constitution...board proposed to be adopted at sabl agm 30th july 2020 south australian baseball...

Board Proposed

To be Adopted at SABL AGM

30th July 2020

South Australian Baseball League Incorporated

CONSTITUTION

**for example purposes only** Adopted by Resolution at Annual General Meeting on 30th July 2020

(ABN 14 584 177 655)

Board Proposed


30th July 2020

South Australian Baseball League Incorporated Constitution

South Australian Baseball League Inc CONSTITUTION Reference: BSA Administration/Constitution/Baseball SA Constitution 2020 07 08 .doc

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Contents

1. NAME OF ASSOCIATION AND ITS TRADE NAMES, COLOURS AND LOGO .......................... 4

Association & Trading Name, Colours & Logo ....................................................................... 4

2. DEFINITIONS AND INTERPRETATION ........................................................................................ 4

Definitions ............................................................................................................................... 4 Interpretation ........................................................................................................................... 5 Severance ............................................................................................................................... 6 The Act .................................................................................................................................... 6

3. OBJECTS OF THE LEAGUE ......................................................................................................... 6

4. POWERS OF THE LEAGUE .......................................................................................................... 7

5. MEMBERSHIP ................................................................................................................................ 7

Categories of Members .......................................................................................................... 7 Member Clubs ......................................................................................................................... 8 Affiliate Members .................................................................................................................... 9 Life Members .......................................................................................................................... 9 Individual Members ............................................................................................................... 10 Director Members ................................................................................................................. 10 Applications for Club or Affiliate Membership ....................................................................... 10 Obligations of Members ........................................................................................................11League to Keep Register ......................................................................................................11Use of Register .....................................................................................................................12Effect of Membership ............................................................................................................12Resignation of Membership ..................................................................................................12Discontinuance of Membership for Breach...........................................................................12Member to Re-Apply for Membership...................................................................................12Forfeiture of Rights and Lapse of Delegate Positions ..........................................................13Refund of Membership Fees ................................................................................................13Club, Affiliate and Individual Member Subscriptions, Fees and Fines .................................13

6. DISCIPLINE AND DISPUTE RESOLUTION ................................................................................13

Discipline and Dispute Resolution Regulations/Bylaws........................................................13Natural Justice and Procedural Fairness..............................................................................13Process .................................................................................................................................14

7. GENERAL MEETINGS .................................................................................................................14

Types ....................................................................................................................................14Attendance............................................................................................................................14Notice....................................................................................................................................15Business ............................................................................................................................... 15 Notices of Motion .................................................................................................................. 15 Quorum ................................................................................................................................. 15 President to Preside.............................................................................................................. 15 Adjournment .......................................................................................................................... 16 Voting Procedure .................................................................................................................. 16 Proxy and Electronic or Postal Voting .................................................................................. 17 Minute Taking and Recording of Determinations ................................................................. 17 Special General Meetings ..................................................................................................... 17 Requisition of Special General Meetings .............................................................................. 17

8. MANAGEMENT ............................................................................................................................ 18

General Powers of the Board ............................................................................................... 18 Composition of the Board ..................................................................................................... 18 Portfolios ............................................................................................................................... 18 Nominations for President and Elected Directors ................................................................. 18 Elections ............................................................................................................................... 19 Term of Office for President and Elected Directors .............................................................. 19 Appointment of Appointed Directors ..................................................................................... 19

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Qualifications for Appointed Directors .................................................................................. 20 Term of Office of Appointed Directors .................................................................................. 20 Chair ..................................................................................................................................... 20 Casual Vacancies ................................................................................................................. 20 Duties of All Directors ........................................................................................................... 20 Grounds for Termination of the President or Elected Director ............................................. 20 Board May Act ...................................................................................................................... 21 Board to Meet ....................................................................................................................... 21 Decisions of Board ................................................................................................................ 22 Circulatory Resolutions ......................................................................................................... 22 Meetings by Electronic Means .............................................................................................. 22 Quorum ................................................................................................................................. 22 Conflict of Interest ................................................................................................................. 22 Disclosure of Interests .......................................................................................................... 23 General Disclosure ............................................................................................................... 23 Recording Disclosures .......................................................................................................... 23 Delegations ........................................................................................................................... 23

Board May Delegate Functions ..................................................................................... 23 Delegation by Instrument .............................................................................................. 23 Publication of the Instrument ......................................................................................... 23 Delegated Function Exercised in Accordance with Terms............................................ 23 Procedure of Delegated Entity ...................................................................................... 24 Delegation May be Conditional ..................................................................................... 24 Revocation of Delegation ..............................................................................................24

Seal .......................................................................................................................................24Appointment of the General Manager...................................................................................24Appointment of Public Officer ...............................................................................................25

9. RECORDS AND ACCOUNTS ......................................................................................................25

Accounts to be Kept and Distributed ....................................................................................25Transaction Accounts ...........................................................................................................25Auditor...................................................................................................................................26Application of Income ...........................................................................................................26

10. ADMINISTRATION .......................................................................................................................27

Winding Up ...........................................................................................................................27Distribution of Assets and Property on Winding Up..............................................................27Amendment of Constitution ..................................................................................................27South Australian Baseball League Incorporated Regulations ..............................................27Notice....................................................................................................................................27Patrons and Vice Patrons .....................................................................................................28Indemnity ..............................................................................................................................28Authority to Trade .................................................................................................................28Colours of the League .......................................................................................................... 28 Transitional Provisions (Directors’ Terms and Regulations) ................................................ 28

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ASSOCIATIONS INCORPORATION ACT 1985 (SA)

CONSTITUTION

of the

SOUTH AUSTRALIAN BASEBALL LEAGUE INCORPORATED

1. NAME OF ASSOCIATION AND ITS TRADE NAMES, COLOURS AND LOGO

Association & Trading Name, Colours & Logo

The name of the association is South Australian Baseball League Incorporated.

The Board may adopt trade names by which the League or parts of it can be recognised.

Subject to clause 10.9(b), the Board may adopt a logo and colours for the League. The logo and colours are for the use of the League and may not be used by others (including Members) except with the authority of the Board.

2. DEFINITIONS AND INTERPRETATION

Definitions

In this Constitution, unless the contrary intention appears:

Act means the Associations Incorporation Act 1985 (SA).

Affiliate Member means an association, league, union or other body which has been admitted as an Affiliate Member under clause 5.3.

Annual General Meeting means a meeting of the kind described in clause 7.1(a).

Appointed Director means a Director appointed by the Board under clause 8.7.

Baseball means the sport of baseball and includes Baseball5 and Tball.

Baseball Australia means Australian Baseball Federation Limited, sometimes referred to as Baseball Australia, ABF, ABL or BA.

Board means the body consisting of the President, the Appointed Directors, the Elected Directors and the General Manager

Constituent Documents means, in respect of a Club Member or an Affiliate Member, that Member’s governing documents, including but not limited to its constitution, regulations and policies.

