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MEMORANDUM OF ASSOCIATION – Document.03.1
NEWCASTLE RUGBY LEAGUE LIMITED
CONSTITUTION
As amended on the 22nd November 2011 at the Annual General Meeting of the Newcastle Rugby League Limited.
This Constitution shall overrule all previous Memorandums, Articles,
Rules and Regulations and By Laws of the League
Corporations Act 2001
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The name of the Company is NEWCASTLE RUGBY LEAGUE LIMITED (hereinafter called "the League").
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The clauses contained in this Constitution shall have no reference to any headings or marginal notes (if any) in the construction or interpretation thereof.
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Unless there is something in the subject or context inconsistent therewith:-
"AFFILIATED LEAGUE" shall mean the Hunter Region Primary Schools Sports Association and the Hunter Region Secondary Schools Sports Association, and shall include the successors and assigns thereof as shall be approved by the League; Removed Maitland and Coalfields Second Division RLFC
“ASSOCIATION” shall mean any Association approved by the Newcastle Rugby League Limited to participate within the League’s boundaries as set by the Country Rugby Football League of New South Wales Incorporated and shall include but is not limited to the Newcastle Rugby League Limited sub committees of the Maitland & Coalfields District Schoolboys Association, the Newcastle District Schoolboys Rugby League Association and the Newcastle and Hunter Rugby League Association and shall include the successors and assigns thereof as shall be approved by the League;
“CLUB” shall mean any club who participates in any Newcastle Rugby League Limited rugby league football competition.
"DISTRICT CLUB" means of any of the District Rugby League Football Clubs being the present existing football clubs of Newcastle Rugby League Limited namely:- Central Charlestown Rugby League Football Club Incorporated; Cessnock Rugby League Club Incorporated; Kurri Kurri Rugby League Football Club Limited; Macquarie Scorpions Rugby League Football Club Incorporated; Maitland Pickers District Rugby League Football Club Incorporated; Lakes United (Seagulls) Rugby League Football Club Incorporated; Nelson Bay Blues Rugby League Football Club Incorporated; South Newcastle Rugby League Football Club Incorporated; Raymond Terrace Rugby League Football Club Incorporated; Wyong Rugby League Club Limited; Western Suburbs Rugby League Football Club Incorporated and shall include such new clubs as shall, from time to time be admitted to the League together with successors and assigns of all such clubs as shall be approved by the League;
"CONSTITUTION" shall mean the Constitution of the Newcastle Rugby League Limited;
"COUNTRY RUGBY LEAGUE" means the Country Rugby Football League of New South Wales Incorporated and shall include the successors and assigns;
"LIFE MEMBER" means a Life Member of the League and includes a person who was a Life Member of the Newcastle Rugby Football League at the date of registration of the company;
"N.R.F.L." shall mean the unincorporated body known as the Newcastle Rugby Football League;
"REFEREES ASSOCIATION" means the Newcastle Coalfields Rugby League Referees Association and shall include the successors and assigns thereof as shall be approved by the League;
"SEAL" means the common seal of the League;
"SECRETARY and/or MANAGER" means any person appointed to perform the duties of a secretary of the League;
"THE ACT" means the Corporations Act 2001 and any statutory modification or enactment thereof;
"THE LEAGUE" means the above company namely Newcastle Rugby League Limited;
"THE OFFICE" means the registered office for the time being of the League;
"THE REGISTER" means the Register of Members to be kept pursuant to Section 169 of the Corporations Act 2001;
Words or expressions contained in this Constitution shall be interpreted in accordance with the provisions of the Corporations Act 2001 as in force at the date at which this Constitution becomes binding on the League;
In every case where in this Constitution general expressions are used in connection with powers, discretions or things such general expression shall not be limited to or controlled by the particular powers, discretions or things with which the same are connected. Any words and expressions denoting authority or permission shall be construed as words or expressions of authority merely and shall not be construed as words or expressions denoting directions or compulsory trusts. Subject as aforesaid any words defined in the Act shall if not inconsistent with the subject or the context bear the same meaning in these presents. The marginal notes shall not affect the construction of this Constitution.
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The objects for which the League is established and the powers of the League are:-
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To take over the funds and other assets and the liabilities of the present unincorporated body known as the Newcastle Rugby Football League.
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To foster and control the game of rugby league football throughout the Newcastle Rugby League area as defined by the Country Rugby Football League of New South Wales, and generally to take such action as may be considered conducive to its best interests, subject to the proviso that the League shall be controlled as provided by the rules of the Country Rugby Football League of New South Wales.
