Tuesday, April 26, 2005
WDSFC Constitution
WOOLGOOLGA DEEP SEA FISHING CLUB CONSTITUTION
CLUB RULES
PART 1
PRELIMINARY
1. Interpretation
In these rules, except in so far as the context or subject matter otherwise indicates or requires -
“association ” means the Woolgoolga Deep Sea Fishing Club
“ordinary member” means a member of the WDSFC who is not an office bearer of the association, as referred to in rule 13(2).
“secretary ” means the person holding office under these rules as secretary of the association.
“full member ” means a member of the association who is 19 years or over and who is entitled to enter into any competition of the association and shall include life members.
“social member ” means a member of the association who is 19 years or over and who is not entitled to enter into any competition (except as a non-member) of the association.
“student member ” means a member of the association who is 17 or 18 years.
“junior member ” means a member of the association who is between 12 and 16 years inclusive.
“sub junior member ” means a member of the association who is 11 years or under.
“special general meeting ” means a general meeting of the association other than the annual general meeting.
2.
In these rules -
(a) a reference to a function includes a reference to a power, authority and duty; and
(b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.
PART II
MEMBERSHIP
2. Membership qualifications
A person is qualified to be a member of the association if, but only if -
i) has been nominated for membership of the association as provided by rule 3; and
(ii) has been approved for membership of the association by the committee of the association and is a financial member of the Coffs Harbour Ex-Services Club
3. Nomination for Membership
(1) A nomination for a person for membership of the association -
(a) shall be made by a full member of the association in writing in the form set out in Appendix 1 to these rules and shall be seconded by a full member of the association; and
(b) shall be lodged with the secretary of the association.
(2) As soon as practicable after receiving a nomination for membership, the secretary shall refer the nomination to the committee which shall determine whether to approve or reject the nomination.
(3) Where the committee determines to approve a nomination for membership, the secretary shall, as soon as practicable after that determination, notify the nominee of that approval and request the nominee to pay within the period of 28 days after receipt by the nominee of the notification the sum payable under these rules by a member as entrance fee and annual subscription
(4) The secretary shall, on payment by the nominee of the amounts referred to in clause (3) within the period referred to in that clause, enter the nominee’s name in the register of members and upon the name being so entered, the nominee becomes a member of the association
4. Cessation of Membership
A person ceases to be a member of the association if the person -
(a) dies.
(b) resigns that membership; or
(c) is expelled from the association.
(d) is not a financial member of the Coffs Harbour Ex-Services Club
5. Membership entitlements not transferable
A right, privilege or obligation which a person has by reason of being a member of the association -
(a) is not capable of being transferred or transmitted to another person; and
(b) terminates upon cessation of the person’s membership.
6. Resignation of Membership
(1) A member of the association is not entitled to resign that membership except in accordance with this rule.
(2) A member of the association who has paid all amounts payable by the member to the association in respect of the member’s membership may resign from membership of the association by first giving notice ( being not less that one month or not less than such other period as the committee may determine) in writing to the secretary of the member’s intention to resign and upon the expiration of the period of notice, the member ceases to be a member.
7. Register of Members
(1) the Secretary of the association shall establish and maintain a register of members of the association, specifying the type of membership, name and address of each person who is a member of the association, together with the date on which the person became a member.
(2) 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.
8. Life, Honorary membership and Service Awards
(1) The association may confer pursuant to the provision of clause 3 upon any person, the following honours, in recognition of exceptional or meritous service to the association or to the sport of fishing in the Woolgoolga fishing areas, namely-
(a) Honour Award
(b) Service Award
(c) Honorary Membership
(d) Life Membership
(2) A person is qualified to be conferred the respective above honour, if but only if;
(a) Honour Award - award to member in recognition of exceptional or meritous service for a period of not less than 5 years.
(b) Service Award - award to a member in recognition of exceptional or meritous service at a committee or subcommittee level for not less than 8 years.
(c) Life Membership - honour to a member in recognition of exceptional or meritous service at a committee or competition level for a period of not less that 10 years.
(d) Honorary Membership - honour to a person in recognition of meritous service to the association provided that an honour membership shall expire at the next annual general meeting of the association ( although any Honorary membership may be re-conferred upon the same person for more than one period of time) and provided further that the association’s Honorary membership shall be not greater than 6 persons at any one time.
