As amended on the 22nd November 2011 at the Annual General Meeting of the

MANAGER / SECRETARY

55. 
    The Directors shall appoint a Manager / Secretary who shall be responsible for the conduct of the Newcastle Premiership League Competition and any other competitions the League may conduct and the administration of the League's full-time office staff and the co-ordination and participating in the formulation of policy through the committees created by the Board of Directors. The Manager so appointed shall hold office until he resigns or be replaced, in both cases, by giving or receiving one month's notice. The Directors may at their discretion waive the time notice and pay one month's salary in lieu thereof.
    

OFFICERS

56. 
    The League may appoint such officers and employees at such salaries for such periods and on such terms as it shall think fit and may subject to the conditions of the employment of such officers dispense with their services and re-appoint them or appoint other officers as it thinks fit.
    

PATRON/S

57. 
    The League may appoint a Patron/s of the League from time to time who shall hold office for as long as the League may determine. The Patron/s shall be entitled to attend all meetings of the League but shall not be entitled to vote.
    

GENERAL MEETINGS

58. 
    (a) An Annual General Meeting of the League shall be held in the month of November in each year. All General Meetings other than the Annual General Meeting shall be called extraordinary general meetings. Prior to the commencement of the Annual General Meeting and General Meetings the credentials of those present shall be checked to ensure they are all Members or approved proxy members.
    

(b) The business of the Annual General Meeting shall be as follows:-

(i) To receive reports from the Board of Directors;

(ii) To receive and consider the financial report of the auditors;

(iii) To appoint an auditor or auditors as and when required by the Act;

(iv) To receive the report of the Returning Officer and to declare the elected Directors;

(v) To deal with any other business set out in the Agenda paper.

3. 
   All business transacted at an Annual General Meeting other than that referred to in sub-clauses (i) and (v) inclusive above and all business transacted at any other general meeting shall be deemed special.
   

(d) The agenda paper for any general meeting shall be prepared by the Board.

59. 
    Any Director may whenever he thinks fit convene an extraordinary general meeting and extraordinary general meeting shall be convened on such requisition or in default may be convened by such requisitionists as provided by the Code.
    

60. 
    Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, fourteen (14) days notice at the least (exclusive on the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of the meeting and in case of special business, the general nature of that business shall be given to such persons as are entitled to receive such notices from the League.
    

61. 
    A notice may be given by the League to any member either personally, by sending it by post to him at his registered address, or to the address, if any, within Australia supplied by him or the League for the giving of notices to him, or by electronic means or by any other means as prescribed in the Act.
    

62. 
    Where notice is given to a member personally, service of such notice shall be deemed to have been effected on the first business day following the notice being sent.
    

63. 
    Where a notice is sent to a member by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting 3 days after the date of its posting.
    

64. 
    Where a notice is sent to a member by electronic means, service of the notice shall be deemed to have been effected on the first business day following the notice being sent.
    

65. 
    The accidental omission to give notice of a meeting, to, or non-receipt of notice of a meeting by any member shall not invalidate the proceedings of any meeting.
    

PROCEEDINGS AT GENERAL MEETINGS

66. 
    No business shall be transacted at any general meeting including any meeting of the General Committee unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided twenty (20) members present in person shall be a quorum. For the purposes of this Clause "member" includes a person attending as a proxy.
    

67. 
    If a quorum is not present within one-half hour of the time fixed for the holding of a meeting of the League, the meeting shall be dissolved if it was convened on or by the requisition of members and, if convened by the Chairman or by the Board of Directors, the meeting shall stand adjourned until the same time on the next day which is not a public holiday and if a quorum is not present at the adjourned meeting one-half hour of the time fixed for the holding of the meeting, the members present shall constitute a quorum.
    

68. 
    The Chairman of the League shall be the Chairman of every general meeting of the League and every meeting of the General Committee provided however that if the Chairman is absent or being present is unwilling to act as Chairman, the Deputy Chairman shall be the Chairman.
    

69. 
    In the event that the Chairman and Deputy Chairman are absent or being present are unwilling to act as Chairman members present personally or by proxy and entitled to vote shall choose one of the Directors to be Chairman or if no Director is present or if none of the Directors present are willing to act such members shall choose someone of their number to be Chairman.
    

