DRAFT CONSTITUTION

Tuesday, June 18, 2019 - 1:49 PM

SPECIAL GENERAL MEETING

DRAFT CONSTITUTION

Please find below the draft Constitution that will be discussed and voted on at the Special General Meeting to be held at the Club Rooms on Wednesday 26 June, commencing at 6.30pm.

 This is a new Constitution and as such, it is not possible to provide a marked up version highlighting the changes. This draft complies with the requirements of the Incorporated Associations Act 2015, and also includes clauses that are applicable under the Club’s loan agreement with the West Australian Football Commission. The draft Constitution has been reviewed and approved by the West Perth Football Club Board of Directors.

If you have any questions regarding the content of the draft Constitution, please email them to the Interim CEO:  jimmy@falconsfc.com.au. We will endeavour to respond to any queries prior to the Special General Meeting

CONSTITUTION
AND RULES

WEST PERTH FOOTBALL CLUB INC.

14 June 2019 DRAFT

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INDEX

Rule Page
1. THE CLUB 3
2. DEFINITIONS 3
3. CLUB COLOURS 5
4. AFFILIATION 5
5. OBJECTS 5
6. POWERS 6
7. NOT FOR PROFIT 7
8. MEMBERSHIP 7
9. APPLICATION TO BECOME A MEMBER 10
10. MEMBERS’ RIGHTS 11
11. TERMINATION OF MEMBERSHIP 11
12. SUSPENSION OR EXPULSION OF MEMBERS 12
13. REGISTER OF MEMBERS 13
14. INSPECTING AND COPYINH THE REGISTER OF THE CLUB 13
15. BOARD OF DIRECTORS 14
16. POWERS AND DUTIES OF THE BOARD OF DIRECTORS 17
17. ELECTION OF THE BOARD OF DIRECTORS 18
18. ANNUAL GENERAL MEETING 21
19. GENERAL MEETINGS 22
20. PROCEEDINGS AT GENERAL MEETINGS 23
21. PROXIES 24
22. MINUTES OF MEETINGS 24
23. CHIEF EXECUTIVE OFFICER 24
24. FINANCE DIRECTOR 25
25. AUDITOR 26
26. TRUSTEES 27
27. COMMON SEAL 27
28. MERIT AWARDS 28
29. LIQUOR LICENCE 29
30. RESOLVING DISPUTES 29
31. BY-LAWS OF THE CLUB 30
32. NOTICES 30
33. AMENDMENTS TO THE CONSTITUTION AND RULES 30
34. CANCELLATION AND DISTRIBUTION OF SURPLUS PROPERTY 31
35. THE CLUB’S BOOKS AND RECORDS 31
36. FUNDS 32

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1. THE CLUB
The Club shall be an Incorporated Association in accordance with the Associations
Incorporation Act 2015 (WA) and shall be known as the West Perth Football Club
Incorporated.
The teams of the Club shall colloquially be known as the Falcons.
The Registered Office of the Club shall be at Joondalup Arena, 25 Kennedya Drive,
Joondalup or at such other address as shall from time to time be determined by the Club.
2. DEFINITIONS
“Act” means the Associations Incorporation Act 2015 (WA).
“AGM” means the annual general meeting of the Club convened in accordance with Rule
18.
“Approved Manager” means the approved manager referred to in Rule 29.3.
“Books of the Club” has the meaning given to the term “Books” in Section 3 of the Act and
includes all of the registers, financial records, financial statements or financial reports (as
each of those terms is defined in Section 62 of the Act) however compiled, stored or
recorded, documents and any other record or information of the Club.
“Board” means the board of Directors duly elected, re-elected or appointed from time to
time in accordance with these Rules.
“Board Meeting” means a meeting of the Board as referred to in Rule 15.10.
“Board Member” means a member of the Board.
“By-laws” means the by-laws made by the Club under Rule 31.
“Chief Executive Officer” or “CEO” means the chief executive officer of the Club appointed
in accordance with Rule 23.
“Chairperson” means, in relation to a Board Meeting, the person referred to in Rule 15.5
and, in relation to a General Meeting, the person referred to in Rule 20.3.
“Club” means the West Perth Football Club Incorporated.
“Club Premises” means all the land and buildings and structures thereon of which the Club
is the bona fide owner or occupier.
“Commissioner” means the person for the time being designated as the Commissioner
under Section 153 of the Act.
“Common Seal” means the common seal of the Club required under Rule 27.1.
“Constitution” means this Constitution and the Rules therein, each as amended from time to
time.
“Director” means a person elected, re-elected or appointed as a director of the Club under
this Constitution.
“Due Date” is defined in Rule 9.10.

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“Finance Director” means the Director appointed to that role by the Board pursuant to Rule
24.1.
“Financial Records” has the meaning given to it in Section 62 of the Act and includes:
(a) invoices, receipts, orders for the payment of money, bills of exchange, cheques,
promissory notes and vouchers;
(b) documents of prime entry; and
(c) working papers and other documents needed to explain:
(i) the methods by which Financial Statements are prepared; and
(ii) adjustments to be made in preparing Financial Statements.
“Financial Report” has the meaning given to it in Sections 62 and 63 of the Act.
“Financial Statements” has the meaning given to it in Section 62 of the Act.
“Financial Year” means the financial year of the Club being the period from 1

st November

each year until 31st October the following year.
“General Meeting” means any general meeting of the Club to which Members are invited to
attend.
“Juvenile” means a person under the age of eighteen (18) years.
“Liquor Act” means the Liquor Control Act 1988 (WA).
“Member” means a person who becomes a member of the Club under this Constitution and
the Rules.
“Membership” means to be a Member.
“Month” means a calendar month.
“Officer” means a member of the Board, a person, including an employee of the Club, who
makes, or participates in making, decisions that affect the operations of the Club, or who
has the capacity to significantly affect the Club’s financial standing.
“Ordinary Resolution” means a resolution to decide a question, matter or resolution at a
General Meeting, at which there is a quorum, that is not a Special Resolution, and is
supported by the votes of a simple majority of Members present, in person or by proxy, and
eligible to vote at the meeting.
“Player” means players who are listed on the Club’s current Senior, Reserves and Colts
playing lists.
“Poll” means voting conducted in written form which may include, but is not limited to, a
secret ballot (as opposed to general agreement or a show of hands).
“President” means the Director elected as president pursuant to Rule 15.4.
“Records” for the purposes of Rule 35 shall mean the Rules, Minutes of General Meetings
and the Record of Officer Holders.

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“Record of Office Holders” means the Record of Office Holders to be maintained in
accordance with Rule 15.32 and Rule 15.33.
“Register” shall mean the Register of Members referred to in Rule 13 but for the purposes
of Rule 14, shall be restricted to the name and preferred mode of contact of each Member.
“Returning Officer” means the returning officer appointed under Rule 17.6.
“Rules” means the Rules as contained in this Constitution.
“Special Resolution” means a resolution that must be passed by a special resolution in
accordance with these Rules, at a General Meeting, at which there is a quorum and be
supported by the votes of not less than three-fourths of the Members present, in person or
by proxy and eligible to a vote at the meeting.
“Staff” means a person who is employed by the Club.
“Support Staff” means a person who is engaged by the Club to provide support services to
the Club.
“Surplus Property” has the meaning given to it in the Act, and means the property
remaining when the Club is wound up or cancelled after satisfying:
(a) the debts and liabilities of the Club; and
(b) the costs, charges and expenses of winding up the Club or cancelling its
incorporations,
but does not include the books pertaining to the management of the Club.
“Vice President” means the Director elected as vice president pursuant to Rule 15.14.
3. CLUB COLOURS
The colours of the Club shall be red and blue. The uniform of the Club shall be in the
Club’s colours and the playing uniform shall be Cardinal Red with Blue Sash. Other
colours and designs may only be included if appropriate for special commemorative
purposes but the colours must be predominately red and blue.
`
4. AFFILIATION
4.1 The Club participates in the Western Australian Football League (“WAFL”)
competition organised by the Western Australian Football Commission Inc.
(“WAFC”). The Club is formally affiliated with the WAFC and acknowledges it as the
peak governing body for football in Western Australia.
4.2 The Club has a direct legal relationship with the WAFC through the WAFL Licence
Agreement which outlines the rules, conditions and funding to participate in the
competition.
5. OBJECTS
The objects of the Club are to:
5.1 Foster, promote and advance the game of Australian Rules Football and to provide
facilities for playing that game.

