Endeavour United Soccer Club

Endeavour United Soccer Club

Endeavour United

Soccer Club

Incorporated









Constitution
















































2009


1 Objects of Club 1
1.1 Objects 1
1.2 Alteration of objects and Constitution 1
2 Income and payments 1
2.1 Application of income 1
2.2 No dividends, bonus or profit to be paid to Members 1
2.3 Payments in good faith 2
3 Membership 2
3.1 Ongoing Membership 2
3.2 Members 2
3.3 Duration of membership 2
3.4 Members admitted to membership 3
3.5 Admission of Members 3
3.6 Ceasing to be a Member 3
3.7 No claim against the Club 4
3.8 Limited liability 4
3.9 Members subscriptions 4
3.10 Register of Members 4
4 General meetings 4
4.1 Annual general meeting 4
4.2 Power to convene general meeting 4
4.3 Notice of general meeting 4
4.4 Directors entitled to attend general meetings 4
4.5 Non-receipt of notice 5
5 Proceedings at general meetings 5
5.1 Number for a quorum 5
5.2 Requirement for a quorum 5
5.3 Quorum and time 5
5.4 Adjourned meeting 5
5.5 President to preside over general meetings 5
5.6 Conduct of general meetings 5
5.7 Adjournment of general meeting 6
5.8 Notice of adjourned meeting 6
5.9 Questions decided by majority 6
5.10 Equality of votes casting vote for chairman 6
5.11 Declaration of results 7
5.12 Poll 7
5.13 Objection to voting qualification 7
5.14 Chairman to determine any poll dispute 7
6 Votes of Members 7
6.1 Votes on show of hands 7
6.2 Votes on a poll 8
6.3 Proxy voting 8
7 FFA and FFV 8
7.1 Constitution 8
7.2 Enforcement of rules 9
7.3 Disputes 9
8 Patrons and Life Members 10
8.1 Appointment and removal of Patrons 10
8.2 Rights of Patrons 10
8.3 Eligibility for Life Membership 10
8.4 Nomination requirements 10
8.5 Admission to Life Membership 10
8.6 Rights of Life Members 11
9 Directors 11
9.1 Number of Directors 11
9.2 Elections 11
9.3 Term of office 12
9.4 Maximum term of office 12
9.5 Casual vacancy 12
9.6 Remuneration of Directors 12
9.7 Vacation of office 12
9.8 Directors to be bound by Club, FFV and FFA Rules 13
10 Powers and duties of Directors 13
10.1 Directors to manage Club 13
10.2 Minutes 13
10.3 Signing Cheques and other negotiable instruments 13
11 Proceedings of Directors 13
11.1 Directors meetings 13
11.2 Questions decided by majority 14
11.3 Chairman’s casting vote 14
11.4 Quorum 14
11.5 Effect of vacancy 14
11.6 Director attending and voting by proxy 14
11.7 Convening meetings 14
11.8 President to preside at Directors’ meeting 14
11.9 Committees 14
11.10 Powers delegated to Committees 14
11.11 Committee meetings 15
11.12 Circulating resolutions 15
11.13 Validity of acts of Directors 15
12 Public Officer 15
12.1 Appointment of Public Officer 15
12.2 Suspension and removal of Public Officer 15
12.3 Powers, duties and authorities of Public Officer 15
13 By-laws 15
13.1 Making and amending By-laws 15
13.2 Effect of By-law 16
14 Seals 16
14.1 Safe custody of common seals 16
14.2 Use of common seal 16
15 Funds 16
15.1 Source of Funds 16
15.2 Funds management 16
16 Inspection of records 17
16.1 Inspection by Members 17
16.2 Right of a Member to inspect 17
16.3 Custody of documents 17
17 Service of documents 17
17.1 Document includes notice 17
17.2 Methods of service 17
17.3 Methods of service on the Club 17
17.4 Post 18
17.5 Fax or electronic transmission 18
18 Indemnity 18
18.1 Indemnity of officers 18
18.2 Insurance 18
19 Winding up 19
19.1 Contributions of Members on winding up 19
19.2 Excess property on winding up 19
20 Accounts 19
21 Disciplining of members 19
21.1 Introduction 19
21.2 Judiciary Panel 20
21.3 Proceedings 20
21.4 Penalties 22
21.5 Effect of Penalty 22
22 Definitions and interpretation 23
22.1 Definitions 23
22.2 Interpretation 24
22.3 Corporations Act 25
22.4 Headings 25
22.5 “Include” etc 25
22.6 Powers 25
APPENDIX 1 – APPLICATION FOR MEMBERSHIP OF Endeavour United Soccer Club 26
APPENDIX 2 – FORM OF APPOINTMENT OF PROXY - (For use at a directors' meeting only) 27
1 Objects of Club

1.1 Objects

The objects for which the Club is established are to:

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

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

(c) foster friendly relations among the officials and players of Football by
encouraging Football games;

(d) prevent racial, religious, gender or political discrimination or distinction
among Football players;

(e) promote, provide for, regulate and ensure effective management of
Football competitions, tournaments and games under the control of or
authorised by the Club;

(f) 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;

(g) facilitate the provision and maintenance of grounds, playing fields,
materials, equipment and other facilities for Football; and

(h) act in the best interests of the Club and Football.

