Constitution & Rules

THE WILLUNGA GOLF CLUB INCORPORATED

THE CONSTITUTION OF THE CLUB

AMENDED AND APPROVED 11th APRIL 1997
Further Amended on 26th. November 1999
Further Amended on 22nd. November 2004
Further Amended on 24th. July 2006
Further Amended on 28th July 2008

0 PRELIMINARY
This Constitution has been amended ( and approved by resolution at the Special General Meeting on 11th April 1997), in order to eliminate from its clauses any reference to the District Council of Willunga, and the administration or workings of the Council relating to the golf course, and to be in accord with the agreement between the Club and the District Council of Willunga dated 29th September 1995, as amended.
This Constitution is passed in lieu of and so as to repeal all previous Articles of Constitution and Rules of the Club, except as to any matter or thing done or commenced to be done under such previous Constitution and Rules or any of them.

The Club is an incorporated association and as such the Club and the Committee of the Club are bound to the provisions of the Associations Incorporation Act 1985,
as amended.

THE CONSTITUTION OF THE CLUB

1 NAME
The name of the Club shall be The Willunga Golf Club Incorporated

2 OBJECTS
The objects of the Club are,
2.1 to provide facilities for its members for the playing of golf and such other sports as the committee may from time to time determine;

2.2 to do all things which the Club may think necessary or desirable for promoting the recreation, accommodation and comfort of its members;

2.3 to make such arrangements as may be thought desirable whether by purchase , leasing or licence for the use by the Club of land and premises as may be necessary or suitable for the purpose of or conveniently used in connection with any of the objects of the Club;

2.4 to promote and hold either alone or jointly with any other associations, clubs or persons, meetings, competitions or matches for sports facilities for the playing of which are provided by the Club and to offer, give or contribute towards prizes, medals and awards;

2.5 to establish, promote or to assist in the establishment or promotion of, and to subscribe to or become a member or associated or amalgamated with, any other club or association whose objects are complementary to the objects of the Club or the establishment or promotion of which may be beneficial to the Club;

2.6 to invest and deal with the monies of the Club;

2.7 to take all such actions as are incidental or conducive to the attainment of any of the above objects.

3 PROFITS NOT DIVISIBLE
The surplus funds ( if any ) arising from the transactions of the Club shall be applied in the furtherance of the Clubs objects and shall not be distributed amongst, nor shall it be an object of the Club to secure pecuniary profit for the members.

4 MEMBERSHIP
The Club shall consist of all persons who are life members and financial members duly elected pursuant to the Rules of the Club. The Club shall consist of such categories and numbers of members determined from time to time

5 MANAGEMENT
The business and affairs of the Club shall be managed by a Committee consisting of the President, Vice-President, Captain, Vice-Captain, Secretary, Treasurer, the Woman Captain and three more Category A, Category VA or Life Members.

6 SEALS and SEALHOLDERS
The Club shall have a common seal and such common seal shall only be affixed to an instrument by authority of a resolution of the Committee previously and in the presence of at least two sealholders and the President of the Club who shall sign every instrument to which the seal shall be so affixed and every such instrument shall be countersigned by the President. Every member of the Committee shall be a sealholder of the Club. Upon any sealholder ceasing to be a member of the Committee he shall cease to be a sealholder.

7 PUBLIC OFFICER
The Public Officer required by the provisions of the Association Incorporation Act 1985 as amended shall be the President of the Club and shall continue as Public Officer until he/she dies, resigns or is removed from office by the Committee.

8 INSURANCE
The Committee of the Club shall arrange suitable insurance to provide appropriate cover for members of the Committee, members of the Club and any person acting on behalf of the Club.

9 ACTS DEEMED VALID NOTWITHSTANDING
All acts of the Committee or any member thereof or of any officer of the Club shall be deemed to be valid notwithstanding that it may afterwards be discovered that some defect existed in the appointment of the Committee or of any member thereof or of the officer in question.

10 ALTERATION OF THE CONSTITUTION
This constitution may be added to, repealed or amended by resolution at any Annual General Meeting or Special General Meeting carried by a majority of at least two thirds of the members present and entitled to vote and voting thereon provided that notice of any addition or repeal or amendment of the Constitution to be made at an Annual General Meeting or Special General Meeting shall be given to the Secretary at least 30 days before the day set for the meeting.

11 INTERPRETATION
The Committee shall be the sole authority for the interpretation of this Constitution and of any Rules , regulations or by-laws made thereunder. The decision of the Committee upon any question of interpretation or upon any matter affecting the Club and not provided for by the Constitution, rules or by-laws made thereunder shall be final and binding upon the members.

12 WINDING UP
No resolution for winding up of the Club shall be deemed to have been passed unless notice to propose a resolution to that effect at a Special General Meeting shall have been given to the members and unless such proposition shall have been carried at such meeting by at least four-fifths of those entitled to vote at such meeting.

13 PROPERTY
The income and property of the Club, whencesoever derived shall be applied solely towards the promotion of the objectives of the Club 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 Club or relatives of the members, provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or servant of the Club, or to any member of the Club in return for any services actually rendered to the Club.

THE RULES OF THE CLUB

1 CATEGORIES OF MEMBERS
The Club shall have members in the following categories,
Category A 7 days
Category B 6 days
Category J Junior
Category V Veteran
Category AC Casual 7 Days

1.1 Category A ( Seven day member)

Any person over the age of 18 years maybe admitted and continue as a Category A Member upon payment of such annual fee as set down and subject to such conditions and restrictions as laid down by the Constitution and Rules of the Club. Such member shall have Full playing rights except as otherwise provided herein and be entitled to vote at any General meeting.

