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1. NAME

The name of the club is the, "SOUTH PERTH BRIDGE CLUB INC.", hereinafter referred to as the, "Club".

2. OBJECTS

(a) The objects of the Club are to promote and encourage the game of contract bridge.

(b) The income and property of the Club shall be applied solely towards the promotion of the objects of the Club.

(c) No portion of the income or property shall be paid, transferred or distributed directly or indirectly to the members of the Club provided that nothing shall prevent the payment in good faith of remuneration to any officer or employee of the Club, or to any other person, in return for services rendered to the Club.

3. MANAGEMENT

Subject to the provision in clause 7(a) the control and management of the Club shall be vested in a Management Committee.

4. MEMBERSHIP

(a) A Member

A member is deemed to be a person who has been duly elected as provided below (Clause 4(c)) and who has paid the nomination fee and the amount of annual subscription as decided upon by a General Meeting of members for the current year.

(b) Applications for Membership

(i) Applicants for membership must complete and sign the application form provided for that purpose and must be proposed and seconded by an ordinary member or a life member.

(ii) Application for membership shall be made on a written form completed by the applicant and the Management Committee shall cause a copy of all applications to be displayed on a notice board in a conspicuous place on the Club premises for a period of not less than one month.

(i) Election to membership shall be by the Management Committee who may refuse any application without giving any reason for such refusal.

(ii) Life membership may be conferred on a member for outstanding work done for the Club over a number of years if recommended by the Management Committee and confirmed by resolution of the majority of members present and voting at a General Meeting.

(d) Register of Members

The Honorary Secretary shall keep a Register of Members in which shall be recorded the names and addresses of all members, the date on which each member was elected to the Club and the amount of yearly subscription paid.

(e) Honorary Membership

(i) Honorary members shall be those whose usual place of residence is situated not less than twenty four kilometres from the Club premises and who have been elected by the authority of any two members of the Management Committee. No person shall be so elected who was afforded the privileges of the Club as an honorary member at any time within three months immediately preceding or who is a juvenile.

(ii) Any person may be elected as an Honorary member for such period as the Management Committee may determine who possesses any of the special qualifications hereinafter mentioned, namely:

(1) Persons of distinguished position or attainment.

(2) Any member of an International or State team.

(3) Officers of the Federal or State executive of bodies controlling the management of sport of any affiliated sporting division.

(iii)Honorary members shall not be entitled to vote or be present at any meeting of members of the Club nor be entitled to hold office in the Club nor propose or second any candidate for admission as a member or honorary member nor bring any guest into the Club premises; in all other respects honorary members shall be afforded all the privileges enjoyed by members.

(iv)On the nomination of any member the Honorary Secretary may grant an honorary member whose normal place of residence is interstate or overseas the privilege of paying the member rate of playing fees for the period of stay in Western Australia.

(f) Cessation of Membership

(i) A member may resign membership at any time by sending a written notice of resignation to the Honorary Secretary.

(ii) The Management Committee may terminate the membership of any member who has failed to pay any subscription or other dues within one month of their becoming payable.

(iii)The Management Committee shall have the right to expel any member subject to the provisions of Clause 8(e)(viii).

(iv) No person who ceases to be a member of the Club shall have any claim, monetary or otherwise, on the Club, its funds or property, except to the extent of any debt owing by the Club to that person.

5. SUBSCRIPTIONS

(a) Annual Subscriptions

The amount of annual subscription shall be determined each year by a simple majority of members present and voting at the Annual General Meeting.

(b) Payment of Annual Subscriptions

(i) Annual subscriptions become due and are payable in advance from the date of the Annual General Meeting. Notice of the Annual General Meeting shall imply notice that annual subscriptions will become due from the date of that meeting. Failure to pay such subscriptions within one month of the Annual General Meeting may cause the member's name to be removed from the Register of Members.

(ii) The Management Committee is empowered to set a late fee for all overdue fees, such fee to be not less than the cost of administration, and to waive or apply that fee at its discretion in individual cases.

6. DUTIES OF MEMBERS

(a) Every member on joining the Club implicitly undertakes to comply with this Constitution and such additional rules as the Management Committee may make from time to time.

