HomeAbout DSADSA Constitution

Rules of Diving South Australia Incorporated

TABLE OF CONTENTS

1. NAME

2. INTERPRETATION

3. OBJECTS OF ASSOCIATION

4. POWERS OF ASSOCIATION

5. STATUS AND COMPLIANCE OF ASSOCIATION

6. MEMBERS

7. SUBSCRIPTIONS AND FEES

8. REGISTER OF MEMBERS

9. EFFECT OF MEMBERSHIP

10. DISCONTINUANCE OF MEMBERSHIP

11. DISCIPLINE OF MEMBERS

12. GENERAL MEETINGS

13. NOTICE OF GENERAL MEETING

14. BUSINESS

15. NOTICES OF MOTION

16. SPECIAL GENERAL MEETINGS

17. PROCEEDINGS AT GENERAL MEETINGS

18. VOTING AT GENERAL MEETINGS

19. PROXIES

20. POWERS OF THE MANAGEMENT COMMITTEE

21. COMPOSITION OF THE MANAGEMENT COMMITTEE

22. ELECTION OF COMMITTEE MEMBERS

23. OFFICERS OF THE ASSOCIATION

24. VACANCIES OF COMMITTEE MEMBERS

25. MEETINGS OF THE MANAGEMENT COMMITTEE

26. POWER OF CO-OPTION

27. CONFLICTS

28. SECRETARY

29. TREASURER

30. REGISTRAR

31. SELECTORS

32. DELEGATIONS

33. FINANCE

34. AUDITOR

35. SEAL

36. INDEMNITY AND INSURANCE

37. WINDING UP

39. BY-LAWS

40. ALTERATION OF RULES

RULES OF DIVING SOUTH AUSTRALIA INCORPORATED

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PART I - NAME AND INTERPRETATION

1. NAME

The name of the incorporated association is Diving South Australia Incorporated (Association).

2. INTERPRETATION

2.1 Definitions

In these Rules:

Act means the Associations Incorporation Act 1985 (SA).

By-Laws has the meaning given in Rule 39.1.

Chairperson means the chair of the Management Committee.

Committee Member means a member of the Management Committee.

Diving Australia means Diving Australia Incorporated.

Diving Australia Constitution means the Statement of Purposes and Rules of Diving Australia Incorporated as amended from time to time and any by-laws of Diving Australia as amended from time to time.

Diving Member means a Member in the category referred to in Rule 6.1(a).

General Meeting means the annual or any special general meeting of the Association.

Intellectual Property means all rights or goodwill subsisting in copyright, business names, names, trade marks (or signs), logos, designs, patents or service marks (whether registered or registrable) relating to the Association or any event, competition or diving activity of or conducted, promoted or administered by the Association.

Life Member means an individual upon whom life membership of the Association has been conferred under Rule 6.4.

Management Committee means the committee of management of the Association.

Maximum Positions has the meaning given in Rule 21.1.

Member means a member for the time being of the Association under Part IV of these Rules.

Member State means an entity recognised by Diving Australia to administer the sport of diving in a particular State and, subject to the Diving Australia Constitution, includes the Association.

Membership means membership of the Association.

Minimum Positions has the meaning given in Rule 21.1.

Non-Diving Member means a Member in the category referred to in Rule 6.1(b).

Officer means a person holding a position referred to in Rule 23.1.

Registrar means the person appointed by the Management Committee to carry out the functions referred to in Rule 30.

Rules means these rules of the Association.

Seal means the common seal of the Association and includes any official seal of the Association.

Secretary means the Committee Member holding the office referred to in Rule 28.

Selector means a person appointed by the Management Committee to carry out the functions referred to in Rule 31.

Special Resolution means a resolution passed:

(a) at a General Meeting of the Association of which 21 days notice, accompanied by notice of intention to propose the resolution as a special resolution, has been given to the Voting Members in accordance with these Rules; and

(b) by at least two thirds of the votes of those Voting Members who vote at the meeting.

State means a State of Australia and includes the Territories of Australia.

State Delegate means the persons elected or appointed from time to time by the Association to act for and on behalf of the Association and represent the Association at general meetings or otherwise of Diving Australia.

Treasurer means the Committee Member holding the office referred to in Rule 29.

Voting Member means a Diving Member, a Non-Diving Member and a Life Member.

2.2 Interpretation

In these Rules:

(a) a reference to a function includes a reference to a power, authority and duty;

(b) a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority of the performance of the duty;

(d) words importing any gender include the other genders;

(e) references to persons include corporations and bodies politic;

(f) another grammatical form of a defined word or expression has a corresponding meaning;

(g) references to a person include the legal personal representatives, successors and permitted assigns of that person;

(h) a reference to a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments or replacements of any of them (whether of the same or any legislative authority having jurisdiction); and

(i) a reference to 'writing' will unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form, including messages sent by electronic mail.

2.3 Severance

If any provision of these Rules or any phrase contained in them is invalid or unenforceable in any jurisdiction, the phrase or provision is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable. If the rule or phrase cannot be so read down it will be severed to the extent of the invalidity or unenforceability. Such severance will not affect the remaining provisions of these Rules or affect the validity or enforceability of any provision in any other jurisdiction.

2.4 Expressions in Act

Except where the contrary intention appears, in these Rules, an expression that deals with a matter dealt with by a particular provision of the Act, has the same meaning as that provision of the Act.

