Richmond FC Constitution

[mightytiges]

The Richmond FC Constitution in all its glory  . I thought it would be a good idea to have a copy for current and future reference.


VICTORIA

CORPORATIONS (VICTORIA) ACT 1990

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF RICHMOND FOOTBALL CLUB LIMITED
(Incorporating amendments up to 11 November 1998)


 
VICTORIA CORPORATIONS (VICTORIA) ACT 1990
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF RICHMOND FOOTBALL CLUB LIMITED

1.   PRELIMINARY

1.1   The Club is established for the objects and under the terms and conditions set out in the Memorandum of Association of the Club.

1.2   The name of the Club shall be "Richmond Football Club Limited".

1.3   The principal colours of the Club shall be yellow and black and the uniform worn shall be such as is approved from time to time by the Australian Football League in accordance with its Rules.

1.4   The name of the Club shall not be changed except by special resolution and the principal colours of the Club shall not be changed except with the approval of fifty per cent of the members present and entitled to vote at a General Meeting.

2.   INTERPRETATION

2.1   Definitions

In these Articles:

"The Act" means the Corporations (Victoria) Act 1990 as amended from time to time and in the event that the Corporations (Victoria) Act 1990 shall be substituted or re-enacted in whole or in part by legislation of the State of Victoria or the Commonwealth of Australia, the term "the Act" means such substituted or re-enacted legislation.

"AFL Club Support Member" means any person who has been admitted as an AFL Club Support Package Member and who has under the terms of such package nominated the Club.

"Associate Member" means any person who has been admitted as an Associate Member in accordance with Article 3.4.

"Authorised Gaming Visitor" means any person who has been admitted as an Authorised Gaming Visitor to the Club in accordance with Article 3.5.

"The Board" means and includes members of the Board of Directors of the Club referred to in Article 8.

"The Club" means Richmond Football Club Limited.

"Cricket Committee Member" means any member appointed in accordance with Article 11.4.2 to the Cricket Committee referred to in that Article.

"Cricket Member" means any person who has been admitted as a Cricket Member in accordance with Article 3.6.

"Director Responsible for Cricket" means the person referred to in Article 11.4.5.

"Financial Year" means the twelve month period beginning on the 1st day of November and ending on the 31st day of October in the subsequent year.

"Football Director" means the member of the Board referred to in Article 11.4.4.

"Gaming Member" means any person who has been admitted a Gaming Member in accordance with Article 3.7.

"Honorary Life Member" means any person who has been admitted an Honorary Life Member in accordance with Article 3.3.

"Junior Member" means any person who has been admitted as an Ordinary Member in accordance with Article 3.2 and who is, under the rules of the AFL, as amended from time to time, designated as a junior member.

"Membership Ticket" means a ticket issued by the Club under Article 3.9 or by the AFL to a Club Support Member.

"Month" means a calendar month.

"Multiple Ticket Holder" means a member who holds more than one Membership Ticket pursuant to Article 3.8.

"The Office" means the registered office for the time being of the Club.

"Ordinary Member" means any person who has been admitted as an Ordinary Member in accordance with Article 3.2 and unless otherwise provided any reference to any Ordinary Member shall include a reference to a Cricket Member and a reference to AFL Club Support Member.

"The Register" means the Register of Members of the Club to be kept pursuant to the Act.

"The Seal" means the Common Seal of the Club.

"Visiting Member" means any person who has been admitted as a Visiting Member in accordance with Article 21.

2.2   Construction

(a)   Except as otherwise provided, these Articles shall be construed with reference to the provisions of the Act and terms used in these articles unless otherwise herein defined shall be taken as having the same respective meaning as they have when used in the Act.
(b)   Words importing persons include corporations.
(c)   Words importing the singular include the plural number and vice versa.

3.   MEMBERSHIP

3.1   General

3.1.1   The number of members of the Club is unlimited.

3.1.2   No person may, whether by himself or his nominee or otherwise, hold more than one membership in the Club and no member may have more than one vote in any election or at any meeting of the Club.

3.2   Ordinary Members

3.2.1   Any person shall be eligible to be an Ordinary Member of the Club provided he or she shall comply with the conditions laid down pursuant to Article 3.2.2.

3.2.2   (a)   To apply for ordinary membership an applicant shall comply with such requirements as determined by the Board from time to time.

   (b)   Notwithstanding anything to the contrary contained in Article 3.2 the Board may in its absolute discretion refuse any application for ordinary membership.

3.2.3   Subject to Article 3.8, but otherwise notwithstanding anything to the contrary contained in Article 3.2.2 no application for ordinary membership must be accepted if it appears from the application that, or if in the opinion of the Board, the applicant for membership is a nominee of another person or is acting as trustee for any other person(s) in relation to the application.

3.2.4   In the event that the conditions laid down pursuant to Article 3.2.2 are not satisfied by an applicant the annual subscription lodged with the applicant's application for membership shall immediately be refunded to the applicant, and the applicant shall be advised that the application for membership has been refused.

3.3   Honorary Life Members

3.3.1   The Board shall confer the privileges of Life Membership on all those who on the date of the adoption of these Articles were life members of the Club.

3.3.2   The Board may in its absolute discretion elect as Life Member:

(a)   a person who has rendered service to the Club for a period of not less than ten (10) years as a player on the senior list or has played a minimum of 150 senior Australian Football League matches for the Club;
(b)   a person who has rendered service to the Club for a period of not less than ten (10) years, such period being comprised of any of, or any combination of, the following:
(i)   service as a member of the Board; and/or
(ii)   service in a senior management position in either administration or football; and/or
(iii)   service as a player on the senior list.
(c)   a person who in the Board's opinion has rendered outstanding service to the Club in some other capacity.

