Wakehurst FC Constitution

1. Name

The name of this club shall be the Wakehurst Football Club Incorporated (herein referred to as “the Club”).

2. Objects

a) The objects of the Club shall be to foster and develop the game of football football, particularly in the Frenchs Forest, Belrose and Davidson area.

b) The Club may affiliate, from time to time, with the Manly Warringah Football Association or other such organization (herein referred to as the “Affiliated Association”), as may be required in the interests of soccer football.

3. Interpretation

a) For the purposes of these rules “year”, unless the context otherwise indicates, shall mean the period from 1 January to 31 December, both dates inclusive, in any year.

b) In these rules, words importing the masculine gender shall include the feminine gender.

c) The financial year of the Club shall be the 12 month period ending on 30 September each year.

4. Colours and Emblem

a) The Club colours shall be orange and black. Shirts shall be predominantly orange with black trim. Socks shall be orange and black. Shorts shall be predominately black with orange trim. The design shall be decided by the Committee and approved by the Affiliated Association.

b) Alternate colours shall be decided upon by the committee and approved by the Affiliated Association.

c) The emblem of the Club shall be a tiger with a football ball between its front paws.

5. Membership

a) Subject to these rules, the members of the Club shall be the members of the Club immediately prior to incorporation together with such other people as the committee admits to membership.

b) Membership is open to all individuals who accept the objects and rules of the Club. An unincorporated association is not capable of becoming a member of the club but may nominate individuals to be members to represent it.

c) Members shall be classified as follows:-

i) Junior members shall be-

(A) registered players in the Club’s football teams, being persons under the age of 18 years,

(B) coaches and managers of the Club’s football teams, being persons under the age of 18 years, and

(C) such other persons under the age of 18 years as are admitted as members.

ii) Ordinary members shall be-

(A) registered players in the Club’s football teams, being persons aged 18 years or older,

(B) coaches and managers of the Club’s football teams, being persons aged 18 years or older,

(C) such persons aged 18 years or older who are admitted as members of the club, and

(D) life members.

(E) members of the Committee as long as they hold office

(F) parents or Guardians of Junior Members

d) Persons wishing to become members of the Club shall apply to the committee for membership.

e) The committee shall determine whether or not to accept an application for membership. The committee is not required to supply reasons for accepting or rejecting an application for membership.

f) Members shall pay such fees as are determined by the committee.

g) Membership fees shall be due and payable on registration day being a day determined by the committee.

h) A register of members shall be kept by the Club showing the name, address and date of commencement of membership for each member.

i) A person shall cease to be a member of the Club upon resignation, expulsion or if they fail to pay membership fees by 30 June in the year in which those fees fell due.

j) With the exception of section 15i (ii), no player shall receive his MWFA player identification card until full payment of the current season’s playing fees are received by the Club. This excludes hardship cases as per section 15i (i).

6. Life Membership

a) It shall be competent for the members of the Club, at an Annual General Meeting, to elect as Life Members any person(s) who has rendered signal service to the Club. No more than two life members may be elected each year.

b) Nominations for Life Membership, in writing and duly seconded, shall be lodged with the Secretary no later than 21 days prior to the Annual General Meeting. In the event that more than two nominations are received, the committee shall decide which two go forward for consideration at the Annual General Meeting.

c) To be elected as a Life Member, there must be at least a 75% majority vote of the members present at the Annual General Meeting in favour of the nominee.

d) To qualify for Life Membership the nominee must have displayed exceptional and/or unusual and/or distinguished merit in supporting football and the Club.

This can include nominees who have been members of the Club for at least ten (10) years and who have also

(i) held a position on the Committee for five (5) years, or

(ii) held the position of Coach and/ or Manager in the Club for at least ten (10) years.

7. Member's Liability

The members of the Club shall have no liability to contribute towards the payment of debts and liabilities of the Club, or the costs, charges and expenses of the winding up of the Club except to the extent of any unpaid membership fees.