PART II - OBJECTS AND POWERS

3. OBJECTS OF ASSOCIATION

The Association is the peak body for the administration of the sport of diving in South Australia. The objects for which the Association is established and maintained are to:

(a) conduct, encourage, promote, advance, control and administer the sport of diving in and throughout South Australia;

(b) provide for the conduct, encouragement, promotion and administration of the sport of diving throughout South Australia for the mutual and collective benefit of the Members and diving;

(c) act in good faith and loyalty to ensure the maintenance and enhancement of the Association, Diving Australia, the other Member States and the sport of diving, its standards, quality and reputation for the collective and mutual benefit of the Members and diving;

(d) at all times operate with and promote mutual trust and confidence between the Association, Diving Australia, the other Member States and the Members in pursuit of these objects;

(e) generally comply (where applicable) with relevant Diving Australia rules and regulations as amended from time to time;

(f) ensure that a high standard of diving is maintained;

(g) develop a sense of sportsmanship and a high degree of proficiency in competitors and participants in diving;

(h) enable competitors to achieve a high level of physical and mental fitness through the teaching and practice of diving;

(i) use and protect the Intellectual Property;

(j) collect, distribute and publish information in connection with diving and international, national and state diving competitions;

(k) promote and control state diving competitions and championships;

(l) strive for governmental, commercial and public recognition of the Association and diving;

(m) further develop the Association as an organised institution and foster, regulate, organise and manage state competitions, displays and other activities and to award trophies as appropriate;

(n) promote the health and safety of participants, coaches and officials registered with the Association or other recognised diving organisation or other entity;

(o) encourage participants, coaches and officials registered with the Association or other recognised diving organisation to realise their potential and athletic abilities by extending to them the opportunity of education and further participation in diving;

(p) conduct or commission research and development for improvements in diving;

(q) pursue through itself or others such commercial arrangements, including sponsorship and marketing opportunities as are appropriate, to further these objects and diving;

(r) act as final arbiter on all matters pertaining to the conduct of diving in South Australia, including disciplinary matters;

(s) formulate or adopt and implement appropriate policies, including in relation to sexual harassment, equal opportunity, equity, drugs in sport, health, safety, junior and senior programs, infectious diseases and such other matters as arise from time to time as issues to be addressed in diving;

(t) represent the interests of its Members and of diving generally in any appropriate forum;

(u) have regard to the public interest in its operation;

(v) encourage and promote performance-enhancing drug free diving competition; and

(w) undertake and or do all things or activities which are necessary, incidental or conducive to the advancement of these objects.

4. POWERS OF ASSOCIATION

Solely for furthering the objects set out in Rule 3, and in addition to the powers conferred by section 25 of the Act, the Association has power to:

(a) purchase, take on lease or in exchange or otherwise acquire any real or personal estate which may be deemed necessary or convenient for any of the objects of the Association and to sell, manage, lease, mortgage, give in exchange, dispose of or otherwise deal with any part of the rights or property of the Association, whether subject to any charges or encumbrances or not and to erect, replace, maintain, reconstruct, adapt and furnish any offices or other buildings thereon and to sell, let, alienate, mortgage, charge or deal with all or any such lands, tenements or hereditaments or any part of them;

(b) construct, maintain and alter any houses, buildings, grounds, playing surfaces, conveniences or works necessary or convenient for the purposes of, or which seem likely to advance, the Association;

(c) borrow and raise money in such manner as the Association may think fit, including on bonds or mortgage or other security of any property held for or on behalf of the Association or without any such security;

(d) take, or otherwise acquire and hold shares, debentures or other securities of any company or body corporate;

(e) take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price of any part of the Association's property sold, or any money due to the Association from any purchasers or others;

(f) draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable and transferable instruments;

(g) receive money on deposit with or without allowance of interest thereon;

(h) invest and deal with any monies of the Association, not immediately required for the objects of the Association, in such manner as may from time to time be determined by the Management Committee;

(i) do all or any of the matters authorised either alone or in conjunction with any person, company or unincorporated body or by or through any factors, trustees or agents;

(j) take any gift of property whether subject to any special trust or not for any one or more of the objects of the Association, provided the Association will only deal with any such trusts in such manner as is allowed by law;

(k) lend and advance money to, give credit to, or otherwise assist, any person or body corporate, including to guarantee or indemnify any person’s or body corporate's performance;

(l) take such steps by personal or written appeals, public meetings or otherwise as may from time to time be deemed expedient for the purposes of procuring contributions to the funds of the Association in the form of donations, annual subscriptions or otherwise;

(m) subscribe to, become a member of or co-operate with any other organisation whether incorporated or not whose objects are similar, in whole or in part, to those of the Association, so long as that other organisation prohibits the distribution of its income and property amongst its members at least to the extent provided under the Association's Rules;

(n) print and publish any newspapers, periodicals, books or leaflets and develop and implement any computer system or software package that the Association may think desirable for the promotion of its objects;

(o) appoint, hire, employ, remove, replace or reinstate secretaries, managers, servants, employees and other persons in and for the carrying out of the objects of the Association and to pay them in return for services rendered to the Association, salaries, wages and gratuities, as appropriate;

(p) buy, sell and deal in all kinds of articles, commodities and provisions both liquid and solid for Members or other persons frequenting the premises or facilities of or under the control of the Association;

(q) subscribe to any charities and to grant donations for any public purpose (donations may not be made to political parties or for a political purpose);

(r) produce, develop, create, licence and otherwise exploit, use and protect the Intellectual Property;

(s) establish and maintain corporate entities to carry on and conduct the business affairs and undertakings, or any aspect thereof, of the Association and for that purpose, to utilise any of the assets of or held on behalf of the Association;

(t) promote any other person or company for any purpose calculated to benefit the Association;

(u) enter into arrangements with any government or authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association, and to obtain rights, privileges and concessions from such government or authority and carry out, exercise and comply with any such rights, privileges and concessions;

(v) take and effect insurance or seek, obtain and in its discretion act on, any professional advice necessary or appropriate;

(w) act as final arbiter (where applicable) on all matters pertaining to the conduct of the sport of diving in South Australia, including disciplinary matters; and

(x) do all such acts and things as are incidental, conducive or subsidiary to all or any of the objects of the Association.

