Golf South Australia Incorporated. Constitution. Adopted 23 October 2008

Transcription

1 Golf South Australia Incorporated Constitution Adopted 23 October 2008

2 SOUTH AUSTRALIA ASSOCIATIONS INCORPORATION ACT 1985 CONSTITUTION of GOLF SOUTH AUSTRALIA INC 1. NAME OF ASSOCIATION 1 2. INTERPRETATION 1 3. OBJECTS OF THE ASSOCIATION 2 4. POWERS OF THE ASSOCIATION 3 5. MEMBERSHIP Categories Affiliated Metropolitan Clubs Affiliated Country Clubs Individual Members Life Members Affiliated Social Clubs Affiliated Associations Alternate Member Delegates and Proxies Subscriptions and Fees Cessation of Membership 7 6. THE BOARD Board Term of Office Retirement by Rotation Calling of Nominations Election Procedure Proceedings of the Board Quorum Voting Conflict of interest Resolutions of the Board Remuneration of the Board CHIEF EXECUTIVE BY-LAWS GENERAL MEETINGS Annual General Meeting Special General Meeting Requisition of Special General Meetings Notice of General Meeting 11

3 ii 9.5 Notices of Motion Unsuccessful Notices of Motion Resolutions without Meetings Quorum for General Meeting Chairman of General Meetings Voting Demand for a Poll Production of Accounts Auditor DISCIPLINARY PROCEEDINGS COMMON SEAL AND EXECUTION OF DOCUMENTS DISPUTE RESOLUTION PROCEDURE INDEMNITY AND INSURANCE Indemnity Insurance AMENDMENT TO RULES DISSOLUTION OF ASSOCIATION LIABILITY OF MEMBERS 15 SCHEDULE 1 - AFFILIATED METROPOLITAN CLUBS 16 SCHEDULE 2 - AFFILIATED COUNTRY CLUBS 17 Eyre Peninsula District 17 Mid/Lower North District 17 Murray Lands District 18 Northern District 18 Riverland District 19 South-Eastern District 19 Southern District 19 Yorke Peninsula District 20 SCHEDULE 3 - AFFILIATED SOCIAL GOLF CLUBS 21 SCHEDULE 4 - AFFILIATED GOLF ASSOCIATIONS 22 AMENDMENT LIST ADOPTED DATE REMARKS Constitution Adopted 23 October 2008 Formation of Golf SA 1 st Amendment 18 April 2010 Golf SA Special General Meeting

4 1 CONSTITUTION of GOLF SOUTH AUSTRALIA INCORPORATED 1. NAME OF ASSOCIATION The name of the Association is Golf South Australia Incorporated. Subject to compliance with statutory requirements, the Association may conduct its affairs under the name Golf SA. 2. INTERPRETATION Act means the Associations Incorporation Act 1985 (SA) (as amended) Affiliated Metropolitan Clubs means those Golf Clubs listed in Schedule 1 (together with any other Golf Clubs which may be included in Schedule 1 by the Association from time to time) situated in South Australia and recognized by the Association as being affiliated with the Association. A ffiliated Country Clubs means those Golf Clubs listed in Schedule 2 (together with any other Golf Clubs which may be included in Schedule 2 by the Association from time to time) situated in South Australia (or, with the approval of the Board, situated outside South Australia) and recognized by the Association as being affiliated with the Association. Affiliated Social Clubs means those Social Golf Clubs in South Australia (having objects and rules which are aligned to Golf and which are sympathetic with these Rules) and recognized by the Association as being affiliated with the Association. Affiliated Associations means those Golf Associations (not being Affiliated Metropolitan Clubs, Affiliated Country Clubs or Affiliated Social Clubs) incorporated in South Australia (having objects and rules which are aligned to Golf and which are sympathetic with these Rules) and recognized by the Association as being affiliated with the Association. Alternate Member Delegate means a person appointed as an alternate to a Member Delegate under Rules 5.2(d), 5.3(d) and 5.8. A member of the Golf SA Board can not hold the appointment of an Alternate Member Delegate during their term of office Association means Golf South Australia Incorporated. Association s Financial Year means the year commencing on 1 July and ending on the following 30 June. Board means the Board of the Association appointed under Rule 6. By-Laws means any By-Laws made by the Board under Rule 8. Country Districts means those District Committees appointed under Rule 6.1(f) and set out in Schedule 2. General Meetings means an Annual or Special General Meeting of the Association. Golf means the game of golf as administered by the Royal and Ancient Golf Club of St Andrews, Scotland. Golf Australia means Golf Australia Limited, the governing body for Golf in Australia. Individual Member means any natural person who is admitted to membership of the Association pursuant to Rule 5.4. Intellectual Property means all rights subsisting in copyright, business names, names, trade marks (or signs), logos, designs, equipment including computer software, images (including photographs, videos or films) or service marks relating to the Association or any activity of or conducted, promoted or administered by the Association in South Australia.

