Draft Softball WA Constitution – Guidance Notes These Guidance notes have been designed to be read in conjunction with the Draft Softball WA Constitution and existing Softball WA Constitution (which can be found under the ‘About’ section of the Softball WA website). Each Rule aligns with the Draft Constitution and has been colour coded to represent either an existing rule, a minor amendment to an existing rule or an added Rule/major amendment to a previous Rule. Each Rule has a small description of the change and also indicates if the Rule has been specifically added as part of the Schedule One provisions set out by the Act, which all constitutions must address. Existing Minor Amendment Added/Major Amendment Part I – Objects, Powers and Interpretation Rule 1 – Name of Association Rule 2 – Objects of Association Rule 3 – Powers of Association Rule 4 – Financial Year Rule 5 -­‐ Interpretation Rule 5.1 -­‐ Definitions Existing (Schedule 1 requirement – No.1) Updated to include a number of objectives that were within other sections of previous constitution (Schedule 1 requirement – No.2) Existing Added as requirement of new Act. (Schedule 1 requirement – No.12) Added to achieve transparent and fair governance Act -­‐ updated Affiliated Body – updated to reflect criteria Board – Existing Board Member – Wording updated Chair of the Board -­‐ Added Chairperson – Existing but changed from Chairman Chief Executive Officer – Added Constitution – Wording Updated Delegate – Existing Disciplinary Committee – Existing Draft Softball WA Constitution – Guidance Notes. 1 Rule 5.2 Interpretation in these Rules Rule 5.3 Expressions in the Act Financial Statements – Existing Financial Year – Existing General Meeting – Existing Individual Member – Existing Intellectual Property – Existing Life Member – Existing Member – Existing Member State – Existing Regulations – Updated to include regulations, by-­‐laws and policies Seal – Existing Softball Australia Delegate – Updated wording from representative to delegate Special Resolution – Existing Wording Updated Added to align with Act Part II – Member State Rule 6.1 Recognition of Association Rule 6.2 Compliance of Association 7.1 Constitution of Association Rule 8.1 Classes of Membership Rule 8.2 Creation of New Classes Rule 8.3 Life Members Rule 9.1 Eligibility – Affiliated Bodies Rule 9.2 – Application for Affiliation Rule 9.3 – Discretion to Accept or Reject Application Rule 9.4 – Affiliated Body Membership Renewal Rule 9.5 – Individual Membership Renewal Rule 9.6 -­‐ Associate Association Membership Existing Existing Updated – a number of objectives from previous constitution moved into overall Association objectives. Existing wording remains. Updated to set out exact membership classes and criteria for each class. Associate Associations added. (Schedule 1 requirement – No.3) Existing Updated to include affiliated bodies and individual members having the ability to nominate a person for life membership. Updated distinguished service to the Association (Softball WA). All other wording is existing. All existing. 9.1 (d) updated to be clearer. Existing – wording ‘register of members’ not longer to be required upon application for affiliation Existing – section ‘shall not be required or compelled to provide any reason for such acceptance or rejection’ removed. Existing – heading updated from ‘Re-­‐ Affiliation’. Updated wording – no major changes. Added. Draft Softball WA Constitution – Guidance Notes. 2 Renewal Rule 9.7 – Deemed Membership Rule 10.1 -­‐ Affiliated Bodies Rule 10.2 – Operation of Rules Rule 10.3 – Rules of Affiliated Body Rule 10.4-­‐ Register of Affiliated Body Rule 11 – Subscriptions and Fees Rule 12 – Effect of Membership Rule 13.1 – Keeping of Register Rule 13.2 – Inspection of Register Rule 14.1 – Notice of Resignation Rule 14.2 – Expiration of Notice Period Rule 14.3 – Failure to renew membership Rule 14.4 – Member to Re-­‐Apply Rule 14.5 – Forfeiture of Rights Rule 14.6 – Delegate Position Lapses Rule 14.7 – Membership may be reinstated Rule 14.8 – Non-­‐Refund of Membership Fees Rule 15 – Discipline of Members Updated to