(3) A nomination for a person for an Honour or Service Award and Honorary or Life membership -
(a) shall be made by a full member of the association in writing in the form set out in Appendix 2 to these rules and shall be seconded by a full member of the association; and
(b) shall be lodged with the secretary of the association.
(c) the secretary shall advise the next general meeting of the association of the nomination and shall prior to that meeting display a copy of the nomination on the association notice board.
(d) if the secretary has not received written notification from not less that 10% of the members entitled to vote, that they disapprove of the person nominated for such honour as nominated, then then the committee at the next meeting after the expiration of 28 days from the general meeting of the association, shall determine whether or not to confer such award or honour. The committee’s decision as to whether or not the award or honour is conferred shall be binding and final although it shall not restrict nor prevent the of any person for any further award or honour.
9. Fees, subscriptions,etc.
(1) A member of the association shall, upon admission to membership, pay to the association a fee of $1 or, where some other amount is determined by the committee, of that other amount.
(1a) A member of the association must hold current financial membership of the Coffs Harbour Ex-Services Club.
(2) In addition to any amount payable by the member under clause 9(1), a member of the association shall pay to the association an annual membership fee as set out in Appendix 3 or, where some other amount is determined by the committee, of that other amount.
(a) except as provided by paragraph (b) before the 1st July in each calendar year; or
(b) where the member becomes a member on or after the 1st July in any calendar year - upon becoming a member and before 1st July in each succeeding calendar year.
10. Members’ liabilities.
The liability of a member of the association to contribute towards the payment of the debts and liabilities 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 9.
11. Disciplining of members and Rights of Appeal of disciplined members.
(1) Where the committee is of the opinion that a member of the association -
(a) has persistently refused or neglected to comply with a provision or provisions of these rules or any by-laws made pursuant to these rules; or
(b) has persistently and wilfully acted in a manner prejudicial to the interests of the association,
the committee may, by resolution -
(c) expel the member from the association; or
(d) suspend the member from membership of the association for a specified period.
(2) A resolution of the committee under clause (1) is of no effect unless the committee, at a meeting held not earlier than 14 days and not later than 28 days after the service on the member of a notice under clause (3) confirms the resolution in accordance with this rule.
(3) Where the committee passes a resolution under clause (1), the secretary shall as soon as practicable, cause a notice in writing to be served on the member -
(a) setting out the resolution of the committee and the grounds on which it is based.
(b) stating that the member may address the committee at a meeting to be held not earlier that 14 days and not later than 28 days after the service of the notice.
(c) stating the date, place and time of that meeting; and
(d) informing the member that the member may do either or both of the following-
(i)attend and speak at that meeting;
(ii)submit to the committee at or prior to the date of that meeting, written representations relating to the resolution.
(4) At a meeting of the committee held as referred to in clause (3), the committee shall -
(a) give to the member an opportunity to make oral representations;
(b) give due consideration to any written representations submitted to the committee by the member at or prior to the meeting; and
(c) by resolution determine whether to confirm or to revoke the resolution.
(5) Where the committee confirms a resolution under clause (4), the secretary shall, within 7 days after the confirmation, by notice in writing inform the member of the fact and of the member’s right of appeal under this rule.
(6) A resolution confirmed by the committee under clause (4) does not take effect -
(a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
(b) where within that period the member exercises the right of appeal, unless and until the association confirms the resolution pursuant to clause (10).
(7) A member may appeal, to the association in a general meeting, against a resolution of the committee which is confirmed under clause (4) within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
(8) Upon receipt of a notice from a member, under clause (7), the secretary shall notify the committee which shall convene a general meeting of the association to be held within 21 days after the date on which the secretary received the notice.
(9) At a general meeting of the association convened under clause (2) -
(a) no business other than the question of the appeal shall be transacted;
(b) the committee and the member shall be given the opportunity to state their respective cases orally or in writing, or both; and
(c) the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
(10) If at the general meeting the association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
PART III
THE COMMITTEE
12. Powers, etc., of the committee
(1)The committee shall be called the committee of management of the association and subject to the Act, the regulations and these rules and to any resolution passed by the association in general meeting.
(a) shall control and manage the affairs of the association;
(b) 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
(c) has power to perform all such acts as do all such things as appear to
the committee to be necessary or desirable for the proper management of the affairs of the association.