(b) Every member shall communicate to the Honorary Secretary his or her address and inform the Honorary Secretary of any change of name and/or address.

(c) All notices required under this Constitution or by the Club shall be posted to the address recorded in the Register of Members and shall be deemed to have been duly delivered on the day after the posting of such notice.

7. GENERAL MEETINGS

(a) Powers

Without affecting the generality of powers conferred on it by this Constitution, any General Meeting of members may, by a simple majority of members present and voting, assume outright control of the affairs of the Club, provided that at least fourteen days notice of motion to that effect has been given to all members.

(b) Quorum

At all General Meetings, a number equivalent to one-third of members entitled to vote, or fifty such members; shall constitute a Quorum.

At all General Meetings of the Club the President shall be chairman of the meeting and in the absence of the President, the Vice President shall act as chairman; in the absence of both the President and the Vice President the General Meeting shall elect a chairman from the meeting.

(d) Voting

Decisions on motions duly proposed and seconded shall be by a simple majority save in the question of amendments to this Constitution (see Clause 9(b)). In all matters, however, the chairman shall have a casting vote as well as an original vote.

(e) Adjournment

The chairman may adjourn any meeting from time to time.

(f) Notice of Meetings

The Honorary Secretary shall convene any meeting required under this Constitution by giving at least fourteen days notice to all members in the Register of Members.

(g) Annual General Meetings

(i) The financial year of the Club shall commence on the first day of July each year.

(ii) The Annual General Meeting of the Club shall be held as soon as possible after July 14st, but not later than the 31st of August each year, on a date to be decided by the Management Committee.

(iii) The order of business at the meeting shall be:

(1) The President's Report

(2) Treasurer's Report and Acceptance of Audit

(3) Election of the Management Committee

(4) Voting on the amount of annual subscription for the coming year

(see Clause 5(a))

(5) Consideration of proposed amendments to this Constitution

(see Clause 9(b))

(6) Any other business for which notice of motion has been given.

(iv) The Honorary Secretary shall cause copies of the Club financial statements and Auditor's Report to be tabled in the Club for the perusal of members not less than seven days in advance of the Annual General Meeting.

(h) General Meetings

(i) A General Meeting of members may be held at the discretion of the Management Committee. A Special General Meeting must be held, however, on the petition of one-third of the members entitled to vote, or fifty such members (whichever is the

lesser). The President or the Vice-President must be the recipient of such petition and the meeting must be held within twenty eight days of the receipt of the petition by the President or Vice-President who shall instruct the Honorary Secretary to convene the meeting.

(ii) The business of any General or Special General Meeting shall be confined to the consideration of motions on notice.

8. THE MANAGEMENT COMMITTEE

(a) Management Committee Members

The members of the Management Committee of the Club shall be:

President, Vice President, Honorary Secretary, Honorary Treasurer, Club Captain and five members

(b) Election of Management Committee Members

(i) The members of the Management Committee shall be elected by a simple majority of members present and voting at the Annual General Meeting.

(ii) Where the number of candidates exceeds the number of vacancies, a ballot shall be held. Voting shall be by secret ballot.

(iii)Candidates for election to the Management Committee shall be nominated and seconded in writing by two (2) members, with the consent of the nominee. Such nominations shall be received by the Honorary Secretary, fourteen (14) days before the date of the Annual General Meeting, and the list of nominations shall be posted on the Club notice board immediately after the closing date. Nothing in this clause shall affect any of those provisions elsewhere in this Constitution concerning the filling of vacancies on the Management Committee by election from members present at the Annual General Meeting, or the power of the Management Committee to fill casual vacancies between Annual General Meetings.

The members of the Management Committee shall each hold office from the declaration of their election at an Annual General Meeting until the declaration of the results of the elections at the next Annual General Meeting. They shall each be eligible for re-election from year to year.

(d) Duties of Office Bearers

(i) The President shall:

(1) Take the chair at all Club and meetings of the Management Committee when present.

(2) Be responsible for the proper conduct of Club affairs as set out in this Constitution.

(3) Co-ordinate Club policy as approved by the Management Committee.