3.3.3   Any person elected to Life Membership shall be exempt from payment of any further subscription but shall nevertheless have the same voting rights as an Ordinary Member.

3.4   Associate Members

3.4.1   Any adult person who is a member of a club or association which has an arrangement with the Club relating to reciprocal membership rights shall be eligible to be an Associate Member of the Club provided he or she shall comply with the conditions laid down pursuant to Article 3.4.2.

3.4.2   (a)   To apply for associate membership an applicant shall comply with such requirements as determined by the Board from time to time.

   (b)   Notwithstanding anything to the contrary contained in Article 3.4 the Board may in its absolute discretion refuse any application for associate membership.

3.4.3   Notwithstanding anything to the contrary contained in Article 3.4.2 no application for associate membership must be accepted if it appears from the application that, or if in the opinion of the Board, the applicant for membership is a nominee of another person or is acting as trustee for any other person(s) in relation to the application.

3.5   Authorised Gaming Visitor

3.5.1   Any person may be admitted to any licensed premises of the Club as an Authorised Gaming Visitor provided he or she shall comply with the conditions laid down pursuant to Article 3.5.2.

3.5.2   (a)   To apply for admission as an Authorised Gaming Visitor an applicant shall comply with such requirements as determined by the Board from time to time.

   (b)   Notwithstanding anything to the contrary contained in Article 3.5.2(a) the Board must provide that it is a requirement of admission as an Authorised Gaming Visitor that the applicant:

(i)   is not a member of the Club or the guest of a member of the Club;
(ii)   produces evidence of his or her residential address before being admitted to any licensed premises of the Club;
(iii)   resides more than five (5) kilometres from any licensed premises of the Club;
(iv)   carry identification at all times whilst on any licensed premises of the Club;
(v)   must sign the authorised gaming visitors book kept at any licensed premises of the Club with their current registered address; and
(vi)   complies with all the rules of the Club whilst on any licensed premises of the Club.

3.5.3   Notwithstanding anything to the contrary contained in Article 3.5 the Board may in its absolute discretion refuse any application for admission as an authorised gaming visitor.

3.5.4   An Authorised Gaming Visitor is not a member of the Club.

3.6   Cricket Member

3.6.1   Any person shall be eligible to be a Cricket Member of the Club provided he or she shall comply with the conditions laid down pursuant to Article 3.6.2.

3.6.2   (a)   To apply for cricket membership an applicant shall comply with such requirements as determined by the Board from time to time;

   (b)   Notwithstanding anything to the contrary contained in Article 3.6 the Board may in its absolute discretion refuse any application for cricket membership.

3.6.3   Notwithstanding anything to the contrary contained in Article 3.6.2 no application for cricket membership must be accepted if it appears from the application that, or if in the opinion of the Board, the applicant for membership is a nominee of another person or is acting as trustee for any other person(s) in relation to the application.

3.6.4   No member of the Club other than a Cricket Member must:

(a)   participate in the cricket activities of the Club; or
(b)   appoint members of the Cricket Committee.

3.6.5   Notwithstanding anything to the contrary contained in these Articles the number of Cricket Members must not exceed twenty per centum (20%) of the total number of members of the Club entitled to vote.

3.7   Gaming Member

3.7.1   Any adult person shall be eligible to be a Gaming Member of the Club provided he or she shall comply with the conditions laid down pursuant to Article 3.7.2.

3.7.2   (a)   To apply for gaming membership an applicant shall comply with such requirements as determined by the Board from time to time;

   (b)   Notwithstanding anything to the contrary contained in Article 3.7 the Board may in its absolute discretion refuse any application for gaming membership.

3.7.3   Notwithstanding anything to the contrary contained in Article 3.7.2 no application for gaming membership must be accepted if it appears from the application that, or if in the opinion of the Board, the applicant for membership is a nominee of another person or is acting as trustee for any other person(s) in relation to the application.

3.7.4   A Gaming Member of the Club shall be entitled to enter any licensed premises of the Club for the purpose of operating gaming machines lawfully installed therein and for the purpose of access to the licensed facilities of the Club.

3.8   Multiple Membership Tickets

3.8.1   Notwithstanding Article 3.9, nothing in these Articles shall prevent a member holding more than one Membership Ticket.  If a member holds more than one Membership Ticket they shall, for the purposes of these Articles, be referred to as a Multiple Ticket Holder.

3.8.2   The Board may, from time to time, determine the terms and conditions upon which a member may be a Multiple Ticket Holder and there may be different terms and conditions determined for different categories of Multiple Ticket Holders including, without limitation:

(i)   members of such coterie or supporter groups as exist from time to time;

(ii)   persons, firms or corporations that are sponsors of the Club;

(iii)   directors and employees of the Club.

3.8.3   Nothing in these Articles shall entitle a Multiple Ticket Holder to exercise more than one vote at any meeting or in any election of the Club.

3.8.4   Notwithstanding Article 3.2.3, a Multiple Ticket Holder may, not later than 30 June in each year, nominate in writing to the Secretary a natural person to exercise that Member's vote at any meeting or in any election of the Club.

3.9   Admission to Home Games

Every member of the Club other than a Gaming Member, Associate Member or Visiting Member shall be entitled to receive from the Club a ticket which shall entitle him or her to be admitted to all Australian Football League matches which are designated by the Club as home matches.

3.10   Honorary and Temporary Members

A person shall not be admitted as an honorary or temporary member of the Club unless the person is of a class specified in the Articles and the admission is in accordance with the Articles.

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4.   SUBSCRIPTION

4.1   Payment of Subscription

4.1.1   Subscriptions for members of the Club must be paid before the 31st day of August in each year.

4.1.2   Any member entitled to vote pursuant to these Articles who has not paid his or her subscription before the date outlined in Article 4.1 shall not be eligible to vote at any meeting or in any election of the Club.