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To be affiliated with and co-operate with the Country Rugby Football League of New South Wales in fostering and control of the game.
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To provide and maintain grounds, playing fields, materials, equipment and other facilities for the game.
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To regulate and control the operations of all member bodies and affiliates.
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To regulate and control the relationships between member bodies and affiliates and the members thereof and to provide facilities for settlement of disputes, punishment of misconduct and for breaches of the Constitution of the League or any Rules or Regulations made by the League.
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To define the territories allocated to a District Club and from time to time to alter such territories.
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To determine the terms and conditions upon which persons may play for District Clubs.
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To determine which Clubs shall be entitled to enter teams in the Rugby League Premiership and other competitions conducted by the League or member bodies and affiliates, and the terms and conditions upon which and the manner in which Clubs shall make and renew such applications.
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To administer laws relating to rugby league football and to take such action as may be necessary to achieve uniformity in such laws.
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To raise money by subscription percentage or otherwise from Clubs or the players thereof.
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To make grants by way of gift and to render other financial assistance to the Clubs and other persons and bodies connected with the conduct of the game.
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To hear and determine upon and settle all questions on any matter relating to rugby league football.
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To hear and determine upon any allegation complaint or charge which may be made or laid against any Club or member thereof, the Referees Association or member thereof, any Association or member thereof, or any Affiliated League or member thereof involving a breach of the Constitution or the Rules and Regulations of the League, the National Code of Conduct or the laws relating to rugby league football.
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To inflict fines or penalties by way of suspension, expulsion or otherwise for any breach of the Constitution or the Rules and Regulations of the League, the National Code of Conduct or the laws relating to rugby league football or any Club or member thereof, the Referees Association or member thereof, any Association or member thereof, or any Affiliated League or member thereof, and a decision of the League in respect thereof shall be final conclusive and binding.
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To grant suspend exclude or forfeit the right of a District Club, Referees Association, Association or Affiliated League to membership of or representation on the League but so that right shall not be granted, suspended, excluded or forfeited without a resolution therefore passed by 75% majority of Directors at a meeting.
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To regulate and control the activities of players, coaches and referees of the League in any activity associated with rugby league football and in particular activities connected with television broadcasting, advertising, the writing of articles for newspapers and contributions to publications.
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To purchase or otherwise acquire rights in relation to the reproduction of rugby league football matches by film, videotape or by any other mode of reproduction visual or otherwise and to control the sale or hire of rights so acquired including the imposition of conditions under which such rights are used by a purchaser or hirer.
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To make donations for patriotic of charitable purposes.
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To control the use of the Program of Matches published by the League and to take such action as may be necessary from time to time to protect the rights of the League in respect of the Program of Matches.
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To delegate all or any of its powers to any Committee or any Committees consisting of one or more persons or to any Board or Tribunal appointed by the League.
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To borrow, raise or secure the payment of monies in such manner as the Directors may decide and with the approval of the Directors to lend money or give credit to any person or body of persons and to guarantee the payment of money and the performance of obligations by any person or body of persons.
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To employ staff for the purpose of carrying out its objects.
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Generally to do all things necessary for or incidental to the pursuit of the objects of the League.
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To buy, sell, exchange, let, mortgage or otherwise deal in real and personal property of any kind whatsoever and to import, export, manufacture, produce, treat, buy, sell, exchange, let or hire and generally deal in all kinds of goods, plant, machinery, merchandise and articles of any kind.
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To carry on any business enterprise or undertaking in any sphere or activities, which is permitted by, law and where the Directors may deem to be beneficial to the interests of the League.
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To enter into any arrangements with any governments municipalities or other corporations or public bodies or otherwise that may seem conducive to the League's objects or any of them or the League's interests and to obtain any rights and privileges which the League may think it desirable to obtain and to carry out exercise and comply with any such arrangements, rights, privileges and concessions.
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To establish superannuation funds and / or provident funds for the benefit of and to grant pension allowances, gratuities and bonuses to officer and ex-officers and employees or ex-employees of the League or any associated company of the dependents or connections of such persons to establish and maintain or concur in establishing and maintaining trust funds or schemes (whether contributory or non-contributory) with a view to providing pensions or other benefits for any such persons as aforesaid their dependents or connections and to support or subscribe to any charitable funds or institutions the support of which may in the opinion of the Directors be calculated directly or indirectly to benefit the League or its employees and to institute and maintain any club or other establishment or profit-sharing scheme calculated to advance the interests of the League or its officers or employees.
