Club Constitution

Sunshine George Cross

(c) Members admitted to membership

(ii) be the member Club of FFA and to comply with the constitution and by-laws of FFA and FFV;

(iii) prevent infringement of the constitution and by-laws of FFA and FFV and protect Football from abuse;

(iv) co-operate with FFA, FFV and other bodies in the promotion and development of, or otherwise in relation to, Football, the Statutes and Regulations and the Laws of the Game;

(d) The Statutes and Regulations and the constitutions and by-laws of FFA and FFV as enforced from time to time;

(e) The FFV Codes of Behaviour and Rules of Competition, as amended from time to time; and

(f) The FFA Code of Conduct, as amended from time to time.

SUNSHINE GEORGE CROSS SOCCER CLUB LTD:

REGISTERED UNDER THE COMPANIES ACT 1961

AS A COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION

1                         (a)     The registered office of the Club shall be at an address in the State            of Victoria as the Committee hereby constituted may from time to     time determine.

(b)                   The regulations contained in table A in the Fourth Schedule to the           Companies Act 1961 shall not apply to this Company.

(c)                   The object for which the Club is established is to:

(i)                      promote the game of soccer and such other sport or game as the Club may determine.

(d)                   The assets and income of the Club shall be applied solely in furtherance of the objects of the Club as prescribed herein and in the Memorandum of Association and no portion thereof shall be distributed directly or indirectly to the members of the Club except as bona fide compensation for services rendered or expenses incurred on behalf of the Club.

(e)                   The Club must:

(a)          be a body corporate or incorporated association to be recognised by FFA and/or FFV and must have the following characteristics:

(i) it organises teams to participate in competitions sanctioned by FFV or FFA;

(ii) all members of its teams are entitled to membership;

(iii) members may vote in an election for any officeholders (whether directly if over 18 years of age or indirectly through the Junior Member’s parent or other legal guardian if under 18 years of age);

(iv) agrees to be bound by the Statutes and Regulations, the Laws of the Game and those FFA or FFV rules (including the respective constitutions) and by-laws expressed to apply to it; and

(v)             prevent infringement of the constitutions and by-laws of FFA and FFV and protect Football from abuse;

(b) amend:

(i) this Constitution; or

(ii) the By-laws,

to promptly adopt changes in the constitutions and by-laws of FFA and/or FFV made from time to time to the extent that they are applicable to the Club. In this clause the reference to changes to by-laws includes additional or replacement by-laws;

(c)          not otherwise amend or vary this Constitution without the consent of FFV and in accordance with the Act; or

(d)          not otherwise amend or vary any of its By-laws without the consent of FFV.

FFV must consent to any amendment to this Constitution or those By-laws which are required by law.

(f)                     Enforcement of rules

Subject to applicable law, the Club must:

(a)   promulgate and comply with, and do everything within its power to enforce compliance with, the Statutes and Regulations and the Laws of the Game; and

(b)   co-operate with FFA and FFV in all matters relating to the organisation of competitions, the Club’s own competitions and Football in general.

2                         In these regulations:-

“The Act” means the Companies Act 1961;

“The Club” means Sunshine George Cross Soccer Club Ltd;

“The Unincorporated Club” means the unincorporated body known as Sunshine George Cross Soccer Club, whose funds and other assets and
liabilities the Club is authorized to take over by Clause 2(a) of the Memorandum of Association;

“The Seal” means the Common Seal of the Club;

“Secretary” means any person appointed to perform the duties of a secretary of the Club and includes an honorary secretary;

“State” means the State of Victoria;

“The Committee” means the members for the time being of the Committee hereby constituted;

“Meeting of Social Members” means the meeting of social members as
provided by these Articles;

“Financial Year” means the period between the 1^st of October and the 30^th of September in each year;

Words importing the masculine shall include the feminine and the singular shall include the plural and vice-versa. These Articles shall be construed with reference to the Act and terms and expressions used in these Articles shall save where otherwise expressly defined have the same meaning as when used in the Act.

MEMBERSHIP

3                         For the purpose of registration the number of Members of the Club is Two
Hundred.

The Committee may from time to time register an increase in the number of
Members.

4                         Members of the Club shall be classified as follows:

(1)	Life Members;
(2)	Full Members;
(3)	Honorary members;
(4)	Social Members;
(5)	Gold Members;
(6)	Foundation/Life Member (7) Junior Members under the age of 18 years who, subject to this Constitution, are not entitled to hold any office, but shall have the right to be present, debate and vote at General Meetings through the Junior Member’s parent or other legal guardian.

The Committee may from time to time prescribe other classes of members and may fix the qualifications, rights, privileges, and obligations of any such class. Members of the respective classes shall enjoy the benefits of the Club to the extent following:

(a)                   Life Members, Full Members and Honorary Members shall enjoy the full benefits and privileges of the Club save as may be limited under Articles 16 and 21 hereof.

(b)                   Social Members shall enjoy such benefits and be entitled to use such rooms as shall be determined from time to time by the Committee, but they shall have no right to attend or vote at any meeting of the Club Members unless they are also Full Members and no Social Member under the age of 18 years may enter a bar and be served liquor.

5                         Only persons who have attained the age of 18 years shall be eligible for membership of the Club otherwise than as a Social Member under Article 4.