1.2 Category B ( Six day member)

Any person over the age of 18 years maybe admitted and continue as a Category B Member upon payment of such annual fee as set down and subject to such conditions and restrictions as laid down by the Constitution and Rules of the Club. Such member shall have Full playing rights from Sunday to Friday during the entire year, except as otherwise provided herein and be entitled to vote at any General meeting.

1.3 Category J ( Junior member)

1.3.1 Category J ( U18 )
Any person under the age of 18 years at the date of acceptance maybe admitted and continue as Junior Member upon payment of such annual fee as set down, and subject to such conditions and restrictions as laid down by the Constitution and Rules of the Club. Such member shall have Full playing rights except as otherwise provided herein.

1.3.2 Category J ( U21 )
A Category J ( U18 ) Junior member, upon attaining the age of 18 years and upon payment of such fees as set down, shall be eligible for election to the appropriate category of membership without further nomination but otherwise upon such conditions and restrictions as laid down by the Constitution and Rules of the Club.

1.3.3 Category J ( U12 ) ( Junior member)
The Committee may from time to time in its absolute discretion admit any person under the age of 14 years as a Category J ( U 12 ) Junior member in circumstances where it is deemed appropriate to do so, and upon payment of such fees as set down.

1.3.4 At no time shall a Category J ( U18 ) or J ( U12 ) Junior member restrict the playing rights of any Category A, B or V member.

1.4 Category V ( Veteran member)

Any person over the age of 70 years and having been a Member ( of any Category) for 25 continuous years, may by notice in writing to the Club Secretary no later than 30th of June in any one calender year apply to become a Veteran member for the year commencing 1st August, upon payment of such annual fee as set down, and subject to such conditions and restrictions as laid down by the Constitution and Rules of the Club. Veteran members shall apply as either:
Category VA ( Veteran member 7 day ) where such member shall have Full playing rights and be entitled to vote at an General meeting, or
Category VB ( Veteran member 6 day ) where such member shall have Full playing rights Sunday to Friday and be entitled to vote at any General meeting.

1.5 Category AC ( Casual Seven day member)

Any person over the age of 18 years maybe admitted and continue as a Category AC Member upon payment of such annual fee as set down and subject to such conditions and restrictions as laid down by the Constitution and Rules of the Club. Such member shall have the Rights to play on any day upon payment of the Daily Greenfee, as agreed. Such member shall not be entitled to vote at any General meeting.

1.6 Category L ( Life member)

Any member of the Club who has rendered valuable service to the Club may, at any general meeting of the Club, and on the recommendation of the Committee, be elected a Life member. A Life member shall be entitled to play in any Club competition without payment of competition fees, for a period determined by the Committee.

2 ELECTION OF MEMBERS

2.1 A person may join one category of membership. Members shall comply with the terms and conditions of their respective category of membership set out in these rules,

2.2 If at any time there are more candidates for election as members than there are vacancies in the categories sought then the Committee shall, subject to priorities granted by these rules, elect members in order of priority of nomination for membership, except as provided in Rule 3.

2.3 Every candidate for membership must complete the form prescribed accompanied by the relevant fee payment. The Committee shall consider the approval of the Membership at the Committee Meeting subsequent to lodgement of application, in accordance with Rule 2..5

2.4 The Secretary of the Club shall post on the principal notice board of the Club the names, addresses and categories of membership for all persons nominated, at least seven days prior to the election. Members objecting to the election of a candidate may do so in writing to the Secretary, the grounds for objection shall be disclosed in full.

2.5 The election of members shall be by ballot at a duly convened meeting of the Committee. Notwithstanding the provisions of Rule 2.5 a member of the Committee may record a vote on a resolution to elect a member by notice in writing to the Secretary of the Club if that member intends to be absent from the meeting at which the ballot is conducted.

2.6 A candidate whose application is rejected shall not be eligible for re-nomination for at least twelve ( 12 ) calender months from the date of rejection of application for membership. No candidate who has been rejected shall be admitted to Club activities as a guest.

2.7 The Committee’s ballot on each nomination for membership is final.

2.8 A member may with the approval of the Committee and on such terms as the Committee may determine change the members category of membership.

2.9 A candidate shall become a member as soon as they have been elected, and have paid their annual fee ( or part thereof ) for the current year.

2.10 On the election of each candidate the Secretary of the Club shall notify the person of their election and shall furnish them with a printed copy of the Rules of the Club.

2.11 A register of members of the Club shall be kept by the Secretary of the Club.

3 LIMITATION OF MEMBERSHIP

The number of members per category shall be limited as the Committee may from time to time decide, provided always that the total number of all categories of members at any one time shall not exceed 1300, and that the number of category A members at any one time shall not exceed 400.

4 TERMINATION OF MEMBERSHIP

4.1 A member may resign at any time. A member who resigns shall remain liable after the date of their resignation for the payment of any debts due including unpaid entrance fees, annual fees or other fees at the time of resignation.

4.2 If a member is
( a ) in breach of their obligations under these rules, or
( b ) in the opinion of the Committee so behaves as to render it no longer to be in the interests of the Club for that person to remain a member, the Committee may propose that the member's membership be terminated.

