CONSTITUTION OF

THE RAFFLES GOLF CLUB

PART ONE

Name

The name of the Club is Raffles Golf Club

Description

The Club shall be an unincorporated association but will become incorporated under the Associations Incorporation Act 1987 (as amended) of Western Australia as and when the Members of the Club vote with a two thirds majority at a Special General Meeting of the Club held for the specific purpose of taking that decision or otherwise.

Objects

The objects of the Club are to:
1. Conduct a social golf club for the benefit of the Members and to encourage Members and others in the sport of golf; and to provide a golf playing venue and golf playing and golf facilities course in Australia, Bali, Indonesia and elsewhere together with a clubhouse and associated facilities for the use of members and such other persons as may be permitted by this Constitution including the entering into agreements with golf course owners and lessees for permitted rental, lease, sub-lease, licence and or sub-licence use by the Club and its members.
2. Enter into agreements throughout the world for the purposes of forming associations with other golf clubs, social clubs playing golf, other incorporated or unincorporated associations and enterprises for the purposes of joining together to provide golf facilities on a reciprocal basis with such other clubs at economic costs
3. To provide such other pastimes as the Members in General Meeting shall consider desirable provided that: any pastime or sport shall only be incidental to and provided only as a means of recreation; and no other sporting association or Club shall be formed within the membership of the Club; and no pastime shall be provided that may interfere with the playing of golf; and
4. To provide at the discretion of the Board, all things incidental to the playing of golf for the benefit of the Members.

Income, Property & Payments

The property and income of the Club
1. must be applied solely towards the promotion of the objects or purposes of the Club and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to any member, except in good faith in the promotion of those objects or purposes.
2. A payment may be made to a member out of the funds of the Club only if it is authorised under sub rule 1.4.3.
3. A payment to a member out of the funds of the Club is authorised if it is:-
4. the payment in good faith to the member as reasonable remuneration for any services provided to the Club, or for goods supplied to the Club, in the ordinary course of business; or
5. the payment of interest, on money borrowed by the Club from the member, at a rate not greater than that determined by the Board; or
6. the payment of reasonable rent to the member for premises leased by the member to the Club; or
7. the reimbursement of reasonable expenses properly incurred by the member on behalf of the Club.

Members bound by Constitution and By-Laws

Every member shall be bound by this Constitution and the Rules and Regulations of the Club and the payment of any monies in respect of membership and the subsequent acceptance of such monies by the Board for the membership or renewal thereof shall be conclusive evidence of a member's agreement to be so bound.

Definitions and Interpretation

In this Constitution, unless the contrary intention appears,

“absentee vote” means a vote cast by a paid up member eligible to vote at any General or Extraordinary General Meeting or Annual General Meeting of the Club using only the electronic mailing address (e-mail) the member has already provided to the Club and containing therein the member’s Club Membership Number, and by voting in the format or form prescribed or provided by the Club in the notice of such meeting.

"accounts" or “financial statements” means income and expenditure accounts and balance sheets, and includes if required by this Constitution such statements, reports and notes attached to or intended to be read with any of those income and expenditure accounts and balance sheets;

"Affiliate membership" means members from golf clubs, social groups or social golf groupings established for non-profit purposes that involve golf as one of their interests with whom the Board of Management has entered into a reciprocal agreement;

“Board” means the Committee of Management of the Club;

“Club” means the Raffles Golf Club;

“clubhouse” means the clubhouse buildings, including the changing rooms, dining room, bars, lounge, patios and verandas utilized by the Club (if any);

“club premises” means any land or property upon which the Club is situated or operates from for any purpose including any golf course, owned or rented or licensed part or in whole on a short or long or periodic term basis for use by the Club and the Club’s members and includes the golf course and buildings thereon, and all practise areas, driveways and paths;

“Club Membership Number” means the unique and exclusive identification number assigned to each individual member of the Club by the Club Secretary or other member of the Board;

“competition” means any competition sanctioned by the Board;

“competition fee” means the fee set by the Board for a particular competition;

“Constitution” means this Constitution of the Raffles Golf club and all supplementary amendments and substituted paragraphs for the time being in force;

“course” means all areas of the Club premises or leased by or licenced to the Club upon which the playing of golf is permitted;

“electronic mailing address” or “electronic address” or “email address” is the unique to the member electronic address/email address provided by the member to the Club as part of his personal particulars and to which all notices sent to the member by the Club or by the member to the Club are to be transmitted in lieu of postage or other means of delivery and which when voting by absentee vote is to be the only lawful remitting address for such vote;

“financial reports” means for Tier 1 associations basic financial statements with no independent review or audit; for Tier 2 associations. financial statements that give a true and fair view of the financial position of the association in accordance with Australian Accounting Standards as reviewed by a member of a professional accounting body; and for Tier 3 associations financial reports that give a true and fair view of the financial position of the association in accordance with Australian Accounting Standards with such reports having been audited by a member of a professional accounting body holding a public practicing certificate;

“financial statements” means accounts as defined herein;

"general body of members" means the persons elected to the categories/classes of membership as prescribed in this Constitution;

"General Meeting" means any Special General, Annual General or Extra Ordinary General meeting of the general body of members;

“grounds” means all areas of the club premises other than the course and clubhouse;

"guest" means a person who not being a member of the Club is introduced to the Club in accordance with this Constitution;

“in writing” includes any mode of representing or reproducing words in tangible and permanently visible form and includes facsimile transmission and email;

"interests of the Club" includes without limitation, the following:

the prevention of the theft of Club or member's property;
the promotion of sportsmanship, fair play and the observance of the rules and etiquette of golf, either on the course, in the Clubhouse or elsewhere whilst representing the Club;
the promotion and enforcement of appropriate standards of behaviour on the course or in the Clubhouse;
the promotion and enforcement of appropriate standards of behaviour off the course at any location of such behaviour is such that it is competing with or against the best interests of the Club which after due consideration is deemed such by the Board, in its absolute discretion, to be unacceptable;
the exclusion from the Club of persons who have been convicted of, a criminal offence, the nature of which, after consideration of the interests of members and the reputation of the Club and its members, is deemed by the Board, in its absolute discretion, to be unacceptable;
the exclusion from the Club of persons who carry on businesses or conduct themselves either in competition with the Club or commercially against the interest of the Club for reasons of financial gain, and who’s membership or continuing membership of the Club is deemed by the Board, in its absolute discretion to be best terminated in the best interests of the Club; and
the exclusion from the Club of any Member deemed by the Board by unanimous vote of those voting not to be a fit and proper person.