1.2 Alteration of objects and Constitution

Subject to rule 7.1, an addition, amendment or alteration of the objects in
rule 1.1 or of any other rule contained in this Constitution must be approved
by Special Resolution.

2 Income and payments

2.1 Application of income

All the Club’s profits (if any), other income and property, however derived,
must be applied only to promote its objects.

2.2 No dividends, bonus or profit to be paid to Members

None of the Club’s profits or other income or property may be transferred to
the Members, directly or indirectly, by any means.


2.3 Payments in good faith

Subject to rule 9.6, rule 2.2 does not prevent the payment in good faith to an
officer or Member, to a firm of which an officer or Member is a partner or to a
Club of which an officer or Member is a director or shareholder:

(a) of remuneration for services to the Club;

(b) for goods supplied to the Club in the ordinary course of business;

(c) of interest on money borrowed from them by the Club at a rate not
exceeding the rate fixed for the purposes of this rule 2.3 by the Club in
general meeting; or

(d) of reasonable rent for premises let by them to the Club.

3 Membership

3.1 Ongoing Membership

Those persons who were members of the Club immediately prior to the
approval of this Constitution shall continue to be Members of the Club in
accordance with rule 3.2.

3.2 Members

The Members of the Club shall consist of:

(a) Life Members, who subject to this Constitution, shall have the rights set
out in rule 8.6;

(b) Ordinary Members over 18 years of age who, subject to this
Constitution, shall have the right to be present, debate and vote at
General Meetings;

(c) Social Members over 18 years of age being persons other than
Ordinary Members who are interested in promoting the Club but who
do not participate in the playing activities (including in the role of
player, coach or official) of the Club and who shall not be entitled to
be present, debate and vote at General Meetings; and

(d) 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.

3.3 Duration of membership

A person admitted to membership under rule 3.2 will cease to be a Member
according to this Constitution and the By-laws.


3.4 Members admitted to membership

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;

(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.

3.5 Admission of Members

An application for membership by an individual (“applicant”) must be:

(a) in writing and submitted by the applicant or its nominated
representative and lodged with the Club; and

(b) accompanied by the appropriate fee, if any.

Before admission as a Member, an applicant must sign an application
agreeing to be bound by this Constitution, the By-laws and the Statutes and
Regulations.

The Directors are not obliged to admit any applicant to membership. Where
an application is rejected the Directors do not need to provide any reasons.

3.6 Ceasing to be a Member

Subject to clause 3.3, a person ceases to be a Member on:

(a) resignation;

(b) death;

(c) becoming bankrupt or insolvent or making an arrangement or
composition with creditors of the person’s joint or separate estate
generally;

(d) becoming of unsound mind or a person whose person or estate is
liable to be dealt with in any way under a law relating to mental
health;

(e) the termination of their membership according to this Constitution; or

(f) the expiry of the term of their membership according to rule 3.3.


3.7 No claim against the Club

No Member whose membership ceases has any claim against the Club or
the Directors for damages or otherwise.

3.8 Limited liability

Members have no liability to contribute towards the payment of the debts
and liabilities of the Club, or the costs, charges and expenses of the winding
up of the Club.

3.9 Members subscriptions

Membership fees, subscriptions or other amounts payable by Members to the
Club shall be determined by the Directors from time to time.

3.10 Register of Members

A register of Members must be kept and contain:

(a) the name and address of each Member;

(b) the date on which each Member was admitted to the Club; and

(c) if applicable, the date of, and reasons for termination of membership.

In addition to the details above, the register must be maintained in the form,
and contain such details as may be required by FFV from time to time.

The Club must provide FFV (and to FFA if requested by FFA) with a copy of its
register by 1 February and 1 August each year, certified by the Secretary to
be true and correct as at the previous 31 December and 30 June
respectively.

4 General meetings

4.1 Annual general meeting

Annual general meetings of the Club are to be held according to the Act.

4.2 Power to convene general meeting

The Directors may convene a general meeting when they think fit and must
do so if required under the Act.

4.3 Notice of general meeting

Notice of a meeting of Members must be given according to rule 17 and the
Act.

4.4 Directors entitled to attend general meetings

A Director is entitled to receive notice of and attend and speak at all general
meetings.


4.5 Non-receipt of notice

The non-receipt of a notice convening, cancelling or postponing a general
meeting by, or the accidental omission to give a notice of that kind to, a
person entitled to receive it, does not invalidate any resolution passed at the
general meeting or at a postponed meeting or the cancellation or
postponement of the meeting.

5 Proceedings at general meetings

5.1 Number for a quorum

Subject to rule 5.4, Three at your club who are Members and eligible to vote
are a quorum at a general meeting.

5.2 Requirement for a quorum

An item of business may not be transacted at a general meeting unless a
quorum is present when the meeting proceeds to consider it.

If a quorum is present at the beginning of a meeting it is taken to be present
throughout the meeting unless the chairman of the meeting (on their own
motion or at the request of a Member who is present) declares otherwise.