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5.2 Provide recreational and sporting facilities for its Members, to encourage the game
of Australian Rules Football in its metropolitan and country districts and to promote
good fellowship amongst its Members.
5.3 Provide and maintain premises in Western Australia of which it may be the owner or
occupier for the accommodation and benefit of all its Members and their guests.
5.4 Foster, promote and advance the participation in all sports by members of the
community.
5.5 Foster, promote, encourage and advance the history, tradition and culture of the
Club.
5.6 Utilise the participation in sport as a means of improving educational outcomes,
enhancing the development of life skills and increasing employment prospects for
young people within the community.
5.7 Do other acts, matters and things as may be incidental to or necessary for the
purpose of attaining any one or more or all of the above objects.

6. POWERS
The powers conferred on the Club are the same as those conferred by Section 14 of the
Act, so that subject to the Act and any additions, exclusions or modifications inserted below,
the Club may do all things necessary or convenient for carrying out its objects and
purposes, and in particular, may:
6.1 acquire, hold, deal with, and dispose of any real or personal property, save and
except that if the value of any property to be disposed of exceeds twenty five per
cent (25%) of the value of the total assets of the Club as stated in the audited
Financial Report adopted at the last Annual General Meeting, then said property
disposal must be confirmed by a Special Resolution of the Members;
6.2 to make such agreements with relevant authorities, local governments and other
statutory authorities or other bodies for the purposes of leasing or other hiring of
property for the purposes of the Club, or the future sustainability of the Club and to
maintain the grounds, lawns and buildings for the use and accommodation of its
Members;
6.3 open and operate bank accounts;
6.5 borrow money upon such terms and conditions as the Club thinks fit for the purpose
of carrying on the work or activities of the Club;
6.6 give such security for the discharge of liabilities incurred by the Club as the Club
thinks fit;
6.7 invest any investments authorised by the law any surplus funds of the Club not
immediately required by the Club for the purpose of carrying on the work or
activities of the Club;
6.8 appoint agents to transact any business of the Club on its behalf;
6.9 appoint, dismiss and fix the salary and terms and conditions of such employees as
the Club may from time to time appoint and to delegate to any person so appointed
any of its powers or duties;

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6.10 enter into any other contract it considers necessary or desirable;
6.11 act as trustee and accept and hold real and personal property upon trust, but does
not have power to do any act or thing as a trustee that, if done otherwise than as a
trustee, would contravene the Act or the Rules;
6.12 appoint sub-committees comprised of such persons as the Club thinks fit, to
investigate any matter in any way relating to the affairs of the Club, or to perform
such duties as the Club may determine and subject to these Rules, the Club may

regulate the proceedings of all such sub-committees. Members of the sub-
committee may not need to be Club Members;

6.13 make such by-laws as may be necessary for the management of their own
proceedings and of the Club, provided that no by-law shall be made which is
inconsistent with these Rules;
6.14 make such arrangements with relevant authorities, local governments, other
statutory authorities and/or other bodies, for the purpose of leasing or other hiring of
suitable property for the purposes of the Club or the future sustainability of the Club,
and to maintain the grounds, lawns and buildings for the use and accommodation of
its Members;
6.12 amalgamate or affiliate with any other association having objects similar to the Club;
and
6.13 hold a liquor licence pursuant to the Liquor Act as deemed appropriate by the
Board.
7. NOT FOR PROFIT
The property and income of the Club must be applied solely towards the promotion of the
objects or purposes of the Club and no part of that property or income may be paid or
otherwise distributed, directly or indirectly, to any Member, except in good faith in the
promotion of those objects or purposes.
8. MEMBERSHIP
8.1 Membership of the Club shall consist of the following classes of Members:
• Ordinary
• Country
• Concessional
• Junior
• Honorary
• Life Member
• Social

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Ordinary Member
8.2 Any person who has attained or is over the age of eighteen (18) years, having made
application and having paid in advance the prescribed Membership fee as may be
decided by the Board from time to time, shall become an Ordinary Member.
8.3 Ordinary Members shall have full rights and privileges of the Club including the right
to propose or second any person to be a Director, to stand or hold office as a
Director, to vote at any election or re-election of Directors, to vote at any General
Meeting and to propose or second any person to be a Director.
Country Member
8.4 Any person over the age of eighteen (18) years whose permanent residence is
not less than 100 kilometres from the Club premises, having made application
and having paid in advance the prescribed Membership fee as may be decided
by the Board from time to time, shall become a Country Member and shall be
entitled to all the rights and privileges of an Ordinary Member.
8.5 Any Country Member who ceases to have the residential qualifications of a Country
Member and whose subscription has been paid, may upon application in writing to the
Board and after payment of the difference in subscription, shall become an Ordinary
Member.
8.6 Any Ordinary Member who has changed his or her usual place of residence from within
100 kilometres of the Club premises to a place outside that distance and whose
subscription has been paid to the date of the application may, upon application in writing
to the Board, become a Country Member.
Concessional Member
8.7 Any person having made application and having paid in advance the prescribed
Membership fee as may be decided by the Board from time to time, who is either:
8.7.1 a Pensioner or a Senior, who must produce a current Commonwealth
Concession Card or WA Seniors Card; or
8.7.2 a full time student at a tertiary institution who has attained or is over the age
of eighteen (18) years but under the age of twenty five (25) years, who
must produce evidence to substantiate their status as a full time student,
shall become a Concessional Member and shall be entitled to all the rights and
privileges of an Ordinary Member.
Junior Member
8.8 Any person being under the age of eighteen (18) years having made application
and having paid in advance the prescribed Membership fee as may be decided
by the Board from time to time, shall become a Junior Member and shall be
entitled to exercise such privileges of the Club as the Board shall from time to
time determine.
8.9 Junior Members shall not have the right to vote at any election or re-election of
Directors, nor vote at any General Meeting, nor stand or hold office as a Director ,
nor propose or second any person to be a Director.
8.10 A Junior Member upon attaining the age of eighteen (18) years shall thereafter

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cease to be a Junior Member and shall be entitled to apply for and be made an
Ordinary Member.
8.11 A Junior Member shall not be admitted to and shall not attempt to enter any part of the
Club where liquor is served or consumed, other than in accordance with Rule 29.6 or
the provisions of the Liquor Act.
Honorary Member
8.12 Any person who the Board has decided is worthy of special recognition for
services to the Club on an annual basis shall become an Honorary Member. An
Honorary Member will not be entitled to stand or hold office as a Director, nor
vote in any election or re-election of Directors, nor propose or second any person
to be a Director, nor vote at any General Meeting. They are entitled to attend any
General Meeting but cannot vote. They shall not be required to pay a
subscription fee or annual Membership fee other than which may be required by
law. The Board may from time to time elect for such period as it shall think fit as
an Honorary Member of the Club.
Life Member
8.13 Life Membership may be granted to any Member who has attained or is over the
age of 21 years for special meritorious services rendered to the Club upon
recommendation by the Board and confirmed by a Special Resolution at an AGM.
8.14 A Player who has played at least one hundred and fifty (150) League games for the
Club may be granted Life Membership upon recommendation by the Board and
confirmed by a Special Resolution at an AGM.
8.15 A Player who has played at least one hundred (100) games for the Club and who
has been a playing member of the Club for a period of not less than 10 years may
be granted Life Membership upon recommendation by the Board and confirmed by
a Special Resolution at an AGM.
8.16 A Player who has played a combined total of at least one hundred and seventy five
(175) games, being a minimum of one hundred (100) League games for the Club
and the balance being games for an AFL club, may be granted Life Membership
upon recommendation by the Board and confirmed by a Special Resolution at an
AGM.
8.17 The awarding of Life Memberships for special meritorious services rendered to the
Club under Rule 8.13 shall be limited to two (2) per year.
8.18 Life Members shall be exempt from paying any annual Membership fee and shall be
entitled to all the rights and privileges of an Ordinary Member.
Social Member
8.19 Any member who has attained or is over the age of eighteen (18) years having
made application and having paid in advance the prescribed Membership fee as
may be decided by the Board from time to time, shall become a Social Member and
shall be entitled to use the social facilities of the Club.
8.20 Social Members shall not have the right to vote at any General Meeting, nor vote in
any election or re-election of Directors, nor stand for or hold any office of the Club,
nor propose or second any person to be a Director.