13. Constitution and Members.
(1) The office bearers of the association shall be -
(a) the president
(b) the vice president
(c) the treasurer
(d) the secretary.
(3) Each member of the committee shall, subject to these rules, hold office until the conclusion of the annual general meeting following the date of the member’s election is eligible for re-election.
(4) In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of
the annual general meeting next following the date of the appointment.
14. Election of Members.
(1) Nominations of candidates for election as office bearers of the association or as ordinary members of the committee -
(a) may be made in writing, signed by 2 full members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination). This nomination shall be delivered to the secretary not less than 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
(b) may be made from the floor of the annual general meeting by any 2 full members acting as nominator and seconder. The nominee must then consent to his/her nomination being accepted by the meeting.
(2) If the number of written nominations and nominations from the floor is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
(3) If the number of written nominations and nominations from the floor exceeds the number of vacancies to be filled, a ballot shall be held.
(4) If insufficient nominations are received, any vacant positions remaining shall be deemed to be casual vacancies and may be temporarily filled by any willing member, pending the receipt of a nomination.
(5) the ballot for the election of office bearers and ordinary members of the committee shall be conducted in such a usual and proper manner as the committee may direct.
15. Secretary.
(1) The secretary of the association shall, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
(2) It is the duty of the secretary to keep minutes of -
(a) all appointments of office bearers and members of the committee;
(b) the names of members of the committee present at a committee meeting or a general meeting; and
(c) all proceedings at committee meetings and general meetings.
(3) minutes of proceedings at a meeting shall be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
16. Treasurer.
(1) It is the duty of the treasurer of the association to ensure that -
(a) all money due to the association is collected and received and that all payments authorised by the association are made; and
(b) correct books and accounts are kept showing the financial affairs of the association including full details of all receipts and expenditure connected with the activities of the association.
17. Casual Vacancies.
(1) For the purpose of these rules, a casual vacancy in the office of a member of the committee occurs if the member -
(a) dies;
(b) ceases to be a member of the association;
(c) becomes an insolvent under administration within the meaning of the Companies (NSW) Code.
(d) resigns office by notice in writing, given to the secretary;
(e) is removed from office under rule 18;
(f) becomes of unsound mind or a person whose person or estate is
liable to be dealt with in any way under the law relating to mental health; or
(g) is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.
18. Removal of a Member.
(1) The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
(2) Where a member of the committee to whom a proposed resolution referred to in clause (1) relates, makes representations in writing to the secretary or president ( no exceeding a reasonable length of time) and requests that the representations be notified to the members of the association, the secretary 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 is entitled to require that the representations be read out at the meeting at which the resolution is considered.
19. Meetings and Quorum.
(1) The committee shall meet at least three time in each period of 12 months at such place and time as the committee may determine.
(2) Additional meetings of the committee may be convened by the President or by any member of the committee.
(3) Oral or written notice of a meeting of the committee shall be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.
(4) Notice of a meeting given under clause (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the committee members present at the meeting, unanimously agree to treat as urgent business.
(5) Any 4 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(6) No business shall be transacted by the committee 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 stands adjourned to the same place and at the same hour of the same day in the following week.
(7) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.
(8) At the meeting of the committee -
(a) the president or, in the absence of the president, the vice president shall preside; or
(b) if the president and the vice president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting, shall preside.
20. Delegation by Committee to Subcommittee.
(1) The Committee may, by instrument in writing, delegate to one or more sub- committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than -
(a) this power of delegation, and
(b) a function which is a duty imposed on the committee by the Act or by any other law.
(2) A function the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
(3) A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function the subject thereof,or as to time or circumstances, as may be specified in the instrument of the delegation.
(4) Notwithstanding any delegation under this rule, the committee may continue to exercise any function delegated.
(5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.
(6) The Committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
(7) A sub-committee may meet and adjourn as it thinks proper.
21. Voting and Decisions:
`(1) Questions arising at a meeting of the Committee or any sub-committee shall be determined by a majority of the votes of members of the Committee or sub- committee present at the meeting.
(2) Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee ( including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(3) Subject to rule 19(5), the Committee may act notwithstanding any vacancy on the Committee.
(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the Committee or by a sub-committee is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Committee or sub-committee.
Part IV
GENERAL MEETINGS
22. Annual General Meetings - holding of:
(1) With the exception of the first annual general meeting of the association, the association shall, at least once each calendar year and within the period of six months after the expiration of each financial year of the association, convene an annual general meeting of its members.