5.3 Quorum and time

If within 30 minutes after the time appointed for a general meeting a quorum
is not present, the meeting:

(a) if convened by, or on requisition of, Members is dissolved; and

(b) in any other case stands adjourned to the same day in the next week
and the same time and place, or to such other day, time and place as
the Directors appoint by notice to those entitled to notice of the
meeting.

5.4 Adjourned meeting

At a meeting adjourned under rule 5.3(b), Three by number of those persons
who are Members and who are present and eligible to vote are a quorum.

If a quorum is not present within 30 minutes after the time appointed for the
adjourned meeting, the meeting is dissolved.

5.5 President to preside over general meetings

The President is entitled to preside at general meetings. If a general meeting
is convened and there is no President, or the President is not present within 15
minutes after the time appointed for the holding of the meeting or is unable
or unwilling to act, the Directors shall appoint a Director to preside as
chairman for that meeting only.

5.6 Conduct of general meetings

The chairman of a general meeting:


(a) has charge of the general conduct of the meeting and of the
procedures to be adopted;

(b) may require the adoption of any procedure which is in their opinion
necessary or desirable for proper and orderly debate or discussion or
the proper and orderly casting or recording of votes; and

(c) may, having regard where necessary to the Act, terminate discussion
or debate on any matter whenever they consider it necessary or
desirable for the proper conduct of the meeting.

A decision by the chairman under this rule is final.

5.7 Adjournment of general meeting

The chairman of a general meeting may at any time during the meeting
adjourn the meeting or any business, motion, question, resolution, debate or
discussion being considered or remaining to be considered by the meeting.

The adjournment may be either to a later time at the same meeting or to an
adjourned meeting at any time and any place.

The chairman may, but need not, seek any approval for the adjournment.

Unless required by the chairman, a vote may not be taken or demanded in
respect of any adjournment.

Only unfinished business is to be transacted at a meeting resumed after an
adjournment.

5.8 Notice of adjourned meeting

It is not necessary to give any notice of an adjournment or of the business to
be transacted at any adjourned meeting unless a meeting is adjourned for
one month or more.

In that case, the same period of notice as was originally given for the
meeting must be given for the adjourned meeting.

5.9 Questions decided by majority

Subject to the requirements of the Act requiring a Special Resolution, rule 1.2,
a resolution is carried if a simple majority of the votes cast on the resolution
are in favour of it.

5.10 Equality of votes casting vote for chairman

Except on a resolution to elect a Director, if there is an equality of votes,
whether on a show of hands or on a poll, the chairman of the meeting is
entitled to a casting vote in addition to any votes to which the chairman is
otherwise entitled.


5.11 Declaration of results

At any general meeting a resolution put to the vote of the meeting must be
decided on a show of hands unless a poll is properly demanded and the
demand is not withdrawn.

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 minutes of the meetings of the Club, is
conclusive evidence of the fact.

Neither the chairman nor the minutes need state and it is not necessary to
prove, the number or proportion of the votes recorded for of or against the
resolution.

5.12 Poll

If a poll is properly demanded, it must be taken in the manner and at the
date and time directed by the chairman and the result of the poll is the
resolution of the meeting at which the poll was demanded.

A poll demanded on the election of a chairman or on a question of
adjournment must be taken immediately.

A demand for a poll may be withdrawn.

A demand for a poll does not prevent the meeting continuing for the
transaction of any business other than the question on which the poll has
been demanded.

5.13 Objection to voting qualification

An objection to the right of a person to attend or vote at the meeting or
adjourned meeting:

(a) may not be raised except at that meeting; and

(b) must be referred to the chairman of the meeting, whose decision is
final.

A vote not disallowed under the objection is valid for all purposes.

5.14 Chairman to determine any poll dispute

If there is a dispute as to the admission or rejection of a vote, the chairman of
the meeting must decide it and their decision made in good faith is final and
conclusive.

6 Votes of Members

6.1 Votes on show of hands

On a show of hands each Member entitled to vote under rule 3.2 and
present at a general meeting has one vote.


6.2 Votes on a poll

On a poll each Member over the age of 18 years of age present in person
has one vote and each person over the age of 18 years of age present as an
attorney or Representative of a Member whether over the age of 18 years of
age or not has one vote for that Member.

6.3 Proxy voting

Proxy voting is not permitted at meetings of the Club.

7 FFA and FFV

7.1 Constitution

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.

7.2 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.

7.3 Disputes

(a) This rule 7.3 applies to a Dispute.

(b) The parties to a Dispute must meet and discuss the matter in dispute,
and, if possible, resolve the Dispute within 14 days after the Dispute
comes to the attention of all of the parties.

(c) If the parties are unable to resolve the Dispute at the meeting or
meetings held in accordance with rule 8.2(b), or if a party fails to
attend such a meeting, then the parties must, within 10 days, hold a
meeting in the presence of a mediator.

(d) The mediator must be:

(i) a person chosen by agreement between the parties; or

(ii) in the absence of agreement:

(A) in the case of a Dispute between a Member and
another Member, a person appointed by the
Directors; or

(B) in the case of a Dispute between a Member and
the Club, a person appointed by FFV.

