Constitution

1.1 Definitions

In this constitution the following terms have the meanings assigned:

• act — the Associations Incorporation Act 1964 (TAS)
• club — Kingston Beach Golf Club
• authorised deposit-taking institution — a body authorised under the Banking Act 1959 (Cth) to carry on banking business
• board — the board of management of the club
• bylaws — bylaws made under this constitution
• by lot — by the drawing of lots in any manner the board or chairperson decides
• casual vacancy — a vacancy in the office of a board member that occurs other than by the retirement of a board member at an AGM
• Commissioner — the Commissioner for Corporate Affairs
• constitution — this constitution
• general meeting — an annual general meeting or a special general meeting
• majority — more than half of the votes cast
• member — a person who is a member of the club
• nomination fee — the fee (if any) set by the board for membership applications
• present — present in person, by technology, or by proxy (where applicable)
• special resolution — a resolution passed by at least three-quarters of votes cast at a general meeting of which proper notice was given
• surplus assets — assets remaining after payment of all debts and liabilities on winding up
• subscription fee — the annual fee payable by a member
• written / in writing — includes electronic communication unless the context otherwise requires

1.2 Name

The club's name is Kingston Beach Golf Club Inc., located at 1 Channel Highway, Kingston TAS 7050. The course is named Nettlefold Reserve.

1.3 — The model rules under the Act are displaced by this constitution.

1.4 — The board has the authority to interpret this constitution.

2.1 Objects

The objects of the club are to:

1. foster, encourage, and promote the game of golf
2. abide by and uphold the rules of golf
3. foster a safe, fair, and inclusive environment for all members and visitors
4. ensure equal treatment of all members regardless of background
5. establish, maintain, and improve the club's course and facilities
6. affiliate with Golf Australia and Golf Tasmania
7. adopt and uphold the Golf Australia Member Protection Policy
8. ensure environmental considerations are incorporated into course and club management
9. do all things incidental or conducive to achieving these objects

2.2 Powers

The club has the legal capacity and powers of a company limited by guarantee under s.124 of the Corporations Act 2001 (Cth).

4.1 — A member may resign by submitting written notice to the secretary. The resignation takes effect at the end of the financial year unless otherwise agreed by the board.

4.2 Disciplinary Action

The board may terminate or suspend the membership of any member who has:

1. breached this constitution or the club's bylaws
2. refused to support the objects of the club
3. acted in a manner prejudicial to the club
4. brought the club into disrepute
5. been convicted of an indictable offence
6. been in arrears for two or more months

The board must give written notice of any proposed action within 7 days. The member is entitled to address the board between 7 and 28 days after receiving the notice.

4.3 Appeals

A member subject to disciplinary action may appeal by giving written notice to the secretary within 7 days of the board's decision. An appeals panel of up to three non-board members (including at least one person holding legal qualifications such as a barrister or solicitor) will be convened.

4.4 — The appeals panel must meet within 28 days of the appeal being lodged. The appeal is decided by majority vote of the panel.

4.5 Grievances

This clause applies to disputes between members, or between a member and the board or the club. Parties have 14 days to resolve the dispute informally. If unresolved, the matter proceeds to mediation.

5.1 Composition

The board comprises 9–11 members, all of whom must be at least 18 years of age. It consists of the president, treasurer, captain, six elected members (including a vice-president and two vice-captains), plus up to two direct appointments made to achieve gender balance or supply specific skills.

5.2 Terms of Office

Elected board members serve two-year terms. Retirement is staggered so that approximately half the elected board retires at each AGM. There is no limit on the number of consecutive terms a board member may serve.

5.3 Functions

The board manages the business of the club and has general control of its affairs, property, and funds. Specific powers include:

• Authorising expenditure on maintenance and equipment
• Obtaining general meeting approval before entering into any transaction involving club property
• Obtaining general meeting approval before taking on loans exceeding $200,000 (indexed to CPI)

5.4 — The board may delegate any of its powers or functions to any person or subcommittee, except the power to delegate itself and any duty imposed on the board by law.

