public Notice in a newspaper or by notice on a notice board or board generally available for perusal by a substantial number of members).

(l)    Voting (when there is more than one nomination) shall be by secret ballot. Two Returning Officers will be elected from the floor by the members present.

(m)    If there is no nomination for any position or insufficient nominations, the position or positions may be filled by the Board subsequently.

(n)    Any casual vacancy on the Board may be filled by a suitably qualified applicant accepted by the Board. The casual vacancy shall in such circumstances be filled until the next Annual General Meeting when the position will become vacant, except in the case of the President, Vice President, Secretary or Treasurer, when the vacancy is to be filled for the remainder of the term of the Board member concerned.

(o)    An office bearer being absent for three (3) consecutive Board meetings without having obtained leave of absence, or without having provided acceptable reasons to the Board, shall at the discretion of the Board be deemed to have resigned from the Board. Such member shall so be advised in writing within fourteen (14) days of such decision by the Board.

(p)    All members of the Board must be financial members of the Club and if a Board member should cease to be a financial member of the Club he shall be deemed to have resigned from the Board.

(q)    (Sub clause (q) was deleted at the AGM in November 2011)

(r)    The positions of President and Secretary shall fall vacant in even calendar years and the positions of Vice President and Treasurer shall fall vacant in odd calendar years.

8.    POWERS AND DUTIES OF BOARD

(a)    The Board shall be responsible for the administration and management of the Club generally and for carrying out any decisions made at a General Meeting. It shall generally carry out the objects of the Club.

(b)    The Board may submit any recommendation to the General Meeting of the Club and make rules to govern its own meeting procedure.

(c)    The Board may appoint sub-committees to carry out any of its duties or functions and may delegate any of its duties, powers or functions to any such sub-committee or to any office bearer or employee of the Club. Any person (including association members and non-members) may be members of such sub-committees.

(d)    The Board may by a three-fifths majority of those voting on such motion withdraw or suspend the membership of any member for any reason which the Board considers discreditable or injurious to the character or interests of the Club after giving such member at least ten (10) days notice in writing of its intention to do so and a reasonable opportunity of submitting any explanation or submission such member may wish to put before the Board.

9.    RULES

(a)    The Board is authorised to make, alter or rescind Rules for the conduct of the activities of the Club and its members.

(b)    Where any conflict occurs between this Constitution and the Rules, this Constitution shall prevail.

10.      ANNUAL GENERAL MEETING

(a)    The Annual General Meeting of the Club shall be held late November of each year. Following the President’s Report and the acceptance of the Financial Statements showing receipts and expenditure and a Balance Sheet, an election shall be held for those vacancies on the Board occurring at the end of that Annual General Meeting.

(b)    The Annual Meeting of the Club shall conduct the following business:-

(i)    To receive apologies;

(ii)    To confirm the Minutes of the previous Annual and any intervening Special meeting;

(iii)    To receive the President's Report;

(iv)    To receive the Treasurer's Statements, duly audited;

(v)    To elect those members of the Board whose positions fall vacant at the conclusion of that General Meeting;

(vi)    To transact any business of which at least twenty one (21) days' notice in writing has been given to the Secretary;

(vii)    To transact any other business of which notice has been given in the notice convening the meeting.

(c)    The Board shall in the last issue of any newsletter provided for members in any calendar year notify members of the proposed date of the Annual General Meeting and the positions on the Board to be filled at that meeting.

(d)    Voting, if required, is to be by preferential voting.

The vacancy of President, Vice President, Secretary and Treasurer shall be filled in the following manner unless there is only one nomination for the position, in which case the person nominated is elected unopposed and no voting is required:

(1)    The candidate who has received the largest number of first preference votes shall, if that number constitutes an absolute majority of votes, be elected.

(2)    If no candidate has received an absolute majority of first preference votes, a second count shall be made by the Returning Officers.

(3)    On the second count the candidate who has received the fewest first preference votes shall be excluded and each voting paper counted to him/her shall be counted to the candidate next in order of the voter's preference.

(4)    If a candidate then has a majority of votes he or she shall be elected, but if no candidate then has an absolute majority of votes the process of excluding the candidate who has fewest votes and counting each of his/her voting papers to the continuing candidate next in order of the voter's preference shall be repeated by the Returning Officers until one candidate has received an absolute majority of votes.

(e)    The vacancies for the remaining positions on the Board shall be filled by the scrutiny and counting of votes in accordance with the systems of proportional representation as used for the Legislative Council of SA and set out in Section 95 of the Electoral Act (SA) 1985 mutatis mutandis.

(f)    In the final count for filling vacancies, if two candidates have an equal number of votes, the first appointed Returning Officer shall decide by a casting vote which shall be elected, but, except as provided in this rule, the first appointed Returning Officer shall not vote in the election.

(g)    In these Rules, "an absolute majority of votes" means a greater number than one half of the whole number of voting papers other than informal voting papers. The casting vote of the first appointed Returning Officer given in pursuance of the previous rule shall be included in reckoning an absolute majority of votes.

(h)    Upon completion of the count the Returning Officers shall declare the candidates not exceeding the number of vacancies to be filled who have received the requisite number of votes as provided by the preceding rules to be duly elected Members of the Board.

11.    SPECIAL GENERAL MEETING

A Special General Meeting of members shall be called by the Board following:-

(i) A resolution to that effect by the Board;

(ii) A resolution in writing from at least fifty (50) financial members requesting such a meeting and giving notice of the matters to be discussed; or

(iii)       A resolution of an Annual General Meeting.

A special General Meeting of the Club shall be called by the Secretary within thirty (30) days of any of the above events. At least fourteen (14) days' notice shall be given of such meeting and such notice shall state the business to be transacted at such meeting, and no other business shall be transacted thereat.