(e) A Member can be a mediator.

(f) A Member who is a party to the Dispute cannot be a mediator.

(g) The parties to a Dispute must, in good faith, attempt to settle the
Dispute by mediation.

(h) The mediator, in conducting the mediation, must:

(i) give the parties to the mediation process reasonable
opportunity to be heard; and

(ii) allow due consideration by all parties of any written statement
submitted by any party; and


(iii) ensure that natural justice is accorded to the parties to the
Dispute throughout the mediation process.

(i) The mediator must not determine the Dispute.

(j) If the mediation process does not result in the Dispute being resolved,
the parties may then seek to resolve the Dispute in accordance with
the process set out in the Grievance Procedure.

8 Patrons and Life Members

8.1 Appointment and removal of Patrons

The Directors may appoint and remove Patrons of the Club.

8.2 Rights of Patrons

Patrons are:

(a) entitled to notice of all general meetings;

(b) entitled to attend and speak at general meetings; and

(c) not entitled to vote at any general meeting.

8.3 Eligibility for Life Membership

Any Member or Director may nominate an individual for admission as a Life
Member.

8.4 Nomination requirements

A nomination under rule 8.3 must:

(a) be in writing in the form determined by the Directors from time to time;
and

(b) set out the reasons why, in the opinion of the nominator, the nominee
should be considered for Life Membership.

8.5 Admission to Life Membership

Nominations for admission to Life Membership are to be considered by the
Directors at their next meeting after the nomination is received.

In their absolute discretion, and without the need to give reasons for doing
so, the Directors may recommend the nomination, or decide not to
recommend or submit the nomination, to the next annual general meeting
for approval.

A nominee is admitted to Life Membership if:

(a) the Directors recommend that the nominee be admitted to Life
Membership; and


(b) the recommendation is approved by a majority of two-thirds of
Members present at the annual general meeting at which the
recommendation is considered.

8.6 Rights of Life Members

Unless also an Ordinary Member a Life Member:

(a) is not to be counted in a quorum under rule 5.1;

(b) has the right to remain a Life Member until they die or resign their Life
Membership or unless they are expelled from the Club;

(c) subject to any separate agreement with the Club to the contrary, has
no obligation, and may not be required, to pay any subscription or
other amount;

(d) is entitled to receive notice of general meetings;

(e) is entitled to attend and speak at general meetings; and

(f) is not entitled to vote at any general meeting.

9 Directors

9.1 Number of Directors

There are to be no more than Three Directors comprised as follows:

(a) the President;

(b) the Secretary;

(c) the Treasurer; and

(d) Two other committee members;

who must all be Ordinary Members (or the parent or other legal guardian of
a Junior Member) and who shall be elected under rule 9.2.

9.2 Elections

A Member or a Director may nominate a person for election as a Director
(including as President). A nomination must be in writing and signed by the
nominator and nominee.

If insufficient nominations are received to fill all available Director vacancies
the candidates nominated shall, subject to declaration by the chairman, be
deemed to be elected.

If the number of nominations received is equal to the number of vacancies
to be filled, the persons nominated shall, subject to declaration by the
chairman, be deemed to be elected.


If the number of nominations exceeds the number of vacancies to be filled,
voting papers shall be prepared containing the names of the candidates in
alphabetical order, for each vacancy.

Elections shall be conducted by such means as is prescribed by the Directors.

9.3 Term of office

Directors shall hold office for a term of two years and subject to this
Constitution, shall hold office from the conclusion of the Annual General
Meeting at which they were elected until the conclusion of the second
following Annual General Meeting.

9.4 Maximum term of office

Unless otherwise approved by the Members in General meeting a Director
may not serve more than three consecutive terms as a Director.

If a Director has served three consecutive terms, they may not be elected as
a Director again until the second annual general meeting after the end of
their third term of office.

9.5 Casual vacancy

The Directors may at any time appoint a person to be a Director to fill a
casual vacancy.

A Director appointed under this rule holds office until the end of the term of
the Director in whose place they were appointed.

Service as a Director under this rule is a full term of office for the purposes of
rule 9.3.

9.6 Remuneration of Directors

A Director may not be paid for services as a Director but, with the approval
of the Directors, may be reimbursed by the Club for their reasonable
expenses when:

(a) travelling to or from meetings of the Directors, a Committee or the
Club; or

(b) otherwise engaged on the affairs of the Club.

9.7 Vacation of office

The office of a Director becomes vacant when the Director:

(a) is disqualified by the Act from being a committee member;

(b) is disqualified by the Corporations Act from being a director;

(c) becomes of unsound mind or a person whose person or estate is liable
to be dealt with in any way under a law relating to mental health;


(d) resigns office by notice in writing to the Club;

(e) is not present personally at three consecutive Directors’ meetings
without leave of absence from the Directors.

9.8 Directors to be bound by Club, FFV and FFA Rules

By accepting office, each Director agrees to be bound by and observe:

(a) This Constitution;

(b) The Statutes and Regulations and those of the By-Laws expressed to
apply to or in relation to Directors of Clubs;

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

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

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

10 Powers and duties of Directors

10.1 Directors to manage Club

The Directors are to manage the Club’s business and may exercise those of
the Club’s powers that are not required, by the Act or by this Constitution, to
be exercised by the Club in general meeting.