4.3 No members membership may be terminated unless;
( a ) the Committee shall have given the member with not less than seven ( 7 ) days prior notice in writing, an opportunity either in person or in writing to explain the conduct considered by the Committee as providing grounds to terminate membership.

( b ) special notice of the intended resolution to terminate the membership is given in the notice convening the meeting of the Committee at which it is proposed to consider the resolution.

( c ) the resolution to terminate the membership is approved by an absolute majority of the members of the Committee.

5 FEES

5.1 All fees shall be due and payable on the day of their expiry in each year, and Members are considered financial only if their fees are paid by the stated due date.

5.2 Members may pay their annual fees in such a manner as appoved by the Committee.

5.3 If a member is unfinancial that member shall not be eligible to play in any competition or take part in any activities of the Club, until that member has paid all debts owed by the member

6 THE COMMITTEE

The business and affairs of the Club shall be managed by a Committee consisting of the President, Vice-President, Captain, Vice-Captain, Secretary, Treasurer, the Woman Captain and three more Category A, Category VA or Life Members. Members shall be elected for one year after which period of election such Committee shall retire but shall be eligible for re-election.

7 CASUAL VACANCIES OF THE COMMITTEE

7.1 A casual vacancy shall occur in the Committee if the member dies, resigns or without obtaining leave of absence from the Committee for more than three ( 3 ) consecutive meetings of the Committee.

7.2 The Committee shall fill a casual vacancy by the appointment of a Category A, Category VA or Life member. A person appointed to fill the casual vacancy shall hold office until the next Annual General Meeting of the Club, at which an election shall be held.

8 ELECTION OF THE COMMITTEE

8.1 Vacancies on the Committee arising by virtue of the expiry of the term of the member shall be filled at an Annual General Meeting.

8.2 If no nominations are received for any one or more officers, nominations may be accepted from the floor at the Annual General Meeting and determined by ballot.

8.3 A candidate for the Committee shall be a financial Category A, Category VA or Life member proposed and seconded by a financial Category A, Category VA or Life member. The nomination shall be endorsed with the consent of the candidate.

8.4 The nomination for election to the Committee shall specify the office for which the candidate is nominated for election to the Committee.

8.5 No person shall be nominated at one time for more than one office.

8.6 The nomination shall be delivered to the Secretary at least thirty (30) days before the date set for the election.

8.7 A retiring member of the Committee shall be deemed to be duly nominated if the member notifies the Secretary in writing at least thirty (30) days before the day set for
the election, of that member's intention to stand for re-election.

8.8 A list of candidates shall be posted on the principal Club noticeboard at least fourteen (14) days before the day set for the election.

8.9 If no more persons are nominated for office than there are vacancies, the chairperson of the Annual General Meeting shall declare such persons duly elected.

8.10 If more candidates are nominated than there are vacancies to be filled, the election shall be by secret ballot. Such ballot shall be at the direction of the President and any decision by the President relating to the ballot or the conduct thereof including the interpretation of the Constitution insofar as they relate to elections, shall be final and conclusive. The candidate receiving the highest number of votes or the number of candidates receiving the greatest number of votes shall be elected. Only financial Category A, B, VA, VB and Life members shall be eligible to vote in an election.

8.11 The Committee shall appoint a Returning Officer to conduct the ballot and certify the result thereof to the chairman of the Annual General Meeting.

8.12 The Committee may provide for the recording of absentee votes by post of members unable to be present at the Annual General Meeting by virtue of sickness, being away on vacation, employment or other related reason prior to the commencement of the Annual General Meeting . The Committee may make such directions as it thinks fit as to the times at which counting of the votes shall commence, the closing of the ballot, the appointment of scrutineers and generally matters necessary for the management and control of the ballot.

8.13 The position of Woman Captain on the Committee, shall, in accordance with clause 11.4 of the Rules of the Club, be deemed duly elected, at the Annual General Meeting.

9 PROCEEDINGS OF THE COMMITTEE

9.1 The Committee shall meet at such times as it may determine but not less frequently than once in each quarter and in the absence of an alternate determination, at the Clubrooms.

9.2 If present, the President shall preside at all meetings of the Committee. If the President is absent from the meeting or is for any reason unwilling to act as chairperson of the meeting, the Vice President shall act as chairperson of the meeting. If both the President and the Vice president are either absent or unwilling to chair the meeting, the meeting shall elect a member of the Committee to act as chairperson.

9.3 The quorum for all meetings of the Committee is two thirds of its members.

9.4 Minutes of proceedings at each meeting of the Committee shall be entered in a book and be signed by the chairperson of such meeting or of some succeeding meeting, and a copy of such minutes shall be displayed on the principal noticeboard of the Club.

9.5 Each member of the Committee present at a meeting of the Committee shall have one vote. The chairperson of the Meeting shall have a deliberate vote and in the case of an equality of votes shall have a casting vote. Except as provided in Rule 2.5 a Committee member may vote only if personally present at a meeting of the Committee.

9.6 The Secretary shall convene a meeting of the Committee within seven ( 7 ) days of being requested to do so by any member of the Committee.

10 POWERS OF THE COMMITTEE

Without limiting or derogating the general powers conferred on the Committee by these Rules the following specific powers are conferred on the Committee;

10.1 To limit the number of members of each category and subject to these Rules to prescribe qualifications for and conditions of membership.

10.2 To regulate standards of conduct and dress of members, to discipline members for breaches of etiquette or the Rules of Golf or for unruly or unseemly conduct during
Club activities and to suspend or terminate membership in accordance with these Rules where the Committee considers that action to be appropriate in the
circumstances. Provided always that no member shall be expelled or suspended by the Committee until having been afforded the opportunity to show cause to the Committee
why expulsion or suspension should not be enforced.