6                         The following may at the discretion of the Committee be made Honorary Members of the Club:

(a)	The Patron or Patrons for the time being.
(b)	His Excellency the Governor General of the Commonwealth of Australia and His Excellency the Governor of the State of Victoria upon their respective appointments to office but on vacation their respective positions they shall cease to be honorary members of the Club.
(c)	Their Excellencies the Governors of other states of the Commonwealth of Australia and of any other part of the British Commonwealth of Nations when visiting Melbourne the Heads of State of any other Country or Nation the High Commissioners and Ambassadors representing in Australia the governments of overseas countries, holders of diplomatic and consular appointments who are not engaged in professional or commercial pursuits but on vacating their respective appointments they shall cease to be honorary members of the Club.
(d)	A visiting member of another Soccer Club affiliated with the Victorian Soccer Federation, the Australian Soccer Federation or any district Association recognized by such Associations for the duration of the day on which he takes part in any match, game, competition or tournament played in the Club’s property.
(e)	Any prominent citizen visiting the Club for some special occasion.
(f)	Gentlemen of distinguished positions visiting Melbourne and not resident in Victoria and members of other clubs granted reciprocity by the Club for a period not exceeding three months in any year.
(g)	A salaried secretary of the Club during such time as he holds his appointment.

7 An honorary member may be admitted under the following conditions:

	(i)		By Invitation of the Committee.
	(ii)		On the nomination in writing of a member and approved by the President AND the majority of the members of the committee.
	(iii)		His name and address with the names of his proposer and where applicable of the members of the committee approving his admission shall be entered in a book kept for the purpose.
	(iv)		The proposer of an honorary member shall be liable for all debts due to the Club by such honorary member and held responsible for his good conduct within the Club.
	(v)		No honorary member of the Club shall be permitted to :
			(a)		hold an Office in the Club;
			(b)		attend any meetings of members of the Club;
			(c)		vote in respect of affairs of the Club;
			(d)		propose or second any candidate for membership of the Club;
			(e)		introduce visitors to the Club; and
			(f)		have any right title or interest in any of the property of the Club.
	(vi)		The Committee may at any time in its discretion revoke the honorary membership of any honorary member and upon such revocation such honorary member shall cease to be such.
8		(i)	Club on the recommendation of the Committee from the following persons:
			(a)	Those members of at least five years standing who have rendered special services to the Club.
			(b)	Those persons not being members of the Club who have rendered continuous invaluable services to the Club and who are recommended unanimously by a resolution of the Committee.
		(ii)	The Committee may receive for consideration nominations for election as life members by request in writing signed:
			(a)	By two members of the Committee, or
			(b)	By any twenty members of the Club, at least fourteen days before the date of the holding of the meeting of the Committee at which such request is to be considered for recommendation.
		(iii)	The Committee may in its absolute discretion from the persons nominated as aforesaid recommend one or more of such persons to the Annual General Meeting for election as Life Members but shall not be obliged to make any recommendation whatsoever.
		(iv)	A person elected as a Life Member shall NOTWITHSTANDING any other provisions in these Articles be entitled to all the privileges of membership for life without the payment of any subscription unless he shall cease to be a member under the provisions of the Articles 19 and 21 hereof.
		(v)	The resolution of election shall be recorded in a book kept for the purpose.

9                         Any member of the Club who intends to leave or has left Victoria and whose subscription for the current year has been paid may upon his or his agent’s application in writing be transferred by the Committee to the list of Absentee Members and thereupon be exempted from payment of further subscription until his return to Victoria. PROVIDED that such absence shall not exceed two years unless the Committee extends such period for another year as it is hereby empowered so to do upon receiving further application in the manner prescribed above. The subscription for the current year of the member transferred from the Absentee list shall be due on the first day of the month following the day of his return to Victoria. This Article shall not apply to members who ordinarily reside outside Victoria.

10                     A candidate for membership shall make application for election in writing on the prescribed form and shall be proposed by one member and seconded by another member of the Club PROVIDED that a Social member shall only propose or second a candidate for his class of membership and shall agree to be bound by the memorandum and Articles of Association by-laws and regulations of the Club if elected. Such application shall be accompanied by the prescribed entrance fee and the first annual subscription and shall be brought before the Committee at it’s next or subsequent meeting when the majority of the Committee there present may by ballot or otherwise elect the candidate as a member. The names and addresses of persons proposed as Full Members shall be displayed in a conspicuous place in the Club premises for at least a week before their election and an interval of not less than two weeks shall elapse between nomination and election of such members.

11                     The Committee may if it shall think fit sponsor any person as a candidate for membership of the Club in any of the classes of membership and in such event the prescribed application form in lieu of being signed by a proposer and seconder shall be endorsed by the words “Sponsored by the Committee” and shall be signed by any two members of the Committee.

12                     The Committee shall not be bound to accept the application for membership of any candidate.

13                     The Committee shall have the power to impose at its discretion, to waive, reduce, or alter the entrance fee payable by any class of member except honorary members who shall not be liable for payment of an entrance fee. All entrance fees shall be banked in a distinct bank account and shall be held pending the election of a candidate to membership. Should the candidate fail to pass the ballot, his entrance fee shall be refunded.

14                     The annual subscription or proportion thereof payable by each class of Member shall be determined from time to time by the Committee but shall not be less then one dollar per annum except Life Members and honorary members who shall not be liable for the payment of subscriptions.

