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The Charter of the Adelaide Gamers' Assoc.



Contents

 

 1.  Name
 2.  Definitions
 3.  Objects and Purposes
 4.  Powers
 5.  Membership
 6.  Subscriptions
 7.  Committee: Administration
 8.  Committee: Powers
 9.  Committee: Elections
10.  General Meetings
11.  Proceedings at Meetings
12.  Disciplinary Action
        > Preamble
        > General Discipline
        > Suspension
        > Termination
13.  Chairperson
14.  Secretary
15.  Treasurer
16.  Committee Member
17.  Official
18.  Voting Rights
19.  Proxies
20.  Minutes
21.  Common Seal
22.  Borrowing Powers
23.  Accounts and Finance
24.  Winding Up

 

1.  Name

1.1 The name of the incorporated Association is “Adelaide Gamers' Association”, referred herein as “The Association”.
 
 

2.  Definitions

2.1 The following definitions apply within this Charter:

 
 
3.  Object and Purposes

3.1 The objects of the Association shall be;

3.1.1 To promote and facilitate the recreational applications of simulation, fantasy and science-fiction gaming;

3.1.2 To bring together those people who share a common interest in such activities;

3.1.3 To remain non-political and non-sectarian in its pursuit of these objectives.

 
 
4.  Powers

4.1 The association shall have all the powers conferred by section 25 of the Act, save and accept such modifications and exclusions as specified in this charter.

4.2 This Charter may only be altered by a two-thirds majority resolution at General Meeting.
 
 

5.  Membership

5.1 The Association shall be comprised of Members, those members being natural persons.

5.2 Upon the Association becoming incorporated, the Association and its Members accept the complete protection against liability offered under the Act.

5.3 All Members agree to comply with the Charter, and any lawfully created alterations to the Charter, Rules of Conduct, and Policies of the Association.

5.4 Membership is effected for a specified duration upon;

5.4.1 payment of the prescribed subscription to any person the Committee prescribes to collect the subscription or upon the Committee awarding free membership; and

5.4.2 the completion of the approved membership form; and

5.4.3 approval by the Committee.

5.5 Upon membership being effected and entering of membership details a Member will receive a validly endorsed Association Membership card.

5.6 The specific benefits which attach to membership and any particular position within the Association will be decided from time to time by the Committee and notified to members through any official publication which the Association chooses to produce and notice be placed on the club noticeboard.

5.7 Financial Membership;

5.7.1 entitles the Member to have access to the benefits offered by The Association.

5.7.2 is required before a person may be eligible for consideration for a position of Official or Committee Member.

5.8 All Members are entitled to make formal suggestions or complaints (either orally or in writing) to an official of the Association.

5.9 No member is entitled to use Association facilities unless a committee member or Association official present.

5.10 No visitor is entitled to use Association facilities unless signed into the visitor's book by a member entitled to use the facilities.

5.10.1 Any such visitor, in so using Association facilities, agrees to comply with the Charter, Rules of Conduct, and Policies of the Association.

5.10.2 A member who signs in a visitor becomes equally answerable, for disciplinary action, for any actions taken by the visitor as if they themselves had acted in the same manner.

5.11 A Member may resign from the Association at any time by returning their membership card and notifying an Official of their intention to resign.
 
 

6.  Subscription

6.1 The amount of the prescribed subscription, applicable duration and any prescribed person for the purposes of collection of subscription shall be decided from time to time by the Committee, and notification displayed within the Association premises.

6.2 Any member whose subscription is outstanding after the due date shall cease to be a financial member of the association.
 
 

7.  The Committee: Administration

7.1 The affairs of the Association shall be managed exclusively by a Committee of not less than five members.

7.2 All members of the Committee shall be known as Committee Members.

7.3 The Committee shall include the offices of Chairperson, Secretary and Treasurer.

7.3.1  These offices shall be appointed by the Committee from amongst its members at a meeting of the Committee held within seven days following the Annual General Meeting.

7.3.2 The head of The Committee shall be referred to as the Chairperson and be elected by a two-thirds majority vote of the Committee Members.

7.4 The maximum number of Committee Members which comprise the Committee shall not be fixed but shall be set from time to time by the Committee.

7.5 The quorum for the Committee shall consist of the Chairperson, or the Chairperson’s delegate selected from the Committee Members, and more than half of the Committee Members.

7.5.1 Where the Committee is electing a Chairperson the quorum requirement is more than half of the Committee Members only.
7.6 All Committee Members have one vote each.

