12.  NOTICE OF MEETING

 12.1      The Chief Executive Officer shall, at least 21 days before the date fixed for holding a General Meeting or Section Meeting, cause to be sent to each member Club at its address appearing in the register of members, a notice by electronic communication or by pre-paid post stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

 12.2      In the event that a Special General meeting is subsequently scheduled to be held in conjunction with an already scheduled General Meeting or Section Meeting in accordance with sub-clauses 8.5 or 11.4, it will be sufficient to give five days' notice in writing of the additional business of the Special General Meeting.

12.3      Only the resolution of such business as is set out in the notice convening the meeting shall be binding on the Association, but other items may be raised and discussed.

 12.4      A Member Club desiring to bring any business before a meeting may give notice of that business in writing to the Chief Executive Officer, who shall include that business in the notice calling the next General Meeting after receipt of the notice.

 13.  PROCEEDINGS AT MEETINGS

 13.1      All business that is transacted at a Special General Meeting and all business that is transacted at the Annual General Meeting with the exception of that specially referred to in this Constitution as being the ordinary business of the Annual General Meeting, shall be deemed to be special business.

 13.2      No item of business shall be transacted at a General Meeting unless a quorum of members entitled under this Constitution to vote is present during the time when the meeting is considering that item.

 13.3            Representatives of half the Member Clubs constitute a quorum for the transaction of the business of a General Meeting.

 13.4      If within half an hour after the appointed time for the commencement of a General Meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the Member Clubs present (being not less than five) shall be a quorum.

 14.  CHAIRMAN

 14.1      The President or, in the absence of the President, a Vice-President, shall preside as Chairman at each General Meeting of the Association.

 14.2      If the President and both Vice-Presidents are absent from a General Meeting, the Member Clubs represented shall elect a person to preside as Chairman of the Meeting.

 15.  ADJOURNMENT OF A MEETING

 15.1      The Chairman of a General Meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted other than the business left unfinished at the meeting at which the adjournment took place.

 15.2      Where a meeting is adjourned for fourteen days or more, a like notice of the adjourned meeting shall be given as in the case of the General Meeting.

 15.3      Except as provided in sub-clauses 15.1 and 15.2, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

 16.  RESOLUTION OF QUESTIONS ARISING AT A MEETING

 16.1      A question arising at a General Meeting of the Association shall be determined on a show of hands and, unless before or on the declaration of a show of hands a poll is demanded by representatives of at least three Member Clubs, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and 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.

 17.  VOTING AT A MEETING

 17.1      Upon any question arising at a General Meeting of the Association, a Member Club has one vote only.

 17.2            The nominated representative of a Member Club shall give all votes.

 17.3      In the case of an equality of voting on a question, the Chairman of the meeting is entitled to exercise a second or casting vote.

 18.  A POLL

 18.1      If at a meeting a poll on any question is demanded by not less than three Member Clubs, it shall be taken at that meeting in such a manner as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

 18.2      A poll that is deemed on the election of a Chairman or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairman may direct.

 19.  PROXIES

 19.1      A Member Club may nominate a temporary alternative Club Representative at any General Meeting by notice in writing prior to the commencement of the meeting, but no person may represent two different clubs neither at the same meeting, nor in the same season without prior approval from the Board.

 20.  MANAGEMENT OF THE ASSOCIATION

 20.1      The affairs of the Association shall be managed by a Board constituted as provided in Clauses 21 and 22, in conjunction with such persons who are appointed as officers of the Association in accordance with sub-clause 20.3, and with such sub-committees as are established in accordance with sub-clause 20.6.

 20.2            The Board:-

(a)        shall control and manage the business and affairs of the Association;

 (b)        may, subject to this Constitution, the Regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by this Constitution to be exercised by General Meetings; and

 (c)        subject to this Constitution, the Regulations and the Act, has power to perform all such acts and things as appear to the Board to be essential for the proper management of the business and affairs of the Association.

 20.3      From time to time the Board may specify a list of duties for offices to which persons may be appointed to carry out defined administrative tasks on behalf of the Association, and may make appointments to those position including the setting of honorariums and allowances relating to those positions.

 20.4      The Board may advertise for or take other steps to recruit suitable persons to fill the appointed offices and may specify the term of appointment or the notice to be given on termination of such an appointment.

 20.5      The appointed officers will normally attend Board, General and appropriate Section Meetings and will be expected to speak on matters relevant to their duties, but will not have the right to vote at such meetings unless they are also a Club Representative or an elected member of the Board, as appropriate to the meeting.

 20.6      From time to time the Board may specify a list of duties for sub-committees and appoint persons to form those sub-committees including a convener who is an elected officer or ordinary member of the Board.

 20.7      The Board will appoint suitably qualified person or persons to the position of Honorary Auditor at the Association's end of Financial Year.

 21.            ELECTED OFFICERS OF THE ASSOCIATION

 21.1      The elected officers of the Association shall be:-

 (a)        a President;

 (a)                two Vice-Presidents;

 21.2      The provisions of Clause 23 so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-clause 21.1.

 21.3      Each elected officer of the Association shall hold office until the Annual General Meeting next after the date of their election but is eligible for re-election.