(a)

If the whole of the funds and other assets of the unincorporated Club become the absolute property of the Club forthwith after it’s incorporation then every person who at the date of incorporation of the Club is a member of the unincorporated Club and who on or before the 1^st of November 1980, agrees to become a member of the Club shall be admitted by the Committee to membership of the Club. Every member of the Club who previously to his agreeing to become a member of the Club his paid his subscription due on the 11^th day of November 1979, as a member of the unincorporated Club shall not be liable to pay any further sum be way of annual subscription to the Club for the period prior to the 30^th day of October 1980.

(b)

The annual subscriptions shall be payable on the commencement of each financial year.

The Club must procure that each Member admitted to membership agrees to be bound by and observe:

(a)       This Constitution;

(b)       The Laws of the Game;

(c)        The Statutes and Regulations and those of the By-Laws expressed to apply to or in relation to Members;

CESSATION OF MEMBERSHIP

16                     The Committee may debar any unfinancial member from all or any of his rights and privileges as a member until he becomes a financial member.

17                     If any member fails to pay his subscription and is two months in arrears, the Committee may cause a notice to be delivered or posted to such member at his last known address requiring him to pay the same within twenty one days and in default of payment, such member shall if the Committee so determines cease to be a member of the Club and shall forfeit all rights in and claims upon the Club and the person who shall so cease to be a Member shall not be re-admitted as a member except upon nomination and election in accordance with Articles 10 or 11 hereof and upon payment of all arrears of subscription up to the time of his so ceasing to be a member PROVIDED THAT the Committee may waive in respect of any such nomination the entrance fee or any part thereof.

18                     The Committee may without nomination or ballot:

(a)	Transfer a Full Member to be a Social Member from the beginning of the financial year.
(a)	Transfer a Social Member to be a Full Member at any time upon payment of such additional subscription for the then current financial year as may be fixed by the Committee. No transfer above shall be made save upon written application of the Member.

19 Any Member wishing at any time to resign his membership of the Club shall give notice in writing of his intention to so do, addressed to the Secretary and deposited at or forwarded by post to the registered office of the Club, and such Member shall cease to be a Member forthwith.

20 Members shall notify the Secretary at the registered office of the Club of any changes of their addresses forthwith thereafter.

21	(i)	Subject to the right of the Member concerned to appeal to a general meeting of the Club (which upon written request delivered to the Secretary within fourteen days of the Committee’s ruling under this Article shall be convened by the Committee within thirty days of the date of any such request) the Committee shall have power and authority to expel, suspend, fine, reprimand, and require to apologize or make other similar personal amends to any member who shall willfully refuse or neglect to comply with the provisions of the Memorandum or Articles of Association of the Club or any by-laws of the Club or any resolution of the Committee or who shall be guilty of any conduct unworthy of a gentleman or detrimental to the interests of the Club or rendering him in the opinion of the Committee unfit to be a member of the Club.
	(ii)	No full member shall be dealt with under this Article without first being called before the Committee to show cause why he should not be dealt with by seven days notice in writing signed by the Secretary or someone acting in the place of the Secretary, stating the date hour and place of Meeting, and the substance of the charge or complaint, and that his attendance is required, and further that if he fails to attend at the time and place mentioned, the charge or complaint may be heard and dealt with, and the Committee may decide on the evidence before it has absence notwithstanding.
	(iii)	No member shall be dealt with under this Article unless two thirds of the members of the Committee present and entitled to vote in favor of the resolution dealing with such member, and no such resolution shall be passed unless every member of the Committee shall have not less than seven days notice on intention to deal with a member under this Article.
	(iv)	The Committee may act under this Article on it’s own motion or upon a complaint in writing by a member of the Club.
	(v)	It shall be the duty of all members of the Club able to give evidence on any proceedings under this Article to attend before the Committee for that purpose when required in writing so to do by the Committee.
	(vi)	Any suspension under this Article may be from entire membership or from the exercise of any particular right of such member. Any suspension shall be for such period as the Committee may determine. Any fine shall be of such sum not exceeding five Hundred Dollars as the Committee shall think fit.
	(vii)	The Member and the member lodging the written complaint referred to in sub-clause (iv) above shall be entitled to call evidence to be present throughout the hearing of evidence and to address the Committee of the Club.
	(viii)	NOTWITHSTANDING anything aforesaid any person who in the opinion of the Chairman conducts himself in a disorderly fashion preventing the due hearing of the matter may be excluded from the meeting for so long as the Chairman thinks necessary.
	(ix)	The Committee may adjourn from time to time and from place to place as it thinks reasonable.

GUESTS

22	(i)	A member desiring to introduce a guest to the Club premises shall comply with such by-laws or regulations relating to guests as the Committee shall from time to time prescribe.
	(ii)	A guest shall not be supplied with liquor in the Club premises unless in the company and at the expense of the member.
	(iii)	No person who has been rejected as a candidate for membership or who has been expelled from the Club or whose admission as a honorary member has been cancelled pursuant to the disciplinary power of the Committee under Article 21 hereof shall be eligible to be admitted as a guest to the Club premises.
	(iv)	A guest of a member may only remain on the Club premises during such time as he remains in the company of the member introducing him.
	(v)	The member introducing any guest shall be liable for the debts of his guest.
	(vi)	Any guest may be removed from the Club premises at the discretion of the Secretary or any member of the Committee.