"member" unless otherwise qualified, means a member of any category/class of membership, male or female, as set out in this Constitution;

"month" means calendar month;

“notice board" or “electronic notice board” means the members' electronic notice board located on the Club’s website at http://www.ramahagolfbali.com/ unless resolved otherwise by the Board;

"office" means the registered office for the time being of the Club and whilst the Club is unincorporated care of the New Kuta Golf Club Jalan Raya Uluwatu, Kawasan Pecatu Indah Resort Pecan, Jimbaran, Badung, Bali 80361 Indonesia unless resolved otherwise by the Board;

“ordinary member” or means a person who is an ordinary member of the Club as described in Article 2 and having the rights and obligations as set out in this Constitution;

"playing rights" means those conditions upon and those times within which a member of any category/class or such person’s guest or invitee may play golf on the course as may be determined from time to time by the Board through the adoption of a rule or regulation covering the same;

"prescribed fee" means the fee set by the Board for participation and or use of a club facilities;

"register" means the register of members of the Club;

"Rules and Regulations" means the by-laws, rules and regulations as made and amended from time to time by the Board, in accordance with this Constitution;

"significant capital nature" in relation to works, means a single item of work or donation (if applicable), where the estimated cost is expected to exceed 10% of the Club net assets as determined by the Club’s Finance Committee;

"Special Resolution" means a resolution passed by a majority of not less than three fourths of the votes cast in secret ballot by the voting members present and entitled to vote at a General meeting of which notice in writing specifying the intention to propose the resolution as a special resolution has been proposed and seconded by Ordinary members of the Club and posted on the Club notice board at least twenty eight (28) days prior to the date of the General Meeting;

"the Act" means the Associations Incorporation Act 1987 as amended of Western Australia and which shall apply in the event the Club is incorporated in Western Australia as an incorporated association;

“Tier 1 Association” means a Club whose annual income is less than Australian Dollars Two Hundred and Fifty Thousand (AUD$250,000);

“Tier 2 Association” means a Club whose annual income is Two Hundred and Fifty Thousand (AUD$250,000) but not over Australian Dollars One Million Dollars (AUD $1,000,000);

“Tier 3 Association” means a club whose annual income is over One Million Dollars (AUD $1,000,000);

"voting members" means all ordinary members and life members;

"voting rights" means the right to vote and to be heard at any General meeting of the Club;

“Website” or “Web site” means the official website of Raffles Golf Club from time to time which is presently found on the web at www.ramahgolfbali.com

"weekdays" means Monday to Friday (both inclusive); and

"year" means a calendar year.

The headings of this Constitution shall not be taken as any part thereof or in any manner affect the interpretation or construction of the same.
In this Constitution, if not inconsistent with the subject or the context, words denoting any gender shall include all genders, and words denoting the singular number shall include the plural and vice versa.
A reference to any statute in this Constitution includes a reference to that statute as amended, repealed, consolidated or substituted and includes orders, ordinances, regulations, rules and by-laws made under or pursuant to that statute.
A decision of the Board on the construction or interpretation of the Constitution or of any rule and or regulation or by-law made pursuant thereto shall be subject to confirmation or revision by the members of the Club in General Meeting should the same be demanded by any member by notice in writing to the Club at least 28 days prior to the next General Meeting of the Club. Any such decision shall be binding on all members of the Club.

Amendments to the Constitution

This Constitution may not be amended, suspended or substituted except by a Special Resolution.
1. The notice of motion of a Special Resolution proposing an amendment or suspension or substitution of the Constitution shall be lodged with the Club President, Club Secretary or General Manager (if one has been appointed) and posted on the electronic notice board in a place accessible to all members at least twenty-eight (28) days before the date of the next General Meeting as well as at the same time electronically mailing notice of the General Meeting to all members who are paid up members and entitled to vote at the time of the sending of the notice.
2. The General Manager or Club Secretary shall notify all members and required statutory bodies within one week after the Special Resolution was duly passed by members. If the Club is incorporated an alteration of the Constitution does not take effect without the prior approval of all required statutory authorities.

PART TWO

MEMBERSHIP

Section One: Categories, Classes and Limits

Categories General

Membership of the Club shall not be admitted to except as an ordinary member or Life Member or Corporate Member (as provided for in Clause 2.4) or other class of membership that shall be determined by the Board as being appropriate for the Club to introduce and such new class shall be approved at the next General Meeting of the members of the Club. For purposes of player competition fees only an ordinary member may be classified as either a Domestic Member (if resident in Bali, Indonesia) or International Member (if non-resident in Bali, Indonesia).