5 2 Life Member means a person elected to that category of membership of the Association pursuant to Rule 5.5. Member Delegate means a person appointed by an Affiliated Metropolitan Club under Rule 5.2 and a person appointed by Affiliated Country Clubs under Rule 5.3 to represent Country Districts as set out in Schedule 2, to act as their representatives to attend, participate in and vote at the Annual General Meeting or any other Special General Meeting of the Association. A member of the Golf SA Board can not hold the appointment of a Member Delegate during their term of office Proxy means an individual member appointed under Rules 5.2(d), 5.3(d) and 5.8. A member of the Golf SA Board can not hold the appointment of a Proxy during their term of office Rules of Golf and the Rules of Amateur Status means the Rules of Golf and Rules of Amateur Status approved and published from time to time by the Royal and Ancient Golf Club of St Andrews, Scotland. SAGA means South Australian Golf Association Incorporated. Special Resolution means a resolution passed in accordance with the Act. WGSA means Women s Golf South Australia Incorporated. In these Rules references to the singular and plural are mutually inclusive and (except for the purposes of Rules 6.1 and 6.3) references to genders are inclusive of all genders. 3. OBJECTS OF THE ASSOCIATION The Association is established as the result of the amalgamation of SAGA and WGSA. The objects for which it has been established are: (d) (e) (f) (g) (h) (i) (j) (k) To act as the peak and controlling body for the advancement, conduct, promotion, management, encouragement and administration of amateur golf, in any form, throughout South Australia for all categories of membership. To continue to develop Golf and to preserve its traditions as a sporting and social institution in South Australia. To affiliate and otherwise liaise with Golf Australia and with other international entities responsible for the conduct, promotion and development of Golf and whose objects are consistent with the objects of the Association. To adopt and apply an Australian course rating system and an Australian handicapping system based on that course rating system formulated and published by Golf Australia from time to time. To promote, organise, regulate and manage Golf tournaments, competitions, displays, events and other related activities in South Australia and (where legally permissible) elsewhere. To co-operate and collaborate with Golf Australia (and with other Australian and international entities responsible for the conduct, promotion and development of Golf) in the conduct of research and development for improvement in Golf equipment and in Golf generally. To promote the importance of and to ensure (as far as practicable) compliance with the Rules of Golf and the Rules of Amateur Status by all persons and entities participating in activities in or in connection with Golf in South Australia. Use and protect the intellectual property. To develop, promote, publish and apply to all members, affiliated entities and any other persons or entities bound by this Constitution uniform regulations and standards as the Association considers necessary and desirable for the management and control of Golf and all activities in connection with Golf in South Australia (including, but not limited to, regulations and standards for management, control, coaching and officiating and subject in all respects to compliance with the Rules of Golf and the Rules of Amateur Status). To strive for and to maintain government, commercial and public recognition of the Association as the authority for Golf in South Australia. To pursue (and, where the Association deems it appropriate, to pursue in concert with others) commercial arrangements, sponsorship, marketing and other opportunities consistent with and in furtherance of the objects of the Association.

6 3 (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) To ensure that environmental considerations are taken into account in connection with all Golf and activities in connection with Golf conducted by the Association or in which the Association may be involved. To promote in particular the adoption of the Member Protection Policies of Golf Australia and generally health, safety and enjoyment in Golf and in all activities in connection with it. To develop, publish and apply (in consultation with and with the approval of Golf Australia) any policies which the Board considers necessary and desirable in the furtherance of the objects and in the lawful exercise of the powers of the Association including, but not limited to, policies relating to equal opportunity, drugs in sport, health generally, safety and Golf development programs. To act as the representative of all members of the Association in any Golf related forums either in or outside South Australia. To have regard to issues of public interest where the activities of the Association have, or have the potential to have, any impact on those issues. To encourage golfers to realise their respective potential and athletic abilities. To prohibit the use of performance-enhancing substances as set down by Golf Australia s Anti- Doping Policy and the Australian Sports Drug Agency. To promote the public recognition of persons who achieve standards of excellence or who are otherwise recipients of awards of significance in or in connection with Golf. To pursue and develop the improvement of facilities for the enjoyment of and participation in Golf. To undertake and to do anything at the time and in the manner which the Board considers necessary, incidental to or beneficial in the furtherance of the objects of the Association. 4. POWERS OF THE ASSOCIATION For furthering the objects of the Association and in addition to the powers conferred by the Act or by any other statute or at common law, the Association has the following powers: (d) (e) (f) (g) (h) To receive, hold and apply funds (both capital and income) for the establishment and maintenance of the Association, for the furtherance of the objects of the Association and for the purposes of any of these powers. To purchase, lease, exchange, hire or otherwise acquire or deal with any rights or interests of any nature whatever in any real or personal property ( Property ) which the Board considers necessary or convenient in the furtherance of the objects of the Association. To borrow money or otherwise raise capital on any terms and conditions (including, but not limited to, the payment of interest, the granting of mortgages, charges or other security of any nature whatever over, or the giving of any guarantees in respect of, any of the assets and undertaking of the Association) as the Board may from time to time determine. To solicit and to accept (with or without solicitation) subscriptions, levies, guarantees, gifts of any real or personal property, bequests or any other dispositions of money or property in favour or for the benefit of the Association whether or not subject to any conditions for repayment. To invest, lend, retain, accumulate or otherwise deal with any money or property of the Association not immediately required for the furtherance of the objects of the Association in the manner and on terms and conditions as the Board decides from time to time. To enter into and to carry into effect arrangements or understandings with any government, municipal or other authority for purposes consistent with the furtherance of the objects and the exercise of the powers of the Association; To draw, sign, accept, issue, endorse or otherwise deal with any cheques, promissory notes or other negotiable instruments of any nature whatever. To subscribe to, become a member of or become affiliated with Golf Australia and with any other incorporated institution in or outside Australia having objects substantially similar to the objects of the Association (and, in particular, having rules prohibiting the distribution of any assets or income to its members other than as permitted by law).

