From Current Constitution
Suggested new wording
Effect of changes
Rule 1: DEFINITIONS
2
ballot paper means a ballot paper in
paper or electronic form.
Many words have standard meanings
or are explained in various acts.
Many definitions are not necessary
and are not ambiguous. Those most
capable of misinterpretation have
been selected.
basic minimum financial statements
means the financial statement required
of a small co-operative under the
National Regulations.
The interpretation provisions from
the existing constitution, the CNL or
the RCA have been added for
convenience.
In these rules, unless the context otherwise (1)
requires:
i.“active member” means a member who
is in active membership within the
provisions of Rule 16;
ii.“alter” or similar word or expression used
in relation to a rule amendment
includes add to, substitute, and
rescind;
iii.“annual general meeting” means the
annual general meeting held each
year as required by the Act and these
rules;
iv.“auditor” means an auditor or auditors for
the time being of the co-operative
appointed in accordance with Rule
72;
Definitions
In these rules:
board means the board of the cooperative.
CCU means a co-operative capital
unit, as provided for by Division 2 of
Part 3.4 (section 345).
CNL is a reference to the Cooperatives National Law as applying in
this jurisdiction.
v.“by-laws” means the by-laws of the cooperative that are currently in force;
director means a director of the cooperative.
vi.“banking account” includes an account
with a credit union or building society
registered, or authorised to operate,
under the Australian Prudential
Regulation Authority Act and the
Banking Act into which the cooperative's monies may be paid;
member means a member of the cooperative.
standard postal times means the
times when properly addressed and
prepaid letters would be delivered in
the ordinary course of post.
From Current Constitution
vii.“business day” means a day that is not a
Saturday or Sunday or a public
holiday or bank holiday in New South
Wales;
viii.“chairperson” means member elected as
President, also includes Vice
President;
ix.“club member” means a person who is a
full member, a provisional member,
an honorary member or a temporary
member of the co-operative;
x.“director” means any director of the cooperative for the time being and any
deputy director acting in the absence
of a nominating director under Rule
63;
xi.“financial year” means the financial year
of the co-operative as specified in
Rule 69;
xii.“full member” means a person who is an
active member of the co-operative,
and is either an ordinary or life
member;
Suggested new wording
the club's act means the Registered
Clubs Act 1976
the co-operative means the Kahibah
Bowling Club Co-operative Limited.
the Law means the Co-operatives
National Law as applying in this
jurisdiction.
the National Regulations means the
Co-operatives National Regulations as
applying in this jurisdiction.
this jurisdiction means the state of
New South Wales
(2) Except so far as the contrary intention
appears in these rules, words and
expressions used in these rules have
the same meanings as they have, from
time to time, in the Law or relevant
provisions of the Law.
(3) In the interpretation of a rule, or
paragraph of a rule, the interpretation
that will best achieve the purpose of
the rule is to be preferred to any other
interpretation.
xiii.“guest”, in relation to a full member, a
provisional member or an honorary This provision applies whether or not the
member of a co-operative, means a purpose is expressly stated in the rule or
paragraph of the rule.
person:
Effect of changes
From Current Constitution
a. whose name and address,
countersigned by the member,
are entered in a register kept for
the purpose by the co-operative;
and
b. who, at all times while on the cooperative premises, remains in
the reasonable company of the
member; and
c. who does not remain on the cooperative premises any longer
than the member;
xiv.“honorary member” means a person
who, under the rules of the cooperative and the Clubs Act, is an
honorary member of the club;
xv. “life member” means a person who is
elected to membership of the cooperative for life;
xvi.“may” or a similar word or expression
used in relation to a power of the
Board indicates that the power may
be exercised or not exercised at the
Board's discretion;
xvii.“member” means a person who is an
active/full member of the co-
Suggested new wording
(4) In these rules, unless the context
indicates a contrary intention, headings
are for convenience and do not affect
interpretation.
Effect of changes
From Current Constitution
operative;
xviii.“month” means calendar month;
xix.“notice board” means the board or
boards provided on the co-operative
premises on which notices for the
information of members is posted;
xx.“officer” includes the President, VicePresident(s),
Director,
Principal
Executive Officer, Secretary, duly
appointed Manager or other person
who is concerned or takes part in the
management of the co-operative;
xxi.“ordinary member” means a member of
the co-operative, other than a life
member,
provisional
member,
honorary member or temporary
member;
xxii.“postal ballot” includes a special postal
ballot;
xxiii.“prescribed” means prescribed by the
Act or under the Act by Regulation;
xxiv.“provision” in relation to the Act, means
words or other matter that form or
forms part of the Act, and includes:
a. a
chapter,
part,
division,
subdivision, section, subsection,
Suggested new wording
Effect of changes
From Current Constitution
paragraph, subparagraph, subsubparagraph or schedule of or to
the Act; and
b. a section, clause, subclause,
item, column, table or form of or in
a schedule to the Act; and
c. the long title and any preamble to
the Act;
xxv.“provisional member” means a person
who has applied for admission as a
full member of the co-operative, has
paid the subscription appropriate for
the membership applied for, and is
awaiting a decision on the
application;
xxvi.“regulation” means a regulation made
under the Act, and any regulation that
applies to a co-operative by way of a
transitional regulation made under
the Act;
xxvii.“relevant interest” has the same meaning
as given in Schedule 2 of the Act;
xxviii.“rules” mean the registered rules of the
co-operative as amended from time
to time and reference to particular
rules has a corresponding meaning;
xxix.“shall” or a similar word or expression
Suggested new wording
Effect of changes
From Current Constitution
Suggested new wording
used in relation to a power of the
Board indicates that the power must
be exercised, subject to the Act or the
rule granting the power;
xxx. “special resolution” means a resolution
which is passed in accordance with
Rule 44;
xxxi.“temporary member” means a person
who, under the rules of the cooperative , is a temporary member of
the club;
xxxii.“the Act” means the Co-operatives Act
1992;
xxxiii. “the Board” means the whole or any
number of the directors assembled at
a meeting of the directors or
transacting business in accordance
with Rule 54, being not less than a
quorum or a majority, as the case
may be;
xxxiv.“the club” means Kahibah Bowling Club
Co-op Ltd;
xxxv. “the Clubs Act” means the Registered
Clubs Act 1976;
xxxvi.“the co-operative” means
Bowling Club Co-op Ltd;
Kahibah
xxxvii.“the Law” means the Corporations Law;
Effect of changes
From Current Constitution
xxxviii.“the Registrar” means the Registrar of
Co-operatives
or
any
person
delegated the Registrar's functions;
xxxix.“the secretary” means any person
appointed by the Board as secretary
of the co-operative in accordance
with the rules;
xl.“the State” means the State of New
South Wales;
xli.“writing” includes printing, typing,
lithography and other modes of
representing or reproducing words in
a visible form and "written" has a
corresponding meaning;
xlii. Words importing one gender include the
other genders;
xliii. Words in the singular include the plural,
and vice versa;
xliv. Words or expressions used have the
same meanings as those given to
them by the Act.
Suggested new wording
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
NEW RULE
1 Application of these rules
Application rule from CNL Model
rules
1. These rules are the rules of the
Kahibah Bowling Club Co-operative
Limited.
2. These rules are based on the model
rules as contained in the National
Regulations with changes to reflect this
specific co-operative.
New rule.
From Current Constitution
Rule 2:
Suggested new wording
DEFINITIONS - INTERPRETATION See Rule 2 above..
PROVISIONS
a) A reference in these rules to “the Act”
includes a reference to:
i.the Act as originally enacted, and as
amended from time to time since its
original enactment; and
ii.if the Act has been repealed since the
inclusion of the reference in these
rules - the legislation enacted in
substitution of the Act (whether
legislation of the State or Federal
Parliament) and as amended from
time to time since its enactment;
b) A reference in these rules to a provision in
“the Act” includes a reference to:
i.
the provision as originally enacted,
and as amended from time to time
since the original enactment;
ii.
if the provision has been omitted
and re-enacted (with or without
modification) since the enactment of
the reference - the provision as reenacted and as amended from time
to time since its re-enactment; and
iii.
if the provision has been omitted
and replaced with a new provision
Effect of changes
Absorbed into new rule 2.
Simplified but No change in
meaning.
From Current Constitution
dealing with the same area of law or
procedure - the new provision as
enacted and as amended from time
to time since its enactment.
c)
i.In the interpretation of a rule, or
paragraph of a rule, the
interpretation that will best achieve
the purpose of the rule is to be
preferred to any other interpretation.
ii.This provision applies whether or not
the purpose is expressly stated in
the rule or paragraph of the rule.
d) In these rules, unless the context indicates
a contrary intention, headings are for
convenience and do not affect
interpretation.
Suggested new wording
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 3:
3 Name of the co-operative (CNL ss220222 & 224)
Current rule updated for CNL section
number and combined with old rule 5
a) The name of the co-operative is Kahibah
Bowling Club Co-operative Ltd
Renumbering of Rule, no change in
meaning.
NAME
a) The name of the co-operative shall be:
Kahibah Bowling Club Co-operative Ltd
b) The co-operative may, in accordance with
Section 259 of the Act, change its name by b) The co-operative may, in accordance with
Section 224 of the Law, change its
way of a special resolution to a name
name by way of a special
approved by the Registrar.
resolution to a name approved by
the Registrar.
Rule 4:
NON-TRADING CO-OPERATIVE 1 Non-Distributing Co-Operative
The co-operative is a non-trading co-operative
within the meaning of Section 15 of the Act.
Rule 5:
REGISTERED OFFICE
a) The co-operative must cause a notice to be
conspicuously and publicly displayed at the
premises of its registered office which states
the name of the co-operative and identifies
the premises as its registered office.
b) The Board shall notify the Registrar of any
change of address of the registered office of
the co-operative within 28 days after the
change, and on the form approved by the
Registrar.
The co-operative is a non-distributing
co-operative without share capital
within the meaning of Section 19 of the
Law.
3 Registered Office (CNL Ss226)
Updated to reflect current act.
Has been absorbed into new Rule 1
(1). No change in meaning.
No change – provision in accord with
RCA.
(a) The co-operative must cause a notice
to be conspicuously and publicly
Renumbering of Rule as part of Rule
displayed at the premises of its
3.
registered office which states the name No change in meaning of the rule.
of the co-operative and identifies the
premises as its registered office.
(b) The Board shall notify the Registrar of
any change of address of the
registered office of the co-operative
within 28 days after the change, and
on the form approved by the Registrar.
From Current Constitution
Rule 6:
REGISTERED
REQUIREMENTS
Suggested new wording
CLUB 1 C
Registered Club Requirements
Effect of changes
This rule is from RCA – no change
from current version
Subject to the provisions of the Registered
Subject to the provisions of the Registered Clubs Act:
Renumbering of Rule to new Rule 1C.
Clubs Act:
1) liquor shall not be sold, supplied or
Update and simplification of wording
i.liquor shall not be sold, supplied or disposed
disposed of in accordance with section but no change in meaning.
of on the premises of the club to any
10 of the Registered Clubs Act 1976
person, other than a member, except on
and its Regulations;
the invitation and in the company of a
member. This paragraph does not apply
2) liquor shall not be sold, supplied or
if the club is the holder of a Certificate of
disposed of on the premises of the
Registration under the Registered Clubs
club to any person under the age of
Act in respect of the sale, supply or
eighteen years;
disposal of liquor to any person at a
function in respect of which authority is
3) a person under the age of eighteen
granted to the club under the Registered
years shall not use or operate poker
Clubs Act;
machines on the premises of the club.
ii.liquor shall not be sold, supplied or disposed
of on the premises of the club to any
person under the age of eighteen years;
iii.a person under the age of eighteen years
shall not use or operate poker machines
on the premises of the club.
From Current Constitution
Suggested new wording
Effect of changes
Rule 7:
42 Effect of rules (CNL ss55, 57)
Updated from CNL model rules – no
change to effect.
RULES
a) The rules of the co-operative have the effect
of a contract under seal:
i.
(1) The rules of a co-operative have the
effect of a contract under seal:
between the co-operative and each
member;
(a) between the co-operative and
each member; and
ii.
between the co-operative and each
director; and
iii.
between a member and each other
member.
(b) between the co-operative and
each director, the chief
executive officer and the
secretary of the co-operative;
and
b) Under the contract, each of those persons
agrees to observe and perform the
provisions of the rules as in force for the time
being so far as those provisions are
applicable to that person.
i.A person shall be entitled on demand to
a copy of the rules upon payment of
a sum not exceeding that specified in
Rule 82, Schedule of Charges.
ii.A person may inspect a copy of these
rules free of charge at the office
where the registers are kept, during
all reasonable hours.
(c) between a member and each
other member.
(2) Under the contract, each of those
persons agrees to observe and
perform the provisions of the rules as
in force for the time being so far as
those provisions apply to the person.
Renumbering of rule, no change in
meaning.
Process to amend and to obtain
copies of rules shown under new
rule 43 B
From Current Constitution
Suggested new wording
Effect of changes
Rule 8:
43 B Amendments and copies of rules
(CNL ss57 & 60–63)
Clarified as per CNL model rules.
Changes to rules require special
resolution passed at a general
meeting UNLESS changes are a
result of changes to the Law.
RULE ALTERATIONS
a) The rules may be altered by a special
resolution, by a resolution of the Board in
accordance with Section 112 of the Act or as
otherwise permitted by the Act.
b) No alteration to these rules takes effect until
the alteration is registered by the Registrar.
c) Where any rule is altered, by way of a board
resolution under Section 112 of the Act, the
co-operative must cause the alteration to be
notified, in writing, to members as soon as
practicable after the alteration is registered
and, in any event, not later than the date on
which notice is given to the members of the
next annual general meeting of the cooperative, following the registration of the
alteration.
(1) Any amendment of the rules must be
approved by special resolution.
(2) A proposal to amend the rules of the
co-operative must be made in a form
approved by the board which clearly
shows the existing rule or rules
concerned and any proposed
amendment to the rules and the
intended effect of that change.
(3) The rules of a co-operative may be
amended by a resolution passed by
the board if the amendment does no
more than give effect to a requirement,
direction, restriction or prohibition
imposed or given under the authority of
the Law, the National Regulations or
the Club's Act.
(4) If the rules of a co-operative are
amended under part (3), the cooperative must cause the amendment
to be notified in writing to its members
as soon as practicable after the
amendment takes effect and in any
event no later than the day when
notice of the next annual general
meeting of the co-operative after the
amendment takes effect is given to the
members.
Process of members obtaining copy
of rules has been included as
outlined in CNL.
Context same as current rule
Renumbering of rule only.
From Current Constitution
Suggested new wording
(5) A member is entitled to a printed copy
of the rules upon payment of the
amount of $5 to the co-operative or of
an electronic version free of charge.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 9:
43A By-Laws
No change from current
BY-LAWS
a) The Board shall have power to make bylaws, not inconsistent with the Act, the
Regulations, and the rules relating to the
conduct of members on the premises of the
co-operative and to the operations of the cooperative.
b) A breach of a by-law shall be deemed to be
an infringement of the rules for the purposes
of Rule 81.
a) The Board shall have power to make
Renumbering of rule only.
by-laws, not inconsistent with the Law,
the National Regulations or the
Registered Club's Act and the rules,
relating to the conduct of members on
the premises of the co-operative and to
the operations of the co-operative.
b) A breach of a by-law shall be deemed
to be an infringement of the rules for
the purpose of Rule 9.
From Current Constitution
Suggested new wording
Effect of changes
Rule 10:
1A OBJECTS
Current wording is restrictive and
confusing. Changes reflect current
thinking whilst preserving tax free
status.
OBJECTS
The objects of the co-operative shall be:
i.
To promote the game of bowls and such
other sport, games, amusements and
recreations as the Board may deem
expedient and to operate, maintain and
carry on a club for that purpose;
ii.
to affiliate with such associations as shall
be considered necessary;
iii.
to purchase, lease or otherwise acquire
land at any place that the co-operative
may deem expedient; and to lay out and
prepare such grounds for bowls and for
other purposes of the co-operative; and
provide a club house and other
conveniences in connection therewith,
and permit their use by members and
their guests on such terms as the Board
shall determine. Notwithstanding the
provisions of this rule, no portion of the
co-operative’s property, which may be
covered by a certificate of registration
under the Clubs Act shall be let, leased
or demised without prior approval of the
Licensing Court;
iv.
to hold or arrange bowls and other
matches, games and competitions and
offer and grant or contribute towards the
provision of trophies, awards and
The objects of the co-operative shall be:
1. To provide facilities, opportunity,
guidance and incentive for members to
participate in sport and recreational
Also see new rule 35
pursuits with particular emphasis on
the promotion of lawn bowls.
Clear, simple wording, but still reflective
of current rule.
2. To operate, maintain and carry on a
club for that purpose
Renumbering of Rule.
3. To encourage and participate in such
community based endeavours and
activities as shall be deemed
appropriate by the board.
4. The assets and income of the cooperative shall be applied solely in
furtherance of its objects and no
portion shall be distributed directly or
indirectly to the members of the cooperative except as bona fide
compensation for services rendered or
expenses incurred on behalf of the cooperative or in accordance with Rule
35(b).
From Current Constitution
Suggested new wording
Effect of changes
1B Legal capacity (CNL ss42)
Wording amended to reflect CNL.
Current rule includes outdated
verbage.
distinctions;
Rule 11:
POWERS
The co-operative shall have, both within and
outside the State, the legal capacity of a
natural person and have all the powers
allowed by or under the Act including but not
limited to the power to raise or borrow
money and to secure the repayment of any
moneys raised, borrowed or owing by the
co-operative on mortgages or other
securities over the whole on any part of the
undertaking and assets of the co-operative,
including after acquired property or rights or
in such other manner as may be determined
by the co-operative with the approval,
however, of the Board for the time being of
the co-operative.
I.
The powers of the co-operative to:
II.
i.
obtain financial accommodation; and
ii.
give security for the repayment of
money,
shall be exercised subject to the Act, but
otherwise unlimited by the rules.
III.
The co-operative shall not have the power to
lend money to any of its employees or
members.
1) The co-operative has, both within and
outside this jurisdiction, the legal
capacity of an individual.