Constitution means this constitution.

Delegate means, in respect of either a Club Member or an Affiliate Member, a person appointed from time to time to represent the Member at General Meetings.

Director means a member of the Board.

Elected Director means a director elected by the Members under clause 8.5.

General Manager means the General Manager of the League for the time being appointed under this Constitution.

Financial year means the period of 12 months commencing on 1 May and ending on 30 April each year.

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General Meeting means any general meeting of Members and includes the Annual General Meeting or any Special General Meeting.

Individual Member means a natural person who is otherwise admitted to membership as an Individual Member under clause 5.5.

Intellectual Property means all rights subsisting in copyright, business names, names, trademarks (or signs), logos, designs, equipment (including computer software), images (including photographs, videos or films) or service marks relating to the League or any activity of or conducted, promoted or administered by the League.

League means South Australian Baseball League Incorporated.

Life Member means an Individual Member appointed as a life member of the League under clause 5.4.

Member means a member for the time being of the League.

Member Board means, in respect of a Member Club or an Affiliate Member or an applicant for either Club Membership or Affiliate Membership, its board of directors or the committee that controls it.

Member Club means a Baseball Club which has been admitted as a Member Club under clause 5.2.

Notice means a communication required by this Constitution or a Regulation to be given by the Association to a Member or by a Member to the League.

Objects means the objects of the League in clause 3.

Participant means a person who represents a Member Club as a player, coach, umpire, team manager or scorer.

President means the person for the time being elected as President of the League.

Regulations means regulations, bylaws or other rules made by the Board under clause 10.4(a).

Region means the State of South Australia and any other geographical area for the time being prescribed by the Board as part of the Region.

Regional Baseball Organisation means an organisation other than the League that conducts and manages Baseball competitions in the Region.

Seal means the common seal of the League.

Special Resolution means a special resolution defined in the Act.

Interpretation

In this Constitution:

a reference to a function includes a reference to a power, authority and duty;

a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority of the performance of the duty;

words importing the singular include the plural and vice versa;

words importing any gender include other genders;

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references to persons include corporations and bodies politic;

references to a person include the legal personal representatives, successors and permitted assigns of that person;

a reference to a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them (whether of the same or any legislative authority having jurisdiction);

a reference to ‘writing’ is, unless the contrary intention appears, to be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form, including messages sent by facsimile, electronic mail or other electronic means.

Severance

If any provision of this Constitution or any phrase contained in it is invalid or unenforceable, the phrase or provision is to be read down, if possible, so as to be valid and enforceable, and otherwise must be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Constitution.

The Act

Except where the contrary intention appears, in this Constitution, an expression that deals with a matter under the Act has the same meaning as that provision of the Act. The model rules under the Act are expressly displaced by this Constitution.

3. OBJECTS OF THE LEAGUE

The objects of the League are, within the Region, to:

participate as a member of Baseball Australia so Baseball can be conducted, encouraged, promoted, advanced and administered.

arrange, conduct and regulate competitions in Baseball;

affiliate with Baseball Australia and act as its South Australian affiliated member;

maintain and enhance the reputation of Baseball and the standards of play and behaviour of participants in Baseball;

undertake and or do other things or activities which are necessary, incidental or conducive to the advancement of these Objects;

have regard to the public interest in its operations;

promote at all times mutual trust and confidence between the League, Baseball Australia and the Members in pursuit of these objects;

act at all times on behalf of, and in the interest of, the Members and Baseball;

promote the economic and community service success, strength and stability of the League, the Members and Baseball;

affiliate and otherwise liaise with Baseball Australia and adopt its rule and policy framework to further these objects and Baseball;

use and protect the intellectual property appropriately;

strive for government, commercial and public recognition of the League and Baseball;

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abide by, promulgate, enforce and secure uniformity in the application of the rules of the Sport as may be determined from time to time by Baseball Australia and as may be necessary for the management and control of Baseball and related activities;

act as an arbiter (as required) on all matters pertaining to the conduct of Baseball, including disciplinary matters;

pursue such commercial arrangements, including sponsorship and marketing opportunities, as are appropriate to further the interests of Baseball;

adopt and implement such policies as may be developed by Baseball Australia, including (as relevant and applicable) member protection, anti-doping, health and safety, player and child welfare, junior sport, infectious diseases and such other matters as may arise as issues to be addressed in Baseball;

have regard to the public interest in its operations;

do all that is reasonably necessary to enable these Objects to be achieved and enable Members to receive the benefits which these Objects are intended to achieve;

promote the health and safety of Members and all other participants in Baseball; and

seek and obtain improved facilities for the enjoyment of Baseball.

4. POWERS OF THE LEAGUE

Solely for furthering the Objects, the South Australian Baseball League has the rights, powers and privileges conferred on it under section 25 of the Act, namely to:

acquire, hold, deal with, and dispose of, any real or personal property;

administer any property on trust;

open and operate ADI (Authorised Deposit-Taking Institution) accounts;

invest its moneys —

(i) in any security in which trust moneys may, by Act of Parliament, be invested; or

(ii) in any other manner authorised by the rules of the League;

borrow money upon such terms and conditions as the League thinks fit;

give such security for the discharge of liabilities incurred by the League as the League thinks fit;

appoint agents to transact any business of the League on its behalf; and

enter into any other contract it considers necessary or desirable.

5. MEMBERSHIP

Categories of Members

The categories of Members of the League are:

Member Clubs;

Affiliate Members;

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Life Members;

Individual Members;

Directors; and

other new categories of Members created from time to time by the Board but no Member in a new category of Member created by the Board may have voting or debating rights at a General Meeting.

Member Clubs

The Baseball clubs that are Members when this Constitution is adopted will continue as Member Clubs.

Each Member Club is entitled to receive notice of General Meetings and to be represented at General Meetings by up to three (3) Delegates each of whom may participate in debate and cast one (1) vote on every resolution which is proposed to the General Meeting.

Each Member Club is taken, by virtue of that membership, to have agreed:

(i) that it and its own Individual members recognise the League as the authority for Baseball in the Region and Baseball Australia as the authority for Baseball nationally;

(ii) that it will submit to the League an up-to-date list of the names and contact details of the members of the Member Board within four (4) weeks of the League’s Annual General Meeting and update the list for any changes as they arise;

(iii) that it will submit an up-to-date copy of its Constituent Documents to the League as and when requested by the Board or required by this Constitution or the Regulations;

(iv) that it will conscientiously attend General Meetings;

(v) that it will maintain, in a form requested by the League, a register of its Individual Members and provide a copy of the register to the League on request by the Board;

(vi) that, if and when requested by the League, it will forthwith also provide the League with copies of its audited accounts, annual financial reports and other associated documents;

(vii) that it will not amend its name or adopt a new name or amalgamate with any other Club without the authority of the Board; and

(viii) that it will hold its Annual General Meeting before the 1st July in each year.

