Constitution of the Australian Go Association
as adopted at Extraordinary General Meeting 4th March 2018
1. Title
1.1 The Association shall be called the
Australian Go Association; on incorporation, the Association shall be called
the Australian Go Association Incorporated (hereinafter abbreviated the AGA).
1.2 As an Association
incorporated under the laws of New South Wales, the AGA shall act in accordance
with the NSW Associations Incorporation Act and Regulations. The Model
Constitution of Schedule 1 of the Regulations shall be deemed to apply to any
matter not explicitly covered by this Constitution.
2. Aims
2.1 The aims of the AGA shall be:
a. to promote the game of Go in Australia;
b. to co-ordinate Go activities in Australia, in particular to
arrange National Tournaments and confer National Titles and individual
rankings;
c. to represent Australia in International Go affairs, in
particular by membership of the International Go Federation, and to select
Australian representatives for international events such as the World Amateur
Go Championships;
d. to promote mutual understanding and friendly relations with
Go players throughout the world in association with foreign national Go
associations.
3. Membership
3.1 The AGA is an association for Go
players resident in Australia. Membership shall be open to any person.
3.2 Classes of Membership with full
voting rights shall include:
a. Ordinary and
Sustaining Memberships;
b. Life Membership.
3.3 Classes of membership with no
voting rights shall include:
a. Associate
Membership;
b. Honorary Membership.
3.4 Other classes of Membership may be
created at a General Meeting. (Members with full voting rights will herein be
termed Full Members.)
4. Management
4.1
The activities of the
Association shall be controlled by a Committee subject to any resolutions of
the Annual General Meeting and Extraordinary General Meetings.
4.2 The Committee shall be comprised
of:
an elected President;
an elected
Vice-President;
an elected Secretary-General
(chief administrative officer, hereinafter referred to as the Secretary);
an elected Treasurer;
an elected Membership Registrar;
the National Coach (ex officio);
sufficient elected ordinary Committee
members to bring the total number of the Committee to nine.
A Public Officer shall be appointed by the Committee from amongst
its members.
4.3 All positions shall be Honorary,
and all Committee members must be members of the AGA. There is no limit on the
number of consecutive terms that may be served in any official role or as a
member of the Committee.
4.4 A Committee member may hold up to 2
offices (other than both the President and Vice-President offices).
4.5 The Committee shall be elected at
the Annual General Meeting and hold office until the next Annual General
Meeting. Should more nominations be received for a position than are needed to
fill that position, the members at the Meeting will take a separate vote by
show of hands for each candidate, and the candidates with the greatest number
of votes shall be declared elected; in particular, any member may vote for as
many or as few candidates as they please.
4.6 A casual vacancy in the
office of a member of the Committee occurs if the member:
a. dies,
or
b. ceases
to be a member of the Association, or
c. becomes
an insolvent under administration within the meaning of the Corporations
Act 2001 of the Commonwealth, or
d. resigns
office by notice in writing given to the Secretary, or
e. is removed from office under clause 19 of the Model
Constitution, or
f. becomes
a mentally incapacitated person, or
g. is absent without the consent of the Committee from 3
consecutive meetings of the Committee, or
h. is
convicted of an offence involving fraud or dishonesty for which the maximum
penalty on conviction is imprisonment for not less than 3 months, or
i. is
prohibited from being a director of a company under Part 2D.6 (Disqualification
from managing corporations) of the Corporations Act 2001 of the
Commonwealth.
In
the event of a vacancy occurring between elections, the Committee may by
majority vote appoint casual members to act until the next General Meeting.
4.7 The Committee shall be responsible
for executing the wishes of the Members as expressed in resolutions of General
Meetings, maintaining the financial accounts and Membership Registry of the
Association, meeting legal requirements of agreements entered into by the AGA,
supervising the Association, supervising the arrangement of National
Tournaments, selection of Australian representatives for international
tournaments, liaising with foreign Go associations, and otherwise advancing the
aims of the Association.
4.8 The quorum for a Committee
meeting is 3 members including at least one of the President, Vice-President,
Secretary or Treasurer. The Minutes of Committee meetings shall be available
for inspection by members under section 9. In all other matters, the Committee's procedures for
conducting its business shall be determined by the Committee alone, but the
Committee shall report to the AGA on its actions at the next Annual General
Meeting. This report shall include a financial statement and budget, the
current numbers of Members and the names of Honorary and Life Members admitted
during the year.
4.9 Committee members shall not be
liable for debts incurred properly and handled with due care on behalf of the
AGA.
5. Subscriptions
5.1 Subscriptions for each category of
Membership, other than Life and Honorary Membership, shall be determined by the
Committee and announced at the Annual General Meeting; and shall apply from the
date of the announcement.