7.7 The Committee shall make resolutions on the basis of a simple majority, except where otherwise specified within the Charter.

7.8 The Committee shall meet at least once every month.

7.8.1 All Officials must be given a minimum of 48 hours notice of a standard meeting of the Committee.

7.8.2 Extraordinary meetings can be called at any time for matters of discipline and other urgent issues.

7.9 The Committee shall call a General Meeting in accordance with the act.
 
 

8.  The Committee: Powers

8.1 The Committee has the powers and authority to do such things conferred by :

8.1.1 The Act;

8.1.2 The Charter;

8.1.3 the Rules of Conduct;

8.1.4 the Policies of the Association;

8.1.5 such other things as are within the objects of the Association; and

8.1.6 excluding those items that can only be determined at General Meeting.

8.2 The Committee shall be responsible for overseeing all Association publications.
8.2.1 No publications or writings shall be attributed to the Association without the publication or writings having been approved by the Committee.

8.2.2 The Committee shall be responsible for ensuring the name of the Association is legibly printed, stamped or endorsed on every notice and advertisement produced by the Association, receipt, bill of exchange, or other document given, published, drawn or issued by the Association.

8.3 The Committee may appoint a member to fill a casual vacancy on the Committee, and such a Committee Member shall hold office until the next General Meeting of the Association at which time they shall be eligible for reappointment.

8.4 The Committee shall appoint a Public Officer from amongst the members of the Association in accordance with The Act.

8.5 The Rules of Conduct may be specified by the Committee and displayed within The Association premises, without requiring alteration to the Charter.

8.6 The Policies of the Association may be specified by the Committee and displayed within The Association premises, without requiring alteration to the Charter.

8.7 The Committee may delegate any power of the Committee to one or more Officials, upon such terms as the Committee considers appropriate.

8.7.1 The Committee may revoke any delegation of power, which it has made to the member currently exercising that delegated power.

8.7.2 Any power of the Committee that would require a two-thirds majority vote to be exercised shall not be so delegated.

8.8 The Committee may appoint members to the position of an Official of the Association.

8.9 The Committee may require reasonable notice of any activities planned by Members which involves the Association Facilities.

8.10 The Committee reserves the right to terminate use of Association Facilities for a campaign, or game, due to inappropriate game content or conduct.
 
 

9.  The Committee: Elections

9.1 The first Committee Members of the Association shall consist of three members of each of the controlling Committees of The Guild Arcane Inc. and SA Simulations Association Inc..

9.1.1 The first Annual General Meeting of the Association will elect a further three members, to become Committee Members.
9.2 At subsequent Annual General Meetings at least three members of the Committee shall retire and shall be eligible for reappointment.
9.2.1  Should less than three Committee Members not elect to retire, the longest serving Committee Members shall retire until the requirement of three retirees is met.

9.2.2  Committee Members must retire after serving for three years on the Committee, although they are able to stand for re-election.

9.3 Any member of the Association shall be eligible to stand for election as a Committee Member by being nominated before Committee elections.

9.4 The nomination is subject to the following guidelines:

9.4.1 The nomination shall be signed by the proposer and seconded by another member and signify a willingness, on behalf of the nominee, to stand for election.

9.4.2 The nomination is to be delivered to the Secretary of the Association.

9.4.3 Each member is entitled to nominate or second only one member.

9.5 Notice of all persons nomination for election shall be given to members present prior to the Committee election.

9.6 Each such nomination for election shall be ratified by the membership.

9.6.1 A nomination is ratified unless a majority vote of no confidence is passed against the nominee.
 
 
10.  General Meetings

10.1 Notice of a General Meeting;

10.1.1 All members should be given a minimum of fourteen days notice of a General Meeting, that notice being published in any official Association publication or other form as appropriate.

10.1.2 The notice shall set out when and where the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.

10.2 Notice of an Annual General Meeting;
10.2.1 All members should be given a minimum of twenty-eight days notice of an Annual General Meeting, that notice being published in any official Association publication or other form as appropriate.

10.2.2 The notice shall set out when and where the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.

10.3 A Special General Meeting can be called by the membership of the Association by;
10.3.1 lodging a requisition, in writing, of not less than twenty per centime of the total Association membership. Said requisition for a Special General Meeting shall be signed by the members making the same and shall state the purpose for the meeting.

10.3.2 The committee shall, within twenty-eight days, convene a Special General Meeting for the purpose specified in the requisition.