If a Club is not incorporated at the time of applying for membership, the process of incorporation must be completed within one year of applying for membership. If that process is not completed within that time, the membership will lapse but it may reapply on becoming incorporated.

Each Club’s Constituent Documents must:

(i) clearly reflect the Objects; and

(ii) conform with this Constitution, the Regulations and the policies of the League.

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Affiliate Members

The entities that are Affiliate Members when this Constitution is adopted will continue as Affiliate Members

Each Affiliate Member is entitled to receive notice of General Meetings and to be represented at General Meetings by one (1) delegate who may participate in debate and cast one (1) vote on every resolution which is proposed to the General Meeting.

Each Affiliate Member is taken, by virtue of that membership, to have agreed:

(i) that it and its own Individual Members recognise the League as the authority for Baseball in the Region and Baseball Australia as the authority for Baseball nationally;

(ii) that it will submit to the League an up-to-date list of the names and contact details of the members of the Member Board within four (4) weeks of the League’s Annual General Meeting and update the list for any changes as they arise;

(iii) that it will submit an up-to-date copy of its Constituent Documents to the League as and when requested by the Board or required by this Constitution or the Regulations;

(iv) that it will conscientiously attend General Meetings;

(v) that it will maintain, in a form requested by the League, a register of its members and provide a copy of the register to the League on request by the Board;

(vi) that, if and when requested by the League, it will forthwith also provide the League with copies of its audited accounts, annual financial reports and other associated documents;

(vii) that it will hold its Annual General Meeting before 1st July in each year; and

(viii) that it will promptly pay all registration fees, fines and other fees and levies raised by the League under this Constitution or the Regulations.

If an applicant is not incorporated at the time of applying for Affiliate Membership, the process of incorporation must be completed within one year of applying for membership. If that process is not completed within that time, the membership will lapse but it may reapply on becoming incorporated.

Each Club’s Constituent Documents must:

(i) clearly reflect the Objects; and

(ii) conform with this Constitution, the Regulations and the policies of the League.

Life Members

Life membership is the highest honour that can be bestowed on a natural person by the League for longstanding and valued service to Baseball.

A person does not have to be a Member or a member of a Member Club to be eligible for Life Membership.

Life Membership may be awarded posthumously.

Nominations for Life Membership must be in writing and made to the Board by a Member and seconded by another Member or by a committee appointed by the Board

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for the purpose. The Board may prescribe the form in which nominations by Members are to be made.

A person may be elected a Life Member by ordinary resolution passed at an Annual General Meeting on the recommendation of the Board. No more than two appointments can be made in any year.

A Life Member is entitled to receive notice of General Meetings, to be present, to debate and to cast one (1) vote at General Meetings.

Individual Members

Every person who is registered as a Participant or as a member of an Affiliate Member is, by virtue of that registration, an Individual Member for so long as they remain registered.

The Board may, in its discretion admit any other person to individual Membership

An Individual Member is entitled to receive notice of and attend General Meetings but is not entitled to vote and may only participate in debate with the consent of the Chair or the authority of a resolution of the meeting.

Director Members

Every Director is by virtue of their directorship, a Director Member for so long as they remain a Director.

A Director Member is entitled to receive notice of General Meetings, to be present, to debate and to cast one (1) vote at General Meetings.

Applications for Club or Affiliate Membership

A Baseball club may apply in writing to the Board for admission to Membership as a Member Club. The application must be signed by the President and Secretary of the new Club and include;

(i) the name of the club (including its nickname and logo)

(ii) the colours and design of the club’s uniform;

(iii) the location of the club’s grounds, a description of facilities available to the club and the occupancy arrangements that the club has for the grounds and facilities;

(iv) the names and contact details of all members of the Member Board;

(v) applications to register each of its Participants with the League as required by the Regulations; and

(vi) any other information required by the Board.

A regional sporting organisation, association or league, a union, an association, a social club or other body which has for its objects the promotion of, interest in, or betterment of Baseball, may apply in writing to the Board for admission to Membership as an Affiliate Member. The application must be signed by the President and Secretary of the applicant and include;

(i) the name of the applicant (including any nickname or logo it uses);

(ii) the location of any grounds the applicant uses, a description of facilities available to the applicant and the occupancy arrangements that the applicant has for the grounds and facilities;

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(iii) the names and contact details of all members of its Member Board; and

(iv) any other information required by the Board.

Subject to the following paragraph of this clause, the Board may accept or reject an application for Club or Affiliate Membership and is not required to provide a reason for accepting or rejecting the application .

A club whose application for Club Membership is accepted by the Board cannot be admitted to Membership unless the Board’s acceptance is ratified by resolution of the League in General Meeting.

Obligations of Members

All Members must:

treat all staff, contractors and representatives of the League, Baseball Australia and all those involved with Baseball with respect, decency and courtesy at all times;

maintain and enhance the standards, quality and reputation of the League, Baseball Australia and Baseball;

not act in a manner:

(i) unbecoming of a Member or prejudicial to the Objects or the interests or reputation of Baseball, the League or Baseball Australia; or

(ii) that is likely to bring Baseball, the League or Baseball Australia into disrepute or which might adversely affect or derogate from the standards, quality and reputation of Baseball, the League or Baseball Australia; and

in the case of a Member Club or an Affiliate Member, take reasonable steps to prevent any of its own members, Participants, officials or supporters from acting in a manner:

(i) unbecoming or prejudicial to the Objects of the interests or reputation of Baseball, the League or Baseball Australia; or

(ii) that is likely to bring Baseball, the League or Baseball Australia into disrepute or which might adversely affect or derogate from the standards, quality and reputation of Baseball, the League or Baseball Australia; and

in the case of a Member Club or an Affiliate Member, take reasonable steps to discipline appropriately any of its own members, Participants officials or supporters who acts in such a way that is;

(i) unbecoming or prejudicial to the Objects of the interests or reputation of Baseball, the League or Baseball Australia; or

(ii) that is likely to bring Baseball, the League or Baseball Australia into disrepute or which might adversely affect or derogate from the standards, quality and reputation of Baseball, the League or Baseball Australia.

League to Keep Register

Subject to the Act, confidentiality considerations and privacy law, the League must keep and maintain an up to date register of Members.

The register must contain, in respect of each Member at least the full name, address, phone number of the Member.

The Register may contain such other information as the Board considers appropriate.

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Members must provide the League with the details required to keep the register complete and up to date, including information required under the preceding paragraph (c).

Use of Register

Subject to the Act, confidentiality considerations and privacy laws, the register may be used to further the Objects, in such manner as the Board considers appropriate.