Old Rule 11 (d) relocated to New Rule
28 (4)
2) Without limiting subsection (1), the cooperative has, both within and outside Renumbering of Rule.
this jurisdiction, power:
a) to issue debentures and CCUs
of the co-operative; and
b) to distribute any of the property
of the co-operative among the
members, in kind or otherwise
(subject to Rule 59) ; and
c) to give security by charging
uncalled capital; and
d) to grant a security interest in
property of the co-operative;
and
e) to procure the co-operative to
be registered or recognised as a
corporation in any place outside
this jurisdiction; and
f) to do any other act it is
authorised to do by any other
From Current Constitution
IV.
Suggested new wording
The board may appoint patron[s] annually
who need not necessarily be a member of
the co-operative.
Effect of changes
law (including a law of a place
outside this jurisdiction).
3) The fact that the doing of an act by the
co-operative would not be, or is not, in
its best interests does not affect its
legal capacity to do the act.
4) To avoid doubt, this section does not:
(a) authorise the co-operative to
do an act that is prohibited by a
law of this jurisdiction; or
(b) give the co-operative a right
that a law of this jurisdiction
denies the co-operative.
5) The co-operative shall not have the
power to lend money to any of its
employees or members.
Rule 12:
SEAL
a) The co-operative shall, as required by
Section 258(1)(a) of the Act, have the name
of the co-operative appear in legible
characters on its Common Seal and on any
Official Seal, and the Australian Registered
Body Number of the co-operative if required
under the Law. The Common Seal shall be
kept at the registered office in such custody
as the Board shall direct.
44
Seal (CNL ss49 & 223)
(1) This rule applies if the co-operative
chooses to authenticate a document under
the common seal of the co-operative.
(2) The co-operative’s name and
registration number must appear on its
common seal and any official seal. The
common seal must be kept at the registered
office in the custody that the board directs.
Model rules – no change in effect.
Renumbering and updating of rule.
From Current Constitution
Suggested new wording
b) The co-operative may, pursuant to Section
49 of the Act, have for use in place of its
Common Seal outside the State, one or
more Official Seals. Each of the additional
seals must be a facsimile of the Common
Seal with the addition on its face of the name
of the place where it is to be used.
(3) The co-operative may have one or
more official seals for use outside the State or
Territory in place of its common seal. Each of
the additional seals must be a facsimile of the
common seal with the addition on its face of
the name of the place where it is to be used.
c) The Common Seal of the co-operative shall
not be affixed to any instrument except by
resolution of the Board. Two directors and
the secretary must be present and must sign
all instruments sealed while they are
present. The Board may appoint a person
other than the secretary to perform this
function.
Effect of changes
(4) The seal of the co-operative must not
be affixed to an instrument other than under a
resolution of the board. Two directors, or one
director and the secretary, must be present
and must sign all instruments sealed while
they are present.
d) The person affixing the Official Seal must
certify in writing on the instrument to which
it is affixed, the date and place at which it is
affixed.
Rule 13:CO-OPERATIVE MAY AUTHORISE
AGENT OR ATTORNEY
TO
45 Co-Operative May Authorise Agent To
Execute Deeds (CNL
ss50)
No change in effect.
EXECUTE DEEDS
a) The co-operative may, by writing under its
Common Seal, empower its agent or
attorney (either generally or in respect of a
specified matter or specified matters) to
execute deeds on its behalf.
New rule is from model rules of the
CNL.
(1) A co-operative’s power to make, vary,
ratify or discharge a contract may be
exercised by an individual acting with
the co-operative’s express or implied
authority and on behalf of the cooperative.
(2) The power may be exercised without
Renumbering of rule.
From Current Constitution
b) A deed signed by such an agent or attorney
on behalf of the co-operative and under the
agent’s or attorney’s seal, or under the
appropriate official seal of the co-operative,
binds the co-operative and has effect as if it
were under the Common Seal of the cooperative.
Suggested new wording
Effect of changes
using a common seal.
(3) This section does not affect the
operation of a law that requires a
particular procedure to be complied
with in relation to the contract.
c) The authority of such an agent or attorney,
as between the co-operative and a person
dealing with the agent or attorney, continues
during the period (if any) mentioned in the
instrument conferring the authority or, if no
period is so mentioned, until notice of the
revocation or termination of the agent’s or
attorney’s authority has been given to the
person dealing with the agent or attorney.
d) Where an agent or attorney affixes an
Official Seal to an instrument, the person
must comply with Rule 12(d).
Rule 14:CUSTODY AND INSPECTION OF
RECORDS AND
REGISTERS
a) The co-operative must have at the
registered office, subject to Rule 15, and
available during all reasonable hours for
inspection by any member free of charge the
following:
a) a copy of the Act, the Clubs Act and the
Regulations;
46
Inspection of records and registers
(CNL ss214 & 215)
New rule based on new Model rules
of the CNL– wording updated but no
change in effect.
1) Members of the co-operative have free
access to the records and registers
Renumbering of Rule.
referred to in section 214 (1) of the
Law and they may make a copy of any
entry in the registers free of charge.
2) Members do not have access to the
minutes of board or committee
meetings, but may request access to
any such minutes in writing addressed
From Current Constitution
b) a copy of the rules of the co-operative;
c) a copy of the minutes of each general
meeting of the co-operative;
d) a copy of the last annual report of the cooperative under Section 252 of the Act;
Suggested new wording
to the board.
3) Members must not:
(a) use information about a person
obtained from a register kept by a cooperative under this Law to contact or
send material to the person; or
e) the register of directors and members;
f) the register of names of persons who
have given loans or deposits to or hold
securities or debentures given or issued
by the co-operative;
g) such other registers as the regulation
provides are to be open for inspection.
b) The register of members must be kept in
accordance with Sections 30 and 31 of the
Clubs Act, Section 249 of the Act and the
Regulation.
(b) disclose information of that kind
knowing the information is likely to be
used to contact or send material to the
person unless the use or disclosure of
the information is:
(i) relevant to the holding of the
directorship, membership,
CCUs, loans,securities,
debentures or deposits
concerned or the exercise of the
rights attaching to them; or
(ii) approved by the board; or
c) A member is entitled to make a copy of
entries in a register specified in subsection
(a) and to do so free of charge or on the
payment of a fee if required under Rule 82,
Schedule of Charges.
d) The co-operative must have at the place
where the registers are kept and available
during all reasonable hours for inspection by
any person:
(iii) necessary to comply with a
requirement of this Law.
Effect of changes
From Current Constitution
i.
ii.
iii.
Suggested new wording
Effect of changes
47
New model rules – new wording –
a copy of the Act, the Clubs Act and the
Regulations;
a copy of the rules of the co-operative;
a copy of the last annual report of the cooperative under Section 252 of the Act.
Rule 15: NOTIFICATION OF OFFICE
ADDRESS AT WHICH
REGISTERS
ARE KEPT
If the registers required by Section 249(1) of the
Act and Section 32(2) of the Clubs Act to be
kept by a co-operative are not kept at the
registered office, the co-operative must lodge
with the Registrar a notice of the address at
which the register is kept within 28 days after
the register is:
a) established at an office which is not the
co-operative’s registered office; or
b) moved from one office to another.
Safe keeping of securities
Shares, debentures, charges and any No change in effect.
other certificates or documents or
duplicates of them pertaining to
Renumbering of rule.
securities must be safely kept by the
co-operative in the way and with the
provision for their security as the board
directs.
From Current Constitution
Suggested new wording
Effect of changes
MEMBERSHIP 4
Active membership provisions (CNL Wording update –
ss112(2), 144, 148 & 156–166)
no change in effect
In accordance with Part 6 of the Act:
(1) Primary activity
Renumbering of rule.
i.
The operation, maintenance and
For the purposes of Part 2.6 of the
carrying on of a club known as Kahibah
Law, the primary activity of the coBowling Club Co-operative Ltd for the
operative is the operation,
promotion of sporting and social
maintenance and carrying on of a club
activities is the primary activity of the cofor the promotion of sporting and social
operative; and
activities.
Rule 16:
ii.
ACTIVE
PROVISION
a member shall:
(2) Active membership requirements
a) be an Ordinary member who pays
and annual subscription of not less
than $2.00 and not more than
$100.00 in accordance with Rule 22;
or
b) be awarded Life membership in
accordance with Rule 18 in order to
establish active membership of the
co-operative.
A member must:
(a) be an Ordinary member who
pays an annual subscription in
accordance with Rule 6; or
(b) be awarded Life membership in
accordance with Rule 5
From Current Constitution
Suggested new wording
Effect of changes
Rule 17: CANCELLATIONS RELATING TO
INACTIVE MEMBERS
13
Forfeiture and cancellations—
inactive members (CNL ss156–163)
As per new model rules –
Period of inactivity from current
constitution –
a) The Board shall, after giving notice in
The board must declare the
accordance with Section 132 of the Act, membership of a member cancelled if:
declare the membership of a member
No change in effect.
cancelled if:
(a) the whereabouts of the member are
not presently known to the coRenumbering of rule
i.
the whereabouts of the member are not
operative and have not been known to
presently known to the co-operative and
the co-operative for a continuous
have not been known to the co-operative
period of at least one (1) month ; or
for a continuous period of at least 1
month before the date of cancellation; or
(b) the member is not presently active
and has not been active within the
ii.
the member is not presently an active
meaning of rule 4 in the past one (1)
member and has not been an active
month.
member at any time during the past 1
month immediately before the date of
cancellation.
b) The co-operative shall, in a form approved
by the Registrar, keep a register of
memberships cancelled pursuant to
paragraph (a) of this rule, which shall specify
the particulars prescribed in Clause 6 of
Schedule 1 of the Co-operatives Regulation
1997.
c) The Board shall not be required to give
notice, under this rule, if the member’s
whereabouts are unknown to the cooperative and the amount required to be
repaid to the member in respect of the
cancelled membership does not exceed
From Current Constitution
$50, or such other amount as may be
prescribed
Suggested new wording
Effect of changes
From Current Constitution
Rule 18:
Suggested new wording
QUALIFICATIONS FOR
MEMBERSHIP
Effect of changes
5
Qualifications for membership (CNL No change from current.
s112) (Rule 30 RCA)
Based on new CNL and RCA
a) A person is not qualified to be admitted to
a) A person qualifies for membership of
requirements.
membership of the co-operative unless:
the co-operative if the person is able to
use or contribute to the services of the Current Rule 23 Employee Members
i.
the Board has reasonable grounds
co-operative.
also absorbed into this Rule
for believing that the person will be an
active member under Rule 16; and
b) An employee may be a member of the Renumbering of Rule.
co-operative in accordance with the
ii.
the applicant is an individual and not
Registered Clubs Act, however the
a body corporate.
following restrictions apply:
b) Club membership shall consist of the
following classes:
i.Ordinary members:
i.
the employee member is not
entitled to vote at any meeting of
the co-operative, meeting of the
Board or at any election of the
Board; and
ii.Life members;
iii.Honorary members;
ii. the employee member shall not
hold office as a member of the
Board of the co-operative; and
iv.Temporary members; and
v.Provisional members.
c) The rights, duties and entitlements of the
various classes of membership are as
follows:
i.
Ordinary members shall consist of
the following subclasses:
Bowling member shall mean a
iii. a member who has been an
employee of the Co-operative shall
not be entitled to nominate for a
position or office as a member of
the board of the Co-operative until
a period of three (3) years has
elapsed since ceasing employment
with the Co-operative.
c) A person is not qualified to be admitted
to membership of the co-operative
From Current Constitution
member of the co-operative, who
shall pay the full annual subscription
or, in the case of a new member
joining after the first day of January
and prior to the thirty-first day of May
following, such proportion of the full
annual subscription (being not less
than $2.00) as decided by the Board.
Each
applicant
for
Bowling
membership shall indicate on the
application form that they request
registration with the relevant bowls
governing bodies as may be
appropriate;
Social member:
a) Social member means a member
entitled to use the facilities of the cooperative; and
Suggested new wording
unless:
i.
the Board has reasonable grounds
for believing that the person will be
an active member under Rule 4;
and
ii. the applicant is an individual and
not a body corporate.
d) Club membership shall consist of the
following classes:
i.
Ordinary members:
ii. Life members;
iii. Honorary members;
iv. Temporary members; and
b) The subscription of a Social member
shall be less than that of a Bowling
member, but not less than $2.00,and
as prescribed in Rule 22
Junior Bowling members:
a) May be admitted at the discretion of
the Board and shall be a person
under the age of eighteen (18) years
who, having been elected as a Junior
Bowling member, shall pay the
applicable
annual
subscription.
Subject to the provisions of the Clubs
Act, a Junior Bowling member shall
v. Provisional members.
e) The rights, duties and entitlements of
the various classes of membership are as
follows:
Ordinary members shall consist of
the following subclasses:
Bowling member shall mean a
member of the co-operative who
on their application for
membership indicate that they
Effect of changes
From Current Constitution
be entitled to such playing privileges
and to the use of such of the facilities
of the co-operative as the Board shall
determine, but shall not be entitled to
hold office on the Board or to
nominate co-operative members for
such office or to vote at meetings of
the co-operative;
b) Junior Bowling members shall be
subject to the same condition
regarding membership as apply to
applicants for Bowling membership.
c) On attaining the age of eighteen (18)
years, a Junior Bowling member may
make written request to the Board to
transfer to Bowling membership and
the Board may grant such request
without the necessity of a fresh
election. A Junior Bowling member
so changing his/her membership
designation shall pay additional
subscription as shall, with the amount
already paid by him/her as a Junior
Bowling member, bring his/her total
subscription to the amount payable
by a Bowling member.
ii.
Life members:
a) Life membership shall mean any
members who may, in consideration
of long and meritorious service or for
any other special reason, be granted
Suggested new wording
request registration with the
relevant bowls governing bodies
as may be appropriate.
Social member means a
member entitled to use the
facilities of the co-operative.
Junior Bowling members may
be admitted at the discretion of
the Board and shall be a person
under the age of eighteen (18)
years who, having been elected
as a Junior Bowling member,
shall pay the applicable annual
subscription.
Subject to the provisions of the
Clubs Act, a Junior Bowling
member shall be entitled to such
privileges and to the use of such
of the facilities of the cooperative as the Board shall
determine, but shall not be
entitled to hold office on the
Board or to nominate cooperative members for such
office or to vote at meetings of
the co-operative;
Junior Bowling members shall
be subject to the same condition
regarding membership as apply
to applicants for Bowling
Effect of changes
From Current Constitution
honorary Life membership of the cooperative.
A proposal for Life
membership shall be made to the
Board in writing by any two Bowling
and/or Life members of the cooperative and the Board shall
consider it and come to a decision
regarding it. No such grant shall be
made except on the recommendation
of the Board made to the annual
general meeting and communicated
to the members in the notice
convening such meeting and the
subsequent
adoption
of
that
recommendation by two-thirds of the
members present and entitled to
vote.
b) At no time shall the number of Life
members exceed seven.
c) A Life member shall be entitled to full
co-operative membership in all
respects without the payment of an
annual subscription.
Honorary members:
The following may be made Honorary
members of the club:
a) The patron or patrons of the cooperative for the time being;
Suggested new wording
membership.
On attaining the age of eighteen
(18) years, a Junior Bowling
member may make written
request to the Board to transfer
to Bowling membership and the
Board may grant such request
without the necessity of a fresh
election.
A Junior Bowling member so
changing his/her membership
designation shall pay additional
subscription as shall, with the
amount already paid by him/her
as a Junior Bowling member,
bring his/her total subscription to
the amount payable by a
Bowling member.
Life members are any members who
may, in consideration of long and
meritorious service or for any other
special reason, be granted honorary
Life membership of the co-operative.
iii.
b) A local dignitary visiting the cooperative for a special occasion; and
A proposal for Life membership shall
be made to the Board in writing by any
two members of the co-operative and
the Board shall consider it and come to
a decision regarding it.
No such grant shall be made except on
Effect of changes
From Current Constitution
c) Any prominent citizen visiting the cooperative for some special occasion.
An Honorary member shall be
entitled only to the social
privileges of the co-operative and
to play bowls and other games,
recreations and pastimes as
determined by, or on the invitation
of, the Board from time to time.
iv.
Temporary members:
a) Temporary membership means that no
person shall be admitted to the club as a
Temporary member unless that person is
admitted in accordance with the
provisions of these rules.
b) The following may, in accordance with
i.
ii.
Suggested new wording
the recommendation of the Board
made to the annual general meeting
and communicated to the members in
the notice convening such meeting and
the subsequent adoption of that
recommendation by two-thirds of the
members present and entitled to vote.
At no time shall the number of Life
members exceed seven.
A Life member shall be entitled to full
co-operative membership in all
respects without the payment of an
annual subscription.
Honorary members may include:
The patron or patrons of the cooperative for the time being;
procedures established by the Board, be
made Temporary members of the club:
A local dignitary visiting the cooperative for a special occasion; and
Any visitor whose permanent place of
residence is outside a radius of five
(5) kilometres from the co-operative;
and
Any prominent citizen visiting the cooperative for some special occasion.
Members of other clubs that are
registered under the Clubs Act and
that have similar objects to the cooperative
c) Temporary members shall not be
An Honorary member shall be entitled
only to the social privileges of the cooperative and to play bowls and other
games, recreations and pastimes as
determined by, or on the invitation of,
the Board from time to time.
Temporary members:
Effect of changes
From Current Constitution
required to pay an entrance fee or the
annual subscription.
d) Temporary members shall not be entitled
to vote at any meeting of the cooperative, nominate for or be elected to
the Board or any office of the cooperative
or
participate
in
the
management, business and affairs of the
co-operative in any way.
e) Temporary members shall not be
permitted to introduce guests into the cooperative;
f) The Board or the Chief Executive Officer
of the co-operative may terminate the
membership of any Temporary member
at any time without having to provide any
reason therefore.
g) No person who is under suspension or
who
has
been
expelled
from
membership of the co-operative shall be
admitted as a Temporary member.
h) A full member of any registered club
who, at the invitation of the Board or a
full member of the co-operative, attends
on any day at the premises of the cooperative for the purpose of participating
in an organised sport or competition to
be conducted by the co-operative on that
Suggested new wording
Temporary membership means that no
person shall be admitted to the club as
a Temporary member unless that
person is admitted in accordance with
the provisions of these rules.
The following may, in accordance with
procedures established by the Board,
be made Temporary members of the
club:
i.
Any visitor whose permanent
place of residence is outside a
radius of five (5) kilometres from
the co-operative; and
ii. Members of other clubs that are
registered under the Clubs Act
and that have similar objects to
the co-operative
Temporary members shall not be
required to pay an entrance fee or the
annual subscription.