PART III – MEMBERSHIP OF DIVING AUSTRALIA

5. STATUS AND COMPLIANCE OF ASSOCIATION

5.1 Recognition of Association

The Association is recognised as a Member State of Diving Australia and the controlling authority for the sport of diving in South Australia and, subject to compliance with these Rules and the Diving Australia Constitution, will continue to be recognised as a Member State of Diving Australia. The Association will administer the sport of diving in South Australia in accordance with the objects of the Association.

5.2 Compliance of Association as a Member State

The Members acknowledge and agree the Association:

(a) is incorporated in South Australia;

(b) will elect or appoint 1 State Delegate to represent it at general meetings of Diving Australia in accordance with these Rules and the Diving Australia Constitution;

(c) will provide Diving Australia with copies of its audited accounts, annual report and other associated documents (in each case, if any) within 90 days after each annual general meeting of the Association;

(d) will adopt in principle, and to the extent considered by the Management Committee to be applicable to the Association, the objects of Diving Australia and adopt rules which reflect and which are, to the extent permitted or required by the Act, generally in conformity with the Diving Australia Constitution;

(e) will do all that is reasonably necessary to enable the objects of the Association to be achieved;

(f) will act in good faith and loyalty to ensure the maintenance and enhancement of the Association, Diving Australia and the sport of diving, its standards, quality and reputation for the collective and mutual benefit of the Members and the sport of diving;

(g) will, at all times, seek to operate with, and promote, mutual trust and confidence between Diving Australia and the Association in pursuit of the objects of the Association;

(h) will, at all times, act on behalf of and in the interests of the Members and the sport of diving; and

(i) whilst the Association is a Member State, will abide by the Diving Australia Constitution.

5.3 Operation of Rules

The Association and the Members acknowledge and agree:

(a) that they are bound by these Rules;

(b) to act in good faith and loyalty to each other to ensure the maintenance and enhancement of the sport of diving, its standards, quality and reputation for the collective and mutual benefit of the Members and the sport of diving;

(c) not to do or permit to be done any act or thing which might adversely affect or derogate from the standards, quality and reputation of the sport of diving, and its maintenance and enhancement;

(d) to make full and proper disclosure to each other of all matters of importance to the Association and the sport of diving;

(e) not to acquire a private advantage at the expense of the Association, Diving Australia or the sport of diving;

(f) to operate with mutual trust and confidence in pursuit of the objects of the Association;

(g) to promote the economic and sporting success, strength and stability of each other and to act interdependently with each other in pursuit of the objects of the Association; and

(h) to act for and on behalf of the interests of the Association, Diving Australia and the sport of diving.

5.4 Rules of the Association

The Rules of the Association will generally be in the form of the Diving Australia Constitution, with such variations as the Management Committee or the Members consider to be necessary or appropriate.

5.5 Amendments to Rules of the Association

(a) The Association will take reasonable steps to ensure its Rules are amended from time to time so as to be generally in conformity with future amendments made to the Diving Australia Constitution, subject to such variations as the Management Committee or the Members consider to be necessary or appropriate.

(b) The Association will provide to Diving Australia a copy of its Rules and all amendments to its Rules.

5.6 Register of Members

Subject to law, the Association will provide a copy of the register of Members to Diving Australia within a reasonable time after receipt of a written request from Diving Australia, and will provide updates of that register to Diving Australia from time to time.

PART IV – MEMBERSHIP

6. MEMBERS

6.1 Categories of Membership

The Members of the Association will consist of:

(a) Diving Members who, subject to these Rules, will have the right to be present, debate and vote at General Meetings;

(b) Non-Diving Members who, subject to these Rules, will have the right to be present, debate and vote at General Meetings;

(c) Life Members, who subject to these Rules, will have the right to be present, debate and vote at General Meetings; and

(d) such other categories of Membership as may be created from time to time in accordance with Rule 6.5.

6.2 Diving Members

In order to participate as a diver in recreational or competitive diving organised by the Association, a person must be a Diving Member.

6.3 Non-Diving Members

A person may apply to be a Non-Diving Member if they:

(a) are a diving coach, diving administrator, parent of a Diving Member, or otherwise have an interest in the sport of diving, in South Australia; and

(b) do not wish to participate as a diver in recreational or competitive diving organised by the Association.

6.4 Life Members

(a) Any Member may nominate a person who has rendered distinguished or special service to the Association, or to diving in South Australia, to be a Life Member of the Association (Nominee). The nomination must be in the form (if any) prescribed by the Management Committee.

(b) The Management Committee may, by unanimous resolution, confer life membership of the Association on a Nominee.

(d) The conditions, obligations and privileges (in addition to voting rights) of a Life Member will be as prescribed by the Management Committee.