10.2 Minutes

The Directors must cause minutes of meetings to be made and kept
according to the Act.

10.3 Signing Cheques and other negotiable instruments

Cheques and other negotiable instruments must be signed by at least two
Directors nominated by the Directors.

11 Proceedings of Directors

11.1 Directors meetings

The Directors may meet together for conducting business, adjourn and
otherwise regulate their meetings as they think fit. The Directors consent, by
accepting nomination as a Director, to meetings being held using any
technology that gives the Directors, as a whole, a reasonable opportunity to
participate. To avoid doubt, this includes meetings held by telephone
and/or video conferencing.


11.2 Questions decided by majority

A question arising at a Directors’ meeting is to be decided by a majority of
votes of the Directors present and entitled to vote.

11.3 Chairman’s casting vote

The chairman of the meeting has a casting vote.

11.4 Quorum

Until otherwise determined by the Directors, Three Directors (at least two of
whom are entitled to vote) present in person or by proxy is a quorum.

11.5 Effect of vacancy

The continuing Directors may act despite a vacancy in their number. If the
number of Directors is reduced below the number required for a quorum, the
remaining Directors may act only for the purpose of filling the vacancies to
the extent necessary to bring their number up to the number required for a
quorum or to convene a general meeting.

11.6 Director attending and voting by proxy

A Director may attend and vote by proxy at a Directors’ meeting if the proxy:

(a) is another Director; and

(b) has been appointed in writing signed by the appointor.

The appointment must be for a particular meeting.

11.7 Convening meetings

A Director may, and the Secretary on the request of a Director must,
convene a Directors’ meeting.

11.8 President to preside at Directors’ meeting

The President is entitled to preside at Directors’ meetings.

If the President is not present and able and willing to act within 15 minutes
after the time appointed for a meeting or has signified an intention not to be
present and able and willing to act, the Directors shall appoint a Director to
preside as chairman for that meeting only.

11.9 Committees

The Directors may delegate any of their powers to Committees consisting of
those persons they think fit, and may revoke that delegation.

11.10 Powers delegated to Committees

A Committee must exercise the powers delegated to it according to the
terms of the delegation and to any directions of the Directors.


Powers delegated to and exercised by a Committee are taken to have been
exercised by the Directors.

11.11 Committee meetings

Committee meetings are governed by the provisions of this Constitution
dealing with Directors’ meetings, as far as they are capable of application.

11.12 Circulating resolutions

The Directors may pass a resolution without a Directors’ meeting being held if
all of the Directors who are entitled to vote on the resolution sign a
document containing a statement that they are in favour of the resolution
set out in the document.

Separate copies of the document may be used for signing by Directors if the
wording of the resolution and statement is identical in each copy.

The resolution is passed when the last Director signs.

11.13 Validity of acts of Directors

Everything done at a Directors’ meeting or a Sub-Committee meeting, or by
a person acting as a Director, are valid even if it is discovered later that there
was some defect in the appointment, election or qualification of any of them
or that any of them was disqualified or had vacated office.

12 Public Officer

12.1 Appointment of Public Officer

There must be a Public Officer of the Club who:

(a) must be resident in the State; and

(b) is to be appointed by the Directors.

12.2 Suspension and removal of Public Officer

The Directors may suspend or remove a Public Officer from that office.

12.3 Powers, duties and authorities of Public Officer

A Public Officer holds office on the terms and conditions (including as to
remuneration) and with the powers, duties and authorities, as determined by
the Directors

13 By-laws

13.1 Making and amending By-laws

The Directors may from time to time make By-laws which in their opinion are
necessary or desirable for the control, administration and management of


the Club's affairs and may amend, repeal and replace those By-laws, but
only to the extent the Club can do so under rule 7.1.

Subject to rule 7.1, the Club in general meeting, may amend, repeal and
replace any By-law made by the Directors, but that does not affect the
validity of anything previously done by the Directors or anyone under that By-
law.

13.2 Effect of By-law

A By-law:

(a) is subject to this Constitution;

(b) must be consistent with this Constitution and the objectives stated in
FFV’s constitution, and if not, the Constitution prevails to the extent of
the inconsistency; and

(c) when in force, is binding on all Members and has the same effect as a
provision in this Constitution.

14 Seals

14.1 Safe custody of common seals

The Directors must provide for the safe custody of any seal of the Club.

14.2 Use of common seal

If the Club has a common seal or duplicate common seal:

(a) it may be used only by the authority of the Directors; and

(b) every document to which it is affixed must be signed by a Director and
be countersigned by another Director or another person appointed by
the Directors to countersign that document or a class of documents in
which that document is included.

15 Funds

15.1 Source of Funds

The funds of the Club are to be derived from fees paid by Members and any
other sources the Directors determine.

15.2 Funds management

The funds of the Club are to be used solely for the objects specified in rule 2.1
in any manner the Directors determine.