Temporary members shall not be
entitled to vote at any meeting of the
co-operative, nominate for or be
elected to the Board or any office of
the co-operative or participate in the
management, business and affairs of
the co-operative in any way.
Temporary members shall not be
Effect of changes
From Current Constitution
day shall become a Temporary member
of the club from the time on that day
when the person attends the premises of
the co-operative until the end of that day.
v. Provisional member:
a) Any person who has lodged with the
Secretary a nomination form, duly
completed in accordance with these
rules, seeking membership of the cooperative and pays the co-operative the
subscription appropriate to the class of
membership referred to in the application
form may be granted Provisional
membership of the co-operative while
awaiting the decision of the Board in
relation to that person’s application for
membership of the co-operative.
b) Should a person who is admitted as a
Provisional member not be elected to
membership of the co-operative within
six weeks from the date of lodging the
nomination form with the Secretary, or
should that person’s application for
membership be refused (whichever is
the sooner), that person shall cease to
be a Provisional member of the cooperative and the annual subscription
with the nomination shall forthwith be
returned to that person.
c) Provisional members shall be entitled
only to the social facilities and amenities
Suggested new wording
permitted to introduce guests into the
co-operative;
The Board or the Chief Executive
Officer of the co-operative may
terminate the membership of any
Temporary member at any time without
having to provide any reason
therefore.
No person who is under suspension or
who has been expelled from
membership of the co-operative shall
be admitted as a Temporary member.
A full member of any registered club
who, at the invitation of the Board or a
full member of the co-operative,
attends on any day at the premises of
the co-operative for the purpose of
participating in an organised sport or
competition to be conducted by the cooperative on that day shall become a
Temporary member of the club from
the time on that day when the person
attends the premises of the cooperative until the end of that day.
Provisional member:
Any person who has lodged with the
Secretary a nomination form, duly
completed in accordance with these
rules, seeking membership of the cooperative and pays the co-operative
Effect of changes
From Current Constitution
of the co-operative and shall not be
entitled to attend or vote at any meeting
of the co-operative, nominate for or be
elected to the Board or any office of the
co-operative or
to participate in the management,
business and affairs of the co-operative
in any way.
d) Nothing in these rules shall prevent an
applicant for membership of the cooperative submitting with his/her
application the first year’s annual
subscription for the purpose of obtaining
Provisional membership pursuant to this
rule.
Suggested new wording
the subscription appropriate to the
class of membership referred to in the
application form may be granted
Provisional membership of the cooperative while awaiting the decision of
the Board in relation to that person’s
application for membership of the cooperative.
Should a person who is admitted as a
Provisional member not be elected to
membership of the co-operative within
six weeks from the date of lodging the
nomination form with the Secretary, or
should that person’s application for
membership be refused (whichever is
the sooner), that person shall cease to
be a Provisional member of the cooperative and the annual subscription
with the nomination shall forthwith be
returned to that person.
Provisional members shall be entitled
only to the social facilities and
amenities of the co-operative and shall
not be entitled to attend or vote at any
meeting of the co-operative, nominate
for or be elected to the Board or any
office of the co-operative or to
participate in the management,
business and affairs of the cooperative in any way.
Nothing in these rules shall prevent an
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
applicant for membership of the cooperative submitting with his/her
application the first year’s annual
subscription for the purpose of
obtaining Provisional membership
pursuant to this rule.
Rule 19: APPLICANTS FOR MEMBERSHIP
TO BE GIVEN NOTICE
OF
ENTRY AND PERIODIC FEES
The co-operative must supply, with each
application for membership, a written notice of
any intending or prescribed entry or periodic
fees that a person will be liable to pay on
becoming a member of the co-operative.
6
Entry fees and regular
subscriptions (CNL s124)
1) The entry fee for an application for
membership is determined each year
by the board and published at the
registered office or on the website of
the co-operative,
2) The regular subscription (also known
as a periodic membership fee) is
determined from time to time by the
board and published at the registered
office or on the website of the cooperative.
3) The co-operative must supply, with
each application for membership, a
written notice of any intending or
prescribed entry or periodic fees that a
person will be liable to pay on
becoming a member of the cooperative.
4) The Board may, either generally or in a
specific case, extend a period for the
payment of the regular subscription,
New wording as per CNL –
Allows for setting of entry fee (if any)
and regular subscription by the
board as required.
Renumbering of rule.
From Current Constitution
Suggested new wording
even though the previous period has
expired. The extended period for
payment shall not exceed 12 months.
5) If the regular subscription of any
member shall not be paid within a
period of one month from the date on
which it shall fall due upon, the
member shall be automatically
suspended from all privileges of the
co-operative and a person’s
membership shall be cancelled.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 20:
7
Membership applications (Rule 30
RCA)
Combination of rule 22 and 20 from
current constitution. Complies with
CNL (rule 7) and RCA (section 124)
and RCA (section 30)
a)
The Board must provide each person
intending to become a member of the cooperative with:
i.
a consolidated copy of the rules of
the co-operative; and
(1) Applications for membership must be
lodged at the registered office in the
application form approved by the
Includes current rule 21a.
board, and should be accompanied by
payment of any applicable entry fee or
subscription set under rule 6.
ii.
a copy of all special resolutions
applicable to the member passed by
the members of the co-operative,
except special resolutions providing
for an alteration of the rules of the cooperative; and
(2) An interval of at least 2 weeks shall
elapse between the proposal of a
person for election as an Ordinary
member of the co-operative and his or
her election.
iii.
b)
APPLICATION FOR
MEMBERSHIP
a copy of the last annual report of the
co-operative under Section 252 of
the Act.
The Board may comply with Rule 20(a) by:
i. giving the person intending to become
a member notice that the documents
referred to in that sub-rule may be
inspected by that person at the
registered office of the co-operative;
and
ii. making those documents available for
inspection.
c) A person shall not be admitted as a full
(3) Every application must be considered
by the board.
(4) If the board approves of the
application, the applicant’s name and
any other information required under
the Law must be entered in the register
of members within 28 days of the
board’s approval.
(5) The applicant must be notified in
writing of the entry in the register and
the applicant is then entitled to the
privileges attaching to membership.
(6) The board may, at its discretion, refuse
an application for membership. The
From Current Constitution
member of the co-operative unless elected
to membership at a meeting of the Board.
The names of the members present and
voting at the meeting are to be recorded by
the secretary.
d) Applications for membership shall be lodged
at the registered office in or to the effect of
the approved form, together with such sum
as determined by the Board from time to
time, being the relevant fee applicable to the
class of membership applied for.
e) The names and addresses of persons
proposed for election as Ordinary members
shall be displayed in a conspicuous place on
the premises of the co-operative for at least
1 week before their election.
f) An interval of at least 2 weeks shall elapse
between the proposal of a person for
election as an Ordinary member of the cooperative and his or her election.
g) If elected, the applicant’s name and any
other information required by or under the
Act shall be entered in the register of
members. The applicant shall be notified in
writing of the entry in the register and shall
then be entitled to the privileges attaching to
membership.
h) The Board may, at its discretion, refuse any
application for membership and need not
Suggested new wording
board need not assign reasons for the
refusal. On refusal any amounts
accompanying the application for
membership must be refunded within
28 days without interest,
(7) There shall be no joint members.
(8) Members wishing to form sub clubs
within the co-operative to cater for
other sports, games, amusements (eg
snooker club, darts club, indoor bowls
club, fishing club, travelling bowlers)
shall conform to by-laws approved by
the Board.
Effect of changes
From Current Constitution
give any reasons to the unsuccessful
applicant. Upon refusal the applicant’s
deposit shall be refunded without interest.
i) In
considering
an
application
for
membership pursuant to this rule, the Board
must ensure that a person who is not
qualified for membership of the co-operative
under Rule 18 is not admitted as a member.
j) There shall be no joint members.
Suggested new wording
Effect of changes
From Current Constitution
Suggested new wording
Rule 21a: SPORTING SECTIONS WITHIN 7 (included at subrule 8) Sections Within
THE CO-OPERATIVE
the Co-operative
Effect of changes
See new rule 7
No change in meaning
21a. Members wishing to form sporting sections
within the co-operative to cater for other sports,
games, amusements etc (eg a snooker club,
darts club, indoor bowls club, fishing club,
travelling bowlers) shall conform to by-laws
drawn up by the Board before such section can
become operative.
Members wishing to form sections
within the co-operative to cater for other
sports, games, amusements etc (eg a
snooker club, darts club, indoor bowls
club, fishing club, travelling bowlers)
shall conform to by-laws approved by
the Board.
From Current Constitution
Rule 22:
Suggested new wording
ANNUAL SUBSCRIPTION
Effect of changes
See new rule 6 and 7
Absorbed into new Rule 6 & 7 see above.
a)
b)
A member shall, in accordance with the Act,
be liable to the co-operative for any charges
payable by the member to the co-operative,
as prescribed by these rules.
Members may be required to pay an annual
subscription which shall:i.
be in addition to any other charges
payable under the rules;
ii.
be determined by the Board from
time to time;
iii.
be payable, in advance, within the
period set by the Board; and
for ordinary members, be not less
than $2.00 and not exceed $100.00
in any financial year.
c)
Not withstanding paragraph (b)(iii) the
Board may, either generally or in a specific
case, extend a period for the payment of the
Annual Subscription, even though the
previous period has expired. The extended
period for payment shall not exceed 12
months.
d)
If the subscription of any member shall not
be paid within a period of one month from
the date on which it shall fall due upon, the
member shall be automatically suspended
No change in meaning
Fee amounts removed as minimum
fee is covered by the RCA and also
removed maximum fees as it limits
changes to membership fees for
multiple periods.
Membership fees are separate to
Affiliation or Registration Fees
required from sub clubs etc.
From Current Constitution
from all privileges of the co-operative and a
person’s membership shall be cancelled in
accordance with Rule 17.
Suggested new wording
Effect of changes
From Current Constitution
Rule 23:
MEMBERS
OF
OPERATIVE
Suggested new wording
THE
CO-
See rules 5,6 and 7
Re Written into Rules 5, 6 and 7
The members of the co-operative are:
i.
those persons who signed the
application for registration of the cooperative; and
ii.
those persons admitted to membership
in accordance with Rules 18 and 20; and
iii.
those persons who become members by
a transfer of engagements to the cooperative.
Effect of changes
New rules written to reflect updated
version of the new model rules and
specific to the requirements of this
co-operative (Club).
From Current Constitution
Rule 24:
Suggested new wording
EMPLOYEE MEMBERS
An employee may be a member of the co- SEE RULE 5
operative in accordance with the Clubs Act,
however the following restrictions apply:
i.
the employee member is not entitled to
vote at any meeting of the co-operative,
meeting of the Board or at any election
of the Board; and
ii.
the employee member shall not hold
office as a member of the Board of the
co-operative; and
iii.
a member who has been an employee of
the Co-operative shall not be entitled to
nominate for a position of office as a
member of the board of the Co-operative
until a period of three (3) years has
elapsed since ceasing employment with
the Co-operative.
Effect of changes
The current rule is absorbed into
new Rule 5.
There is no change in meaning to the
Rule.
From Current Constitution
Suggested new wording
Effect of changes
Rule 25:
12
Liability of members to cooperatives (CNL ss117(2) & 121)
Adopted model rule
LIABILITY OF MEMBERS TO
THE CO-OPERATIVE
a) A member shall not, as a member of the cooperative, be under any personal liability to
a creditor of the co-operative.
A member is liable to the co-operative
for the amount, if any, unpaid by the
member in respect of entry fees and
regular subscriptions, together with
any charges, payable by the member
to the co-operative under these rules
Renumbering of Rule and
information covered in New rules as
stated.
No changes in the meaning of the
b) A member shall, in accordance with Section
rules.
76 of the Act, be liable to the co-operative
for any charges, including entry and periodic
fees, payable by the member to the cooperative as required by these rules.
14
Value of interest of deceased
member (CNL ss102–105)
c) On the death of a member, the member's
estate is subject to the same liability as the
The value of the interest of a deceased
member would have had prior to death.
member is the amount that would have
been payable to the member if the
member had resigned and includes
any prepayments of regular
subscriptions or other fees less any
amounts owing to the co-operative by
the member.
15
Rights and liabilities of members
under bankruptcy or mental incapacity
1) A person appointed under a law of a
State or Territory to administer the
estate of a member who, through
mental or physical infirmity, is
incapable of managing his or her
affairs, may be registered as the holder
of the member’s interest in the cooperative and the rights and liabilities
From Current Constitution
Suggested new wording
of membership vest in that person
during the period of the appointment.
2) Upon application by a person
appointed to manage the affairs of a
member referred to above, the board
may decide to suspend some or all
active membership obligations if there
are grounds to believe that the
member’s physical or mental infirmity
is temporary.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 26:
22 part A Voting Rights
No change in effect
VOTING RIGHTS
a) Subject to Rule 18, an active member of the
co-operative shall have one vote only in
respect of any question or motion arising at
a general meeting of the co-operative.
a) Subject to Rule 5, an active member of
the co-operative shall have one vote
only in respect of any question or
motion arising at a general meeting of
the co-operative.
b)
i.
A person must not directly or indirectly
control the right to vote of a member.
b) A person must not directly or indirectly
control the right to vote of a member.
ii.
If a person controls the exercise of the
right to vote of a member at a meeting of
the co-operative:
c) If a person controls the exercise of the
right to vote of a member at a meeting
of the co-operative:
i. the vote of that member; and
ii. the vote of that person, if that
person is a member,
are invalid.
A. the vote of that member; and
B. the vote of that person, if that person
is a member,
are invalid.
iii.
Nothing in Rule 26(b) prevents the
exercise of a vote by means of a power
of attorney.
c. Temporary, Provisional and Honorary
members shall not be entitled to vote.
d) Nothing in this rule prevents the
exercise of a vote by means of a
power of attorney.
e) Temporary, Provisional and Honorary
members shall not be entitled to
vote.
f) Junior Bowling members shall not be
entitled to vote
d. There shall be no voting by proxy.
g) Employees who are also members are
not entitled to vote.
h) There shall be no voting by proxy.
Adoption of model rules to reflect the
specific needs of this co-operative
(Club)
Renumbering of rule.
From Current Constitution
Rule 27: RESTRICTION ON VOTING
ENTITLEMENT UNDER
POWER OF
ATTORNEY
A person is not entitled to exercise a member’s
right to vote under a power of attorney, if that
person has a power of attorney to vote in
respect of another member.
Suggested new wording
Effect of changes
Deleted upon advice from Club
solicitor – no real effect
From Current Constitution
Suggested new wording
Effect of changes
Rule 28:
9
Expulsion or Suspension of
members
Similar to current constitution –
model rules suggest suspension be
by way of a Special Resolution –
SUSPENSION OF MEMBERS
A. The President, Secretary Manager or
his/her delegated officer shall have the
power to suspend any member from
membership of the co-operative,
i.
who is intoxicated, violent,
quarrelsome or disorderly, or
ii.
whose presence on the premises
of the co-operative renders the
co-operative or the Secretary of
the co-operative liable to a
penalty under the NSW
Government Legislation.
B. Any suspension pursuant to subparagraph
A. of this rule shall be for a maximum
period of one month only and the
Secretary of the co-operative shall make a
written report of the circumstances giving
rise to the suspension to the board or its
sub-committee within (7) days of the
suspension being imposed.
C. a) The Board may, by resolution of twothirds (2/3) majority, suspend members
who do any of the following acts:
i.
infringe any of the rules or by-laws of
the co-operative; or
ii.
fail to discharge obligations to the cooperative, whether prescribed by
these rules or arising out of contract;
(1) The Chairman, CEO or his/her
delegated officer shall have the power
to suspend any member from
membership of the co-operative,
I.
who is intoxicated, violent,
quarrelsome or disorderly, or
II.
whose presence on the
premises of the co-operative
renders the co-operative or the
CEO of the co-operative liable
to a penalty under the any NSW
Government Legislation.
(2) any suspension pursuant to
subparagraph (1) of this rule shall be
for a maximum period of one month
only and the CEO of the co-operative
shall make a written report of the
circumstances giving rise to the
suspension to the board or its subcommittee within (7) days of the
suspension being imposed.
(3) A member may be expelled or
suspended from the co-operative by
the Board if :
a) that the member has seriously
or repetitively failed to discharge
This is unworkable and not practical.
Upon discussion expulsion has been
re written to allow the Board to expel
a member. This is comparable to
other Registered Clubs and is
considered best practice.
This change has come from the
advice of the Club solicitor.
This Rule change is specific to this
Co-operatives (Club) requirement.
All other wording is similar to current
rule and reflects no other changes to
the current Rule.
Renumbering.
From Current Constitution
Suggested new wording
the member’s obligations to the
co-operative under these rules
or a contract entered into with
the co-operative under section
125 of the Law; or
or
iii.
conduct themselves in a manner
prejudicial or detrimental to the
interests of the co-operative.
b) At least seven (7) days written notice
stating the date, time and place of the
meeting shall be given to any member
whose act is to be considered by the
Board. The written notice shall also state
the nature of the act which, in the Board’s
opinion, has been committed by the
member.
c) At the meeting, the member shall be
afforded a full opportunity to be heard
and shall be entitled to call witnesses
and to cross-examine witnesses called
against the member. If the member fails
to attend at the time and place
mentioned, without reasonable excuse,
the act shall be considered and the
Board may decide on the evidence
before it, in spite of the member’s
absence, but having regard to any
representations made to it in writing by
the member charged. Once the act has
been considered, the Board may decide
to suspend the member who allegedly
committed the act.
d) No motion by the Board to suspend a
member shall be deemed to be passed
c) that the member has acted in a way
that has:
i.
prevented or hindered the cooperative in carrying out its
primary activity or one or more
of its primary activities; or
ii.
brought the co-operative into
disrepute; or
iii.
been contrary to one or more of
the co-operative principles as
described in section 10 of the
Law and has caused the cooperative harm.
iv.
Is intoxicated ,violent,
quarrelsome or disorderly or
v.
