THE CONSTITUTION Of VIRTUS SOCCER CLUB INCORPORATED

Policy Name: THE CONSTITUTION OF VIRTUS SOCCER CLUB INCORPORATED
Policy Type: Administration
Policy Number: VSC-ADM-???

THE CONSTITUTION
Of VIRTUS SOCCER CLUB INCORPORATED
(ASSOCIATIONS INCORPORATION ACT 1985 (SA)) 
20th November 2016

1. NAME
The name of the club shall be the “Virtus Soccer Club Incorporated”.

2. CLUB COLOURS
The colours of the Club shall be RED & WHITE

3. DEFINITIONS AND INTERPRETATION
3.1 Definitions
In this constitution, unless the contrary intention appears:

  • ‘Act’ means the Associations Incorporation Act 1985 (SA).
  • ‘The Board’ means the Board of Management managing the club.
  • ‘Constitution’ means this constitution of the club.
  • ‘Financial year’ means the year ending on the next 30 September following incorporation and thereafter a period of 12 months commencing on 1 October and ending on 30 September each year.
  • ‘Life member’ means an individual appointed as a life member of the club under clause 6.3.
  • ‘Member’ means a member of the club under clause 6.
  • ‘Objects’ means the objects of the club as per clause 4.
  • ‘Sport’ means Soccer.

3.2 Interpretation
In this constitution:

  1. If consistent with the text, Club shall mean the Virtus Soccer Club Incorporated.
  2. Members shall mean the Financial Members of the club, including Honorary Life Members.
  3. Association shall mean the Football Federation South Australia (FFSA).

3.3 The Act
Except where the contrary intention appears, in this constitution an expression that deals with a matter under the Act has the same meaning as that provision of the Act. Model rules under the Act are expressly displaced by this constitution.

4. OBJECTS OF THE CLUB
The club is established solely for the objects. The objects of the club shall be to:

  1. Promote and foster interest in soccer and encourage social activities and healthy exercise and recreation for the benefit of eligible members of the club
  2. Act, at all times, on behalf of and in the interest of the members and Soccer in the local area
  3. Affiliate and otherwise liaise with the regional and/or state organisations of which the club is a member and adopt their rule and policy frameworks to further these objects
  4. Advance the operations and activities of the club throughout the local area
  5. Establish and maintain a soccer ground and clubrooms.
  6. To make financial provision for the objects contained herein.
  7. To do all things as are incidental and conclusive to the attainment of the forgoing objects.

5. RULES/CONSTITUTION
The Constitution of the Club shall be maintained as per the Act.

  • The rules may be altered (including an alteration to the association’s name) by special resolution of the members of the association. This includes recision or replacement by substitute rules.
  • The alteration shall be registered with Consumer and Business Services, Corporate Affairs Commission, as required by the Act.
  •  The registered rules shall bind the association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

6. MEMBERSHIP
The members of the club shall consist of:

  1. Ordinary members, who subject to this constitution, shall have the right to receive notice of general meetings and to be present, to debate and to vote at general meetings,
  2. Temporary members,
  3. Life members, who subject to this constitution, shall have the right to receive notice of general meetings and to be present, to debate and to vote at general meetings.

No liquor shall be sold or supplied to any person under the age of eighteen.
No person under eighteen years of age shall be employed in that section of the club premises for which a permit or license has been granted under the Licensing Act.

6.1 Ordinary Members

  1.  The Board shall annually appoint a membership coordinator. This person shall be responsible for seeking new members as well as collecting subscription fees on behalf of the Club,
  2.  No person shall enjoy the privileges of the club until their membership subscriptions have been paid,
  3.  At any time, the Board shall have the power to cancel any ordinary membership and shall not be bound to give any explanation

6.2 Temporary Members
The following persons shall be temporary members of the club.

  1. A person who is temporarily resident in South Australia, who has been appointed as a temporary member by a resolution of the Board passed and minuted and who has complied with the conditions imposed by the Board in making such appointment,
  2. Any playing member or official of any Soccer Cub which on any given day in Port Pirie has played an organised football match in which a playing member of the Virtus Soccer Club was engaged, Unless the Board by Resolution otherwise determines. The period of membership shall not extend beyond the day of the match. No temporary member shall have any voting rights in Club affairs. At any time, the Board shall have the power to cancel any temporary membership and shall not be bound to give any explanation.