4.1.3   No Ordinary Member who owes any money to the Club for fines or otherwise shall be entitled until payment of the same to vote at any meeting or upon any ballot.

4.1.4   A person shall not be exempted from the obligation to pay the ordinary subscription for membership of the Club unless the person is of a class specified in the Articles and the exemption is in accordance with the Articles..

4.2   Amount of Subscription

4.2.1   The annual subscription of the Club for Ordinary Members, Cricket Members, Gaming Members, Associate Members, Junior Members or Visiting Members shall be such sum as is fixed by the Board from time to time.

4.2.2   The annual subscription of the Club for Cricket Members may in the Board's absolute discretion differ from the annual subscription for Ordinary Members.

4.2.3   In the event that the Board fails in any year to exercise the discretion referred to in Article 4.2.2 the annual subscription for Cricket Members in that year shall be identical with the annual subscription for Ordinary Members in that year.

5.   REGISTER OF MEMBERS

5.1   The Club shall cause to be kept on the Club premises a Register of Members.

5.2   Upon acceptance of an application for membership the General Manager and/or Secretary shall cause the relevant member's name and address to be entered in the Register of Members.

6.   ANNUAL GENERAL AND EXTRAORDINARY GENERAL MEETING

6.1   Annual General Meeting

An Annual General Meeting of the members of the Club shall be held not earlier than the 1st day of November nor later than the 30th day of January following the end of the Financial Year of the Club.  Twenty-eight (28) days at least before the holding of such Meeting, the Secretary by notice to each member as required by section 249J of the Act and by advertisement in a daily newspaper, shall give notice of the date, time and place at which the meeting is to be held and of any special business which the Board intends to submit thereat.  The business to be dealt with at such Meetings shall be the reception and consideration of the Board's Report and Balance Sheet and Statements of Receipts and Expenditure, the election of members of the Board in place of those who retire by rotation or otherwise, the presentation of testimonials, and the consideration of any business of which notice has been given by advertisement as aforesaid or of which fourteen days' notice has been given in writing to the Secretary signed by any ten registered members.  A copy of every such notice given in writing as aforesaid shall be kept posted up at the Club rooms until the date of the Meeting.  A printed copy of the Report and Balance Sheet and Statement of Receipts and Expenditure shall be available to the Members of the Club at least fourteen days prior to the Annual General Meeting.

6.2   The abovementioned General Meeting shall be and is herein called the Annual General Meeting, and all other Meetings of the Ordinary Members called as provided in Article 6.4 hereafter shall be and are herein called Extraordinary General Meetings.  No person other than a member of the Club able to produce evidence of membership prior to admission, may be admitted to an Annual General Meeting or Extraordinary General Meeting of the Club.

6.3   Proxies

A member entitled to vote may appoint a proxy to vote at a meeting of the Club which proxy need not be a member of the Club.

6.3.1   The instrument appointing a proxy shall be in writing under the hand of the appointor and unless otherwise provided in these Articles by the Board shall be deposited at the registered office of the Club or at any other place as is specified for that purpose in the notice convening the meeting not less than 48 hours before the time for holding the meeting or taking of a poll at which the person named in the instrument proposed to vote and in default the instrument of proxy shall not be treated as valid.

6.3.2   (a)   Every instrument of proxy whether for a specified meeting or otherwise shall be addressed to the Club in the form or to the effect as follows:

      RICHMOND FOOTBALL CLUB LIMITED

      Proxy

I
of
being a member of the Club entitled to vote HEREBY APPOINT

of
(or failing him)
of
as my proxy to vote for me and on my behalf
at the Annual General/Extraordinary Meeting
of the Club to be held on the                day of
19       and at any adjournment thereof.

This form is to be used in favour of/against * the resolution.

*Strike out whichever is not applicable.

Unless otherwise instructed the proxy may vote as he thinks fit.

AS WITNESS my hand this             day of                              19

SIGNED by the said
in the presence of:

or in any other form as the Board may from time to time prescribe or in a particular case accept.

   (b)   Any instrument of proxy in which the name of the appointee is not filled in shall be deemed to be given in favour of the Chairman of the meeting to which it relates.

6.3.3   The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

6.3.4   The Chairman of a meeting may require any person acting as a proxy to establish to the satisfaction of the Chairman that he is the person nominated as proxy in the form of proxy lodged pursuant to these Articles and failing compliance therewith that person may be excluded from voting either upon a show of hands or upon a poll.

6.4   Extraordinary General Meeting

6.4.1   Subject to section 249D of the Act, on a requisition in writing signed by at least one hundred members with their addresses and their membership ticket numbers, being delivered to the Secretary, he shall within twenty-one days from receiving such requisition call an Extraordinary General Meeting of the members of the Club by giving fourteen days notice of the same by advertisement in the daily press.  The requisition must state precisely the objects of such meeting including any resolution to be proposed and such objects shall appear in the advertisement in the same or a more abbreviated form.

6.4.2   The Board shall have power to call an Extraordinary General Meeting of the Club whenever it may have matters under consideration upon which it seems necessary or desirable to obtain the ruling of the members.  The same notice shall be given as provided for an Extraordinary General Meeting called on a requisition of members.

6.5   Exercise of Powers of General Meeting

Anything which under these Articles or under the Act may be done by the Club or a Company in general meeting, may be done either at an Annual or Extraordinary General Meeting provided that due notice be given in accordance with these articles.

6.6   Quorum

6.6.1   One hundred (100) members shall constitute a quorum at an Annual General Meeting and two hundred (200) members shall constitute a quorum at an Extraordinary General Meeting.  For the purpose of Article 6 the term "member" includes a member present personally or by proxy.

6.6.2   No business shall be transacted at an Annual General Meeting or at an Extraordinary Meeting unless a quorum be present at the commencement of and throughout the transaction of business.   
 