Ordinary

Any person male or female who has attained the age of twelve (12) years shall be eligible for election as an ordinary member.
1. Ordinary members shall be entitled to exercise all the rights and privileges of the Club subject to this Constitution and the Rules and Regulations of the Club

Life Membership

On the recommendation of the Board, a member who has rendered outstanding service to the Club may be appointed a life member, providing always that such member has been an active member of the Club for a minimum of 10 years.
1. Any member who has been an active member of the club for a minimum of 5 years, may nominate another member for life membership by writing to the Board and nominating that member and providing details of the nominee’s compliance with the requirements of Article 2.3. The Board shall within 60 days appoint a sub-committee of the membership to carry out an investigation into the worthiness of the nominated candidate and report back to the Board with a recommendation.
2. The Board shall take a decision on the bestowment of the life membership only after full compliance with the provisions of this Article 2.3.
3. There shall be no more than five (5) life members at any one time unless otherwise determined by the members in General Meeting.
4. Life members shall have all the rights and privileges of an ordinary member without further payment of annual subscriptions

Corporate Body Membership

Applications for corporate body membership may be approved by the Board from bodies, including golf clubs, commercial organisations, associations and social clubs that have a golfing aspect, which indicate that such membership would be in the best interests of the Club and in furtherance of the Club's objects.
1. Approved corporate body members may nominate any number of their currently employed personnel for Club membership providing that number has first been agreed with the Board. The total number of nominees accepted for membership of all Corporate Bodies shall not exceed five per cent (5%) of the Club membership at any one time.
2. Corporate body members in addition to the prescribed fees for each nominee shall pay a registration fee determined by the Board and as prescribed in the Rules and Regulations from time to time.
3. Nominations for corporate body membership shall be subject to the same membership application requirements as for ordinary membership and to any limitation that may be placed upon numbers in any category/class and any other requirements as may be prescribed in the Rules and Regulations from time to time.
4. The fees, rights and privileges of corporate body nominees shall be as for ordinary membership for which application is made and accepted and as may be prescribed in the Rules and Regulations but the corporate body shall only have one vote at any General or Special Meeting of the Club.
5. As and when nominees of corporate body members relinquish their membership their place may be taken at once by a replacement nominee of the same corporate body member without any liability for an additional nomination fee.

Membership Limits

The Board may at any time decide that the number of members in any category or class shall be limited. Any such limits decided by the Board shall be prescribed in the Rules and Regulations.

Section Two

Election of Members, Resignations

Nominations

Every candidate for membership whether for ordinary or life membership or any other category of membership that may come into being shall be proposed by one and seconded by another ordinary member or life member of the Club, both of whom shall have been members of the Club for a period of not less than two years and to both of whom the candidate shall be personally known.
1. The Board may consider applications from persons not known to Club members. In these cases the candidates may be proposed and seconded by members of the Board.

Applications in Writing

Every application for membership shall include the electronic mail address of the applicant and shall be made in writing, signed by the candidate and his proposer and seconder and shall be on the form provided and obtainable from the Club Secretary or other Board member and such application form shall be accompanied by all applicable fees associated with the application, which fees in the event that the applicant is not accepted by the Committee shall be refunded in full to the applicant. Alternatively, all applications for membership may be made through the Club’s Website pursuant to the provisions set out in such website and electronic signatures shall be permitted, subject to any further or lesser requirements that may be required by the Board.

Consideration and Approval of Application

All applications for membership shall be considered by the Board together with an appropriate recommendation. Any candidate whose application for membership is rejected shall not again be eligible for nomination unless the Board determines otherwise.

Candidates, Proposers and Seconders to Appear

(i) The proposer or seconder of any candidate, if requested to do so by the Board or the Membership Committee, shall personally appear before it when such nomination is being considered and shall answer any questions relating to the proposed candidate. The Board or Membership Committee may also require any candidate to appear before it in person or by live video.

(ii) Prior to admission (or refusal) to membership to the Club a candidate shall upon completion of his or her application for membership be permitted to play golf within the Club as if he or she were an admitted member.

Enrolment of New Members

On admission of an applicant the Club Secretary or Treasurer shall give the proposed member electronic notice thereof and subject to the payment of any nomination fee, subscriptions, affiliation fees and any other monies due, the person shall be enrolled as a member of the Club on the Register from that date and within 14 days thereafter provided with a Club Membership Number.

Resignation of Members

A member may at any time, by giving seven (7) days’ notice in writing to the Club Secretary, resign his membership of the Club. The member so resigning shall remain liable for all monies due by him to the Club immediately before his resignation and shall pay the full amount of his indebtedness to the Club forthwith.
1. No person ceasing to be a member of the Club for any reason shall have any right, title or interest in any property or asset of the Club.

Section Three

Discipline, Expulsion

Liability of Members

Any member shall be liable to censure, expulsion or suspension by the Board if that member refuses or neglects to comply with this Constitution or any of the Rules and Regulations of the Club or any order or direction by the Board or of any General Meeting or is guilty of any act or conduct detrimental to the interest of the Club or other members.

Board Meeting Hearings

The Board shall deliver in person or send a notice to the member's recorded address advising the member of any charges, the time, place and date of the Board meeting at which the question shall be determined and particulars of the member's alleged offence or conduct. At least seven (7) days' notice of such meeting shall be given and if the member fails to attend, the Board shall proceed and decide the case as if the member was present.

Censure / Suspension

If after hearing the evidence the Board considers that the charge is sustained, they may expel the member or censure the member or suspend the member for a specified period not exceeding 12 months during which the member is denied access to any or all privileges, facilities and rights of the Club. An expelled member either before or after the adoption of this Constitution shall not be permitted to reapply for membership of the Club for 5 years and then only upon the consent of a majority of the Board. An expelled member forfeits all rights to be nominated for membership at any future date.

Disciplinary Committee

If the Board so resolves it may appoint a disciplinary committee to be constituted for the express and only purpose of determining a breach by a member of 3.1 or any of the provisions of this Constitution or the rules and regulations associated therewith. Such Disciplinary Committee shall be constituted of the President, the Club Captain and one other Board members or members as the Board shall resolve. The Disciplinary Committee shall take the place of the Board in the hearing of the alleged breach and shall then make recommendations to the Board to act upon. The member against whom it is alleged that the breach has occurred shall be advised at 5 days in advance of the creation of the Disciplinary Committee and what persons compose it. It shall be chaired by the President.