6.5 Creation of New Categories of Membership

The Management Committee has the right and power from time to time to create new categories of Membership with such rights, privileges and obligations as are determined applicable (other than voting rights), even if the effect of creating a new category is to alter rights, privileges or obligations of an existing category of Members. No new category of Membership may be granted voting rights.

6.6 Application for Membership

An application for Membership must be:

(a) in writing in the form prescribed from time to time by the Management Committee and lodged with the Registrar; and

(b) accompanied by the appropriate fee, if any, and such information and documents as the Management Committee may require.

6.7 Discretion to Accept or Reject Application

(a) The Management Committee may accept or reject an application for Membership and will not be required or compelled to provide any reason for such acceptance or rejection.

(b) Where the Management Committee accepts an application, the applicant will become a Member. Membership of the Association will be deemed to commence upon acceptance of the application by the Management Committee. The Registrar will amend the register accordingly as soon as practicable.

(c) Where the Management Committee rejects an application for Membership, the Association will refund any fees forwarded with the application and the application will be deemed rejected by the Association.

6.8 Membership Renewal

Members (other than Life Members) must reapply for Membership with the Association in accordance with the procedures set down by the Management Committee from time to time.

6.9 Deeming Provisions

All persons who were 'Full Members' or 'Associate Members' of the Association prior to the date of adoption of these Rules, will be deemed to be Diving Members and Non-Diving Members respectively from the date of adoption of these Rules, and will be entitled to such benefits as are conferred on them by these Rules and the Association.

7. SUBSCRIPTIONS AND FEES

7.1 The annual Membership subscription (if any), and any other fees, levies, charges and other amounts payable by Members (or any category of Members) to the Association, the basis of, the time for, and manner of, payment, will be as determined by the Management Committee from time to time.

7.2 Any Member who has not paid all monies due and payable by that Member to the Association will (subject to the Management Committee’s discretion) have all rights under these Rules immediately suspended from the expiry of the time prescribed for payment of those monies. Such rights will be suspended until such time as the monies are fully paid or otherwise in the Management Committee’s discretion. In the meantime, the Member will have no automatic right to resign from the Association, and will be dealt with in the Management Committee’s discretion, which includes the right to expel, suspend, disqualify, fine, discipline or retain that Member as a Member, or impose such other conditions or requirements as the Management Committee considers appropriate.

8. REGISTER OF MEMBERS

8.1 Registrar to Keep Register

The Registrar will keep and maintain a register of Members in which will be entered such information as is required under the Act from time to time.

8.2 Rights of Diving Australia

Subject to law, the Association will provide a copy of the register from time to time to Diving Australia. The Association agrees that Diving Australia may utilise the information contained in the register of Members and the register itself to further the objects of Diving Australia, subject always to reasonable confidentiality considerations and privacy and other applicable laws.

9. EFFECT OF MEMBERSHIP

Members acknowledge and agree that:

(a) these Rules constitute a contract between each of them and the Association and that they are bound by the Rules and the By-Laws;

(b) they will comply with and observe these Rules and the By-Laws and any determination, resolution or policy which may be made or passed by the Management Committee or any duly authorised subcommittee;

(d) these Rules are made in pursuit of a common object, namely the mutual and collective benefit of the Association, the Members and the sport of diving;

(e) the Rules and By-Laws are necessary and reasonable for promoting the objects of the Association and particularly the advancement and protection of the sport of diving in South Australia; and

(f) they are entitled to all benefits, advantages, privileges and services of Association Membership.

10. DISCONTINUANCE OF MEMBERSHIP

10.1 Notice of Resignation

Subject to these Rules any Member who has paid all monies due and payable to the Association and has no other liability (contingent or otherwise) to the Association may resign from the Association by giving 1 month's notice in writing to the Association of such intention to withdraw or resign. Upon the expiration of that period of notice, the Member will cease to be a Member. A Life Member who has paid all monies (if any) due and payable to the Association may resign by notice in writing with immediate effect.

10.2 Expiration of Notice Period

Upon the expiration of any notice period applicable under Rule 10.1 an entry, recording the date on which the Member who or which gave notice ceased to be a Member will be recorded in the register.

10.3 Forfeiture of Rights

A Member who ceases to be a Member, for whatever reason, will forfeit all right in and claim upon the Association and its property including Intellectual Property. Any Association documents, records or other property in the possession, custody or control of that Member will be returned to the Association immediately.

10.4 Membership may be Reinstated

Membership which has lapsed, been withdrawn or terminated under these Rules may be reinstated at the discretion of the Management Committee, on application in accordance with these Rules and otherwise on such conditions as it sees fit.

11. DISCIPLINE OF MEMBERS

Where the Management Committee is advised or considers that a Member has allegedly:

(a) breached, failed, refused or neglected to comply with a provision of these Rules, the By-Laws, or any resolution or determination of the Management Committee or any duly authorised subcommittee; or

(b) acted in a manner unbecoming of a Member or prejudicial to the objects and interests of the Association and/or diving; or

the Management Committee may commence or cause to be commenced disciplinary proceedings against that Member, and that Member will be subject to, and submits unreservedly to the jurisdiction, procedures, penalties and appeal mechanisms of the Association.

PART V - GENERAL MEETINGS

12. GENERAL MEETINGS

12.1 Annual General Meeting

An Annual General Meeting of the Association will be held in accordance with the provisions of the Act and these Rules on a date and at a venue to be determined by the Management Committee.