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To invest and deal with the money of the League in such manner as may from time to time be thought fit.
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To give indemnity or guarantee or to enter into any bond and to guarantee or become liable for the payment of money or for the performance of obligations of all kinds and to guarantee the account of or otherwise finance any person or persons company or companies business or undertaking.
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To accept payment for any property or rights sold or otherwise disposed of or dealt with by the League either in cash by installments or otherwise or in fully or partly paid-up shares of any company or corporation with or without deferred preferred or special rights or restrictions in respect of dividend repayment of capital voting or otherwise or in debentures or mortgage debentures or debenture stock mortgages or other securities of any company or corporation or partly in one mode and partly in another and generally on such terms as the league may determine and to hold dispose of or otherwise deal with any shares, stocks or securities so acquired.
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To lend money with or without security and to receive money on loan or deposit at interest or otherwise and to invest the monies of the League with or without security and upon such terms and conditions as may from time to time be determined by the Directors for the time being of the League and to vary sell or dispose of all such investments.
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To borrow or raise or secure the payment of money either alone or jointly or in partnership with any other person or corporation in such manner as the League may think fit and to secure the same or the repayment or performance of any debt liability contract guarantee or other engagement incurred or to be entered into by the League in any way and in particular by the issue of debentures perpetual or otherwise charged upon all or any of the League's property (both present and future) including its uncalled capital and to purchase redeem or pay off any such securities.
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To mortgage charge or grant a lien over its undertaking or all or any of its real / personal property and assets present or future and to issue at par or at a premium or discount and either for such rights powers privileges and conditions as may be thought fit debenture or debenture stock either permanent or redeemable or repayable or bonds notes preference shares bills of sale promissory notes and collaterally or further to secure any securities of the League by a Trust Deed or other assurance and in like manner to secure and guarantee the performance by the League of any obligation or liability it may undertake and to redeem and pay off such securities.
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To make, draw, accept, endorse, discount, negotiate, execute and issue promissory notes, bills of exchange, bills of lading warrants, debentures and other negotiable instruments or documents.
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To lend and advance money or give credit to any persons or firms, companies or corporations on such terms as may seem expedient and in particular (but without prejudice to the general effect of the foregoing words) to subsidiary holdings or associated companies and customers and other having dealings with the League and to borrow money with and on going and several or joint or several accounts with any person, firms, companies (whether subsidiary holdings or associated companies or not) or corporations and to give guarantees and become surety or security for any persons, firms, companies (whether subsidiary holdings or associated companies or not) or corporations and without exception and to execute and give all such mortgages, debentures, guarantees and other securities either alone or in association or jointly and severally or jointly or severally with any persons, firms, companies or corporations for any of the purposes aforesaid as may be thought proper.
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To grant or accept gifts howsoever made either alone or with others.
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To print and publish any newspapers, periodicals, books or leaflets that the League may think desirable for the promotion of its objects.
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The League may grant affiliation to any organisation or body of persons formed for the purpose of conducting a competition in the Newcastle Rugby League area, which competition is not confined to teams formed within the boundaries of any one District Club on such terms and conditions as the Board of Directors determine.
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The income and property of the League wheresoever derived shall be applied solely towards the promotion of the objects of the League as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of the League provided that nothing herein shall prevent the payment in good faith of any reasonable and proper remuneration to any officer or servant of the League or to any member of the League in return for any services actually rendered to the League nor prevent the payment of interest at a rate not exceeding interest at the rate for the time being charged by Bankers in Newcastle for overdraft accounts on money lent or reasonable and proper rent for premises demised or let by any member to the League or the repayment to any member of out-of-pocket expenses.
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If upon winding-up or dissolution of the League there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the League, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the League, and which shall prohibit the distribution of its or their income and property among its or their members to any extent at least as great as is imposed on the League under or by virtue of Clause 5 hereof, such institution or institutions to be determined by the members of the League at or before the time of dissolution, and in default thereof by the Chief Judge in Equity of the Supreme Court of New South Wales or such other judges of that Court as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provision, then to some charitable object.
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The liability of the members is limited.
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Every member of the League undertakes to contribute to the Property of the League in the event of the same being wound up while he is a member or within one year after he ceases to be a member for payment of the debts and liabilities of the League contracted before he ceases to be a member, and of the costs, charges and expenses of winding up and for the adjustments of the rights of the contributories among themselves such amount as may be required not exceeding Ten Dollars ($10.00).
