Notice of Special General Meeting

 

22nd December 2016

Notice of Special General Meeting


A special meeting of members of the Melbourne Cricket Club Baseball Section Inc. will be held in the
Melbourne Baseball Club pavilion, on Thursday 19th January 2017 at 7:00pm.

The meeting is open for all members to consider the changes to rules and the constitution of the Baseball Section.

Agenda

  1. Apologies
  2. Minutes
  3. Proposal to amend the Constitution and Rules of the Section

To consider and, if thought fit, to pass the following resolution as a special resolution:
"That the Constitution and Rules of Melbourne Cricket Club Baseball Section Inc. be amended as shown in the marked-up version of the Constitution and Rules made available on the MCC website in advance of the Meeting, a copy of which is signed by the Chairman of the Meeting for the purpose of identification."

Please refer to the Meeting Notification Letter and to Marked up Constitution and Rules and Proposed Constitution and Rules.

For any enquiries please contact the Secretary - secty.melbbc@gmail.com

 

EXPLANATORY NOTES

ITEM 3: The Committee proposes that the Rules be amended in accordance with the mark-up made available to members. A review of the Rules was undertaken to ensure compliance with the Associations Incorporation Reform Act 2012 (Vic) (the Act). In addition, a number of other changes are proposed for consistency with other MCC documents and to generally update the Rules. The material changes made to the Rules are described in the following paragraphs.

Membership - rule 3

Rule 3.2 provides that the Committee may decide the maximum number of new members of the Section. It is proposed that this rule be amended to require the approval of the Melbourne Cricket Club in order for the Committee to decide the maximum number of new members.

New rule 3.3 provides that voting members must constitute not less than 60% of the total membership of the Section, excluding temporary or honorary members and persons who members on a reciprocal basis. This rule was previously rule 9.10. It has been re-ordered.

New rule 3.9 (formerly rule 3.8) provides that, in addition to allowing a member to resign by notice in writing, the resignation takes effect immediately or as otherwise specified in the notice. The new rule provides that a member automatically ceases to be a member if any amounts due and payable by the member remain unpaid for six months.

Disciplinary action - rule 4

The proposed amendments to rule 4 are intended to align the rules with section 54 of the Act by requiring that:

  • a member who is the subject of disciplinary action is informed of its grounds and is given an opportunity to be heard in relation to the matter;
  • the outcome of the disciplinary procedure is determined by an unbiased decision-maker; and
  • the Committee is prohibited from initiating disciplinary action in relation to a member who is the subject of a grievance procedure until the grievance procedure has been completed.

Grievance procedures - rule 5

The proposed amendments to rule 5 are intended to align the rules with section 55 of the Act by requiring that:

  • the outcome of the dispute that is the subject of the grievance procedure is determined by an unbiased decision-maker;
  • a member be permitted to appear alone or with representation; and
  • a member is prohibited from initiating a grievance procedure in relation to a matter that is the subject of a disciplinary procedure under rule 4 until the disciplinary procedure has been completed.

Election of committee members - new rule 9.7

It is proposed that a new rule 9.7 be included that allows for nominations to the committee to be received at the annual general meeting, but only where the number of nominations received in accordance with clause 9.5 is less than the number of vacancies to be filled.

Public officer - existing rule 15

Existing rule 15 requires that the Committee appoint a public officer. Under the Act, there is no longer a requirement for an incorporated association to appoint a public officer (although an incorporated association may still be required to nominate a 'public officer' for tax purposes) and the duties of a public officer have now been subsumed by the role of the secretary. Accordingly, it is proposed that the rule requiring a public officer be removed.

Agenda items at meetings - existing rule 18

Existing rule 18.1(now rule 17) provides that a member wishing to bring any business before a general meeting may give notice of that business in writing to the secretary and the secretary must include that business in the notice calling that next general meeting after the receipt of the notice.

Financial matters - existing rule 24

Existing rule 24 (rule 23 in the proposed amended Rules) provides for financial matters. It is proposed that this rule be amended to include new rule 23.3, which provides that all payments using electronic banking or electronic means must be approved by at least two members of the committee.

Auditor / Financial matters - existing rule 25

Existing rule 25 contains provisions relating to an auditor, including that an auditor be elected at each annual general meeting. The rule is expressed to operate only if an auditor is required by law.

It is proposed that existing rule 25 (to be renumbered rule 24) be replaced with a rule that provides that the Committee must ensure that the requirements of the Act relating to financial statements are met. This would include preparing financial statements for the Section and, if required by the Act, having those statements reviewed or audited.

Custody and inspection of books and records - new rule 25

Under the Act, an incorporated association must allow members to inspect and obtain copies of the register of members (section 57) and the minutes of general meetings (section 53). New rule 25 has been proposed to allow members to inspect and obtain copies of financial records, books, securities and other "relevant documents" of the Section (defined in rule 25.5).

Altering the Constitution - rule 28

It is proposed that rule 28 be amended to provide that in addition to a special resolution of members, the approval of the Committee of the Melbourne Cricket Club be required for any future amendment to the Rules. This change is to reflect an existing provision in the Sporting Section Affiliation Agreement between the Section and the Melbourne Cricket Club.