Effect of Membership

Each Member acknowledges and agrees that:

this Constitution forms a contract between the Member and the League and that they are bound by this Constitution and the Regulations and policies of the League (as well as the constitutions, regulations and policies of Baseball Australia, where applicable);

they must comply with and observe this Constitution and the Regulations and policies of the League and also any determination, resolution or decision, which may be made or passed by the Board or other entity with delegated authority on behalf of the League;

by submitting to this Constitution and the Regulations and policies of the League, they are subject to the jurisdiction of the League and Baseball Australia (where applicable);

the Constitution and the Regulations and policies of the League are necessary and reasonable for promoting the Objects and particularly the advancement and protection of Baseball in the Region.

Resignation of Membership

A Member Club or an Affiliate Member may not resign, disaffiliate or otherwise seek to withdraw from the League except by Special Resolution of the members of the Club or Affiliate Member followed by the approval of the League’s Board.

Discontinuance of Membership for Breach

Subject to paragraphs (b), (c) and (d) below, a Member who breaches of any clause of this Constitution or the Regulations or the policies of the League (including, but not limited to, the failure to pay any monies owed to the League, a breach of discipline or the failure to comply with the Regulations or any resolutions or determinations made or passed by the Board or any duly authorised committee) may be expelled from Membership by resolution of the Board.

A Member may not be expelled unless the Member has been afforded natural justice in accordance with the Act and procedural fairness generally.

A Member expelled under the preceding paragraph (a) may appeal the expulsion in writing to the League. The appeal must be lodged with League within fourteen (14) days after the Member receives notice of the expulsion.

On receipt of an appeal, the League must convene a General Meeting of Members to consider the appeal. The General Meeting may, by Special Resolution allow the appeal and overturn the expulsion, in which case the Member’s membership will be taken never to have been interrupted.

Member to Re-Apply for Membership

A Member who has resigned or been expelled may re-apply for membership in accordance with this Constitution.

An application for readmission is to be treated as a new application for membership.

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Forfeiture of Rights and Lapse of Delegate Positions

A Member whose membership ceases, for whatever reason, forfeits all rights in and claims on the League and its property and may not use any property of the League (including Intellectual Property) without the authority of the Board.

Any League documents, records or other property in the possession, custody or control of that Member must be returned to the League immediately.

Refund of Membership Fees

Membership fees, subscriptions, fines or charges paid by the discontinued Member are not refundable and all outstanding fees, subscriptions, fines or charges remain payable and are recoverable as debts owed to the League.

Club, Affiliate and Individual Member Subscriptions, Fees and Fines

The Board will:

(i) fix annual Club, Affiliation and Individual Membership subscriptions payable to the League; and

(ii) fix such other fees or levies (such as tournament fees, transfer fees, protest fees, tribunal hearing fees) payable to the League as the Board considers prudent for the effective and sustainable management of the affairs of the League; and

(iii) fix fines payable to the League for breaches of this Constitution or the; and

(iv) determine the time for and manner of payment of the subscriptions, fees, levies or fines by Members to the League.

(b) The Board may fix subscriptions, fees or levies at different rates for different categories of membership and may determine that no subscriptions are payable by one or more of the categories for any season.

(c) Prior to participating in sanctioned Baseball Australia or League competitions, trials or tournaments, each Member must pay the current full year’s League and Baseball Australia subscription applicable to the Member. Until receipt of this payment the Member will be ineligible to participate in any of the League’s competitions without the approval of the Board.

(d) All fees, subscriptions, fines or charges payable by a Member are debts owed to and recoverable by the League.

6. DISCIPLINE AND DISPUTE RESOLUTION

Discipline and Dispute Resolution Regulations/Bylaws

The Board may make Regulations governing the hearing and determination of disputes or complaints made by or against Members or the League or disciplinary matters generally or any other matter involving the enforcement of this Constitution or the Regulations or policies of the League.

Despite any Regulation made under this clause 6.1, and unless otherwise specified, the Board may itself deal with any disciplinary matter referred to it or appoint a judiciary committee or tribunal to do so.

Natural Justice and Procedural Fairness

All proceedings relating to matters falling under clause 6.1 must be conducted in accordance with the Act and according to the rules of natural justice and procedural fairness.

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Process

The dispute resolution procedure set out in this clause applies to disputes between a Member and:

(i) another Member; or

(ii) the League.

In this clause ‘Member’ includes any former Member who was a Member not more than six months before the dispute occurred and who is involved in the dispute.

Both parties to the dispute must provide a written notice to the Board setting out the full particulars of all matters in dispute.

The Board may, and in the case of a dispute to which the League is a party, must appoint a judiciary committee or tribunal to confer with, or attend to, the dispute and may direct such committee or tribunal to report its findings to the Board or to encourage the parties in dispute to arrive at an amicable settlement.

The Board may require representation of all parties to meet and discuss the matter in dispute, and, if possible, resolve the dispute. The General Manager may convene the meeting and give notice of its date and time to the parties to the dispute.

If, in the case of a dispute between Members, the dispute is not resolved at the meeting, the dispute may be adjudicated by the Board, or appointed committee or tribunal and the decision of the Board, committee or tribunal (as the cases may be), is final and binding on all parties.

If, in the case of a dispute to which the League is a party, the dispute is not resolved at the meeting, the parties may, within ten (10) days after the scheduled meeting, refer the dispute to the State Sport Dispute Centre for resolution.

If a dispute is subject to a fee a prescribed in the Regulations, the Board, committee or tribunal may include in its findings a direction as to the retention, return or increase of the fee.

7. GENERAL MEETINGS

Types

There are two (2) General Meetings that can be convened where Member Clubs, Affiliate Members and Life Members have the opportunity to express opinions and vote on various matters. They are:

Annual General Meetings: Annual General Meetings of the League must be held each year in accordance with the Act and this Constitution and on a date and at a venue to be determined by the Board but no later than 31st July.

Special General Meetings: Special General Meetings of the League are special meetings that are convened by Members to discuss extraordinary issues.

Attendance

Unless this Constitution expressly provides otherwise, all Members and the Board appointed auditor may attend a General Meeting.

For all the purposes of this Constitution, a Member Club or an Affiliate Member represented at a General Meeting by a Delegate is to be taken to be present in person at the General Meeting.

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Except when voting is to be conducted by post or email (clause 7.10), the Secretary of each Member Club or Affiliate Member entitled to vote must notify the General Manager of the name of each person duly appointed as a Delegate to attend and vote on behalf of the Club or Affiliate at such meeting. The notification must be in writing and received by the General Manager at least seven (7) days prior to the time appointed for the meeting.

Notice

Notice of General Meetings must be given to Members and the auditor by the means authorised in clause 10.5.

A notice of a General Meeting must specify the place, date and hour of the General Meeting and state the nature and order of the business to be transacted at the General Meeting.