6.6.3   If within half an hour from the time appointed for either an Annual General Meeting or an Extraordinary General Meeting a quorum is not present, the meeting:

(a)   if convened upon a requisition pursuant to Article 6.4.1 shall be dissolved and
(b)   in any case other than a meeting referred to in Article 6.6.3(a), shall stand adjourned to the same day in the next week at the same hour and place and if at such adjourned meeting a quorum is not present, those members who are present shall constitute a quorum and may transact the business for which the meeting was called.

6.7   When President not Present

The President shall be entitled to take the chair at every meeting whether an Annual General Meeting or an Extraordinary General Meeting but if there be no President or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting or being present shall decline to take the chair, the Vice President shall be Chairman thereof or if there is no Vice President present or willing to act then some other member of the Board shall be chosen and if no member of the Board shall be chosen and if no member of the Board be present or if all the members of the Board present decline to take the chair, then the ordinary members present shall choose someone of their number to be Chairman.

6.8   Power to Adjourn General Meeting

The Chairman may with the consent of the meeting adjourn any meeting from time to time and place to place but no business shall be transacted at any such adjourned meeting other than the business left unfinished at the meeting from which adjournment took place.

6.9   Declaration of Chairman Conclusive

At any Annual or Extraordinary General Meeting, a resolution put to the vote of the Meeting shall be decided upon a show of hands unless a poll is demanded (whether before or after the declaration or the result by a show of hands) by the Chairman or by not less than five members personally present and unless a poll is so demanded, a declaration by the Chairman 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 proceedings of the Club, shall be conclusive evidence of the fact without proof of the number of or proportion of the votes recorded in favour of or against that resolution.

6.10   Poll

If a poll is demanded in the manner aforesaid the same shall be taken in such manner as the Chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

6.11   Chairman's Decision on a Question of Procedure

At all meetings when questions of order and procedure shall arise, the ruling of the Chairman of the meeting shall be accepted as final.

6.12   Alteration of Articles

No new Article or alteration of any Article shall be made except by a three-fourths majority of votes recorded either in person or by proxy at an Annual General Meeting or an Extraordinary General Meeting called for the purpose in accordance with the Act.

7.   VOTING AT MEETINGS

7.1   Any Ordinary Member may record his vote personally or by proxy at either an Annual General Meeting or an Extraordinary General Meeting.

7.2   Subject to these Articles an Ordinary Member will be entitled to vote once their name has been entered on the Register of Members in accordance with Article 5.

7.3   Every Life Member and Ordinary Member shall have one vote only but in the case of an equality of votes the Chairman at any Meeting shall have a casting vote in addition to his vote as a member.

7.4   Notwithstanding anything in these Articles, Junior Members, Gaming Members, Associate Members, Visiting Members and Authorised Gaming Visitors shall not be eligible to vote at any meeting or in any election of the Club nor shall they count for the purposes of the quorum.

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8.   BOARD OF DIRECTORS

8.1   Composition of the Board

8.1.1   Subject to the provisions of these Articles and Article 14 the management of the Club shall be vested in the Board which shall consist of nine members of the Board (including the President, Vice President and the Treasurer) and at each Annual General Meeting one-third of the members shall retire from office and be eligible for re-election.  The members of the Board to retire each year shall be those longest in current office since their last election; as between members elected on the same day, those to retire shall be determined by agreement amongst themselves or, failing such agreement, by lot.  Any casual vacancy occurring on the Board may be filled by it, but the person so chosen shall be subject to retirement at the same time as if he had become a member of the Board on the day on which the other member of the Board in whose place he has appointed or was last elected to the Board.

8.1.2   Subject to these Articles, each member shall be elected for a term of three (3) years and shall then be eligible for re-election.

8.1.3   The Board shall have sole charge of all affairs of the Club and shall appoint and dismiss all officers and servants of the Club and shall have the power to do all such things as may appear to the Board to be necessary for the efficient management of the Club and the administration of its affairs.

8.1.4   The appointment of any member of the Board is subject to and conditional upon the authorisation and consent of the Liquor Licensing Commission and the Victorian Casino and Gaming Authority.

8.1.5   A member who is at 31 December in the year in which the election is held, less than 18 years of age or who is a Gaming Member, Associate Member, Visiting Member or Authorised Gaming Visitor shall not be eligible to stand for election for a position on the Board.

8.2   Election of Board

8.2.1   The Board shall be elected from the class of members who can vote constituting not less than 60% of the total membership of the Club excluding temporary or honorary members and persons who are members by reason only of reciprocal arrangements with another club and persons whose rights as members are limited to rights as social, gaming, or neighbourhood members.

8.2.2   Expired

8.2.3   The election of members of the Board shall take place in the following manner:

(a)   Where not inconsistent with the provisions hereinbefore contained, all nominations of members of the Board shall be in writing and signed by the candidate who shall be a member of the Club, and by two Ordinary Members of the Club, (other than Junior Members) and shall be delivered to the General Manager or Secretary not later than 8pm on a day twenty one (21) days before the Annual General Meeting.  Nominations may be withdrawn in writing not later than five clear days prior to the date of election.

(b)   A list of candidates' names in alphabetical order, with the proposers' and seconders' names, shall be posted in a conspicuous place in the registered office of the Club for at least  fourteen (14)days immediately preceding the date set for the election.

(c)   A voting paper shall be prepared (if necessary) containing the names of the candidates in alphabetical order, and each member shall be entitled to vote for any number of such candidates not exceeding the number of vacancies.  Votes shall be counted using the "First Past the Post' method, in accordance with any by-laws.