23. Annual General Meeting - calling of and business at.
(1) The annual general meeting of the association shall, subject to rule 22, be convened on such date and at such place and time as the Committee thinks fit.
(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be:-
(a) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting.
(b) to receive from the committee, reports upon the activities of the association during the last preceding financial year.
(c) to elect office bearers of the association and ordinary members of the committee; and
(d) to receive and consider the financial statement for the previous year.
(3) An annual general meeting shall be specified as such in the notice convening it.
24. Special general Meetings - calling of:
(1) The Committee may, whenever it thinks fit, convene a special general meeting of the association.
(2) The Committee shall, on the requisition in writing of not less than 5% of the total number of full members, convene a special general meeting of the association.
(3) A requisition of full members for a special general meeting -
(a) shall state the purpose or purposes of the meeting;
(b) shall be signed by the full members making the requisitions;
(c) shall be lodged with the secretary, and
(d) may consist of several documents in a similar form, each signed by one or more of the full members making the requisition.
(4) If the Committee fails to convene a special general meeting to be held within 1 month after the date on which a requisition of full members for the meeting is lodged with the secretary, any one or more of the full members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
(5) A special general meeting convened by a full member or members as referred to in clause (4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the Committee and any full member who thereby incurs expense is entitled to be reimbursed by the association for any expenses so incurred.
25. Notice
(1) Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary shall, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post to each full member at the member’s address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
(2) Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each full member in the manner provided in clause (1) specifying, in addition to the matter required in clause (1), the intention to propose the resolution as a special resolution.
(3) No business other than that specified in the notice convening a general meeting shall be transacted at the meeting, except, in the case of the annual general meeting, business which may be transacted pursuant to rule 23(2).
(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.
26. Procedure
(1) No item of business shall 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.
(2) Five 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.
(3) 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 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 members given before the day to which the meeting is adjourned) at the same place.
(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present(being not less than 3) shall constitute a quorum.
27. Presiding member
(1) The president or, in the president’s absence, the vice-president, shall preside as chairperson at each general meeting of the association.
(2) If the president and the vice-president are both absent from a general meeting or unwilling to act, the members present shall elect one of their number to preside as chairperson at the meeting.
28. Adjournment
(1) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
29. Making of decisions
(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 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 on favour of or against that resolution.
(2) At a general meeting of the association, a poll may be demanded by the chairperson or by not less that 3 full members present in person or by proxy at the meeting.
(3) Where a poll is demanded at a general meeting, the poll shall be taken -
(a) immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or
(b) 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 shall be deemed to be the resolution of the meeting on that matter.
30. Special resolution
A resolution of the association is a special resolution if -
(a) It is passed by a majority which comprises not less than 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 not less than 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules.
31. Voting
(1) Only full members shall be entitled to vote at a general meeting and upon any question arising a full member has one vote only.
(2) All votes shall be given personally or by proxy but no member may hold more that two proxies.
(3)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 vote or casting vote.
(4) A full member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the full member and/or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.
32. Appointment of proxies
(1)Each full member shall be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
(2) The notice appointing the proxy shall be in the form set out in Appendix 4 to
these rules.
PART V
MISCELLANEOUS
33. Insurance
(1) The association may effect and maintain insurance in addition to insurance coverage maintained by the Coffs harbour Ex-Services Club for the benefit of its members.
34. Funds - source
(1) The funds of the association shall be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting, such other sources as the committee determines.
(2) All money received by the association shall be deposited as soon as practicable and without deduction to the credit of the association’s bank account through the Coffs Harbour Ex-Services Club.
(3) The association shall, as soon as practicable after receiving the money, issue an appropriate receipt.
35. Funds - management
(1) The assets and income of the association shall be applied solely in furtherance of its afore mentioned objects and no portion shall be distributed directly or indirectly to the members of the association except as bona fide compensation for services rendered or expenses incurred on behalf of the association.
(1) Subject to any resolution passed by the association in general meeting, the funds of the association shall be used in pursuance of the objects of the association in such manner as the Committee determines.
36. Alteration of objects and rules
(1) The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the association.
37. Custody of books etc.
(1) Except as otherwise provided by these rules, the secretary, shall keep in his or her custody or under his or her control all records, books and other documents relating to the association.