10.3 To regulate the conduct of both competition and play on the course on Club competition days and to fixing playing times especially affecting members of different categories of membership.

10.4 To enter into contracts in which a member of the Club or member of the Committee may have a financial interest provided that;
( a ) the Committee shall not enter into any contract for the provision of goods or service in which a member of the Committee has a financial interest unless that member discloses the nature and extent of that interest, and
( b ) no member of the Committee shall vote on any resolution relating to a contract in which that member has a financial interest.

10.5 To reimburse any member of the Committee for out of pocket expenses incurred in connection with the discharge of duties as a member of the Committee.

10.6 To interpret these Rules in a manner binding on the members of every category in circumstances of conflict or of doubt as to their correct meaning.

10.7 To enter into such contracts and agreements on behalf of the Club as it thinks advisable and at all times dispose of the funds of the Club as it may deem in the best interests of and for carrying out the objects of the Club, but the Committee shall not enter into contracts for the purpose securing pecuniary profits to the members from the transactions of the Club.

10.8 To refer questions of general importance to the members in general meeting.

10.9 To make, amend and repeal such by-laws and regulations as it may think fit.

11 SUB COMMITTEES

11.1 The Committee may from time to time delegate to such sub-committees as it may appoint such of its powers and authorities as it may from time to time determine.

11.2 A sub-committee appointed pursuant to Rule 11.1 may but need not necessarily be comprise of members of the Committee.

11.3 The operations and functions of all sub-committees appointed pursuant to Rule 11.1 shall be governed by procedures approved by the Committee from time to time.

11.4 The Committee shall appoint a sub-committee specifically for organising and controlling the women's golf business of the Club, and that sub-committee shall,
(a) Comprise of the Woman President, Woman Captain, Woman Vice President, Woman Vice Captain, Woman Secretary and no more than four other members, all of whom must be financial, and
(b) be elected each year at a meeting, of only financial women members of the Club, which shall be prior to the Annual General Meeting of the Club, and at a date and time as decided by the women's sub-committee.
(c) The positions of Women President and Woman Captain to be two year positions rotating on alternate years.

12 GENERAL MEETINGS AND PROCEDURES

12.1 The Annual General Meeting of the Club shall be held at the Clubhouse in the fourth Week of July in each year, on such day and at such time of day as the Committee may determine.

12.2 If present, the President shall preside at all General Meetings. If the President is absent from the meeting or is for any reason unwilling to preside at the meeting, the Vice President if present, shall do so. If neither the President nor the Vice president is present or unwilling to preside the meeting, the meeting shall elect a member of the Committee to preside the meeting.

12.3 The business of each Annual General Meeting shall be;
( a ) to receive a report from the Committee, an audited statement of income and expenditure and balance sheet for the year ended on the 31st. March, and an auditor's report thereon
( b ) to elect office bearers and members of the Committee.
( c ) to appoint an auditor.
( d ) to appoint a Patron of the Club if considered appropriate
( e ) to deal with any item of special business.

12.4 Special business at an Annual General Meeting shall be that business in respect of which notice of intention to raise the same has been given by a Category A, Category VA or Life member to the Secretary of the Club thirty (30) days before the day set for the meeting.

12.5 The notice of the meeting shall contain details of any item of special business notice of which has been given to the Secretary.

12.6 Notice of all general meetings shall be given only to members eligible to vote, fourteen days before the day set for the meeting.

12.7 Notice of all general meetings shall be posted on the principal noticeboard of the Club thirty ( 30 ) days before the day set for the meeting.

12.8 A Special General Meeting maybe convened by direction of the Committee when ever it thinks fit and shall be convened within twenty one ( 21 ) days of a receipt of a requisition signed by not less than thirty ( 30 ) members eligible to vote specifying the subject matter for discussion at the meeting.

12.9 No business shall be transacted at a Special General Meeting except that for which notice has been given.

12.10 The quorum for any general meeting is thirty ( 30 ) financial Category A, B, VA ,VB or Life members. Only such members shall have the right to vote at a general meeting. No business shall be transacted at any meeting unless a quorum is present. If within thirty (30 ) minutes from the time appointed for the meeting a quorum is not present the meeting if convened upon requisition of the members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned meeting a quorum is not present within thirty ( 30 ) minutes from the time appointed for the meeting the members present and entitled to vote shall be a quorum.

12.11 All decisions at a general meeting shall be determined by a majority vote except where under this Constitution some other majority is required.

12.12 Any resolution, except as provided in Rule 8.10, put to the vote of the meeting shall be decided by a show of hands of the persons present and entitled to vote unless a poll is demanded by at least four ( 4 ) persons present and entitled to vote.

12.13 If a poll is demanded on any resolution by the requisite number of persons it shall be taken in such manner as the chairperson directs and either at once or after an interval. The result of the poll shall be deemed to be the resolution of the Club in general meeting.

12.14 No poll shall be demanded on the question of the election of a chairperson or on the adjournment of a meeting.

12.15 The chairperson of every general meeting shall have a vote and in the case of equality of votes a second or casting vote.

12.16 All resolutions carried at any Annual or Special General Meeting held in conformity with these rules shall be binding and conclusive upon all members of the Club, and no notice of motion to reconsider any such decision shall be received by the Committee before the next succeeding Annual General Meeting.