At least thirty (30) days’ notice of a General Meeting must be given to those Members entitled to receive notice, together with:

(i) the agenda for the General Meeting; and

(ii) in the case of an Annual General Meeting, portfolio descriptions for any Director vacancies

Business

The ordinary business to be discussed at the Annual General Meeting includes, but is not limited to, receiving and adopting reports of the Board, auditor and League staff, consideration and approval of financial and other accounts, the appointment of an auditor, election of Life Membership, the election of Directors’ and any amendments to this Constitution.

All business that is discussed at a Special General Meeting or an Annual General Meeting, other than those matters referred to in clause 7.4(a), is special business.

Subject to clause 7.5, no special business, other than that stated on the notice for a General Meeting, may be discussed at that General Meeting.

Notices of Motion

Members entitled to vote may submit notices of motion or items for discussion for inclusion as special business at a General Meeting. All notices of motion or items for discussion must be submitted in writing to the General Manager not less than twenty-one (21) days prior to the General Meeting.

On receipt of a notice given under the preceding paragraph (a), the General Manager must, as soon as practicable, send a copy of the notice to all Members entitled to attend the General Meeting.

Quorum

No business may be discussed or transacted at a General Meeting unless a quorum is present at the time when the General Meeting proceeds to business. A quorum for a General Meeting is twenty (20) persons (Directors, Life Members or Delegates) entitled to vote.

President to Preside

The President will, subject to this Constitution, preside as chair at every General Meeting except:

(i) in relation to any election for which the President is a nominee; or

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(ii) where the President has a conflict of interest.

If the President is not present or is unwilling or unable to preside, the Members present will nominate another Director to preside as chair for that General Meeting only.

Adjournment

If within half an hour from the time appointed for the General Meeting, a quorum is not present, the General Meeting must be adjourned until the same day in the next week at the same time and place or to such other day, time and place as the chair determines.

If at the adjourned General Meeting a quorum is not present within half an hour from the time appointed for the adjourned General Meeting those persons present and entitled to vote will constitute a quorum.

The chair may, with the consent of any General Meeting at which a quorum is present, and must, if directed by the General Meeting, adjourn the General Meeting from time to time and from place to place but no business may be transacted at any adjourned General Meeting other than the business left unfinished at the General Meeting from which the adjournment took place.

When a General Meeting is adjourned for thirty (30) days or more, notice of the adjourned General Meeting must be given as in the case of an original General Meeting.

Except as provided in clause 7.8(d), it is not necessary to give any notice of an adjournment or the business to be discussed or transacted at any adjourned General Meeting.

Voting Procedure

At any General Meeting, unless the vote is for the election of Board Directors, a resolution put to the vote of the General Meeting will be decided on a show of hands unless a poll is demanded (before the show of hands) by:

(i) the chair; or

(ii) eight (8) persons present and entitled to vote at the General Meeting.

Subject to paragraph (g) below, each Member Club is entitled to up to three (3) Delegates at a General Meeting and each of those Delegates is entitled to one vote on either a show of hands or a poll.

Subject to paragraph (g) below, each Affiliate Member is entitled to one Delegate at General Meetings. The Delegate is entitled to one (1) vote on a show of hands or a poll.

Subject to paragraph (g) below, each Life Member is entitled to one (1) vote at General Meetings.

Subject to paragraph (g) below, each Director, including the President presiding over the General Meeting, is entitled to one (1) vote at General Meetings. However, the President is not entitled to exercise a casting vote in the event of an equality of votes at General Meetings.

Every question or ballot, except those matters which require a special resolution, will be decided by a simple majority of votes cast.

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A person who is entitled to more than one (1) vote as a Delegate, Director or Life Member may cast separate votes in each category for which they are entitled, whether on a show of hands or on a poll.

Proxy and Electronic or Postal Voting

No voting by proxy is allowed.

The Board may direct from time to time that electronic or postal voting (or both) is permitted in such instances as the Board may determine and may prescribe the procedures for the vote.

Minute Taking and Recording of Determinations

The Board must ensure that minutes are taken and kept of each General Meeting.

The minutes must record:

(i) the business considered at the meeting;

(ii) any resolution on which a vote is taken and the result of the vote; and

(iii) the names of persons present at all meetings.

In addition, the minutes of each Annual General Meeting must include:

(i) the financial statements submitted to the members in accordance with the Act;

(ii) the certificate signed by two (2) Directors certifying that the financial statements give a true and fair view of the financial position and performance of the League; and

(iii) any audited accounts and auditor's report or report of a review accompanying the financial statements that are required under the Act.

The minutes of General Meetings must be available for inspection and copying by the Members.

A declaration by the chair that a resolution has, on a show of hands, been carried (either unanimously or by a particular majority) or lost and an entry to that effect in the minutes of the proceedings of the League is conclusive evidence of the fact without proof of the number of the votes recorded in favour of or against the resolution.

Special General Meetings

The Board may, whenever it thinks fit, convene a Special General Meeting.

Requisition of Special General Meetings

On the requisition in writing of not less than two (2) Club Members, the Board must, within one (1) month after the receipt of the requisition (and provided notice is given in accordance with paragraph (b) below), convene a Special General Meeting for the purpose specified in the requisition.

Every requisition for a Special General Meeting must be signed by the requisitioning Members, state the purpose of the meeting, contain the text of any motion proposed to be put to the meeting and be sent to the General Manager. The requisition may consist of several documents in a like form, each signed by one (1) or more of the Members making the requisitions.

If the Board does not cause a Special General Meeting to be held within one (1) month after the receipt of the requisition, the Members making the requisition may

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convene a Special General Meeting to be held not later than three (3) months after the receipt of the requisition.

A Special General Meeting convened by the requisitioning Members under this Constitution must be convened in the same manner, or as nearly as practicable to the same manner, as a meeting convened by the Board and for this purpose the Board must ensure that the Members making the requisition are supplied free of charge with particulars of the Members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting must be borne by the League.

8. MANAGEMENT

The Board constitutes the Committee for the purposes of the Act.

General Powers of the Board

Subject to the Act and this Constitution, the business and affairs of the League must be managed by the Board, which may exercise the powers of the League for that purpose.

The Board must perform its functions in the pursuit of the Objects and in the interests of Baseball and of the League as a whole, having regard to League’s position and role in the structure and reputation of Baseball in the Region.

The Board may not cause the League to disaffiliate from Baseball Australia in any way unless pursuant to a resolution of the Members at a General Meeting.

Composition of the Board

The Board will comprise of:

The President; and

up to six (6) Elected Directors elected under clause 8.6; and

up to two (2) Appointed Directors appointed under clause 8.7(a); and

at the discretion of the Board, the General Manager.

Portfolios

The Board may allocate portfolios to Directors as the Board thinks fit and may delegate authority to act within a portfolio to the nominated Director. However, if it makes such an allocation and delegation, the Board must publish particulars of the allocation and delegation on the League’s website.