12.2 Special General Meetings

All General Meetings other than the Annual General Meeting will be Special General Meetings and will be held in accordance with these Rules.

13. NOTICE OF GENERAL MEETING

13.1 Notice of General Meetings

(a) Notice of every General Meeting will be given to all Voting Members. The notice will be forwarded to the address appearing in the register kept by the Association. No other person will be entitled as of right to receive notices of General Meetings.

(b) Notice of a General Meeting will be given at least 14 days prior to the General Meeting and will specify the place and day and hour of the General Meeting.

13.2 Entitlement to Attend General Meeting

Despite any other Rule, no Member will be represented at, or take part in a General Meeting, unless all monies (set in accordance with Rule 7) then due and payable to the Association have been paid.

14. BUSINESS

14.1 Business of General Meetings

(a) The ordinary business to be transacted at the Annual General Meeting will be:

(i) to confirm the minutes of the preceding Annual General Meeting and of any General Meeting held since that meeting which have not already been confirmed;

(ii) the consideration of accounts, reports of the Management Committee (including in relation to the activities of the Association during the preceding financial year), diving coaches and auditors (if any);

(iii) to elect the members of the Management Committee under Rule 22; and

(iv) to appoint the Officers from amongst the elected Committee Members under Rule 23.2.

(b) All business that is transacted at a General Meeting, and also all that is transacted at the Annual General Meeting, with the exception of those matters set out in Rule 14.1(a) will be special business. 'Special business' is business of which a notice of motion has been submitted in accordance with Rule 15.

14.2 Business Transacted

No business other than that stated on the notice will be transacted at that meeting.

15. NOTICES OF MOTION

A Member who wishes to bring any business before a General Meeting may give notice of that business in writing to the Secretary, who will include that business in the notice convening the next General Meeting after receipt of that notice.

16. SPECIAL GENERAL MEETINGS

16.1 Special General Meetings May be Held

The Management Committee may, whenever it thinks fit, convene a Special General Meeting of the Association.

16.2 Requisition of Special General Meetings

(a) The Management Committee will convene a Special General Meeting on the requisition in writing of the lesser of 10 Voting Members or 20% of the Voting Members.

(b) The requisition for a Special General Meeting must state the object(s) of the meeting, be signed by the Members making the requisition and be sent to the Association. The requisition may consist of several documents in a like form, each signed by 1 or more of the Members making the requisition.

(c) If the Management Committee does not cause a Special General Meeting to be held within 90 days after the date on which the requisition is sent to the Association, the Members making the requisition, or any of them, may convene a Special General Meeting to be held not later than 90 days after that date.

(d) A Special General Meeting convened by Members under these Rules will be convened in the same manner, or as nearly as possible as that, in which meetings are convened by the Management Committee.

17. PROCEEDINGS AT GENERAL MEETINGS

17.1 Quorum

No business will be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. A quorum for General Meetings of the Association will be the lesser of 10 Voting Members or 20% of the Voting Members.

17.2 Chairperson of Management Committee to Preside

The Chairperson will, subject to these Rules, preside as chair at every General Meeting of the Association. If the Chairperson is not present, or is unwilling or unable to preside, the Committee Members will choose one of their number present who will, subject to these Rules, preside as chair for that meeting only.

17.3 Adjournment of Meeting

(a) If, within half an hour from the time appointed for the General Meeting, a quorum is not present, the meeting will be adjourned to such other day and at such other time and place as the Chairperson may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting will lapse.

(b) The Chairperson may, with the consent of any General Meeting at which a quorum is present, and will, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(c) When a General Meeting is adjourned for 30 days or more, notice of the adjourned meeting will be given as in the case of an original meeting.

(d) Except as provided in Rule 17.3(c) it will not be necessary to give any notice of an adjournment or the business to be transacted at any adjourned meeting.

17.4 Voting Procedure

At any General Meeting a resolution put to the vote of the meeting will be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded:

(a) by the Chairperson; or

(b) by the lesser of 10 Voting Members or 20% of the Voting Members.

17.5 Recording of Determinations

Unless a poll is demanded under Rule 17.4, a declaration by the Chairperson that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the book containing the minutes of the proceedings of the Association will be conclusive evidence of the fact without proof of the number of the votes recorded in favour of or against the resolution.

17.6 Where Poll Demanded

If a poll is duly demanded under Rule 17.4 it will be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairperson directs and the result of the poll will be the resolution of the meeting at which the poll was demanded.

17.7 Resolutions at General Meetings

Except where a Special Resolution is required, all questions at General Meetings will be determined by the majority of votes (as set out in Rule 18).

17.8 Minutes

The Secretary will keep minutes of the resolutions and proceedings of each General Meeting in books provided for that purpose, together with a record of the names of persons present at all meetings.

18. VOTING AT GENERAL MEETINGS

Each Voting Member in attendance in person or by proxy at a General Meeting, will be entitled to 1 vote on any question arising at that General Meeting. Except as otherwise provided in these Rules, in the case of an equality of votes on a question at a General Meeting, the Chairperson is entitled to a casting vote.

19. PROXIES

19.1 Proxy Voting Permitted

Proxy voting will be permitted at all General Meetings provided that a proxy form, in the form approved by the Management Committee from time to time, has been duly completed and executed and is lodged with the Secretary at or before the commencement of the meeting.

19.2 Instrument of Proxy

The instrument appointing a proxy will be deemed to confer authority to demand or join in demanding a poll. A Member will be entitled to instruct their proxy to vote in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may exercise the proxy vote as they think fit.