70. 
    The Chairman may, with the consent of any meeting of the League at which a quorum is present, 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 from which the adjournment took place. When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
    

VOTING AT MEETINGS

71. 
    At all meetings of the League, the only persons entitled to vote shall be those members of the League referred to in Clause 10 (a) and (b)of this Constitution.
    

72. 
    Voting on the election of office bearers and of members of committees and sub-committees shall be by secret ballot by the preferential system of voting outlined in Schedule I to this Constitution which shall be read in conjunction with and deemed to form part of this Constitution.
    

73. 
    On all other questions voting shall be by a show of hands or division unless a secret Ballot shall be demanded before the question is put to the vote.
    

74. 
    The declaration of the Chairman as to the result of any vote shall be conclusive.
    

75. 
    On all questions the Chairman of the meeting shall have a deliberate vote and in the event of an equality of votes also a casting vote.
    

76. 
    Ballots shall be conducted by a returning officer appointed by the Board of Directors assisted by scrutineers as it deems fit to assist him.
    

77. 
    A person appointed as Returning Officer pursuant to the provision of this Clause shall in the performance of his duties act in accordance with the procedure set out in Schedule I of the Constitution.
    

78. 
    The members of the League referred to in Clauses 10 (a) and (b) at any meeting of the League or General Committee may appoint a proxy to attend and vote instead of such member. If the member is a representative of a District Club, Affiliated League, Association or the Referees Association, the proxy shall be a member of that District Club, Affiliated League, Association or Referees Association as the case may be.
    

79. 
    An instrument appointing a proxy may be in the following form or any other form which the Directors shall approve:-
    

Newcastle Rugby League Limited

I, of

being a member of the League hereby appoint

of

as my proxy, to vote on my behalf at the meeting of the League or General Committee to be held on the day of 20 and at any adjournment thereof.

Signed this day of 20
……………....................................................

80. 
    The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
    

81. 
    The instrument appointing a proxy shall be deposited at the registered office of the League not less than twenty-four hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
    

MAINTENANCE AND PRODUCTION OF RECORDS

82. 
    Each club shall keep such records of financial transactions as may be determined by the Board of Directors from time to time. Such records shall be produced as and when directed by the Board of Directors.
    

83. 
    The Board of Directors may require any member of any Club, Association or Affiliated League to attend before it to answer any questions relevant to the conduct of the League's business and to produce any letters, papers, books, cheques or other documents relating to such matters which the Board of Directors may require.
    

CONSTITUTION OF CLUBS

84. 
    The Constitution or Memorandum and Articles of Association of each Club and Affiliated League, Association or Referees Association and any Rules and / or Regulations or By Laws made thereunder shall be in such terms as are approved by the Board of Directors.
    

85. 
    Any proposed alteration, addition to or deletion from such Constitution, Memorandum and Articles of Association, Rules or Regulations or By Laws must be submitted to the Board of Directors for its approval which must be given before such proposed alteration, addition or deletion becomes operative.
    

86. 
    The Board of Directors may at any time require any Club, Association, or Affiliated League to alter, add to, or appeal provision of its Constitution, Memorandum and Articles of Association, Rules or Regulations or By Laws in such manner as it may direct.
    

87. 
    Each Club, Association or Affiliated League shall conduct its Annual General Meeting at least seven (7) days prior to the Annual General Meeting of the League.
    

COMPETITIONS

88. 
    The League may conduct such competitions between teams representing all or any of the Clubs or Affiliated Leagues as the Board of Directors may from time to time determine provided that the Board of Directors may at its discretion invite other Clubs to participate in any competition conducted pursuant to the provisions of this Clause.
    

89. 
    The conditions governing the playing of any competition conducted by the League shall be such as are determined by the Board of Directors.
    

FINANCIAL YEAR

90. 
    The financial year of the League shall commence on the first day of October in each year and shall end on the 30th day of September in the following year provided however that the first financial year shall commence on the date of incorporation and shall end on the 30th September thereafter.
    