Nominations for President and Elected Directors

The Board must call for nominations for President and Elected Directors at least thirty (30) days prior to the Annual General Meeting.

The Board may, when it calls for nominations, indicate which portfolios on the Board it wishes to fill, the job descriptions for those portfolios and the qualifications or experience it considers desirable for those portfolios.

The President and Elected Directors must be independent and not hold any Member Board position or Senior Division One head coaching position with any Member Club. (This rule does not preclude a Division One assistant coach from being elected or appointed to the Board).

Nominations must:

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(i) be in writing;

(ii) be in the prescribed form (if any) provided for that purpose;

(iii) be signed by the nominee;

(iv) disclose any position or role the nominee holds in a Member Club or Affiliate Member; and

(v) be delivered to the General Manager not less than twenty-one (21) days before the date fixed for the Annual General Meeting.

Not less than fourteen (14) days before the date fixed for the Annual General Meeting, the General Manager must circulate the nominations and (subject to paragraph (f) below) any accompanying material received with the nominations, to the Members entitled to vote at the Annual General Meeting.

The General Manager is not required to circulate any defamatory or scandalous material.

Elections

If the number of nominations received for the Board is equal to the number of vacancies to be filled or if there are insufficient nominations received to fill all vacancies on the Board, then those nominated will be declared elected but only if approved by the majority of Members entitled to vote at the Annual General Meeting. Any vacancies then remaining unfilled may be filled by the Board but not from amongst nominees who were not approved at the Annual General Meeting. For the purposes of this Constitution, any Director appointed by the Board under this clause will be taken to be an Elected Director.

If the number of nominations exceeds the number of vacancies to be filled, an election must be conducted at the Annual General Meeting.

The election must be conducted by a secret ballot and counted by scrutineers appointed by the Chair. The elections will be decided on the first past the post principle.

Term of Office for President and Elected Directors

Subject to provisions in this Constitution relating to early retirement or removal of the President or Directors and to the following paragraph (b), each of the President and Directors elected under clause 8 will hold office for a term of three (3) years starting at the conclusion of the Annual General Meeting at which their election occurred and ending at the conclusion of the third Annual General Meeting following. No more than two (2) consecutive terms may be served by any one President or Elected Director.

At least one-third of the Elected Directors must retire in each year.

In order to ensure rotational and staggered terms, if, in any year, the number of Elected Directors’ positions falling vacant is less than one-third of their total number, the Board must choose which of the otherwise continuing Elected Directors must retire to conform with clause 8.7(b).

If the law requires the President or an Elected Director to have a particular qualification or clearance (for example, Working With Children Check), the President or Elected Director's term will not begin until the qualification or clearance has been established.

Appointment of Appointed Directors

The Elected Directors may appoint up to two (2) Appointed Directors.

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The Board may also appoint the General Manager as a Director to hold that office ex officio at the pleasure of the Board.

Qualifications for Appointed Directors

In appointing Appointed Directors, the Elected Directors should have regard to which personal skills, diversity (including, but not limited to gender, ethnicity and age) and experience the Elected Directors believe will complement the Board composition.

If the law requires an Appointed Director to have a particular qualification or clearance (for example, Working With Children Check), the Board must not make the appointment until the qualification or clearance has been established.

Term of Office of Appointed Directors

The term of office of each Appointed Director must be fixed by the Elected Directors at the time of the Appointed Director's appointment but it cannot exceed two (2) years.

Chair

The President will act as chair for the Board. If the President is not present or is unwilling or unable to preside at a Board meeting, the remaining Directors must appoint another Director to preside as chair for that meeting only.

Casual Vacancies

Subject to clause 8.5, any casual vacancy occurring in the position of Director may be filled by the remaining Directors from among appropriately qualified persons. Any casual vacancy may only be filled for the remainder of the Director’s term under this Constitution.

Duties of All Directors

In accordance with Division 3A of the Act, Directors must:

not, in the exercise of their powers or the discharge of their duties, commit an act with intent to deceive or defraud the League, Members or creditors of the League or creditors of any other person or for any fraudulent purpose;

not make improper use of information acquired by virtue of their position in the League so as to gain, directly or indirectly, any pecuniary benefit or material advantage themselves or any other person, or so as to cause a detriment to the League;

not make improper use of their position as such an officer or employee so as to gain, directly or indirectly, any pecuniary benefit or material advantage for themselves any other person, or so as to cause a detriment to the League; and

at all times act with reasonable care and diligence in the exercise of their powers and the discharge of the duties of their office.

Grounds for Termination of the President or Elected Director

The office of a Director becomes vacant if the Director:

(i) dies;

(ii) becomes bankrupt or makes any arrangement or composition with his or her creditors generally;

(iii) suffers from mental or physical incapacity;

(iv) cannot obtain or retain office under section 30 of the Act;

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(v) resigns his or her office by notice in writing to the League and accepted by a meeting of the Board;

(vi) is absent without the consent of the Board from meetings of the Board held during a period of six (6) months;

(vii) is elected to a Member Board or is appointed Senior Division One head coach of a Member Club or, except in the case of the General Manager, holds any office of employment with the League;

(viii) is removed by the Board if he or she is directly or indirectly interested in any contract or proposed contract with the League and fails to declare the nature of his or her interest (and which amounts to a conflict of interest);

(ix) in the case of an Appointed Director, is removed from office by the Elected Directors;

(x) is removed by the Members in General Meeting;

(xi) in the case of the General Manager, ceases to be the General Manager or, while still General Manager, is removed as a Director by the rest of the Board; or

(xii) would otherwise be prohibited from being a director of a corporation under the Corporations Act 2001 (Cth).

If a President or Elected Director is removed by special resolution of the Members, the President or Elected Director cannot be reappointed to the Board as an Appointed Director without a further special resolution of Members authorising the appointment.

Board May Act

If there are any vacancies on the Board, the remaining Directors may act but, if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of the Board, they may act only for the purpose of increasing the number of Directors to a number sufficient to constitute a quorum.

Board to Meet

The Board must meet as often as it considers necessary in every calendar year for the dispatch of business (and must meet at least as often as is required under the Act) and in accordance with principles of good governance. Subject to this Constitution, the Board may adjourn and otherwise regulate its meetings as it thinks fit.

Any Director may at any time convene a meeting of the Board on reasonable notice to the other Directors.

The Board must cause minutes to be kept of its meetings and may appoint a member of the League’s staff as Minute Secretary.

Board minutes must record, at least;

(i) the business considered at the meeting;

(ii) any resolution on which a vote is taken and the result of the vote; and

(iii) the names of persons present at all meetings.

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Decisions of Board

Subject to this Constitution, questions arising at any meeting of the Board may be decided by resolution of the Directors. Each Director has one (1) vote on any question. The President is entitled to a deliberative vote, and, in the event of an equality of votes, a second or casting vote.