19.3 Voting by Parent of Diving Member

(a) Despite anything to the contrary contained or implied in these Rules, where a Diving Member or a Non-Diving Member is less than 18 years of age at the date of a General Meeting:

(i) that Member will not be entitled to vote in person or by proxy at that General Meeting; but

(ii) one parent of that Member will be entitled to exercise 1 vote on any question arising at that General Meeting.

(b) Any vote by a parent of a Diving Member or a Non-Diving Member under Rule 19.3(a)(ii) will be in addition to any vote which that parent is otherwise entitled to exercise under these Rules.

PART VI - THE MANAGEMENT COMMITTEE

20. POWERS OF THE MANAGEMENT COMMITTEE

The Management Committee:

(a) will direct and control the business and affairs of the Association;

(b) may, subject to these Rules and the Act, exercise all the powers and functions that may be exercised by the Association; and

(c) subject to these Rules and the Act, has the power to perform all acts and do all things that appear to the Management Committee to be necessary or desirable for the proper management of the business and affairs of the Association.

21. COMPOSITION OF THE MANAGEMENT COMMITTEE

21.1 Composition

The Management Committee will be comprised of not less than 5 (Minimum Positions), nor more than 9 (Maximum Positions), Committee Members, of which it is desirable that at least 1 Committee Member be a diving coach.

21.2 Period in Office

Subject to Rule 24, a Committee Member will hold office until the Annual General Meeting immediately following their election under Rule 22, but will be eligible for re-election.

21.3 Eligibility

Only:

(a) Diving Members; and

(b) Non-Diving Members,

who are at least 18 years of age will be eligible to be elected as Committee Members.

22. ELECTION OF COMMITTEE MEMBERS

22.1 Nominations

The Secretary will call for nominations as Committee Members at least 14 days before the last date on which the notice convening the Annual General Meeting may be despatched.

22.2 Form

Nominations must be:

(a) in writing;

(b) on the prescribed form (if any) provided for that purpose;

(d) accompanied by the written consent of the nominee (which may be endorsed on the form of nomination).

22.3 Receipt

Nominations must be received by the Secretary at least 4 days prior to the last date on which the notice convening the Annual General Meeting may be despatched.

22.4 Deemed Election

If the number of nominations received for the positions on the Management Committee:

(a) is equal to the Maximum Positions, then those persons nominated will be declared elected at the Annual General Meeting; or

(b) is less than the Maximum Positions, then those nominated will be declared elected at the Annual General Meeting, and further nominations for the remaining number of positions up to the Maximum Positions (Remaining Positions) may be called for by the Chairperson at the Annual General Meeting from the floor.

22.5 Ballot

If the number of nominations:

(a) made in accordance with Rule 22.2 exceeds the Maximum Positions, a ballot will be held; or

(b) made in accordance with Rule 22.4(b) exceeds the Remaining Positions, a ballot will be held for the Remaining Positions.

The Chairperson will preside over the election and will determine any issues that may arise.

23. OFFICERS OF THE ASSOCIATION

23.1 Officers

The Officers of the Association will be:

(a) a Chairperson;

(b) a Secretary; and

23.2 Appointment

At each Annual General Meeting, the Officers of the Association are to be appointed (by election) by the Voting Members from amongst those persons who have been elected at that Annual General Meeting as the Committee Members.

23.3 Number of Offices

A Committee Member may hold more than 1 of the offices referred to in Rule 23.1.

23.4 Application of Rules

Rules 22.4 and 22.5 will apply (with necessary modifications) to the appointment (by election) of the Officers

24. VACANCIES OF COMMITTEE MEMBERS

24.1 Grounds for Termination of Office of Committee Member

In addition to the circumstances (if any) in which the office of a Committee Member becomes vacant by virtue of the Act, the office of a Committee Member becomes vacant if the Committee Member:

(a) dies;

(b) becomes bankrupt or makes any arrangement or composition with their creditors generally;

(c) becomes of unsound mind or a person whose person or estate is liable to be dealt with in anyway under the law relating to mental health;

(d) resigns their office in writing to the Association;

(e) is absent without the consent of the Management Committee from 3 consecutive meetings of the Management Committee;

(f) is suspended or expelled from Membership;

(g) is removed from office by Special Resolution under Rule 24.2; or

(h) would otherwise be prohibited from being a director of a corporation under the Corporations Act.

24.2 Removal of a Committee Member

(a) The Association in a General Meeting may by Special Resolution remove any Committee Member, before the expiration of their term of office. If a Committee Member is removed in accordance with this Rule, the office of the Committee Member becomes vacant and will be filled in accordance with the procedure set out in Rule 24.3.

(b) Where the Committee Member to whom a proposed resolution referred to in Rule 24.2(a) makes representations in writing to the Secretary and requests that such representations be notified to the Members, the Secretary may send a copy of the representations to each Member or, if they are not so sent, the Committee Member may require that they be read out at the meeting, and the representations will be so read.

24.3 Casual Vacancies

(a) Any casual vacancy on the Management Committee may be filled by the remaining Committee Members.

(b) Any casual vacancy may only be filled for the remainder of the vacating Committee Member's term of office under these Rules.

24.4 Remaining Committee Members May Act

In the event of a casual vacancy or vacancies in the office of a Committee Member, the remaining Committee Members may act, but if the number of remaining Committee Members is not sufficient to constitute a quorum at a meeting of the Management Committee, they may act only for the purpose of increasing the number of Committee Members to a number sufficient to constitute such a quorum in accordance with Rule 24.3.

