AUSTRALIAN RUGBY LEAGUE REFEREES' ASSOCIATION INC.

OBJECTS and RULES

NAME

The name of the Association shall be the Australian Rugby League Referees' Association Incorporated and is herein after referred to as the Association.
MISSION STATEMENT

To promote Rugby League refereeing through the development and implementation of uniform national policy.
OBJECTS

The objects for which the Association is established are:-

To develop and implement uniform national policies on all matters related to Rugby league refereeing in Australia.

To foster the recruitment, coaching, development and welfare of Rugby League referees throughout Australia.

To unify, strengthen and expand the Rugby League Referees' Association network.

To promote dialogue with and between Rugby league Referees' Associations of other nations.

To administer laws relating to rugby league football and to take such action as may be necessary to achieve uniformity in interpretation of such laws.

To gain and maintain affiliation with the Australian Rugby league Limited and abide by its constitution, rules and regulations.

To print, publish and distribute periodicals, newsletters, leaflets etc. that the Associations may think desirable to promote and achieve its objects.

To promote goodwill, social fellowship and cooperation amongst members.

PART I - PRELIMINARY
DEFINITIONS

In these rules:

THE ASSOCIATION means the incorporated body namely the Australian Rugby League Referees' Association Incorporated.

THE BOARD means the Board of Directors of the Australian Rugby League Referees' Association Incorporated.

DIRECTOR means a member of the Board of Directors of the Australian Rugby League Referees' Association Incorporated.

DELEGATE means a member of the Association who has been appointed by his or her State Association or Affiliated Association to represent and vote on behalf of that body at a general meeting of the Association.

STATE ASSOCIATION means the following senior bodies - New South Wales Rugby League Referees' Association Inc., Queensland Rugby League Referees' Board Inc., New South Wales Country Rugby League Referees' Association, Victorian Rugby League Referees' Association Inc., South Australian Rugby League Referees' Association Inc., Western Australian Rugby League Referees' Association, Northern Territory Rugby League Referees' Association Inc., Tasmanian Rugby League Referees' Association Inc.

AFFILIATED ASSOCIATION means any Rugby League Referees' Association, within Australia, that is affiliated with a State Association.

ARL means the Australian Rugby League Limited.

SPECIAL GENERAL MEETING means a general meeting of the Association other than an annual general meeting.

THE ACT means the Associations' Incorporation Act (NSW) 1984.

THE REGULATION means the Association s Incorporation Regulation (NSW) 1994.

MODEL RULES means the Model Rules for the Incorporation of Associations prepared by the New South Wales Department of Fair Trading. Where in relation to any matter the Model Rules make provision but the rules of the Association do not make provision, the provisions of the Model Rules shall be deemed to be included in the Rules of the Association.

A REFERENCE TO A FUNCTION includes a reference to a power, authority and duty.

A REFERENCE TO THE EXERCISE OF A FUNCTION includes, if the function is a duty, a reference to the performance of the duty.

THE PROVISIONS OF THE INTERPRETATION ACT 1987 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.

PART II - MEMBERSHIP
MEMBERSHIP QUALIFICATIONS

A person is qualified to be a member of the Association if, but only if:

The person is a person referred to in section 15 (1) (a) of the Act and has not ceased to be a member of the Association at any time after incorporation of the Association under the Act; or

The person is a financial member of a State Association or a financial member of an Affiliated Association and has been approved for membership by the Board.
NOMINATIONS FOR MEMBERSHIP

Each State and Affiliated referees' Association shall nominate their financial members for the membership of the Association by providing the Chief Executive of the Association with their names, addresses and folio numbers before the 30th April each year and advise the Association of any amendments to the list as they occur thereafter.

As soon as practicable after receiving nominations for membership, the Chief Executive must refer the nominations to the Board for confirmation.

When the Board confirms a nomination for membership, the Chief Executive must as soon as practicable after the confirmation: (a) notify the nominee of the outcome (b) enter the nominee's name in the register of members and on the name being so entered, the nominee becomes a member of the Association.