16 Inspection of records

16.1 Inspection by Members

Subject to the Act, the Directors may determine whether and to what extent,
and at what times and places and under what conditions, the accounting
records and other documents of the Club or any of them will be open for
inspection by the Members.

16.2 Right of a Member to inspect

A Member does not have the right to inspect any document of the Club
except as provided by law or authorised by the Directors or by the Club in
general meeting.

16.3 Custody of documents

Except as otherwise provided in these rules, the Secretary must keep in his or
her custody or under his or her control all books, documents and securities of
the Club.

17 Service of documents

17.1 Document includes notice

In this rule 17, document includes a notice.

17.2 Methods of service

The Club may give a document to a Member:

(a) personally; or

(b) by sending it by post to the address for the Member in the Register or
an alternative address nominated by the Member; or

(c) by sending it to a fax number or electronic address nominated by the
Member; or

(d) by posting it on the Club’s website.

17.3 Methods of service on the Club

A Member may give a document to the Club by:

(a) delivering it to the Registered Office; or

(b) sending it by post to the Registered Office; or

(c) sending it to a fax number or electronic address nominated by the
Club.


17.4 Post

A document sent by post if sent to an address:

(a) in Australia, may be sent by ordinary post; and

(b) outside Australia, must be sent by airmail,

and in either case is taken to have been received on the day after the date
of its posting.

17.5 Fax or electronic transmission

If a document is sent by fax or electronic transmission, delivery of the
document is taken to:

(a) be effected by properly addressing and transmitting the fax or
electronic transmission; and

(b) have been delivered on the day following its transmission.

18 Indemnity

18.1 Indemnity of officers

Every person who is or has been a Director or a Public Officer is entitled to be
indemnified out of the property of the Club against:

(a) every liability incurred by the person in that capacity (except a liability
for legal costs); and

(b) all legal costs incurred in defending or resisting (or otherwise in
connection with) proceedings, whether civil or criminal or of an
administrative or investigatory nature, in which the person becomes
involved because of that capacity,

unless:

(c) the Club is forbidden by statute to indemnify the person against the
liability or legal costs; or

(d) an indemnity by the Club of the person against the liability or legal
costs would, if given, be made void by statute.

18.2 Insurance

The Club may pay or agree to pay, whether directly or through an interposed
entity, a premium for a contract insuring a person who is or has been a
Director or Public Officer against liability incurred by the person in that
capacity, including a liability for legal costs, unless the:

(a) Club is forbidden by statute to pay or agree to pay the premium; or

(b) contract would, if the Club paid the premium, be made void by
statute.


19 Winding up

19.1 Contributions of Members on winding up

Each Member must contribute to the Club’s property if the Club is wound up
while they are a Member or within one year after their membership ceases.

This contribution is for:

(a) payment of the Club’s debts and liabilities contracted before their
membership ceased;

(b) the costs of winding up; and

(c) adjustment of the rights of the contributories among themselves,

and the amount is not to exceed $1.00.

19.2 Excess property on winding up

If on the winding up or dissolution of the Club, and after satisfaction of all its
debts and liabilities, any property remains, that property must be given or
transferred to another body or bodies:

(a) having objects similar to those of the Club; and

(b) whose constitution prohibits (or each of whose constitutions prohibit)
the distribution of its or their income and property among its or their
members to an extent at least as great as is imposed on the Club
under this Constitution.

That body is, or those bodies are, to be determined by the Members at or
before the time of dissolution or, failing that a determination, by a judge who
has or acquires jurisdiction in the matter.

20 Accounts

The Directors must cause the accounts of the Club to be audited as required
by the Corporations Act and in compliance with the Act.

21 Disciplining of members

21.1 Introduction

This rule sets out the procedure for dealing with disciplinary actions and
matters and:

(a) establishes a Judiciary Panel to hear disciplinary matters of the Club;
and

(b) sets out the procedures of that Judiciary Panel.


21.2 Judiciary Panel

The Judiciary Panel shall be convened and function as follows.

(a) The Directors may convene a Judiciary Panel of such persons, on such
terms and for such purpose(s) as is required. A member of each
Judiciary Panel appointed shall act as Judiciary Panel Secretary and
keep records of all investigations and decisions.

(b) The jurisdiction of a Judiciary Panel shall be limited to matters referred
to it by the Directors in accordance with the Constitution and this rule.

(c) Every referral to a Judiciary Panel shall be clear and unambiguous and
shall clearly set out the matter(s) required to be investigated or
determined by the Judiciary Panel.

(d) Upon a referral to a Judiciary Panel the Judiciary Panel Secretary shall,
as soon as practicable, appoint a time and place suitable to the
Judiciary Panel for the proceedings.

(e) A Judiciary Panel shall conduct any referral to it within such time as the
Directors direct, provided always that a concerned person may apply
for an adjournment by application in writing to the Judiciary Panel
chairperson. Such application must be received at least 2 days prior to
commencement of proceedings.

(f) A Judiciary Panel shall have power to require the attendance of any
Member or Club representative at any proceedings before it. Notice
shall be given in accordance with this rule. Where a person who is
required to attend, fails to attend without reasonable excuse, the
Judiciary Panel may draw such inferences from that failure to attend
as it considers reasonable.