25. MEETINGS OF THE MANAGEMENT COMMITTEE

25.1 Management Committee to Meet

The Management Committee will meet as often as is deemed necessary in every calendar year for the dispatch of business and may adjourn and, subject to these Rules, otherwise regulate its meetings as it thinks fit. The Secretary will, on the requisition of 2 Committee Members, convene a meeting of the Management Committee within a reasonable time.

25.2 Decisions of Management Committee

Subject to these Rules, questions arising at any meeting of the Management Committee will be decided by a majority of votes and all questions so decided will for all purposes be deemed a determination of the Management Committee. All Committee Members will have 1 vote on any question. The Chairperson will also have a casting vote where voting is equal.

25.3 Resolutions not in Meeting

(a) A resolution in writing, signed or assented to by, facsimile, electronic mail or other form of visible or electronic communication by all the Committee Members will be as valid and effectual as if it had been passed at a meeting of Management Committee duly convened and held. Any such resolution may consist of several documents in like form each signed by 1 or more of the Committee Members.

(b) Without limiting the power of the Management Committee to regulate their meetings as they think fit, a meeting of the Management Committee may be held where 1 or more of the Committee Members is not physically present at the meeting, provided that:

(i) all persons participating in the meeting are able to communicate with each other effectively, simultaneously and instantaneously, whether by means of telephone or other form of communication;

(ii) notice of the meeting is given to all the Committee Members entitled to notice in accordance with the usual procedures agreed upon or laid down from time to time by the Management Committee and such notice specifies that Committee Members are not required to be present in person; and

(iii) any meeting held where 1 or more of the Committee Members is not physically present will be deemed to be held at the place specified in the notice of meeting provided a Committee Member is there present, and if no Committee Member is there present, the meeting will be deemed to be held at the place where the chairperson of the meeting is located.

25.4 Quorum

A quorum for a meeting of the Management Committee will be a majority of the Committee Members.

25.5 Notice of Management Committee Meetings

Unless all Committee Members agree to hold a meeting at shorter notice (which agreement will be sufficiently evidenced by their presence), not less than 7 days’ oral or written notice of the meeting of the Management Committee will be given to each Committee Member by the Secretary.

25.6 Validity of Management Committee Decisions

A procedural defect in decisions taken by the Management Committee will not result in such decision being invalidated.

25.7 Chairperson of Management Committee Meeting

The Chairperson will preside at every meeting of the Management Committee. If the Chairperson is not present, or is unwilling or unable to preside, the Committee Members will choose one of their number to preside as chair for that meeting only.

26. POWER OF CO-OPTION

The Management Committee may, by resolution, co-opt any person to the Management Committee, but any such person will not have a right to vote on any question before the Management Committee.

27. CONFLICTS

27.1 Conflict of Interest

A Committee Member must declare their interest in any:

(a) contractual matter;

(b) selection matter;

(d) other financial matter,

in which a conflict of interest arises or may arise, and will, unless otherwise determined by the Management Committee, absent themself from discussions of such matter and will not be entitled to vote in respect of such matter. If the Committee Member votes, the vote will not be counted. In the event of any uncertainty as to whether it is necessary for a Committee Member to absent themself from discussions and refrain from voting, the issue should be immediately determined by vote of the Management Committee, or if this is not possible, the matter will be adjourned or deferred.

27.2 Disclosure of Interests

The nature of the interest of such Committee Member must be declared by the Committee Member at the meeting of the Management Committee at which the contract or other matter is first taken into consideration if the interest then exists or in any other case at the first meeting of the Management Committee after the acquisition of the interest. If a Committee Member becomes interested in a contract or other matter after it is made or entered into the declaration of the interest must be made at the first meeting of the Management Committee held after the Committee Member becomes so interested.

27.3 General Disclosure

A general notice that a Director is a member of any specified firm or company and is to be regarded as interested in all transactions with that firm or company is sufficient declaration under Rule 27.2 as regards such Committee Member and the said transactions. After such general notice it is not necessary for such Committee Member to give a special notice relating to any particular transaction with that firm or company.

27.4 Recording Disclosures

It is the duty of the Secretary to record in the minutes any declaration made or any general notice given by a Committee Member in accordance with Rule 27.2 or Rule 27.3.

PART VII - MISCELLANEOUS

28. SECRETARY

The Secretary will:

(a) convene meetings in accordance with these Rules;

(b) keep minutes of General Meetings;

(d) carry out the other functions of the Secretary as are referred to elsewhere in these Rules; and

(e) carry out such other functions as the Management Committee may require from time to time.

29. TREASURER

The Treasurer will:

(a) collect and receive all moneys due to the Association;

(b) make all payments on behalf of the Association;

(c) keep correct books, records and accounts of the financial affairs of the Association with full details of all receipts and expenditure;

(d) carry out the other functions of the Treasurer as are referred to elsewhere in these Rules; and

(e) carry out such other functions as the Management Committee may require from time to time.

30. REGISTRAR

The Management Committee will appoint a Registrar, either from amongst their number or otherwise, who will be responsible for:

(a) collecting, keeping and maintaining records of Membership, including addresses and other contact details;

(b) verifying and recording dates of birth and other information that may be required in order for Diving Members to be eligible to participate in diving competitions and other events;

31. SELECTORS

The Management Committee will appoint at least 3 Selectors, either from amongst their number or otherwise, who will be responsible for:

(a) selecting divers and coaches to represent the Association in State, national and international diving competitions;

(b) selecting divers to join and participate in such elite, development, talent identification and other squads as may be established from time to time;

(d) carrying out such other functions as the Management Committee may require from time to time.