(4) Be empowered to co-opt members for particular jobs.

(5) Represent the Club at official functions when invited by kindred clubs and associations.

(6) Be an ex officio member of all sub-committees and the Tournament Committee.

(ii) The Vice President shall:

(1) Assist the President at all times.

(2) Be chairman at meetings in the absence of the President.

(iii) The Honorary Secretary, subject to the control of the Management Committee, shall:

(1) Convene all meetings of the Club and the Management Committee.

(2) Conduct the correspondence of the Club and have custody of all documents of the Club.

(3) Keep the Register of Members.

(4) Perform such other duties as shall be required by the Management Committee.

(iv) The Honorary Treasurer shall:

(1) Receive all money on behalf of the Club, give receipts thereof and pay such monies into such account at such bank as the Management Committee may from time to time decide.

(2) Keep the accounts of the Club and shall make up an annual statement of accounts and balance sheet of the Club to the thirtieth day of June each year.

(v) The Club Captain shall:

(1) Be responsible for all matters concerning teams which represent the Club.

(2) Be an ex officio member of the Tournament Committee.

(3) Make primary recommendations to the Tournament Committee on matters of team selection.

(e) Duties and Powers of the Management Committee

(i) Meetings.

(1) The Management Committee shall meet when the President considers it necessary.

(2) The Honorary Secretary shall give at least seven days notice of meeting.

(ii) Special Meetings.

The Honorary Secretary shall at the request of any two members of the Management Committee call a special meeting at such notice as the requesting members think fit, but so that the meeting takes place not more than fourteen days from receipt by the Honorary Secretary of the request for the meeting.

(iii) Quorum

A quorum shall consist of four members of the Management Committee.

(iv) Vacancies of the Management Committee.

(1) The position of any member of the Management Committee shall become vacant if that member:

[a]. Resigns from the Management Committee; or;

[b]. Is absent from three or more consecutive meetings of the Management Committee without prior leave, or;

[c] Ceases to be a member of the Club.

(2) The Management Committee may appoint any individual member of the Club to fill any vacancy on the Management Committee, however occurring and such appointment shall remain valid until the election of the new Management Committee at the next Annual General Meeting of the Club.

(v) Club Policy.

The Management Committee shall be responsible for the formulation and execution of the Club policy and for the proper conduct of Club affairs.

(vi) Sub-Committees.

(1) The Management Committee may appoint sub-committees for such purposes and with such powers as it think fit.

(2) The Tournament Committee is excluded from the general definition of "sub-committee".

(vii) The Tournament Committee

(1) There shall be a Tournament Committee elected annually by the Management Committee as a permanent sub-committee of the Club.

(2) The Tournament Committee shall consist of eight members as follows:-

President, Captain, Club Master Point Secretary and five other members, 3 of whom shall not be members of the Management Committee.

(3) The Tournament Committee shall elect a chairman and a secretary.

(4) The Tournament Committee shall work under the direction of the Management Committee and shall report all decisions made at all meetings to the Management Committee.

(5) At least one member of the Tournament Committee shall be a delegate to the Bridge Association of West Australia.

(6) The Tournament Committee shall be responsible for the organization of :

[a] Periodic play of contract bridge

[b] Inter- and intra-club competitions

[c] Tournament matters associated with the Bridge Association of West Australia or such other governing body of bridge in Western Australia.

(7) All members of the Tournament Committee shall be charged with the responsibility of becoming familiar with the details necessary for the organization of contract bridge competitions.

(viii) Disciplinary Powers of the Management Committee

(1) Every member on joining the Club implicitly undertakes to comply with the Constitution of the Club for the time being.

(2) Any refusal or neglect to do so or any conduct which is unbecoming shall render the member liable to expulsion, suspension, caution or such other treatment as the Management Committee think fit.

(3) The Management Committee may of its own volition or on receipt of a complaint in writing appoint a member, who, shall not be a member of the Management Committee;

[a] To make such enquiries concerning the conduct of any member or members as the Management Committee, considers appropriate in all the circumstances; and,

[b] Provide a written report to the Management Committee.

(4) Upon receipt of such report the Management Committee may, in its absolute discretion, decide to hold an enquiry concerning the conduct of any member.