7 4 (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) To make donations to other charitable, educational or recreational institutions as the Board may decide from time to time. To establish and award scholarships to and for the benefit of any members or affiliated organisations in connection with Golf. To arrange and conduct Golf and Golf related tournaments, competitions, exhibitions and other similar functions and to provide (or to contribute towards the provision of) prizes and other awards to participants. To employ or otherwise engage (with or without remuneration and whether for the provision of services, goods, professional or other advice of any nature whatever) and to remove, dismiss or suspend any person or entity or otherwise to terminate any arrangements by way of engagement as the Board decides from time to time. To buy, sell and otherwise deal with food, beverages, apparel, Golf related accessories and insignia and other commodities for the benefit of members and affiliated organisations at or in connection with any premises occupied by the Association from time to time. To acquire (by any means whatever) any or all of the assets and undertaking of any other incorporated entity or to dispose of (by any means whatever) of any or all of the assets and undertaking of the Association in connection with the amalgamation or other merger of the Association with any other incorporated entity with which the Association is authorised by this Constitution and by law to amalgamate or to merge. To print, create and publish in any medium any newsletters, brochures, accounts, books or other material which the Board decides from time to time; To prosecute or to defend any legal or other adversarial proceedings of any nature in which the Association may be involved from time to time. To create, use, develop, protect, license or otherwise exploit any intellectual property created by or for the benefit of the Association. To establish (or to join with any other institution having objects substantially similar to the objects of the Association in establishing) and to promote other corporate entities to carry on or otherwise conduct any part or parts of the affairs and undertakings of the Association with or without the use of any of the assets of the Association provided that the operations of those other corporate entities are entirely consistent with the objects of the Association. To make and publish By-laws as the Board from time to time decides are necessary or expedient for the purposes or in aid of giving effect to the objects of the Association. To do anything else not otherwise specifically provided for in this clause but which is incidental, conducive, beneficial and convenient for the purposes of giving effect to any or all of the objects of the Association. 5. MEMBERSHIP 5.1 Categories Membership of the Association is divided into the following categories: (i) Affiliated Metropolitan Clubs as set out in Schedule 1; (ii) Affiliated Country Clubs as set out in Schedule 2; (iii) Individual Members, being any persons who are members of any of the Affiliated Metropolitan Clubs, Affiliated Country Clubs or Affiliated Social Clubs referred to in Rules 5.1(i), 5.1(ii) and 5.1(v), are deemed to be members of Golf SA provided that their membership confers on them playing rights at their respective clubs; (iv) Life Members; (v) Affiliated Social Clubs as set out in Schedule 3; and (vi) Affiliated Associations as set out in Schedule 4.

8 5 The Association may (on the recommendation of the Board and by a special resolution by way of amendment to these Rules) create new categories of membership from time to time subject to such rights, privileges and obligations as decided by the Association. 5.2 Affiliated Metropolitan Clubs Affiliated Metropolitan Clubs are as set out in Schedule 1 and any such Club may be moved from this said schedule 1 to a Country District as set out in schedule 2 from time to time as the Board in its discretion determines, after consultation with the Metropolitan Clubs and/or Country Districts (d) Affiliated Metropolitan Clubs will each appoint and will be represented by the number of Member Delegates set out opposite their names respectively in Schedule 1. Affiliated Metropolitan Clubs are entitled to exercise (through their Member Delegates) at the Annual General Meeting or at any Special General Meeting the number of votes set out opposite their names respectively in Schedule 1. Affiliated Metropolitan Clubs may, in the event that all or some of their appointed Member Delegates are unable to attend a Annual General Meeting or at any Special General Meeting, appoint (i) the same number of Alternate Member Delegates as they have Member Delegates. OR (ii) the same number of Proxy votes as they have Member Delegates who may act in substitution for (but not in addition to) the Member Delegates. PROVIDED HOWEVER that (iii) the total number of votes exercised by their Member Delegates and / or Alternate Member Delegates / Proxies does not exceed the number of votes set out in Schedule1 (iv) written notice of the names of the appointed Alternate Member Delegates and / or Proxies is received by the Chief Executive or delegated representative no later than 30 minutes prior to the commencement of the Annual General Meeting or Special General Meeting to which these appointments apply. 5.3 Affiliated Country Clubs Affiliated Country Clubs are grouped into Country Districts as set out in Schedule 2 and may be moved from one Country District to another Country District or to Affiliated Metropolitan Clubs as set out in schedule 1 from time to time as the Board in its discretion determines, after consultation with the Country Clubs and/or Country Districts. (d) Affiliated Country Clubs in each of the Country Districts will appoint and will be jointly represented by the number of Member Delegates for their respective Country Districts as set out in Schedule 2. Affiliated Country Clubs are entitled to exercise jointly (through their Member Delegates) at the Annual General Meeting or at any Special General Meeting the number of votes set out in Schedule 2. Affiliated Country Clubs in each of the Country Districts may, in the event that all or some of their appointed Member Delegates are unable to attend a Annual General Meeting or at any Special General Meeting, appoint (i) the same number of Alternate Member Delegates as they have Member Delegates; OR (ii) the same number of Proxy votes as they have Member Delegates who may act in substitution for (but not in addition to) the Member Delegates. PROVIDED HOWEVER that (iii) the total number of votes exercised by their Member Delegates / Alternate Member Delegates / Proxies does not exceed the number of votes set out in Schedule 2; (iv) written notice of the names of the appointed Alternate Member Delegates and / or Proxy is received by the Chief Executive or delegated representative no later than 30 minutes prior to the commencement of the Annual General Meeting or Special General Meeting to which these appointments apply. 5.4 Individual Members Individual Members are constituted members of the Association by virtue of their membership of an Affiliated Metropolitan Club, an Affiliated Country Club or an Affiliated Social Club provided that their membership confers on them playing rights at their respective clubs.