MEETINGS

23                     The first General Meeting of the Club shall be held at such time not being less than one month nor more than three months after the incorporation of the Club and at such place as the Committee may determine.

24                     An Annual General Meeting of the Club shall be held in accordance with the provisions of the Act. The Annual General Meeting shall be held not earlier than the 1^st day of November, nor later than the 30^th day of November in each year as shall be fixed by the Committee. All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meetings.

25                     The Committee may convene an Extraordinary General Meeting at any time
and shall convene an Extraordinary General Meeting upon a requisition in accordance with section 137 of the Act signed by not less than one tenth of all members entitled to vote at a General Meeting.

26                     The Annual General Meeting of the Club shall transact the following business:

(a)	Consider the Balance Sheet and Profit and Loss Account of the Club for the past financial year together with the report of the Auditor or Auditors thereon and accompanying report of the Committee upon the state of affairs of the Club.
(b)	Election of the Committee of the Club.
(c)	Appointment of auditors and determination of their remuneration.
(d)	Any other business of which due notice shall have been given.
(e)	To consider any resolutions passed by a meeting of social members which directly affect their interest.

27                     All business shall be special that is transacted at an Extraordinary General Meeting and also all that is transacted at an Annual General Meeting with the exception of the matters specified in article 26 hereof.

PROCEEDINGS AT GENERAL MEETINGS

28                     No business shall be transacted at any General Meeting of the Club unless a quorum of members is present. At least 80 members personally present of a number representing one third of the then registered members (whichever is the lesser) shall form a quorum. If within half an hour after the time appointed for the announcement of the meeting a quorum is not present, the meeting if convened upon requisite under Article 25 shall be dissolved but in any other case it shall stand adjourned to the same date in the next week at the same time and place, and if at such adjourned meeting a quorum is not present those members who are present shall be a quorum and may transact the business for which the meeting was called.

29                     The President shall preside at any meeting of members at which he is present, and in his absence at the time appointed for any such meeting, the Vice President, or in his absence or in case both of them present decline to take the chair, then a chairman shall be elected by members from one of their number.

30                     The Chairman may with the consent of any meeting at which quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which adjournment took place. When a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting.

31                     At any General Meeting a resolution put to the vote at the meeting shall be decided on a show of hands unless the poll is (before or on the declaration of the result of a show of hands) demanded:

(a)	by the Chairman, or
(b)	by at least five members present and entitled to vote.

(1)

(2)

Unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the book containing the Minutes of the proceedings of the Club shall be conclusive evidence of the fact without proof of the number or proportion of the vote recorded in favor of or against the resolution. The demand for the poll may be withdrawn.

32                     If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment of otherwise as the Chairman directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith.

33                     In the case of an equality of votes whether on a show of hands or on a poll the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

34                     No member shall be entitled to vote at any General Meeting unless and until all monies then due by him to the Club have been paid in full.

36	(i)	The instrument appointing a proxy shall be deposited at the registered office of the Club or at such other place within the State as is specified for that purpose in the notice conveying the meeting not less than forty eight hours before the time holding the meeting at which the person named in the instrument proposes to vote and in default the instrument of proxy shall not be treated as valid.
	(ii)	A vote, given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument if no intimation in writing of such death, unsounded of mind or revocation has been received by the Club at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.

COMMITTEE AND OFFICERS

37                     The Executive of the Club shall consist of a President, a Vice President, an Honorary Secretary, an Honorary Treasurer, and a Social Chairman all of whom shall be members of the Club.

38                     The first Committee of the Club shall consist of the persons who have subscribed to the Memorandum of Association. They shall all retire at the First Annual General Meeting but shall be eligible for re-election.

39                     Thereafter the Committee shall consist of the Executive and four other members of the Club elected as herein provided.

40                     The Committee of the Club shall be not less in number than nine, nor more than twenty one.

41                     At the Annual General Meeting of the Club, the Officers (executive) of the Committee stall be elected for a period of three years, and other members for a period of one year.

(a)	To be eligible for nomination as a member of the Committee, a member must have at least two years of membership with the Club.
(b)	To be eligible for nomination as a member of the Executive, a member must have at least two years standing as a member of the Committee.

42 The election of Officers (executive) and other members of the Committee shall take place in the following manner:

(a)	Any two members of the Club shall be at liberty to nominate any other member to serve as an Officer or other member of the Committee PROVIDED THAT the nominee qualifies as per sub clauses 41(a) & (b).
(b)	The nomination, which shall be in writing and signed by the member and his proposer and seconder, shall be lodged with the Secretary at least fourteen days before the Annual General Meeting at which the election is to take place.
(c)	A list of the Candidates’ names in alphabetical order with the proposers’ and seconders’ names, shall be posted in a conspicuous place in the registered office of the Club for at least seven days immediately preceding the Annual General Meeting.
(d)	Balloting lists shall be prepared (if necessary) containing the names of the candidates only in alphabetical order, and each member present at the Annual General Meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies.
(e)	In case there shall not be a sufficient number of candidates nominated, the Committee shall fill up the remaining vacancy or vacancies.

43                     The Club may from time to time by ordinary resolution passed at a general meeting increase or reduce the number of office bearers or other members of the Committee.