Whose presence on the
premises of the Co Operative
renders the co-operative or the
CEO of the co-operative liable
to a penalty under any NSW
Government Legislation
(4) At least 7 days written notice stating
the date, time and place of the meeting
of the Board shall be given to any
Effect of changes
From Current Constitution
unless at least a two-thirds (2/3) majority
of the members of the Board present
vote in favour of such a motion.
e) Any decision of the Board at such
meeting shall be final. The decision will
take effect immediately if the member is
present at the meeting. If the meeting is
held in spite of the member’s absence,
the decision will take effect three (3) days
after posting written notification to the
member’s registered address. The
Board shall not be required to assign any
reason for its decision.
Suggested new wording
member whose actions are to be
considered by the Board. The written
notice shall also state the nature of the
act which, in the opinion of the Board
has been committed by the member.
a) at the meeting, the member must
be afforded a full opportunity to be
heard and is entitled to call
witnesses and question witnesses
called against the member;
b) if the member fails to attend at the
time and place mentioned, without
reasonable excuse, the member’s
alleged conduct must be
considered and the Board may
decide on the evidence before it,
despite the absence of the
member;
c) once the alleged conduct is
considered, the Board may decide
to expel or suspend the member
concerned;
d) the Board must not make a
decision on the alleged conduct or
on expulsion or suspension except
by vote by secret ballot.
e) the decision is not taken to be
passed unless the majority of the
Board, vote in favour of the
decision with the Chairman to have
Effect of changes
From Current Constitution
Suggested new wording
the casting vote in the event of a
deadlock.
(5) An expelled member must not be readmitted as a member unless the readmission is approved by the Board.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 29:
See new Rule 9, this now covers
Expelling or Suspending members
After seeking advice from the Clubs
Solicitor it was decided to adopt best
practice as generally used within
registered clubs.
EXPULSION OF MEMBERS
a) A member may be expelled from the cooperative by special resolution to the effect:
i.that the member has failed to discharge
the member's obligations to the cooperative, whether prescribed by
these rules or arising out of any
contract; or
ii.that the member has been guilty of
conduct detrimental to the cooperative.
b) In either case written notice of the proposed
resolution shall be forwarded to the member
not less than 14 days before the date of the
meeting at which the special resolution is to
be moved, and the member shall be given a
reasonable opportunity of being heard at the
meeting.
c) Expulsion of a member shall not be
effective, until the special resolution
expelling the member is registered.
As the Board has the power to
accept and endorse membership,
based on the new rule it would have
the power to expel members.
This rule change would be specific to
this co-operatives (Club)
requirements and reduce the costly
expense of a Special meeting of 6000
members.
From Current Constitution
Suggested new wording
Effect of changes
Rule 30:
8
Cessation of membership (CNL
s117)
Adopted model rules –
CEASING MEMBERSHIP
A person shall cease to be a member in any of
the following circumstances:
A person ceases to be a member in any of
the following circumstances:
i.
if the member's membership is cancelled
(a) if the membership ceases in any
under Rule 17;
circumstances specified in section 117
of the Law;
ii.
if the member is expelled in accordance
with Rule 29;
(b) if the member no longer qualifies for
membership under rule 5.
iii.
on death of the member;
iv.
if the contract of membership is
rescinded
on
the
ground
of
misrepresentation or mistake;
(c) if membership is cancelled under rule
6.
if the member resigns.
Parts of the current rule have been
separated into new Rule 10.
New Rule 11, to be included in new
constitution, gives clear guidance on
any issues of Monetary
consequences of expulsion or
resignation of a member from the cooperative.
Rule 11 is from the Model Rules and
Resignation of members (CNL s117) is written for adoption with no
change in meaning to the Model rule.
A member may resign from a co-operative
10
v.
no change in effect
Renumbering.
11
Monetary consequences of
expulsion or resignation (CNL s128)
(1) If a member is expelled or resigns
from the co-operative, all amounts
owing by the former member to the cooperative become immediately payable
in full.
(2) Subject to section 128 of the Law,
payment to the expelled or resigning
member of any amount owing by the
co-operative to the former member:
From Current Constitution
Suggested new wording
(a) must be made at the time decided
by the board but within one year
from the date of expulsion or
resignation; or
(b) may be applied at the time decided
by the board, but within one year
from the date of expulsion or
resignation, in the manner set out
in section 128 of the Law, if there is
agreement by the board and former
member or if the board considers
that repayment would adversely
affect the financial position of the
co-operative.
Effect of changes
From Current Constitution
Rule 31:
Suggested new wording
ANNUAL GENERAL MEETINGS 16
a) A general meeting of the co-operative to be
known as the “annual general meeting”
shall, as provided in Section 198 of the Act,
be held each year on a date and a time
determined by the Board as long as it is
within five (5) months after the close of the
financial year of the co-operative, or within
such further time as may be allowed by the
Registrar.
Effect of changes
Annual general meeting (CNL s252)
Adopted model rule –
An annual general meeting must be
held each year, at a place and on a
date and a time decided by the board,
within 5 months after the close of the
financial year of the co-operative or
within the further time allowed by the
Registrar.
Simplified wording as suggested in
the new model rules.
No change in effect
b) All general meetings of the co-operative
other than the annual general meeting shall
be special general meetings.
c) If an annual general meeting is not held in
accordance with paragraph (a) of this rule,
the members may, in accordance with
Section 202 of the Act and Rule 33,
requisition such a meeting.
Rule 32:
CONVENING SPECIAL
GENERAL MEETINGS
The Board may, whenever it thinks fit, convene
a special general meeting of the co-operative.
See rule 17
Deleted and combined with rule 17
From Current Constitution
Suggested new wording
Effect of changes
Rule 33:
17
Members’ power to requisition a
general meeting (CNL s257)
Adopted model rule and brought into
line with member’s ability to convene
a Special General Meeting.
REQUISITION OF GENERAL
MEETINGS
a) The Board must convene a general meeting
of the co-operative on the requisition in
writing by active members who together are
able to cast at least 5% of the total number
of votes to be cast at a meeting of the cooperative.
b) The requisition must:
i.
state the objects of the meeting; and
ii.
be signed by the requisitioning members
and may consist of several documents in
like form each signed by one or more of
the requisitioning members; and
iii.
be served on the co-operative by being
lodged at the registered office of the cooperative.
Rule 34: REQUISITIONED MEETING MUST
BE CONVENED AS
SOON AS
PRACTICAL
a) A meeting requisitioned by members in
accordance with Rule 33 must be convened
and held as soon as practicable and, in any
case, must be held within 2 months after the
requisition is served.
(1) The board may, whenever it considers
appropriate, call a special general
Past practice has been inconsistent
meeting of the co-operative.
between SGM and AGM
(2) The board must call a general meeting Clearly outlines any requirement and
of the co-operative on the requisition in sections of the Law in relation to this
writing by members who together are rule.
able to cast at least 5% of the total
number of votes able to be cast at a
meeting of the co-operative.
(3) The provisions of section 257 of the
Law apply to a meeting requisitioned
by members.
(4) The board is not required to call a
general meeting of members to
consider matters that are not matters
for decision by the members in general
meeting.
See rule 17
As declared in Rule 17 as adopted
from the Model rules and inclusion of
Section 257 of the Law.
From Current Constitution
b) Where the Board does not convene a
meeting twenty one (21) days after the
requisition is served, the following
provisions apply :
i.
the requisitioning members (or any of
them representing at least half their
aggregate voting rights) may convene
the meeting in the same manner as
nearly as possible as meetings are
convened by the Board;
ii.
for that purpose they may request the cooperative to supply a written statement
setting out the names and addresses of
the persons entitled when the requisition
was served to receive notice of general
meetings of the co-operative;
iii.
the Board must send the requested
statement to the requisitioning members
within 7 days after the request for the
statement is made.
iv.
the
meeting
convened
by
the
requisitioning members must be held not
later than 3 months after the requisition
is served;
v.
any reasonable expenses incurred by
the requisitioning members because of
the Board's failure to convene the
meeting must be paid by the co-
Suggested new wording
Effect of changes
From Current Constitution
operative;
vi.
any such amount required to be paid by
the co-operative is to be retained by the
co-operative out of any money due from
the co-operative by way of fees or other
remuneration in respect of their services
to such of the directors as were in
default.
Suggested new wording
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 35:
18
Notice of general meetings (CNL
ss239, 254 & 611)
Adoption of model rule –
NOTICE OF GENERAL
MEETINGS
a) Subject to Rules 31 and 36, at least 21 days
notice (not including the day on which the
notice is served or deemed to be served, but
including the day for which notice is given)
shall be given of any general meeting in the
manner stipulated in Rule 79.
b) Notice must be given to those persons who
are, under these rules entitled to receive
such notices from the co-operative, but the
non-receipt of the notice by any member
shall not invalidate the proceedings at such
general meeting. The notice must specify
the place, the day and the hour of the
meeting and, in the case of special
business, the general nature of that
business.
c) Any member who has a resolution to submit
to a general meeting must give written
notice of the terms of the resolution to the
co-operative not less than 28 days prior to
the date of the meeting.
d) The Board shall have inserted in any notice
convening a general meeting any business
that a member has notified of intention to
move and for which notification has been
given in accordance with this rule.
e) Notice of every general meeting shall be
(1) At least 14 days’ notice of a general
meeting (not including the day on
which the notice is served or taken to
be served, but including the day for
which notice is given) must be given
unless there is to be a special
resolution proposed at the meeting
when at least 21 days’ notice of the
special resolution.
(2) Notice must be given to each member
of the co-operative and any other
persons who are, under these rules or
the Law, entitled to receive notices
from the co-operative.
(3) The notice must state the place, day
and hour of the meeting and include
ordinary business as specified in rule
19 and, for special business, the
general nature of any special business.
(4) The notice must also include any
business members have notified their
intention to move at the meeting under
subrule (6) provided the members’
notification has been made under
these rules and within time.
(5) The notice must be served in the
manner provided in the Law or rule 48.
Update notice requirements to give
clear guidance in this matter.
Renumbering.
From Current Constitution
given in the same manner as authorised in
Rule 79 to:
i.
every member of the co-operative,
except those members who have not
supplied to the co-operative an address
or facsimile number for the giving of
notices to them; and
ii.
the auditor or auditors of the cooperative.
f) Except as provided in this rule, no other
persons shall be entitled to receive notices
of general meetings.
Suggested new wording
(6) Members who together are able to cast
at least 5% of the total number of votes
that are able to be cast at a meeting of
the co-operative and who have a
resolution to submit to a general
meeting must give written notice of it to
the co-operative at least 45 days
before the day of the meeting.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 36:
See Rule 27
Adopted Model Rules – no effect in
change to current constitution.
NOTICE OF SPECIAL
RESOLUTIONS
Notice of a special resolution shall be given to
those persons, entitled to receive notice under
Rule 35, at least 21 days before the general
meeting. The notice shall specify:
i.
the intention to propose the resolution as
a special resolution at that meeting;
ii.
the reason for the making of the special
resolution; and
iii.
the effect of the special resolution if
passed.
Absorbed into new Rule for
simplification. See new Rule 27
From Current Constitution
Suggested new wording
Effect of changes
Rule 37: BUSINESS OF GENERAL
MEETINGS
19
Adopted model rules –
a)
The ordinary business of the annual
general meeting shall be :
i.to
confirm minutes of the last preceding
general meeting (whether annual or
special); and
ii.for
iii.to
iv.to
the Board, auditors, or any officers
of the co-operative to present reports
upon the transactions of the cooperative during the financial year,
including balance sheet, trading
account, profit and loss account,
statement of source and application
of funds, and the state of affairs at
the end of that year; and
elect or declare the results of an
election
and
determine
the
remuneration of directors; and
elect (if necessary) an auditor, or to
determine
the
auditor’s
remuneration, or both; and.
v.to
elect the Returning Officer and two
Deputy Returning Officers;
vi.to
allow members a reasonable
opportunity to ask questions about
or comment on the management of
the co-operative and to ask the
Business of general meetings
(1) The ordinary business of the annual
general meeting must be:
(a) to confirm minutes of the last
preceding general meeting
(whether annual or special); and
(b) to receive from the board, auditors
or officers of the co-operative:
i.
Requirements specific to this Cooperative (Club) have been included.
Clarification that amendments to
resolution that have been notified
prior to general meetings are not
permitted and the resolution as
notified must be dealt with. A new
resolution can be put forward in
accordance with the rules.
the financial reports of the cooperative for the financial year;
Added section 5 as an amendment to
a resolution is a new resolution
ii. a report on the state of affairs of which requires notification within
the co-operative; and
time limits.
(c) to approve any payments of fees to Renumbering.
directors.
(d) to elect or declare the results of an
election for directors.
(e) to elect the Returning Officer and
two Deputy Returning Officers;
(2) At an Annual General Meeting.
members will be allowed a reasonable
opportunity to ask questions about or
comment on the management of the
co-operative and to ask the auditor or
their representative, if present,
questions relevant to the conduct of
From Current Constitution
auditor or their representative, if
present, questions relevant to the
conduct of the audit and the
preparation and content of the
auditor’s report.
b)
The annual general meeting may also
transact special business of which
notice has been given to members in
accordance with these rules.
c) All business of a general meeting,
other than business of the annual
general meeting that is by this
rule termed ordinary business,
should
be
deemed
special
business.
Suggested new wording
the audit and the preparation and
content of the auditor’s report
(3) The annual general meeting may also
transact special business of which
notice has been given to members
under these rules.
(4) All business of a general meeting,
other than business of the annual
general meeting that is ordinary
business, is special business.
(5) Any resolution put before a general
meeting in accordance with these rules
is unable to be amended at that
meeting except for minor grammatical
or punctuation errors which do not
effect the meaning and effect of that
resolution.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 38:
20
Adopted model rule of the CNL – no
change to effect from current
constitution.
QUORUM AT GENERAL
MEETINGS
a) No item of business shall be transacted at
any general meeting unless a quorum of
members is present at the time when the
meeting is considering that item.
b) Except where these rules state otherwise,
30 active members, present in person and
entitled to vote, constitute a quorum.
c) If within half an hour after the appointed time
for the meeting a quorum is not present, the
meeting, if convened upon the requisition of
members, shall be dissolved. In any other
case it shall be adjourned to the same day
in the next week at the same time and place.
If at the adjourned meeting a quorum is not
present within half an hour after the time
appointed for the meeting the members
present shall constitute a quorum.
Quorum at general meetings
(1) An item of business cannot be
transacted at a general meeting unless
a quorum of members is present when
the meeting is considering the item.
(2) Unless these rules state otherwise, 30
members present in person, each
being entitled to exercise a vote,
constitute a quorum.
(3) If a quorum is not present within half
an hour after the appointed time for a
meeting, the meeting, if called on the
requisition of members, must be
dissolved. In any other case it must be
adjourned to the same day, time and
place in the next week.
(4) If a quorum is not present within half
an hour after the time appointed for an
adjourned meeting, the members
present constitute a quorum.
From Current Constitution
Suggested new wording
Effect of changes
Rule 39:
See rule 38 and Rule 21.
Combined with rule 40 of current
constitution.
President and Vice President
renamed Chair and Deputy Chair to
avoid confusion with sub club
Presidents and Vice Presidents. The
Chair of the board needs easily to be
recognised as such.
PRESIDENT
a) The President shall take the chair at all
meetings, whether of the members or of the
board. In his/her absence, or refusal to act,
the members of the board may elect a
chairperson for the meeting. In addition
his/her deliberative vote, the chairperson
shall have a casting vote in cases of equality
of votes.
b) At any meeting, the interpretation of the
rules of debate or procedure shall be
determined by the chairperson. To be
effective, a motion of dissent from the
chairperson’s ruling must be carried by a
two-thirds majority of the members present
and entitled to vote.
c) In the event of the office of President
becoming vacant during the year, the
position shall be filled by the Vice President.
The position of Vice President will then
become vacant and may be filled in
accordance with Rule 62.
No change in meaning to current
constitution.
From Current Constitution
Suggested new wording
Effect of changes
Rule 40:
21
Rule number change and merge with
other rules to simplify –
CHAIRPERSON AT GENERAL
MEETINGS
d) The chairperson, if any, of the Board shall
preside as chairperson at every general
meeting of the co-operative.
e) If there is no such chairperson, or if at any
meeting the chairperson is either not
present within 15 minutes after the time
appointed for holding the meeting or is
unwilling to act as chairperson, then the
members present shall choose someone
from their number to be chairperson until
such time as the chairperson attends or is
willing to act.
f) The chairperson may, with the consent of
any meeting at which a quorum is present
(and shall if so directed by the meeting)
adjourn the meeting from time to time and
from place to place. The only business that
can be transacted at any adjourned meeting
is the business left unfinished at the meeting
from which the adjournment took place.
Where a meeting is adjourned for 14 days or
more notice of the adjourned meeting shall
be given just as in the case of the original
meeting. Apart from this requirement it shall
not be necessary to give notice of an
adjournment or of the business to be
transacted at an adjourned meeting.
Chairperson at general meetings
(1) The chairperson, if any, of the board
may preside as chairperson at every
no change in effect of meaning of the
general meeting of the co-operative.
rule in current constitution.
(2) If there is no chairperson, or if at a
meeting the chairperson is either not
present within 5 minutes after the time
appointed for holding the meeting or is
unwilling to act as chairperson, the
members present must choose
someone from their number to be
chairperson (until the chairperson
attends and is willing to act).
(3) The chairperson may, with the
consent of a meeting at which a
quorum is present (and must if directed
by the meeting) adjourn the meeting
from time to time and from place to
place. However, the only business that
can be transacted at an adjourned
meeting is the business left unfinished
at the meeting from which the
adjournment took place. When a
meeting is adjourned for 14 days or
more, notice of the adjourned meeting
must be given just as for the original
meeting. Apart from this it is not
necessary to give notice of an
adjournment or the business to be
transacted at an adjourned meeting.
(4) The Chairperson of the board shall
take the chair at all meetings, whether
of the members or of the board. In
From Current Constitution
Suggested new wording
his/her absence, or refusal to act, the
members present and entitled to vote
may elect a chairperson for the
meeting. In addition his/her
deliberative vote, the chairperson shall
have a casting vote in cases of
equality of votes.
(5) At any meeting, the interpretation of
the rules of debate or procedure shall
be determined by the chairperson. To
be effective, a motion of dissent from
the chairperson’s ruling must be
carried by a two-thirds majority of the
members present and entitled to vote.
(6) In the event of the office of board
Chairperson becoming vacant during
the year, the position shall be filled by
the Deputy Chairperson. The position
of Deputy Chairperson will then
become vacant and may be filled in
accordance with Rule 34.