12.    QUORUM

(a)    The quorum for an Annual or Special General Meeting shall be not less than fifteen (15) members.

(b)    The quorum for a Board Meeting shall be not less than six (6) Board Members.

(c)    If at any meeting, whether a General Meeting or a Board meeting, a quorum is not present within thirty (30) minutes of the scheduled commencement time such meeting shall stand adjourned for seven (7) days or such other time not exceeding fourteen (14) days as the President shall determine and those members present at such adjourned meeting shall constitute a quorum.

(d)    If at any Board Meeting which is in progress the number of Board Members present does not constitute a quorum then the Board Meeting is to be suspended until a quorum is again present or the meeting is to be closed.

13.    VOTING AT MEETINGS

Voting at meetings of the Club and its Board shall be by a show of hands unless the Chairman of the meeting determines otherwise or unless a majority of those present and entitled to vote determine otherwise, in which case voting shall be by secret ballot. Voting in respect of any election shall be by secret ballot in any event. Only members present in person shall be entitled to vote.

14.      MINUTES

(a)    The Minutes of any Annual General, Board or Committee meeting of the Club shall be submitted to the next following meeting of the same class for confirmation. Minutes of any Special General Meeting shall be submitted to the next following Annual General Meeting for confirmation.

(b)    All Minutes of meetings shall be available for inspection by Financial Members of the Club at the Club's normal business address or by mail if mailing and associated costs are paid for by the recipient.

15.    RESCISSION OF RESOLUTION

No resolution passed at a General Meeting shall be rescinded unless at least fourteen (14) days' notice has been given to members of the Club of the proposed rescission.

16.    NOTICES

(a)    Notice of any Board meeting shall be given to office bearers by telephone, telegram, telex or letter or by other personal notification.

(b)    Notice of any General Meeting shall be given by such means as the Board shall from time to time determine and without prejudice to any other means, may be given by advertisement in the Public Notices of the Advertiser or any journal or magazine or newsletter published by or on behalf of the Club or by any combination of such means. Notice shall be given at least fourteen (14) days prior to the date of such meeting.

17.       PRESIDENT

The President shall take the Chair at all meetings of the Club and its Board. In the absence of the President the Vice-President shall take the Chair and in the absence of both President and Vice-President those members present shall elect one of their number to chair the meeting. The Chairperson of the meeting shall have a casting vote only and shall not have a deliberative vote. The Chairperson's ruling on any item of conduct or procedure at any meeting shall be final. The President shall be an ex-officio member of all committees of the Club.

18.    SECRETARY

The Secretary shall provide all secretarial functions for the Club, giving or causing to be given all notices that may be required under this Constitution and generally shall carry into effect directions of the Board. All such functions may be delegated by the Secretary with the approval of the Board to an employee of the Club.

19.    TREASURER AND FINANCE

(a)    The Treasurer shall control the collection of all funds and income of the Club as soon as conveniently practicable after their receipt.

(b)    The Treasurer shall pay the Club's debts and commitments as they become due, such payments to be by way of not negotiable cheque whenever practicable.

(c)    All cheques drawn on the Club Account shall be signed by any two of four persons appointed for that purpose by the Board.

(d)    The Treasurer shall submit monthly financial statements in writing to Board Meetings.

(e)    The Treasurer shall present an audited statement of the Club's financial affairs at each Annual General Meeting.

(f)    The Treasurer shall arrange the authorisation and cause to be kept all required records of lotteries, raffles, and other fund raising activities conducted by the Club.

(g)    The Treasurer may with the consent of the Board delegate any of the above functions to an employee or employees of the Club.

20.    PATRONS

The Board may appoint such Patron or Patrons and Vice Patrons as may from time to time be determined for such period as may be determined in each case.

21.    OFFICIALS

The Board may appoint such Officials (including full or part-time employees) as it may from time to time determine for such period as it may determine in each case and may delegate to them such powers and duties as the Board deems necessary or desirable.

22.    AUDITORS

The Board shall appoint one or more qualified auditors who shall prepare an audited statement of the Club's finances for presentation at each Annual General Meeting. The auditors shall have the power to call for all or any books of account at any time.

23.    COMMON SEAL

The Common Seal of the Club shall be used only with the authority of the Board and every instrument to which the seal is affixed shall be signed by two members of the Board.

24.    ALTERATION TO CONSTITUTION

This Constitution may be altered at any General Meeting of the Club when notice of the proposed alteration is included in the notice of meeting given to members. No motion for alteration shall be deemed to be carried unless supported by two-thirds of the votes cast on such motion.

25.    WINDING UP

The Club may be dissolved at any time upon resolution carried at a General Meeting of the Club in the same manner as a resolution to amend the Constitution and subject to the formalities required for amendment to this Constitution. Upon such resolution being carried any property of the Club remaining after payment of all debts and legal liabilities shall be transferred to such charity or authority or institution approved under the provisions of Section 78(1) (A) of the Income Tax and Special Contributions Assessment Act for the time being in force or a Local or State Government Body or Authority as the meeting shall determine. 

25A. PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS.

The income and capital of the association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the association.
(Inserted November 2011)

26.    INDEMNITY

The members of the Board and their respective executors and administrators shall be at all times indemnified out of the funds of the Club from and against all damages costs charges and expenses paid or incurred by them or any of them as such members unless the same shall be the result of their gross negligence or willful act or default. All servants, employees and agents of the Club shall also have a like indemnity.

27.    DRUGS IN SPORT

The SARRC supports and agrees to abide by the Doping Policy of the Australian Sports Commission and the Australian Sports Drug Agency.














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