38. Inspection of books
(1) The records, books and other documents of the association shall be open to inspection, free of charge, by a member of the association at any reasonable hour.
39. Services of notices
(1) For the purpose of these rules, a notice may be served on or on behalf of the association upon any member either personally or by sending it by post to the member at the member’s address shown in the register of members.
(2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of the 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.
40. Surplus property
(1) At the first general meeting of the association, the association shall pass a special resolution nominating an association as the association in which it is to vest its surplus
property in the event of the winding up or the cancellation of the association.
41. By-laws
41.1.1 The executive committee of the association may by ordinary resolution determine, revoke or vary any of the association’s By-laws not inconsistent with these rules. In the event of any such changes being made, the said changes will not take effect until ordinary members can be notified either at the following monthly fishing competition or the next general meeting of the association.
41.1.2 Not withstanding 41.1.1 Ordinary members of the association can move to have the associations By-laws modified by having a Notice of Motion passed at a general meeting of the association, with the said motion being put at the next AGM of the association or dealt with prior under section 41.1.1 of the constitution.
41.2 Any sub-committees elected at a general meeting of members of the association shall be responsible to the committee, who shall have the power to remove any such member from the sub-committee and to appoint any other member in lieu of any person so removed.
42. Objects
(1) The objects of this association shall be to conduct deep sea, beach rock and estuary fishing competitions at Woolgoolga and neighbouring districts and to promote good fellowship between all fisher persons.
APPENDIX 2
NOMINATION OF PERSON FOR HONOUR AWARD, SERVICE AWARD, LIFE MEMBERSHIP OR HONOURARY MEMBERSHIP
Woolgoolga Deep Sea Fishing Club
I, .....................................................................................................................................................
(full name of nominator)
of...................................................................................................................................................
(address)
being a full member, hereby nominate
.....................................................................................................................
of.................................................................................................................
(address)
to be conferred a ........................................................................
I support my nomination by the following facts:
.................................................................................................................................................
................................................................................................................................................
................................................................................................................................................
Signature of full member
..........................................................
Signature of seconder (full member)
.........................................................
Date.............................
CLUB RULES
PART 1
PRELIMINARY
1. Interpretation
In these rules, except in so far as the context or subject matter otherwise indicates or requires -
“association ” means the Woolgoolga Deep Sea Fishing Club
“ordinary member” means a member of the WDSFC who is not an office bearer of the association, as referred to in rule 13(2).
“secretary ” means the person holding office under these rules as secretary of the association.
“full member ” means a member of the association who is 19 years or over and who is entitled to enter into any competition of the association and shall include life members.
“social member ” means a member of the association who is 19 years or over and who is not entitled to enter into any competition (except as a non-member) of the association.
“student member ” means a member of the association who is 17 or 18 years.
“junior member ” means a member of the association who is between 12 and 16 years inclusive.
“sub junior member ” means a member of the association who is 11 years or under.
“special general meeting ” means a general meeting of the association other than the annual general meeting.
2.
In these rules -
(a) a reference to a function includes a reference to a power, authority and duty; and
(b) a reference to the exercise of a function includes, where the function is a duty, a reference to the performance of the duty.
PART II
MEMBERSHIP
2. Membership qualifications
A person is qualified to be a member of the association if, but only if -
i) has been nominated for membership of the association as provided by rule 3; and
(ii) has been approved for membership of the association by the committee of the association and is a financial member of the Coffs Harbour Ex-Services Club
3. Nomination for Membership
(1) A nomination for a person for membership of the association -
(a) shall be made by a full member of the association in writing in the form set out in Appendix 1 to these rules and shall be seconded by a full member of the association; and
(b) shall be lodged with the secretary of the association.
(2) As soon as practicable after receiving a nomination for membership, the secretary shall refer the nomination to the committee which shall determine whether to approve or reject the nomination.
(3) Where the committee determines to approve a nomination for membership, the secretary shall, as soon as practicable after that determination, notify the nominee of that approval and request the nominee to pay within the period of 28 days after receipt by the nominee of the notification the sum payable under these rules by a member as entrance fee and annual subscription
(4) The secretary shall, on payment by the nominee of the amounts referred to in clause (3) within the period referred to in that clause, enter the nominee’s name in the register of members and upon the name being so entered, the nominee becomes a member of the association
4. Cessation of Membership
A person ceases to be a member of the association if the person -
(a) dies.