44                     The Committee may from time to time by ordinary resolution passed at a Committee Meeting increase the number of officers or other members of the Committee either to fill a casual vacancy or an addition to the existing officers or other members of the Committee. Any officer or other member of the Committee so appointed shall hold office only until the next following Annual General Meeting PROVIDED THAT the appointed person or persons qualify as per sub clauses 41(a) & (b). If the appointment is that of an officer, he shall remain in office until the expiration of the three year period of the other officers.

45                     The Club may by ordinary resolution, remove any officer or other member of the Committee before the expiration of his period of office, and shall by an ordinary resolution appoint another person in his stead: PROVIDED THAT the appointed person qualifies as per sub clauses 41(a) & (b) and the person so appointed shall hold office only until the next following Annual General Meeting or if appointed to an officer’s position he shall retire at the expiration of the three year period of the other officers.

46                     A member of the Committee shall vacate his office:-

(a)	On becoming bankrupt or committing any act of bankruptcy, or
(b)	On being found a lunatic or becoming of unsound mind or being declared by a court of competent jurisdiction to be incapable of managing his affairs, or
(c)	On resigning his office by notice in writing left at or sent by registered post to the registered office of the Club, or
(d)	On having failed to pay all annual subscriptions due by him to. the Club within 30 days after the date on which the same should have been paid, or
(e)	On having been absent from three consecutive meetings of the Committee without obtaining leave of absence, or
(f)	On ceasing his membership of the Club whether under the provisions of Articles 19 or 21 or otherwise, or
(g)	If he holds any office or profit under the Club, or
(h)	If he is directly or indirectly interested in any contract or proposed contract with the Club PROVIDED always that nothing in this paragraph shall affect the operation of clause 3 of the Memorandum of Association of the Club.

47                     The continuing members of the Committee may act NOTWITHSTANDING any vacancy in their number.

48                     In the event that a salaried Secretary be appointed, the office of Honorary Secretary shall lapse whereupon the number of the Committee for the time being shall be decreased by one.

49                     A casual vacancy shall be any vacancy occurring before a member of the Committee is obliged to retire pursuant to Article 41.

50                     In the event of the office of President becoming a casual vacancy as defined in Article 49, it shall devolve on the Vice-President. Should the Vice-President decline to accept the office of President, any other member of the Committee may then indicate his willingness to accept such office, and in the event of more than one member so indicating, a ballot among the Committee should be held to elect a President.

In the event of all members of the Committee declining to accept the office of President, it shall be declared a casual vacancy pursuant to article 49 and filled by the Committee pursuant to the provisions hereof.

51                     In the event of an office of Vice-President becoming a casual vacancy as defined in Article 49, the Committee shall elect one of it’s members to fill the vacancy (and shall then declare a casual vacancy for a Committee member) and in the event that no member of the Committee shall agree to accept the office or offer himself for election to fill the vacancy, it shall then be declared a casual vacancy pursuant to Article 49 and filled by the Committee pursuant to the provisions hereof.

52                     If more candidates then there are vacancies be nominated for any position on the Committee, the election shall be by ballot as aforesaid to be held at the Annual General Meeting of the Club.

53                     The Committee shall at it’s last meeting before the Annual General Meeting appoint a returning officer and scrutineers to conduct the election of the office bearers and Committee members.

54                     The election of office bearers and committee members, if to be conducted by ballot, shall take place on the day of the Annual General Meeting between such hours as the Committee may decide.

POWERS AND DUTIES OF THE COMMITTEE

55                     The business and affairs of the Club shall be under the management of the Committee which may exercise all such powers and do all such things as may be exercised or done by the Club save such as are by these Articles or by any statute for the time being in force required to be exercised or done by the Club in General Meetings subject nevertheless to these Articles and to the provisions of the Companies Act 1961 and the Liquor Control Act 1968 and to any regulations not inconsistent with the regulations or provisions as may be prescribed by the Club in general Meetings PROVIDED THAT no such regulation shall invalidate any prior act of the Committee which would have been valid if such regulation would not have been made.

56                     Without prejudices to the general powers conferred by Article 55 and of the other powers conferred by these Articles, the Committee shall have the following powers:-