32. DELEGATIONS

32.1 Management Committee may Delegate Functions

The Management Committee may appoint from amongst the Committee Members, the Members, or otherwise, subcommittees, commissions, individual officers or consultants to carry out such duties and functions, and with such powers, as the Management Committee determines.

32.2 Restrictions on Delegation

The Management Committee may delegate such functions as it wishes, other than:

(a) this power of delegation; and

(b) a function imposed on the Management Committee by the Act or any other law, or these Rules or by resolution of the Association in General Meeting.

32.3 Procedure of Delegated Entity

The procedures for, and the quorum for a meeting of, any delegated entity, will be as determined by the Management Committee.

33. FINANCE

33.1 Source of Funds

The funds of the Association may be derived from annual Membership subscriptions, fees and levies payable by Members, donations, grants, sponsorships and such other sources as the Management Committee determines.

33.2 Application of Income and Property

The income and property of the Association will be applied and used solely in furtherance of the objects of the Association.

33.3 Payments to Members

(a) No portion of the income or property of the Association may be paid or distributed directly or indirectly to any Member except for payments for:

(i) services rendered to the Association whether as an employee or otherwise;

(ii) goods supplied to the Association in the ordinary and usual course of business;

(iii) interest on money borrowed from a Member;

(iv) rent for premises let to the Association; or

(v) any expenses incurred by the Member on behalf of the Association.

(b) Any payment or distribution under Rule 32.2(a) must not exceed the amount that would ordinarily be paid between commercial parties dealing at arms length.

33.4 Negotiable Instruments

All cheques, promissory notes, bankers drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Association, will be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by 2 Committee Members or 1 Committee Member and another person authorised by the Management Committee.

33.5 Financial Year

The financial year of the Association will commence on 1 July in one calendar year and end on 30 June in the following calendar year.

33.6 Public Officer

The Management Committee must appoint a public officer as required by the Act.

34. AUDITOR

The Management Committee may (and, if required by the Act, must) appoint an auditor. Any auditor will be appointed for such period of time as the Management Committee determines.

35. SEAL

35.1 Safe Custody of Seal

The Secretary will provide for the safe custody of the Seal.

35.2 Affixing Seal

The Seal will only be used by authority of the Management Committee. Every document to which the Seal is affixed must be signed by 2 Committee Members or by 1 Committee Member and countersigned by another person authorised by the Management Committee to countersign the document.

36. INDEMNITY AND INSURANCE

36.1 Committee Members to be Indemnified

Each past, present and future Committee Member and (any) other past, present and future officer of the Association will be indemnified out of the assets of the Association against any liability incurred by them in their capacity as a Committee Member or other officer in defending any proceedings, whether civil or criminal, in which judgment is given in their favour or in which they are acquitted.

36.2 Insurance

The Association may take out and maintain a directors' and officers' insurance policy for the benefit of past, present and future Committee Members and any other past, present and future officers of the Association, and pay the premiums associated with that policy.

37. WINDING UP

37.1 Winding up

The Association may be wound up in accordance with the provisions of the Act.

37.2 Surplus Assets

If upon the winding up or dissolution of the Association there remains, after the payment and discharge of all debts and liabilities, any surplus assets (as defined in the Act), those surplus assets will be paid to, or otherwise distributed amongst, one or more institutions having objects similar to those of the Association to be determined by the Management Committee at or before winding up or dissolution.

38. NOTICES

38.1 Manner of Notice

(a) Notices may be given by the Secretary to any Member by sending the notice by post or facsimile transmission or, where available, by electronic mail, to the Member’s registered address or facsimile number or electronic mail address.

(b) Where a notice is sent by post, service of the notice will be deemed to be effected by properly addressing, prepaying and posting the notice. Service of the notice is deemed to have been effected 2 days after posting.

(c) Where a notice is sent by facsimile transmission, service of the notice will be deemed to be effected upon receipt of a confirmation report confirming the facsimile was sent to/or received at the facsimile number to which it was sent.

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

38.2 Notice of General Meeting

Notice of every General Meeting will be given in the manner authorised by, and to the persons entitled to receive notice under, these Rules.

39. BY-LAWS

39.1 Management Committee to Formulate By-Laws

The Management Committee may (by itself or by delegation to a subcommittee) formulate, approve, issue, adopt, interpret and amend such by-laws, regulations and policies (By-Laws) for the proper advancement, management and administration of the Association, the advancement of the objects of the Association and the sport of diving, as it thinks necessary or desirable. Such By-Laws must be consistent with these Rules and generally consistent with the Diving Australia Constitution .

39.2 By-Laws Binding

All By-Laws made under this Rule will be binding on the Association and the Members.

39.3 By-Laws Deemed Applicable

All rules, by-laws and regulations of the Association in force at the date of adoption of these Rules insofar as such rules and regulations are not inconsistent with, or have been replaced by these Rules, will be deemed to be By-Laws under this Rule.

39.4 Notices Binding on Members

Amendments, alterations, interpretations or other changes to By-Laws will be advised to Members by means of notices approved and issued by the Management Committee. Notices are binding upon all Members.

40. ALTERATION OF RULES

These Rules may only be altered by Special Resolution.

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