MEMBERSHIP AND GENERAL COMMITTEE
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Subject to complying with this Constitution and the Rules and Regulations of the League the following persons shall be Members of the League and shall constitute the General Committee of the League save as is hereinafter provided shall continue to be Members until their successors are appointed or elected:-
(a) The Directors of the League, pursuant to Clause 29 of the Constitution;
(b) (i) Two representatives from each District Club, subject to the club fulfilling the Newcastle
Rugby League criteria for entry into the following year’s competition. Any District Club who does not fulfill such criteria or withdraws from the competition, shall automatically forfeit their membership to the General Committee of the League.
(ii) One representative of each Affiliated League;
(iii) One representative of each Affiliated Association;
(iv) One representative of the Referees Association;
(v) Such other persons as the Directors shall admit to membership.
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The occupants of the Offices of Chairman and Directors of the NRFL at the date of the incorporation of the League shall occupy the offices of Chairman and Directors of the League from that date and shall continue to hold those offices until the election of their respective successors at the first and subsequent Annual General Meetings of the League.
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An office bearer shall not hold office in any Club, Affiliated League or Association.
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The Chairman and Directors of the League shall be elected by secret ballot in accordance with Schedule I at the Annual General Meeting and shall hold office until the election of their respective successors at the next Annual General Meeting at which they shall be eligible for re-election.
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To be eligible for election to the office of Director a person must be a life member of the League or a member of a Club, Affiliated League, or Referees Association and must submit to the General Manager at least twenty one (21) days before the date of the Annual General Meeting a nomination in writing on the form provided by the League bearing the signatures of the proposer and seconder of such nomination who must be members of the General Committee and the candidate's consent to such nomination.
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Each Club shall be entitled to nominate two (2) eligible persons for membership one of whom shall be the Secretary or other full-time executive or administrative officer of the Club for membership of the League.
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The Referees Association and each Affiliated League shall be entitled to nominate one eligible person for membership of the League.
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To be eligible for membership of the League that person shall have completed and delivered to the Manager an application for membership (hereinafter called "application for membership" in the following form:-
"To the Manager,
Newcastle Rugby League Limited
I, of
hereby apply to become a member of the Newcastle Rugby League Limited and if accepted for membership agree to be bound by the Constitution and Rules and Regulations of the League.
DATED the day of 20
..…………..............................................................."
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Each District Club, Affiliated League, Association and the Referees Association shall immediately after the incorporation of the League and thereafter at least seven (7) days prior to the Annual General Meeting of the League give notice in writing to the Manager of the name of the persons nominated by a duly completed application or membership form by those representatives.
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The Board of Directors shall hold a meeting within fourteen (14) days of incorporation of the League and thereafter within three (3) days prior to each Annual General Meeting to consider and determine upon the applications for membership submitted by the representatives of each District Club, Affiliated League, Association and the Referees Association referred to in Clause 18 above. When an application has been admitted or rejected, the Manager shall forthwith notify the District Club, Affiliated League or Association of its acceptance or rejection as the case may be.
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In the event of the death, retirement, termination or expulsion of a member who is a representative of Club, Affiliated League, Association or the Referees Association, the Club, Affiliated League or Association whose representative he was shall forthwith give notice in writing to the Manager of the nomination of its representative to succeed the member who has so died, retired or been expelled and deliver to the Manager a duly completed application for membership form in respect of his successor.
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At the meeting of the Directors next following the receipt from an Affiliated League, a Club or Association of a nomination of a representative for membership to replace a representative who has died, retired, had his membership terminated or been expelled such application for membership shall be considered by the Board of Directors who shall determine upon the admission or rejection of the application for membership. When an application has been admitted or rejected, the Manager shall forthwith notify the Club, Affiliated League or Association of its admission or rejection as the case may be.
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A Club, Affiliated League or Association may terminate the membership of its representative by giving notice in writing of such termination to the League.
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No playing member of a Club shall be eligible to stand for election to the General Committee of the League unless the nomination of that person for the purposes of such election is accompanied by a request that if successful in such an election his name be removed from the list of registered players of the Club and by an application for ordinary membership of the Club.
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In the event of a vacancy occurring in any one of the offices of the General Committee referred to in Clause 10 between the date of one Annual General Meeting and the date of the next Annual General Meeting, the General Committee shall elect a person to fill that vacancy as soon as possible after that vacancy occurs.