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9. APPLICATION TO BECOME A MEMBER
9.1 Any person who wants to become a Member must make application in such form as
may be determined by the Board from time to time and shall be nominated for
membership by a Member. The Board may from time to time, determine the amount of
the nomination fee, if any, to be paid by each Member or each class of Members upon
becoming a Member.
9.2 Any person desiring to become a Member shall complete an Application Form (paper
based or online) that contains their name and address. The Application Form must
specify the class of membership being applied for, must provide any information
evidencing that the applicant meets any eligibility criteria for that class of
Membership, must be signed by the applicant and, if the Board requires that a
person must be nominated for Membership by a Member, must also be signed by
the nominee.
9.3 All applications shall be posted on the Club noticeboard for a period of not less than
seven (7) days before election and a period of not less than fourteen (14) days shall
elapse between nomination and election.
9.4 At the Board Meeting following the said fourteen (14) days referred to in Rule 9.3,
the Board shall elect such persons as Members. The Board shall have the right to
refuse to elect any person to Membership without assigning any reason for so doing.
9.5 On the election to Membership, the CEO shall notify each person and they shall,
upon payment of their Membership fees, become a Member.
9.6 The new Member shall be provided with a copy of the current Constitution of the
Club which can include giving it to the Member by electronic transmission or
notifying the Member of the details of a website where it may be downloaded.
9.7 The Board may from time to time restrict the number of persons who may be Members
of any class of Membership.
9.8 The Club must have at least six (6) Members with full voting rights. The maximum
number of Ordinary Members is unlimited unless decided otherwise by resolution of
Members at a General Meeting or by resolution of the Board.
9.9 Any person who supports the objects or purposes of the Club is eligible to apply to
become a Member. The Club must comply with all legal and regulatory obligations
that apply to the Club when assessing eligibility of an applicant for Membership. A
person under the age of 18 years is not to belong to a class of Membership that
confers voting rights.
9.10 The Board may from time to time, determine the amount of the annual Membership
fee, if any, to be paid by each Member or each class of Members, and the date on
which the annual Membership fee is due (“Due Date”). Until resolved otherwise by
the Board the Due Date is the last day of the preceding Financial Year.
9.11 For six (6) months after the Due Date, the Member retains all the rights and
privileges of a Member for the purposes of these Rules during that time, including
the right to vote.
9.12 If a Member pays the annual Membership fee within six (6) months after the Due
Date, the Member retains all the rights and privileges of a Member for the purposes
of these Rules during that time, including the right to vote.

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9.13 Subject to Rule 9.14, if a person fails to pay the annual Membership fee within six
(6) months after the Due Date, the person ceases to be a Member.
9.14 If a person ceases to be a Member under Rule 9.13, and subsequently pays to the
Club all the Member’s outstanding Membership fees, the Board may, if it thinks fit,
reinstate the Member’s rights and privileges from the date on which the outstanding
fees are paid, including the right to vote.

10. MEMBERS’ RIGHTS
10.1 The rights and privileges of every Member shall be personal and shall not be in any
manner transferable by their own act or through any other person acting on their
behalf, or by the operation of law.
10.2 Every Member upon paying their Membership fee shall be supplied with a
Membership card or such other form that shall identify the Member as shall be
determined from time to time by the Board.
10.3 All Members, except Junior Members, are entitled to invite guests to the Club, but
the number of guests shall not exceed the maximum number as contained in the
Liquor Act.
10.4 All Members, except Junior Members, are entitled to hold and host private or
business functions on the Club premises after written application for such function
has been considered and approved by the CEO. The CEO or Approved Manager
will furnish the applicant with a written copy of the Club rules relating to functions
after the application has been approved and any additional conditions and
restrictions he or she shall see fit.
10.5 All Members are fully liable for any loss or damage to the Club or its property or
equipment caused through failure to observe the Rules and By-laws or any
directions or orders of the Board or any Officer.
10.6 Subject to Rule 10.5, a Member is only liable for their outstanding Membership fees
payable under these Rules, if any.
10.7 Subject to Rule 10.5 and Rule 10.6, a Member is not liable, by reason of the
person’s Membership, for the liabilities of the Club or the cost of winding up the Club.

11. TERMINATION OF MEMBERSHIP
11.1 Membership may be terminated upon:
11.1.1 non-payment of Membership fees within six (6) months of the Due Date; or
11.1.2 the death of a Member; or
11.1.3 resignation as a Member; or
11.1.4 the expulsion of a Member in accordance with Rule 12.
11.2 A Member who has paid all amounts payable by the member to the Club in respect
of their Membership, may resign from Membership by giving written notice of their
resignation to the CEO. The Member resigns at the time the CEO receives the
notice or, if at a later time, at that later time. Any Member who resigns from the Club
remains liable to pay to the Club, any outstanding fees which may be recovered as

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a debt due to the Club by the Member.
11.3 For a period of one year after a person’s Membership ends and that person ceases
to be a Member, the CEO must keep a record of the date on which the person
ceases to be a Member, and the reason why the person ceased to be a Member.

12. SUSPENSION OR EXPULSION OF MEMBERS
12.1 The Board, may by resolution, suspend or expel a Member from Membership if the
Member refuses or neglects to comply with these Rules, or the Member’s conduct is
detrimental to the interests of the Club, or if the Member is deemed not to be a fit
and proper person to be a Member.
12.2 The Board must hold a Board Meeting to decide whether to suspend or expel a
Member.
12.3 The Board or the CEO must not less than twenty eight (28) days prior to the
meeting, give written notice to the Member of the proposed suspension or expulsion
and the grounds on which it is based and of the time, date and place of the Board
Meeting.
12.4 The notice shall also advise that the Member or the Member’s representative may
attend the Board Meeting and address the Board at the meeting and will be given
full and fair opportunity to state the member’s case orally, or in writing, or both.
12.5 At the Board meeting, the Board must give the Member or the Member’s
representative a full and fair opportunity to state the Member’s case.
12.6 The Board shall give due consideration to the oral and/or written statements of the
Member or the Member’s representative and determine whether or not the Member
should be expelled from the Club or suspended from Membership, and if so, the
period that the Member will be suspended.
12.7 Once the resolution has been passed to expel of suspend a Member from
Membership, the Board or the CEO must inform the Member by a notice in writing of
the decision of the Board within seven (7) days of the Board Meeting and that such
expulsion or suspension is effective immediately.
12.8 A Member who is suspended or expelled under this Rule, shall, if he or she wishes
to appeal against that suspension or expulsion, give notice to the Board or the CEO
of his or her intention to do so within fourteen (14) days after the serving of a notice
referred to in Rule 12.7.
12.9 When notice is given under Rule 12.8:
12.9.1 the Club by Special Resolution at a General Meeting, must either confirm or
set aside the decision of the Board to suspend or expel the Member, after
having afforded the Member or the Members’ Representative a reasonable
opportunity to be heard by, or to make representations in writing, to the
Members at the General Meeting; and
12.9.2 the Member who gave that notice is not suspended or does not cease to be
a Member unless and until the decision of the Board to suspend or expel
him or her is confirmed under this sub-rule.

12.10 Any person who has been refused membership of the Club or who is under
suspension or expulsion shall not be admitted to the Club premises as a guest of

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any member of the Club or otherwise.

13. REGISTER OF MEMBERS
13.1 The CEO shall keep and maintain in an up to date condition, a Register of
Members.
13.2 The Register shall contain:
13.2.1 the full name of each Member;
13.2.2 a contact postal, residential or email address of each Member and, only to
the extent it is reasonably practicable to obtain and has been obtained,
telephone number of each Member;
13.2.3 the class of Membership held by the Member;
13.2.4 the date of which the person became a Member; and
13.2.5 any other information by means of which contact can be made with the
Member, that is prescribed by the Act.