Expulsion

No person shall be entitled to take action or proceedings against the Club in respect of any such censure, suspension or expulsion and must conform to the decision of the Board. A member who has been expelled shall have the same responsibilities and obligations to the Club post membership as an ordinary Member who has resigned and shall also keep confidential all matters transpiring between him and the Club and not make any public announcements without the prior approval of the Board.

PART THREE

MANAGEMENT

Section One – Structure

Composition of the Board of Management

The management of the Club shall be vested in an elected Committee of Management (also referred to as a Board of Management or Board) consisting of up to Eight (8) persons who shall fill the following offices by an open vote of the members of the Committee of Management at the first Committee of Management meeting which is to be held at the conclusion of each Annual General Meeting:-

President/Chairman – shall be official head of the club and Chairman of the Board, presiding at all meetings and functions of the Club and in the event of a voting deadlock at a meeting of the Board shall have a casting vote in addition to his ordinary vote as a Board Member.
Treasurer – who shall chair the Finance Committee and be responsible for the financial records and accounts of the Club
Club Captain - who shall also be the Director of Golf and be responsible as the director of the Tournament Committee; and
Club Secretary who shall be responsible for the taking of the minutes at all meetings of the Board and for general correspondence; and on a non-exclusive basis the administration of the Club

Appointment of Staff

The Board may, if and when appropriate, appoint a paid General Manager who may also take on those functions of the Club Secretary as the Board shall decide within the ambit of this Constitution and may appoint other key employees for the efficient control, conduct, administration and management of the Club under terms and conditions as determined by the Board.
1. The General Manager shall report to the Board through the President and should normally attend all meetings of the Board where he shall have the right to speak to and be questioned by the Board members but shall not have a right to vote.

Board and Management Committees

The Board shall create such Management Committees as it may determine from time to time to assist and advise the members of the Board in the performance of their duties and exercise of their rights and powers, there shall be as a minimum a Finance Committee and a Tournament Committee.

Composition of Management Committees

Each Management Committee shall comprise as many Members of the Club and Board members as the Board shall from time to time determine. The members of these Committees may be appointed by the Board from the general body of members who, in the opinion of the Management Committee, can give special services or knowledge. The Board may also appoint to a Committee as an ex officio member a person who is not a member of the Club.

Eligibility for Appointment

All ordinary and life members shall be eligible to be appointed by the Board on any of the management committees.

Powers and Functions

Management Committees shall exercise such powers and perform such functions as determined by the Board and as may be prescribed in the Rules and Regulations from time to time and ratified by the Board.

Sub Committees Board May Appoint

The Board may from time to time appoint sub-committees from Board members, members of Management Committees or members of the Club and may delegate to these sub-committees such powers and duties as the Board may determine. The Board may recall or revoke any such appointments or delegation.
1. All sub-committees shall conduct their business in accordance with this Constitution and directions of the Board and conform to any Rules and Regulations that may be prescribed by the Board.

President Ex-officio

Both the President of the Club and the Captain of the Club shall be an ex-officio member of all Management Committees and sub-committees.

Section Two

Election and Nomination of Members of the Board

Eligibility for Election to The Board

All ordinary and life members shall be eligible to stand for election and or re-election to the Board providing that as at the date of the relevant General Meeting of the Club they have attained the age of eighteen (18) years and been members of the Club for a minimum of one year and are financially paid-up members.

Election by Ballot.

All members of the Board shall, subject to this Constitution and procedures prescribed in the Rules and Regulations from time to time, be elected by secret ballot, voting at the Annual General Meeting of members. In addition, a member may cast his vote as an “absentee vote” in accordance with Clause 5.11 herein.

Terms of Office

The Term of Office for all Committee Members shall be for two years, at the completion of which they are eligible to re-nominate. However, in order to facilitate continuity within the Club of its management, from the date of the approval of this Constitution: (i) the existing Chairman, Captain, Treasurer and Secretary shall continue to be Board members until the Annual General Meeting to be held in the second half of 2017 but only retaining their offices of Chairman, Captain, Treasurer and Secretary if the newly elected Board in voting mode so decides and they wish to retain such positions. At the Annual General Meeting to be held in the second half of 2017 they will be eligible as existing Committee Members to re-nominate for election as a Board Member and be eligible for all Board determined appointments.

Assumption of Appointments

Elected members of the Board shall assume their appointment at the conclusion of the Annual General Meeting at which their election is declared. As soon as practicable thereafter they shall meet and elect from the Board Members persons to be President (Chairman of the Board), Club Captain, Treasurer and Club Secretary. No Board member shall be entitled to hold more than one such position.

Nominations

Nominations for members of the Board shall be in writing or by electronic transmission sent by the nominee from his electronic address held by the Club as his electronic address and signed or electronically signed by two ordinary members eligible to vote and by the nominee, and must be in the hands of the Secretary at least fourteen (14) days prior to the Annual General Meeting.
1. A list of members nominated for election for office, arranged in alphabetical order and indicating the retiring members, shall be posted on the electronic notice board on the Club’s website to all members at least fourteen (14) days immediately prior to the Annual General Meeting.
2. If there are insufficient candidates nominated to fill the Board vacancies, the Board as then constituted shall fill the vacancy at its next meeting or as soon as practicable thereafter from the membership at large.
3. Subject to Article 3.14 a Board member elected at the Annual General Meeting shall hold office for approximately 2 years being until two Annual General Meetings thereafter save and except on a one time only basis the current President, Captain, Treasurer and Secretary shall pursuant to Article 3.14 only hold office for one (1) year when they must, if they determine to do so, stand for re-election at the Annual General Meeting to be held in 2017. The other four Board members being half of the Board members shall hold office for two years and there shall be a rotation every two years of half of the Board members with those who have been elected to serve for the previous two years being required to be stand again if they so determine. The first of these two yearly rotations will commence with the Annual General Meeting to be held in 2018.
4. There shall be no limit on the number of times a Board member shall be eligible to stand for re-election to the Board.