6.3 Life Members

  1. a) Any member who has served the club in an effective capacity for a period of not less than ten years may be considered for appointment as a Life Member.
  2. b) Players who have represented the club for a minimum of 250 games may be considered for appointment as a Life Member.
  3. c) Life Members shall be appointed by the Board of Management after recommendations by the Life Member Committee and any selections shall be announced at the Boards discretion. (Refer to Life Membership Policy VSC-ADM-003)
  4. d) No appointment by the Board shall be effective unless the person so appointed is a Member of the Club in accordance with the Rules.

7. MEMBERSHIP RENEWAL 
Members (other than life members) must renew their membership annually in accordance with the procedures set down by the club in regulations from time to time.

8. REGISTER OF MEMBERS
8.1 Club to Keep Register
The club shall keep and maintain a register in which shall be entered (as a minimum):
The full name, address and date of entry of each member
8.2 Use of register
Subject to the Act, confidentiality considerations and privacy laws, the register may be used to further the objects, in such manner as the Board considers appropriate.

9. EFFECT OF MEMBERSHIP
Members acknowledge and agree that:
(a) This constitution forms a contract between each of them and the club and that they are bound by this constitution and the regulations.
(b) They shall comply with and observe this constitution and the regulations and any determination, resolution or policy which may be made or passed by the Board or other entity with delegated authority.
(c) By submitting to this constitution and regulations, they are subject to the jurisdiction of the club.
(d) The constitution and regulations are necessary and reasonable for promoting the objects and particularly the advancement and protection of Soccer.
(e) They are entitled to all benefits, advantages, privileges and services of club membership.

10. DISCONTINUANCE OF MEMBERSHIP
10.1 Notice of Resignation
(a) A member who has paid all arrears of fees payable to the club may resign or withdraw from membership of the club by giving one month’s notice in writing to the club.
(b) Once the club receives a notice of resignation of membership given under clause 10.1(a), it must make an entry in the register that records the date on which the member ceased to be a member.
10.2 Discontinuance for Breach
(a) Membership of the club may be discontinued by the Board upon breach of any clause of this constitution or the regulations, including, but not limited to, the failure to pay any monies owed to the club, failure to comply with the regulations or any resolutions or determinations made or passed by the Board or any duly authorised committee.
(b) Membership shall not be discontinued by the Board under clause 10.2(a) without the Board first giving the accused member the opportunity to explain the breach and/or remedy the breach.
(c) Where a member fails, in the Board’s view, to adequately explain the breach, that member’s membership shall be discontinued under clause 10.2(a) by the club giving written notice of the discontinuance to the member. The register shall be amended to reflect any discontinuance of membership under this clause 10.2 as soon as practicable.

10.3 Forfeiture of Rights
A member who ceases to be a member, for whatever reason, shall forfeit all rights in and claims upon the club and its property and shall not use any property of the club including intellectual property. Any club documents, records or other property in the possession, custody or control of that member shall be returned to the club immediately.
10.4 Membership May be Reinstated
Membership, which has been discontinued under clause 10.1 or 10.2, may be reinstated at the discretion of the Board, with such conditions as it deems appropriate.
10.5 Refund of Membership Fees
Membership fees or subscriptions paid by the discontinued member may be refunded on a pro-rata basis to the member upon discontinuance.

11. DISCIPLINE
The Board may commence or cause to be commenced disciplinary proceedings against a member who has allegedly:
(i) breached, failed, refused or neglected to comply with a provision of this constitution, the regulations or any resolution or determination of the Board or any duly authorised committee
(ii) acted in a manner unbecoming of a member, or prejudicial to the purposes and interests of the club and/or Soccer
(iii) brought the club, any other member or Soccer into disrepute.
That member will be subject to and will submit unreservedly to the jurisdiction, procedures, penalties and the appeal mechanisms of the club set out in the Policies and Procedures.
The Board may appoint a judiciary committee to deal with any disciplinary matter referred to it. Such judiciary committee shall operate in accordance with the clubs policies and procedures but is subject always to the Act.

12. SUBSCRIPTIONS AND FEES
The annual membership subscription and any fees or other levies payable by members to the club and the time for and manner of payment shall be as determined by the Board.