(d)   The Returning Officer appointed under Article 8.2.4 or, at the direction of the Returning Officer, the General Manager or Secretary must send a notice of the election and a voting paper to each member on the Register who under Articles 4 and 7 is eligible to vote.  The notices and voting papers shall be sent to the address of the member appearing in the register and the election shall not be invalidated or otherwise called into question by reason only that the notices and voting papers are undelivered or undeliverable.  The notice of the election must include instructions to the member to fill in the voting paper and sign it, and forward it to the Returning Officer by post, courier or facsimile transmission to the place nominated by the Returning Officer for that purpose so that it reaches the Returning Officer on or before 5.00pm on the date set for the election.

(e)   In the case where there shall not be sufficient number of candidates nominated:
(i)   all nominees shall be deemed to have been elected;
(ii)   the vacancies may be filled at the annual general meeting then being held provided that a motion to do so is carried by a seventy-five per cent (75%) majority of those present and entitled to vote;
(iii)   if such a motion is not carried the vacancies may be filled by the Board.

8.2.4   The election of members of the Board shall be held on the Friday immediately prior to the date set for the Annual General Meeting, provided that there shall be not less than two (2) working days between the date of election and the date of the Annual General Meeting.

8.2.5   The Board must appoint a Returning Officer to conduct the election.  The Returning Officer shall be the appointed Auditor of the Club, from time to time,  or, in his absence of unwillingness to act, the Board shall appoint a person of independent standing as Returning Officer.

8.2.6   The General Manager or Secretary of the Club shall provide the Returning Officer a correct list of names and addresses of all members of the Club who, under Articles 4 and 7, are eligible to vote, in accordance with the Register together with the number of the membership ticket of each member before the time of the election of members of the Board for the ensuing year.

8.2.7   (a)   When questions of order or procedure arise during the conduct of the election, the decision of the Returning Officer shall be final.
   (b)   The Board may, from time to time, under Article 12, make by-laws in relation to any matter related to the election of the Board.

8.2.8   Voting shall be by post.  Members who wish to vote must fill in the voting paper and sign it and forward it to the Returning officer  by post, courier or facsimile transmission to the place nominated by the Returning Officer for that purpose so that it reaches the Returning Officer on or before 5.00pm on the date set for the election.

8.2.9   The Returning Officer shall count the votes cast and may do so progressively as voting papers forwarded to the Returning Officer are received.  At the conclusion of the counting of all votes cast under Article 8.2.8, the Returning Officer shall announce the results which will be confirmed by the Returning Officer at the Annual General Meeting.  Each candidate  may nominate a person to act as a scrutineer during the counting of the votes by the Returning Officer.  Candidates may not act as scrutineers.

8.2.10   A member of the Board shall not be nominated for any other office unless he shall first have submitted his resignation in writing prior to the closing date of nominations.

8.2.11   No persons shall be nominated for more than one office at the same election.

8.2.12   A member who is a Junior Member, Gaming Member, Associate Member, Visiting Member or Authorised Gaming Visitor only, shall not be eligible to stand for election for a position on the Board.

8.2.13   Whilst and so long as the Club is the holder of a licence under the Liquor Control Act (1987) or any re-enactment or amendment thereof, the Club and/or a member of the Board or other Officers or Members are prohibited from appointing any member of the Board either in substitution for or in addition to the member of the Board in office at the time the Club shall become the holder of such licence until the name, address and occupation of such person proposed to be appointed as a member of the Board have been submitted in writing to the Registrar of the Liquor Licensing Commission, and to the Licensing Inspector for the Police Division in which the licensed premises are situated and every such person has been approved by the Liquor Licensing Commission.

8.2.14   Whilst and so long as the Club is the holder of a Licence under the Gaming Machine Control Act (1991) or any re-enactment or amendment thereof, the Club and/or a member of the Board or other Officers or Members are prohibited from appointing any member of the Board either in substitution for or in addition to the member of the Board in office at the time the Club shall become the holder of such licence until the name, address and occupation of such person proposed to be appointed and all other required details have been submitted in writing to the Victorian Casino & Gaming Authority and every such person has been approved by the Victorian Casino & Gaming Authority.



9.   GENERAL POWERS OF THE BOARD AND MEETINGS

9.1   Powers of the Board

9.1.1   The Board shall have sole charge of all affairs of the Club.

9.1.2   The Board shall appoint and dismiss all officers and servants of the Club and shall have the power to do all such things as may appear to the Board to be necessary for the efficient management to the Club and the administration of its affairs.

9.2   Meetings of the Board

9.2.1   The Board shall meet at least once a month during the playing season and at other such times as may be deemed necessary for the transaction of Club business, and for the purpose of such meetings, six members of such Board shall constitute a quorum.  In the event of that number not being present thirty minutes after the time appointed for any meeting, the minutes after the time appointed for any meeting the meeting shall lapse and business contained in the Agenda shall take precedence over all other business at the next meeting of the Board.  All members of the Board shall be entitled to vote at all Board meetings.

9.2.2   Upon a requisition in writing signed by three members of the Board setting forth the objects for which they desire the meeting to be called, the Secretary shall convene a Special Meeting of the Board to be held not later than seven days from the date of receipt by him of such requisition.  Notice of such meeting shall be given to members of the Board by letter addressed to the last-known address of each member and shall state the business to be dealt with at such meeting.

9.2.3   Subject to these Articles questions arising at any meeting of the Board shall be decided by a majority of votes and a determination by a majority of the members of the Board shall for all purposes be deemed a determination of the Board.  In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote provided however that the provision of this Article shall be read subject to the provisions of Article 14.

9.2.4   All acts done by any meeting of the Board or by any person acting as a member of the Board shall except insofar as the Article is affected by provisions of the Act notwithstanding that it be afterwards discovered that there was some defect in the appointment of any every such person acting as aforesaid, be as valid as if every such person has been duly appointed.