(i) “Candidacy conflict of interest” means any member of the Club or member who is a candidate for appointment or election to the Board and whose present activities or past activities within the previous 12 months are not in the interests of the Club or in the opinion of the Board is standing for election to the Board for purposes of commercial gain directly or indirectly because of the candidate’s business interests, actual or potential.

(ii) If the Board resolves that the candidate has a candidacy conflict of interest, then the Board may in its absolute discretion reject the nominee from standing for election to the Board or being appointed to the Board notwithstanding any other provision to the contrary provided for in this Constitution.

Casual Vacancy

Any vacancy occurring during the period of office of members of the Board may be filled by the Board, and any person so appointed shall hold office for the remaining term of office of the person replaced.

Vacation of Office

The office of President or any other member of the Board, shall be deemed vacated if the person filling it:
1. ceases to be a member in an appropriate category, pursuant to the provisions of this Constitution, or
2. holds any place or position of profit under the Club, or
3. becomes bankrupt or assign his estate in pursuance of any statute relating to bankruptcy or insolvency for the time being in force in any relevant jurisdiction, or
4. fails to attend three consecutive monthly meetings of the Board without leave of absence,
5. if convicted on indictment of an offence against the law of any country, or any other law in connection with fraud or theft.

Section Three

Responsibilities and Powers of the Board

General

The Board shall manage and control all the business of the Club and shall exercise such powers as are prescribed in this Constitution and Rules and Regulations that are not required to be dealt with by the members in General Meeting and generally do everything in their power to further the objects of the Club.

Declaration of Interests

Any member of the Board who has a pecuniary or other interest in a matter that the Board may be considering must declare his interest and not vote on any motion relating to that matter.

Board Meetings and Quorums

The Board shall meet at least ten times per year at such times and places as the President shall determine. No business shall be transacted at any Board meeting unless a quorum is present at the place and time the meeting proceeds to business. Four (4) members of the Board actually present at a meeting properly called shall form a quorum.
1. A Board meeting shall be called within seven (7) days of a written or electronic request by any three (3) members of the Board or when directed by the President.
2. A Board meeting shall be presided over by the President or in his absence a person elected by the Board meeting to chair the meeting.
3. A Board meeting may, with the consent of the Chairman, be held by a rolling resolution being a resolution passed by a majority of the members of the Board as a result of a proposed resolution being electronic transmitted to all of the Board members at their usual electronic email address by any Board member. Voting shall be collected by the Club Secretary who shall advise all other Board members when a majority has been obtained or otherwise that it hasn’t.

Delegates

The Board may appoint an ordinary member as a delegate of the Club at meetings of relevant golf related associations or other bodies.

General Powers of the Board

The Board may exercise all such powers and do all such things as are permitted under this Constitution and which are not hereby or by statute required to be done by the members in General Meeting. These powers include the making of Rules and Regulations in respect of any matter within the power of the Club or of the Board, but subject nevertheless to the provisions of any applicable Western Australian laws in the event the Club is incorporated in that jurisdiction and the Constitution and directions given from time to time by the members in General Meeting.
The power of the Board to make Rules and Regulations under this Constitution shall include the power to rescind or vary any Rule or Regulation.

Particular Powers of the Board

Without limiting the generality of the foregoing, the Board shall have the power to make Rules and Regulations not inconsistent with any provisions of this Constitution in respect of the following matters:
1. the admission of members to the Club with restricted rights and the rights and privileges of such members and the closing and opening of any category of membership,
2. the terms and conditions upon which members and visitors shall be permitted to use any premises and property of the Club,
3. the manner in which, and the conditions upon which, any membership of the Club including life membership, may be terminated by the member or the Club or suspended by the Club,
4. the rights and privileges to be accorded to members of any category thereof and the qualifications, provisions and restrictions (if any) to be imposed upon them either generally or in their use of the grounds, premises, amenities and facilities of the Club in regard to their dress and conduct whilst upon the Club property or premises or any part thereof,
5. the setting aside of the whole or any part or parts of the Club premises for members of any category or visitors at any particular time or for any particular purpose or purposes,
6. the times of opening and closing of all or any part or parts of the Club premises or property,
7. the procedure at and conduct of meetings of members of the Club and of the Board of management and of any committees or sub-committees,
8. arrangements with any other clubs or associations for any purpose in keeping with the objects of the Club including reciprocal membership with other golf clubs,
9. the purchase, sale and control of intoxicating and other liquors or goods, or both and or its consumption on Club premises,
10. the employment, duties, remuneration, bonuses, privileges and direction of all paid employees of the Club,
11. the committees and sub-committees appointed or to be appointed for any purpose connected with or arising out of the management or control of the Club including the appointment, removal, qualifications, duties, functions, powers and privileges of such committees and sub-committees, and
12. such other matters and rules and regulations as the Board deems necessary for the effective, efficient and proper running of the Club and in order to carry out the responsibilities and obligations imposed upon it by this Constitution.

Appointment of Members for Assistance

The Board shall have power to appoint any member of the Club to assist a member of the Board in the performance of his duties on such terms and conditions as the Board deems appropriate to the situation.

Appointment of Professional

The Board shall have the power to appoint an appropriately qualified Professional golfer to be the Club Professional under terms and conditions determined by the Board.

Appointment of Patron

The Board shall, without being required to do so, have the power to invite a suitable person to be Patron of the Club and to determine the period of such appointment. The appointment of Patron shall be subject to the concurrence of members in General Meeting.