8. Disciplining of Members

a) Where the Committee is of the opinion that a member of the Club:-

i) has persistently refused or neglected to comply with the provision or provisions of these rules;

ii) has persistently or wilfully acted in a manner prejudicial to the interests of the Club;

it may, by resolution, expel the member from the Club or,

suspend the member from membership for a specified period or remove playing rights or impose other sanctions as it sees fit.

b) Such resolution will take effect immediately upon service of the notice to the member.

c) Where the Committee passes a resolution under clause a), the Secretary shall, as soon as practicable, cause a notice to be served on the member, such notice to:-

i) set out the resolution and the grounds on which it was based

ii) inform the member that they may address the Committee at a meeting to be held not earlier than 7 days and not later than 28 days after the service of the notice;i

ii) state the date, time and place of that meeting;

iv) inform the member that they may at any time prior to the meeting, submit written representations relating to the resolution.

v) The Committee shall:-

- give the member an opportunity to make oral submissions to the meeting;

- give due consideration to any written representation submitted by the member prior or at the meeting;

- by resolution determine whether to confirm or to revoke the resolution passed under clause a).

vi) Where the Committee confirms a resolution passed under clause a), the Secretary shall, within 7 days after that confirmation, by notice in writing inform the member of the fact, and of the member's right of appeal to the next General Meeting of the Club.

vii) Upon receipt of notice where the member exercises his right of appeal, the Secretary shall ensure the notice is included in the agenda for the next general meeting of the Club.

9. Management by Committee

a) The Club shall have its affairs managed and controlled by the office bearers known as the committee.

b) The Officer Bearers of the Club shall comprise: -

- the President

- the Deputy President

- the Secretary

- the Treasurer

- the Vice Presidents – at least two but not more than eight persons

- at least five other members of the Club

c) The office bearers shall be elected by a ballot to be held no later than the 31st July of each year and the result of the ballot will be announced by the final round of the regular playing season in August. The Secretary of the Club must receive nominations for the ballot by the 30th June of each year.

Any member of the Club may nominate for the Committee. Where a person who is not a member of the Club wishes to nominate for a Committee position, the nomination must be supported, in writing, by two members of the Club. At least 21 days prior to the close of nominations all members must be notified that Committee positions are open for nomination.

The ballot will be conducted by the Secretary of the Club, supervised by at least two life members of the Club. Any Ordinary Member of the Club will be eligible to vote in the ballot.

If the instance where only one nomination is received for a position on the committee, that person will be deemed to have been elected to the position and no ballot will be held for that position.

The results of the ballot will be confirmed at the Annual General Meeting held in the year of the ballot.

d) Each member of the committee shall, subject to these rules, hold office for a period of two years until the conclusion of the Annual General Meeting two years following the date of the member’s election, but is eligible for re-election. The order of retirement shall be determined as follows:

(1) at the Annual General Meeting following the first year of the implementation of the two year committee membership, half the members of the committee to retire shall be the deputy president, treasurer, every second vice-president and every second non-Executive member of the Committee from a list in alphabetical order of family name commencing with ‘A’ of all ordinary members (ie the first person on the alphabetical list does not retire at the end of the first year). These shall be the ‘Year 1 members’.

(2) the remaining members of the Committee shall retire at the Annual General Meeting in the following year. These shall be ‘Year 2 members’. A record of Year 1 and Year 2 Committee members shall be kept in the Minutes of the first Committee meeting following the Annual General Meeting.

(3) in the third year, the Year 1 replacement members shall retire, and in the fourth year the Year 2 replacement Members shall retire or seek re-election, and so on.

e) In the event of a vacancy in the membership of the Committee, the Committee may appoint a member of the Club to fill the vacancy and the member so appointed shall hold office as if they had been elected in that year, subject to these rules.

f) The committee shall meet as often as is necessary to conduct the business of the Club and not less than once per month.

g) The quorum for meetings of the committee shall be five of the current committee members elected in the most recent ballot.

h) Notice of such committee meetings shall be given at the previous committee meeting or by such other means at the committee may agree upon. Where a committee meeting is called outside the regularly scheduled meetings, on receipt of notice of meeting from the required number of Committee members, the Secretary must set a date for the meeting and must notify all Committee members within 48 hours of the receipt of the notice.

i) A member of the committee shall cease to hold office upon resignation in writing; removal as a member of the Club; or absence from three consecutive committee meetings without approval by the committee.

j) The committee may function validly provided that its number is not reduced below the quorum. Should committee numbers fall below the quorum the remaining committee members may only act to appoint new committee.

k) Questions arising at any meeting of the committee shall be decided by the majority of votes of those present. In case of an equality of votes the person appointed to chair the meeting shall have a second or casting vote

l) If within half an hour of the time appointed for a committee meeting a quorum is not present the meeting shall be dissolved.

m) Additional meetings of the committee may be convened by the President or any two members of that committee.

n) In the case of emergencies between meetings of the committee, the affairs of the Club shall be controlled by an Executive Committee, comprising the President, Deputy President, Vice Presidents, Secretary and Treasurer, whose decisions shall be ratified or otherwise at the next committee meeting. Where an Executive Committee Meeting is convened, the Club Secretary must notify all members of the Executive of the time and place of the meeting a minimum of twelve hours before the meeting.

o) The quorum for the Executive Committee shall be three, as long at least two of the following office bearers, being the President, Deputy President, Secretary or Treasurer, are present at the meeting.

p) A person holding more than one Committee position counts only once in the formation of a quorum for the Committee or Executive and only once on the vote for each motion.