10.4 The Association may give a notice to any member by serving with the notice personally, by sending it by post to the address appearing in the register of members, or by any other means that the Committee deems appropriate from time to time.
10.4.1 Where a notice is sent by post, service of the notice shall be deemed to be effected if it is properly addressed and posted to the member by ordinary prepaid mail.
10.5 Two-thirds of the membership, present personally or by proxy, shall constitute a quorum at any Special, Annual or General Meeting and must also comply with the normal quorum requirements of a meeting of the Committee.
10.5.1 If, within thirty minutes after the time appointed for the meeting, a quorum of the membership is not present and the meeting was convened upon the requisition of members the meeting shall lapse.

10.5.2 If, within thirty minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place.

10.5.2.1 If at such an adjourned meeting a quorum is not present within thirty minutes of the time appointed for the meeting, the members present shall be considered a quorum.
10.6 In the case of an Annual General Meeting, the order of business at the meeting shall be the consideration of accounts and reports of the Committee and auditors, the appointment of auditors and Committee Members, and any other business requiring consideration by the Association in General Meeting.
 
 

11.  Proceedings at General Meetings

11.1 The Chairperson may, with the consent of any meeting at which there is a quorum present, adjourn the meeting from time to time and from place to place.

11.1.1 No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.1.2 When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as if that meeting was an original meeting of members.

11.2 At any General Meeting, a show of hands and a declaration by the Chairperson, or Chairpersons' delegate, that a resolution has been carried or defeated shall decide a resolution put to a vote.
11.2.1 No proof of the number or proportion of the votes shall be recorded in favor of, or against the resolution, unless a poll is demanded for conclusive evidence of the fact.

11.2.2 If a poll is demanded by the Chairperson or by three or more members present, personally or by proxy, said poll shall be taken in such a manner that the Chairperson directs.

 
 
12.  Disciplinary Action

 

Preamble

12.1 Officials of the Association have the right to enforce the Charter, Rules of Conduct and Policies of the Association against its members of, or visitors to, the Association.

12.2 Officials of the Association may expel, or otherwise discipline, any member (or visitor) on a charge of misconduct detrimental to The Association.

12.3 Where the offender is a visitor, they are considered a member in regards to disciplinary action.

12.4 If any member feels that an individual’s conduct is detrimental to the Association then they can issue a formal complaint against the member in writing to an Official for consideration.

12.5 The process of disciplinary action follows a three tier structure;

12.5.1 General Discipline;

12.5.2 Suspension;

12.5.3 Termination.

12.6 The process can begin however only at the suspension or general level.

12.7 The Committee’s right of discipline is subject to the rules of natural justice.
 

General Discipline

12.8 The General Disciplinary action procedure is as follows;

12.8.1 An Official issues a warning to the member as to their conduct.

12.8.2 If that member then continues their conduct or attempts to usurp the officials’ authority the official may;

12.8.2.1 issue a 24 hour exclusion from Association facilities and/or;

12.8.2.2 issue a formal complaint against the member to the Committee.

12.8.3 If the member feels that they are being unjustly treated they must still follow the officials’ direction, but may appeal against their treatment in writing to The Committee.
 
Suspension

12.9 Where the Official considers the formal complaint to merit further consideration, the Association so deems the formal complaint as a charge and this charge shall be communicated, either orally or in writing by the Official, to the Committee.

12.10 Upon receipt of a charge issued to the Committee by an Officer, the Committee must attempt to resolve the issue at the next Committee meeting.

12.10.1 Particulars of the charge shall be communicated to the charged member within a reasonable time prior to the meeting at which the charge will be determined.

12.10.2 The member who has been so charged will have an opportunity to be heard, either orally or in writing, by the Committee at this meeting.

12.11 Any member who is suspended shall be ineligible to gain the benefits of membership from the time of the determination of the Committee.

12.12 Where The Committee considers the charge as true and sufficiently serious the Committee may then resolve by a simple majority vote to take disciplinary action, which can include, but is not limited to;
 

12.12.1 suspension of membership for a period determined by the Committee;

12.12.2 forwarding the charge as grounds for termination of membership.

12.13 The determination of the Committee on this matter will be communicated to the charged member, Officials and published in any official Association publication.

12.14 A suspended member may appeal the determination of the Committee:

12.14.1 Appeal may be made at the next meeting of the Committee, but the intention to do so must be communicated to an Official prior to the meeting.

12.14.2 It shall be open to the member to appeal to the Association in General Meeting against a disciplinary suspension.

12.14.2.1 The intention to appeal shall be communicated to the Secretary or Chairperson of the Association within fourteen days after the determination of the Committee has been communicated to the member.
12.14.3 In the event of an appeal the membership of the suspended member is still suspended unless and until the appeal alters the previous decision.
 