Effect of changes
From Current Constitution
Rule 41:
STANDING ORDERS AT
GENERAL MEETINGS
a) The following standing orders shall be
observed at the co-operative's meetings,
subject to any suspension of, or amendment
of, or addition to, these orders adopted for
the purposes of that meeting by the
members present at a meeting:
i.
the mover of a motion shall not speak for
more than 10 minutes. Subsequent
speakers shall be allowed 5 minutes,
and the mover of the proposition 5
minutes to reply. The meeting may
however by simple majority extend in a
particular instance the time permitted by
this rule;
ii.
whenever an amendment to an original
motion is proposed, no second
amendment shall be considered until the
first amendment is disposed of;
iii.
if an amendment is carried, the motion
as so amended shall displace the
original motion and may itself be
amended;
iv.
if an amendment is defeated, then a
further amendment may be moved to the
original motion. However, only one
amendment shall be submitted to the
meeting for discussion at one time;
Suggested new wording
Effect of changes
Deleted – rules of debate not needed
because ability to move an
amendment at a meeting has been
removed under new rule 19.
This is based on advice from the
Club solicitor and on best practice
guidelines.
Resolutions should not be raised
from the floor as notice of resolution
s are required as per the rules.
Amendments to resolutions are not
allowed without the prior notice
period, unless the amendment is for
minor spelling or grammatical
purposes.
From Current Constitution
v.
the mover of every original motion, but
not of an amendment, shall have the
right to reply. Immediately after this the
question shall be put from the chair. No
other member shall speak more than
once on the same question, unless
permission is given for an explanation, or
where the attention of the chairperson is
called to a point of order;
vi.
any discussion on a motion or
amendment may be closed by a
resolution “that the question be now put”
being moved seconded, and carried.
Such resolution shall be put to the
meeting without debate.
Suggested new wording
Effect of changes
22
Attendance and voting at general
meetings (CNL ss228 & 256)
Adoption of model rules – no proxies
allowed as per RCA.
b) Motions and amendments shall be
submitted in writing, if requested by the
chairperson.
c) Any member, or visitor invited to attend the
meeting by the Board, may speak on any
issue at a meeting with the permission of the
chairman provided that the permission may
be conditional.
d) Standing orders may be suspended for any
period by ordinary resolution.
Rule 42: ATTENDANCE AND VOTING AT
GENERAL MEETINGS
From Current Constitution
a) At any meeting of the co-operative a
member, whose membership is required to
be forfeited under Rule 17, is not entitled to
attend.
Suggested new wording
A)
(1)
b) A member of the co-operative is not entitled
to vote at a meeting of the co-operative:
(2)
i.
ii.
if the person is not an active member of
the co-operative;
(3)
the person is excluded from voting under
the Act or these rules.
c) At any general meeting a resolution put to
the vote of the meeting shall (as provided in
Section 201 of the Act) be decided on a
show of hands. This is unless a poll is
(before or on the declaration of the result of
the show of hands) demanded by at least 5
members.
If no poll is demanded, a
declaration by the chairperson that a
resolution has, on a show of hands, been
carried or carried unanimously, or by a
particular majority, or lost, and an entry to
that effect in the book of the proceedings of
the co-operative shall be evidence of the
fact. No proof is needed of the number or
proportion of the votes recorded in favour of,
or against, that resolution.
d) If a poll is demanded, in accordance with
Rule 42(c), it shall be taken in a manner that
the chairperson directs. Unless the meeting
(4)
(5)
(6)
(7)
Voting Rights
Effect of changes
No changes to the meaning of the
current rule, except for the removal
Subject to Rule 5, an active member of of proxy voting. There is no proxy
the co-operative shall have one vote
voting allowed under the Registered
only in respect of any question or
Clubs Act and as advised by the best
motion arising at a general meeting of practice guidelines of Clubs NSW.
the co-operative.
A person must not directly or indirectly Some parts of the Current rule has
control the right to vote of a member.
been broken into new Rules eg new
If a person controls the exercise of the Rules 23, 24, 25 and 26.
right to vote of a member at a meeting
of the co-operative:
a)
the vote of that member; and
b)
the vote of that person, if that
person is a member,
are invalid.
Temporary, Provisional and Honorary
members shall not be entitled to vote.
Junior Bowling members shall not be
entitled to vote
Employees who are also members are
not entitled to vote.
There shall be no voting by proxy.
B) Voting
(1) The right to vote attaches to
membership.
(2) A resolution, other than a special
resolution, must be decided by simple
majority.
(3) Subject to subrules (4) and (5), a
From Current Constitution
is adjourned the result of the poll shall be
deemed to be the resolution of the meeting
at which the poll was demanded.
A poll demanded on the election of a
chairperson, or on a question of
adjournment, shall be taken immediately.
A poll demanded in accordance with Rule
42(c) may be withdrawn.
e) On a show of hands, or on a poll, every
member who is present at a meeting in
person or represented by power of attorney,
shall have one vote. However, no member
shall have a vote, or be entitled to vote,
contrary to the Act.
f) In the case of an equality of votes, whether
on a show of hands or on a poll, the
chairperson of the meeting at which the
show of hands takes place, or at which the
poll is demanded, shall be entitled to a
second or casting vote.
g) All resolutions, except special resolutions,
shall be determined by a simple majority.
Suggested new wording
question for decision at any general
meeting must be decided on a show of
hands of members present at the
meeting.
(4) A poll may be demanded on any
question for decision.
(5) If before a vote is taken or before or
immediately after the declaration of the
result on a show of hands:
(a) the chairperson directs that the
question is to be determined by a
poll; or
(b) at least 5 members present in
person demand a poll,
the question for decision must be
determined by a poll.
(6) The poll must be taken when and in
the manner that the chairperson
directs.
(7) A poll on the election of a chairperson
or on the question of adjournment
must be taken immediately and without
debate.
(8) Once the votes on a show of hands or
on a poll have been counted then,
subject to subrule (5), a declaration by
Effect of changes
From Current Constitution
Suggested new wording
the chairperson that a resolution has
been carried (unanimously or by a
particular majority) or lost is evidence
of that fact.
(9) The result of the vote must be entered
in the minute book.
23
Voting on a show of hands (CNL
ss234 & 256)
On a show of hands at a general
meeting, each member:
(a) present; or
(b) represented by a nonmember acting under a power of
attorney; or
(c) represented by a nonmember appointed under the
provisions of the Law;
may exercise only one vote.
24
Voting on a poll
On a poll called at a general meeting,
each member:
(a)
present; or
(b)
represented by a person
Effect of changes
From Current Constitution
Suggested new wording
acting under a power of
attorney; or
(c)
represented by a person
appointed under the provisions
of the Law;
has one vote.
25
Determining the outcome where
equality of votes (s228)
(1) This rule applies where the
votes in favour and against a
resolution are equal.
(2) If the chairperson of the meeting
is a member of the co-operative, he or
she may exercise a second or casting
vote.
(3) If the chairperson decides not to
exercise a second or casting vote, the
outcome of an equality of votes is
taken to have been decided in the
negative.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 43:
Deleted
Deleted upon advice from the Club
Solicitor and considered best
practice.
POSTAL BALLOT
The co-operative may hold a postal ballot to
determine any issue or proposal by the
members in the manner prescribed in Schedule
2 of the Co-operatives Regulation 1997.
Based on requirements specific to
this co-operative (club).
CNL requirements covered in Rule
27.
From Current Constitution
Suggested new wording
Effect of changes
Rule 44:
27
Special resolutions (CNL ss238–
241)
Adoption of model rules of the CNL.
SPECIAL RESOLUTION
a) A special resolution means a resolution of
which notice has been given of the intention
to propose the resolution as a special
resolution and which is passed either by
two-thirds of the members who vote at a
general meeting in person or in a postal
ballot; or by three quarters of the members
who cast votes in a special postal ballot of
members.
b) A special postal ballot for the purposes of
passing a special resolution must be
conducted in relation to the following
matters:
i.
ii.
a conversion of a trading co-operative to
a non-trading co-operative and vice
versa;
an acquisition or disposal of assets
referred to in Section 285 of the Act;
iv.
takeover;
vi.
vii.
(c) by a three-quarters majority in a
special postal ballot of members.
2) A notice of special resolution is
required to be given to members at
least 21 days before the vote or ballot
time (or 28 days notice in the case of a
special postal ballot).
transfer of incorporation;
iii.
v.
No change in meaning from the
1) A special resolution is a resolution that current rule.
is passed:
Clear and simple wording of the
(a) by a two-thirds majority at a general requirements under this rule.
meeting; or
Wording approved by the Club
(b) by a two-thirds majority in a postal solicitor.
ballot (other than a special postal
ballot) of members; or
merger;
3) The notice of special resolution must
state:
(a) the intention to propose the special
resolution; and
(b) the reasons for proposing the
special resolution; and
transfer of engagements;
members’ voluntary winding up.
(c) the effect should the special
resolution be passed.
From Current Constitution
c) A special resolution has effect from the date
it is passed except in the following
circumstances:
i.
ii.
the removal of an auditor;
the expulsion of a member;
iii.
the alteration of a rule;
iv.
any matter for which a special resolution
is required to be passed by special
postal ballot (other than a special postal
ballot in favour of a voluntary winding up
in which case it has effect from the time
it is registered by the Registrar).
Suggested new wording
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 45:
28
Includes rule 11 (d) of current
constitution at 28(4)
BOARD OF DIRECTORS
Board (CNL s172)
a) Until the AGM in 2015 there shall be a board
of eight (8) directors consisting of a
President, Vice President, Games Secretary
and five (5) ordinary Directors. However, if
an honorary secretary is elected, the
number of ordinary Directors shall be
reduced to four.
b) Following the AGM in 2015 there shall be a
board of (8) directors consisting of a
President, Vice President and (6) ordinary
Directors.
(1) The business of the co-operative is to
be managed by or under the direction
of the board of directors, and for that
purpose the board has and may
exercise all the powers of the cooperative that are not required to be
exercised by the co-operative in
general meeting.
c) The business of the co-operative is to be
managed by the board of directors, and for
that purpose the Board may exercise all the
powers of the co-operative that are not, by
the Act or these rules, required to be
exercised by the co-operative in general
meeting.
(3) The acts of a director are valid despite
any defect that may afterwards be
discovered in the appointment or
qualification of the director.
d) The acts of a director are valid despite any
defect that may afterwards be discovered in
the appointment or qualification of the
director.
(2) The board must have a maximum of 8
directors.
(4) The board may appoint patron[s]
annually who need not necessarily be
a member of the co-operative.
no change in director numbers
no change in meaning, cleaning up
of past rules to simplify.
From Current Constitution
Rule 46:
(1)
(2)
QUALIFICATIONS
DIRECTORS
Suggested new wording
OF 29
Qualifications of directors (CNL
s174)
A person shall not be elected as director
of the co-operative unless the person is an
active member of the co-operative and is
eligible under Rule 18 and/or Rule 24.
The offices of President and Vice
President and at least three (3) ordinary
Directors shall be filled by bowling
members.
(1) A person is not qualified to be a
director of the co-operative unless the
person is an individual is:
a) over the age of 18 years; and
b) an active member of the cooperative.
(2) The offices of Chairperson and Vice
Chairperson and at least three (3)
other directors shall be filled by
bowling members.
(3) A person who becomes a board
member must, within 12 months of
becoming a member, complete the
required training as set out in the
Registered Clubs Regulation 2015 Part
6.
Effect of changes
Adopt model rule with addition of
training requirement ex RCA (clause
26)
New rule reflective of change in title
of President and Vice President to
Chairperson and Deputy
Chairperson.
Also reflective of the legislative changes
to training requirements as part of the
RCA.
From Current Constitution
Rule 47:
Suggested new wording
RETIREMENT AND ELECTION 31
Election of directors (CNL ss173 &
OF DIRECTORS
179)
1) At the Annual General Meeting (“AGM”) in
the year 2012:
a) The President is to be elected for a
tenure of two years,
b) The Vice President is to be elected for a
tenure of one year,
c) The Games Secretary is to be elected
for a tenure of one year,
d) Subject to Rule 47(1)(e), (f) and (g) five
ordinary Directors are to be elected,
e) The term of office for the three ordinary
Directors that receive the most votes at
this election, ends at the end of the
AGM for the year 2014.
f) The term of office for the remaining
Directors ends at the end of the AGM
for the 2013 year. Such ordinary
Directors are eligible for re-election at
the AGM for the year 2013.
g) In the event that there are only five
nominations for the position of ordinary
Director at the AGM for the year ended
2012, then lots shall be drawn from a
hat and the first three nominees names
drawn from the hat shall be deemed to
be the ordinary Directors elected with
the most number of votes at the AGM
for the year 2012.
2) At every Annual General Meeting in an
Effect of changes
Combines current rules 48, 49 & 50.
1. At every Annual General Meeting in an No change in effect of meaning.
odd numbered year:
Note change of President and Vice
a) The Deputy Chairperson is to be
President to Chairperson and Deputy
elected for a tenure of two years,
Chairperson.
b) Three ordinary Directors are to be
elected to a tenure of two years.
2. At every Annual General Meeting in an
even numbered year:
a) The Chairperson is to be elected
for a tenure of two years, and
b) Three ordinary Directors are to be
elected for a tenure of two years.
3. The members of the board are to be
elected in the manner specified in this
rule.
4. At an annual general meeting at which
a director retires, the vacated office
may be filled in the following manner:
(a) At least 6 weeks before an annual
general meeting, the board must:
(i) notify all members of the
number of directors retiring at the
From Current Constitution
odd year after 2014:
a) The Vice President is to be elected for a
tenure of two years,
b) Three ordinary Directors are to be
elected to a tenure of two years.
3) At every Annual General Meeting in an
even year after the year 2012:
a) The President is to be elected for a
tenure of two years, and
b) Three ordinary Directors are to be
elected for a tenure of two years.
Suggested new wording
annual general meeting; and
(ii) advise the members of:
(A) their eligibility to
nominate as a director; and
(B) the duties and
responsibilities of a director; and
(C) the anticipated
remuneration (if any); and
(D) the nomination and
election procedures.
(b) A notice must also be displayed at
the place of business of the cooperative inviting nominations of
nominees to serve as directors.
(c) A nomination must:
(i) be signed by 2 or more
members; and
(ii) provide details of the
qualifications and experience of
the person nominated; and
(iii) be accompanied by a notice
in writing signed by the nominee
consenting to their nomination.
Effect of changes
From Current Constitution
Suggested new wording
(d) The nomination and the notice of
consent must be lodged with the
secretary of the co-operative at
least 30 days before the annual
general meeting.
(e) The secretary, or an officer
nominated by the board, must give
details of each person who has
been nominated to members with
the notice of the annual general
meeting. Details to be provided to
members must include:
i.
the nominee’s name; and
ii. the nominee’s qualifications
and experience; and
iii. the nominee’s length of any
previous service as a
director of the co-operative
or with any other cooperative.
(f) If the number of nominees equals
the number of vacancies, the
nominees must be declared elected
at the annual general meeting.
(g) If the number of nominees exceeds
the number of vacancies, the
election of directors must be
conducted at the meeting by ballot
Effect of changes
From Current Constitution
Suggested new wording
as follows:
i.
On the closing of
nominations, and where
there are more candidates
than that required to fill the
various positions, ballot
papers shall be prepared by
the Returning Officer in time
for the opening of the ballot,
which shall be a day fixed by
the Board but not later than
nine (9) days prior to the
annual general meeting.
ii. From the opening of the
ballot to the day it closes,
the Returning Officer or
Deputy Returning Officer
shall be in attendance for the
purpose of conducting the
ballot on at least five (5)
days during that period. The
hours of voting will be at
least three (3) hours on each
of those days at a time
nominated by the Returning
Officer and agreed by the
CEO.
iii. Any member desirous of
voting shall attend at the
clubhouse, produce
Effect of changes
From Current Constitution
Suggested new wording
evidence that he or she is
financial and, after signing
his/her name in the book
provided for the purpose
(such book to be retained in
the care and custody of the
Returning Officer), shall be
handed a ballot paper
initialled by the Returning
Office or Deputy Returning
Officer.
iv. Where more than one
candidate is to be elected
voters must indicate
preferences for all
nominated candidates on the
ballot paper.
v. The method of counting the
ballot for all positions shall
be as follows;
A) Where one or more
candidate is to be elected, all
preferences indicated up to
and including the number to
be elected, shall be regarded
as of equal value and the
candidates polling the highest
number of votes shall be
elected up to the number of
positions to be filled.
Effect of changes
From Current Constitution
Suggested new wording
B) Where
a
candidate,
having been nominated for
more than one office, is
elected to a higher office, then
the candidate’s nominations
for any other office are
considered to be cancelled
and any votes for that
candidate will be invalid. In
such cases each candidate
who has a preference number
higher than the invalid one will
have their preference number
improved by one place. E.g. If
a ballot is for 5 vacancies and
the vote for the candidate who
has the number 3 preference
on a particular ballot paper is
invalid then the votes to be
counted on that ballot would
be 1, 2, 4, 5, 6.
vi. In the event of a member
being unable, due to illness,
absence from the district or
other good and sufficient
reason acceptable to the
Returning Officer, to attend
the clubhouse to vote,
he/she may apply in writing
to the Returning Officer for
the issue to him/her of a
ballot paper and may return
such ballot paper, duly
Effect of changes
From Current Constitution
Suggested new wording
marked and enclosed in a
sealed envelope marked
“Ballot Paper”, by post or
otherwise to the Returning
Officer before the close of
the ballot. Any such ballot
paper shall be placed
forthwith by the Returning
Officer in the ballot box and
be recorded in the book
mentioned in (iv) above.
vii. A sealed ballot box shall be
provided and shall remain in
the care and custody of the
Returning Officer, who alone
shall have a key to the box,
until the completion of the
ballot.
viii. The Returning Officer shall
determine the formality or
otherwise of the ballot
papers.
ix. A person shall not hold more
than one board position in
the co-operative at any one
time, not including office on
any sub-committee.
x. The ballot papers shall list
the board positions in the
following order.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
A. Chairperson
B. Deputy Chairperson
(one only);
C. Ordinary Directors;
xi. The ballot shall close at 6pm
on the Friday preceding the
annual general meeting and
it shall be declared by the
Returning Officer, or, in the
Returning Officer’s absence,
a Deputy Returning Officer,
at the annual general
meeting.