13 AUDIT AND ELECTION OF AUDITOR

There shall be at least one Auditor of the Club, who shall retire annually at the Annual General Meeting, but who shall be eligible for re-election. It shall be the duty of the Auditor to audit the books and accounts prepared by the Treasurer for submission at the Annual General Meeting and to certify as to the correctness thereof. Should any vacancy in the office of Auditor occur after any Annual General Meeting the Committee shall have the power to fill such vacancy until the next Annual General Meeting. The remuneration of the Auditor shall be fixed by the Committee.

14 ALTERATION OF THE RULES

These Rules may be added to, repealed or amended by resolution at any Annual General Meeting or Special General Meeting carried by a majority of at least two thirds of the members present and entitled to vote and voting thereon provided that notice of any addition or repeal or amendment of the Rules to be made at an Annual General Meeting or Special General Meeting shall be given to the Secretary at least thirty (30) days before the day set for the meeting.

15 ADDRESSES OF MEMBERS FOR NOTICES

15.1 Every member shall advise the Secretary of the Club of an address to which communications may be sent.

15.2 A notice sent to a member at the address appearing in the register of addresses shall be deemed served twenty four ( 24 ) hours from the time of posting irrespective of
whether or not the same is received by the member.

15.3 No meeting of the Club or action of the Committee shall be deemed invalid by reason that a member of the Committee or of the Club has not received any notice convening
a meeting of the Committee or a meeting of members as the case may be.

AMENDMENTS TO THE CONSTITUTION AND RULES OF THE CLUB Since 11th April 1997

At the Annual General Meeting on 26th November 1999 the following amendments
were proposed and carried

Rule of the Club
5.2 All fees shall be due and payable on the first day of July in each year. Members may pay fees on a quarterly basis as prescribed, and are considered
financial if their fees are paid by the due date of each quarter.

Was amended to Read
5.2 All fees shall be due and payable on the first day of July in each year.
Members may pay fees on a half yearly basis as prescribed, and are considered
financial if their fees are paid by the stated due date.

Constitution of the Club
5 MANAGEMENT
The business and affairs of the Club shall be managed by a Committee consisting of the President, Vice-President, Captain, Vice-Captain, Secretary, Treasurer and three more Category A, Category VA or Life Members. Members shall be elected for one year after
which period of election such Committee shall retire but shall be eligible for re-election.

Was amended to Read
5 MANAGEMENT
The business and affairs of the Club shall be managed by a Committee consisting of the President, Vice-President, Captain, Vice-Captain, Secretary, Treasurer ,
the Woman Captain and two more Category A, Category VA or Life Members.

Rules of the Club
6 THE COMMITTEE
The business and affairs of the Club shall be managed by a Committee consisting of the President, Vice-President, Captain, Vice-Captain, Secretary, Treasurer and three more Category A, Category VA or Life Members. Members shall be elected for one year after which period of election such Committee shall retire but shall be eligible for re-election.

Was amended to Read
6 THE COMMITTEE
The business and affairs of the Club shall be managed by a Committee consisting of the President, Vice-President, Captain, Vice-Captain, Secretary, Treasurer,the Woman Captain and two more Category A, Category VA or Life Members. Members shall be elected for one year after which period of election such Committee shall retire but shall be eligible for re-election.

Rules of the Club Clause 8.13 was added

8.13 The position of Woman Captain on the Committee, shall, in accordance with clause 11.4 of the Rules of the Club, be deemed duly elected, at the Annual General Meeting.

Rules of the Club Clause 11.4 was added

11.4 The Committee shall appoint a sub-committee specifically for organising and controlling the women's golf business of the Club, and that sub-committee shall,
(a) comprise of the Woman President, Woman Captain, Woman Vice President, Woman Vice Captain, Woman Secretary and two other women members,
all of whom must be financial, and
(b) be elected each year at a meeting, of only financial women members of the Club, which shall be prior to the Annual General Meeting of the Club, and at a date and time as decided by the women's sub-committee.
At the Annual General Meeting on 24th November 2000 the following amendments
were proposed and carried

Rules of the Club Clause 6
6 THE COMMITTEE
The business and affairs of the Club shall be managed by a Committee consisting of the President, Vice-President, Captain, Vice-Captain, Secretary, Treasurer,
the Woman Captain and two more Category A, Category VA or Life Members. Members shall be elected for one year after which period of election such Committee shall retire but shall be eligible for re-election.

Was amended to read
6 THE COMMITTEE
The business and affairs of the Club shall be managed by a Committee consisting of the President, Vice-President, Captain, Vice-Captain, Secretary, Treasurer,the Woman Captain and three more Category A, Category VA or Life Members. Members shall be elected for one year after which period of election such Committee shall retire but shall be eligible for re-election.

At the Annual General Meeting on 22nd November 2004 the following amendments
were proposed and carried

Rules of the Club Clause 5.1
5.1 The financial year of the Club shall end on 30th July in each year.

was amended to read
5.1 The financial year of the Club shall end on 31st March in each year.

Rules of the Club Clause 12.1
12.1 The Annual General Meeting of the Club shall be held at the Clubhouse in the fourth
Week of November in each year, on such day and at such time of day as the Committee may determine.

was amended to read
12.1 The Annual General Meeting of the Club shall be held at the Clubhouse in the fourth
Week of July in each year, on such day and at such time of day as the Committee
may determine.