Circulatory Resolutions

A resolution in writing, signed or assented to by email or other form of visible or other electronic communication by all the Directors for the time being present in Australia is as valid and effectual as if it had been passed at a meeting of Directors duly convened and held. Any such resolution may consist of several documents in like form each signed or assented to by one (1) or more of the Directors.

A resolution may not be passed under clause 8.17(a) if, before it is circulated for voting under clause 8.17(a) the Board resolves that it can only be put at a meeting of the Board.

A resolution passed under this clause must be recorded in the minute book.

Meetings by Electronic Means

Without limiting the power of the Board to regulate its meetings as it thinks fit, and subject to clause 8.19, a meeting of the Board may be held where one or more of the directors is not physically present at the meeting, provided that:

(i) all persons participating in the meeting are able to communicate with each other effectively, simultaneously and instantaneously whether by means of telephone or other form of communication;

(ii) notice of the meeting is given to all the Directors entitled to notice in accordance with the usual procedures agreed upon or laid down from time to time by the Board or this Constitution;

(iii) the minutes of the meeting record that it was conducted under this clause 8.18.

Quorum

At meetings of the Board (including meetings held under clause 8.18) the number of Directors whose participation is required to constitute a quorum is:

(i) if the number of Directors then in office is an even number, half of the number of Directors plus one; or

(ii) if the number of Directors then in office is an odd number, half of the number of Directors rounded up to the next whole number.

Conflict of Interest

The Directors must comply with sections 31 and 32 of the Act regarding disclosure of interests and voting on contracts in which a Director has an interest.

A Director must declare his or her interest in any contractual, selection, disciplinary, or financial matter in which a conflict of interest arises or may arise and must, unless otherwise determined by the Board, absent themselves from discussions of such matters and shall not be entitled to vote in respect of such matters. If the Director casts a vote, the vote shall not be counted.

In the event of any uncertainty as to whether it is necessary for a Director to absent themselves from discussions and refrain from voting, the issue should be immediately

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determined by vote of the Board. If this is not possible, the matter shall be adjourned or deferred. The Director must comply with the vote of the Board.

Disclosure of Interests

The nature of the interest of a Director must be declared at the meeting of the Board at which the relevant matter is first taken into consideration, if the interest then exists. In any other case, the interest should be revealed to the Board at the next meeting of the Board. If a Director becomes interested in a matter after it is made or entered into, the declaration of the interest must be made at the first meeting of the Board held after the Director becomes interested.

All disclosed interests must also be disclosed to each Annual General Meeting in accordance with the Act.

General Disclosure

A general notice stating that a Director is a member of, or associated with, any entity and that he or she is ‘interested’ in all transactions with that entity is sufficient declaration under clause 8.21. After the distribution of the general notice, it is not necessary for the Director to give a special notice regarding any particular transaction with that firm or company.

Recording Disclosures

Any declaration made, any disclosure or any general notice given by a Director in accordance with clauses 8.20, 8.21 and/or 8.22 must be recorded in the minutes of the relevant Meeting.

Delegations

Board May Delegate Functions

The Board must, with all due expedition, by instrument in writing, create or establish or appoint special committees and officers to carry out those duties and functions for which the Regulations require the appointment of committees or officers.

In addition, the Board may, by instrument in writing, create or establish or appoint additional committees and officers to carry out other duties and functions which the Board considers suitable to be carried out by a committee or officer. The Board will also determine what powers these entities are given

Delegation by Instrument

The Board may, in the establishing instrument, delegate such functions as are specified in the instrument, other than: (i) this power of delegation; and

(ii) a function imposed on the Board or the General Manager by the Act or any other law, or this Constitution or by resolution of the League in a General Meeting.

Publication of the Instrument

The Board must publish every establishing instrument on the League’s website so that it is accessible to those Members to whom it is relevant.

Delegated Function Exercised in Accordance with Terms

A function, the exercise of which has been delegated under this clause, may, while the delegation remains unrevoked, be exercised from time to time in accordance with the terms of the delegation.

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Procedure of Delegated Entity

The procedures for any entity exercising delegated power are, subject to this Constitution and with any necessary or incidental amendment, the same as those applicable to meetings of the Board. The entity must promptly provide the Board with details of all material decisions and with any other reports, minutes and information that the Board may require from time to time.

Delegation May be Conditional

A delegation under this clause may be made subject to conditions or limitations as to the exercise of any function. The conditions may be specified in the delegation.

Revocation of Delegation

By instrument in writing, the Board may at any time vary or revoke wholly or in part any delegation made under this clause. It may amend or repeal any decision made by such body or person under this clause.

Seal

The League Incorporated will have a Seal on which its corporate name appears in legible characters.

The Seal may not be used without the express authorisation of the Board and every use of the Seal must be recorded in the minute books of the League. The affixing of the Seal must be witnessed by two (2) Directors.

Appointment of the General Manager

A General Manager may be appointed by the Board as the senior employee of the League (and may be called the Chief Executive Officer or have any other title that the Board thinks fit) for such term and on such conditions as the Board thinks fit.

The General Manager holds office on the terms and conditions (including as to remuneration) and with the powers, duties and authorities, delegated to them by the Directors.

The exercise of those powers and authorities, and the performance of those duties, by the General Manager are subject at all times to the control of the Board

Subject to the terms and conditions of the appointment, the Board may suspend or remove the General Manager from that office.

The Board may delegate to the General Manager the power (subject to such reservations on the power as are decided by the Board) to conduct the day-to-day management and control of the business and affairs of the League. The delegation will include the power and responsibility to:

(i) develop business plans, budgets, strategies, policies, processes and codes of conduct for consideration by the Board and to implement them to the extent approved by the Directors;

(ii) manage the financial and other reporting mechanisms of the League;

(iii) approve and incur expenditure subject to specified expenditure limits;

(iv) sub-delegate his or her powers and responsibilities to employees or internal management committees of the League;

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(v) prepare agendas for Board and General Meetings;

(vi) attend all Board and General Meetings;

(vii) report regularly on the activities of, and issues relating to, the League;

(viii) in consultation with the Board, employ such personnel as are deemed necessary or appropriate from time to time; and

(ix) exercise any other powers and responsibilities which the Board considers appropriate to delegate to the General Manager.

The General Manager is an ex officio Director.

In addition, the General Manager is entitled, subject to a determination otherwise by the Board, to attend all meetings of the League and all Committee meetings and may speak on any matter, but does not have a vote unless he or she is an appointed member of the committee.

Appointment of Public Officer

There must be a Public Officer who will be the General Manager unless the Board determines otherwise.

The Board may suspend or remove a Public Officer from that office.

A Public Officer holds office on the terms and conditions (including as to remuneration) and with the powers, duties and authorities, delegated to them by the Board.

9. RECORDS AND ACCOUNTS

Accounts to be Kept and Distributed

The League must keep such accounting records as correctly record and explain the transactions and financial position of the League.