Rule 48:
See rule 33 & 34
Combining and simplification of the
rules as on advice from the Club
solicitor.
See rule 34
As considered best practice and on
advice from the Clubs solicitor. This
also brings into account advice from
Clubs NSW and changes to the RCA
to allow appointed Directors to a
position until the next annual general
meeting.
See rule 31
Renumbering of Rule – no change in
meaning.
At an annual general meeting at which a
director retires or a casual vacancy occurs the
vacated office may be filled by electing a person
to it.
Rule 49:
Nominations for candidates to fill the vacant
positions shall be sought in such manner as the
Board determines.
Rule 50:
The election of Directors shall be conducted in
the following manner:
From Current Constitution
i.
On the closing of nominations, and
where there are more candidates than
that required to fill the various positions,
ballot papers shall be prepared by the
Returning Officer in time for the opening
of the ballot, which shall be a day fixed
by the Board but not later than nine (9)
days prior to the annual general meeting.
ii.
From the opening of the ballot to the day
it closes, the Returning Officer or Deputy
Returning Officer shall be in attendance
for the purpose of conducting the ballot
on at least five (5) days during that
period. The hours of voting will be at
least three (3) hours on each of those
days at a time nominated by the
Returning Officer and agreed by the
Secretary Manager.
iii.
Any member desirous of voting shall
attend at the clubhouse, produce
evidence that he or she is financial and,
after signing his/her name in the book
provided for the purpose (such book to
be retained in the care and custody of
the Returning Officer), shall be handed a
ballot paper initialled by the Returning
Office or Deputy Returning Officer.
iv.
Where more than one candidate is to be
elected voters must indicate preferences
for all nominated candidates on the ballot
Suggested new wording
Effect of changes
From Current Constitution
paper.
The method of counting the ballot for all
positions shall be as follows;
Where one or more candidate is to be
elected, all preferences indicated up to
and including the number to be elected,
shall be regarded as of equal value and
the candidates polling the highest
number of votes shall be elected up to
the number of positions to be filled.
Where a candidate, having been
nominated for more than one office, is
elected to a higher office, then the
candidate’s nominations for any other
office are considered to be cancelled and
any votes for that candidate will be
invalid. In such cases each candidate
who has a preference number higher
than the invalid one will have their
preference number improved by one
place. E.g. If a ballot is for 5 vacancies
and the vote for the candidate who has
the number 3 preference on a particular
ballot paper is invalid then the votes to
be counted on that ballot would be 1, 2,
4, 5, 6.
v.
In the event of a member being unable,
due to illness, absence from the district
or other good and sufficient reason
acceptable to the Returning Officer, to
Suggested new wording
Effect of changes
From Current Constitution
attend the clubhouse to vote, he/she
may apply in writing to the Returning
Officer for the issue to him/her of a ballot
paper and may return such ballot paper,
duly marked and
enclosed in a sealed envelope marked
“Ballot Paper”, by post or otherwise to
the Returning Officer before the close of
the ballot. Any such ballot paper shall be
placed forthwith by the Returning Officer
in the ballot box and be recorded in the
book mentioned in (iv) above.
vi.
A sealed ballot box shall be provided and
shall remain in the care and custody of
the Returning Officer, who alone shall
have a key to the box, until the
completion of the ballot.
vii.
The Returning Officer shall determine
the formality or otherwise of the ballot
papers.
viii.
A person shall not hold more than one
board position in the co-operative at any
one time, not including office on any subcommittee.
ix.
The ballot papers shall list the board
positions in the following order:
(A)
President;
(B)
Vice President (one only);
Suggested new wording
Effect of changes
From Current Constitution
(C)
Ordinary Directors;
x.
The ballot shall close at 6pm on the
Friday preceding the annual general
meeting and it shall be declared by the
Returning Officer, or, in the Returning
Officer’s absence, a Deputy Returning
Officer, at the annual general meeting.
xi.
Should there be an insufficient number of
nominations, the vacancy or vacancies
thus created shall be filled by verbal
nomination taken at the annual general
meeting and voting shall be by ballot of
the members present and entitled to
vote.
Suggested new wording
Effect of changes
From Current Constitution
Rule 51:
DIRECTORS’ REMUNERATION
a) The
directors
shall
receive
such
remuneration for their services as shall be
determined at a general meeting, and all
necessary expenses incurred by them in the
business of the co-operative shall be
refunded to them.
b) For the purposes of this rule “remuneration”
means any money, consideration or benefit
but does not include amounts in payment or
reimbursement of out-of-pocket expenses
incurred for the benefit of the co-operative or
any subsidiary of the co-operative.
Suggested new wording
Effect of changes
35
Remuneration of directors (CNL
s203)
Renumbering and updated wording
No change in effect
(a) Directors’ remuneration must comply
with the provisions of the Law.
(b) The directors shall receive such
remuneration for their services as shall
be determined at a general meeting,
and all necessary expenses incurred
by them in the business of the cooperative shall be refunded to them.
From Current Constitution
Rule 52:
Suggested new wording
REQUISITION AND NOTICE OF Combined with Rule 36. See below.
BOARD MEETING
a) A meeting of the board of directors may be
called by a director giving notice individually
to every other director.
b) Except in special circumstances determined
by the chairperson, at least 48 hours notice
shall be given to the directors of all meetings
of the Board.
c) Meetings of the Board (including those
conducted in accordance with Rule 54) must
be held at least once every month and may
be held as often as may be necessary for
properly conducting the business and
operations of the co-operative.
Effect of changes
No change in meaning –
renumbering and combining several
rules.
From Current Constitution
Rule 53:
PROCEEDINGS
BOARD
Suggested new wording
OF
THE 36
Proceedings of the board (CNL
ss175 & 176)
a) Questions arising at any meeting shall be
decided by a majority of votes.
b) In the case of an equality of votes, the
chairperson may have a casting vote.
c) If a director of the co-operative becomes in
any way, whether directly or indirectly,
interested in any contract or proposed
contract with the co-operative, the director
must declare the nature and extent of that
interest to the Board.
d) The declaration must be made at the
meeting of the Board at which the question
of entering into the contract is first
considered, or, if the director was not at that
time interested, at the next meeting of the
Board after the director becomes interested
in the proposed contract.
e) Within 48 hours of a declaration being made
and for a continuous period of 14 days, the
particulars of the declaration specifying the
name of the board member who made the
declaration and the nature of the interest
declared is to be exhibited in a conspicuous
position on the premises of the club.
f) A director shall not vote in respect of any
contract or proposed contract in which the
(a) Meetings of the board (including
meetings conducted outside board
meetings pursuant to section 176 of
the Law) are to be held as often as
may be necessary for properly
conducting the business of the cooperative and must be held at least
every 3 months.
(b) A meeting may be held with one or
more of the directors participating by
using a form of communication that
allows reasonably contemporaneous
and continuous communication
between the directors taking part in the
meeting.
(c) Questions arising at a meeting must be
decided by a majority of votes.
(d) If votes are equal, the chairperson
has a second or casting vote.
(e) Other than in special circumstances
decided by the chairperson, at least 48
hours notice must be given to the
directors of all meetings of the board,
without which the meeting cannot be
held.
(f) If a director of the co-operative
Effect of changes
Adoption of Model rules and
combining current rule 52, 53 and 54.
No change in effect
From Current Constitution
director is interested. If the director votes in
contravention of this rule, the director’s vote
shall not be counted.
g) The executive of the co-operative shall be
President, Vice President, Secretary
Manager who shall be ex-officio members of
any committees appointed under Rule 64,
with the exception of the selection
committee. Should any co-op business arise
requiring urgent attention, any member of
the executive shall have the power to take
any necessary action, but the Secretary
Manager shall submit a report thereon for
confirmation or otherwise at the next
meeting of the board.
Suggested new wording
becomes in any way, whether directly
or indirectly, interested in any contract
or proposed contract with the cooperative, the director must declare the
nature and extent of that interest to the
Board.
(g) The declaration must be made at the
meeting of the Board at which the
question of entering into the contract is
first considered, or, if the director was
not at that time interested, at the next
meeting of the Board after the director
becomes interested in the proposed
contract.
(h) The board of a co-operative may, if it
considers appropriate, transact any of
its business by the circulation of
papers among all of the directors of the
board.
i.
A resolution in writing approved in
writing by a majority of the directors
of the board is to be taken to be a
decision of the board. Separate
copies of a resolution may be
distributed for signing by the
directors if the wording of the
resolution and approval is identical
in each copy.
ii. For the purpose of the approval of
a resolution under this section, the
Effect of changes
From Current Constitution
Suggested new wording
chairperson of the board and each
director of the board have the same
voting rights as they have at an
ordinary meeting of the board.
iii. The resolution is approved when
the last director required for the
majority signs. A resolution
approved under this section must
be recorded in the minutes of the
meetings of the board within 28
days after the resolution is
approved under this section.
iv. Papers may be circulated among
directors of the board for the
purposes of this section by fax or
other transmission of the
information in the papers
concerned.
(i) The executive of the co-operative shall
be Chairperson, Deputy Chairperson
and CEO who shall be ex-officio
members of any committees convened
in accordance with these rules, with the
exception of the selection committee.
Should any co-op business arise
requiring urgent attention, any member
of the executive shall have the power to
take any necessary action, but the CEO
shall submit a report thereon for
confirmation or otherwise at the next
meeting of the board.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 54: TRANSACTION OF BUSINESS
OUTSIDE BOARD
MEETINGS
See rule 36 above
Combined with Rule 36, numbering
change – no changes in meaning to
the rule.
a) The Board may in accordance with Section
210 of the Act transact any of its business:
i.
by the circulation of papers among all the
members of the Board, and a resolution
in writing by a majority of those members
is to be taken to be a decision of the
Board;
ii.
at a meeting at which board members (or
some board members) participate by
telephone, closed-circuit television or
other means, but only if any board
member who communicates on a matter
before the meeting, can be understood
by the other members of the Board.
b) For the purposes of this rule the chairperson
of the Board and each member of the Board
have the same voting rights as they have at
an ordinary meeting of the Board.
c) A resolution approved under paragraph
54(a)(i) is to be recorded in the minutes of
the meetings of the Board.
d) The secretary may circulate papers among
members of the Board for the purposes of
From Current Constitution
Suggested new wording
Effect of changes
37
Quorum for board meetings (CNL
s175)
Adoption of model rules and
combining rule 55 and 56 of current
constitution
paragraph 54(a)(i) by facsimile or other
transmission of the information in the papers
concerned.
Rule 55:
QUORUM FOR BOARD
MEETINGS
a) The quorum for a meeting of the Board shall
be four (4) directors, being 50% or more of
the number of directors, in accordance with
Section 209(4) of the Act.
(a) The quorum for a meeting of the board
is 50% of the number of directors (or if
that percentage of the number of
directors is not a whole number, the
whole number next higher than one
half).
(b) A casual vacancy on the Board may be
filled by the directors appointing a
person or persons to constitute a
quorum until the next annual general
meeting.
(c) For the purpose of enabling the board
to make such appointment(s), the
number of directors at that time is
deemed to be a quorum.
Rule 56: APPOINTMENT OF DIRECTORS
TO CONSTITUTE A
QUORUM
a) A casual vacancy on the Board may be filled
by the directors appointing a person or
persons to constitute a quorum until the next
annual general meeting.
b) For the purpose of enabling the board to
See rule 37 above
See above
From Current Constitution
make such appointment(s), the number of
directors at that time is deemed to be a
quorum.
c) In all other circumstances where a casual
vacancy occurs, Rule 62 applies.
Suggested new wording
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 57:
38
Adopt model rule – renumbering and
no changes in meaning of the rule.
CHAIRPERSON OF BOARD
The chairperson will be the member elected as
President, also including the Vice President.
However, if no such chairperson is elected, or if
at any meeting the chairperson is not present
within 5 minutes after the time appointed for
holding the meeting, or is unwilling to act as
chairperson of the meeting, the directors
present may choose one of their number to be
chairperson of the meeting, until such time as
the chairperson attends and is willing to act in
that capacity.
Chairperson of board
(1) The chairperson of the board is that
person elected as chairperson at a
General Meeting of the co-operative.
(2) If the chairperson is not present within
5 minutes after the time fixed for
holding the meeting or is unwilling to
act as chairperson of the meeting, the
directors present may choose one of
their number to be chairperson of the
meeting until the chairperson attends
and is willing to act as chairperson.
From Current Constitution
Rule 58:
DELEGATION
COMMITTEES
Suggested new wording
AND
BOARD 39
Delegation and board committees
(CNL s178)
a) The Board may (in accordance with Section
213 of the Act) by resolution delegate the
exercise of such of the Board’s functions
(other than this power of delegation) as are
specified in the resolution:
i.to a director; or
ii.to a committee of 2 or more directors; or
iii.to a committee of members of the cooperative; or
iv.to a committee of members of the cooperative and other persons if members
comprise the majority of persons on the
committee.
b) The co-operative or the Board may by
resolution revoke wholly or in part any such
delegation.
c) A power, the exercise of which has been
delegated under this rule may, while the
delegation
remains
unrevoked,
be
exercised from time to time in accordance
with the terms of the delegation.
d) A delegation under this rule may be made
subject to conditions or limitations as to the
exercise of any of the powers delegated, or
(1) The board may by resolution delegate
to:
(a) a director; or
(b) a committee of 2 or more
directors; or
(c) a committee of members of the
co-operative; or
(d) a committee of members of the
co-operative and other persons
if members form the majority of
persons on the committee; or
(e) a committee of directors and
other persons;
the exercise of the board’s powers
(other than this power of delegation)
specified in the resolution. The cooperative or the board may by
resolution revoke all or part of the
delegation.
(2) A power delegated under this rule may,
while the delegation remains
unrevoked, be exercised from time to
time in accordance with the delegation.
(3) A delegation under this rule may be
given on conditions limiting the
exercise of the power delegated, or
time or circumstances.
Effect of changes
Adopt model rule – renumbering and
no change in meaning of the rule.
From Current Constitution
Suggested new wording
as to time or circumstance.
e) Notwithstanding any delegation under this
rule, the Board may continue to exercise all
or any of the powers delegated.
(4) Despite any delegation under this rule,
the board may continue to exercise the
power delegated.
(5) If a power is exercised by a director
(alone or with another director) and the
exercise of the power is evidenced in
writing, signed by the director in the
name of the board or in his or her own
name on behalf of the board, the
power is taken to have been exercised
by the board. This is so whether or not
a resolution delegating the exercise of
the power to the director was in force
when the power was exercised, and
whether or not any conditions
mentioned in subrule (3) were
observed by the director exercising the
powers.
(6) A committee may elect a chairperson
of their meetings. If no chairperson is
elected, or, if at a meeting the
chairperson is not present within 15
minutes after the time appointed for
holding the meeting, the members
present may choose one of their
number to be chairperson of the
meeting.
(7) A committee may meet and adjourn as
it thinks appropriate. Questions arising
at a meeting must be decided by a
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
majority of votes of the members
present and voting and if the votes are
equal, the chairperson has a second or
casting vote.
Rule 59: EXERCISE OF DELEGATED
See rule 39 above
POWER BY DIRECTORS
a) Where a power is exercised by a director
(either alone or with other directors) and the
exercise of the power is evidenced in
writing, signed by the director in the name of
the Board or in the director’s own name on
behalf of the Board, then the power shall be
deemed to have been exercised by the
Board.
b) Rule 59(a) applies whether or not a
resolution delegating the exercise of the
power to the director was in force when the
power was exercised, and whether or not
any conditions or limitations referred to in
Rule 58(d) were observed by the director
exercising the powers.
c) An instrument purporting to be signed by a
director as referred to in Rule 59(a) shall in
all courts and before all persons acting
judicially be received in evidence as if it
were an instrument executed by the cooperative under seal. Furthermore, until the
contrary is proved, it shall be deemed to be
an instrument signed by a delegate of the
Board under this rule.
Deleted – included in rule 39
From Current Constitution
d) A committee may elect a chairperson of their
meetings. If no such chairperson is elected,
or, if at any meeting the chairperson is not
present within 5 minutes after the time
appointed for holding the meeting, then the
members present may choose one of their
number to be chairperson of the meeting.
e) A committee may meet and adjourn as it
thinks proper. Questions arising at any
meeting shall be determined by a majority of
votes of the members present and voting
and in case of an equality of votes the
chairperson shall have a second or casting
vote.
Suggested new wording
Effect of changes
From Current Constitution
Rule 60:
Suggested new wording
REMOVAL OF DIRECTOR FROM 32
Removal from office of director
OFFICE
(CNL s180)
The co-operative may, by ordinary resolution,
remove any director before the expiration of the
director's period of office, and may by a simple
majority appoint another person in place of the
director. The person so appointed shall retire at
the same time as the removed director would
have done if not removed.
The co-operative may by resolution
under section 180 of the Law, with
special notice as required by that
section, remove a director before the
end of the director’s period of office,
and may by a simple majority appoint
another person in place of the
removed director. The person
appointed must retire when the
removed director would otherwise
have retired.
Effect of changes
Adopt model rule
Renumbering – no change in
meaning.
From Current Constitution
Suggested new wording
Effect of changes
Rule 61:
33
Vacation of office of director (CNL
s179)
Adopt model rule – updated wording.
VACATION OF OFFICE OF
DIRECTOR
A director vacates office in such
circumstances (if any) as are provided in
the rules of the co-operative and in any
of the following cases:
1. The directors hold office and
may be removed from office, as
provided by the rules of the cooperative.
i.
if the person is an insolvent under
administration (as defined in the Law);
ii.
if the person is mentally incapacitated or
the subject of an order under a law of
another state or of a Territory relating to
mental health;
2. A director vacates office in the
circumstances (if any) provided
in the rules of the co-operative
and in any of the following
cases:
iii.
iv.
if the person has been convicted of an
offence and that conviction disqualifies a
person from being a director, as provided
by Section 208 of the Act;
if the director absents himself/herself
from 3 consecutive ordinary meetings of
the Board without its leave;
v.
if the director resigns from office by
notice in writing given by the director to
the co-operative;
vi.
if the director is removed from office by
ordinary resolution of the co-operative;
vii.
if the person ceases to hold the
qualification by reason of which the
(a) if the director is a
disqualified person under
section 181;
(b) if the director absents
himself or herself from 3
consecutive ordinary
meetings of the board
without its leave;
(c) if the director resigns the
office of director by written
notice given by the director
to the co-operative;
(d) if the person ceases to hold
the qualification because of
which the person was
qualified to be a director;
Renumbering and no change in
meaning.