Section Four

Responsibilities of Members of the Board

Responsibilities of all Board Members

The prime responsibility of all Board Members is to act collectively under the Chairmanship of the President to manage the Club in the best interests of all Club Members. Additionally, individual Board Members shall chair such Sub Committee’s as may be prescribed in this Constitution and/or Rules and Regulations from time to time.

Responsibilities of the President

The President shall be the principal officer of the Club and Chairman of the Board. The President or an appointed delegate shall represent the Club as appropriate, at meetings of relevant golf related organisations and associations.

Responsibilities of Treasurer

The Treasurer shall chair the Finance Committee and as a member of the Board participate in the overall management of the Club.
1. The Treasurer shall ensure that correct records and accounts are kept that show the financial status of the Club and he shall be responsible for the preparation of financial statements for consideration by the Board and shall arrange for annual auditing, reporting or otherwise as required by this Constitution or applicable rules and regulations.
2. The Treasurer shall also be responsible for such other functions as may be conferred upon him by the Board or are as prescribed in the Rules and Regulations from time to time, or both.

Responsibilities of Captain

The Captain shall chair the Match Committee and as a member of the Board participate in the overall management of the Club.
1. The Captain shall be responsible for the overall control of the playing of all social and competition golf in accordance with the Constitution and Rules and Regulations of the Club, and for such other functions as may be conferred upon him by the Board or are as prescribed in the Rules and Regulations from time to time; and
2. the Captain shall Chair all meetings of the Tournament Committee.

Responsibilities General Manager, Club Secretary

The Club Secretary shall be responsible to the Board for duties related to the general management and administration of the Club's activities as determined by the Board. These responsibilities shall include the overall supervision and control of all employees of the Club including, subject to Board concurrence or direction, the

appointment and dismissal of such employees.

The Club Secretary, shall under the control of the Board and subject thereto keep or cause to be kept at an agreed location;

(i) a register of resolutions and proceedings of all meetings of the Club and the Board properly entered in a minute book which may be electronic for the purpose,

(ii) all original correspondence received by the Club and copies of all outward correspondence,

(iii) a proper register of members which may be electronic which shall record the names, whether they are a domestic or international member and date of entry into the Club and membership category/class of all members and the date of the latest payment by each member of his or her subscription,

(iv) any other documents and securities of the Club.

the General Manager if a paid position shall be responsible to the Board for the day to day management of the physical, financial and human resources of the Club. He shall also provide the Board with pro-active and timely advice and secretarial support services, and use his best endeavours to ensure that the Club’s traditions, standards and values are maintained.

PART FOUR

FEES AND FINANCE

Section One - Fees and Subscriptions

General

1. The respective nomination fees, annual subscriptions, levies and additional charges payable by members shall be as the Board, subject to the provisions of this Constitution, may from time to time, decide.

The Basic Charge

The Board shall determine the annual subscription to be effective for the ensuing year and this shall be known as the Membership Annual Fee.

Payment of Fees by New Members

On acceptance as a member, the new member shall pay all membership fees, levies and other charges applicable.

Subscriptions Payable in Advance

All annual subscriptions except the first subscription of a new member are payable in advance and shall be due and payable no later than on the 31st of December each year.

Failure to Pay Annual Subscription

If any member shall fail to pay the annual subscription before the 31st day of December in each year after it has become due, such member's name shall be marked as inactive but only removed from the Register upon direction by the Board pursuant to it so resolving and such member shall thereupon cease to be a member and shall forfeit all rights in and any claim upon the Club and its assets.

Explanation for non-payment

If at any time a member shall give to the Board a satisfactory explanation for the non-payment of subscriptions, the member may, at the discretion of the Board and upon payment of all arrears and a late payment penalty fee as prescribed in the Rules and Regulations, be re-admitted without payment of a further entrance fee.

Restrictions on Members in Arrears

Any member whose subscription is in arrears shall not, whilst such subscription is in arrears, use the playing or other facilities of the Club or compete for any Club prize or trophy or be nominated for any office or vote at any meeting.

Reciprocal Club Fee Adjustment

The Board may approve the waiver or adjustment of entrance fees or subscriptions and for the granting of preference of membership where necessary from the waiting list, if any, where one or other of these features is, or are offered, by a club which has or is granted reciprocal rights.

Relief from Payment of Fees

Notwithstanding anything herein contained, the Board shall have the power in its absolute discretion to grant where circumstances warrant, in the event of a temporary financial hardship, relief from payment in whole or in part of the annual subscription for the year in which the relief has been granted.

Death, Resignation, or Transfer of Member

The Board may approve the adjustment of nomination fees or subscriptions or both where a member dies, resigns or transfers to the absentee list (if any) as prescribed in the Rules and Regulations from time to time.

Re-admittance of Resigned Member

A person, who having previously been a member for a minimum period of 2 two years and who resigned his membership, may at the discretion of the Board and upon written application, be re- admitted as a member upon the payment of the annual fee for the lapsed years from the time of resignation; provided that:
1. the period between his resignation from the Club and his application for re-admittance did not exceed three (3) years, and
2. all subscriptions and any other monies due were fully paid up at the time of his resignation as a member, and
3. the person is re-admitted to that category of membership to which he belonged prior to his resignation or to any other category as determined by the Board as and when a vacancy occurs in the applicable category and in priority as determined by the Board.
4. should a former member who satisfies the requirements of clause 4.11.1 apply for re-admittance to a category which at the time of such application has a higher nomination fee than the category to which he previously belonged he shall be required to pay the difference in such fees.
5. a person who having previously been a member and who resigned his membership applies to be re-admitted after a period exceeding three (3) years shall be subject to the entry conditions applicable to a new member unless the Board resolves otherwise.

Pro Rata Subscriptions

The subscription of a candidate elected to membership of any category of members during a year shall be pro rata of the annual subscriptions required for the appropriate category of membership should the Board so resolve and the Board may resolve as a matter of policy at any time to waive the annual fee for the first part year.