13.3 The Register must be so kept and maintained at the offices of the Club, or at such
other place as shall be decided from time to time by the Board.
13.4 The CEO must cause the name of a person who resigns, dies or who ceases to be
a Member under Rule 12 to be deleted from the Register.
13.5 All changes to the Register must be recorded within 28 days from receipt in writing
that the change has occurred.

14. INSPECTING AND COPYING THE REGISTER OF THE CLUB
14.1 A Member upon making a request to the CEO, shall at such time and place as is
mutually convenient to the CEO and the Member, be entitled to inspect the Register
free of charge, provided always that the Board may require a Member who requests
to inspect the Register to provide a statutory declaration setting out the purpose of
the request and declaring that the purpose is connected with the affairs of the Club.
14.2 A Member who inspects the Register pursuant to Rule 14.1 may make a copy of
details from the Register in accordance with Rule 14.3 to Rule 14.6 inclusive but has
no right to remove the Register for that purpose.
14.3 A Member may make a request in writing for a copy of the Register.
14.4 The Board may require a Member who requests a copy of the Register to provide a
statutory declaration setting out the purpose of the request and declaring that the
purpose is connected with the affairs of the Club.
14.5 The Club may charge a reasonable fee to the Member for providing a copy of the
Register, the amount to be determined by the Board from time to time.
14.6 A Member must not disclose the information on the Register:
14.6.1 to gain access to information that a Member has deliberately denied them
(that is in the case of social, family or legal differences or disputes);

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14.6.2 to contact, or send, material to the Club or a Member for the purpose of
advertising for political, religious, charitable or commercial purpose, unless
the use of the information is approved by the Board; or
14.6.3 for any other purpose, unless the purpose:
(i) is directly connected with the affairs of the Club; or
(ii) relates to the provision of information to the Commissioner in
accordance with a requirement of the Act.

15. BOARD OF DIRECTORS
15.1 The affairs of the Club shall be managed by a board of Directors (the Board)
consisting of seven (7) members.
15.2 The Directors must be elected or re-elected to the Board by way of a ballot of
Members eligible to vote and shall hold office from the AGM at which they are
elected or re-elected.
15.3 Subject to Rule 17.2 and Rule 17.7.21, the Directors shall be elected or re-elected
for a term of two (2) years and shall be eligible for re-election.
15.4 The President and Vice President, each being a Director, shall be elected by the
Board annually at the first meeting of the Board held after the AGM.
15.5 The President shall be the Chairperson of the Board and in his or her absence at a
Board Meeting, the chair shall be taken by the Vice President, or in both their
absence, by another Board Member appointed at the meeting.
15.6 The Board may appoint a maximum of two (2) additional Directors for any purpose
that the Board may determine from time to time and such co-opted Directors shall
hold office until the following AGM.
15.7 Co-opted Directors shall not be entitled to vote at a Board Meeting.
15.8 The Chair of the West Perth District Football Development Council may be offered
an ex-officio position on the Board and may attend Board meetings, but shall not
have voting rights on the Board.
15.9 Players, Support Staff and Staff of the Club shall not be eligible to be Directors.
15.10 The Board shall meet at least six (6) times in each calendar year for the transaction
of Club business and a schedule of such meetings shall be determined at the first
Board Meeting following the AGM.
15.11 Notice and an Agenda of every Board Meeting shall be forwarded by the CEO to
each Board Member at least forty eight (48) hours prior to such meeting.
15.12 Four (4) Board Members entitled to vote at the Board Meeting shall form a quorum
for a Board Meeting.
15.13 All business transacted by the Board shall be resolved by a majority of votes and
upon a resolution being declared carried by the Chairperson, such resolution shall
become binding upon the Board and all Members.

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15.14 Each Board Member shall have a deliberative vote, but if there is an equality of
votes, the President is entitled to exercise a second or casting vote.
15.15 A resolution in writing and signed by a majority of Board Members shall be as valid
and effectual as if it had been passed at a meeting of the Board duly called and
constituted.
15.16 Any such resolution shall be posted or faxed or electronically transmitted to all
Board Members and may consist of several documents in like form, each signed by
one or more Board Members. For the purpose of this Rule, a document produced
by mechanical or electronic means and bearing the signature of a Board Member
and printed by mechanical or electronic means shall be deemed to be a document
signed by that Board Member.
15.17 Unless the Board shall by resolution determine otherwise, the procedure at all
meetings of the Board shall be governed by the rules ordinarily observed in the
conduct of meetings in committee.
15.18 A Board Member must exercise his or her powers and discharge his or her duties
with a degree of care and diligence that a reasonable person would exercise in the
circumstances and must do so in good faith in the best interests of the Club.
15.19 No Board Member shall make any public statement or comment or cause to be
published any words or article concerning the conduct of the Board or the Club,
unless the person is authorised by the Board to do so and such authority is
recorded in the minutes of a Board Meeting.
15.20 A Board Member having any direct or indirect material, personal or pecuniary
interest in a matter being considered by, or in the contemplation of the Board, must,
as soon as he or she becomes aware of that interest, disclose the nature and extent
of his or her interest to the Board (and must disclose the nature and extent of the
interest at the next General Meeting) and must not be present while the matter is
being considered by the Board or vote on the matter, to the extent required by law.
15.21 The CEO must cause every disclosure made under Rule 15.20 by a Board Member
to be recorded in the minutes of the Board Meeting at which it is made.
15.22 All acts done by any meeting of the Board, or by any person acting as a Board
Member shall, notwithstanding that it is later discovered that there was some defect
in the appointment of any such person acting, be valid as if that person had been
duly appointed.
15.23 All Board Members and other Officers (with the exception of the CEO and the
Auditor) shall be honorary, provided that this provision shall not prevent any Board
Member or other Officer from being paid out of pocket expenses for travel and
accommodation properly incurred in attending a Board Meeting or General Meeting
or otherwise in connection with the Club’s business.
15.24 Payment of any honorarium or other remuneration to a Board Member or Officer
(with the exception of the CEO and the Auditor) out of Club funds as the Board shall
think appropriate must be approved by a resolution of the Members at a General
Meeting.
15.25 The Board shall be liable for the acts of any Board Member or other Officer or for
any loss or expenses happening to the Club, unless same happens through his or
her own wilful act, neglect of default.

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15.26 Every Board Member or other Officer (with the exception of the Auditor) shall be
indemnified by way of an insurance policy or out of the funds of the Club against
any losses, damages, costs or expenses incurred by him or her in or about the
discharge of his or her duties, except such as are incurred by his or her own wilful
act, neglect or default.
15.27 In the event that any Board Member:
15.27.1 resigns, by giving notice in writing to the CEO or the Board;
15.27.2 is absent from three (3) consecutive Board Meetings without a good reason
or without leave of absence being granted by the Board and the Board
resolves that his or her office as Board Member be vacated for any of those
reasons;
15.27.3 dies;
15.27.4 is permanently incapacitated by physical or mental ill-health;
15.27.5 becomes insolvent or bankrupt;
15.27.6 becomes disqualified from holding a position under Rule 15.30 or 15.31;
15.27.7 ceases to be a Member; or
15.27.8 is the subject of a Special Resolution passed by a General Meeting
terminating his or her appointment as a Director,
their office shall thereupon be immediately declared vacant and the CEO shall notify
them in writing of having ceased to hold office.
15.28 Any vacancy on the Board that occurs in accordance with Rule 15.27 or Rule 17.7.6
may be filled by a person appointed by the Board and such person so appointed (if
any) shall hold office until the following AGM.
15.29 In the event of all Board Members desiring to resign or, in the event that the number
of Board Members from any cause whatsoever, falls to three (3) or less, a new
Board of Directors shall be elected in the manner provided for in these Rules.
15.30 No person shall be entitled to hold a position on the Board, if the person has been
convicted of, or imprisoned in the previous five years, for:
15.30.1 an indictable offence in relation to the promotion, formation or management
of a body corporate;
15.30.2 an offence involving fraud or dishonesty punishable by imprisonment for a
period of not less than three (3) months; or
15.30.3 an offence under Part 4 Division 3 or section 127 of the Act,
unless the person has obtained the consent of the Commissioner.
15.31 No person shall be entitled to hold a position on the Board if the person is,
according to section 13D of the Interpretation Act 1984 (WA), a bankrupt or a
person whose affairs are under insolvency laws, unless the person has obtained the
permission of the Commissioner.