10. Duties of Office Bearers

a) The President shall act as chairperson of each general meeting and committee meeting of the Club and shall conduct such meetings in accordance with these rules. He shall also be an ex-officio member of all sub-committees.

b) The Deputy President shall be the chairperson at any meeting from which the President is absent or at which the President refrains from occupying the chair.

c) If the President or Deputy President are absent from a meeting or unwilling to act, the members present at the meeting shall elect one of their number to act as chairperson.

d) The Secretary shall -

i) Attend to the general business of the Club.

ii) Attend to the correspondence.

iii) Ensure that minutes of all meetings are circulated to committee members within 14 days of the meeting taking place.

iv) Prepare the Annual Report.

v) Ensure that the business transacted at each meeting is recorded.

vi) Record any action taken in an emergency.

vii) Keep a record of attendance at all meetings.

viii) Ensure that the records of the business of the Club including the Rules, Register of Members, and Minutes of all general and committee meetings and a file of correspondence are kept. These records shall be available for inspection by any member and shall be held in the custody of the Secretary.

ix) Be an ex-officio member of all sub-committees.

e)The Treasurer shall -

i) Receive all monies giving an official receipt therefore.

ii) Deposit all monies received into an account approved by the committee in the name of Wakehurst Football Club Inc.

iii) Produce a resume of the current financial position at each committee meeting.

iv) Ensure that the correct books and accounts are kept, showing the financial affairs of the Club. These records shall be available for inspection by any member and shall be held in the custody of the Treasurer.

v) Pay all amounts passed for payment in accordance with these rules.

vi) Prepare a financial statement made for the current Club financial year for audit and submission to the Annual General Meeting.

vii) Prepare an annual budget for submission to the committee.

viii) Be an ex-officio member of all sub-committees.

11. Finances

a) Payment of accounts shall be by a petty cash system or by cheques signed by any two signatories authorised by the committee. Any one of the President, Secretary or Treasurer may endorse all negotiable instruments for credit of the Club’s account.

b) The Club’s finances shall be controlled by the committee.

c) The Club shall be empowered to borrow and to pledge with the approval of a special general meeting called for this purpose.

d) An auditor shall be appointed at the Annual General Meeting or a subsequent committee meeting. The auditor so appointed shall examine all books and documents appertaining to the financial position and dealings of the Club prior to the next Annual General Meeting and shall issue a statement to the correctness or otherwise of the annual financial statement.

12. General Meetings

a) An Annual General Meeting of the Club shall be held each year within six months of the end of the financial year of the club.

b) The committee may, whenever it thinks fit, convene a special general meeting of the Club. A special general meeting must be convened by the committee within three months of receiving a written request to do so from at least five percent of the members of the Club.

c) At least 14 days notice of all general meetings and notices of motion shall be given to members. In the case of general meetings where a special resolution is to be proposed, notice of the resolution shall be given to members at least 21 days before the meeting.

d) In the case of the Annual General Meeting, the following business shall be transacted:-

i) confirmation of the minutes of the last Annual General Meeting and any recent special general meeting;

ii) receipt of the committee’s report upon the activities of the club during the last financial year;

iii) The outgoing Secretary will give the results of the ballot and propose that the results of the ballot are ratified;

iv) receipt and consideration of a statement from the committee which is not misleading and which gives a true and fair view for the last financial year of the Club’s:

(A) Income and expenditure

(B) assets and liabilities

(C) mortgages, charges and other securities

(D) trust properties

e) The quorum for a general meeting shall be 10 ordinary members present in person. If within half an hour of the time appointed a quorum is not present the meeting shall be dissolved.

f) Voting at a general meeting shall be by a show of hands unless a secret ballot is requested. Decisions shall be made by a simple majority vote, except for those matters which must be decided by special resolution where a three quarter majority is required. Only ordinary financial members may vote.

g) All votes shall be given personally and there shall be no voting by proxy.

h) In the case of an equality of votes the person appointed to chair the general meeting shall have a second or casting vote.

i) Written notice of all general meetings shall be given to members.

j) If an incoming Committee member withdraws before the AGM, nominations may be taken for the position at the AGM and a ballot held if there is more than one nomination.