9 6 (d) To retain membership of the Association, Individual Members must be and must remain members of an Affiliated Metropolitan Club, members of an Affiliated Country Club or members of an Affiliated Social Club and their membership must confer on them playing rights at their respective clubs. Individual Members are entitled to attend and to participate in the Annual General Meeting or in any Special General Meeting but do not have any voting rights in respect of any motions at those meetings. An Individual Member who would otherwise be entitled to attend (whether or not that member would be entitled to vote) at a General Meeting is not entitled to attend unless that member has paid to the Association all subscriptions and other money due and payable by that member to the Association. 5.5 Life Members Except as provided in Clause 5.5, Life Members are natural persons: (i) who are recommended by the Board to an Annual General Meeting as having rendered distinguished service to and in the advancement of Golf in South Australia as a player, administrator or otherwise; (ii) who are appointed as Life Members by a special resolution passed at an Annual General Meeting; and (iii) who accept in writing to the General Manager their appointment as Life Members within thirty (30) days of being notified of their appointment. Life members of SAGA and of WGSA (natural persons) at the date of incorporation of the Association will, immediately on the incorporation of the Association, become Life Members. Life Members are entitled to attend and to participate in the Annual General Meeting or in any Special General Meeting but do not have any voting rights in respect of any motions at those meetings. 5.6 Affiliated Social Clubs The Association may admit Affiliated Social Clubs to membership on such terms and conditions as the Board may decide from time to time. Affiliated Social Clubs may, through an appointed representative (whose appointment has been notified in writing to the Chief Executive no later than 30 minutes prior to the commencement of the meeting) attend as an observer. This representative has no voting rights but may with the permission of the Chairman participate in any discussions at an Annual General Meeting and any Special General Meeting of the Association. 5.7 Affiliated Associations The Association may admit Affiliated Associations to membership on such terms and conditions as the Board may decide from time to time. Affiliated Associations may, through an appointed representative (whose appointment has been notified in writing to the Chief Executive no later than 30 minutes prior to the commencement of the meeting) attend as an observer. This representative has no voting rights but may with the permission of the Chairman participate in any discussions at an Annual General Meeting and any Special General Meeting of the Association. 5.8 Alternate Member Delegates and Proxies An Affiliated Metropolitan Club or a Country District Committee may appoint an Alternate Member Delegate and / or a Proxy. An Alternate Member Delegate and / or Proxy must comply with the requirements for Member Delegates set out in Rule 5.2(d) and Rule 5.3(d) and the Chief Executive shall be advised, in writing, as soon as practicable after the appointments are made but no later than 30 minutes prior to commencement of the Annual General Meeting and any Special General Meeting of the Association to which these appointments apply. An Alternate Member Delegate shall only have standing (whether for the purpose of attendance, quorum or voting) in the absence of the Member Delegate. A Proxy shall only have standing for voting in the absence of either or both of a Member Delegate and Alternate Member Delegate 5.9 Subscriptions and Fees Annual and other membership subscriptions and fees payable by members in respect of membership of the Association will be as fixed by the Board in its discretion from time to time.

10 7 The Board, in its discretion, may determine from time to time the manner in which and the time at which subscriptions and fees in respect of any category of membership are payable Cessation of Membership 6. THE BOARD 6.1 Board A member may at any time by notice in writing to the Chief Executive resign from membership of the Association. If a member fails to pay any subscriptions or fees or any other money falling due and payable to the Association at the time and in the manner prescribed by the Board, the Association may by special resolution at an Annual General Meeting or at any Special General Meeting terminate the membership of that member. The Board shall be comprised of seven (7) individual members all of whom shall be elected in accordance with Rules 6.2, 6.3, 6.4 & 6.5 an Annual General Meeting or Special General Meeting specifically called for such elections by the Association s Member Delegates entitled to vote at an Annual General Meeting or Special General Meetings PROVIDED HOWEVER that; (i) There shall be a minimum of two (2) male board members at any one time (ii) There shall be a minimum of two (2) female board members at any one time The Board members appointed pursuant to Rule 6.1 will elect from among their number one Presidential member who will be the Chairman of the Board. The Board is authorised to exercise all of the powers of the Association set out in Rule 4 (d) (e) (f) 6.2 Term of Office (d) (e) The Board may in its discretion and from time to time appoint and disband any subcommittees (including a Disciplinary Committee for the purposes of Rule 10 and convene forums with whatever powers and functions the Board deems necessary or desirable to assist it in the management of the affairs of the Association. A sub-committee (other than a Disciplinary Committee for the purposes of Rule 10) appointed under the Rule 6.1(d) should have at least one Board member as a member but otherwise may be comprised of other persons who are not Board members. A Disciplinary Committee appointed for the purposes of Rule 10 will appoint one of its members as its Chairman. The Board may, in its discretion, from time to time appoint Country District Committees subject to Rule 5.3 and Schedule 2 with whatever powers and functions the Board deems necessary or desirable to assist it in the management of the affairs of the Association. On acceptance of this Constitution and subject to Rule 6.4 the members of the Board will hold office for three (3) years following the Annual General Meeting at which they were appointed. A year is the period from one Annual General Meeting to the next succeeding Annual General Meeting as per Rules 6.2 and 6.2. Persons elected to the Board shall commence their term of office at the completion of the Annual General Meeting or Special General Meeting at which they are elected. Retiring Board Members and Office Bearers shall hold office until the conclusion of the Annual General Meeting at which they are due to retire. The maximum term in office is three (3) consecutive three (3) year terms. A Board member after serving the maximum term must retire from office and subject to Rule 6.2(e) is not eligible for immediate reelection. The maximum term of office of three (3) consecutive terms in accordance with Rule 6.2(d) for any person elected to fill a casual vacancy shall commence from the Annual General Meeting at which he is elected irrespective of the fact that the first term of office may be less than three (3) years as per Rule 6.5(d) (f) Subject to Rule 6.2(d), members of the Board are eligible for re-election provided they have stood down from office for a minimum of one (1) year. For the purposes of this Rule 6.2(e) a year in office is calculated as