Termination

12.15 The Committee’s right of expulsion is subject to the rules of natural justice.

12.16 Procedure for the Committee to expel a member is:

12.16.1 A charge must be forwarded as grounds for termination of membership by virtue of prior disciplinary decisions.

12.16.2 Where the Committee considers the charge as true and sufficiently serious the Committee may then resolve by a two-thirds majority vote to expel the member.

12.16.3 The determination of the Committee on this matter will be communicated to the charged member, Officials and published in any official Association publication.

12.17 Any member who is expelled shall cease to be a member from the time of the determination of the Committee.

12.18 A terminated member may appeal the determination of the Committee:

12.18.1 Appeal may be made at the next meeting of the Committee, but the intention to do so must be communicated to an Official prior to the meeting.

12.18.2 It shall be open to the member to appeal to the Association in General Meeting against a disciplinary termination.

12.18.2.1 The intention to appeal shall be communicated to the Secretary or Chairperson of the Association within fourteen days after the determination of the Committee has been communicated to the member.
12.18.3 In the event of an appeal the membership of the member is still terminated unless and until the appeal alters the previous decision.
 
 
13.  Chairperson

13.1 The Chairperson must act honestly and with reasonable diligence in the discharge of their duties at all times.

13.2 The Chairperson is responsible for:

13.2.1 The chairing of any meetings of the Association.

13.2.2 Notifying the members, as appropriate, of any upcoming meetings of the Association.

13.3 The Chairperson can delegate any of their responsibilities to other Committee Members with the approval of the Committee.

13.4 The Chairperson may choose a delegate, from the Committee Members, to fill the position of Chairperson, for any meeting that the duly elected Chairperson cannot attend.
 
 

14.  Secretary

14.1 The Secretary must act honestly and with reasonable diligence in the discharge of their duties at all times.

14.2 The Secretary is responsible for:

14.2.1 Maintenance of membership records of the Association.

14.2.2 The taking of minutes at any meeting.

14.2.3 Arranging the agenda of any meetings of the Association, and notifying members, as appropriate, of the agenda.

14.2.4 Direction and maintainence, as appropriate, of all correspondence to and from the Association, and Committee.

14.3 The Secretary can delegate any of their responsibilities to other Committee Members with the approval of the Committee.

14.4 The Secretary may choose a delegate, from the Committee Members, to fill the position of Secretary, for any meeting that the duly elected Secretary cannot attend.
 
 

15.  Treasurer

15.1 The Treasurer must act honestly and with reasonable diligence in the discharge of their duties at all times.

15.2 The Treasurer is responsible for:

15.2.1 Maintenance of the financial records of the Association.

15.2.2 Maintaining an inventory of Association assets.

15.2.3 A register of any contracts established with other individuals, bodies or organisations.

15.2.4 Provision of reports as determined by the Committee.

15.2.5 Payment of approved debts and expenses of the Association.

15.2.6 Banking for the Association.

15.3 The Treasurer can delegate any of their responsibilities to other Committee Members with the approval of the Committee.

15.4 The Treasurer may choose a delegate, from the Committee Members, to fill the position of Treasurer, for any meeting that the duly elected Treasurer cannot attend.
 
 

16.  Committee Member

16.1 Any Committee Member must act honestly and with reasonable diligence in the discharge of their duties at all times.

16.2 Any Committee Member with either a direct or indirect pecuniary interest in any contract or arrangement being entered into by the Association must declare this interest to the Committee immediately upon their discovering this interest.

16.2.1 Any such Committee Member with such an interest is entitled to participate in any discussion of the proposed contract or arrangement but does not have a right to vote in the decision.
16.3 A Committee Member shall be entitled to appoint in writing a member, that is not a Committee Member, to be their proxy, and to attend and vote at any meeting of the Committee except;
16.3.1 on issues involving the selection of a Official;

16.3.2 on issues involving disciplinary action; or

16.3.3 on any other matter deemed confidential by the Committee.

16.4 Any Committee Member, or their proxy, shall not make improper use of information acquired as a result of their position within the Committee.

16.5 Any Committee Member who receives a formal complaint or suggestion from a member must present that complaint or suggestion to the Committee at the earliest opportunity.