13. Special Resolutions

a) A special resolution must be passed by a general meeting of the Club to effect any of the following changes:-

i) a change in the Club’s name;

ii) a change in the Club’s rules;

iii) a change in the Club’s objects;

iv) an amalgamation with another incorporated association;

v) to voluntarily wind up the Club and distribute its property;

vi) to apply for registration as a company or a co-operative;

b) A special resolution shall be passed in the following manner:-

i) a notice must be sent to all members advising that a general meeting is to be held to consider a special resolution;

ii) the notice must give details of the proposed special resolution and give at least 21 days notice of the meeting;

iii) a quorum must be present at the meeting;

iv) at least three quarters of those present must vote in favour of the resolution for it to be passed;

v) in situations where it is not possible or practical for a resolution to be passed as described above, a request may be made to the Office of Fair Trading to pass the resolution in some other way.

14. Public Officer

a) The committee shall ensure that a person is appointed as Public Officer.

b) The first Public Officer shall be the person who completed the application for incorporation of the Club.

c) The committee may at any time remove the Public Officer and appoint a new Public Officer provided the person appointed is 18 years of age or older and is a resident of New South Wales.

d) The Public Officer shall be deemed to have vacated his position in the following circumstances :-

i) death;

ii) resignation;

iii) removal by the committee o at a general meeting;

iv) bankruptcy or financial insolvency;

v) mental illness;

vi) residency outside New South Wales.

e) When a vacancy occurs in the position of Public Officer the committee shall within fourteen days notify the NSW Office of Fair Trading by the prescribed form and appoint a new Public Officer.

f) The Public Officer is required to notify the NSW Office of Fair Trading by the prescribed form in the following circumstances:-

i) appointment (within 14 days);

ii) a change of residential address (within 14 days);

iii) a change in the Club’s objects or rules (within one month);

iv) a change in the membership of the committee (within 14 days);

v) of the Club’s financial affairs (within one month after the Annual General Meeting);

vi) a change in the Club’s name (within one month).

g) The Public Officer may be an office bearer, committee member or any other person regarded as suitable for the position by the committee.

15. Miscelaneous

a) The Club shall effect and maintain insurance as is required under the Associations Incorporation Act together with any other insurance which may be required by law or regarded as necessary by the Club.

b) The funds of the Club shall be derived from the fees of the members, donations, grants and other such sources approved by the committee.

c) The Common Seal of the Club shall be kept in the custody of the Secretary and shall only be affixed to a document with the approval of the committee. The stamping of the Common Seal shall be witnessed by the signature of two members of the Committee.

d) The Club may at any time pass a special resolution determining how any surplus property is to be distributed in the event that the Club should be wound up. The distribution of surplus property shall be in accordance with section 53 of the Association Incorporation Act 1984.

e) Service of documents on the Club is effected by serving them on the Public Officer or by serving them personally on two members of the committee.

f) Notices sent by post shall be deemed to have been received two days after the date of posting.

g) The income and property of the Club shall be used only for the promotion of the objects of the Club and shall not be paid or transferred to members by dividend, bonus or profit, "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."

h) The Club shall do all things necessary to implement and enforce any decision of the Manly Warringah Football Association Incorporated and/ or the Football NSW Limited relating to any player, official, person or club who is a member of or affiliated with the Club or seeks to be a member of or affiliated with the Club.

i) The Club shall not engage in or promote, either overtly or covertly, the payment of monies to players except under the following circumstances

i) Hardship – At the discretion of the Registrar plus the President and the Vice President responsible for the age group of the player seeking the dispensation, playing fees may be reduced or waived in situations of financial hardship on the part of the player or his/her family.

ii) Premier League (Men’s and Ladies) and Amateur League Division 1 Coach. Should the coach of these teams also be a registered player with that team they will not be required to pay registration fees for the year.

iii) Senior players who coach Junior teams – these players shall have their registration fees discounted by a value, as determined by the committee each year as an encouragement to coach a junior team

iv) Teams, who qualify for the Champion of Champions and are required to travel a distance of more than 250 km, shall receive accommodation assistance to a value as determined by the Committee.

j) An award shall be made from time to time as the Executive Committee recommends. It shall be taken to a vote of the Committee and awarded to persons at the Annual General Meeting who have, over a long period of time have supported Wakehurst, but may not actually served on the Committee of Wakehurst or qualified for consideration for Life Membership.

k) With the exception of section 15i (ii) no player shall receive his MWFA player identification card until full payment of the current season’s playing fees are received by the Club. This excludes hardship cases as per section 15i (i)

Record of Amendment

There were no changes to the Club’s Playing Rules.