At the Annual General Meeting on 24th July 2006 the following amendments
were proposed and carried

Rule 1, Amend to read,

1 CATEGORIES OF MEMBERS
The Club shall have members in the following categories,
Category A 7 days
Category B 6 days
Category J Junior
Category V Veteran
Category AC Casual 7 Days
Category L Life member

1.1 Category A (Seven day member)
Any person over the age of 18 years maybe admitted and continue as a Category A Member upon payment of such annual fee as set down and subject to such conditions and restrictions as laid down by the Constitution and Rules of the Club. Such member shall have Full playing rights except as otherwise provided herein and be entitled to vote at any General meeting.

1.2 Category B (Six day member)
Any person over the age of 18 years maybe admitted and continue as a Category B Member upon payment of such annual fee as set down and subject to such conditions and restrictions as laid down by the Constitution and Rules of the Club. Such member shall have Full playing rights from Sunday to Friday during the entire year, except as otherwise provided herein and be entitled to vote at any General meeting.

1.3 Category J (Junior member)
1.3.1 Category J (U18)
Any person under the age of 18 years at the date of acceptance maybe admitted and continue as Junior Member upon payment of such annual fee as set down, and subject to such conditions and restrictions as laid down by the
Constitution and Rules of the Club. Such member shall have Full playing rights except as otherwise provided herein.

1.5 Category AC (Seven day member, Casual)
Any person over the age of 18 years maybe admitted and continue as a Category AC Member upon payment of such annual fee as set down and subject to such conditions and restrictions as laid down by the Constitution and Rules of the Club. Such member shall have the Rights to play on any day upon payment of the Daily Greenfee,
as agreed. Such member shall not be entitled to vote at any General meeting.

Rule 5, Amend to read,

5 FEES
5.3 All annual fees shall be due and payable on the day of their expiry in each year. The Members are only considered financial if their fees are paid by the stated due date. Membership is for a 12-month continuous period.

5.4 Members may pay their annual fees in such a manner as set down and approved by the Committee.

Rule 12.3, Amend to read,

12.3 The business of each Annual General Meeting shall be;
( a ) to receive a report from the Committee, an audited statement of income and expenditure and balance sheet for the year ended on the 31st March, and an auditor's report thereon
( b ) to elect office bearers and members of the Committee.
( c ) to appoint an auditor.
( d ) to appoint a Patron of the Club if considered appropriate
( e ) to deal with any item of special business.

THE AGREEMENT OF THE CLUB

THIS AGREEMENT made the 20th day of June 1997 between The DISTRICT COUNCIL OF WILLUNGA of St Peters Terrace Willunga (herein called “the Council )of the one part and
The WILLUNGA GOLF CLUB Incorporated ( herein called “the Club” ) of the other part ,

WHEREAS

A ) The Council is the owner of the Willunga Golf Course ( herein called “ the golf course”) and the clubhouse and other improvements on the land where the golf course
is situated.

B) The Council manages and maintains the golf course and operates it as a public golf course.

C) The Club and its members use the golf course to play competitive and social golf.

D) The Club has requested the Council to grant it the exclusive right to use the golf course at the times hereafter mentioned.

E) The Council is willing to grant such rights upon the terms and conditions and for the fee set out in this agreement.

NOW THE PARTIES AGREE as follows:

1 Club Licence
Subject to Clause 3 the Council grants to the Club for the term of this agreement-

a) the exclusive right for the Club and its members to use the golf course on each and every Saturday from dawn until 3.30pm and on each and every Tuesday morning from 8.00am to 12 noon (winter) and from 7.00am to 11.00am(summer).

b) the right to use the golf course on six Sundays nominated by the Club and programmed Pennant Days in each year for mutually agreed times.

c) the priority right to use those portions of the clubhouse that are usually available by the public (herein after called “the clubhouse”) on every Saturday and every Tuesday during the times that the Club has the exclusive use of the golf course, and

d) when the golf course is open to the public, the right for members of the Club to use the golf course without payment of green fees according to their membership category but otherwise on the same conditions as apply to the public.

2 Pennant Competitions

a) The Club shall nominate to the Council the days on which it will require the golf course for Pennant competitions at the beginning of each year.

b) On the days nominated, the Club shall have priority use of the golf course at such times as may be mutually agreed between the Club and the Council.

3 Public use of the golf course

Not withstanding the provisions of Clause 1, the Council may, in consultation with the Club, permit members of the public to use the golf course on specified Club days at times when they will not impede members of the Club.

4 Use of the Clubhouse
On Saturdays the Club shall have the priority use of the clubhouse in accordance with Clause 1 (c) PROVIDED as follows;

a) when the Council has hired a room in the clubhouse for a function it shall notify the Club and the right of the Club to use that room on Saturdays shall end at 6.00pm,

b) the public may use the rooms in the clubhouse with the members of the Club.

5 Club Functions
The Club may use the clubhouse for functions and meetings at night on such days and at such times as may be agreed between the Council and the Club.

6 Liquor Licence
The Council or its agent shall at all times during the term of this agreement hold and maintain a general facility licence under the Liquor Licensing Act 1985 and shall keep the bar in the clubrooms open for business during the hours specified in the licence ( herein called “the licensed hours”).

7 Management of Golf Course
a) The Council shall manage control and maintain the golf course and its facilities.

b) The Club shall comply with all reasonable directions that may from time to time be given by the Council relating to the use of the golf course.

c) The Council shall employ such staff as may be necessary to manage and maintain the eighteen (18) hole golf course and its facilities subject to such limitations as may be imposed by the income of the Council from the golf course and the Council’s budgetary policies from time to time.

d) The Golf Course Superintendent shall be in charge of the golf course.

e) The President of the Club or his nominee shall be a member of any committee appointed for the purpose of employing the Golf Course Superintendent or the Golf Professional.