(g) The quorum for a Judiciary Panel shall be determined by the Directors.

21.3 Proceedings

The proceedings of a Judiciary Panel shall be conducted as follows.

(a) Upon receipt of a referral the Judiciary Panel may request the party or
parties concerned in the referral appear before it. Such request shall
be in writing either delivered personally or in appropriate cases by post
or facsimile or email to the appropriate address or facsimile number of
the party or parties concerned. The Judiciary Panel shall inquire into,
or determine, the matters in question.

(i) A notice given by post shall be deemed to have been given on
the day following the day on which it was posted.

(ii) A notice given by facsimile or email shall be deemed to be
given upon receipt of a confirmation report confirming the
facsimile was received at the facsimile number or where the
email was not confirmed undeliverable at the email address to
which it was sent.


(b) Proceedings shall take place as soon as practicable. All parties
concerned shall be given at least 7 days notice of the proceedings by
the Judiciary Panel. The notice shall:

(i) be in writing;

(ii) state that the party or parties concerned are required to
appear and in what capacity;

(iii) state the nature of the proceedings and the matters or alleged
offence(s) the subject of investigation or determination, the
possible penalty or penalties and the date, place and time of
the hearing; and

(iv) be delivered in accordance with rule 21.3(a) above.

(c) Persons appearing before the Judiciary Panel shall be entitled to call
witnesses but must state their case in person unless the Judiciary Panel
has permitted representation through an advocate. No person
appearing before the Judiciary Panel shall be entitled to legal
representation as of right at the proceedings. The chairperson will
consider all requests for legal representation made by a party but the
decision to allow legal representation is at the sole discretion of the
chairperson. The chairperson is not required to give reasons for such
decision. The person appearing before the Judiciary Panel and his/her
witnesses shall be given a full opportunity to be heard. In his/her
absence, or in the absence of his/her witnesses, a decision may be
made by default. Before making a decision in default of appearance,
the Judiciary Panel must satisfy itself that the party concerned was
aware of the time, date and place of hearing and had been
requested to appear in accordance with this rule.

(d) The Judiciary Panel chairman shall announce the opening of the
proceedings, stating the Judiciary Panel's authority, jurisdiction,
composition and the nature and purpose(s) of the proceedings.

(e) The procedure to be followed at proceedings shall be clearly
explained by the Judiciary Panel chairman. The Judiciary Panel
chairman shall state who is entitled to be present throughout
proceedings during evidence and submissions.

(f) The matter(s) the subject of proceedings shall then be read to the
person(s) concerned. The body or person reporting the matter(s) the
subject of the proceedings shall be given the opportunity to report the
circumstances of those matter(s). The person(s) concerned will be
given the opportunity to respond to this report and present evidence
and submissions as to their view of the circumstances of those
matter(s). Any witnesses called by either the reporting body or the
person(s) concerned will be given the opportunity to give evidence or
make submissions. Witnesses may be questioned on their evidence.
Evidence and/or submissions may be tendered in writing.


(g) The Judiciary Panel will consider the evidence presented. The
Judiciary Panel may adjourn the hearing if necessary to do so. No
other person shall be present or partake in any discussion with the
Judiciary Panel at this time. If the Judiciary Panel finds an offence has
not been committed or not proved it will advise the Directors and
dismiss the charge accordingly.

(h) If the Judiciary Panel finds an offence has been committed or proved
it may impose, in its discretion, an appropriate penalty or penalties. It
may also report its findings to the Directors with such recommendations
as it considers appropriate. The Judiciary Panel chairperson will
declare the proceedings closed.

(i) If a decision cannot be given immediately after proceedings, the
relevant party or parties must be advised of the time and place at
which the decision will be given. The decision, any penalty and notice
of the person's appeal rights shall be given in writing and signed by the
Judiciary Panel chairperson.

(j) Every decision of a Judiciary Panel under this Rule shall be conveyed in
writing to the parties concerned.

21.4 Penalties

(a) Penalties which may be imposed include:

(i) a reprimand;

(ii) suspension, from such activities of the Club, including but not
only competition, on such terms and for such period as the
Judiciary Panel thinks fit;

(iii) exclusion from a particular competition, activity, event or
events;

(iv) expulsion from the Club;

(v) a fine, imposed in such manner and in such amount as the
Judiciary Panel thinks fit; or

(vi) such combination of any of the above penalties as the
Judiciary Panel thinks fit.

(b) During proceedings, the subject(s) of the proceedings may be
suspended, on such terms and for such period as the Judiciary Panel
thinks fit and shall remain under suspension unless the Judiciary Panel
decides otherwise.

21.5 Effect of Penalty

(a) Where a Member is suspended under this rule, all rights and privileges
of that Member shall be forfeited, either partially or completely, during
the period of suspension. In the case of complete suspension, a


Member shall also forfeit all Club rights during the currency of the
suspension.

(b) Where a Member is expelled under this rule his membership of, and
representation rights and privileges in, the Club shall be forfeited
immediately and membership shall cease.

(c) There is no right of appeal against a decision of a Judiciary Panel
under this rule.