21.4      In the event of a vacancy in any office referred to in sub-clause 21.1, the Board may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the Annual General Meeting next following the date of their appointment.

 22.  THE BOARD

 22.1      Subject to Section 23 of the Act, the Board shall consist of the elected officers of the Association; and no more than 7 ordinary members of whom one shall be the appointed Chief Executive Officer and one shall be the appointed Finance Director.

 22.2      Each ordinary member of the Board shall, subject to this Constitution, hold office until the Annual General Meeting next after the date of their election but is eligible for re-election.

 22.3      In the event of a vacancy in the office of an ordinary member of the Board, the Board may appoint a suitable person to fill the vacancy and the member so appointed shall hold office, subject to this Constitution, until the conclusion of the Annual General Meeting next following the date of their appointment.

 23.  ELECTION OF OFFICERS AND BOARD

 23.1            Nominations of candidates for election as elected officers of the Association or as ordinary members of the Board:-

 (a)        shall be made in writing, signed on behalf of two Member Clubs and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and

 (b)                shall be delivered to the Chief Executive Officer of the Association not less than seven days before the date fixed for the holding of the Annual General Meeting.

 23.2      If insufficient nominations are received to fill all vacancies on the Board, the candidates nominated shall be deemed to be elected and further nominations shall be received at the Annual General Meeting.

23.3      If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

23.4      If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.

23.5      Any election of officers of the Association or ordinary members of the Board shall be by secret ballot with each Member Club, which is represented at the meeting having one vote.

23.6      A candidate may nominate for more than one position.

24.  DEFINITION OF VACANCY

 24.1            When the position of an officer of the Association or of an ordinary member of the Board is not filled at the Annual General Meeting, it will be deemed vacant.

24.2      The position of an officer of the Association or of an ordinary member of the Board will become vacant if the officer or member:-

(a)        fails to attend three consecutive Board Meetings without having been given leave of absence by the Board;        

(b)        is known by the Board to have undergone such a change of circumstances as to have rendered them unable to carry out their duties to the Association for an extended period; or

 (c)        resigns their office by notice in writing given to the Chief Executive Officer or President.

 (d)        ceases to be a member of the Association

 25.  PROCEEDINGS OF THE BOARD

25.1      The Board shall meet at least monthly during each year at such place and such other times as the Board may determine.

25.2      Special meetings of the Board may be convened by the President or by any three members of the Board.

25.3      Only the resolution of such business as is set out in the notice convening the meeting shall be binding on the Association, but other items may be raised and discussed.

25.4      Any five members of the Board constitute a quorum for the transaction of the business of a meeting of the Board.

25.5      No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a Special Meeting in which case it lapses.

25.6      At meetings of the Board:-

(a)        the President or, in the absence of the President, a Vice-President shall preside; and

 (b)        if the President and both Vice-Presidents are absent, such one of the remaining members of the Board as may be chosen by the members present shall preside.

 25.7            Questions arising at a meeting of the Board or of any Sub-Committee appointed by the Board shall be determined on a show of hands or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine.

25.8      Each member present at the meeting of the Board or of any Sub-Committee appointed by the Board (including the person presiding at the meeting) is entitled to one vote and, in the event of any equality of votes on any question, the person presiding may exercise a second or casting vote.

 25.9      Written notice of each Board meeting shall be served on each member of the Board by electronically communicating it to them at least 48 hours before the meeting or by sending it by pre-paid post addressed to them at their usual or last known place of abode at least four business days before the date of the meeting.

25.10        The Finance Director will ensure that a written statement showing the current financial position of the Association is presented to each scheduled meeting of the Board.

25.11    Subject to sub-clause 25.4 the Board may act notwithstanding any vacancy on the Board.

26.  CHIEF EXECUTIVE OFFICER

26.1      The Chief Executive Officer of the Association, who shall be appointed by the Board, shall ensure that minutes of the resolutions and proceedings of each General Meeting and each Board Meeting are kept in books provided for that purpose together with a record of the names of persons present at General Meetings and Board Meetings and such other duties as specified by the Board.

27.  FINANCE DIRECTOR

27.1      The Finance Director of the Association who shall be appointed by the Board, shall ensure that: all monies due to the Association are collected and that all payments authorised by the Association are made; Annual and interim budgets are prepared; and that correct accounts and books are kept showing the financial affairs of the Association, including full details of all receipts and expenditure connected with the activities of the Association; present at the Annual General Meeting the Financial Report audited by the Honorary Auditor appointed under sub-clause 20.7.

 28.  REMOVAL OF MEMBER OF BOARD

 28.1      The Association in General Meeting may by resolution remove any member of the Board before the expiration of their term of office and appoint another person in their stead to hold office until the expiration of the term of the first-mentioned member.

 28.2      Where the member to whom a proposed resolution referred to in sub-clause 28.1 makes representations in writing to the Chief Executive Officer or President of the Association (not exceeding reasonable length) and requests that they be notified to the members of the Association, the Chief Executive Officer or the President may send a copy of the representations to each member of the Association or, if they are not so sent, the member may require that they be read out at the meeting.

29.  CHEQUES

Two officers of the Association, at least one of who shall be an elected officer, shall sign all cheques, drafts, bills of exchange, promissory notes and other negotiable instruments.

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