Members of the Association are not required to pay an entrance fee on joining the Association nor are they required to pay an annual subscription.
CESSATION OF MEMBERSHIP

A person ceases to be a member of the Association if the person:

Dies

Has membership by virtue of Rule 2, resigns that membership,

Is expelled from a State Association or an Affiliated Association,
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Resigns from membership of their State or Affiliated Association.
MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE

A right, privilege or obligation which a person has by reason of being a member of the Association:

Is not capable of being transferred to another person and;

Terminates upon cessation of the person's membership.
RESIGNATION OF MEMBERS

When a member of the Association ceases to be a member, the Chief Executive Officer shall make an appropriate entry in the register of members recording the date which the member ceased to be a member.
LIFE MEMBERSHIP

State and Affiliated Associations may nominate their members for Life Membership of the Association. To be eligible for Life Membership of the Association a person must be a Life Member of the nominating State or Affiliated Association

After due consideration of the records of eligible nominees, the Board may recommend a person or persons for Life Membership of the Association.

To be elected a Life Member of the Association a person nominated by the Board must receive sixty per sent (60%) of the votes cast in a secret ballot at the Annual general Meeting.
REGISTER OF MEMBERS

The Public Officer of the Association shall maintain a register of members of the Association specifying the name and address of each person together with the date on which the person became a member.

The register of members shall be kept at the principal place of administration of the Association and shall be open for inspection, free of charge, by any member of the Association at any reasonable hour.
FEES AND SUBSCRIPTIONS

Each State Association shall pay to the Association an annual subscription of ten (10) dollars. The annual subscription shall be due for payment on the first day of January each year.
MEMBERS' LIABILITIES

The liability of a member of the Association to contribute towards the payment of the debts of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association as required by Rule 15.
RESOLUTION OF INTERNAL DISPUTES

Disputes between members (in their capacity as members) of the Association, and disputes between members and the Association, are to be referred to a community justice centre in accordance with the Community Justice Centres Act 1983.
DISCIPLINING OF MEMBERS

A complaint may be made by any member of the Association that another member of the Association;

Has persistently refused or neglected to comply with a provision or provisions of these rules; or

Has persistently and wilfully acted in a manner prejudicial to the interests of the Association.

On receiving such a complaint, the Board must refer the matter to the member's State Association for action under the disciplinary provisions of that State Association's constitution.

If the Board has reasonable grounds to believe that any State Association has failed to make proper inquiry after receiving a complaint of the nature referred to in Rule 21, it may direct the State Association to commence or complete an inquiry and in the event of the State Association failing to comply within reasonable time the board may take such action as it deems fit.

PART III - THE BOARD OF DIRECTORS

POWERS OF THE BOARD

The Board, subject to the Act, the regulation, these rules and to any resolution passed by the Association t a general meeting:

Is to control and manage the affairs of the Association; and

May exercise all such functions as may be exercised by the Association, other than those functions that are required by these rules to be exercised by a general meeting of members of the Association; and

Has the power to perform all such acts and do all such thongs as appear to the Board to be necessary or desirable for the proper management of the affairs of the Association.
CONSTITUTION AND MEMBERSHIP

Subject in the case of the first members of the Board to section 21(b) of the Act, the Board is to consist of nine (9) Directors comprised of -

Six (6) Directors who shall be the President and Secretary of each of the three State Associations-

the New South Wales Rugby League Referees' Association

the Queensland Rugby League Referees' Board

the New South Wales Country Rugby League Referees' Association.

One (1) Director who shall be elected by State Associations, other than those by virtue of Rule 22 (a), from nominations received from these State Associations.

The Honorary Chief Executive Officer.

One Director who shall be elected by the Directors holding office by virtue of Rule 22 (a), (b) and (c) at the first meeting of the Board each year. Such person does not necessarily have to be a member of the Association.

Subject to these rules, Directors appointed or elected to the Board by virtue of:

Rule 22(a) shall hold office until replaced by their respective State Association.

Rules 22(b) and (c) are to hold office for a period of three (3) years from the date following election/appointment, but are eligible for re-election.