5.2 Membership other than Life
Membership is valid for one year from the date of payment of the subscription
fee.
5.3 There shall be no subscription for
Life Members. The Annual General Meeting may admit any person as a Life Member
who has been nominated and seconded by two Full Members of the AGA, of whom one
must be a Committee member.
5.4 There shall be no subscription for
Honorary Members. The Committee may admit any person as an Honorary Member who
has been nominated and seconded by two Full Members of the AGA, of whom one
must be a Committee member.
5.5 Tournaments and matches arranged by
or for the AGA shall be open only to Members of the AGA or members of foreign
Go associations, unless prior approval of the Committee has been obtained.
5.6 The Committee has the right
to reject an application for membership at its own discretion, within 3 months
of the application, with return of the membership fee, subject to Clause 10.4.
6. Meetings
6.1 Annual General Meetings shall be
held once each calendar year. The Secretary shall give notice of the Meeting at
least one month in advance, including the Agenda and Notice of Motions.
6.2 The business of the Annual General
Meeting shall include but not be limited to:
a. reports of the President and Secretary, and the financial
statement of the Treasurer;
b. election
of the Committee;
c. selection of the Tournament Director and venue for the next
National Tournament;
d. motions
notified in advance.
Motions
not notified by the Secretary in advance of the Meeting may be proposed at an Annual
General Meeting except to change the Constitution, wind up the Association, or
rescind a resolution of a previous General Meeting.
6.3
An Extraordinary General Meeting
shall be held if called by the Committee, or by 40 Full Members; and shall be
held within 3 months of written notice being received by the Secretary. At
least one month notice shall be given to members. No
business shall be conducted at an Extraordinary General Meeting other than that
for which notice has been given.
6.4 Voting at General Meetings shall be
by simple majority, except for changes to this Constitution
which requires a two-thirds majority. Each Full Member present at the
meeting has one vote. Full Members not present may vote on those Motions
notified in advance by designating another Member to exercise their vote at the
Meeting by proxy. To authorise the proxy the member
must send a written notification or email to the Secretary at least 7 days
prior to the Meeting, including their membership number, the membership number
of their proxy, and the proposal or proposals where their vote may be cast.
Proxy votes are not transferable, and may not be exercised on behalf of a
Member who is present at the Meeting.
6.5
The quorum
for a General Meeting shall be 15 Full Members. In the event that a quorum is
not present for an Annual General Meeting, the existing Committee shall
continue in office while a postal or electronic vote of all Full Members on the
substantive matters in Clause 6.2 is conducted.
7. Postal or Electronic ballots
7.1 The Association may hold a
postal ballot or electronic ballot (but not both) to determine any issue or
proposal (other than an appeal under clause 9.4) which
is not decided at a General Meeting. Such ballot is to be conducted in
accordance with Schedule 3 to the Regulations.
8. Tournaments
8.1 The AGA shall arrange that a
National Tournament or Tournaments be held each year to select an Australian Go
Champion.
8.2 The venue for the tournament and
Tournament Director shall be selected at the Annual General Meeting. The type of tournament and the rules for the tournament shall be
determined by the Committee in consultation with the Tournament Director.
9. Documents and Register of
Members
9.1 The Public Officer shall ensure
that the official documents of the AGA, including records of Committee meetings
and General meetings, financial documents, and this Constitution, shall be
maintained and shall be available for inspection by members at any reasonable
hour at no charge.
9.2 The Public Officer shall
ensure that a register of members of the AGA be maintained.
9.3 The register must include the
following particulars for each member:
the full name of the member;
the postal, residential address
or electronic mail address of the member;
the date of admission as a member;
the date of death or time of resignation of the member;
details about the termination or
reinstatement of membership;
any other particulars the
Committee decide.
9.4 The register will be available,
without charge, for inspection by members of the AGA or legal authorities at
all reasonable times, within 10 working days of a written request.
A
member must contact the Secretary to arrange an inspection of the register.
However, the Committee may, on the application of a member of the AGA, withhold
information about that member (other than the memberŐs full name) from
the register available for inspection, or if the Committee has reasonable
grounds for believing the disclosure of the information would put the member at
risk of harm.
9.5 A member must not:
a. use information obtained from the register of members of the
AGA to contact, or send material to, another member for the purpose of
advertising for political, religious, charitable or commercial purposes, unless
such use or disclosure is approved by the AGA;
b. disclose
information obtained from the register to someone else, knowing that the
information is likely to be used to contact, or send material to, another
member for the purpose of advertising for political, religious, charitable or
commercial purposes.
10. Duties and rights of Members
10.1 A member may resign from the Association by
giving a written notice of resignation to the Secretary.