8 Closure of golf course
The golf course may be closed because of inclement weather by the Golf Course Superintendent or his nominee as considered appropriate.

9 Council Rules

The Club and its members shall comply with all rules and bylaws from time to time laid down by the Council relating to the course and facilities.

10 Golf Course and Facilities Committee
a) The Golf Course and Facilities Committee established as an advisory committee pursuant to Section 39 of the Local Government Act shall be comprised of such persons as shall be appointed by the Council and shall include at least one member of the Club nominated by the Club Committee.
b) The Course and Facilities Committee shall recommend to the Council, management and operational policies for the golf course and buildings and other facilities for which it is concerned.

c) The Committee shall elect its own chairperson. The executive officer of the committee shall be an employee of the Council.

11 Golf Course Maintenance and Greens Committee
a) The Golf Course Superintendent shall attend all meetings of the Club’s Greens Committee.

b) The Chairman of the Greens Committee shall consult with the Golf Course Superintendent on matters relating to the condition of the golf course that arise between meetings of the committee.

c) Any matter not resolved under the preceding provisions of this clause shall be referred to the Golf Course and Facilities Committee for consideration.

12 Control of Club Members
a) The Club may make rules relating to the conduct of its members on the golf course.

b) The Council shall report to the Club any member of the Club who commits any breach of the rules relating to the conduct of persons in the clubhouse or on the golf course.

c) The Club shall take such disciplinary action it thinks fit against any member of the Club who commits any breach of the rules of the Council and report such to Council.

d) The Club shall not take any disciplinary action against any person who is not a member of the Club; it may report to the Council any such person who commits any breach of the rules made by the Council.

13 Club Membership
a) In accordance with its constitution, the Golf Club shall determine the categories of membership of the Club and the number of members who may be admitted to each category and shall review such determination as required. However the Club shall consult with the Council prior to its final determination.

b) The committee of the Club shall approve applications for membership and shall report to Council any application for membership which is not approved and the reasons for the decision.

c) The membership and joining fees payable by the members of the Club shall be such amounts as are approved by the Council from time to time. The membership fee shall include a levy for insurance and affiliation.

d) The membership and joining fees shall not be increased in any year by a percentage greater than the percentage by which the All Groups Consumer Price Index for Adelaide for the quarter ending March in that year published by the Australian Bureau of Statistics increased over the said Consumer Price Index for the quarter ending March in the preceding year. Exceptions to this rule shall be by mutual consent of the Club and the Council.

14 Licence Fee and Payment of Membership Fees

All Club membership and joining fees shall be paid to the Council in each year during the term of this agreement and shall constitute the licence fee payable by the Club for the rights and licence granted to the Club under this agreement.

15 Terms of Agreement

The rights and licence hereby granted shall continue for a term of twenty years from the date hereof PROVIDED as follows;

a) the parties may review the operation of this agreement at the end of each year of the term for the purpose of resolving any questions that may arise during the year.

b) this agreement shall be re-negotiated at the end of the tenth year of the term if either party so requires.

c) the parties shall review the agreement if at any time the total membership of the Club is less than 95 percent of the total membership on the 15th day of August 1994(506 members).

16 First Option of Lease
a) The Golf Club shall have first option, all other things being equal, should the Council decide at a later date to pursue a lease agreement for the Course and Facilities.

b) Notwithstanding the above, should the Council lease the course to another body, a condition of such lease shall be that the tenancy rights of the Willunga Golf Club Inc. as contained in this agreement shall be continued.

17 Disputes
Any dispute or other matter that arises relating to this agreement or the interpretation of this agreement or anything not provided for in this agreement shall be referred for negotiation to the Golf Course and Facilities Committee.

18 Promotion
The Council and the Club shall endeavour at all times to promote the public image of the golf course and the facilities to the general public and prospective members.

The above agreement is a COPY of the original signed under Common Seal on 20th June 1997.

This Agreement was subsequently adopted by The City of Onkaparinga council, but as yet has not officially (formally) ratified.

THE BY-LAWS AND REGULATIONS FOR THE MATCH SUB-COMMITTEE OF THE CLUB.

0 PRELIMINARY

The Management Committee may from time to time delegate to such sub-committees as it may appoint such of its powers and authorities as it may from time to time determine.

Interpretation of these By-laws and Regulations shall in no way override the Constitution and Rules of the Club.

1 PROCEEDINGS OF THE MATCH SUB-COMMITTEE

1-1 The Club Captain shall select members of the Match sub-committee, subject to approval of the Management committee. Each sub-committee member must be financial.

1-2 The sub-committee shall meet at such times as it may determine, but not less than once every three months.

1-3 The Club Captain shall preside at all meetings of the sub-committee or in his absence the Vice Captain shall act as chairman.

1-4 A quorum for all meetings of the sub-committee shall be four (4) members.

1-5 Minutes of each sub-committee meeting shall be duly recorded and a copy of such meetings shall be presented to the Management committee for approval. A copy of the minutes shall be posted on the Club noticeboard.

1-6 Casual positions on the sub-committee arising for any reason, may be filled by any financial member, subject to approval by the Management committee.