In the event of a casual vacancy occurring in the membership of the Board, the Board may appoint a member of the Association to fill that vacancy. The casual member so appointed will hold office until the new Director is appointed or elected as prescribed by Rule 22.
ELECTION OF DIRECTORS

The ballot for the election of the Directors refereed to in Rule 22(b) will be preferential and conducted in such a usual and proper manner as the Board may decide.

At the first meeting of the Board following the Annual General Meeting the Directors holding office by virtue of Rule 22(a),(b) and (c) shall elect a Chairman and a Deputy Chairman.
HONORARY CHIEF EXECUTIVE OFFICER

The Board shall appoint an Honorary Chief Executive Officer for a three year term. The Honorary Chief Executive Officer shall become a member of the Board and will be responsible for the administration and financial management of the Association as well as coordinating and participating in the formulation of policy through the committees set up by the Board. It is the duty of the Honorary Chief Executive Officer to:

Lodge notice with the Association of his or her address as soon as practicable after being appointed;

Keep minutes of:

All appointments of Directors of the Board and members of Committees;

The names of Directors present at Board meetings and general meetings;

All proceedings at Board meetings and general meetings

Ensure that all money due to the Association is collected and received and that all payments authorised by the Association are made;

Ensure that correct books and accounts are kept showing that financial affairs of the Association, including full details of all receipts and expenditure connected with the activities of the Association.
DIRECTORS: CASUAL VACANCIES

A casual vacancy in the office of a Director occurs if the Director:

Dies

Ceases to be a member of the Association; or

Resigns office by notice in writing given to the Chief Executive Officer; or

Being appointed by virtue of Rule 22(a) is removed from office by the relevant State Association; or

Is removed from office under Rule 30; or

Becomes mentally incapacitated; or

Becomes insolvent under administration within the meaning of the Corporation Law; or

Is absent without the consent of the Board from all Board meetings held during a six (6) months period.
REMOVAL OF A DIRECTOR

Directors appointed by virtue of Rule 22(a) can only be removed from the office of Director, before the expiration of their term, by the State Referees' Association that originally appointed them. A Director so removed can only be replaced by the person holding the office in the State referees' Association held by the Director so removed.

The Board may by resolution at a Board meeting remove from office a Director appointed or elected by virtue of Rule 22(b), (c) or (d), before the expiration of the Directors term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the Director so removed.

A Director to whom a proposed resolution referred to in Rule 30 relates may make representation, either orally or in writing, to the Board meeting at which the resolution is considered.
BOARD MEETINGS AND QUORUM

The Board must meet at least once in each period of twelve (12) months at such place and times as the Board may determine. Additional meetings of the Board may be convened by the Chairman or Chief Executive Officer at the request of two other Directors.

The Chief Executive Officer must give each Director written notice of a Board Meeting at least seven (7) days before the time appointed for holding the meeting. The notice must specify the general nature of the business to be transacted at the meeting.

Any five (5) Directors of the Board constitute a quorum for the transaction of the business at a Board meeting.

No business is to be transacted as a Board meeting unless a quorum is present and if within one hour of the time appointed for the meeting, a quorum is not present, the meeting is to be dissolved.

At a Board meeting the Chairman or in the Chairman's absence, the Deputy Chairman is to preside; or if both are absent then one of the remaining Directors will be chosen by the Directors present at the meeting to preside.
DELEGATION BY THE BOARD TO COMMITTEES

The Board may, by instrument in writing, delegate to one or more committees (consisting of such member or members of the Association as the Board thinks fit) the exercise of such of the functions of the Board as are specified in the instrument other than:

This power of delegation; and

A function which is a duty imposed on the Board by the Act or any other law.

A function the exercise of which has been delegated to a committee under Rule 37 may, while the delegation remains unrevoked, be exercised from time to time by the committee in accordance with the terms of the delegation.

A delegation made under Rule 37 may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.

Despite any delegation under Rule 37, the Board may continue to exercise any function delegated.

Any act or thing done or suffered by a committee acting in the exercise of the delegation under this rule has the same force and effect as it would have if it had been done or suffered by the Board.

The Board may, by instrument in writing, at any time revoke wholly or in part the delegation made under Rule 37.