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15.32 The CEO must maintain the Record of Office Holders which must show: -
15.32.1 the full name of each Officer including but not limited to, all Directors, the
Trustees and persons who are authorised to use the Common Seal in
accordance with Rule 27;
15.32.2 the office held and the dates of appointment and (if applicable) cessation of
the appointment; and
15.32.3 a current contact postal, residential or email address of each person
referred to in Rule 15.32.1.

15.33 The Record of Office Holders must be kept and maintained at the Club’s place of
business.
15.34 Any Member is able to inspect the Record of Office Holders free of charge at such
time and place as is mutually convenient to the Club and the Member.
15.35 The Member may make a copy of or take an extract from the Record of Office
Holders but has no right to remove the record for that purpose.
16. POWERS AND DUTIES OF THE BOARD OF DIRECTORS
16.1 The affairs of the Club shall be managed and controlled exclusively by the Board,
which in addition to any objects, powers and authorities conferred by these Rules,
may exercise all such powers and do all such things as are within the objects of the
Club and which shall not by any Act of Parliament or by these Rules be required to
be done by the Club in a General Meeting.
16.2 For the attainment of the objects of the Club, the Board shall have the following
powers and duties:
16.2.1 Subject to the other Rules contained in this Constitution, to confirm and
approve the design and uniform of the Club.
16.2.2 The Board shall have the power to appoint and dismiss:
(i) the Chief Executive Officer;
(ii) coaches;
(iii) captains and vice-captains;
(iv) delegates and proxy-delegates to represent the Club at the
Western Australian Football Commission;
(v) a Club Patron and Vice Patron or Vice Patrons;
(vi) Trustees;
(vii) sub-committees for the conduct and direction of the various
activities of the Club as the Board shall from time to
timedetermine;

16.2.3 The Board may at any time at its discretion, remove or discontinue any of
the appointments made under Rule 16.2.2.

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16.3 The Board may delegate, in writing, to any officers, employees or sub-committees
as the Board thinks fit, the exercise of such functions of the Board as are specified
in the delegation, other than the power of delegation and any function which is a
duty imposed upon the Board by the Act or any other law.
16.4 Any delegation of functions under Rule 16.3 may be subject to such terms,
conditions and limitations as to the exercise of such functions as specified in the
written delegation, and the Board may continue to exercise any function so
delegated.
16.5 The Board may at any time and at its discretion in writing, revoke wholly or in part
any delegation referred to in Rule 16.3.
16.6 The Board shall be required to:
16.6.1 ensure compliance with these Rules;
16.6.2 safeguard and satisfy the needs of the Members;
16.6.3 manage the Club;
16.6.4 raise funds and authorise expenditure by the Club;
16.6.5 formulate major proposals, industry plans and objectives for acceptance by
its Members;
16.6.6 consider and resolve whether to suspend or expel any Member from
Membership; and
16.6.7 carry out all other duties required and authorised by these Rules.
16.7 The interpretation of these Rules, or of any question arising out of or not provided
for in these Rules, shall be at the discretion of the Board, whose decision shall be
final and binding on all Members.

16.8 All acts performed by the Board or by a person acting as a Director or any sub-
committee is deemed to be valid even if the act was performed when there was a

defect in the appointment of a Director, Officer or sub-committee.

17. ELECTION OF THE BOARD OF DIRECTORS
The following provisions shall apply to the election of the Board, namely
17.1 Subject to Rule 17.2 and Rule 17.7.21, three (3) Directors shall retire every alternate
year after holding office for two (2) years and shall be eligible for re-election.
17.2 At the AGM in 2019, being the first AGM after the adoption of this Constitution by
Members, all the Board Members must retire and elections will be held for the
position of all seven Directors. The three (3) nominees who receive the most votes
will be elected or re-elected for and each serve the full two-year term, and the
remaining successful nominees will be elected or re-elected for and each serve a
one-year term.
17.3 No person shall be eligible to serve more than five (5) consecutive terms as
President or as a Director.
17.4 A person employed by the Club as the Chief Executive Officer on a full time

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permanent basis cannot be appointed to the Board until three (3) years have passed
after leaving that role.
17.5 Each term of office a Director shall commence at the conclusion of the AGM or such
other General Meeting called for election purposes.
17.6 The Board shall appoint a returning officer (“Returning Officer”) to conduct the
election, who may appoint such persons to assist him or her as he or she thinks fit.
17.7 The election or re-election of the Directors shall be held in the following manner:
17.7.1 The CEO shall, not less than Thirty Five (35) days prior to the holding of the
AGM or such meeting called for election purposes, by notice sent either by
post and/or by giving it to the Member by electronic transmission and/or
notifying the Member of the details of a website where it may be
downloaded, call for nominations for the election of the Directors and
specify the particulars of the election, the Directors retiring and the
vacancies to be filled and the closing date for nominations for such election.
17.7.2 Each candidate for election or re-election as a Director must be proposed
and seconded by two (2) Members eligible to vote in such election.
17.7.3 Such nomination shall be in writing and shall be signed by the proposer and
seconder and shall also be signed by the candidate as evidence of their
consent to such nomination.
17.7.4 Nominations shall be delivered to the nominated Club office by hardcopy or
by electronic means or as specified in the notice referred to in Rule 17.7.1
not less than twenty one (21) days prior to the AGM or such other General
Meeting called for election purposes.
17.7.5 Where no more than the required number of candidates are nominated for
election as a Director, those candidates nominated shall be declared
elected or re-elected at the AGM or such other General Meeting called for
election purposes.
17.7.6 If insufficient nominations are received for the required number of
vacancies on the Board, then those candidates who have nominated shall
be declared elected or re-elected and any unfilled vacancies shall be filled
by persons appointed by the Board in accordance with Rule 15.28.
17.7.7 Where there are more nominations for election as a Director than there are
vacancies to be filled, an election by ballot shall be conducted.
17.7.8 The election by ballot shall be conducted either by post and/or
electronically, as shall be determined by the Board.
17.7.9 The Board will determine the procedure and process for any and all voting
conducted electronically and shall notify all Members eligible to vote of that
procedure and process.
17.7.10 All voting conducted electronically shall be by a computer-based on-line
ballot.
17.7.11 The Board may appoint an independent contractor to manage the on-line
voting process, but before the voting begins, the Returning Officer must
certify to the Board that, in the opinion of the Returning Officer, the on-line

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process has been designed so as to provide reasonable protection against
fraud.
17.7.12 The CEO shall within seven (7) days of the closing of nominations, post
and/or send by electronic transmission , as the Board shall determine, to all
Members eligible to vote to their nominated postal and/or electronic
address shown in the Register:
(i) The relevant ballot papers together with appropriate instructions
for voting.
(ii) A candidate profile sheet that has been submitted by each
candidate in such format as determined by the Board from time to
time.
(iii) The ballot paper and candidate profile sheet shall list candidates in
order as decided by a draw conducted by the Returning Officer.
(iv) The postal ballot papers shall contain an envelope marked “Ballot
Paper Only” together with a prepaid envelope addressed to the
Returning Officer, West Perth Football Club at the usual postal
address and a counterfoil slip for the provision of the signature,
name and address of the Member.
(v) The prepaid envelope containing the “Ballot Paper Only” envelope
shall be posted or delivered to the CEO or placed in the Ballot Box
at the Club premises.

(vi) The Returning Officer shall verify the validity of votes by cross-
referencing of the Members’ details on the prepaid envelope or

counterfoil slip with the current Register.