22 Definitions and interpretation

22.1 Definitions

In this Constitution unless the contrary intention appears:

Act means the Associations Incorporation Act 1981 (Vic). (Act is available
from the Consumer Affairs website www.consumer.vic.gov.au )
Club means the Endeavour United Soccer Club Incorporated.
By-law means a by-law made under this Constitution.
Constitution means this constitution as amended from time to time, and a
reference to a particular rule is a reference to an rule of this Constitution.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a director of the Club and includes the President.
Directors means all or some of the directors of the Club acting as a board.


Dispute means a dispute under this Constitution between:

(a) a Member and another Member; or

(b) a Member and the Club.

FFA means Football Federation Australia Limited ACN 106 478 068.
FIFA means Federation Internationale de Football Association.
FFV means Football Federation Victoria Incorporated.
Football means “Association Football” as recognised by FIFA from time to
time. To avoid doubt, at the date of incorporation of the Club or the date of
adoption of this Constitution, Football includes the games of Football, soccer
football, indoor or 5 a side (Futsal) Football and beach Football.
Grievance has the meaning given to that term in the Grievance Procedure;
Grievance Procedure means the procedures in the FFV Grievance,
Disciplinary, Tribunal By-Law, as amended from time to time.



Junior Member means a player, coach or official of the Club under rule
3.2(d).
Laws of the Game means the rules of Football referred to in the Statutes and
Regulations.
Life Member means a person admitted as such under rule 8.
Member means a member of the Club admitted to membership under rule
3.2.
Ordinary Member means a player, coach or official of the Club under rule
3.2(b).
Patron means any person of influence or support appointed by the Club as a
Patron of the Club under rule 8.1.
President means the President from time to time of the Club.
Public Officer has the meaning and functions accorded to that office as set
out in the Act.
Registered Office means the registered office of the Club from time to time.


Registrar has the meaning given to it in the Act.

Social Member means a Member under rule 3.2(c).

Special Resolution has the meaning given to it in the Act.
State means Victoria.
Statutes and Regulations means the Statutes and Regulations of FIFA in force
from time to time.


22.2 Interpretation

(a) In this Constitution:

(i) (presence of a Member) a reference to a Member present at a
general meeting means the Member present in person or by
attorney or Representative;

(ii) (annual general meeting) a reference to an annual general
meeting in a calendar year (for example, in 2006), is a reference
to the annual general meeting required to be held by the Club
in that calendar year under the Act; and

(iii) (document) a reference to a document or instrument includes
any amendments made to it from time to time and, unless the
contrary intention appears, includes a replacement.

(b) In this Constitution unless the contrary intention appears:

(i) (gender) words importing any gender include all other genders;


(ii) (person) the word “person” includes a firm, a body corporate, a
partnership, a joint venture, an unincorporated body or
association or an authority;

(iii) (successors) a reference to an organisation includes a
reference to its successors;

(iv) (singular includes plural) the singular includes the plural and
vice versa;

(v) (instruments) a reference to a law includes regulations and
instruments made under it;

(vi) (amendments to legislation) a reference to a law or a provision
of a law includes amendments, re-enactments or replacements
of that law or the provision, whether by a State or the
Commonwealth or otherwise;

(vii) (signed) where, by a provision of this Constitution, a document
including a notice is required to be signed, that requirement
may be satisfied in relation to an electronic communication of
the document in any manner permitted by law or by any State
or Commonwealth law relating to electronic transmissions or in
any other manner approved by the Directors; and

(viii) (writing) “writing” and “written” includes printing, typing and
other modes of reproducing words in a visible form including,
without limitation, any representation of words in a physical
document or in an electronic communication or form or
otherwise.

22.3 Corporations Act

In this Constitution unless the contrary intention appears an expression has, in
a provision of this Constitution that deals with a matter dealt with by a
particular provision of the Corporations Act, the same meaning as in that
provision of the Corporations Act.

22.4 Headings

Headings are inserted for convenience and do not affect the interpretation
of this Constitution.

22.5 “Include” etc

In this Constitution the words “include”, “includes”, “including” and “for
example” are not to be interpreted as words of limitation.

22.6 Powers

A power, an authority or a discretion reposed in a Director, the Directors, a
Sub-Committee, the Club in general meeting or a Member may be exercised
at any time and from time to time.


APPENDIX 1 – APPLICATION FOR MEMBERSHIP OF ENDEAVOUR UNITED SOCCER
CLUB









I,……………………………………… , of …………..……………desire to become a

(name and occupation) (address)



member of ………………………………………………………………………

(name of Club)



In the event of my admission as a member, I agree to be bound by the rules of the
Club for the time being in force.





…………………………

Signature of Applicant



Date …………………….






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League Tables

State League Division 4 - South

1 Brighton 12 29
2 St Kilda 12 28
3 Bayside Argonauts 12 24
4 Noble Park 12 22
5 Skye Utd 11 21
6 Keysborough 11 21
7 ENDEAVOUR UNITED 12 15
8 Lyndale Utd 12 15
9 Dandenong Wolves 12 12
10 Sandown Lions 12 8
11 Old Mentonians 11 6
12 Hampton Park 11 3