(b) resigns that membership; or
(c) is expelled from the association.
(d) is not a financial member of the Coffs Harbour Ex-Services Club
5. Membership entitlements not transferable
A right, privilege or obligation which a person has by reason of being a member of the association -
(a) is not capable of being transferred or transmitted to another person; and
(b) terminates upon cessation of the person’s membership.
6. Resignation of Membership
(1) A member of the association is not entitled to resign that membership except in accordance with this rule.
(2) A member of the association who has paid all amounts payable by the member to the association in respect of the member’s membership may resign from membership of the association by first giving notice ( being not less that one month or not less than such other period as the committee may determine) in writing to the secretary of the member’s intention to resign and upon the expiration of the period of notice, the member ceases to be a member.
7. Register of Members
(1) the Secretary of the association shall establish and maintain a register of members of the association, specifying the type of membership, name and address of each person who is a member of the association, together with the date on which the person became a member.
(2) 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.
8. Life, Honorary membership and Service Awards
(1) The association may confer pursuant to the provision of clause 3 upon any person, the following honours, in recognition of exceptional or meritous service to the association or to the sport of fishing in the Woolgoolga fishing areas, namely-
(a) Honour Award
(b) Service Award
(c) Honorary Membership
(d) Life Membership
(2) A person is qualified to be conferred the respective above honour, if but only if;
(a) Honour Award - award to member in recognition of exceptional or meritous service for a period of not less than 5 years.
(b) Service Award - award to a member in recognition of exceptional or meritous service at a committee or subcommittee level for not less than 8 years.
(c) Life Membership - honour to a member in recognition of exceptional or meritous service at a committee or competition level for a period of not less that 10 years.
(d) Honorary Membership - honour to a person in recognition of meritous service to the association provided that an honour membership shall expire at the next annual general meeting of the association ( although any Honorary membership may be re-conferred upon the same person for more than one period of time) and provided further that the association’s Honorary membership shall be not greater than 6 persons at any one time.
(3) A nomination for a person for an Honour or Service Award and Honorary or Life membership -
(a) shall be made by a full member of the association in writing in the form set out in Appendix 2 to these rules and shall be seconded by a full member of the association; and
(b) shall be lodged with the secretary of the association.
(c) the secretary shall advise the next general meeting of the association of the nomination and shall prior to that meeting display a copy of the nomination on the association notice board.
(d) if the secretary has not received written notification from not less that 10% of the members entitled to vote, that they disapprove of the person nominated for such honour as nominated, then then the committee at the next meeting after the expiration of 28 days from the general meeting of the association, shall determine whether or not to confer such award or honour. The committee’s decision as to whether or not the award or honour is conferred shall be binding and final although it shall not restrict nor prevent the of any person for any further award or honour.
9. Fees, subscriptions,etc.
(1) A member of the association shall, upon admission to membership, pay to the association a fee of $1 or, where some other amount is determined by the committee, of that other amount.
(1a) A member of the association must hold current financial membership of the Coffs Harbour Ex-Services Club.
(2) In addition to any amount payable by the member under clause 9(1), a member of the association shall pay to the association an annual membership fee as set out in Appendix 3 or, where some other amount is determined by the committee, of that other amount.
(a) except as provided by paragraph (b) before the 1st July in each calendar year; or
(b) where the member becomes a member on or after the 1st July in any calendar year - upon becoming a member and before 1st July in each succeeding calendar year.
10. Members’ liabilities.
The liability of a member of the association to contribute towards the payment of the debts and liabilities 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 9.
11. Disciplining of members and Rights of Appeal of disciplined members.
(1) Where the committee is of the opinion that a member of the association -
(a) has persistently refused or neglected to comply with a provision or provisions of these rules or any by-laws made pursuant to these rules; or
(b) has persistently and wilfully acted in a manner prejudicial to the interests of the association,
the committee may, by resolution -
(c) expel the member from the association; or
(d) suspend the member from membership of the association for a specified period.
(2) A resolution of the committee under clause (1) is of no effect unless the committee, at a meeting held not earlier than 14 days and not later than 28 days after the service on the member of a notice under clause (3) confirms the resolution in accordance with this rule.
(3) Where the committee passes a resolution under clause (1), the secretary shall as soon as practicable, cause a notice in writing to be served on the member -
(a) setting out the resolution of the committee and the grounds on which it is based.