17.7.13 All Members, except Honorary, Junior and Social Members, are eligible to
vote for the election of the Directors.
17.7.14 Each Member, being a person eligible to vote, shall only be entitled to one
(1) vote.
17.7.15 Each Member eligible to vote shall vote by placing a cross (X) in the boxes
alongside the names of the candidates for whom the Member wishes to
vote without exceeding the full number of candidates required to be
elected.
17.7.16 Only a Member whose Membership fees are paid or not overdue six (6)
months beyond the Due Date shall be eligible for election to the Board or
be permitted to propose or second any candidate or vote at any election.
17.7.17 Each candidate may if he or she so desires appoint a scrutineer to
represent him or her at the counting of postal and/or electronic votes.
17.7.18 Voting shall close at 5.00 pm on the day prior to the AGM or such other
General Meeting called for election purposes.
17.7.19 The Returning Officer shall after the closing of the ballot open the ballot box
in the presence of the CEO and such candidates and/or scrutineers as are
in attendance and count the votes received for each candidate.

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17.7.20 The counting of votes lodged via the on-line voting system may be
conducted by the independent contractor appointed by the Board under the
oversight of the Returning Officer and candidates and/or scrutineers.
17.7.21 Where more than three (3) vacancies occur in any year, the three (3)

candidates receiving the highest number of votes shall be elected or re-
elected for a two (2) year term and the other candidates as required shall

be elected or re-elected for a one (1) year term.
17.7.22 Where two or more candidates receive an equal number of votes and the
vacancy or vacancies that remain are less in number than the said
candidates, then a secret ballot shall be taken of Members entitled to vote
at the AGM or such other General Meeting called for election purposes, to
determine which of the said candidates shall be elected or re-elected to fill
the remaining vacancy or vacancies.
17.7.23 The Returning Officer shall declare the results of the election to the CEO in
writing and such declaration shall be final and conclusive.
17.7.24 The results of the election shall be announced by the Chairperson at the
AGM or at such other General Meeting called for election purposes.
17.8 The validity of the election is not affected by any defect in the appointment of any
person for the purpose of holding the election.
17.9 The accidental omission to send ballot papers to any Member, or the non-receipt of
same, by post or electronic medium by any Member, shall not invalidate the
election.
17.10 The Returning Officer shall have control of the election and his or her decision shall
be final in all matters relating to the conduct of the election.

18. ANNUAL GENERAL MEETING
18.1 The Annual General Meeting of Members shall be held not later than six (6) months
after the end of the Financial Year or within a longer period as the Commissioner
may allow.
18.2 If the Club requires approval from the Commissioner to hold the AGM within a
longer period than under Rule 18.1 then the CEO must apply to the Commissioner
no later than four (4) months after the end of the Financial Year.
18.3 The CEO must give all Members (except Junior Members) not less than twenty one
(21) days notice prior to the date of the AGM, by notice sent either by post and/or by
giving it to the Members by electronic transmission and/or notifying the Members of
the details of a website where it may be downloaded, as the Board determines,
advise of the day, time and place that the AGM will be held and the business to be
transacted at the meeting.
18.4 The following business shall be conducted at the AGM:
18.4.1 To confirm the minutes of the previous AGM and any General Meeting that
has been held since the previous AGM.
18.4.2 To receive the Annual Report and the Report of the Board on the general
business undertaken by the Club during the preceding year and the current
general state of the Club.

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18.4.3 To receive the Financial Report of the Club and Auditor’s Report for the
preceding Financial Year.
18.4.4 To declare the result for the election or re-election of the Directors.
18.4.5 To elect or re-elect such Directors, if any, as may be required pursuant to
Rule 17.7.21.
18.4.6 To appoint or remove an Auditor or Auditors if required.
18.4.7 To confirm by Special Resolution, Life Memberships as proposed by the
Board and award Life Memberships.
18.4.8 To deal with such business as shall be brought forward of which due notice
has been given. Such business shall be given to the CEO in writing at least
thirty (30) days prior to the date of the AGM.
18.4.9 To transact any general business of which prior notice is not required by
these Rules.
19. GENERAL MEETINGS
19.1 A General Meeting may be called at any time by the Board.
19.2 The Board, upon receiving a request in writing from not less than five percent (5%)
of the Members entitled to vote to convene a General Meeting, or after receiving
notice under Rule 12.8 or Rule 30.7, must within twenty eight (28) days convene a
General Meeting.
19.3 The Members’ request must state the purpose of the meeting including the wording
of any proposed resolution and be signed by the required number of Members
making the request as specified in Rule 19.2.
19.4 If a General Meeting is not convened within the relevant twenty eight (28) days
referred to under Rule 19.2:
19.4.1 the Members referred to in Rule 19.2 who made the request may
themselves convene a General Meeting as if they were the Board; or
19.4.2 in Rule 12.8 or Rule 30.7 the Member who gave notice may him or herself
convene a General Meeting as if he or she were the Board.

19.5 When a General Meeting is convened under Rule 194, the Club must pay all
reasonable expenses in convening and holding the General Meeting.
19.6 The CEO must give all Members (except Junior Members) not less than twenty one
(21) days’ notice of a General Meeting sent either by post and/or by giving it to the
Members by electronic transmission and/or notifying the Members of the details of a
website where it may be downloaded, as the Board determines, and that notice
must specify the day, time and place for the meeting and the particulars of the
business to be transacted.
19.7 All resolutions, questions and matters submitted in accordance with these rules to a
General Meeting, except as otherwise provided in these rules where a Special
Resolution is required, shall:

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19.7.1 be determined by an Ordinary Resolution of those Members present, in
person or by proxy and eligible to vote, by a show of hands unless a poll is
demanded by at least ten (10) Members present and eligible to vote; and
19.7.2 in the event of a tied vote for an Ordinary Resolution, the Chairperson shall
be entitled to exercise a second or casting vote; and
19.7.3 in the event of a tied vote for a Special Resolution, the Chairperson shall
not be entitled to exercise a second and casting vote and such resolution,
question or matter shall lapse.
20. PROCEEDINGS AT GENERAL MEETINGS
The following shall apply to General Meetings:
20.1 A quorum shall by constituted by thirty-five (35) Members, present in person, or by
proxy and eligible to vote, at the time the meeting proceeds to business.
20.2 If a quorum is not present within thirty (30) minutes of the time appointed for the
commencement of the meeting:
20.2.1 where the meeting was convened upon the requisition of Members, in
accordance with Rule 19.2 the meeting shall be dissolved; and
20.2.2 in any other case:
(i) the meeting shall stand adjourned to such other time and place as
the Chairperson shall determine, or, if no determination is made,
the same time, day and place in the following week; and
(ii) if at the adjourned meeting a quorum is not present within thirty
(30) minutes of the time appointed for the commencement of the
meeting, then the Members present shall constitute a quorum.
20.3 The Chairperson of the Meeting shall be the President, and in his or her absence,
the chair shall be taken by the Vice President, or in both their absence, by another
Board Member or Member appointed at the meeting.
20.4 Voting on any resolution, question or matter at General Meetings, except as
otherwise provided in these Rules, shall be determined by a show of hands, unless
a poll is demanded by at least ten (10) Members present and eligible to vote.
20.5 At all General Meetings, all Members whose Membership fees are paid or are not
overdue for more than six (6) months beyond the Due Date, except Associate,
Social and Junior Members, are eligible to vote.

20.6 The accidental omission to send a Notice of Meeting to any Member, or the non-
receipt of same, by post or electronic medium by any Member, shall not invalidate

the meeting.
21. PROXIES
21.1 Each Member is entitled to appoint in writing, a natural person who is also a
Member, to be the Member’s proxy and to attend and vote on the Member’s behalf
at any General Meeting.
21.2 Written notice of the proxy must be on the form prescribed by the Club from time to

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time and must be given to the CEO or Chairperson before the commencement of
the meeting to which the proxy is appointed.
21.3 No Member may hold more than six (6) proxies.
22. MINUTES OF MEETINGS
22.1 The CEO or a person authorised by the board from time to time, must keep minutes
of the resolutions and proceedings of all Board Meetings and General Meetings,
together with a record of the names of those persons present at each meeting.
22.2 The minutes are to be taken and then within thirty (30) days after the holding of
each meeting, be entered into a Minute Book or file kept for that purpose, that may
be electronic.
22.3 The CEO must ensure that the minutes of a Board Meeting or General Meeting as
referred to in Rule 22.1 are reviewed and confirmed in the following minutes as a
true and correct record of such meeting by:
22.3.1 the Chairperson of the Board Meeting or General Meeting to which those
minutes relate; or
22.3.2 the Chairperson of the next succeeding Board Meeting or General Meeting.
22.4 When the minutes have been entered and confirmed as a true and correct record in
accordance with Rule 22.3, they are, until the contrary is proved, evidence that:
22.4.1 the Board Meeting or General Meeting to which they relate was duly
convened and held; and
22.4.2 that all proceedings recorded as having taken place at the Board Meeting
or General Meeting did in fact take place at such meeting; and
22.4.3 all appointments, elections or re-elections purporting to have been made at
such meeting have been validly made.