A committee may meet and adjourn as it thinks proper.
VOTING AND DECISIONS

Questions arising at a meeting of the Board or of any committee appointed by the Board are to be determined by a majority of votes of members of the Board or Committee present at the meeting.

Each member present at a meeting of the Board or of any committee appointed by the Board (including the person presiding) is entitled to one vote but in the event of an equality of votes, the person presiding may exercise a second or casting vote.

Subject to Rule 34, the Board may act despite any vacancy on the Board.

Any act or thing done or suffered, or purporting to have been done or suffered, by the Board or a committee appointed by the Board, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the Board or committee.
PART IV - GENERAL MEETINGS

ANNUAL GENERAL MEETINGS - HOLDING OF

With the exception of the first Annual General Meeting of the Association, the Association must, at least once in each calendar year and within the period of six (6) months after the expiration of each financial year of the Association, convene an annual general meeting.

The Association must hold its first annual general meeting within the period of eighteen (18) months after its incorporation under the Act and within the period of six (6) months after the expiration of the financial year of the Association.

Rules 48 and 49 have effect subject to any extension or permission granted by the Director-General under section 26(3) of the Act.
ANNUAL GENERAL MEETINGS - CALLING OF AND BUSINESS AT

The annual general meeting of the Association is, subject to the Act and Rules 48 and 49, to be convened on such date and at such place and time as the Board thinks fit.

In addition to any other business which may be transacted at an annual general meeting, the annual general meeting is to include the following:

Minutes of the last preceding annual general meeting and of any special general meeting held since that meeting.

Board reports on the activities of the Association during the last preceding year.

The statement which is required to be submitted to members under section 26(6) of the Act.

Life membership recommendations.

An annual general meeting must be specified as such in the notice convening it.
SPECIAL GENERAL MEETINGS - CALLING OF

The Board may, whenever it thinks fit convene a special general meeting of the Association.

The Board must on the requisition in writing of at least five (5) State Associations, convene a special general meeting of the Association.

A requisition of State Associations for a special general meeting:

Must state the purpose or purposes of the meeting; and

Be signed by an authorised officer of each State Association making the requisition; and

Be lodged with the Chief Executive Officer of the Association.

May consist of several documents in a similar form, each signed by one or more of the State Associations making the requisition.

If the Board fails to convene a special general meeting to be held within one (1) month after that date on which a requisition of State Associations is lodged with the Chief Executive Officer, any one or more of the State Associations who made the requisition may convene a special general meeting to be held not later than three (3) months after that date.

A special general meeting convened by a State Association as referred to in Rule 57 must be convened as nearly as is practicable in the same manner as general meetings are convened by the Board and any State Association that consequently incurs expense is entitled to be reimbursed by the Association for the expenses so incurred.
NOTICE

Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the Chief Executive Officer must at least fourteen (14) days before date fixed for holding a general meting, cause to be sent by pre-paid post to each State and Affiliated Association, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the Chief Executive Officer must, at least twenty one (21) days before the date fixed for the holding of the general meeting, cause notice to be sent to each State and Affiliated Association in the manner provided in Rule 59 specifying, in addition to the matters required under Rule 59, the intention to propose the resolution as a special resolution.

No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under Rule 52.

A member or a State Association or an Affiliated Association desiring to bring any business before a general meeting may give notice in writing of that business to the Chief Executive Officer who must include that business in the next notice calling a general meeting given after receipt of the notice from the member or the State Association or the Affiliated Association.
PROCEDURE

No item of business is to be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.

Fifteen (15) members present in person, (being members entitled under these rules to vote at a general meeting), constitute a quorum for the transaction of the business of a general meeting.

If within an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:

If convened on the requisition of State Associations is to be dissolved; and

In any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice, to each State and Affiliated Association, given before the day to which the meeting is adjourned) at the same place.