(b) stating that the member may address the committee at a meeting to be held not earlier that 14 days and not later than 28 days after the service of the notice.
(c) stating the date, place and time of that meeting; and
(d) informing the member that the member may do either or both of the following-
(i)attend and speak at that meeting;
(ii)submit to the committee at or prior to the date of that meeting, written representations relating to the resolution.
(4) At a meeting of the committee held as referred to in clause (3), the committee shall -
(a) give to the member an opportunity to make oral representations;
(b) give due consideration to any written representations submitted to the committee by the member at or prior to the meeting; and
(c) by resolution determine whether to confirm or to revoke the resolution.
(5) Where the committee confirms a resolution under clause (4), the secretary shall, within 7 days after the confirmation, by notice in writing inform the member of the fact and of the member’s right of appeal under this rule.
(6) A resolution confirmed by the committee under clause (4) does not take effect -
(a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
(b) where within that period the member exercises the right of appeal, unless and until the association confirms the resolution pursuant to clause (10).
(7) A member may appeal, to the association in a general meeting, against a resolution of the committee which is confirmed under clause (4) within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
(8) Upon receipt of a notice from a member, under clause (7), the secretary shall notify the committee which shall convene a general meeting of the association to be held within 21 days after the date on which the secretary received the notice.
(9) At a general meeting of the association convened under clause (2) -
(a) no business other than the question of the appeal shall be transacted;
(b) the committee and the member shall be given the opportunity to state their respective cases orally or in writing, or both; and
(c) the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
(10) If at the general meeting the association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
PART III
THE COMMITTEE
12. Powers, etc., of the committee
(1)The committee shall be called the committee of management of the association and subject to the Act, the regulations and these rules and to any resolution passed by the association in general meeting.
(a) shall control and manage the affairs of the association;
(b) 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
(c) has power to perform all such acts as do all such things as appear to
the committee to be necessary or desirable for the proper management of the affairs of the association.
13. Constitution and Members.
(1) The office bearers of the association shall be -
(a) the president
(b) the vice president
(c) the treasurer
(d) the secretary.
(3) Each member of the committee shall, subject to these rules, hold office until the conclusion of the annual general meeting following the date of the member’s election is eligible for re-election.
(4) In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of
the annual general meeting next following the date of the appointment.
14. Election of Members.
(1) Nominations of candidates for election as office bearers of the association or as ordinary members of the committee -
(a) may be made in writing, signed by 2 full members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination). This nomination shall be delivered to the secretary not less than 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
(b) may be made from the floor of the annual general meeting by any 2 full members acting as nominator and seconder. The nominee must then consent to his/her nomination being accepted by the meeting.
(2) If the number of written nominations and nominations from the floor is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
(3) If the number of written nominations and nominations from the floor exceeds the number of vacancies to be filled, a ballot shall be held.
(4) If insufficient nominations are received, any vacant positions remaining shall be deemed to be casual vacancies and may be temporarily filled by any willing member, pending the receipt of a nomination.
(5) the ballot for the election of office bearers and ordinary members of the committee shall be conducted in such a usual and proper manner as the committee may direct.
15. Secretary.
(1) The secretary of the association shall, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
(2) It is the duty of the secretary to keep minutes of -
(a) all appointments of office bearers and members of the committee;
(b) the names of members of the committee present at a committee meeting or a general meeting; and
(c) all proceedings at committee meetings and general meetings.
(3) minutes of proceedings at a meeting shall be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
16. Treasurer.
(1) It is the duty of the treasurer of the association to ensure that -
(a) all money due to the association is collected and received and that all payments authorised by the association are made; and
(b) correct books and accounts are kept showing the financial affairs of the association including full details of all receipts and expenditure connected with the activities of the association.
17. Casual Vacancies.
(1) For the purpose of these rules, a casual vacancy in the office of a member of the committee occurs if the member -
(a) dies;
(b) ceases to be a member of the association;
(c) becomes an insolvent under administration within the meaning of the Companies (NSW) Code.
(d) resigns office by notice in writing, given to the secretary;
(e) is removed from office under rule 18;
(f) becomes of unsound mind or a person whose person or estate is
liable to be dealt with in any way under the law relating to mental health; or
(g) is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.