SEAL

91. 
    The Directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Directors or of a Committee of the Directors authorised by the Directors in that behalf and every instrument to which the seal is affixed shall be signed by a Director and shall be countersigned by the Manager or by a second Director or by some other person appointed by the Directors for the purpose.
    

ACCOUNTS AND AUDITS

92. 
    The Directors shall cause to be kept such proper accounting and other records as will sufficiently explain the transactions and financial position of the League and enable true and fair profit and loss accounts and balance sheets and any documents required to be attached thereto to be prepared from time to time and shall cause those records to be kept in such manner as to enable them to be conveniently and properly audited.
    

93. 
    The said accounting and other records shall be kept at the registered office of the League or at such other place as the Directors think fit and shall at all time be open to inspection by the Directors.
    

94. 
    The Directors shall from time to time determine whether and to what extent and at what time and placed and under what conditions or regulations the accounting and other records of the League or any of them shall be open to the inspection of members not being Directors and no member (not being a Director) shall have any right of inspecting any account or book or document of the League except as conferred by statute or authorised by the Directors or by the League in general meeting.
    

95. 
    Subject to any extension of time granted pursuant to the Act, the Directors shall at the Annual General Meeting lay before the League in general meeting a profit and loss account for the period since the preceding account (or in the case of the first account since the incorporation of the League) made up to a date not more than five months before the date of the meeting together with a balance sheet as at the date to which the profit and loss account is made up.
    

96. 
    A copy of every profit and loss account and balance sheet (including every document required by law to be attached thereof) which is to be laid before the League in general meeting accompanied by a copy of the auditors report thereon shall, not less than fourteen (14) days before the date of the meeting, be sent to every person entitled to receive notice of general meetings of the League.
    

97. 
    Auditors shall be appointed and their duties regulated in accordance with the Act and any resolution of the League.
    

INDEMNITY

98. 
    Every Director, Manager, Agent, Auditor, Secretary and other officer for the time being of the League shall be indemnified out of the assets of the League against any liability incurred by him as such Director, Manager, Agent, Auditor, Secretary or other officer as aforesaid in defending any proceedings, whether civil or criminal, in which judgement is given in his favour in which he is acquitted or in connection with any application under the Act in which relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust.
    

LIFE MEMBER
99 (a) The General Committee may at a Special General Meeting convened each year elect not more than three persons to life membership of the League in accordance with procedures set out in Schedule 2 hereof. Life Membership of the Newcastle Rugby League entitles the holder and one companion to admission to all matches played in the Newcastle Rugby League area. Amended 22/9/03

2. 
   Life Membership of the League may be conferred upon persons elected in accordance with the procedures set out in Schedule 2 hereof who have completed service to the League in the following capacities:-
   

(i) any person who has performed outstanding service to Rugby League in the Newcastle Rugby League Division for at least 20 years. Amended 18.11.08

(ii) any player of an Affiliated Club who has been selected for and played 25 or more matches in representative teams of this company and / or its predecessor.

(iii) any player of an Affiliated Club who has played 250 games for his club.

3. 
   The service performed for a person to be conferred with Life Membership of the League shall be from the time the person has attained the age of 16 years.
   

(d) Notwithstanding the provisions of the preceding Clause the General Committee may at the time confer life membership on person who have completed at least 40 years of continuous services, within the Newcastle District, in one or more of the following capacities: Amended 18.11.08

9. 
   a playing member of a Club;
   

(ii) a member of the General Committee or a Sub-Committee of the General Committee of the NRFL or the League;

(iii) a member of the Committee of a Club or of the Referees Association;

(iv) an active member of the Referees Association; Amended 18 November 2008

(v) a member of the General Committee of an Affiliated League.

(e) The board of Directors has the discretionary power to recommend to the General Committee a Life Member to the Newcastle Rugby League, outside of the criteria listed in Clause 99 (b), (c) and (d)’.
AFFILIATED LEAGUE / ASSOCIATION
100. Each Affiliated League or Association shall have complete autonomy in dealing with disputes, protests and disqualifications and its decisions on such matters shall be final provided that each Affiliated League or Association may appeal to the League against a decision to disqualify or suspend it or him.
SCHEDULE I
VOTING PROCEDURES:

1. 
   In the conduct of any election provided for under the provisions of this Constitution a Returning Officer shall act in accordance with the following procedures:-
   

1. 
   In the case of an election for one candidate only:
   

1. 
   A candidate who receives the number of first preference votes greater than half the total number of formal ballot papers shall thereupon be elected.
   
