Port Adelaide Football Club Limited Acn 068 839 547
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CONSTITUTION OF PORT ADELAIDE FOOTBALL CLUB LIMITED ACN 068 839 547 (A Company Limited by Guarantee) 284881SBL/3914375.1 CORPORATIONS ACT 2001 (CTH) A COMPANY LIMITED BY GUARANTEE CONSTITUTION of PORT ADELAIDE FOOTBALL CLUB LIMITED (ACN 068 839 547) 1. NAME The name of the Company is Port Adelaide Football Club Limited. 2. OBJECTS The objects for which the Company is established are: 2.1 to promote and encourage the playing of Australian football (hereinafter called "football"); 2.2 to maintain a team of footballers bearing the name "Port Adelaide Football Club" to compete in the competition conducted by the AFL; 2.3 if necessary or desirable to maintain a team of footballers in any other like competition; 2.4 to create and maintain for supporters of the Club, a Club to be known as "Port Adelaide Football Club" membership of which will be determined by the Company; and 2.5 for the purpose of carrying out the above objects the Company has all of the powers of a company limited by guarantee under the Corporations Act. 3. LIMITED LIABILITY The liability of the Members of the Company is limited. 4. DEFINITIONS AND INTERPRETATION In this Constitution words and phrases defined in the Corporations Act 2001 (Cth) shall have the meaning so defined and unless the context otherwise requires: 4.1 "The Act" means the Corporations Act 2001 (Cth) of the Commonwealth of Australia and any amendment thereof or statutory provision made in substitution therefore and a reference to a Section of the Act shall be read as though the words "or any statutory modification thereof or any statutory provision substituted therefore" were added to such reference; 284881SBL/3914375.1 4.2 "AFL" means the Australian Football League ACN 004 155 211 and its successors; 4.3 "Auditor" means the person or firm appointed as auditor of the Company for the time being; 4.4 "Board" shall mean the Directors of the Company; 4.5 "Club" shall mean the "Port Adelaide Football Club" as established by the Company in 1996; 4.6 "Club Members" are "the Members of the Company, Club football players, the coaches and the staff of the Company for the time being, those supporters of the Club who have paid their annual subscription for Club Membership or are Patrons, Life Members or Life Governors of the Club as determined by the Board from time to time under clause 8" and "Club Membership" shall have a corresponding meaning; 4.7 "Company Secretary" means any person appointed to perform the duties of a Secretary of the Company; 4.8 "Effective Date" means 1 November 2013; 4.9 "Member" means a person who is a Director of the Company and whose name is entered as a Member of the Company in the Register and "Member of the Company" shall have a corresponding meaning; 4.10 "Month" means calendar month; 4.11 "Office" means the registered office for the time being of the Company; 4.12 "PAMFC Inc" shall mean Port Adelaide Magpies Football Club Incorporated; 4.13 "Register" means the Register of Members to be kept pursuant to Section 168 of the Act; 4.14 "SANFL" means The South Australian National Football League Inc and its successors; 4.15 "Season" means the period commencing on the first day of November in one year and expiring on the last day of October in the following year; 4.16 "special resolution of the Members of the Company" means a resolution passed by not less than 75% of Members present and voting at a meeting of Members; 4.17 Marginal notes and headings shall in no way affect the meaning or interpretation of this Constitution; 4.18 Words importing the singular include the plural and vice versa; 4.19 Words importing the masculine gender also include the feminine; 284881SBL/3914375.1 4.20 Words importing a person include a corporation; 4.21 Words and expressions directing authority or permission shall not be construed as words or expressions denoting directions or compulsory trusts. 5. APPLICATION OF INCOME AND PROPERTY The income and property of the Company howsoever derived shall be applied solely towards the promotion of the objects of the Company and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, profit or otherwise to Members of the Company. Provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or employee of the Company or to any Member of the Company in return for any services actually rendered to the Company or of allowances and travelling expenses to a Member of the Company representing the Company. 6. MEMBERS LIABILITY Every Member of the Company undertakes to contribute to the assets of the Company in the event of it being wound up whilst that person is a Member or within one year after that person ceases to be a Member for payment of the debts and liabilities of the Company contracted before the time at which that person ceases to be a Member, and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves such amount as shall be required not exceeding 10 cents. 7. CONSENT OF THE AFL Subject to any law to the contrary, whilst the AFL shall continue to exist (or if it shall cease to exist, whilst its successors in title or any assignee of its major undertaking shall continue to exist) any special resolution of Members of the Company amending or repealing and replacing this Constitution shall have no force or effect without the prior written consent to such amendment or repeal and replacement from the AFL. 8. THE CLUB 8.1 The Company will maintain the Club for the benefit of the Club Members. 8.2 The Board shall have the power to prescribe Rules for the Club including entitlement to Club Membership and determination of classes of Club Membership and to fix qualifications, rights, privileges and obligations of all such classes of Club Membership. 8.3 The Board shall have the power to refuse any application for Club Membership. 8.4 The Company Secretary shall maintain a "Register of Club Members" for each Season. 8.5 Every Club Member shall be bound to further to the best of his or her ability the objects of the Company and the interests and standing of the Club and shall observe and be bound by any Rules of the Club in force for the time being. 284881SBL/3914375.1 9. GENERAL MEETINGS OF THE COMPANY 9.1 A general meeting of the Company called the "Annual General Meeting" shall be held, in accordance with the provisions of the Act. 9.2 An Annual General Meeting shall be held by the Company at least once in each calendar year and within 5 months after the end of its financial year. 9.3 Club Members as at the end of each Season must be invited to the following Annual General Meeting of the Company. 9.4 All Club Members have a right to vote in relation to the election of Club nominees for appointment by the AFL to the Board. 9.5 Club Members (other than Members of the Company) will have no right to vote in connection with any other resolution put to that meeting or to participate in any discussion relating to any other business at the Annual General Meeting of the Company. 9.6 Any five (5) Directors may whenever they think fit convene a general meeting of the Company. 9.7 Notice of a general meeting of the Company shall be given to Members at least 10 days prior to the meeting and shall specify the place, the day and the hour of the meeting and shall state the general nature of the business to be considered by the Members at the meeting. 9.8 Invitations to Club Members to the Annual General Meeting and to attend a general meeting of the Company shall be given at least 10 days prior to that meeting. 9.9 The accidental omission to give notice of any general meeting or the non-receipt of any such notice by any Member or the omission to invite any Club Member to the Annual General Meeting or to a general meeting shall not invalidate the proceedings or any resolution passed at any such meeting. 10. PROCEEDINGS AT A GENERAL MEETING OF THE COMPANY 10.1 No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. 10.2 Five Members of the Company personally present shall be a quorum for a general meeting. 10.3 If a quorum is not present within fifteen minutes from the appointed time for a general meeting, the meeting shall stand adjourned to such day, and at such time and place, as the Members then present determine. If at the adjourned meeting a quorum is not present within fifteen minutes from the time appointed for the general meeting the meeting shall be abandoned. 284881SBL/3914375.1 10.4 If the Directors have elected one of their number as Chairman of their meetings, that person shall preside as Chairman at a general meeting of the Company. 10.5 Where a general meeting is held and the Chairman is not present within fifteen minutes after the time appointed for holding the meeting, or is unwilling to act as Chairman at the meeting, the Members present shall choose a Chairman for that general meeting. 10.6 Every Member present at a general meeting shall have one vote on all matters for determination and unless this Constitution or the Act otherwise requires all matters will be determined by a simple majority of votes.