13. OFFICE BEARERS
13.1 Board of Management
(a) The Board of Management of the Virtus Soccer Club shall comprise the following positions:
President, Vice-President, Secretary, Treasurer, Senior Soccer Director, Junior Soccer Director, and three Directors.
(b) The following areas of management have been identified as critical to the successful running of the club:
– Soccer Management
20th November 2016
– Maintenance & Facilities Management
– Services (includes Bar, Catering)
– Social Management
– Membership Management
– Marketing
(c) Responsibilities for the above portfolios shall be allocated to elected Board Members who shall in turn seek volunteers to support them in their roles.
(d) Should any of the Director positions not be filled at the AGM, any unallocated portfolios shall be allocated and shared by the elected board members.
(e) For Board of Management Role Descriptions refer to club policy VSC-ADM-001 “Board Structure & Duties/Roles Of Elected Officers”
13.2 Election and Appointment of Office Bearers & Support Positions
(a) All officers shall be elected at the Annual general Meeting. If no more nominations for any of the said officers are received than there are vacancies to be filled, the candidates so nominated will be elected.
(b) If there are more candidates nominated than vacancies, then a ballot shall be held.
(c) Any person wishing to stand as an Officer of the Club must be nominated with a seconder before or at the Annual General Meeting.
(d) A Returning Officer shall be appointed by the Board of Management and such person shall not be a Board of Management member. Such appointment shall take place not less than thirty days prior to the Annual General Meeting each year.
(e) All nominations for office bearers are to be delivered to the Returning Officer not less than seven days before the Annual general Meeting.
(f) Volunteers for positions to support the Board with the management of the portfolios listed at 13.1 (b) above may be filled prior to the AGM and any vacancies may be received on the day of the AGM:
13.3 Term of Office
Officers elected under clause 13 shall be elected for a term of two years. Subject to provisions in this constitution relating to early retirement or removal of Officers, elected Officers shall remain in office from the conclusion of the AGM at which the election occurred until the conclusion of the second AGM following.
13.4 Duties of Elected Officers
The Duties/Roles of the elected officers of the club are detailed in club policy VSC-ADM-001.

14. EXISTING BOARD OF MANAGEMENT MEMBERS
The members of the Board in office immediately prior to approval of this constitution under the Act shall continue in those positions until the next AGM following such adoption of this
20th November 2016
constitution, and thereafter the positions of the Board shall be filled, vacated and otherwise dealt with in accordance with this constitution.

15. POWERS AND DUTIES OF THE BOARD OF MANAGEMENT
Subject to the Act and this constitution, the business of the club shall be managed and the powers of the club shall be exercised by the Board. In particular, the Board shall act in accordance with the objects and shall operate for the benefit of the members and the community throughout the local area.
(a) In the event of the Board not being fully elected at the Annual General meeting, the elected members of the Board shall have the power to fill the vacancies on the Board.
(b) The Board shall have the full power to decide who shall enjoy the privileges of all social activities of the Club.
(c) The Board shall have the power to declare vacant the office of any Board member who has without valid reason absented him/herself from four consecutive meetings.
(d) The Board shall keep an account of all transactions, minutes of all meetings and any other relevant business conducted by the club.
(e) The Board shall make rules and regulations as deemed necessary.
(f) The Board will undertake to appoint the following positions:
(i) Publicity & Cultural Officer
(ii) Staff employed the Club
(iii) Members for any Sub-Committee
(iv) Any member for the position of auditor
(v) Membership co-ordinator
(vi) Life Membership Committee.

16. VACANCIES ON THE BOARD
16.1 Casual Vacancies
Any casual vacancies occurring in the elected positions may be filled by the remaining Office Bearers of the Club from among appropriately qualified persons. Any casual vacancy may only be filled for the remainder of that positions term under this constitution.

16.2 Grounds for Termination of Office Bearers
In addition to the circumstances in which the position of an Office Bearer becomes vacant by virtue of the Act, the position of an Office Bearer becomes vacant if the Office Bearer:
(a) Dies
(b) Becomes of unsound mind
(c) Resigns their office in writing to the club

(d) Is absent without the consent of the Board from four consecutive meetings
(e) In the opinion of the Board (but subject always to this constitution):
 has acted in a manner unbecoming or prejudicial to the objects and interests of the club
 has brought the club into disrepute
(f) Is removed by special resolution
(g) Would otherwise be prohibited from being an Office Bearer of a corporation under the Corporations Act 2001 (Cth.).