From Current Constitution
person was qualified to be a director;
viii.
if the director becomes an employee of
the co-operative;
ix.
if an administrator of the co-operative's
affairs is appointed under Division 6 of
Part 12 of the Act;
x.
if the director is directly or indirectly
interested in any contract or proposed
contract with the co-operative and fails to
declare his/her interest as required
under Section 234 of the Act;
xi.
if the director who holds an office or has
an interest in property whereby, whether
directly or indirectly, duties or interests
might be created that could conflict with
the director’s duties or interests as a
director and the director fails to declare
the fact and the nature, character and
extent of the conflict;
xii.
if the director is removed from office, by
a voluntary administrator of the
co-operative appointed under Part 5.3A
of the Law, as applying under Section
332 of the Act.
Suggested new wording
(e) if an administrator of the cooperative’s affairs is
appointed under Part 4.1;
(f) if the director is removed
from office under section
180.
3. A co-operative may by ordinary
resolution remove a director
from office despite anything in:
(a) the rules of the cooperative; or
(b) an agreement between
the co-operative and the
director; or
(c) an agreement between
any or all members of the
co-operative and the
director.
4. Notice of intention to move the
resolution must be given to the
co-operative at least 2 months
before the meeting is to be held.
However, subject to subsection
(3), if the co-operative calls a
meeting after the notice of
intention is given under this
subsection, the meeting may
pass the resolution even though
the meeting is held less than 2
months after the notice of
intention is given.
Effect of changes
From Current Constitution
Suggested new wording
5. At least 21 days notice must be
given of a meeting of the
members of the co-operative at
which a resolution will be
moved:
(a) to remove a director from
office; or
(b) to appoint a director in
place of a director
removed from office.
6. The co-operative must give the
director a copy of the notice as
soon as practicable after it is
received.
7. The director is entitled to put his
or her case to members by:
(a) giving the co-operative a
written statement for
circulation to members
(see subsections (8) and
(9)); and
(b) speaking to the motion at
the meeting.
8. The written statement is to be
circulated by the co-operative to
members by:
(a) sending a copy to
everyone to whom notice
of the meeting is sent if
there is time to do so; or
Effect of changes
From Current Constitution
Suggested new wording
(b) if there is not time to
comply with paragraph
(a)—having the
statement distributed to
members attending the
meeting and read out at
the meeting before the
resolution is voted on.
9. The director’s statement does
not have to be circulated to
members if it is more than 1,000
words long or defamatory.
10. If a person is appointed to
replace a director removed
under this section, the time at
which:
(a) the replacement director;
or
(b) any other director;
is to retire is to be worked out as
if the replacement director had
become director on the day on
which the replaced director was
last appointed a director.
11. In addition to the circumstances
set out in the Law, a director
vacates office if the director
dies.
Effect of changes
From Current Constitution
Suggested new wording
Rule 62:
34
FILLING OF CASUAL
VACANCIES
a) Notwithstanding Rules 39 and 56, a casual
vacancy of the Board is to be filled:
i.
by election by the members held:
A. at a meeting of the co-operative; or
B. by means of a postal ballot; or
C. in the manner specified in the rules of
the co-operative for the ordinary
election of directors; or
ii.
by appointment by the directors; or
iii.
in such other manner as the Registrar
may approve in a particular case.
b) The person elected pursuant to Rule 62(a)(i)
shall retire at the same time as the director
who vacated the office would have done if
that director had not vacated it.
c) The person appointed pursuant to Rule
62(a)(ii) shall hold office until the next
annual general meeting only.
d) For the purposes of this rule, a casual
vacancy shall arise where the office of a
director is vacated in accordance with Rule
61.
Effect of changes
Casual vacancies (CNL ss173 & 177) Adopt model rule – casual vacancy
to be filled via appointment by the
(1) The board may appoint a qualified
Board.
person to fill a casual vacancy in the
office of director until the next annual
general meeting.
From Current Constitution
Suggested new wording
Effect of changes
Rule 63:
deleted
Deleted upon advice from the Clubs
solicitor.
DEPUTY DIRECTORS
a) Any director may from time to time apply, in
writing, for any member eligible to be a
director in accordance with Rule 46 to be
appointed by the Board as a deputy director
to sit in the director's place on the Board.
b) A deputy director appointed by the Board
shall be entitled to notice of meetings of the
directors and, in the absence of the
nominating director, to attend and vote at
those meetings and to sign resolutions and
to exercise such powers, authorities and
discretions as are vested in or would
otherwise be exercisable by the nominating
director.
c) A deputy director shall vacate office if the
nominating director ceases to be a director
or on a majority of the other directors
removing him/her from office.
d) An appointment or removal under this rule
must be in writing and notice thereof must
be served on the deputy director and the
appointment or removal shall take effect
forthwith upon the service thereof. Service
of any such notice may be effected in
accordance with Rule 79.
e) A deputy director whilst acting in the
absence of the nominating director shall not
be an agent of the nominating director and
Not considered best practice.
Not considered a specific need of
this co-operative.
From Current Constitution
the nominating director shall not be liable for
the actions of the deputy director.
f) The remuneration of any such deputy
director shall be payable out of the
remuneration payable to the nominating
director and shall consist of such portion of
the last mentioned remuneration as shall be
agreed between the deputy director and the
nominating director.
g) The attendance of the deputy director at any
meeting of the Board shall be deemed to be
attendance by the nominating director.
h) For the purposes of this rule a meeting of the
directors shall include a meeting conducted
pursuant to Rule 54.
Suggested new wording
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 64:
40
Renumbering
OTHER COMMITTEES
a) The Board may by resolution appoint
committees comprising of members or other
persons or both, to act in an advisory role to
the Board and to any committees of
directors.
b) The provisions of Rules 59(d) and (e) apply
to committees appointed under this rule,
subject to any variations approved of by the
Board.
c) The quorum for any meeting of the
committee shall be one-half (or where onehalf is not a whole number the whole
number next higher than one-half) of the
number of members in the committee.
Other committees
The board may by resolution appoint
committees of members or other persons
or both, to act in an advisory role to the
board and to committees of directors.
No change in meaning
Simplification of the rule.
From Current Constitution
Suggested new wording
Effect of changes
Rule 65:
41
Model rule amended to reflect
current rule.
MINUTES OF MEETINGS
a) The Board shall have minutes of meetings
made in books provided for the purpose,
and, in particular:
i.
of all appointments of officers and
employees made by the directors;
ii.
of the names of the directors present at
each meeting of the Board and of any
committee of the Board;
iii.
of all resolutions and proceedings at all
meetings of the co-operative and of
directors and of committees.
b) Minutes must be recorded in the minute
book within 28 days of the date of the
meeting to which they relate.
c) The confirmation of such minutes, signed by
the chairperson, shall be taken as the first
business at the next succeeding meeting of
the co-operative, Board or committee to
which the minutes relate.
If it is
impracticable for the minutes to be
confirmed at that meeting, then the minutes
shall be confirmed at the next succeeding
meeting.
d) Every director present at any meeting shall
sign their name in a book to be kept for that
purpose.
Minutes
(1) The board must keep minutes of
meetings and, in particular, of:
(a) all appointments of officers and
employees made by the
directors; and
(b) the names of the directors
present at each meeting of the
board and of a committee of the
board; and
(c) all resolutions and proceedings
at all meetings of the cooperative and of directors and of
committees of directors.
(2) Any declarations by a director of the
co-operative who is or becomes in any
way, directly or indirectly, interested in
a contract or proposed contract with
the co-operative is to be recorded in
the minutes.
(3) Minutes must be entered in the
appropriate records within 28 days of
the meeting to which they relate was
held.
(4) The minutes are to be signed within a
reasonable time after the meeting to
which they relate by either the
Renumbering – no change in
meaning.
From Current Constitution
e) The minutes are to be kept in the English
language.
f) The minutes of board meetings and
subcommittee meetings are to be available
for inspection by member
Suggested new wording
chairperson of that meeting or the
chairperson of the next meeting.
(5) The minutes of board meetings and
subcommittee meetings are to be
available for inspection by member
subject to Rule 46.
Effect of changes
From Current Constitution
Rule 66:
OFFICERS
a) Without prejudice to the general powers
conferred on the Board by the Act or these
rules, the Board shall, subject to any
applicable Industrial Award or Agreement,
have power to appoint, remove or suspend
employees,
servants,
agents
and
contractors, and to fix their powers, duties
and remuneration.
b) For the purposes of this rule:
i.“Industrial Award or Agreement” means an
Award or Enterprise Agreement made or
approved under a State or Federal Act
regulating industrial relations; and
“Enterprise Agreement” includes an
Australian
Workplace
Agreement,
Certified Agreement or Enterprise
Flexibility Agreement.
Suggested new wording
Effect of changes
Deleted as unnecessary and on the
advice of the Clubs solicitor.
This is deemed as not within the
powers of the Board based on best
practice guide lines.
From Current Constitution
Rule 67:
Suggested new wording
APPOINTMENT
SECRETARY
Effect of changes
OF 30
Chief executive officer (CNL ss172 & Adopt model rule with addition that
178)
\CEO is appointed Secretary of Coop and inclusion of training
a) The
Board
shall
appoint
a
(1) The board may, if it considers
requirements as per RCA.
Secretary/Manager to be known as the
appropriate, appoint a person to be
Chief Executive Officer (CEO).
responsible for the day to day
Specific requirement of this comanagement of the co-operative.
operative (Club).
b) The CEO will be the Secretary of the Cooperative and shall perform all of the
(2) The appointed person is the chief
Generally no change to the meaning
functions and duties as required under the
executive officer of the co-operative,
of the current rule.
Act, the Regulations, the Club’s Act, the
and may be called the chief executive
rules and the law to be undertaken by the
officer (CEO).
Secretary of the Co-operative.
(3) The CEO will be the Secretary of the
c) It shall be the duty of the CEO to manage
Co-operative and shall perform all of
the affairs of the Co-operative under the
the functions and duties as required
direction of the Board as well as being
under the Law, the Regulations, the
responsible for the day to day management
Club’s Act, the rules to be undertaken
of the Co-operative.
by the Secretary of the Co-operative.
d) The CEO shall be appointed on such terms
and conditions as the Board may determine
which shall be reflected in an employment
contract.
e) The President shall have the delegated
authority from the Board to deal with all
aspects of duties and performance of the
CEO.
f) The CEO shall hold office until death, or
removal by the Board or resignation from
office.
(4) The conditions and the period of
appointment including termination
must be decided by the board.
(5) The chief executive officer is not
entitled to be present or to vote at a
meeting of directors on a motion
concerning the conditions of his or her
own appointment, conditions of service
or termination of service.
(6) The chief executive officer cannot be
required to be an active member of the
co-operative.
From Current Constitution
Suggested new wording
(7) In the event of any conflict between the
terms of the appointment of a person
as the chief executive officer and that
person’s obligations or privileges under
the Law, the terms of the Law prevail
over the terms of appointment.
(8) The CEO must within 2 years of their
appointment satisfy the appropriate
training requirements as set out in
Registered Clubs Regulation 2015,
Part 6.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 68:
Deleted
Not included in model rules
INSURANCE AND INDEMNITY
Rule deleted on advice from the
Clubs solicitor.
The Club insurance is an operational
issue and is charged to the CEO.
The Club has a full range of
insurances that are reported at
Board level.
a) The Board shall arrange insurance against
loss, damage to or liability of the cooperative by reason of fire, accident or
otherwise.
b) The officers of the co-operative may accept
or incur any pecuniary liability on behalf of
the co-operative against personal loss in
respect of such liability.
Rule 69:
FINANCIAL YEAR
49
Financial year
The financial year of the co-operative shall end The financial year of the co-operative shall
on the last day of May each year.
end on the last day of May each year.
Model rule
Renumbering only.
From Current Constitution
Suggested new wording
Rule 70:
Model rule amended to include
55
Financial reports to members matters from RCA.
(CNL Part 3.3)
Intention is that a full set of accounts
be prepared as well as a concise
(1) The co-operative must prepare
report and all subject to audit.
financial reports and statements in
This is in line with the current rule,
accordance with the Law, the National and is a direction of the Board to
Regulations, the club's act and these supply these reports despite the club
rules.
defined as a small co-operative.
ACCOUNTS
a) The Board shall have prepared the
accounts, statements and directors' report in
accordance with the Corporations Law, as
adopted by Clause 15 of the Co-operatives
Regulation 1997.
b) The Board shall submit those accounts,
statements and report, together with the
auditors' report on those accounts, to the
annual general meeting of the co-operative,
in accordance with the Corporations Law as
adopted by Clause 15 of the Co-operatives
Regulation 1997.
c) The Board shall also have a copy of
everything required to be submitted under
paragraph (b) displayed at the registered
office of the co-operative for a period of not
less than 21 days before the date of the
annual general meeting of the co-operative.
d) The Board shall give members 21 days
notice before the annual general meeting of
the co-operative that the documents
required under paragraph (b) will be made
available for inspection at the registered
office of the co-operative.
(2) The co-operative must report to
members for a financial year by
providing either of the following:
(a) all of the following reports:
(i) the financial report for the
year;
(ii) the directors’ report for the
year;
(iii)
the auditor’s report on the
financial report; or
(b) a concise report for the year that
complies with subsection (3).
(3) A concise report for a financial year
consists of:
(a) a concise financial report for the
year drawn up in accordance with
accounting standards applying for the
purposes of this paragraph; and
(b) the directors’ report for the year;
Effect of changes
From Current Constitution
Suggested new wording
and
(c) a statement by the auditor:
(i) that the financial report has
been audited; and
(ii) whether, in the auditor’s
opinion, the concise financial
report complies with the
accounting standards applying
for the purposes of paragraph
(a); and
(d) a copy of any qualification in, and
of any statements included in the
emphasis of matter section of, the
auditor’s report on the financial report;
and
(e) a statement that the report is a
concise report and that the full financial
report and auditor’s report will be sent
to the member free of charge if the
member asks for them.
(4) If the accounting standards applying
for the purposes of subsection (3) (a)
require a discussion and analysis to be
included in a concise financial report:
(a) the auditor must report on whether
the discussion and analysis complies
with the requirements that the
accounting standards lay down for the
discussion and analysis; and
Effect of changes
From Current Constitution
Suggested new wording
(b) the auditor does not otherwise
need to audit the statements made in
the discussion and analysis.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 71:
50
Model rules with addition of
requirement to keep full financial
records.
BANKING
a) The Board shall have a banking account or
accounts in the name of the co-operative,
into which all monies received shall be paid
as soon as possible after receipt.
b) All cheques drawn on such accounts and all
drafts, bills of exchange, promissory notes,
and other negotiable instruments for and on
behalf of the co-operative, shall be signed
by 2 directors or by any 2 persons
authorised by the Board.
Accounts & Financial Records
(1) The board must have at least one
financial institution account, electronic
or otherwise, in the name of the cooperative, into which all amounts
received by the co-operative must be
paid as soon as possible after receipt.
(2) All cheques drawn on the accounts,
and all drafts, bills of exchange,
promissory notes and other negotiable
instruments, of the co-operative must
be signed by 2 authorised persons.
(3) The operation of any electronic
accounts must be restricted so that
there is a requirement for authorisation
by 2 authorised persons.
(4) For the purposes of this rule, an
authorised person is:
(a) a director; or
(b) a person approved by the
board.
(5) The co-operative must keep written
financial records that:
(a) correctly record and explain
its transactions and financial
position and performance; and
From Current Constitution
Suggested new wording
Effect of changes
(b) would enable true and fair
financial statements to be
prepared and audited.
(6) The co-operative must retain the
financial records for 7 years after the
transactions covered by the records
are completed.
Rule 72: APPOINTMENT, DUTIES AND
RESPONSIBILITIES OF AUDITORS
a) One or more auditors shall be appointed,
hold office, be remunerated, be removed
and have qualifications, duties and
responsibilities as provided in these rules or
as otherwise provided in, or permitted by,
the Corporations Law as adopted by Clause
15 of the Co-operatives Regulation 1997, or
any order made by the Registrar pursuant to
that Regulation or Section 244(1) of the Act.
b) At each annual general meeting, if there is a
vacancy in the office of auditor, the cooperative shall appoint an auditor to fill the
vacancy.
c) An auditor appointed under paragraph (b) of
this rule shall hold office until death or
removal or resignation from office or until
ceasing to be capable of acting as auditor in
accordance with the Corporations Law as
adopted by Clause 15 of the Co-operatives
51
Appointing an auditor (CNL s298)
(1) The co-operative must appoint an
auditor in respect of its financial
statements.
Auditor appointed at a general
meeting and appointment to remain
until it becomes vacant –
see Removal and Resignation
clauses.
(2) An auditor appointed under this rule is
to conduct an audit of the coSimplification of the rule.
operative’s financial statements as
presented to members.
No change in meaning and Section
of the Law pertaining to this Rule is
(3) The appointment of an auditor under
quoted if further guidance is
this rule is to be made at an annual
required.
general meeting.
(4) The co-operative may appoint another
auditor at a subsequent annual
general meeting if there is a vacancy in
the office of the auditor.
(5) The provisions of section 300(2) of the
Law apply to an auditor appointed
under this rule.