9.2.5   All normal minute books recording resolutions and proceedings of all meetings of the Club or of the Board, all other books required to be kept by law, and correct accounts and books showing the financial affairs of the Club and the particulars usually shown in books of account, shall be kept at the direction of the Board.

10.   EXCLUSION OF PAYMENTS TO OFFICER OR SERVANT OF CLUB

An officer or officers of the Club or a servant of the Club may not receive any payment by way of commission or allowance from the recipients of the Club for the sale and disposal of liquor.

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11.   COMMITTEES

11.1   The Board may appoint such Committees as it so requires to deal with such matters as the Board determines.  The powers duties and terms of reference of any such Committee shall be determined by the Board.  Unless the Board otherwise determines, the Chairman of all such Committees other than the Selection and Match Committee, shall be a member of the Board.

11.2   In the event of the appointment of a member of the Board or members of the Board pursuant to Article 14.1 or Article 14.4 hereof, any decision of any committee appointed by the Board shall take effect only if approved by the Board.

11.3   Upon appointment of a member of the Board or members of the Board pursuant to Article 14.1 or Article 14.4 hereof, the powers of any committee appointed by the Board pursuant to Article 11.1 shall be vested in the Board and the Board may if it so determines delegate those powers to a committee.

11.4   Whilst and so long as the Club conducts Cricket activities the Board shall appoint a Cricket Committee.

11.4.1   The Cricket Committee shall comprise:

(a)   a Football Director appointed by the Board;
(b)   the Director Responsible for Cricket; and
(c)   two (2) Members each appointed by a majority of not less than 75% of Cricket Members.

11.4.2   The Cricket Committee shall:

(a)   report to the Board on the operation of cricket activities;
(b)   subject to the approval of the Board, establish and maintain budgets in respect of the cricket activities of the Club;
(c)   submit to the Board candidates for appointment as delegates to the Victorian Cricket Association; and
(d)   perform such other functions in relation to the cricket activities of the Club as the Board may determine from time to time.

11.4.3   The Football Director(s) shall be a member of the Club and shall be appointed for such period as the Board determines from time to time.

11.4.4   (a)   The Director Responsible for Cricket shall be appointed by the Board from time to time; and

   (b)   subject only to the appointment by the Board of the Director Responsible for Cricket from among the Board's duly elected members, the Director Responsible for Cricket is not a member of the Board.

11.4.5   The Director Responsible for Cricket shall:

(a)   be responsible for the cricket activities of the Club; and
(b)   be the chairman of the Cricket Committee.

12.   BY-LAWS

12.1   In addition to powers given it elsewhere in these Articles to make by-laws, the Board shall also have power from time to time to make, alter, amend and repeal any or all such by-laws as it may deem necessary for the proper conduct and management of the Club and the regulations of its affairs and in particular but not exclusively, it may be such by-laws regulate:
(a)   The times of opening and closing any rooms or buildings or grounds belonging to the Club or any part thereof.

(b)   The terms, as to payment or otherwise, of admission to members to participation in the benefit of any of the privileges of the Club, and the use by or supply to the members of any of the property of the Club.

(c)   The payment of all monies (other than subscriptions and entrance fees) payable to members to the Club, including the charging and payment of interest on overdue accounts.

(d)   The setting apart of any part or parts of the Club premises for particular purposes and the regulation of all games on the Club's premises.

(e)   The conduct of members of the Club in relation to one another and to the servants of the Club.

(f)   The duties and functions not defined by these Articles of any officer of the Club.

(g)   The procedure at or order of business of General Meetings of the Club and the Meetings of the Board and any Committee not elsewhere prescribed in these Articles.

(h)   Generally all such matters as are commonly the subject matter of Club rules.

(i)   Provided that no by-laws shall be inconsistent with or shall effect or repeal anything contained in the Memorandum or Articles of Association and that any by-laws may be set aside by a special resolution of any Annual General Meeting or Extraordinary General Meeting of the Club.

12.2   The Board shall adopt such means as it shall deem sufficient to bring to the notice of members of the Club all such by-laws, amendments and repeals of same, including posting of a copy thereof in a conspicuous place in the Club premises, and all such by-laws so long as they shall be in force, shall be binding upon all members of the Club.

13.   DISQUALIFICATION OF MEMBERS OF THE BOARD OF DIRECTORS

The office of a member of the Board shall be ipso facto vacated:

(a)   If he becomes bankrupt.
(b)   If he be declared lunatic or be confined in a lunatic asylum or in gaol as a lunatic.
(c)   If he be convicted of any felony or misdemeanour.
(d)   If he becomes from any cause incapable of attending to his duties.
(e)   If he commits any act in breach of any of these Articles or the by-laws of the Club rendering his membership liable to forfeiture or suspension.
(f)   If he shall be absent from three consecutive Board meetings without the consent of the Board.
(g)   If the Members by Ordinary Resolution at either an Annual General Meeting or Extraordinary General Meeting vote to disqualify a member of the Board, even though the member's term has not expired.  The Members may then at any such meeting vote to appoint another party to the office of member of the Board.

14.   APPOINTMENT OF ADMINISTRATOR

14.1   If at any time pursuant to the provisions of any licence agreement entered into by the Club with the Australian Football League, the Australian Football League is entitled to appoint one or more administrators of the Club or of the assets, property and rights of the Club, the Australian Football League may by notice in writing deliver to the registered office of the Club appoint one or more persons as members of the Board.

14.2   Upon the delivery of a notice in writing pursuant to Article 14.1:
   
14.2.1   the persons holding office as members of the Board immediately prior to delivery of such notice shall cease to hold office as such;

14.2.2   the person or persons names in such notice shall become the sole members of the Board and shall comprise the Board and the management of the Club shall be vested in him or them.

