Bylaw 11 – Resolutions
Any resolutions or motions to commit the club to any position or action shall first be reviewed and approved by the board. If resolutions or motions are first offered at a club meeting, they shall be sent to the board without discussion.
Bylaw 12 – Amendments
These bylaws may be amended by the affirmative vote of not less than two-thirds of all voting members present and voting at any regular meeting of the club, a quorum being present, and all members having received at least seven (7) days notice of the business proposed to be considered. No amendment or addition to these bylaws can be made which is not in harmony with the club constitution and with the constitution and bylaws of Rotary International.
Bylaw 13 – Members’ Liabilities
The liability of a member of this club to contribute towards the payment of the debts and liabilities of this club or the costs, charges and expenses of the winding up of this club is limited to the amount, if any, unpaid by the member in respect of membership of this club as required by Bylaw 6.
Bylaw 14 – Procedure for meetings of the board of directors
Section 1 – Oral or written notice of a meeting of the board of directors shall be given by the secretary to each member of the board at least 48 hours (or such other period as may be unanimously agrees upon by the members of the board) before the time appointed for the holding of the meeting.
Section 2 – No business shall be transacted by the board unless a quorum is present and if within half an hour after the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day of the following week.
Section 3 – If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting shall be dissolved.
Section 4 – At a meeting of the board:
the president or, in the president’s absence, the vice president shall preside; or if the president and the vice president are absent or unwilling to act, such one of the remaining members of the board as may be chosen by the members present at the meeting shall preside.
Section 5 – Questions arising at a meeting of the board or of any committee appointed by the president in accordance with Bylaw 8 shall be determined by a majority of the votes of members of the board or of any such committee present at the meeting.
Each board member present at a meeting of the board or any committee member present at a meeting of any such committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
Subject to a quorum being present, the board may act notwithstanding any vacancy on the board.
Any act or thing done or suffered, or purporting to have been done or suffered, by the board or by such a committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member or the board or of such a committee.
Bylaw 15 – Procedure for general meetings
Section 1 – Annual Meetings. In addition to any other business which may be transacted at an annual meeting, the business of an annual meeting shall be:
to confirm the minutes of the last preceding annual meeting and of any special general meeting held since that meeting;
to receive from the board, reports upon the activities of the club during the last preceding financial year;
to elect officers and directors of the club in accordance with Bylaw 3.
Section 2 – Notice of General Meetings. Except where the nature of the business proposed to be dealt with at any meeting of the club requires a special resolution, seven (7) days prior notice of the time, date and place of all general meetings of the club shall be given to members including details of the nature of the meeting and of any notices of motion therefor that may have been delivered to the secretary.
Section 3 – Notice of Special Resolutions. Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the club, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent by mail to each member at the member’s address appearing in the register of members, specifying the place, date and time of the meeting, and the resolution proposed to be put to the meeting as a special resolution.
Section 4 – Special Resolutions. A resolution of the club is a special resolution if:
(a) it is passed by a majority which comprises not less than three-quarters of such members of the club as, being entitled under these bylaws so to do, vote in person at a general meeting of which not less than 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these bylaws; or
(b) where it is made to appear to the NSW Department of Fair Trading that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a), the resolution is passed in a manner specified by the Commissioner.
Section 5 – Procedure. If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the following week at the same time and at the same place. If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 3) shall constitute a quorum.
Section 6 – Presiding Member. The president or, in the president’s absence, the vice president, shall preside as chairman at each general meeting of the club. If the president and the vice president are absent from a general meeting or unwilling to act, the members present shall elect one of their number to preside as chairman of the meeting.
Section 7 – Voting. Upon any question arising at a general meeting of the club a member has one vote only and all votes shall be given personally and may not be given by proxy. A member is not entitled to vote at any general meeting of the club unless all money due and payable by the member to the club has been paid.
In the case of an equality of votes on a question at a general meeting, the chairman of the meeting is entitled to exercise a second or casting vote.
Bylaw 16 – Funds
The funds of the club shall be derived from admission fees and annual membership dues, donations and, subject to any resolution passed by the club in general meeting, such other sources as the board determines.
The club shall, as soon as practicable after receiving money, issue an appropriate receipt.
Subject to any resolution passed by the club in general meeting, the funds of the club shall be used in pursuance of the objects of the club in such manner as the board determines.
Bylaw 17 – Public Officer and Common Seal
Section 1 – For the purpose of the Associations Incorporation Act 2009, the secretary of the club shall also be the public officer unless the board by resolution appoints some other member of the club to that position.
Section 2 – The common seal of the club shall be kept in the custody of the public officer.
Section 3 – The common seal shall not be fixed to any instrument except by the authority of the board and the affixing of the common seal shall be attested by the signature of any two members of the board.
Bylaw 18 – Insurance
The club shall ensure that appropriate insurance is effected & maintained at all times.
Bylaw 19 – Charitable Fundraising Act 1991
Section 1 – This Bylaw applies whilst the club holds a fundraising authority under the Charitable Fundraising Act 1991.
Section 2 – A member of the board shall not be appointed to any salaried office of the club or any office of the club paid by fees, and no remuneration or other benefit in money or money’s worth shall be given by the club to any member of the board except:
repayment of out-of-pocket expenses; and interest at a rate not exceeding interest at the rate for the time being which is or would be charged by the club’s bankers for any money lent to the club.
Section 3 – Without limiting the operation of any of the provisions of the constitution of the club or any of the other provisions of these bylaws, the office of a member of the board shall become vacant if:
the member holds an office of profit in the club; or the member is directly or indirectly interested in any contract or proposed contract with the club.
Section 4 – The club shall comply with such of the provisions of the Charitable Fundraising Act, 1991, and the regulations applicable to it.
Section 5 – In the event of the club having a membership of less than five persons then the club shall be dissolved in accordance with Bylaw 20 hereunder. Upon any winding up or dissolution under Bylaw 20, Section 2, the institution or institutions to which any property is given or transferred shall be the holder of a fundraising authority under the Charitable Fundraising Act, 1991.
Bylaw 20 – Prohibition against distribution to members
Section 1 – The income and property of the club whencesoever derived shall be applied solely towards the promotion of the objectives of the club and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of the club provided that nothing herein shall prevent the payment in good faith of reasonable and proper rent for premises let by any member of the club.
Section 2 – The club shall not be dissolved except at a general meeting of the club specially convened for the purpose and by a special resolution. If upon the winding up or dissolution of the club there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the club but shall be given or transferred to some other institution or institutions having objects similar or in part similar to the objects of the club and which shall also prohibit the distribution of its or their property among its or their members, such institution or institutions to be determined by the members of the club 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.