Variations to Payment Periods - Board may Approve

The Board may approve the payment of any nomination fee or subscription in such periods as it determines. Such approval shall be prescribed in the Rules and Regulations from time to time. Any balances of such nomination fee or subscription, to the extent to which it remains unpaid, shall be a debt to the Club.

Levies

The Board may from time to time, on the authority of a special Resolution carried at the Annual General Meeting or a Special General Meeting called for the purpose, make a levy on the members of the Club at such rate or of such amount to meet the Board's immediate requirements occasioned by a financial emergency:
1. Any failure by any member to pay a levy approved in General Meeting shall entail the same consequences as to loss or suspension of membership as would be entailed by failure to pay his subscription.

Competition and Green Fees

The Board shall set appropriate fees for all competitions and shall set appropriate green fees for guests and those categories of membership as prescribed in the Rules and Regulations from time to time.
1. The Board is authorised to waive competition and green fees at their discretion for special events.

Section Two

Financial Matters

Source of funds

The funds of the Club may be derived from entrance fees, annual subscriptions, donations, grants, interest and any other sources approved by the Board. The Board may engage in other fund raising activities, without limitation, including raffles, gala days, fetes, special functions and trade days, subject to compliance with applicable laws and not to the undue detriment or inconvenience of members.

Control of funds

The Club's bankers shall be as determined by the Board from time to time and the Board must open an account in the name of the Club with a financial institution(s) from which all expenditure of the Club is made and into which all funds received by the Club are deposited. All funds of the Club must be deposited into the Club’s account within 14 working days after their receipt. In the event that local laws in Bali or Indonesia do not permit the Club to open an account in the Club’s name then the Board may authorise an account or accounts to be opened in the name of at least two Board members for and on behalf of the Club.
Subject to any restrictions imposed at a General Meeting, the Board may approve expenditure on behalf of the Club
1. The Board may authorise the President, Club Captain, Treasurer or Club Secretary to expend funds on behalf of the Club up to a specified limit without requiring approval from the Board for each item upon which the funds are expended.
2. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments of the Club must be signed by –

i) one board members; or

ii) one Board member and a person authorised by the Board.

Financial statements and financial reports

For each financial year;
1. the Board must ensure that the requirements imposed on the Club by this Constitution with respect to financial statements or financial statements are met.
2. Without limiting sub Article (i), those requirements include:-

i) if the Club is a tier 1 association, the preparation of the financial statements; and

ii) if the Club is a tier 2 association or tier 3 association, the preparation of the financial report; and

iii) if required, the review or auditing of the financial statements or financial report, as applicable; and

iv) the presentation to the Annual General Meeting of the financial statements or financial report, as applicable; and

v) if required, the presentation to the Annual General Meeting of the copy of the report and or review (as defined by the Board or the Members in General Meeting) or auditor’s report, as applicable, on the financial statements or financial report.

Financial Year

The financial year shall be from the first day of January to the 31st of December in each year, both dates inclusive. The operation of this new Clause shall be with effect from the 1st day of January 2019.

Borrowings

The Board may borrow in any one (1) financial year without reference to a General Meeting a total sum not exceeding ten per cent (10%) of the Club's budgeted annual income, when such borrowing is considered to be in the best interests of the Club.
1. Any borrowing in excess of ten per cent (10%) of the Club's budgeted annual income shall require the approval of a Special Resolution by members in General Meeting.

PART FIVE

GENERAL MEETINGS AND VOTING

General Meeting - President shall Preside

1. The President of the Club shall be chairman of all General Meetings of the Club. In his absence the Club Captain shall act as chairman of General Meetings. In the absence of the president and Club Captain the General Meeting shall appoint one of its members to be chairman.

Annual General Meetings

The Annual General Meeting of the Club other than the first Annual General Meeting after the adoption of this Constitution shall be held each year within three (3) months of the end of financial year of the purpose of the Annual General Meeting shall be to approve the minutes of the previous Annual General Meeting, the adoption of accounts and annual reports; the election of Board members or other officers and appointment of an auditor in place of those retiring; such other general business as shall be specified in the notice convening the Annual General Meeting; and, at the discretion of the Chairman, any other general business of which prior notice has not been provided.

General Meetings

1. A Special (Extra-Ordinary) General Meeting may be called by direction of the Board at any time. The notice of the meeting shall specify the subjects to be discussed at the Special General Meeting and no business other than that specified shall be dealt with at the Special General Meeting.
2. The Club Secretary shall at any time within fourteen (14) days of receipt of a requisition signed by at least fifty (50) members of the Club entitled to vote specifying the subject to be discussed, give notice of the convening of a Special General Meeting.
3. At least twenty-eight (28) days’ notice shall be given to the members of all general meetings of the Club including without limitation a Special (Extra-Ordinary) General Meeting and an Annual General Meeting.

Special or Extra-ordinary General Meetings

An Extra Ordinary General Meeting of the Club shall not be convened except in the manner prescribed by this Article 5 and otherwise in accordance with this Constitution

General Meeting Resolutions

At any General Meeting no resolutions or amendments thereto shall be declared carried unless supported by a majority and then only if a quorum of members is present and entitled to vote at the time when the meeting proceeds to business and during the conduct of the meeting.

Quorum at General Meetings

Save as herein otherwise provided ten (10) members personally present and entitled to vote shall be a quorum at a General Meeting.

Adjournment

If within one half hour from the time appointed for a General Meeting, a quorum is not present, the meeting shall stand adjourned to the same day in the following week at the same time and place and if at the adjourned meeting a quorum of members is not present within half an hour of the time appointed for the meeting, the members present shall form a quorum.
1. The chairman may, with the consent of the meeting, adjourn the meeting from time to time and place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting for which the adjournment took place.