From Current Constitution
Regulation 1997.
d) The Board shall fill any vacancy in the office
of auditor, other than a vacancy caused by
the removal of an auditor from office, within
one month of such vacancy occurring,
unless the co-operative at a general meeting
has already appointed an auditor to fill the
vacancy. A person or firm appointed as
Auditor of the co-operative pursuant to this
paragraph holds office, subject to the
Corporations Law as adopted by Clause 15
of the Co-operatives Regulation 1997 until
the next Annual General Meeting of the cooperative While a vacancy in the office of
auditor continues, the surviving or
continuing auditor or auditors (if any) may
act.
e) An auditor filling a vacancy caused by the
removal of the previous auditor shall be
appointed by a three-quarter (¾) majority of
members at the same general meeting at
which the previous auditor is removed, as
long as notice of the nomination has been
sent at least 7 days before the meeting to
the members and nominated and current
auditors. If the notice of nomination was not
sent in accordance with Rule 72(g) or the
resolution to appoint a new auditor is not
passed, then the meeting may be adjourned
20 to 30 days later. At the adjourned
meeting, the co-operative may appoint an
auditor by ordinary resolution as long as
Suggested new wording
Effect of changes
From Current Constitution
notice of the nomination is received by the
board from a member at least 14 clear days
before the date of the adjourned meeting
and the board gives notice of the nomination
at least 7 days before the meeting to the
members and nominated and current
auditors. The auditor appointed under this
subrule holds office until the next AGM.
f) The co-operative or the Board shall not
appoint as auditor a person who has not
consented in writing to the appointment or
who has withdrawn such consent, or a
person of whose nomination notice has not
been given in accordance with Rules 72(e)
or (g).
g) Not being a meeting at which an auditor is
removed from office, a co-operative is not
entitled to appoint an auditor at its annual
general meeting unless notice in writing of
the nomination of the auditor was given to
the board by a member before the meeting
was convened or at least 21 days before the
meeting. The board must have then given
notice to the nominated and current auditors
and members not less than 7 days before
the meeting or at the time notice of the
meeting is given.
h) A person is not qualified to be appointed
auditor of the co-operative if:
i.
the person is not a registered company
Suggested new wording
Effect of changes
From Current Constitution
auditor;
ii.
the person or body corporate in which
the person is a substantial shareholder,
is indebted for an amount exceeding
$5,000 to the co-operative, to a related
body corporate or to an entity that the cooperative controls; or
iii.
the person is:
A. an officer of the co-operative;
B. a partner, employer or employee
of an officer of the co-operative;
C. a partner of an employee of an
officer of the co-operative; or
D. an employee of an employee of
an officer of the co-operative.
i) A firm is not qualified to be appointed auditor
of the co-operative unless:
i.
at least 1 member of the firm is a
registered company auditor who is
ordinarily resident in Australia;
ii.
no member of the firm or a body
corporate in which the firm is a
substantial shareholder, is indebted for
an amount exceeding $5,000 to the cooperative, to a related body corporate or
Suggested new wording
Effect of changes
From Current Constitution
to an entity that the co-operative
controls; or
iii.
no member of the firm is:
A. an officer of the co-operative;
B. a partner, employer or employee
of an officer of the co-operative;
C. a partner of an employee of an
officer of the co-operative; or
D. an employee of an employee of
an officer of the co-operative.
iv.
no officer of the cooperative receives any
remuneration from the firm for acting as
a consultant to it on accounting or
auditing matters; and
v.
the business name under which the firm
is carrying on business is registered
under the Business Names Act 1962 or
a return (in a form approved by the
Registrar for the purpose) has been
lodged, showing, in relation to each
member of the firm, the member’s full
name and address at the time when the
firm so consents, acts or prepares a
report.
j) All reasonable fees and expenses of the
auditor are payable by the co-operative.
Suggested new wording
Effect of changes
From Current Constitution
k) The Board shall enable the auditor to have
access to all books, accounts, vouchers,
securities and documents of the cooperative, and to be furnished with such
information and explanation by the board
members or any other officers as may be
necessary for the performance of the duties
of the auditor.
l) The auditor is entitled to attend any general
meeting of the co-operative and to receive
all notices of and other communications
relating to any general meeting which any
member of the co-operative is entitled to
receive. The auditor is also entitled to be
heard, at any general meeting that the
auditor attends, on any part of the business
of the meeting of concern to the auditor.
Suggested new wording
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 73:
51A. Removal of auditors (cf Corporations
Act s 329)
Removal provisions as considered
by the RCA. Based on advice from
the Clubs solicitor.
REMOVAL OF AUDITORS
a) The auditor may be removed from office by
special resolution at a general meeting.
b) Notice of intention to move the resolution
must be given to the co-operative not less
than 2 months before the meeting at which
the resolution is moved. However, if the cooperative convenes a meeting after the
notice of intention is given, the resolution
may be passed at the meeting even if the
meeting is held less than 2 months after the
notice is given.
c) Where special notice of a resolution to
remove an auditor is received by the cooperative, it shall as soon as possible send
a copy of the notice to the auditor and lodge
a copy of the notice with the Registrar.
d) The co-operative shall give at least 21 days
notice of a resolution to remove the auditor
to persons entitled to be given notice of a
meeting of the co-operative.
e) Within 7 days after receiving a copy of the
notice,
the
auditor
may
make
representations in writing, not exceeding a
reasonable length, to the co-operative and
request that before the meeting at which the
resolution is to be considered, a copy of the
representations be sent by the co-operative
at its expense to every member of the co-
(1) An auditor of a co-operative may be
removed from office by resolution of
the co-operative at a general meeting
of which notice under subsection (2)
has been given, but not otherwise.
(2) Notice of intention to move the
resolution must be given to the cooperative at least 2 months before the
meeting is to be held. However, if the
co-operative calls a meeting after the
notice of intention is given under this
subsection, the meeting may pass the
resolution even though the meeting is
held less than 2 months after the
notice of intention is given.
(3) Where notice under subsection (2) of a
resolution to remove an auditor is
received by a co-operative, it must as
soon as possible send a copy of the
notice to the auditor and lodge a copy
of the notice with the Registrar.
(4) Within 7 days after receiving a copy of
the notice, the auditor may make
representations in writing, not
exceeding a reasonable length, to the
co-operative and request that, before
the meeting at which the resolution is
to be considered, a copy of the
Wording strengthens the model rules
and is compliant with governance in
regards to the RCA.
No change in the intended meaning
of the current rule.
From Current Constitution
operative to whom notice of the meeting is
sent.
f) Unless the Registrar on the application of
the co-operative otherwise orders, the cooperative shall send a copy of the
representations in accordance with the
auditor's request. The auditor may require
that the representations be read out at the
meeting and may also speak at the meeting.
g) Within 14 days after the removal from office
of the auditor, the Co-operative shall lodge
with the Registrar a notice of the removal on
the prescribed form, and, where there is a
trustee for the holders of debentures of the
co-operative, give to the trustee a copy of
the notice lodged with the Registrar.
Suggested new wording
representations be sent by the cooperative at its expense to every
member of the co-operative to whom
notice of the meeting is sent.
(5) Unless the Registrar on the application
of the co-operative otherwise orders,
the co-operative must send a copy of
the representations in accordance with
the auditor’s request, and the auditor
may, without prejudice to his or her
right to be heard orally or, where a firm
is the auditor, to have a member of the
firm heard orally on its behalf, require
that the representations be read out at
the meeting.
(6) Within 14 days after the removal from
office of an auditor the co-operative
must:
(a) lodge with the Registrar a notice of
the removal or resignation in the
approved form; and
(b) where there is a trustee for the
holders of debentures or CCUs of the
co-operative—give to the trustee a
copy of the notice lodged with the
Registrar.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 74:
51b. Resignation of auditors
Resignation provisions based on the
model rules but considering the
requirements and best practice
under the conditions of the RCA.
RESIGNATION OF AUDITOR
a) The auditor may, by notice in writing given to
the co-operative, resign as auditor of the cooperative if:
(a) The auditor may, by notice in writing
given to the co-operative, resign as
auditor of the co-operative if:
Meaning of the rule remains similar.
i.
the auditor has, by notice in writing given
to the Registrar, applied for consent to
resign and stated the reasons and, at or
about the same time, notified the cooperative in writing of the application;
and
i.
ii.
the auditor has received the consent of
the Registrar.
ii. the auditor has received the consent of
the Registrar.
b) The resignation of the auditor takes effect:
i.
on the date (if any) specified for the
purpose in the notice of resignation;
ii.
iii.
on the date on which the Registrar
consents to the resignation; or
on the date (if any) fixed by the Registrar
for the purpose,
the auditor has, by notice in writing
given to the Registrar, applied for
consent to resign and stated the
reasons and, at or about the same
time, notified the co-operative in writing
of the application; and
(b)
The resignation of the auditor takes
effect:
i.
on the date (if any) specified for the
purpose in the notice of resignation;
ii. on the date on which the Registrar
consents to the resignation; or
iii. on the date (if any) fixed by the
Registrar for the purpose,
whichever last occurs.
whichever last occurs.
c) Within 14 days after the receipt of a notice
of a resignation from an auditor, the Cooperative shall lodge with the Registrar a
notice of the resignation on the prescribed
form, and, where there is a trustee for the
(c) Within 14 days after the receipt of a
notice of a resignation from an auditor,
the Co-operative shall lodge with the
Registrar a notice of the resignation on
From Current Constitution
holders of debentures of the co-operative,
give to the trustee a copy of the notice
lodged with the Registrar.
Suggested new wording
the prescribed form, and, where there
is a trustee for the holders of
debentures of the co-operative, give to
the trustee a copy of the notice lodged
with the Registrar.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 75:
53
Disposal of surplus funds during a
financial year (CNL ss19, 355 & 356)
Adopt model rule and advice of the
solicitor.
CO-OPERATIVE FUNDS
a) The income and property of the co-operative
however derived shall be applied solely
towards the promotion of the objects of the
co-operative and no portion thereof shall be
paid or transferred directly or indirectly by
way of discount, rebate or otherwise by way
of profit to the members of the co-operative.
b) Payment shall be made in good faith of:
i.
any commensurate remuneration of any
member or servant of the co-operative or
other person in return for any services
actually rendered to the co-operative;
ii.
reasonable interest on money lent by
members to the co-operative; or
iii.
reasonable or proper rent for property or
premises demised, or let, by any
member to the co-operative.
Any surplus resulting from the co-operative’s
operation during a financial year, after providing
for depreciation in value of the co-operative’s
property or for contingent liability for loss, shall
be applied to carrying out the co-operative’s
objects.
An amount not exceeding 5 percent of the
surplus may be applied to any charitable
purpose, or for promoting co-operation or any
(1) The board may retain all or part of the
surplus arising in any year from the
business of the co-operative, to be
applied for the benefit of the cooperative.
(2) No part of the surplus may be paid or
transferred directly or indirectly, by way
of profit, to members of the cooperative.
From Current Constitution
community advancement object.
Suggested new wording
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 76:
54
Adopt model rule
PROVISION FOR LOSS
The board shall account for any loss that may
result from the transactions of the co-operative
in accordance with Accounting Standards as
adopted by the Regulation.
Rule 77:
COMPLAINTS
a) In no instance shall the conduct of a servant
of the club be made the subject of personal
reprimand by any member of the club unless
it be by the secretary in the course of his/her
duties.
b) All complaints by members, whether against
servants or other members shall be made in
writing and submitted either to the President
or Secretary who shall submit such
complaints for consideration to the first
ensuing meeting of the board or if it is
desirable, to an earlier special meeting of
the board.
Provision for loss
The board must make appropriate
provision for losses in the cooperative’s accounts and when
reporting to members is to indicate
whether the loss is expected to
continue and whether there is any real
prejudice to the co-operative’s
solvency.
Deleted
From advice of the Club Solicitor
this rule and rule 78 are to be
deleted.
Any complaints or disputes/
grievances will be handled through
the CEO or the Board.
If needed Rule 9 will be used.
Reference to Rule 42. Effect of Rules
and Rule 43 By – Laws should be
considered.
From Current Constitution
Suggested new wording
Effect of changes
Rule 78:
Deleted
As above
DISPUTES
iv.
In this rule:
f) “party” includes:
1. a full member of the co-operative;
2. any aggrieved person who has
ceased to be a full member in the
last six months;
3. any person claiming through or
under a member or any aggrieved
person referred to in Rule
78(a)(i)(B); and
4. the co-operative, including the
Board or any other officer of the
co-operative.
g) “dispute” may only refer to a matter
affecting a person of the type
mentioned above in (A) - (C).
v.
If a dispute arises a party
may not commence any
court
or
arbitration
proceedings relating to the
dispute unless it has
complied with the following
paragraphs of this rule
except where the person
seeks urgent interlocutory
From Current Constitution
relief.
vi.
A party claiming that a
dispute has arisen must
give written notice to the
other party or parties
specifying the nature of the
dispute.
vii.
On receipt of that notice by
that other party or parties,
the
parties
must
endeavour to resolve the
dispute
expeditiously,
using the mediation rules
of the NSW Law Society (a
copy is available from the
Registry of Co-operatives
on 1800 502 042).
viii.
If the parties do not agree
within seven days of
receipt of the notice (or
such further period as
agreed in writing between
them) as to:
c) the timetable for all steps in the
procedures; and
d) the selection and compensation of the
independent person required for
mediation,
Suggested new wording
Effect of changes
From Current Constitution
then the dispute shall be settled by
arbitration in accordance with the
Commercial Arbitration Act 1984.
ix.
Nothing in this rule shall
extend to any dispute as to
the construction or effect of
any mortgage or contract
contained in any document
other than these rules.
Suggested new wording
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 79:
48
Adopt model rule.
NOTICES
Notices to members (CNL s611)
a) A notice may be given by the co-operative to This rule applies in addition to section 611 of
the Law regarding how a notice or other
any member entitled to vote either:
document may be given to a member of the
co-operative.
i.
personally;
ii.
by post to the member’s registered
address or an alternate address supplied
by the member;
iii.
by some other form of technology, for
example by facsimile or email, where the
member has notified the co-operative of
the relevant contact details; or
iv.
by publishing the notice in a newspaper
circulating generally in New South Wales
or in the area served by the co-operative
21 days prior to the meeting.
b) A notice may be given to all other members
by placing an advertisement in a newspaper
which is circulated in the neighbourhood of
the registered office of the co-operative and
shall be deemed to have been duly given to
the member on the date on which the
advertisement appears.
c) Where a notice is sent by post, service shall
be deemed to be effected by properly
addressing, prepaying and posting a letter
containing the notice. In the case of a notice
of a meeting, service is deemed to be
(1) A notice or other document required to
be given to a member of the cooperative may be given by the cooperative to any member by any form
of technology (for example, by fax or
email), where the member has given
consent and notified the co-operative
of the relevant contact details.
(2) A notice may be given to all members
generally by placing an advertisement
in a newspaper which is circulated in
the neighbourhood of the registered
office of the co-operative and shall be
deemed to have been duly given to the
member on the date on which the
advertisement appears.
(3) If a notice is sent by post, service is
taken to be effected at the time at
which the properly addressed and
prepaid letter would be delivered in the
ordinary course of post. In proving
service by post, it is sufficient to prove
that the envelope containing the notice
was properly addressed and posted.
Renumbering of Rule.
Rule has been simplified but there is
no change in the meaning of the rule.
From Current Constitution
effected at the expiration of 24 hours after
the letter containing the notice is posted. In
every other case service is deemed to be
effected at the time at which the letter would
be delivered in the ordinary course of post
and in proving such service it shall be
sufficient to prove that the envelope
containing the notice was properly
addressed and posted.
d) If a member has no registered address (and
has not supplied to the co-operative an
address for the giving of notices) a notice
addressed to the member and advertised in
a newspaper circulating in New South
Wales or in the neighbourhood of the
registered office of the co-operative shall be
deemed to be duly given to the member on
the date on which the advertisement
appears.
e) A notice forwarded by another form of
technology shall be deemed to have been
served, unless the sender is notified of a
malfunction in transmission, on the day of
transmission if transmitted during a
business day, otherwise on the next
following business day.
f) For the purpose of this rule "registered
address" means the address of the member
as appearing in the register of members and
shares.
Suggested new wording
(4) A notice forwarded by some other form
of technology is taken to have been
served, unless the sender is notified of
a malfunction in transmission, on the
day of transmission if transmitted
during a business day, otherwise on
the next following business day.
Effect of changes
From Current Constitution
Suggested new wording
Effect of changes
Rule 80:
Part 8
Adopt model rule.
WINDING UP
a) The winding up of the co-operative shall be 56
in accordance with Part 12 of the Act.
b) If on the winding up or dissolution of the cooperative
there
remains after the
satisfaction of all its debts and liabilities any
property, this shall not be paid or distributed
amongst the members of the co-operative
but shall be given or transferred to an
institution:i.
which has objects similar to those of the
co-operative;
ii.
whose
constitution
prohibits
the
distribution of its property among its
members;
iii.
iv.
which has been chosen by the members
of the co-operative at or before the time
of dissolution or in default thereof by the
Chief Judge of such Court as may have
or acquire jurisdiction in the matter; and
which satisfies the relevant sub-section
of Section 23 of the Income Tax
Assessment Act.
c) In paragraph (b), the expression “institution”
includes an institution or institutions.
Winding up
Winding up (CNL Part 4.5)
(1) The winding up of the co-operative
must be in accordance with Part 4.5 of
the Law.
(2) If, on the winding up or dissolution,
there remains any property after the
satisfaction of all debts and liabilities,
this must not be paid to or distributed
among the members of the cooperative but must be given or
transferred to an institution or
institutions:
(a) with objects similar to those of
the co-operative; and
(b) whose constitution prohibits the
distribution of its property
among its members; and
(c) chosen by the members of the
co-operative at or before the
dissolution or, in default, by a
judge of the court with
jurisdiction in the matter.
Renumbering of the rule, no change
in meaning.
From Current Constitution
Rules 81: FINES PAYABLE BY MEMBERS
a) The board may impose on a member a
maximum fine in accordance with Rule 82,
Schedule of Fees, for any infringement of
the rules or by-laws.
b) A fine exceeding $10 shall not be imposed
on a member pursuant to Paragraph (a)
unless:
i.
written notice of intention to impose the
fine and the reason for it has been given
to the member; and
ii.
the member has been given a
reasonable opportunity to appear before
the Board in person (with or without
witnesses), or to send to the Board a
written statement, for the purpose of
showing cause why the fine should not
be imposed.
Suggested new wording
Deleted
Effect of changes
Not considered relevant to the
specific needs of our co-operative.
Advised by Club solicitor.
From Current Constitution
Suggested new wording
Effect of changes
Rule 82:
Some fees have been absorbed through
other rules.
Deleted as not required.
SCHEDULE OF CHARGES
Copy Book of Rules:
$1.00
Rule
7(b)(i)
Copy of Register:
Nil
Rule
14(b)**
Annual Subscription:
Minimum
Annual Subscription:
Maximum
Maximum Fine:
$2.00
Rule
22(b)
$100.00
$10.00
Rule
81(a)***
Most charges are considered
irrelevant or already considered
under the RCA or in other rules
within the draft constitution.