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If any member of the League shall be guilty of any conduct which in the opinion of the Board of Directors is unbecoming of a member or prejudicial to the interest image or welfare of the League or makes public statements which in the opinion of the Board of Directors are damaging to the reputation of the League, the Board of Directors shall have the power to expel the member from the League provided that at least one week before the meeting of the League at which a resolution for his expulsion is passed, the member shall have had notice of such meeting and of what is alleged against him and that he shall at such meeting and before the passing of such a resolution have had an opportunity of giving orally or in writing any explanation or defence he may think fit.
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The Board of Directors may by a resolution passed by a majority of the Directors present at a meeting specially called for the purpose suspend, exclude or forfeit the right of a District Club, Affiliated League or Association to representation on the League as it thinks fit if the District Club, Affiliated League or Association shall:-
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be guilty of conduct which in the opinion of the League is unbecoming of a Club, Affiliated League or Association or is prejudicial to the interests, image or welfare of the League;
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amend, alter or otherwise change its constitution in such manner as to conflict with the Constitution and / or Rules and Regulations of the League or without approval of the Board of Directors.
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fail to pay to the League, the Country Rugby League, other Club, Affiliated League, Association or registered player any monies due by the Club to the League, the Country Rugby League, other Club, Association or player as the case may be after due notice has been given.
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fail to discipline any of its members who in the opinion of the League has engaged in any conduct unbecoming of that Club, Affiliated League, or Association or prejudicial to the interests, image, welfare of the League or makes public statements which in the opinion of the Board of Directors are damaging to the reputation of the League.
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Provided always that at least seven (7) days before the meeting of the Board of Directors at which the resolution is proposed the District Club, Affiliated league or Association shall have notice in writing of such meeting and that the secretary of such District Club, Affiliated League or Association shall at such meeting and before the passing of such resolution have had an opportunity of giving in writing or orally any explanation or defence he may think fit.
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A member shall cease to be a member of the League and his name shall be deleted from the Register of Members if the member:-
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dies;
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resigns as a member by notice in writing to the League;
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being a representative of a District Club, Affiliated League, or an Association is not nominated by such District Club, Affiliated League, or Association to be its representative for the following year in accordance with Article 18 or has his representation terminated by such District Club, Affiliated League, or that Association;
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is expelled from the League in accordance with Clause 25;
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being a representative of a District Club, Affiliated League, or Association if the right of such District Club, Affiliated League, or Association to representation on the League is suspended, excluded or forfeited by the League in accordance with Clause 26;
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being an employee of the League resigns or has his employment terminated.
DIRECTORS
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There shall be ten (10) Directors of the Newcastle Rugby League Limited.
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A Director of the League shall not be and shall not become during their respective terms of office, either paid employees or office bearers of any club. Amended 12/10/04
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The Directors shall soon after their election, elect from their numbers a Chairman and Deputy Chairman, and may do so from time to time, upon there being a vacancy in the office of Chairman.
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The Directors of the League referred to in Clause 29 shall be elected at the Annual General Meeting of the League in each year and they shall hold office until the next Annual General Meeting (subject to earlier removal as provided in this Constitution) when they shall retire but shall be eligible for re-election.
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The election of all members of the Board of Directors referred to in Clause 29 shall take place by secret ballot in accordance with Schedule I.
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The Chairman of the Board of Directors shall be the Chairman of the League.
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The League may remove a Director from the Board of Directors before the expiration of his period of office in accordance with the provisions of the Act.
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The office of a member of the Board of Directors shall become vacant:-
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if he ceases to be a member of the League;
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if he becomes prohibited from being a member of the Board of Directors by virtue of any order made under the code;
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if he ceases to be a member of the Board of Directors by virtue of this Constitution;
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if he becomes a bankrupt or makes any arrangement or composition with his creditors generally;
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if he becomes of unsound mind or a person whose person or estate is dealt with in any way under any law relating to mental health;
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if he tenders to the Board of Directors his resignation in writing and such resignation is accepted by the Board of Directors;
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if he absents himself from three (3) consecutive meetings of the Board of Directors without an endorsed leave of absence.
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The Board of Directors shall have power to appoint any person to the Board for the purpose of filling a casual vacancy and in such event such person shall hold office for such period of time as would have been applicable under Clause 32 had such vacancy not occurred. Such person shall be appointed from the same category of persons as the Director whom he succeeds.
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The continuing members of the Board of Directors may act notwithstanding any vacancy in the Board of Directors but if and so long as their number is reduced below the number affixed pursuant to this Constitution as the necessary quorum of the Board of Directors, the continuing member or members may act for the purpose of increasing the number of members of the Board of Directors to that number or for the purpose of summoning a meeting of the League, but for no other purpose.
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