11 6.3 Retirement by Rotation 8 the period from one Annual General Meeting to the next succeeding Annual General Meeting as per Rules 6.2 and 6.2. At first Annual General Meeting and subsequent Annual General Meetings following the acceptance of this Constitution a minimum of two (2) board members must retire from office. A Board member retiring in accordance with Rule 6.3 shall be eligible for immediate re-election subject to Rule 6.2(d). NOTE: the Board elected at the 2009 Annual General Meeting shall retire as follow:- (i) (ii) (iii) (iv) 6.4 Calling of Nominations (d) (e) 6.5 Election Procedure At the 2010 Annual General Meeting a minimum of two (2) Board members At the 2011 Annual General Meeting a minimum of two (2) Board members At the 2012 Annual General Meeting the remaining Board members In the absence of voluntary retirements of Board members selection shall be conducted by lot The Board will, at least sixty (60) days prior to the Annual General Meeting at which elections are to be conducted, issue to all Affiliated Metropolitan Clubs, Affiliated Country Clubs and Affiliated Social Clubs for notification by these clubs to their respective Individual Members a notice calling for nominations for the election of the members of the Board under Rules 6.5 and 6.5. Only Individual Members who are members of Affiliated Metropolitan Clubs or of Affiliated Country Clubs are eligible to be nominated for election to the Board. Any member in any category of membership of the Association (other than Affiliated Associations) is entitled to nominate candidates for election to the Board. Nominations for the election of the Board members: (i) must be in writing and in a form prescribed by the Board; (ii) must contain such particulars of the nominee as the Board from time to time requires; (iii) must be signed by the nominator and by the nominee; and (iv) must be lodged with the Chief Executive no later than 4.00pm on the date stipulated by the Board in the notice calling for nominations (which date must not be less than thirty (30) days prior to the Annual General Meeting at which the elections are to be conducted). A nominee may at any time prior to the conduct of the election withdraw from nomination by notice in writing to the Chief Executive. (d) If the number of nominations received for any election does not exceed the number of vacancies (including casual vacancies) on the Board to which the nominations relate the Chairman will declare all nominees duly elected and any positions unfilled as a consequence of that declaration will remain as casual vacancies. If the number of nominations for any election exceeds the number of vacancies on the Board to which the nominations relate, a ballot will be conducted among the Members Delegates / Alternate Member s Delegates / Proxies entitled to vote at the Annual General Meeting to determine the successful nominees. For the purposes of Rule 6.5, the ballot will be conducted according to procedures prescribed by the Board from time to time (including the form of the ballot paper, the order in which the nominees appear on the ballot paper, the method of signifying votes for the preferred nominee or nominees and the appointment of scrutineers) but always subject to compliance with the requirements of Rule 6.1 and on the premise that those nominees in competition for election to one or more vacant positions for whom the greater number of votes is cast will, in decreasing order of the number of votes received by each nominee, be elected to the vacant positions (including any casual vacancies) The Board may from time to time appoint any person, eligible to be elected to the Board, to fill any casual vacancy on the Board until the next Annual General Meeting at which time nominations (in