10.2 The AGA is a member of the International
Go Federation (IGF) and enjoins its members and Committee to act in accordance
with the IGF Code of Ethics (Appendix 1). Breaches of the Code of Ethics
including corrupt actions, conflict of interest, and cheating at AGA
Tournaments, may incur sanctions ranging from a public warning to exclusion
from AGA Tournaments or termination of membership.
10.3 The Committee may terminate a member's
membership if the member:
is convicted of an indictable
offence;
does not comply with any of the
provisions of these rules;
has membership fees in arrears
for at least 2 months;
conducts himself or herself in a way
considered to be injurious or prejudicial to the character or interests of the
AGA.
10.4 Before the Committee applies a sanction under
10.2 or terminates a memberŐs membership under 10.3, the Committee must give
the member a full and fair opportunity to show why the sanction or termination
is not warranted.
If,
after considering all representations made by the member, the Committee decides
to apply the sanction or terminate the membership, the Secretary must give the
member a written notice of the decision.
A
person whose application for membership has been rejected, or whose membership
has
been terminated or has been sanctioned may give the Secretary
written notice of the personŐs intention to appeal against the decision. A
notice of intention to appeal must be given to the Secretary within 1 month
after the person receives written notice of the decision.
If
the Secretary receives a notice of intention to appeal, the Secretary must,
within 1 month after receiving the notice, conduct a vote of all members to
decide the appeal by majority of those voting. The vote shall be conducted by
post and/or secure internet poll, giving the appellant
and the Committee full and fair opportunity to state their respective cases.
The
membership fee of a member whose membership has been terminated may or may not
be refunded at the discretion of the Committee.
10.5 The liability of a member of the
Association to contribute towards the payment of the debts and liabilities of
the Association or the costs, charges and expenses of the winding up of the
Association is limited to the amount, if any, unpaid by the member in respect
of membership of the Association as required by clause 5.
11. Dispute resolution
11.1 In the event of a dispute substantially
affecting the normal operation of the Association occurring between members of
the Association, or between a member or members and the Association, the
Committee shall take all reasonable steps to resolve the dispute. If the matter
cannot be resolved it shall be referred to a community justice centre for
mediation under the NSW Community Justice Centres Act
1983.
12. Financial
12.1 The funds of the Association are to be
derived from annual subscriptions of members, donations and, subject to any
resolution passed by the Association in a General Meeting, such other sources
as the Committee determines.
12.2 All money received by the Association
must be deposited as soon as practicable and without deduction to the credit of
the AssociationŐs bank or other authorised
deposit-taking institution account.
12.3 The Association must, as soon as
practicable after receiving any money, issue an appropriate receipt.
12.4 All cheques,
drafts, bills of exchange, promissory notes and other negotiable instruments
must be signed by 2 members of the Committee or employees of the Association,
being members
or employees authorised to do so by the Committee.
12.5 Notwithstanding the previous clause, the
Treasurer is authorised to operate the AssociationŐs
bank accounts by internet or other like means, and make transactions via
direct bank transfer and debit card, with no co-signer, provided that any
expenditures or purchases are properly incurred in the running of the
Association. The Treasurer shall seek the prior consent of the Committee for
any expenditures or purchases by these means that are not petty expenses or
already approved by the Committee as budgetted items.
Petty expenses are, until the Committee by resolution provides otherwise,
expenditures or purchases under $200. The Treasurer may with the approval of
the Committee nominate and authorise other members or
employees of the Association to receive limited access by debit card to any or
all of the Association's accounts. The Treasurer shall ensure that all
transactions covered by this clause are reported to the AGA and the Committee
in the same way as any other transactions dealt with elsewhere in this
Constitution.
12.6 The financial year of the Association is:
a. the
period of time commencing on the date of incorporation of the Association and
ending on the following 30 June, and
b. each
period of 12 months after the expiration of the previous financial year of the
Association, commencing on 1 July and ending on the following 30 June.
12.7 The assets and income of the AGA shall be
applied solely in furtherance of its aims, as stated in Clause 2, and no
portion shall be distributed directly or indirectly to the members of the AGA;
except as bona fide compensation for services rendered or expenses incurred on
behalf of the AGA.
12.8 In the event of the AGA being dissolved,
the amount that remains after such dissolution and the satisfaction of all
debts and liabilities shall be transferred to another organisation
with similar purposes which is not carried out for the profit or gain of its
individual members.
Appendix 1: International Go Federation Code of Ethics
This Constitution, dated 4 March 2018, and ratified
by a two-thirds majority at an Extraordinary General Meeting, shall take effect
from 5 March 2018, and supersedes all previous constitutions of the AGA.
Signed