Year Amendment
2000 Add new clauses 15 (e) and 15(f)
Replace “socks shall be orange with black tops” with “socks shall be black with orange tops”
2001 Section 8. Replace complete clause “The procedure for disciplining members shall be determined by the Committee. Anyone who wishes to appeal against a decision refusing membership, expelling them from membership or otherwise disciplining them shall do so at the next general meeting of the Club” with current section 8.
15 (g) add the words after the end of the existing clause “ provided that nothing 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.”
2002 Section 12(j) Remove the words “either personally or by post” .
Section 15(i)
i) add the words after Registrar “the President and the Vice President responsible for the age group of the player seeking the dispensation”.
ii) remove the words , “but not exceeding 25% of the nominal registration fee”
iii) remove the words, “ but not exceeding $20 per playing member”.
2004 Section 3 c) change 31st August to 30th September.
Section 1 (a) Change “The Club colours shall be orange and black. Shirts shall be all orange with black collar and black cuffs. Socks shall be black with orange tops. Shorts shall be black” to “The Club colours shall be orange and black. Shirts shall be predominantly orange with black trim. Socks shall be orange and black. Shorts shall be predominately black with orange trim. The design shall be decided by the Committee and approved by the Affiliated Association.”
2005 In section 2(a) and 15(h) change “Manly Warringah Soccer Association” to “Manly Warringah Football Association”. In section 15(h) change “NSW Amateur Soccer Association” to “Soccer NSW”.
In Sections 13 b) (iv),14 e) and14 f) change name of Incorporations body to “NSW Office of Fair Trading”.
In section 10(e) (vi) change “made up to the 31st August each year” to “for the current Club financial year”.
Change 9(d): Each member of the committee shall hold office in an honorary capacity from the completion of the MWSA competition (i.e. after the grand final) in the year in which they are elected to the completion of the next MWSA competition in the following year.
To: Each member of the committee shall hold office in an honorary capacity from the Annual General Meeting in the year in which they are elected to the next Annual General Meeting.
Delete the words in italics from section 9(c)” The office bearers, all of whom must be members of the Club,
a) Add the following to the end of the first paragraph of section 9(c): “Any member of the Club may nominate for the Committee. Where a person who is not a member of the Club wishes to nominate for a Committee position, the nomination must be supported, in writing, by two members of the Club. At least 21 days prior to the close of nominations all members must be notified that Committee positions are open for nomination. “
(b) Delete 12(i).
Delete existing 12 d)iii) and replace with “The outgoing Secretary will give the results of the ballot and propose that the results of the ballot are ratified” Add new section to 12. “If an incoming Committee member withdraws before the AGM, nominations may be taken for the position at the AGM and a ballot held if there is more than one nomination.”
Add to 10 section (p) : A person holding more than one Committee position counts only once in the formation of a quorum for the Committee or Executive and only once   on the vote for each motion.
Add to section 9 h). “Where a committee meeting is called outside the regularly scheduled meetings, on receipt of notice of meeting from the required number of Committee members, the Secretary must set a date for the meeting and must notify all Committee members within 48 hours of the receipt of the notice.”
Add to 9 n) “Where an Executive Committee Meeting is convened, the Club Secretary must notify all members of the Executive of the time and place of the meeting a minimum of twelve hours before the meeting. “
2006 Add a new rule to section 5 “ With the exception of section 15i (ii) no player shall receive his MWFA player identification card until full payment of the current season’s playing fees are received by the Club. This excludes hardship cases as per section 15i (i).”
Amend 9b “the Vice Presidents – at least two but not more than five persons” to read “the Vice Presidents – at least two but not more than eight persons”
2007 There were no changes to the Club's Playing Rules
April 2008 General Meeting The name of the Club shall be Wakehurst Football Club and be commonly referred to as Wakehurst FC.
All references to the word ‘soccer’ in the constitution be replaced by the word ‘football’
The last paragraph of rule 9(c) be deleted. This clause states ‘Any casual vacancy occurring in the committee may be filled be a member appointed by that Committee.’
Replace the existing rule 9(d):
‘Each member of the committee shall hold office in an honorary capacity from the Annual General Meeting in the year in which they are elected to the next Annual General Meeting. ‘
With the words now present above.
Delete rule 9(e). This rule states:
‘Retiring members of the committee are eligible for re-election.’
Insert in 9(e) the following:
'In the event of a vacancy in the membership of the Committee, the Committee may appoint a member of the Club to fill the vacancy and the member so appointed shall hold office as if they had been elected in that year, subject to these rules’.