The Board will cause proper accounting and other records to be audited and distributed in accordance with Division 2 of the Act, including all documents required to be distributed to the Members for the purpose of the Annual General Meeting.

The League must lodge with the Corporate Affairs Commission such periodic returns, containing accounts and other information relevant to the affairs of the Association, as the Act and associated regulations (Associations Incorporation Regulations 2008) may require.

Transaction Accounts

The League must open and keep at least one (1) transaction account as the Board may from time to time determine, and all monies belonging to the League must, as soon as practicable after they are received, be paid and deposited to an account to the credit of the League.

No withdrawal may be made from, and no cheques maybe drawn on, any transaction account in the name of the League Incorporated unless the withdrawal form, cheques or electronic transfer is signed or password-activated, as appropriate, by any two of the persons appointed by the Board for such purposes. All extraordinary and capital expenditure must be unequivocally ratified by the Board.

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Auditor

A properly qualified auditor or auditors must be appointed at the Annual General Meeting and the remuneration of such auditor or auditors fixed and duties regulated in accordance with the Act.

The following people may not be appointed as an auditor:

(i) an officer of the League, including a Director (and any partners, employers or employees of officers); or

(ii) an employee of the League, including the General Manager (and any partners, employers or employees of employees).

The auditor may be removed by the Members in General Meeting.

The auditor has a right of access at all reasonable times to the accounting records and other records of the League and is entitled to require from any officer of the League such information and explanations as he or she desires for the purpose of an audit.

The auditor must provide the Board with reports that comply with the Act with sufficient time for the Board to lay such material before the Members as and when required (including for the Annual General Meeting).

The reasonable fees and expenses of the auditor are payable by the League.

Application of Income

The income and property of the League must be applied solely towards the promotion of the Objects.

Except as prescribed in this Constitution or the Act:

(i) no portion of the income or property of the League may be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise to any Member; and

(ii) no remuneration or other benefit in money or money's worth may be paid or given by the League to any Member who holds any office of the League.

Nothing in clauses 9.4(a) or 9.4(b) prevents payment to any Member for:

(i) any services actually rendered to the League whether as an employee, Director or otherwise; or

(ii) goods supplied to the League in the ordinary and usual course of operation;

(iii) interest on money borrowed from any Member;

(iv) rent for premises demised or let by any Member to the League; or

(v) any out-of-pocket expenses incurred by the Member on behalf of the League

but any such payments must not exceed the amount ordinarily payable between ordinary commercial parties dealing at arm’s length in a similar transaction and there is no conflict of interest in making the payment.

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10. ADMINISTRATION

Winding Up

The League may be wound up in accordance with the Act.

Distribution of Assets and Property on Winding Up

If upon winding up or dissolution of the League, there remain, after satisfaction of all its debts and liabilities, any assets or property, they must not be paid to or distributed to its Members, but instead, those assets or property must be given or transferred to one or more other organisations with objects similar to the Objects of the League.

Property or assets may not be given or transferred to an organisation under the preceding paragraph unless that organisation must prohibit the distribution of income and property among its members to an extent at least as great as that imposed on the League by this Constitution.

The Members in a General Meeting may appoint an organisation or organisations to receive some or all of the League’s property or assets at or before the time of dissolution. If this does not occur, the decision will be made by a judge of the Supreme Court of South Australia or other court as may have or acquire jurisdiction in the matter.

Amendment of Constitution

This Constitution shall not be amended except by Special Resolution of the Members in a General Meeting.

South Australian Baseball League Incorporated Regulations

The Board may enact (and subsequently vary or revoke) and interpret such regulations, by-laws and playing rules and conditions as it considers necessary or desirable for the proper advancement, management and administration of the League and the advancement of the purposes of the League and Baseball in the Region.

Regulations must be consistent with this Constitution and with Baseball Australia’s constitution, and any regulations and policy directives of Baseball Australia to the extent that they are binding on the League.

All Regulations are binding on the League and all Members.

All Regulations of the SABL in force at the date of the approval of this Constitution (as long they are not inconsistent with, or have been replaced by, this Constitution) will continue to apply as if they were made under this Constitution.

All Regulations and amendments, alterations, interpretations or other changes to them must be published on the League’s website and may be disseminated by any additional means approved by the Board.

Notice

Notices may be given by the League to any Member by the following means;

(i) Where the notice is generic to all Members (for example, notice of a General Meeting) by publication on the League’s website.

(ii) Where the notice is to a Member Club or an Affiliate Member, by electronic mail (email) to the Member’s email address registered with the League ([email protected]) or to any member of the Member Board at his or her submitted email address.

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(iii) Where the notice is to a Life Member or an Individual Member by electronic mail (email) or post to Individual Member’s registered email or postal address.

(iv) Notices will be sent to the last notified email address or postal address.

Where a notice is sent by post, service of the notice will be deemed to be effected by properly addressing, prepaying and posting the notice. Service of the notice is deemed to have been affected six (6) days after posting.

Where a notice is sent by email, service of the notice will be deemed to be effected on the day on which it was sent.

Patrons and Vice Patrons

At a General Meeting, the League, on the recommendation of the Board, may annually appoint a chief patron and the number of patrons, as it considers necessary. This is subject to approval of that person or persons.

Indemnity

Every Director is entitled to be indemnified out of the property and assets of the League against any liability incurred by them in their capacity as Director in defending any proceedings, whether civil or criminal.

The League must indemnify its Directors and employees against all damages and losses (including legal costs) for which any such Director or employee may be or become liable to any third party in consequence of any act or omission except wilful misconduct:

(i) in the case of a Director, performed or made while acting on behalf of and with the authority, express or implied, of the League.

(ii) in the case of an employee, performed or made in the course of, and within the scope of, their employment by the League.

Authority to Trade

The League is authorised to trade in accordance with the Act.

Colours of the League

The colours of the League are red, yellow and navy blue or such colours as the Board may determine from time to time.

The emblem and logo of the League will be determined by the Board and described in the League Regulations. The League’s primary emblem should include the South Australian piping shrike unless the Board is satisfied that there is good reason not to use it.

Transitional Provisions (Directors’ Terms and Regulations)

For each Director in office on the day on which this Constitution is adopted;

(i) time served in the Director's current term will be counted as if this Constitution had been in place at the commencement of that term; and

(ii) terms served prior to the adoption of this Constitution will be counted as terms served under it.

All rules, by-laws, policies and Regulations of the League in force at the date of the adoption of this Constitution are to be deemed to be Regulations and continue to apply unless they are inconsistent with, or have been replaced by, this Constitution.

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Constitution Version Control

Clause Amendment Information Authorising Officer’s Details Date of AGM /SGM amendment was passed

Date Constitution Amended

Clause Number

Amended

Description of Amendment

Name of Director

Title of Director