(a)	To pay the cost, charges, and expenses incidental to the administration of the club.
(b)	To lease or mortgage all or any of the property rights and undertakings of the Club.
(c)	To determine who shall be entitled to sign bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts, and documents of the Club.
(d)	To purchase or otherwise acquire for the Club any property leases, rights, or privileges which the Club is authorized to acquire at such price, and generally on such terms and conditions as it thinks fit.
(e)	To appoint and at it’s discretion remove or suspend such managers, secretaries, officers, clerks, agents and servants from permanent, temporary or special services as it may from time to time think fit and to determine their duties and fix and pay their salaries emoluments or honoraria and to require security in such instances and to such amount as it thinks fit.
(f)	To secure the fulfillment of any contracts or engagements entered into by the Club by mortgage or charge of all or any of the property of the Club for the time being or in such other manner as it may think fit.
(g)	To borrow or raise money by mortgage or charge or lien on the whole or any part of the property or assets of the Club by the issue of debentures of debenture stock perpetual or otherwise of in such other manner as it shall think fit.
(h)	At it’s discretion to pay for any rights and property acquired by or services rendered to the Club either wholly or partially in cash or in debentures or other securities of the Club as may be agreed upon and such debentures or other securities may be either specifically charged upon all or any part of the property of the Club or not so charged.
(i)	To institute, conduct, defend, compound or abandon any legal proceedings by or against the Club or its officers or otherwise concerning the affairs of the Club and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Club.
(j)	To refer any claims or demands by or against the Club to arbitration and to observe and perform the award.
(k)	To make and give receipts releases and other discharges for money payable to the Club and for the claims and demands of the Club.
(l)	To execute in the name and on behalf of the Club in favor of any member of the Committee or other person who may incur or be about to incur any personal liability whether as principal or surety for the benefit of the Club such mortgages of the Club property present or fixture as it thinks fit, and any such mortgage may contain a power of sale and such other powers, covenants and provisions as shall be agreed upon.
(m)	To set aside but of the profits, entrance fees, subscriptions or other moneys or assets of the Club such sums as it thinks proper as reserve fund to meet contingencies or for repairing, improving or maintaining any of the property of the Club or for such other purposes as the Committee shall in it’s absolute discretion think conducive to the interest of the Club and to invest the several sums so set aside in such investments as it may think fit and from time to time deal with or vary such investments or dispose of all or any part thereof at it’s discretion for the benefit of the Club and to divide the reserve funds into such funds as it may think fit.
(n)	To appoint any person to accept and hold in trust for the Club any property belonging to the Club or in which it is interested or for any other purposes and to execute and do all such deeds and things as may be requisite in relation to any such trust.
(o)	From time to time to make, vary and repeal by-laws for the proper conduct and management of the Club and all by-laws so made and for the time being in force shall be binding on the members of the Club and shall have full effect accordingly and the Committee shall adopt such means as it deems sufficient to bring to the notice of the members of the club all such by-laws, amendments, and repeals.
(p)	To impose a penalty and to fix the amount of compensation payable to the Club by a member , injuring, tearing, defacing, damaging or removing any article the property of the Club and to order an offending member to return to the Club premises any article, so removed by him.
(q)	To delegate any of its powers or the doing of any act or thing to any subcommittee and may prescribe the regulations to be observed by such subcommittee in the exercise of any power so delegated by it.
(r)	To co-opt any member to advise or assist the Committee or any subcommittee in any of their deliberations.
(s)	To negotiate with clubs who have similar objects and standing and if found satisfactory may approve of them and may grant members of such clubs reciprocity as honorary members as hereinbefore prescribed.
(t)	To enter into all such negotiations and contracts and to receive any vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Club as it may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Club.
(u)	To do all such acts, matters and things as are contained in the Memorandum of Association to maintain and promote and develop the Club.

57                     The Committee shall be required to meet twice monthly, the first such meeting to be held within fourteen days of the adoption of these Article and the Committee shall be required to keep full and correct Minutes which shall be signed by the Honorary Secretary or the Assistant Honorary Secretary and such Minutes and records shall be available for inspection by the members of the Club.

58                     No by-laws promulgated by the Committee shall be inconsistent with or shall affect or repeal anything contained in the Memorandum and Articles of Association and any by-laws may be set aside by a special resolution of members.

59                     All acts authorized to be done by any member of the Committee or any subcommittee or by any person acting on it’s behalf , shall NOTWITHSTANDING that it is afterwards discovered that there was some defect in the appointment of any such member of the Committee or subcommittee or persons acting as aforesaid or that they or any of them were disqualified from so acting be as valid as if every person had been duly appointed or was qualified as a member of the Committee or sub-committee as the case may be.

INDEMNITY

60                     Every member of the Committee, auditor, Secretary, and other officer for the time being of the Club shall be indemnified out of the assets of the Club against any liability arising out of the execution of the duties of his office which is incurred by him in defending any proceedings, whether civil or criminal in which judgment is given in his favor or in which he is acquitted or in connection with any application under the Act in which relief is granted to him be the Court in respect of any negligence, default, breach of duty, or breach of trust.

61                     Subject to the provisions of section 133 of the Act no member of the Committee or officer of the Club shall be liable for the acts, receipts, neglects, defaults of any other member of the Committee or officer, or for the joining in any receipt or other act for conformity or for any loss or expenses happening to the Club through the insufficiency or deficiency of the title to any property acquired by order of the Committee, for or on account of the Club or for the insufficiency or deficiency of any securities in or upon which any of the moneys of the Club shall be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any moneys, securities or effects shall be deposited, or for any other loss, damage or misfortune, whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same happens through his own willful act or default.

ACCOUNTS

62                     The Committee shall cause to be kept proper books of account in which shall be kept full, true and complete accounts of the affairs and transactions of the Club. The books of account shall be kept at the registered office of the Club or at such place or places as the Committee shall think fit and shall always be open to the inspection of members of the Committee.

63                     Subject to the provisions of Clause 8 of the Memorandum of Association of the Club, the Committee shall from time to time determine whether and to what extent and at what time and places and under what conditions or regulations the accounts and books of the Club or any of them shall be open to the inspection of members not being members of the Committee, and no member not being a member of the Committee shall have any right of inspecting any account or book or documents of the Club except as conferred by statute or authorised by the Committee or by the Club in a General Meeting.