23. CHIEF EXECUTIVE OFFICER
23.1 The Chief Executive Officer (“CEO”) shall be appointed by the Board.
23.2 The Board shall be empowered to enter into a contract with the CEO containing the
terms, conditions and remuneration of his or her employment.
23.3 The CEO shall carry out such duties as the Board may from time to time direct or as
may be contained in a Duty Statement and/or Contract of Employment provided by
the Board from time to time which will include that the CEO will:
23.3.1 be responsible for the general management of the Club and supervision of
the staff;
23.3.2 co-ordinate the correspondence of the Club;
23.3.3 keep full and correct minutes of all resolutions and proceedings of Board
Meetings and General Meetings in accordance with Rule 22;
23.3.4 maintain any records required to comply with any act or statute enacted
from time to time, which may affect the Club;

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23.3.5 keep and maintain the Register of Members, as referred to and in
accordance with Rule 13;
23.3.6 keep and maintain in an up to date condition the Record of Office Holders
names and postal, residential and electronic addresses of the persons who
hold the offices of the Club provided for by these Rules, including but not
limited to, all persons who constitute the Board of Directors, the Trustees
and persons who are authorised to use the Common Seal in accordance
with Rule 27;
23.3.7 keep and maintain in an up to date condition the Constitution, Rules and
By-laws;
23.3.8 comply with the requirements of the Liquor Act and to maintain and renew
the Club’s Liquor Licence;
23.3.9 prepare an Annual Report for the Club; and
23.3.10 perform such other duties as may be imposed by the Board from time to
time or by these Rules on the CEO.

23.4 The CEO shall not have a vote at proceedings of the Board or any General Meeting.
23.5 Should the CEO be absent from his position for an extended period of time due to
leave or sickness, the Board may appoint an acting CEO to perform his or her duties.

24. FINANCE DIRECTOR
24.1 The Finance Director shall be a member of the Board and shall be appointed by the
Board annually.
24.2 The Finance Director shall oversee the conduct of the Club’s finances and shall:
24.2.1 keep such accounting records as correctly record and explain the financial
transactions and financial position of the Club;
24.2.2 keep its accounting records in such manner as will enable true and fair
accounts of the Club to be prepared from time to time;
24.2.3 keep its accounting records in such manner as will enable the true and fair
accounts of the Club to be conveniently and properly audited;
24.2.4 submit to each ordinary meeting of the Board a progressive statement of
receipts and expenditure together with a statement of liabilities and a
balance sheet; and
24.2.5 submit to Members at each AGM the audited accounts of the Club showing
the financial position of the Club at the end of the immediately preceding
Financial Year.

25. AUDITOR
25.1 The Financial Report shall be audited annually at the conclusion of the Financial
Year.

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25.2 Except as provided in Rule 25.5, an auditor may only be appointed by resolution of
the Members at a General Meeting.
25.3 An auditor must not be appointed if the person is not qualified for appointment.
25.4 A person is qualified for appointment as the auditor if the person is:
25.4.1 a member of a professional accounting body who has a designation in
respect of that Membership that is prescribed by the regulations for the
purposes of section 88(2)(a) of the Act; or
25.4.2 a registered company auditor under the Corporations Act; or
25.4.3 a person the Commissioner considers has appropriate qualifications or
experience and approves for the purpose of this Rule.

25.5 The Board may appoint an auditor if:
25.4.1 under Part 5 of the Act, the Club is required to ensure that the Financial
Statements for a year are audited; and
25.4.2 no appointment is of effect under Rule 25.2 for the Club,
and the auditor only holds office until the auditor’s report has been presented for
consideration at the next AGM after that appointment.
25.6 The Auditor appointed at a General Meeting holds office until the auditor:
25.6.1 dies; or
25.6.2 becomes insolvent under administration as that term is defined in the
Corporations Act; or
25.6.3 ceases to be qualified for such appointment; or
25.6.4 resigns from office as provided for under Rule 25.7; or
25.6.5 is removed from office under Rule 25.9.
25.7 An Auditor may, by giving notice in writing, resign as Auditor.
25.8 The Club must, within fourteen (14) days after being notice of resignation by the
auditor, lodge with the Commissioner notice of the resignation on the approved form.
25.9 An Auditor may only be removed from office by resolution at a General Meeting.
25.10 Written notice of an intention to move a resolution referred to in Rule 25.9 must be
given to every Member at least two (2) months before the General Meeting is to be
held.
25.11 The written notice must state in full the proposed resolution.
25.12 As soon as possible after being given the notice of the resolution, the Board must:
25.12.1 give a copy of the notice to the Auditor; and
25.12.2 lodge a copy of the notice with the Commissioner.

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25.13 The auditor who receives a notice from the Club under Rule 25.12.1 may within
thirty (30) days after receiving the notice, make a written representation, not
exceeding a reasonable length, to the Board.
25.14 Under Rule 25.9, a resolution proposing the Auditor’s removal is of no effect unless:
25.14.1 the Board gives a copy of the representation to all Members at least seven
(7) days before the meeting at which the resolution is to be considered; and
25.14.2 the Auditor is allowed to attend the meeting and address the Members
present before the vote on the resolution.

25.15 A document required to be given to a Member under this Rule 25, may be given in
accordance with Rule 32.
25.15.1 personally; or
25.15.2 by post; or
25.15.3 by any other means authorised under these Rules.
25.16 All costs associated with giving a document to the Members are to be borne by the
Club.
25.17 The Auditor shall be entitled to receive such remuneration as the Board may from
time to time determine.
25.18 The Auditor shall not be a Director and need not necessarily be a Member.
26. TRUSTEES
26.1 The Trustees of the Club shall be the President, Vice President, CEO and one other
elected Director.
26.2 The Board shall have the power to appoint or remove any of the Trustees and to fill
any vacancy occurring by death, resignation or removal.

27. COMMON SEAL
27.1 The Club must have a Common Seal on which its corporate name appears in legible
characters.
27.2 The Common Seal must not be used without the express authority of the Board and
every use of the Common Seal must be recorded in the Minute Book referred to in
Rule 22.
27.3 The affixing of the Common Seal must be witnessed by any two (2) of the Trustees
of the Club.
27.4 The Common Seal of the Club must be kept in the custody of the CEO or such other
person as the Board shall from time to time shall decide.

28. MERIT AWARDS
28.1 The Board may select in each year such person or persons as the Board thinks fit to

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receive a Merit Award.
28.2 A Merit Award shall be awarded for special services and assistance rendered to the
Club by the recipient.
29. LIQUOR LICENCE
29.1 The Club shall apply for and hold such Liquor Licence for the supply and sale of
liquor as the Board shall from time to time determine in accordance with the Liquor
Act.
29.2 The Board from time to time shall determine which part or all of the Club premises
that shall be the subject of the Liquor Licence.
29.3 The Club shall appoint and maintain a licensed Approved Manager for the purposes
of observing the requirements of the Liquor Act.
29.4 Liquor shall only be sold or supplied on the Club premises in accordance with the
Liquor Act.
29.5 No liquor shall be sold or supplied to any Juvenile.
29.6 Unaccompanied Juveniles are permitted to enter and remain on the Club licensed
premises for the purposes of viewing or participating in sport or Members attending
Club activities.
29.7 No liquor shall be sold or supplied for consumption elsewhere than on the Club
premises unless such liquor is removed from the Club premises by or on the
instructions of the Member purchasing the liquor.
29.8 The Club shall only be open for the sale of liquor during such hours as permitted
under the Liquor Act and as the Board shall from time to time determine.
29.9 No liquor shall be sold or disposed of on Christmas day, Good Friday or before noon
on ANZAC Day except as permitted under the provisions of the Liquor Act.
29.10 No payment or part payment of any Manager, or other official or servant of the Club
shall be made by way of commission or allowance from or upon the receipts of the
Club for liquor supplied.
29.11 No gambling or betting shall be allowed on the Club premises unless approved by
the relevant government authority.
29.12 Pursuant to Section 48(4)(e) of the Liquor Act, the Club shall keep an up to date
register of all Members in respect to each class of Membership and said register
must be continually available for inspection at the Club premises.