reflect membership classes -­‐ no major changes. Moved from Rule 7.3 Compliance of Affiliated Bodies in previous constitution. A number of clauses added to reflect transparent and fair governance practices (c), (d). Added in to achieve transparent and fair governance. Existing Updated to include all clubs AND individual members. Added in due date of annual affiliated body fees and clause (c). (Schedule 1 requirement – No.5) First sentence added as requirement of new Act. Rest of wording is existing. Updated to reflect requirements in new Act. Condensed from previous constitution. (Schedule 1 requirement – No.4) Updated to reflect requirements in new Act. Condensed from previous constitution. (Schedule 1 requirement – No.17) Existing Existing Existing Existing (a) existing, (b) added to include non-­‐financial members Existing Existing Existing Existing. (Schedule 1 requirement – No.18) Part IV – General Meetings Rule 16 – General Meetings Rule 17 – Notice of Annual and Special General Meetings Heading changes to reflect all general meetings (annual and special). (Schedule 1 requirement – No.13) Updated to allow all members kept in register notice of GMs. Affiliated Bodies responsible for giving each individual member notice. Timeline for notice has been extended to allow board nominations and notices of motion to be received (60 days notice of AGM including call for Board Nominations and Notices of Motion, 30 days for all Board Nominations and Notices of Motion to be received by Softball WA, 21 days from AGM agenda to be sent out detailing all business to be transacted) (Schedule 1 requirement – No.8) Draft Softball WA Constitution – Guidance Notes. 3 Rule 18.1 – Business of General Meetings Rule 18.2 – Business Transacted Rule 19 .1– Notices of motion to be submitted Rule 19.2 – Unsuccessful notice of motion Rule 20.1 – Special General Meetings May be Held Rule 20.2 – Requisition of Special General Meetings Rule 21.1 – Quorum Rule 21.2 – Chair of Board to Preside Rule 21.3 – Adjournment of Meeting Rule 21.4 – Voting Procedure Rule 21.5 – Record of Determinations Rule 21.6 – Where Poll Demanded Rule 21.7 – Resolutions at General Meetings Rule 21.8 -­‐ Minutes Rule 22.1 – Affiliated Bodies Entitled to Vote Rule 23 – Proxy and Postal Voting (Schedule 1 requirement – No.9) (Schedule 1 requirement – No.13) (a) notices of motion included All other wording existing. Existing Existing wording but time increased to 30 days. (Schedule 1 requirement – No.9) Existing Timeframe increased to 18 months to reflect Model Rules. Updated to a % to ensure that if number of affiliated bodies increases or decreases, the clause is still applicable. (Previously was 5 affiliated bodies). All other wording from existing constitution. (Schedule 1 requirement – No.10) Quorum decreased to 33% to ensure the ease of gaining required amount of affiliated bodies (previously 51%). (Schedule 1 requirement – No.7) Minor update to include Deputy Chair of the Board to chair meeting, if Chair of Board is not willing or unable. (Schedule 1 requirement – No.7) Existing (reflects Model Rules) (Schedule 1 requirement – No.7) Existing. (Schedule 1 requirement – No.7) Existing. (Schedule 1 requirement – No.7) Existing. (Schedule 1 requirement – No.7) Existing (moved from voting at general meetings section in previous constitution) (Schedule 1 requirement – No.7) Added as per Act requirement. (Schedule 1 requirement – No.7) All Affiliated Bodies have 1 vote – this includes Associations and Clubs, which meet eligibility criteria and affiliate directly with Softball WA. (Schedule 1 requirement – No.8) Added with the aim of enhancing regional affiliates ability to vote and be involved in Softball WA decisions. (Schedule 1 requirement – No.8) Part V – The Board Rule 24 – Powers of the Board Added as per ASC Good Governance Principles. Draft Softball WA Constitution – Guidance Notes. 