EXECUTIVE COMMITTEE

64                     The Executive of the Committee shall be five (5) in number consisting of:

President
Vice-President
Honorary Secretary
Honorary Treasure
Social Chairman
Save that should a salaried secretary be appointed whereby the office of Honorary Secretary shall lapse, the executive of the Committee shall consist of all the abovenamed save and except for the Honorary secretary

65                     The Executive shall between each meeting of the Committee have the same
powers of the Committee.

LIQUOR LICENCE

66                     While and so long as the Club shall be the holder of a licence under the Liquor Control Act 1968 or any re-enactment or amendment thereof the Club and/or the member of the Committee or other officers are prohibited from appointing any persons to be members of the Committee or other officers, either in substitution for or in addition to the members of the Committee or other officers who shall be in office at the time the Club shall become the holder of the said Licence until the same address and occupation of each person proposed to be appointed, or member of the Committee or other Officers has been submitted in writing to the Secretary of the Liquor Control Commission and to the Licensing Inspector for the police division in which the Licensed premises are situate and every such person have been approved by the Liquor Control Commission.

67	(a)	No payment or part payment shall be made to any member of the Committee or other officers or servant of the Club whether by way of commission or allowance from or upon the receipts of the Club for liquors supplied.
	(b)	No person under the age of eighteen years shall be sold or supplied with liquor.
	(c)	No liquor shall be sold or supplied for consumption elsewhere that on the Club premises unless such liquor is removed from the premises of the Club by the member purchasing same.
	(d)	No persons under eighteen years of age except boys who are being trained as waiters and are not allowed to serve behind the bar shall be employed by the Club.

REGISTER OF MEMBERS

68                     The Committee shall keep in a book supplied for that purpose a register of all members of the Club specifying each class of member. Such register shall be kept at the registered office of the Club and shall be made available for inspection by each member of the Club.

AUDIT

69                     An Auditor or Auditors shall be appointed by the members at the Annual General Meeting or by the Committee whenever a casual vacancy or vacancies occur).

70                     The Auditor or Auditors shall be practicing accountants registered by the Companies Auditors Board under the Act and shall not be a member or members or any officer of the Club.

71                     The remuneration of Auditor or Auditors shall be fixed by the members of the Club at each Animal General Meeting if he or they are appointed thereat, or if so authorised by the members at the last preceding Annual General Meeting by the Committee.

72                     The Committee shall at least once in every year cause to be made out and to be laid before the members of the Club at the Annual General Meeting a duly audited Balance Sheet and Income and Expenditure Statement accompanied by a report of the Committee showing a true and fair view of the state of affairs of the Club up to the end of the financial year immediately preceding such Annual General Meeting and a copy of the same duly audited Income and Expenditure Statement, Balance Sheet and report shall be forwarded to every member together with Notice of such Annual General Meeting.

PROCEEDINGS OF THE COMMITTEE

73                     The members of the Committee may meet together for the transaction of business, adjourn, or otherwise regulate their procedure as they think fit, but they shall meet twice in every month.

74                     NOTWITHSTANDING Article 73 a member of the Committee may at any time and the Secretary on the requisition of a member of the Committee in a case of emergency shall summon a meeting of the Committee provided that the nature of the business is stated.

75                     Not less than seven days notice of a meeting of the Committee summoned pursuant to Article 74 shall be given to every member thereof by letter directed to such address as he shall from time to time furnish to the Secretary and such notice shall indicate the business to be dealt with.

76                     Questions at any Committee meeting shall be decided by a majority of votes save as provided in Article 79.

77                     A resolution in writing signed by all members of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly called and constituted. Any such resolution may consist of several documents in like form each signed by one or more members.

78                     The President shall preside at each meeting of the Committee when he is present, and in his absence at the time appointed the vice-President, or in his absence a Chairman elected by the members of the Committee shall preside.

79                     The Chairman shall have a casting vote as well as a deliberative vote.

80                     The quorum necessary for the transaction of the business of the Committee shall be one more than half the number of persons on that Committee.

81                     The Committee shall cause proper minutes to be kept in suitable books of all resolutions and proceedings of the Committee and of all General Meetings of the Club and such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

82                     Unless otherwise decided by the Committee copies of minutes of the last meeting of the Committee shall be circulated prior to the next ordinary meeting of the Committee. They shall be laid on the table and be taken as read unless the majority of those present at such meeting decide otherwise.

SEAL

83                     In all cases where it is necessary to use the seal of the Club, the Committee shall first by resolution authorize it’s use and the same shall be affixed in the presence of, and the instrument signed by two members of the Committee and countersigned by the Secretary or some other person appointed by the Committee.

SUB-COMMITTEES

84                     The Committee may in its discretion delegate any of its powers or the doing of any act or thing, to any sub-committee and may prescribe regulations to be observed by any sub-committee in the exercise of any power so delegated to it. No sub-committees may take executive action without being expressly authorized so to do, but must report back to the Committee.

85                     A Full Member or Life Member only shall be appointed as members of any subcommittee, save in the case of any social sub-committee, in which case social members shall be eligible to be appointed thereto.

86                     The President may at his discretion ex-officio be a member of all subcommittees.

87                     The Committee may dissolve any sub-committee or terminate the appointment of any member of a sub-committee at will.

88                     The Executive Committee referred to in Article 64 shall have power to make decision upon and deal with any matter and under such conditions as may be specified by the Committee from time to time. The proceedings of the Executive Committee shall be reported to the next ensuing meeting of the Committee.

89                     At the first meeting of the Committee to be held after the Annual General Meeting in each year:

(a)	All members of sub-committees shall retire from office, and
(b)	The Committee shall appoint the members of each sub-committee for the ensuing year.