30. RESOLVING DISPUTES
30.1 This Rule applies to:
30.1.1 Disputes between Members; and
30.1.2 Disputes between the Club and one or more Members that arise under the
Rules or relate to the Rules.

30.2 The parties to a dispute must attempt to resolve the dispute between themselves

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within fourteen (14) days of the dispute coming to the attention of each party.
30.3 If the parties are unable to resolve the dispute, any party to the dispute may initiate
a procedure under this Rule by giving written notice to the CEO of the parties to,
and the details of the dispute.
30.4 The CEO must convene a Board meeting within twenty eight (28) days after the
CEO receives notice of the dispute under Rule 30.3, for the Board to determine the
dispute.
30.5 At the Board Meeting to determine the dispute, all parties to the dispute must be
given a full and fair opportunity to state their respective cases orally, in writing, or
both.
30.6 The CEO must inform the parties to the dispute in writing of the Board’s decision
within seven (7) days after the Board Meeting.
30.7 If any party to the dispute is dissatisfied with the decision of the Board, they may
appeal against that decision by giving notice to the Board or the CEO of his or her
intention to do so within the period of fourteen (14) days after the serving of a notice
referred to in Rule 30.6.
30.8 When notice is given under Rule 30.7, the Club by Special Resolution in a General
Meeting, must either confirm or set aside the decision of the Board.

31. BY-LAWS OF THE CLUB
31.1 The Board may make, amend and repeal By-laws for the management of the Club,
provided that the By-laws are not inconsistent with the Rules or the Act.
31.2 The By-laws made under Rule 31.1 do not form any part of the Rules.
31.3 The By-laws made under Rule 31.1 may make provision for:
31.3.1 adding, amending or repealing classes of membership and the rights,
privileges and obligations that apply to each class of membership;
31.3.2 the rights, privileges and obligations that apply to any Sponsors of the Club;
31.3.3 the rights, privileges and obligations that apply to the appointment of the
Patron and Vice Patrons of the Club;
31.3.4 requirements for financial reporting, financial accountability or audit of
accounts in addition to those prescribed by the Rules or the Act;
31.3.5 the signatories to the bank accounts of the Club; and
31.3.6 any other By-laws that the Board may from time to time deem appropriate.

32. NOTICES
32.1 Subject to Rule 32.3, a notice or other communication connected with these Rules
has no legal effect unless it is in writing and given as follows:
32.1.1 delivered by hand to the nominated address of the addressee; or
32.1.2 sent by post to the nominated address of the addressee; or

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32.1.3 sent by e-mail or any other method of electronic communication (including
facsimile) to the nominated electronic address of the addressee.

32.2 Subject to Rule 32.3, any notice given to a Member under these Rules, must be
sent to the Member’s preferred address as set out in the Register referred to in Rule
2.25.
32.3 For all General Meetings and any notice required to be given under Rule 25 the
Club must give notice of the General Meeting to Members by the CEO, at least 28
days before the date fixed for such meeting, by notice sent either by post and/or by
giving it to the Member by electronic transmission and/or notifying the Member of
the details of a website where it may be downloaded, as the Board determines,
which notice will contain the date, time and place at which such General Meeting is
to be held.

33. AMENDMENTS TO THE CONSTITUTION AND RULES
33.1 The Constitution and Rules shall not be added to, amended or repealed except at
an AGM or a General Meeting called for such purpose, at which due notice has
been given.
33.2 Any amendments to the Constitution and Rules must be decided by a Special
Resolution present, in person or by proxy and eligible to vote at such Meeting and
shall be determined by a show of hands unless a poll is demanded by at least ten
(10) Members present and eligible to vote.
33.3 The CEO shall within one (1) month or such other time as shall be determined by
the Act, of the passing of a Special Resolution to amend the Constitution or Rules,
lodge with the Commissioner, notice of the Special Resolution setting out the
particulars of the amendments together with certification of the Special Resolution
being duly passed as a Special Resolution and that the Constitution or Rules so
amended conform to the requirements of the Act.
33.4 The CEO shall as soon as practicable after the passing of a Special Resolution to
amend the Constitution or Rules, lodge with the Director of Liquor Licensing or such
other person as determined by the provisions of the Liquor Act, notice and
certification of the Special Resolution, setting out the particulars of the amendments
to the Constitution or Rules and no effect will be given to the change without the
prior approval of the Director.
33.5 The Constitution and Rules shall be reviewed every five (5) years or such other
period less than five (5) years as the Board may from time to time determine.

34. CANCELLATION AND DISTRIBUTION OF SURPLUS PROPERTY
34.1 The Club may cease its activities and have its incorporation cancelled in accordance
with the Act if the Members resolve by Special Resolution that the Club will:
34.1.1 apply to the Commissioner for cancellation of its incorporation; or
34.1.2 appoint a liquidator to wind up its affairs.
34.2 The Club must be wound up under Rule 34.1.1 and Part 9 of the Act before
cancellation can take place if it has outstanding debts or any other outstanding legal
obligations or is party to any current legal proceedings.

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34.3 Upon cancellation of the Club, the surplus property must only be distributed to one
or more of the following:
34.3.1 an incorporated association under the Act;
34.3.2 a body corporate that at the time of the distribution is the holder of a licence
under the charitable collections legislation in Western Australia;
34.3.3 a company limited by guarantee that is registered as mentioned in section
45B of the Corporations Act 2001 (Cwth);
34.3.4 a body corporate that:
(i) is a Member or former Member of the Club; and
(ii) at the time the Surplus Property is distributed, has rules that
prevent the property being distributed to its members;
34.3.5 a trustee for a body corporate referred to in Rule 34.3.4;
34.3.6 a company holding a licence that continues in force under the Corporations
Act 2001 (Cwlth) section 151; or
34.3.7 a co-operative registered under the Co-operatives Act 2009 (WA) that, at
the time of the distribution, is a non-distributing co-operative as defined in
that Act.

35. THE CLUB’S BOOKS AND RECORDS
35.1 Except as otherwise decided by the Board from time to time, the CEO must keep in
his/her custody, or under his/her control, all the Books of the Club with the exception
of the Financial Records which, except as otherwise directed by the Board from time
to time, are to be kept under the custody or control of the Finance Director.
35.2 The Books of the Club must be retained for at least seven (7) years.
35.3 Subject to these Rules, a Member is able to inspect the Records free of charge at
such time and place as is mutually convenient to the Club and the Member.
35.4 A Member must contact the CEO to request to inspect the Records.
35.5 The Member may copy details from the Records but has no right to remove the
Books of the Club for that purpose.
35.6 A Member must not use or disclose information in the Records except for a purpose:
35.6.1 that is directly connected with the affairs of the Club; or
35.6.2 related to the provision of the information to the Commissioner in
accordance with the Act.

35.7 Outgoing Board Members are responsible for transferring all relevant assets and
Books of the Club to the new Board within 14 days of ceasing to be a Board
Member.

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36. FUNDS
36.1 The funds of the Club must be kept in an account in the name of the Club in a
financial institution determined by the Board.
36.2 The funds of the Club are to be used in pursuance of the objects of the Club.
36.3 All cheques, drafts, bills of exchange, promissory notes and other negotiable
instruments of the Club must be signed by:
36.3.1 any two Board Members; or
36.3.2 any two (2) persons authorised by the Board.
36.4 The Club must keep Financial Records that:
36.4.1 correctly record and explain its transactions, financial position and
performance; and
36.4.2 enable true and fair Financial Statements to be prepared in accordance
with Part 5 of the Act.

36.5 The Club must retain its financial records for at least seven (7) years after the
transactions covered by the records are completed.