12 9 accordance with Rule 6.4) shall be called for a person to complete the remaining portion of the Term of Office of the elected Board Member who created the casual vacancy. (e) For the balance of the term of office to the next Annual General Meeting (which ever comes first) of the vacating member provided that in doing so the Board complies with the requirements of Rule 6.1 and 6.2(d) (f) The office of a Board member becomes vacant if the Board member: (i) dies; (ii) is disqualified under the Act from holding office; (iii) is expelled from office under these Rules; (iv) is incapacitated by injury or ill-health from fulfilling the duties of office for more than three months in any one year period; (v) is absent without apology from more than two consecutive Board meetings; (vi) ceases to be a member of an Affiliated Metropolitan Club or an Affiliated Country Club; (vii) is convicted of an offence for which a term of imprisonment is prescribed (whether or not imprisonment is imposed as a penalty); or (viii) resigns from office by notice in writing to the Chief Executive. 6.6 Proceedings of the Board Subject to these Rules, the Board may meet, adjourn and otherwise regulate its meetings as the Board sees fit including, but not limited to, convening meetings remotely by teleconference, video conference or other electronic communication. The Chief Executive at the direction of any two Board members must convene a meeting of the Board. Notice (in writing, in electronic form or oral) of a meeting of the Board must be given to all Board members at least seven (7) days prior to the proposed date of the meeting (unless the Board unanimously waives that period of notice). (d) The members may at any time raise issues of substance with the Board. 6.7 Quorum 6.8 Voting Five (5) Board members present at a Board meeting constitute a quorum. For the purposes of this Rule, Board members are deemed to be present at a meeting if they are in contemporaneous electronic communication at the time of the meeting including, but not limited to, communication via teleconference, video conference or other electronic form of communication. A meeting of the Board at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the Board. A meeting where a quorum is not present may still proceed providing that only general business is conducted and no resolutions are passed. Questions arising at any meeting of the Board will be decided by a majority of votes of the Board members (not including the Chairman) present and voting. In the case of an equality of votes among the other members of the Board the Chairman has a casting vote. 6.9 Conflict of interest A member of the Board having a pecuniary or other beneficial interest in a contract with the Association must disclose that interest to the Board whether or not required by the Act to do so, and must not vote on any motion relating to that contract Resolutions of the Board A resolution either in writing signed by a majority of the Board members (which may comprise one or more documents) or in electronic form assented to by a majority of the Board members (whether comprising one or more electronic communications) will be as valid and effective as if it had been passed at a meeting of the Board.

13 Remuneration of the Board Subject to the provisions of the Act, Board Members may receive payments for expenses incurred or to be incurred in performing duties as an officer of the Association. 7. CHIEF EXECUTIVE The Board may appoint a Chief Executive on terms and conditions decided by the Board. The Chief Executive: (i) has such powers and authorities as are delegated to the Chief Executive by the Board; (ii) is responsible and reports directly to the Board; (iii) without limiting Rule 7(i), has responsibility for the day to day administration and management of the Association in accordance with these Rules; (iv) acts as the secretary to the Board for the purposes of the conduct of the meetings and other affairs of the Board; (v) with the prior authority of (and on terms and conditions as stipulated by) the Board, may employ or otherwise engage other persons to assist in the administration and management of the affairs of the Association; (vi) by the authority of the Board, acts as the Public Officer of the Association for all purposes at law; (vii) by the authority and under the direction of the Board, must establish, maintain (for not less than seven years after their creation and otherwise for as long as may be required by the Act and at law) and produce to the Board when required appropriate business records, accounts and other documents and information so as to reflect a true and fair view of the business and affairs of the Association, to correctly record and explain the transactions and the financial position of the Association at all times and to comply with all of the Association s obligations under the Act and at law; (viii) will retain all Board and Association Minutes for historical purposes; and (ix) is responsible for establishing and maintaining an up to date register of Affiliated Metropolitan Clubs, Affiliated Country Clubs, Affiliated Social Clubs, Affiliated Associations, Life Members and Member Delegates and will make those registers available for inspection (but not for copying) by members on reasonable request. 8. BY-LAWS The Board may make, issue, amend, repeal and interpret By-Laws for the purposes of the management and administration of and giving effect to these Rules. All By-Laws must at all times be consistent with the objects of the Association and these Rules. By-laws come into force and are binding on all members of the Association when they are published to all Affiliated Metropolitan Clubs, all Affiliated Country Clubs and all Affiliated Social Clubs by notice in writing from the Chief Executive. 9. GENERAL MEETINGS 9.1 Annual General Meeting An Annual General Meeting of the Association shall be held in accordance with the provisions of the Act and this Constitution. All General Meetings other than the Annual General Meeting shall be Special General Meetings and shall be held in accordance with this Constitution. 9.2 Special General Meeting The Board may, whenever it thinks fit, convene any Special General Meeting of the Association.