17. MEETINGS OF THE BOARD
17.1 Board to Meet
The Board shall hold meetings at least once a month and minutes of resolutions and proceedings of the Board shall be entered in a book to be kept for that purpose.
The Secretary shall have the power to call a Board meeting other than the monthly
meeting if he/she feels a special Meeting is necessary.
17.2 Decisions of the Board
Subject to this constitution, questions arising at any meeting of the Board shall be decided by a majority of votes. All Board members shall have one vote only on any question. The President shall have a casting vote

17.3 Quorum
Five members shall constitute a quorum for any meeting of the Board of Management.

18. PUBLIC OFFICER
For the purposes of the act, the Secretary of the Virtus Soccer Club shall be the Public Officer.

19. ANNUAL GENERAL MEETING
The AGM shall be called by notice during the month of November of each year and the following business shall be transacted:
(a) The reading and confirming of the previous Annual General Meeting minutes.
(b) The receiving and adoption of an Audited Balance Sheet drawn up as at the end of week two in October and accompanied by a report of the proceedings of the club for the preceding year.
(c) The election of Officers for the ensuing year.
(d) Any other business that may be brought forward.

A quorum for Annual General Meetings shall be twenty five members.
No business other than that stated on the notice for a AGM shall be transacted at
that meeting.

20. SPECIAL GENERAL MEETINGS

A Special General Meeting may be called with a minimum quorum of twenty members
required.
No business other than that stated on the notice for the Special General Meeting shall be
transacted at that meeting.
20.1 Requisition of Special General Meetings
(a) The secretary shall convene a special general meeting when five per cent of members (no less) submit a requisition in writing.
(b) The requisition for a special general meeting shall state the object(s) of the meeting, be signed by the members making the requisition and be sent to the club.

21. VOTING AT GENERAL MEETINGS
Voting at Meetings shall be by a show of hands unless a motion is carried for a secret ballot.
Only life members and financial individual members who have attained the age of eighteen years shall be entitled to one vote at general meetings.
A member shall be entitled to appoint in writing a natural person who is also a member of the association to be their proxy, and attend and vote at any general meeting of the association.

22. NOTICES OF MOTION
Members entitled to vote may submit notices of motion for inclusion as special business at a general meeting. All notices of motion must be submitted in writing to the club no less than thirty-five days (excluding receiving date and meeting date) prior to the general meeting.

23. GRIEVANCE PROCEDURE
The grievance clause set out in this constitution applies to disputes under these rules between a member and:
(a) another member
(b) the club
The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within fourteen days after the dispute comes to the attention of all parties. (Refer to Grievance Policy VSC -ADM -002)

24. RECORDS AND ACCOUNTS 
24.1 Records
The club shall establish and maintain proper records and minutes concerning all of its transactions, business, meetings and dealings (including those of the Executive). It shall produce these as appropriate at each Board or General Meeting.
24.2 Records Kept in Accordance with the Act
Proper accounting and other records shall be kept in accordance with the Act. The club shall retain such records for seven years after the completion of the transactions or operations to which they relate.

24.3 The Board of Management to Submit Accounts
The Board shall submit the club’s statements of account to the members at the AGM in accordance with this constitution and the Act.

24.4 Accounts Conclusive
The statements of account, when approved or adopted by an AGM, shall be conclusive except when errors have been discovered within three months after such approval or adoption.

25. AUDIT
A qualified auditor, not being a member of the Board, shall be appointed at each Annual General Meeting and shall audit the accounts and financial records of the club. The auditor shall have the power to call for the production of all books, accounts and documents relating to the affairs of the club.
The Board shall have the power to fill any casual vacancy in the office of Auditor.

26. APPLICATION OF INCOME AND PROPERTY
All income derived from or for the Club shall be used to the best possible advantage to attain the Club’s objects and ideals.
All properties of the Club shall be vested in the Board for the time being of the club. Any application for the use of the Club or Club property must be dealt with by the Board. The Board retains the right as to the best usage of the Club and Club property.
Any structural change to the clubs premises must be put before a General Meeting.