2. 
   Where no candidate has received and absolute majority of first-preference votes, the Returning Office shall proceed with scrutiny as follows:
   

(a) The candidate who received the fewest first preference votes shall be excluded, and each ballot paper counted to him shall be counted to the candidate next in order of the voter's preference.

(b) Then if no candidate has an absolute majority of votes, the process shall be repeated by excluding the next candidate who has the fewest votes, and counting each for his ballot papers to the unexcluded candidates next in the order of the voter's preference, until one candidate has received an absolute majority of votes and is elected.

2. 
   In any case where two or more candidates are to be elected:
   

1. 
   The votes shall be classified into two categories as follows:
   

(a) The preference votes to the number of vacancies to be filled shall be termed the "primary" votes, and shall have equal value in the first count and be credited to the Candidate for whom they re cast, whether marked 1, 2 or 3 etc, according to the number of vacancies.

(b) The preference votes beyond those referred to in (i) shall be termed the "secondary" votes, shall have rank according to their numerical order.

2. 
   The "primary" votes shall first be counted and a list shall be prepared of the Candidates in order according to the primary votes cast for them. The Candidate who is lowest on the list thus compiled shall be excluded from election.
   
3. 
   Each ballot paper on which such excluded Candidate received the first-preference of "primary" votes shall then be scrutinised as regards the "secondary" votes, and the next available preference vote (secondary) on each ballot paper shall be added to the total credited to each unexcluded Candidate on the first count.
   
4. 
   On the conclusion of the second count the Candidate then lowest on the list shall be excluded. Each ballot paper on which such Candidate received the first preference of "primary" votes shall be scrutinised as regards the "secondary" votes, and the next available preference (secondary) on each ballot paper shall be added to the total credited to the respective remaining Candidates on the first and second counts. Should the next available preference vote be cast in favour on an excluded Candidate, it shall be disregarded, and the next available preference vote cast in favour of a remaining Candidate shall be added to the total credited to that Candidate. This process of exclusion and distribution of "secondary" votes shall be repeated until only the number of Candidates required to fill the vacancies remains.
   
5. 
   In the case of an equality of votes during the progress of the count, that Candidate shall be excluded who has the lowest number of higher preference votes, for which purpose the whole of the preference on the ballot paper shall rank according to the numerical order, ie.. the Candidate who has the lowest progressive total at the previous count is excluded. In the event of there still being equality the position at the second last count is taken and this procedure is repeated back to the first count if necessary. In the event of there still being equality, the Chairman shall decide by his casting vote which Candidate shall be excluded.
   

3. 
   Where, in this Constitution or in the Rules and Regulations made thereunder, provision is made for the election of a deputy member of a Committee or Sub-Committee, the election of such deputy member shall be conducted by a separate ballot immediately after the election of the Committee or Sub-Committee.
   

SCHEDULE 2
PROCEDURE FOR ELECTION OF LIFE MEMBERS:

1. 
   Nominations for elections to Life Membership of the League pursuant to the provisions of Article 85 will close on the last Monday in June each year and nomination received will be considered during the month of July in the same year.
   

2. 
   Nominations must be in writing, in the form provided by the League, bear the signature of the proposer and the consent of the nominee and be accompanied by a statement by the nominee as to his service to game.
   

3. 
   Nominations received, pursuant to the above shall be referred to the General Manager who will furnish to the General Committee a report as to the correctness or otherwise of the statement accompanying such nominations.
   

4. 
   Provided a quorum as prescribed in Clause 66 of this Constitution has been established, a ballot will be conducted in which each member of the General Committee present and entitled to vote must record a vote in the affirmative or negative in respect of each nominee provided that the number of affirmative votes so recorded shall not be more than five and not necessarily five.
   

5. 
   The three nominees then receiving the highest number of affirmative votes, provided that such number is a number equal to at least 3/5ths of the number of persons voting, shall be declared elected to life membership of the League. If no nominee is thereby elected, no life member will be elected for that year.