2 POWERS OF THE MATCH SUB-COMMITTEE

Subject to the powers delegated by the Management committee of the Club, the sub-committee shall have the following specific powers,

2-1 To organise, control and set rules and regulations for Club competitions, with the exception of women's competitions.

2-2 To set competition fees, subject to the approval of the Management committee and to collect, or arrange collection of, such fees on behalf of the Club.

2-3 To discipline male members for breaches of etiquette or the rules of golf, or unseemly conduct during club activities and to keep a register of all discipinary decisions made. Any serious breaches are to be reported to the Management committee.

2-4 To make and publish on Club noticeboards such Local Rules as is necessary for abnormal conditions on the course.

2-5 To set, control and display members handicaps in accordance with Australian Golf Union handicap requirements.

2-6 Resolution on matters made by the Match sub-committee which are not within the specific powers delegated, are subject to the approval of the Management committee.

THE BY-LAWS AND REGULATIONS FOR MANAGEMENT OF THE WOMEN'S BUSINESS OF THE CLUB.

0 PRELIMINARY

The Management Committee of the Club shall appoint a sub-committee specifically for organising and controlling the women's golf business of the Club.

The Women's golf business of the Club shall be managed by a sub-committee comprising of the Woman President, Woman Captain, Woman Vice President, Woman Vice Captain, Woman Secretary and two other women members, duly elected in accordance with the Rules of the Club. (Reference: Rules of the Club clause 11-4)

Interpretation of these By-laws and Regulations shall in no way override the Constitution and Rules of the Club.

1 ELECTION OF THE WOMEN'S SUB-COMMITTEE

1-1 Vacancies on the Women's sub-committee arising by expiry of the term of the member, shall be filled at a Annual Meeting of Women Members (AMWM), subject to approval by the Management committee.

1-2 A candidate for the sub-committee shall be a financial woman member, proposed and seconded by a financial woman member. The nomination shall be endorsed with the consent of the candidate.

1-3 The nomination for election to the sub-committee shall specify the position for which the candidate is nominated. No person shall be nominated at one time for more than one position.

1-4 Nominations shall be delivered to the Woman Secretary at least 21 days prior to the AMWM, and a list of candidates shall be posted on the Club noticeboards 14 days prior to the AMWM.

1-5 If only one person is nominated for a position, then the chairwoman of the AMWM shall declare the person duly elected.

1-6 If more than one candidate is nominated for any position, then the election shall be by a majority vote secret ballot of those financial women members present at the AMWM. kThe chairwoman shall nominate a returning officer to conduct any ballot.

1-7 If there are no nominations for a position , then the chairwoman of the AMWM may call for nominations from the floor of the meeting, and determine by ballot.

2 CASUAL VACANCIES OF THE SUB-COMMITTEE

Casual positions on the sub-committee arising for any reason, may be filled by any financial woman member, subject to approval by the Management committee, and can be held until the next AMWM.

3 PROCEEDINGS OF THE WOMEN'S SUB-COMMITTEE

3-1 The sub-committee shall meet at such times as it may determine, but not less than once every three months.

3-2 The Woman President shall preside at all meetings of the sub-committee, or in her absence the Woman Vice President shall act as chairwoman.

3-3 A quorum for all meetings of the sub-committee shall be five (5) members.

3-4 Each member of the sub-committee present at a meeting shall have one vote on matters before the meeting.

3-5 Minutes of each sub-committee meeting shall be duly recorded and a copy of such minutes shall be presented to the Management committee for approval. A copy of the minutes shall be posted on the Club noticeboard.

4 POWERS OF THE WOMEN'S SUB-COMMITTEE

Subject to the powers delegated by the Management committee of the Club, the sub-committee shall have the following specific powers,

4-1 To organise Women’s competitions and to conduct women’s events as required according to the Rules and Regulations of “Women’s Golf Australia”.

4-2 To set women's competition fees, subject to the approval of the Management committee and to collect, or arrange collection of, such fees on behalf of the Club.

4-3 To regulate standards of conduct and dress of women members, to discipline women members for breaches of etiquette or the rules of golf, or unseemly conduct during club activities. Any serious breaches are to be reported to the Management committee.

4-4 Resolution on matters made by the Women’s sub-committee which are not within the specific powers delegated, are subject to the approval of the Management committee.

5 ANNUAL MEETINGS AND PROCEDURES

5-1 The Annual Meeting of Women Members (AMWM) shall be held in the clubhouse on or before the First Tuesday in July each year. At such a time of day as the sub-committee may determine.

5-2 A quorum for the AMWM shall be 15 financial women members of the Club. If a quorum is not present, then the meeting shall be held on the same day in the next week, where those financial women members present will form a quorum.

5-3 The Woman President shall preside at the AMWM, or in her absence the Woman Vice President shall preside, or in the absence of both the meeting shall elect a member of the sub-committee to chair the meeting.

5-4 The business of each AMWM shall be, to receive reports from the Woman President, Woman Captain and Woman Handicap Manager, to elect the sub-committee and to deal with any item of women's special business.

5-5 Women's special business for resolution at an AMWM, shall be given to the Woman Secretary 21 days before the meeting.

5-6 Notice of the AMWM including any special business, shall be posted to all financial women members and displayed on the Club noticeboards 14 days prior to the date
of the AMWM.

5-7 Minutes of the AMWM shall be duly recorded and a copy of such minutes shall be presented to the Management committee for approval. A copy of the minutes shall posted on the Club noticeboard.

THE WILLUNGA GOLF CLUB INCORPORATED