(5) The member shall be furnished with a full copy of the charge and any report and shall have the right to be heard by the Management Committee before its decision is made.

(6) If the Management Committee decides to expel or suspend a member, that member may, by notice in writing to the Honorary Secretary within seven days of the communication of the decision of the Management Committee, require that the Management Committee refer the decision without delay to a General Meeting, but the decision of the Management Committee to expel or suspend shall prevail unless reversed by resolution of the majority of those present and voting at the meeting.

(ix) Additional Powers of the Management Committee:

(1) Notwithstanding powers conferred upon it elsewhere in this Constitution, the Management Committee shall have the following additional powers, authorities and discretions:

[a] To control the finances of the Club with the proviso that the income and property of the Club shall be applied solely to the promotion of its objects and no part thereof shall be paid or transferred directly or indirectly by way of pecuniary profit to the members provided that remuneration may be paid in good faith to officers and servants of the Club or other persons in return for services actually rendered to the Club.

[b] To purchase, lease, hire or otherwise acquire any real or personal estate for the purpose of the Club.

[c] To borrow or raise upon loan any sum or sums of money and for the purpose of securing the repayment thereto to execute or give any mortgages, charges, bond, debentures, bills of exchange, promissory notes or other securities over all or any of the property of the Club as may be deemed necessary and to liquidate, redeem or pay off such obligations and securities or any of them.

(x) Banking.

All cheques and bank accounts of the Club shall be signed by the President and Honorary Treasurer, or the Honorary Secretary and the Honorary Treasurer, or in the absence or incapacity of two of these officers any other member of the Management Committee elected in their stead.

(xi) Auditor.

An Auditor elected by the Management Committee shall:

(1) Inspect the register of members, statement of accounts and balance sheet and shall certify same;

(2) Have the power at any time to call for the production of all books, accounts vouchers and all other documents relevant to the affairs of the Club;

(3) Not be a member of the Management Committee of the Club.

(xii) Operation of Permit.

Liquor shall be sold for consumption on the premises only. No person under the age of eighteen may be admitted to the premises subject to the unlicensed club permit during the hours of operation of the permit unless in the company of an adult person in authority of him/her.

9. THE CONSTITUTION

(a). Notice of Constitution

(i) All members of the Club are bound by this Constitution and are deemed to have notice of it.

(ii) The Honorary Secretary shall give or send to each new member a copy free of charge on request.

(b) Amendments to the Constitution

No part of this Constitution shall be repealed, amended or added to save and except by a three-fourths majority of members present and voting at the Annual General Meeting of the Club called for the purpose of discussing a motion to repeal, amend or add to the Constitution, of which fourteen clear days notice has been given with particulars of the proposed motion.

10. DISSOLUTION OR WINDING UP OF THE CLUB

(a) The Club shall be capable of continuing its corporate existence so long as there are sufficient members to form the Management Committee by the rules provided. Should at any time the membership fall below such a number, then the Club should cease to exist and should be wound up by those members remaining who shall have the full power thereupon to wind up the affairs of the Club. The Club may also be dissolved or wound up by a resolution at any general meeting called for that purpose.

(b) If upon dissolution or winding up of the Club there remains after satisfaction of all its and liabilities any property or funds whatsoever, the same shall not be paid or distributed among members of the Club, but shall be given or transferred -

(i) to another association incorporated under the Act, or

(ii) for charitable purposes

which incorporated association or purposes, as the case requires, shall be determined by the resolution of members when authorising and directing the Committee under section 33(3) of the Act to prepare a distribution plan of the surplus property of the Club.

(c) In the event of the winding up or dissolution of the Club, the Commissioner of Taxation shall be advised of the date of dissolution within 30 days of the dissolution.

11. COMMON SEAL

The Common Seal of the Club engraved with the name of the Club shall be kept in the care of the President. The seal shall not be used or affixed to any deed or any other document except pursuant to a resolution of the Management Committee and in the presence of the President and two members of the Management Committee, both of whom shall subscribe their names as witnesses.

REVISED & REGISTERED UNDER THE ACT: EFFECTIVE 31 JULY 2002