14 Requisition of Special General Meetings The Board shall on the requisition, in writing, of not less than ten (10) voting Member Delegates on behalf of Affiliated Metropolitan Clubs and Affiliated Country Districts, convene a Special General Meeting. The requisition for a Special General Meeting shall state the object(s) of the meeting, shall be signed by the said Member Delegates making the requisition and be sent to the Association and may consist of several documents in like form each signed by one or more of the said Member Delegates making the requisition. If the Board does not cause a Special General Meeting to be held within one (1) month after the date on which the requisition is sent to the Association, the said Member Delegates making the requisition, or any of them, may convene a Special General Meeting to be held not later than three (3) months after that date. 9.4 Notice of General Meeting At least twenty one (21) days notice of every General Meeting shall be given to all Affiliated Metropolitan, all Affiliated Country and all Affiliated Social Clubs, Member Delegates entitled to vote, Board Members, Life Members and Auditors. The notice shall include the venue, day and hour of the meeting. No other member shall be entitled, as a right, to receive notices of General Meetings. For the purpose of Rule 9.4 any notices of meetings to those members entitled to receive notices shall be by prepaid post to the last notified address or, if available, the last notified electronic mail address or last notified facsimile number. The notice of General Meeting must include: (i) (ii) (iii) (iv) (v) 9.5 Notices of Motion the agenda for the meeting; Annual General Meeting business to be transacted shall also include the consideration of accounts, Board reports, Auditors reports, the election of Board Members under this constitution and the appointment of auditors; any notice of motion received from Member Delegates entitled to vote; all business that is transacted at a General Meeting and all business that is transacted at an Annual General Meeting, with the exception of those matters set down in Rule 9.4(ii) shall be special business; no business other than that stated on the notice of a General Meeting shall be transacted at the meeting. Affiliated Metropolitan Clubs, Affiliated Country Clubs and Individual Members may submit notices of motion through their Member Delegate (entitled to vote) for inclusion as special business at a General Meeting. All notices of motion must be submitted in writing to the Chief Executive not less than thirty (30) days (excluding receiving date and meeting date) prior to the General Meeting. 9.6 Unsuccessful Notices of Motion A motion of which due notice has been given and which is unsuccessful (and any other motion which is substantially similar in effect), cannot be re-submitted at the next Annual General Meeting or a Special General Meeting held within a period of 13 months from the date of the meeting at which the original motion was unsuccessful. 9.7 Resolutions without Meetings The Association may pass a resolution (other than a resolution to remove the auditor) otherwise than at a General Meeting if all Member Delegates and / or Alternate Member Delegates entitled to vote on the resolution have either signed one or more documents in writing setting out the resolution or have by one or more electronic communications assented to the resolution contained within those electronic communications.

15 12 A resolution pursuant to clause 9.7 is deemed to be passed and will be effective on the receipt by the Chief Executive of the one or more documents in writing or the one or more electronic communications referred to in clause Quorum for General Meeting (d) (e) The quorum for an Annual or Special General Meeting is fifteen (15) Member Delegates and / or Alternate Member Delegates, representing the Affiliated Metropolitan Clubs and fifteen (15) Member Delegates and / or Alternate Member Delegates representing the Affiliated Country Clubs entitled to be present and vote. The quorum must be present for the duration of every General Meeting. No business may be transacted at any General Meeting (except the adjournment of the meeting) unless a quorum is present at the designated time for the commencement of the General Meeting. Only Member Delegates and / or Alternate Member Delegates entitled to be present and vote at a General Meeting will be taken into account in the ascertainment of the quorum. NOTE : Proxies are not be taken into account in the ascertainment of the quorum If there is no quorum for a General Meeting within 30 minutes after the designated time for the commencement of the meeting, the Chairman must adjourn the meeting to a date, time and place decided by the Chairman. If there is no quorum for the adjourned General Meeting within 30 minutes after the designated time for commencement of it, the adjourned meeting will lapse. 9.9 Chairman of General Meetings The Presidential member of the Board or, in the absence of the Presidential member, another member of the Board elected by the Board, will act as the Chairman of every General Meeting Voting (d) 9.11 Demand for a Poll Only Affiliated Metropolitan Clubs and Affiliated Country Clubs are entitled to vote (exercised by their respective Member Delegates and / or Alternate Member Delegates and / or Proxies) at any General Meeting. Affiliated Metropolitan Clubs and Affiliated Country Clubs are entitled to exercise the number of votes set out in Schedule 1 and Schedule 2 respectively at any General Meeting. A resolution (other than a special resolution) will be passed at a General Meeting if it is approved by a majority in number of the votes of the Member Delegates and / or Alternate Member Delegates and Proxies entitled to vote. A special resolution will be passed at a General Meeting if it is approved by at least three quarters of the votes of the Member Delegates and / or Alternate Member Delegates and Proxies entitled to vote. A motion, other than a motion for Board Elections as per Rule 6.5, put to the vote at a General Meeting may be decided on a show of hands of the Member Delegates and / or Alternate Member Delegates and Proxies unless a poll is demanded by any Member Delegates and / or Alternate Member Delegates present and entitled to vote on the motion. A poll, if demanded, will be taken when and in the manner decided by the Chairman in the Chairman s absolute discretion before the end of the General Meeting at which it is demanded. A demand for a poll may be withdrawn by the Member Delegate and / or Alternate Member Delegate demanding it at any time prior to the taking of it by the Chairman Production of Accounts The Board must submit to the Annual General Meeting the financial and other accounts of the Association prepared in accordance with these Rules and the Act. Not later than twenty one (21) days before the designated date for the holding of the Annual General Meeting the Board must cause the Chief Executive to send to all Member Delegates entitled to be present and vote at the Annual General Meeting a copy of the financial and other accounts of the Association proposed to be submitted to the Annual General Meeting.