16.6 A Committee Member shall cease to hold their position upon;

16.6.1 their being disqualified from being on the Committee under the Act;

16.6.2 upon a vote of two-thirds majority of the Committee, deeming the member not to be suitable as a Committee Member;

16.6.3 the beginning of the next Committee meeting, after the Committee Member chooses to retire, and notifying this in writing to the Committee;

16.6.4 the Committee Member ceases to be a financial member;

16.6.5 the member ceases to be the duly appointed representative of guarantors or other like stakeholders;

16.6.6 their being absent without special dispensation from three standard meetings of the Committee;

16.6.7 their permanent incapacity due to ill health;

16.6.8 death.

 
 
17.  Official

17.1 There are no nomination requirements other than a member wishing to become an Official communicating this desire to a current Committee Member.

17.2 Any Official must act honestly and with reasonable diligence in the discharge of their duties at all times.

17.3 The duties of each Official shall be decided from time to time by the Committee, and with reference to the purpose for which that member was made an Official.

17.4 The duration of a member’s position as a Official shall be decided by the Committee with reference to;

17.4.1 the duration of, and in relation to, a specified event;

17.4.2 a fixed date.

17.5 If an Official ceases to be a financial member, their position of Official is also terminated.

17.6 The Committee has the power to revoke the status of Official at any time, from any given member.

17.7 A member can revoke their Official status by notifying this in writing to the Committee, the revocation will be effected at the next meeting of the Committee.

17.8 In any case this duration shall not exceed 12 months from appointment.
 
 

18.  Voting Rights

18.1 Subject to the Charter, each Financial Member, in person or by proxy, shall be entitled to one vote in Special, Annual and General Meetings.

18.2 In the event of a tied vote, the Chairperson of the meeting shall have a casting vote.
 
 

19.  Proxies

19.1 A member shall be entitled to appoint a natural person, who is also a member of the Association, to be their proxy and to attend and vote at any meeting of the Association.

19.1.1 A member so delegating their vote by proxy must inform the Secretary.
 
 
20.  Minutes

20.1 Proper minutes of all proceedings of the Association and meetings of the Committee shall be entered within one month after the relevant meeting in a minute book.

20.2 The minutes shall be signed by the Chairperson of the meeting at which the proceedings took place, or by the Chairperson of the next meeting.

20.3 The minutes of a meeting of the Committee shall be endorsed by the Committee at the standard meeting immediately subsequent to it.

20.4 The minutes of the Association shall be kept at Association premises or other secured premises as decided from time to time by the Committee.

20.5 Where the minutes are lodged and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held and that all appointments made at a meeting shall be deemed valid.
 
 

21.  Common Seal

21.1 The Association shall have a Common Seal upon which the appropriate name shall appear in legible characters.

21.2 The Common Seal shall be used only by a two-thirds majority resolution of the Committee.

21.2.1 In the case of using the seal for the everyday running of the Association, a resolution may be made for the on-going use of the seal for a specific purpose. Such specific purposes include but are not limited to:
21.2.1.1 Endorsing of notices for Association noticeboards.

21.2.1.2 Endorsing of official receipts.

21.2.2 Any such on-going use must specifically state the circumstances for such a use and be recorded in the minutes.
21.3 The affixing of the seal shall be witnessed by at least two Committee Members, one of whom shall be the Chairperson, Secretary or Treasurer.

21.4 Every use of the seal, other than an on-going use, shall be recorded in the minutes of the Association.

21.5 The seal shall be kept at the Association premises or other secured premises as decided upon time to time by the Committee.
 
 

22.  Borrowing Powers

22.1 The Association may borrow money from banks or other such financial institutions upon such terms and conditions as the Committee sees fit, and may secure the repayment thereof by charging the property of the Association.

22.2 Subject to Section 53 of the Act, the Association may invite and accept deposits of money from any person on such terms and conditions as may be determined by the Committee from time to time.
 
 

23.  Accounts and Fincance

23.1 The financial year of the Association shall run concurrent with the standard financial year of July 1 to June 30.

23.2 The Association will maintain its financial records in Australian Dollars.

23.3 The financial records of the Association shall be kept at Association premises or other secured premises as decided from time to time by the Committee.

23.4 Any Official given the responsibility of maintaining financial records shall not be permitted to make any purchases or authorize any purchases on behalf of the Association, without the approval of another Committee Member, while they hold this responsibility.
 
 

24.  Winding Up

24.1 The Association may be wound up in the manner provided for in the Act.

24.2 If after the winding up of The Association there remains “surplus assets” as defined in the Act, such surplus assets shall be distributed to a charity, charities, like association or associations as decided by The Committee.
 
 
 

 
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Adelaide Gamers' Assoc. 1999.