If at the adjourned meeting a quorum is not present within an hour after the time appointed for the commencement of the meeting, the members present (being at least nine [9]) is to constitute a quorum.
PRESIDING MEMBER

The chairman of the Board or in the chairman's absence, the deputy chairman, is to preside as chairperson at each general meeting of the Association. In the absence of both the chairman and the deputy chairman of the Board, the voting members present at the general meeting will elect a chairperson.
ADJOURNMENT

The chairman of a general meeting at which a quorum is present may, with the consent of the majority of voting members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

If a general meeting is adjourned for fourteen (14) days or more, the Chief Executive Officer must give written notice of the adjourned meeting to each State and Affiliated Association, stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

Except as provided in Rules 68 and 69, notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
MAKING THE DECISIONS

A question arising at a general meeting of the Association is to be determined on a show of hands and, unless before or on declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

At a general meeting of the Association, a poll may be demanded by the chairperson or by at least three (3) members present in person or by proxy at the meeting.

If a poll is demanded at a general meeting, the poll must be taken:

Immediately in case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or

In any other case, in such manner and at such time before the close of the meeting as the chairperson directs.

And the resolution of the poll on the matter is taken to be the resolution of the meeting on the matter.
SPECIAL RESOLUTION

A resolution of the Association is a special resolution:

If it is passed by a majority which comprises at least three-quarters of such members of the Association as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which 21 days' written notice specifying the intention to propose a resolution as a special resolution was given in accordance with these rules; or

Where it is made to appear to the Director-General that it is not practicable for the resolution to be passed in the manner specified in paragraph (a), if the resolution is passed in the manner specified by the Director-General.
VOTING

Voting on any question arising at a general meeting of the Association shall be restricted to one delegate from each State Association, one delegate from each Affiliated Association and each Director of the Association. Each person eligible to vote shall have one vote only.

All votes must be given personally or by proxy.

In the case of an equality of votes on a question at a general meeting the chairperson of the meeting is entitled to exercise a second or casting vote.

A delegate or a Director or a proxy is not entitled to vote at any general meeting of the Association unless all money due and payable by them, (or the Association they represent), has been paid.
APPOINTMENT OF PROXIES

Whenever a delegate from a State or an Affiliated Association is absent from a general meeting, a Director will automatically be appointed proxy. The person so appointed must be:

A Director holding office by virtues of Rule 22(a) or 22(b) and;

From or representing the delegates State Association.
PART V - MISCELLANEOUS

INSURANCE

The Association must effect and maintain insurance under section 44 of the Act. In addition to this insurance the Association may effect and maintain other insurance.
FUNDS - SOURCE

The funds of the Association are to be derived from annual subscriptions of State Associations, donations and subject to any resolution passed by the Association in general meeting, such other sources as the Board determines.

All money received by the Association must be deposited as soon as practicable and without deduction to the credit of the Association's bank account.

The Association must, as soon as practicable after receiving any money, issue an appropriate receipt.
FUNDS - MANAGEMENT

Subject to any resolution passed by the Association in a general meeting, the funds of the Association are to be used in pursuance of the objects of the Association in such manner as the Board determines.

All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any two (2) Directors or employees authorised by the Board.
ALTERATION OF OBJECTS AND RULES

The statement of objects and these rules may be altered, rescinded or added to only by special resolution of the Association.
COMMON SEAL

The common seal of the Association must be kept in the custody of the Public Officer and must be affixed to any instrument except by the authority of the Board and the affixing of the common seal must be attested by the signatures of either of two (2) Directors or of one (1) Director and of the Public Officer or Chief Executive Officer.
CUSTODY OF BOOKS

Except as otherwise provided by these rules, the Public Officer must keep in his or her custody or under his or her control all records, books and other documents relating to the Association.
INSPECTION OF BOOKS

The records, books and other documents of the Association must be open to inspection, free of charge, by a member of the Association at any reasonable hour.
SERVICE OF NOTICES

For the purpose of these rules, a notice may be served by or on behalf of the Association on any member either personally or by sending it by post to the member's address shown in the register of members.

If a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document is, unless the contrary is proved, taken for the purposes of these rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.
PUBLIC OFFICER

The Board shall appoint and ensure that the Association has a public officer at all times. To be eligible for an appointment as public officer a person must:

Be at least eighteen (18) years of age; and

Be a resident of the state of New South Wales; and

Be financially solvent; and

Must not be a patient, protected or incapable person in terms of the mental health Act 1958.