Members of sub-committees shall not be subject to retirement of effluxion of time, but shall hold office during the pleasure of the Committee.

SOLICITOR

90                     The Committee shall have the power to appoint a Solicitor to the Club to fix his remuneration and to attach any condition to his appointment.

NOTICES

91                     Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, fourteen days (14) notice at the least (exclusive of the day on which the notice is served or deemed to be served but inclusive of the day for which notice is given) specifying the place, the day, and the hour of meeting, and in the case of special business, the general nature of that business shall be given in respect to any General Meeting of the Club, to such persons as are entitled to receive such notice from the Club pursuant to these Articles.

92                     A Notice may be served by the Club upon any member either personally or by sending it thought the post in a prepaid envelope or wrapper addressed to such member at his place of address shown on the register of members of the Club.

93                     A Notice sent by post shall be deemed to have been served on the day following that on which the envelope or wrapper containing the same is posted. In proving service by post shall be sufficient only to prove that the envelope or wrapper containing the notice was properly addressed and duly posted and a certificate in writing signed by the Secretary or other proper officer that the envelope or wrapper containing the Notice was so addressed and posted shall be conclusive evidence thereof.

94                     Notice of every General Meeting shall be given in any manner hereinbefore authorised to:

(a)	Every member entitled to receive such notices from the Club.
(b)	The Auditor or Auditors to the time being of the Club.

No other person save the foregoing shall be entitled to receive notices of General Meetings.

SOCIAL MEMBERS

95 Once in each year on or prior to the day fixed, the Annual General Meeting of the Club of Social Members shall meet at such time and place as the Committee of the Club shall determine for the following purposes:

(a)	To receive from the Committee the Report Balance Sheet and Statement of Accounts for the preceding financial year.
(b)	In the event of the Committee desiring to appoint elected nominees of the Social Members in lieu of Social Members nominated by the Committee to any social sub-committee of the Club to elect persons representing Social Members to sit on the social sub-committee of the Club (if any) which election shall be carried out in the manner prescribed for elections for members of the Committee aforesaid.
(c)	My other business directly affecting the interests of Social Members of which notice shall have been given to the Secretary twenty eight days at least before the meeting is held.

96                     The Secretary shall give to Social Members a like notice of such Annual Meeting of Social Members in such manner as he is required to give under Article 92 to Full Members and Life Members in respect of any General Meeting of the Club.

97                     At meetings of Social Members, ten members entitled to vote shall form a quorum, but otherwise the provisions of Article 28 relating to a quorum of members of the Club shall apply mutatis mutandis to meetings of Social Members.

98                     The President, Vice-President, Honorary Secretary and Treasurer and members of the Committee shall have the right to attend and shall be entitled to vote at any meeting of or election by Social Members.

99                     My resolutions passed on any question whatever at any meeting of Social Members before becoming operative shall be confirmed at a subsequent General Meeting of the Club.

WINDING UP

100                 Subject always to the relevant provisions of the Act, The Club shall be wound up on a vote of three quarters majority at an Extraordinary General Meeting properly convened to consider such a question. And any and all assets remaining after all just debts and liabilities incurred by the Club have been met shall be disposed of in accordance with Clause 7 of the Memorandum of Association.

TREASURER

101	(a)	The Treasurer shall keep correct accounts and books showing the financial affairs of the Club and shall submit annually to the Committee the Balance Sheet of the Club. He shall be responsible for receiving and promptly banking all moneys received on behalf of the Club in the Club’s bank accounts.
	(b)	The Treasurer shall establish the following separate bank accounts on behalf of the Club:
			(i)	A General Account to be operated jointly by any two of the President, Vice-President, Honorary Treasurer or Secretary.
			(ii)	A Special Club Account to be operated jointly by any two of the Social Chairman, President, Treasurer or Social Secretary.
			(iii)	A Junior Account to be operated jointly by any two of the President, Honorary Treasurer or Junior Secretary.
	(c)	The Treasurer shall be responsible for the expenditure of revenue and payment of accounts subject always to the control, discretion and restriction of the Committee.

102 The catch words or headings to these Articles shall not be taken as part thereof, nor shall they in any manner affect the interpretation or construction of the same save where the context otherwise required.

We, the several persons whose names and address are subscribed, being the subscribers to the Memorandum of Association agree to the foregoing Articles of Association.

The right to attend meetings of the Club and to vote thereat is restricted to:

Full Members; and

Life Members.

Junior Members

Each such member shall have one vote and may vote in person or by proxy who must be a member pf the Club. The instrument appointing a proxy shall be in writing in a common or usual form under the hand of the appointer.

Junior Members under the age of 18 years who, subject to this Constitution, are not entitled to hold any office, but shall have the right to be present, debate and vote at General Meetings through the Junior Member’s parent or other legal guardian

Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit :

I, _________________________ of_________________________________________
Being a member of Sunshine George Cross Soccer Club Ltd; hereby appoint:

___________________________of__________________________
or failing him:

_____________________________ of__________________________________________

as my proxy to vote for me on my behalf at the (Annual or Extraordinary, as the case may be) General Meeting of the Club to be held on the __________day of ______________ 20______________ and at any adjournment thereof.

Signed ____________________ this ______day of ___________________ 20_____________.

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

* Strike out whichever is not desired (unless otherwise instructed, the proxy may vote as he thinks fit).