32 - 37 Constitution

32.       ALTERATION OF CONSTITUTION

(a)        Any proposed alteration to this Constitution shall be notified to the Board of Bowls Victoria by the Division secretary for approval before any further action can be taken.  For the avoidance of doubt, Bowls Victoria may accept or reject (in its absolute discretion) any proposed alteration to this Constitution prior to it being put to the Members.

(b)        If Bowls Victoria approves a proposed alteration to this Constitution, the Division will notify Members of the proposed change.  The Constitution can not be altered except by Special Resolution.

(c)        Within one month of a Special Resolution being put to the Members, the Division must notify the outcome to Bowls Victoria in writing.

33.       DISSOLUTION

(a)        The Division may be wound up voluntarily by special resolution.

(b)        In the event of the Division being wound up, the liability of the Members shall be limited to any outstanding monies due and payable to the Division. No other amount shall be payable by the Members. 

(c)        If upon winding up or dissolution of the Division, there remains, after satisfaction of all its debts and liabilities, any property, the same shall not be paid to or distributed amongst the Members, but shall be given or transferred to some other organisation having purposes similar to the purposes of the Division and which prohibits the distribution of its or their income and property among its or their members and which is also not carried on for the profit or gain to its members. Such body or bodies will be determined by the Members at or before the time of dissolution, and in default thereof by such judge of the Supreme Court of Victoria as may have or acquire jurisdiction in the matter.  Such body or bodies may include Bowls Victoria or other Divisions of Bowls Victoria.

34.     INDEMNITY

(a)        Every Director and employee of the Division shall be indemnified out of the property and assets of the Division against any liability incurred by him/her in his/her capacity as Director or employee in defending any proceedings,   whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted or in connection with any application in relation to any such proceedings in which relief is granted to him or her by the Court.

(b)        The Division shall indemnify its Directors and employees against all damages and costs (including legal costs) for which any such Director 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 Director, performed or made whilst acting on behalf of and with the authority, express or implied of the Division; and

(ii)             in the case of an employee, performed or made in the course of, and within the scope of his or her employment by the Division.

35.       SERVICE OF NOTICES

(a)        Notices may be given to Members by sending the notice by post or facsimile transmission or where available, by electronic mail, to the Member’s address or facsimile number or electronic mail address shown in the Register.

(b)        Where a notice is sent by post, service of the notice shall be deemed to be effected at the time the letter would have been delivered in the ordinary course of post. 

(c)        Where a notice is sent by facsimile transmission, service of the notice shall be deemed to be effected upon receipt of a confirmation report confirming the facsimile was sent to the correct facsimile number.

(d)        Where a notice is sent by electronic mail, service of the notice shall be deemed to be effected by properly addressing and upon receipt of a confirmation report confirming the electronic mail message was received at the electronic mail address to which it was sent.

36.       CUSTODY OF BOOKS AND OTHER DOCUMENTS

(a)        Except as otherwise provided in this Constitution, the Board shall provide for the retention of all books, documents and securities of the Division.

(b)        If requested by a Member, the Board must permit such Member to inspect:

            (i)         the rules of the Division;

            (ii)        the minutes of each General Meeting.           

(c)        Upon written request and payment of a fee determined by the Board from time to time, a Member may obtain a copy of the documents listed at rule  36(b).

(d)        If requested by a Member and subject to the Act, the Board must permit such Member to inspect the register of members.

(e)        Subject to the Act and rules 36(b) and (d), no Member is entitled to inspect the accounts, books, securities and other Relevant Documents of the Division, unless authorised in writing by the Board.

37.       REGULATIONS

(a)        The Board may make Regulations and alter, amend or rescind the same as occasions may require, and enforce penalties for their breach. Such Regulations shall have the same force and effect as this Constitution, but shall not be in any way oppose or be in conflict with this Constitution. Such Regulations shall be available for inspection in the Division premises.

(b)        Amendments, alterations, interpretation or other changes to Regulations shall be advised to Members by means of notice approved by the Directors.  Notices shall be binding upon all Members.