Notices to Members

1. All notices including, without limitation, a notice of any General Meeting, Extraordinary (Special) General Meeting or Annual General Meeting or any notice given pursuant to the provisions of this Constitution and/or Rules and Regulations as amended from time to time or shall be given by the Club to any member either personally / by electronic mailing (email)/in writing /by sending it by post to the member at the members regular registered address / or by placing the notice in a conspicuous position in the members’ section of the Club’s website or any combination of these methods as the Club deems fit. When a notice is sent by post, service of the notice shall be deemed to be affected by properly addressing, prepaying and posting a letter containing the notice and shall deem to have been effected at the time at which the letter would be delivered in the ordinary course of post. When a notice or other communication of whatever nature is sent by electronic transmission (email) to any member it shall be deemed to have been effected at the time of its transmission providing the email address has been provided to the Club by the member. When a notice is posted on the Club’s website delivery of the same to all members shall be deemed to have been affected within 7 days from the date of the posting.
2. In addition to any other method used to serve a notice, the Club shall always cause the notice to be placed in a conspicuous position in the members’ section of the Club’s website.

Financial Members

No member shall be entitled to attend or vote at any meeting of the Club unless all monies then due and payable by him to the Club have been paid at least 28 days prior to the meeting.

Voting

At any General Meeting only financial Ordinary and Life members at the time of the notice of the General Meeting shall be entitled to vote.

Proxy and Absentee Voting

1. No proxy voting nor voting using physical government or private postal services shall be allowed at any Annual General Meeting, Special (Extra-ordinary) General Meeting, General Meeting or at Board, Management Committee or sub-committee meetings. All members shall vote personally, except for members who elect to cast an absentee vote in accordance with this Constitution or otherwise as set out in the Rules and Regulations.
2. All absentee voting shall be by way of an electronic email sent from the member’s electronic address as contained in the Club’s profile of the member and shall be addressed to the Club Secretary. Such absentee vote shall be sent no later than within 5 days of the date appointed for the convening of the Meeting and shall be in the form as set out in the notice of the General Meeting and must contain the member’s Club Membership Number.
3. Should such member voting as an absentee consequently attend the General Meeting his absentee vote shall become null and void and he shall only be entitled to vote as an attendee at the General Meeting.

Voting and Ballots

Except as provided elsewhere in this Constitution all questions shall be decided by a show of hands unless a ballot be requested by at least ten (10) of the members present and entitled to vote. Any such ballot shall be held without adjournment and the results of the ballot be deemed to be the resolution of the meeting at which the ballot is requested. The ballot will be conducted in any manner as decided by the Chairman of the General Meeting.

Obligatory Ballots

Voting by ballot shall be obligatory for all motions concerning the election of Committee persons, officers, changes to this Constitution, the setting of the basic charge where any proposed increase is in excess of twenty five (25) per cent of the current basic charge, the imposition of any levies or additional charges and items of major capital expenditure where the expenditure on any single item exceeds 10% of the net assets of the Club as determined by the Finance Committee.

Declaration by Chairman

At any General Meeting, unless a ballot is required, a declaration by the chairman that a resolution has or has not been carried and an entry to that effect in the book of proceedings of the Club shall be conclusive evidence of the fact without proof, of the number or proportion of the votes recorded in favour of or against the resolution.

Place of Meetings

Until resolved otherwise by the Board all meetings of shareholders whether General Meetings, Annual General Meetings or Extra Ordinary General Meetings shall be held in Bali, Indonesia at New Kuta Golf Club premises.

PART SIX

GENERAL

Guests

1. A member may introduce guests, up to five (5) in number per day, to the privileges of the Clubhouse (if any) and amenities of the Club on such conditions as are prescribed in any applicable legislation and as prescribed in the Rules and Regulations.

Auditor

The Club shall in General Meeting annually appoint a qualified accountant as an auditor and or reviewer as applicable who shall not be a Board member of the Club.
1. The Board shall have the power to fill any vacancy in the office of auditor resulting from the death, resignation or loss of qualification of the auditor.
2. The auditor shall audit the accounts of the Club and shall report in writing to the Annual General Meeting as to the truth and fairness of the accounts of the Club submitted to that meeting and upon such other matters that are required of him by the Board including without limitation his opinion on the assets and liabilities of the Club and the reasonableness of the classification of income and expenditure; and to what extent the Board has or needs to approve expenditure either before or after the expenditure is made or incurred.

Indemnities

All officers, whether honorary or paid, and all employees of the Club are hereby indemnified against all liability properly incurred by them in the performance of their duties or for the benefit of the Club.

Inspection of Records

Upon reasonable prior written notice, any financial member may inspect the register of members but without any contact details or address and the register of Board members and may receive a copy of the same should that first be authorised by the Board of Management who shall take into account the privacy rights of Members prior to so authorising.

Winding Up

If the Board is of the opinion that the Club should be wound up, or on the application in writing made to the Board by not less than two hundred (200) members entitled to vote signifying their desire that the Club be wound up the Board shall convene an Extra Ordinary General meeting to consider the question.
1. At such Extra Ordinary General Meeting a special resolution shall be required to be passed to wind up the Club.
2. If, on the winding up of the Club, any property of the Club remains after satisfaction of the debts and liabilities of the Club and the costs, charges and expenses of that winding up, that property shall be distributed:

to a incorporated association having objects similar to those of the Club where that incorporated association is in either Australia or Indonesia, or
for charitable purposes.
1. The particular incorporated association or purposes, as the case requires, shall be determined by resolution of the members when authorising and directing the Board to prepare a dissolution plan for the distribution of the surplus property of the Club.

Copy of Constitution and Rules and Regulations

Every financial member of the Club shall be entitled to have access to this Constitution and any Rules and Regulations made pursuant thereto all of which shall be displayed in the members’ section of the Club’s Website.