5.5 — The board may create and dissolve subcommittees as required. The Women's Subcommittee is subject to review when women constitute 40% or more of total club membership.

5.6 — Acts of the board or any subcommittee are not invalidated by reason of any defect in the appointment of a member.

6.1 Elections

The secretary calls for nominations at least 28 days before each AGM. A candidate must be nominated in writing by two financial members and the nomination must be received at least 14 days before the AGM. Ballot lists are prepared and circulated at least 7 days before the AGM. Elections are conducted by secret ballot. Where candidates receive equal votes, the outcome is determined by lot. One vice-captain is elected exclusively by women members.

6.1.2 — Candidates must be at least 18 years of age, a financial member, not disqualified under the Act, and not a former general manager of the club within the past three years.

6.2 Vacating Office

A board member may resign in writing at any time. A board member may also be removed by a majority vote at a general meeting, provided the member has been given a reasonable opportunity to show cause. Office is automatically vacated if the board member:

• dies
• ceases to be a member of the club
• becomes disqualified under the Act
• fails to disclose a conflict of interest as required
• is found to be of unsound mind
• is absent from three or more consecutive board meetings without leave
• becomes an employee of the club
• is convicted of an indictable offence or becomes bankrupt
• fails a criminal history check as required

6.3 — Casual vacancies on the board may be filled by appointment of the board for the remainder of the vacating member's term.

7.1 — The board must meet at least once every four months. Meetings may be conducted using technology. Decisions are made by majority vote; in the event of a tie, the status quo is maintained. The president chairs board meetings.

7.2 — The secretary keeps full minutes of all board meetings, which may be maintained electronically. Minutes must be signed by the chairperson.

7.3 Quorum — A quorum is constituted by more than 50% of elected board members.

7.4 — A resolution without a meeting is valid if a majority of board members sign a document setting out the resolution.

7.5 — A register of board members' conflicts of interest is maintained and updated as required.

9.1 Secretary

The secretary is appointed by the board. Duties include calling meetings, keeping minutes and correspondence, and maintaining the membership register.

9.2 Public Officer

The public officer is appointed by the board. The public officer must be at least 18 years of age, a resident of Tasmania, and not disqualified from managing a corporation.

10.1 — The general manager is appointed by the board. Current board members are not eligible to apply for the position. If there is no general manager, the board distributes the duties among its members or other persons as appropriate.

10.2 — The powers and duties of the general manager are as delegated by the board.

10.3 — The board may delegate the day-to-day management of the club to the general manager.

10.4 — The general manager may be dismissed for persistent neglect of duty, conduct injurious to the club, disqualification under the Act, being found of unsound mind, conviction of an indictable offence or bankruptcy, or non-compliance with board directions. Due inquiry must be undertaken before dismissal.

11.1 — Club funds are held in accounts with an authorised deposit-taking institution. All financial records are maintained in English. Electronic transfers require the authorisation of at least two board members, or one board member and the public officer or another authorised person. All expenditure must be approved at a board meeting.

11.2 — Financial records must be retained for at least seven years. The treasurer ensures that a financial statement is prepared following the end of each financial year.

11.3 — The club's income and assets must be applied solely in furtherance of the club's objects. No distributions may be made to members. The club may not receive commissions tied to the sale of liquor.

11.4 — The financial year of the club runs from 1 October to 30 September.

12.1 — The board ensures the safe custody of all club documents, including the constitution, bylaws, minutes, and financial records.

12.2 — This constitution may only be amended by special resolution at a general meeting. Any amendment must be registered with the Commissioner within one month of adoption.

12.3 — The board may make, amend, or repeal bylaws. Any bylaw may be set aside by a majority vote at a general meeting.

12.4 — Members are not personally liable for the debts or liabilities of the club. The club indemnifies officers against liabilities incurred when acting in good faith on behalf of the club.

12.5 — The club may take out insurance to indemnify officers against personal liability arising from their service to the club.