14.3   The President of the Club and the Treasurer, notwithstanding that he or she ceased to hold office as a Member of the Board and save as may otherwise be determined by the member of the Board or members of the Board appointed pursuant to Article 14.4, continue in office as President, Vice President or Treasurer respectively, but shall not thereby have any rights to vote at any meeting of the Board.

14.4   The Australian Football League may at any time by notice in writing delivered to the registered office of the Club remove any member of the Board or members of the Board appointed pursuant to Article 14.1 and appoint another member of the Board or members of the Board in his or their stead.

14.5   At any meeting of the Board convened during the term of office of any member of the Board or members of the Board appointed pursuant to Article 14.1 or Article 14.4, the member of the Board or members of the Board appointed pursuant to the said Article 14.1 or Article 14.4 shall constitute a quorum, notwithstanding anything contained in Article 9.2.1 hereof.

14.6   The member of the Board or members of the Board appointed pursuant to Article 14.1 or Article 14.4 may at any time retire as such member of the Board or members of the Board.  Immediately prior to such retirement he or they shall call a General Meeting of the Club.

14.7   The General Meeting of the Club called pursuant to Article 14.6 shall elect nine persons to be Members of the Board as though such General Meeting were an Annual General Meeting.  Upon the election of such nine members of the Board, the member of the Board or members of the Board appointed pursuant to Article 14.1 or Article 14.4 shall cease to hold office as such and the nine Board members so elected shall become the sole members of the Board of the Club subject to their right to appoint an additional member of the Board as contemplated by Article 8.1.1 which shall then comprise the Board and shall hold offices such until the next Annual General Meeting of the Club when the Board shall be re-elected in accordance with the requirements of Article 8 hereof.

14.8   In circumstances of conflict between any provision contained in this Article and any other provision in these Articles, the provisions in this Article shall prevail.

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15.   OFFICE BEARERS

15.1   Patrons

The Board may appoint as a patron of the Club any office bearer or former office bearer of the Club who in the opinion of the Board has performed outstanding service to the Club.  The appointment shall be for the life of the patron or until his resignation.  Provided that if the Board by a three-fourth's majority of those present at a meeting specially convened for that purpose by at least three days notice in writing shall decide that a patron shall cease to hold such office.  There shall not be at any one time more than two patrons holding office.  In the event of the death of a patron or in the event of a resignation the Board may appoint another patron but it shall not be necessary to do so.

15.2   President

The President shall be a member of the Club and shall be chosen by the Board from amongst its duly elected members at the first board meeting following the Annual General Meeting of each year.  The President shall hold office for a period of three (3) years from the date of his election.  The President shall (except where a member of the Board or members of the Board have been appointed pursuant to Article 6.7 take the chair at all General and Board Meetings.  In the event of the appointment of a member of the Board or members of the Board pursuant to Article 8.1.1, such member of the Board (or if more than one a member of the Board chosen by such members of the Board) shall during his or her tenure of office take the chair at all meetings.

15.3   Vice President

The Vice President shall be a member of the Club and shall be chosen by the Board from amongst its duly elected members at the first Board Meeting in each year.  The Vice President shall hold office from year to year but he shall be eligible to serve as Vice President in one or more successive or non-successive years as the case may be, if so chosen by the Board.

15.4   General Manager and/or Secretary

The General Manager and/or Secretary, who must be a member/members of the Club, shall be appointed by the Board for such period as the Board may determine at such remuneration as the Board may determine.  The General Manager and/or Secretary shall at all times carry out such directions as are lawfully given at the meeting of the Club and its Board, and keep all necessary and proper records of such meetings of the Club and its Board and of all such other matters as relate to the management of the Club.  The General Manager and/or Secretary shall not be a member/members of the Board and shall not be entitled to vote at Board meetings.

15.5   Treasurer

The Treasurer shall be a member of the Club and shall be chosen by the Board from among its duly elected members at the first Board meeting following the Annual General Meeting of each year.  The Treasurer shall hold office from year to year but he shall be eligible to serve as Treasurer in one or more successive or non-successive years as the case may be if so chosen by the Board.  The duties of the Treasurer shall be to report to any administration and finance committee established by the Board and report to the Board or such other committee determined by the Board, as and when required by the Board, obtain reports from the General Manager on such matters as the Treasurer or the Board may determine and present the accounts.

15.6   A Junior Member, Gaming Member, Associate Member or Authorised Gaming Visitor shall not be eligible to be appointed as an Office Bearer of the Club.

15.7   Wherever in these Articles there is reference to the "Secretary" or to the "General Manager" the same shall, if the said offices be filled by the one person, be read as referring to that person.

16.   DISCIPLINARY POWERS

16.1   It shall be the duty of all members to observe and comply with the Club's Articles for the time being and all by-laws made by the Board thereunder.  No member shall remove any of the property of the Club from the Club rooms without the consent of the Board or in any way damage or injure any of the Club's property.  The damage sustained by the Club through any infringement of this Article may be assessed by the Board and notice of such assessment shall be given to the member or members concerned.  Every such assessment shall be final and binding upon such member or members and the amount thereof shall forthwith be paid to the Club, failing which it shall be recoverable by action at law.