16 Auditor A properly qualified auditor or auditors must be appointed by the Association at each Annual General Meeting to audit the accounts of the Association for presentation at the next Annual General Meeting. The auditor may be removed and replaced by the Association at any Annual or Special General Meeting. 10. DISCIPLINARY PROCEEDINGS Where the Association is aware as a consequence either of its own enquiries or as a consequence of the receipt of a complaint of any allegations that an Affiliated Metropolitan Club, Affiliated Country Club, Affiliated Social Club, Affiliated Associations, Life Member and / or an Individual Member ( Cited Member ) has by any act or omission breached these Rules, the By-Laws or any of the policies published by the Association as authorised by these Rules ( Allegations ), the Association must appoint a Disciplinary Committee under Rule 6.2(d) and empower it to commence disciplinary proceedings against the Cited Member pursuant to this Rule. Any Affiliated Metropolitan Club, Affiliated Country Club, Affiliated Social Club, Affiliated Associations, Life Member and / or an Individual Member who becomes a Cited Member is, by virtue of being a member of Golf SA (in accordance with the Rule 5) and being bound by these Rules, subject to and bound to submit to the disciplinary proceedings under this Rule and any relevant By-Laws. 11. COMMON SEAL AND EXECUTION OF DOCUMENTS The Association may, if the Board decides, have a common seal for the purposes of the execution of documents by the Association. If the Association has a common seal it must be in a form which complies with any requirements of the Act and any other relevant law and may only be used and affixed to documents with the authority of a resolution of the Board and in the presence of not fewer than two members of the Board who must sign as witnesses to the affixing of the common seal to any document. The Association may execute documents without using a common seal if the document is signed with the authority of a resolution of the Board and by not fewer than two members of the Board as officers and agents of the Association. 12. DISPUTE RESOLUTION PROCEDURE This Rule applies to disputes under these Rules between: (i) any two or more members; and (ii) any one or more members and the Association; But does not apply to disciplinary matters under Rule 10. (d) (e) A member who is a party to a dispute to which this Rule applies and who wishes the dispute to be resolved pursuant to this Rule must notify the Board in writing of that wish and the particulars of the dispute. The Board must within thirty (30) days of receipt of that notification convene a meeting between the parties to the dispute (with or without their chosen representatives) and at least two members of the Board to discuss and to attempt to resolve the dispute. If the dispute is not resolved in the course of the meeting convened pursuant to Rule 12, the Board must appoint an independent mediator and, within thirty (30) days of the conclusion of the meeting convened pursuant to Rule 12, convene a further meeting between the parties to the dispute (with or without their chosen representatives) and the mediator to attempt to resolve the dispute. (f) If the Association is a party to a dispute which is not resolved in the course of the meeting convened pursuant to Rule 12, the mediator appointed pursuant to Rule 12(d) must be a person agreed between the parties to the dispute or, failing agreement, must be the nominee of the President for the time being of the Law Society of South Australia Inc. (g) (h) A mediation pursuant to Rule 12(d) will be conducted in a manner agreed by the parties to the dispute and as approved by the mediator or, failing agreement by the parties, as determined by the mediator. No party to a dispute to which this Rule applies may institute any proceedings under the Act, under any other statute or at common law unless that party has first exhausted the dispute resolution procedure under this Rule.

17 INDEMNITY AND INSURANCE 13.1 Indemnity The Association will indemnify any current or former Board member and the current or any former Chief Executive out of the funds of the Association in respect of: (i) (ii) any liability to another person (other than the Association or a related entity) except where the liability arises out of conduct involving a lack of good faith; any liability for costs and expenses incurred by that person: in defending proceedings, whether civil or criminal, in which judgement is given in favour of the person or in which the person is acquitted; and in connection with an application, in relation to those proceedings, in which the court grants relief to the person under the Act. The amount of any indemnity payable under Rule 13.1 includes an additional amount ( GST Amount ) equal to any GST payable by the person being indemnified ( Indemnified Person ) in connection with the indemnity (less the amount of any input tax credits claimable by the Indemnified Person in connection with the indemnity). Payment of any indemnity which includes a GST Amount is conditional on the Indemnified Person providing the Association with a GST tax invoice for the GST Amount. The Board may, in its discretion, advance to a person entitled to indemnity under this Rule and amount which the Board might otherwise be liable to pay to or on behalf of that person by way of indemnity bond terms and conditions which must be consistent with this Rule, but otherwise as the Board decides, pending the outcome of any findings of a relevant court or tribunal which would have a bearing on whether the Association is liable to indemnify that person under this Rule. If, after the Board has made an advance pursuant to this Rule, the Board formed the view that the Association is not liable to indemnify that person, of the Association may recover any advance from that person as a debt due and payable by that person to the Association Insurance The Association may, in its discretion, pay a premium in respect of a contract insuring any current or former Board member or the current or any former Chief Executive ( Insured Person ) against any liability: (i) (ii) incurred by the Insured Person in any capacity as an officer of the Association (or of a subsidiary or related entity of the Association) or in the course of acting in connection with the affairs of the Association or otherwise arising out of the Insured Person holding office with the Association, provided that the liability does not arise out of conduct involving a wilful breach of duty in relation to the Association (or to a subsidiary or a related entity of the Association) or in contravention of any provisions of the Act; or for the costs and expenses incurred by the Insured Person in defending proceedings, irrespective of the outcome of those proceedings. 14. AMENDMENT TO RULES These Rules may only be altered or repealed by a special resolution passed in accordance with clause 9.10(d). Not less than thirty (30) days notice in writing of any proposed motion to alter or repeal these Rules must be given to all Affiliated Metropolitan Clubs, all Affiliated Country Clubs, All Affiliated Social Clubs and their respective Member Delegates entitled to be present and to vote at the General Meeting at which the motion is proposed to be put. Any special resolution affecting these Rules must be notified in compliance with the Act. 15. DISSOLUTION OF ASSOCIATION The Association may be wound up in accordance with the provisions of the Act. If there are any surplus assets or property of the Association remaining after the winding up of the Association and the payment of all of its liabilities, those surplus assets must not be distributed to the members of the Association but must be transferred to one or more other incorporated associations having objects substantially similar to the objects of the Association (and which similarly prohibit