27. FUTURE FUNDS MANAGEMENT
A Special Committee, consisting of 3 club members, shall be elected by the members to manage funds set aside for Capital projects. This Committee shall be responsible to the members for the investment and spending of the funds as they see fit. The members empower the Special Committee to approve or reject applications for funds by the Board of Management of the Virtus Soccer club.
The make of this Committee shall be reviewed bi-annually and voted upon at the clubs AGM.

28. PATRON
At its discretion, the Board will appoint to the honorary position of Patron or Patroness,
a person they deem fit to hold the said position. Such appointment shall be by a majority vote
and such position shall be announced on the first of January each year.

29. COACH
The Board of Management along with the Senior Soccer director shall review the performance of the Senior Coach at the conclusion of each season and based on the review, either appoint the current coach for a further period of time or call for applications for the senior coaches position by the 30th November each year.

30. CAPTAIN & VICE-CAPTAINS
Prior to the commencement of each soccer season, the coaches shall recommend to the
Soccer Director’s their nominations for the teams captains and vice-captains. The Soccer
Director’s will then refer the recommendations onto the Board of Management.

31. WINDING UP Subject to this constitution the club may be wound up in accordance with the Act.
The liability of the members of the club is limited.
Every member undertakes to contribute to the assets of the club in the event of it being wound up while a member, or within one year after ceasing to be a member, for payment of the debts and liabilities of the club contracted before the time at which they ceased to be a member and towards the costs, charges and expenses of winding up the club, such an amount not exceeding one dollar ($1.00).

32. DISTRIBUTION OF PROPERTY ON WINDING UP
If upon winding up or dissolution of the club there remains, after satisfaction of all its debts and liabilities, any assets or property, they shall not be paid to or distributed among the members. Instead, the assets or property shall be given or transferred to another organisation(s) that has objects similar to those of the club.
That organisation(s) must prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the club by this constitution. The organisation(s) is to be determined by the members in a general meeting at or before the time of dissolution. If this does not occur, the decision is to be made by a judge of the Supreme Court of South Australia or other court as may have or acquire jurisdiction in the matter.

33. ALTERATION OF CONSTITUTION
This constitution shall not be altered, added to or rescinded except at a General Meeting of which at least seven (7) days notice has been given stating the proposed amendment addition or change. No motion for any such change shall be effective unless carried by a majority vote of four-fifths of the financial members present at the meeting..

34. POLICIES AND PROCEDURES

34.1 Board to Formulate Policies & Procedures
The Board may formulate, issue, adopt, interpret and amend policies and procedures for the proper advancement, management and administration of the club. Such policies and procedures must be consistent with the constitution and any policy directives of the Board.

34.2 Policies and Procedures Binding
All Policies & Procedures are binding on the club and all members.
The club shall take reasonable steps to distribute amendments, alterations, interpretations or other changes to policies and procedures.
.

35. INDEMNITY
Every Board Member and employee of the club will be indemnified out of the property and assets of the club against any liability incurred by them in their capacity as Board Members or employee in defending any proceedings, civil or criminal, in which judgement is given in their favour or in which they are acquitted or connected with any application in relation to any such proceedings in which relief is granted by the Court.
The club shall indemnify it’s Board Members and employees against all damages and losses (including legal costs) for which any such Board Member or employee may be or become liable to any third party in consequence of any act or omission, except wilful misconduct:
(i) in the case of a Board Members, performed or made while acting on behalf of and with the authority, express or implied, of the club
(ii) in the case of an employee, performed or made in the course of, and within the scope of, their employment by the club.
36. TERMINATION OF SPORT OF SOCCER
Should at any time the sport of Soccer terminate in Port Pirie, the property and assets of the Club are to remain the property of the Virtus Soccer Club Incorporated. Under no circumstances shall the name VIRTUS liquidate or change on the building or signs. Should any other club wish to amalgamate with the Club, consent can only be granted with a two-thirds majority of the financial members voting in favour of the amalgamation.
37. CLUB SEAL
The Club shall have and use a Common Seal inscribed with the Club’s name. The seal holders shall be the President, Secretary and Treasurer, with two of either signatures used on the affixed seal.
The seal shall not be fixed to any deed or other writing without the sanction of the Board of Management.
38. REPEAL
All Rules, Regulations and By-laws previously made for the governance of the club are hereby repealed.