4 Rule 25 – Persons who are not to be members of the Board Rule 26 .1 – Board Composition Rule 26.2, 26.3, 26.4, 26.5 Rule 27.1 – Nominations of Candidates Rule 27.2 – Voting Procedures Rule 27.3 – Term of Office of Elected Board Members Rule 27.4 – Appointment of Chair of the Board Rule 27.5 – Nominations not requiring an election Rule 28.1 – Grounds for termination of Office of Board Member 28.2 – Handing over documents and records Rule 28.3 – Remaining Board Members May Act Rule 28.4 – Casual Vacancy Rule 29.1 – Grant of Leave of Absence Rule 29.2 – Discretion as to Leave of Absence Rule 30.1 – Chair of the Board Rule 30.2 – Board to Meet Rule 30.3 – Decisions of the Board Rule 30.4 – Resolutions not in Meeting Rule 30.5 – Quorum Rule 30.6 – Notice of Board Meetings Rule 30.7 – Conflict of Interest Rule 30.8 – Minutes of Board Meeting Rule 30.9 – Record of Office Holders Rule 31.1 – Appointment of CEO Rule 31.2 – CEO as Public Officer Rule 31.3 – Specific Duties Rule 31.4 – Broad Power to Manage Added as per requirement of new Act. Increased to seven board members to provide an odd number of members when voting. Existing. Minor update of Softball Aus Representative being changed to Softball Aus Delegate. 26.2 -­‐ (Schedule 1 requirement – No.8) Existing wording – minor update of timeframes to align with notices of meetings. (Schedule 1 requirement – No.6) Existing. Existing. Appointment of Chair of the Board moved to own separate heading. Clause regarding maximum consecutive terms omitted. (Schedule 1 requirement – No.6) New Separate Heading and Deputy Chair added to be appointed. Existing Existing Added as per new Act requirement. Existing Clause (a) existing, Clause (b) number of board members has been reduced from 5 or less to 3 or less. (Schedule 1 requirement – No.6) Existing Existing Added as per Model Rules. Existing. Existing. ‘being present in Australia’ omitted in first clause, all other wording existing. Updated from 51% plus one to 50% plus one. (Schedule 1 requirement – No.6) Existing. (Schedule 1 requirement – No.6) Added as per new Act requirement. Added as per new Act requirement. (Schedule 1 requirement – No.6) Added as per new Act requirement. Added in wording regarding meetings. Existing Minor wording update. Existing Draft Softball WA Constitution – Guidance Notes. 5 Rule 31.5 – CEO May Employ Existing Rule 32.1 – Board May Delegate Functions Ability to delegate functions reduced from committees, boards, individual officers or consultants to committees only, in order to reduce operational focus. Existing Added as to create alignment with all committees. Inserted sentence ‘Members of the Association may, by resolution at a general meeting, make, amend or revoke regulations, by-­‐
laws and policies. Such Rules must be consistent with these Rules. Existing Existing – minor wording update. Existing – heading updated to include memorandum. Part VI – Miscellaneous Rule 32.2, 32.3, 32.5, 32.6 Rule 32.4 – Procedure of Delegate Entity Rule 33.1 – Board to Formulate Regulations Rule 33.2 – Regulations Binding Rule 33.3 – Regulations Deemed Applicable Rule 33.4 – Bulletins/Memorandum Biding on Members Rule 34.1 – Association to Keep Records Rule 34.2 – Records Kept in Accordance with the Act Rule 34.3 – Inspection of Records Rule 34.4 – Association to Retain Records Rule 34.5, 34.6, 34.7, 34.8, 34.9 Rule 35.1 – Manner of Notice Rule 36 – Seal Rule 37 – Patrons and Vice Patrons Rule 38 – Alteration of Rules (Constitution) Rule 39 -­‐ Indemnity Rule 40 -­‐ Dissolution Rule 41 – Application of income Rule 42 – Grievance Procedure Updated to meet Act requirement. (Schedule 1 requirement – No.16) Existing Added as per Act requirement. (Schedule 1 requirement – No.17) Existing Existing (Auditor added into this section – previously under own heading) Existing – in previous constitution a number of clauses were under Notices, these have been moved to applicable areas. Existing. (Schedule 1 requirement – No.15) Existing Existing. (Schedule 1 requirement – No.14) Existing Section updated and added to in order to meet Act requirements. (Schedule 1 requirement – No.19) Added to meet Act requirement. (Schedule 1 requirement – No.11). Added in payment to Board Members (Schedule 1 requirement – No.6.g) Added to meet new Act requirement. (Schedule 1 requirement – No.18) Draft Softball WA Constitution – Guidance Notes. 6