16.2   If in the opinion of the General Manager, a member shall have wilfully infringed these Articles or any of the by-laws made hereunder, or shall have been guilty of unbecoming or dishonourable conduct, or conduct prejudicial to the good order and discipline of the Club, then such General Manager is empowered to request such member to desist from the infringement or conduct complained of or he may, if in his opinion it is appropriate, request such member to leave the Club premises forthwith.  He shall thereupon make a written report of the infringement or conduct and of the action taken to the President or failing him to the Deputy President who may then direct the General Manager to inform the member in writing that his membership has been suspended pending a full enquiry by the Board into the infringement or the conduct complained of.  Such written notice to the member shall confirm his suspension and shall set out in substance the infringement or complaint and the report thereon made to the Board by the General Manager.  The member may make an explanation in writing or he may upon notice to the General Manager appear personally before the Board for the purpose of making an explanation.  If in the opinion of the Board the member shall have been guilty of a wilful infringement of these Articles or any by-law made hereunder, or of unbecoming or dishonourable conduct, or conduct prejudicial to the good order and discipline of the Club, the Board is hereby empowered to discipline such member in manner following:
(a)   By cautioning such member.
(b)   By reprimanding such member.
(c)   By fining such member a sum not exceeding $20.00 in respect of each infringement or act of misconduct or conduct prejudicial.
(d)   By suspending such member from the privileges of the Club for a period not exceeding six months.
(e)   By requesting such member to tender his resignation.
(f)   In the event of such member failing to tender his resignation within seven days of being so requested by the Board, by expelling such member.

16.3   No member who has been expelled from the Club shall be permitted to enter the Clubrooms, and any member knowingly introducing such a person may be fined, suspended or expelled from the Club by the Board.

17.   PROFITS TO BE APPLIED IN PROMOTION OF THE OBJECTS OF THE CLUB

All profits (if any) and other income of the Club shall be applied solely in promoting its objects and no dividend, gift, division or bonus in money or other equivalent by way of profit or otherwise shall be paid or made by the Club unto or among any of the members except to the persons and in the circumstances set out in paragraph 4 of the Memorandum of Association.

18.   COMMON SEAL

The Board shall provide for the safe custody of the Common Seal and it shall never be used except by the authority of the Board or of a committee thereof previously given and in the presence of a member of the Board who shall sign every instrument to which the Seal is affixed and every such instrument shall be countersigned by another member of the Board, the Secretary or some other person appointed for the purpose by the Board.

19.   INDEMNITY

19.1   Every person who is or has been a member of the Board of the Club shall be indemnified by the Club against (and it shall be the duty of the Board members out of the funds of the Club to pay) all liabilities which the person may incur as such a member of the Board to any other person (other than the Club or a related body corporate) unless the liability arises out of conduct involving a lack of good faith.

19.2   Every person who is or has been a member of the Board of the Club shall be indemnified out of the assets of the Club against any liability for costs and expenses incurred by the person in defending any proceedings whether civil or criminal in which a judgment is given in the person's favour or in which the person is acquitted or in connection with any application in relation to such proceedings in which the Court grants relief to the person under the Act.

19.3   The Club may pay a premium in respect of a contract insuring a person who is or has been a member of the Board of the Club against:
   19.3.1   any liability incurred by the person as such a Board member which does not arise out of wilful breach of duty in relation to the Club or a contravention of section 232(5) or 232(6) of the Act; and

   19.3.2   any liability for costs or expenses incurred by the person in defending proceedings, whether civil or criminal and whatever their outcome.

20.   AUDITOR

Once in every year the accounts of the Club shall be examined by an Auditor or Auditors who shall be appointed in accordance with the Act.  Such Auditor shall not be disqualified from holding such office by reason of him being a member of the Club.  The Board may also from time to time appoint an Internal Auditor who may be (although not necessarily) a member of the Board.

21.   VISITING MEMBERS

21.1   Members of the Club may bring Visiting Members to Club premises in respect of which a venue operator's licence under the Gaming Machine Control Act (1991) is not held in accordance with this Article and subject to the Board's approval.

21.2   The name of all Visiting Members and names of Members introducing them shall be recorded in a book kept for that purpose and the Member shall be responsible for the Visiting Members' conduct and any damage that Visiting members may cause whilst in the Club.  Such Visiting Members may only remain in the Club during the pleasure and in the presence of the Member introducing them to the Club.

21.3   Members of the Club may not bring more than five Visiting Members to the Club on each visit unless otherwise authorised to do so by the Board.

21.4   A Member may introduce to the Club more than five Visiting Members on any one day but only on an occasion or occasions where such Member has arranged a function approved of by the Board.

21.5   A person shall not be introduced as a Visiting Member on more than four occasions in any one year but this restriction shall not apply to the spouse, partner or children of a Member.

21.6   Members introducing Visiting Members are held responsible for their good conduct and also for any debts contracted by them to the Club.

21.7   Visiting Members shall not be supplied with liquor on the Club premises unless the Visiting Member is:
(i)   in the company of a member;
(ii)   an Authorised Gaming Visitor;
(iii)   at a particular function or occasion in respect of which a limited licence has been granted under the provisions of section 52 of the Liquor Control Act 1987.

21.8   No liquor shall be sold or supplied to any Visiting Member under eighteen years of age.

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Amendments to Board Election by-laws
richmondfc.com.au
Fri 16 October, 2009

The Richmond Football Club Board has revised the Club’s election by-laws.
 
The revised by-laws will allow a more streamlined and cost-effective process in the conduct of a board election. 

Consequently, members should have a greater period of time in which to cast their vote and return their ballot.
 
The revised by-laws require each candidate to submit their campaign information (limited to 100 words) to the Returning Officer to be included in a brochure which will be issued by the RFC. The brochure will also include the notice of the AGM, voting instructions, the voting form, and campaign information for all candidates participating in the election.
 
Each candidate will be required to pay for an equal proportion of the cost of producing the brochure.
 
Previously each candidate was required to produce at their cost one A4 page containing their campaign information, together with copies thereof, for distribution by the RFC to members eligible to vote.
 
This revised method of distribution of campaign information is consistent with that adopted in board elections of other similar organizations.
 
The amended Richmond Football Club Board election by-laws can be viewed below.
 
Should any member require further information relating to the revised election by-laws, they should contact Gary March through the Club.

Amended Richmond Football Club Board election by-laws (pdf, 68kb)


http://www.richmondfc.com.au/news/newsarticle/tabid/6301/newsid/86259/default.aspx