18. Removal of a Member.
(1) The association in general meeting may by resolution remove any member of the committee from the office of member before the expiration of the member’s term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
(2) Where a member of the committee to whom a proposed resolution referred to in clause (1) relates, makes representations in writing to the secretary or president ( no exceeding a reasonable length of time) and requests that the representations be notified to the members of the association, the secretary 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 is entitled to require that the representations be read out at the meeting at which the resolution is considered.
19. Meetings and Quorum.
(1) The committee shall meet at least three time in each period of 12 months at such place and time as the committee may determine.
(2) Additional meetings of the committee may be convened by the President or by any member of the committee.
(3) Oral or written notice of a meeting of the committee shall be given by the secretary to each member of the committee at least 48 hours (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.
(4) Notice of a meeting given under clause (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which the committee members present at the meeting, unanimously agree to treat as urgent business.
(5) Any 4 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(6) No business shall be transacted by the committee 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 stands adjourned to the same place and at the same hour of the same day in the following week.
(7) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.
(8) At the meeting of the committee -
(a) the president or, in the absence of the president, the vice president shall preside; or
(b) if the president and the vice president are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting, shall preside.
20. Delegation by Committee to Subcommittee.
(1) The Committee may, by instrument in writing, delegate to one or more sub- committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than -
(a) this power of delegation, and
(b) a function which is a duty imposed on the committee by the Act or by any other law.
(2) A function the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.
(3) A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function the subject thereof,or as to time or circumstances, as may be specified in the instrument of the delegation.
(4) Notwithstanding any delegation under this rule, the committee may continue to exercise any function delegated.
(5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.
(6) The Committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.
(7) A sub-committee may meet and adjourn as it thinks proper.
21. Voting and Decisions:
`(1) Questions arising at a meeting of the Committee or any sub-committee shall be determined by a majority of the votes of members of the Committee or sub- committee present at the meeting.
(2) Each member present at a meeting of the Committee or of any sub-committee appointed by the Committee ( including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(3) Subject to rule 19(5), the Committee may act notwithstanding any vacancy on the Committee.
(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the Committee or by a sub-committee is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Committee or sub-committee.
Part IV
GENERAL MEETINGS
22. Annual General Meetings - holding of:
(1) With the exception of the first annual general meeting of the association, the association shall, at least once each calendar year and within the period of six months after the expiration of each financial year of the association, convene an annual general meeting of its members.
23. Annual General Meeting - calling of and business at.
(1) The annual general meeting of the association shall, subject to rule 22, be convened on such date and at such place and time as the Committee thinks fit.
(2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be:-
(a) to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting.
(b) to receive from the committee, reports upon the activities of the association during the last preceding financial year.
(c) to elect office bearers of the association and ordinary members of the committee; and
(d) to receive and consider the financial statement for the previous year.
(3) An annual general meeting shall be specified as such in the notice convening it.
24. Special general Meetings - calling of:
(1) The Committee may, whenever it thinks fit, convene a special general meeting of the association.
(2) The Committee shall, on the requisition in writing of not less than 5% of the total number of full members, convene a special general meeting of the association.
(3) A requisition of full members for a special general meeting -
(a) shall state the purpose or purposes of the meeting;
(b) shall be signed by the full members making the requisitions;
(c) shall be lodged with the secretary, and
(d) may consist of several documents in a similar form, each signed by one or more of the full members making the requisition.
(4) If the Committee fails to convene a special general meeting to be held within 1 month after the date on which a requisition of full members for the meeting is lodged with the secretary, any one or more of the full members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
(5) A special general meeting convened by a full member or members as referred to in clause (4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the Committee and any full member who thereby incurs expense is entitled to be reimbursed by the association for any expenses so incurred.
25. Notice
(1) Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary shall, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by pre-paid post to each full member at the member’s address appearing in the register of members, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
(2) Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each full member in the manner provided in clause (1) specifying, in addition to the matter required in clause (1), the intention to propose the resolution as a special resolution.
(3) No business other than that specified in the notice convening a general meeting shall be transacted at the meeting, except, in the case of the annual general meeting, business which may be transacted pursuant to rule 23(2).
(4) A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.
26. Procedure
(1) No item of business shall 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.
(2) Five 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.
(3) 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 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 members given before the day to which the meeting is adjourned) at the same place.
(4) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present(being not less than 3) shall constitute a quorum.
27. Presiding member
(1) The president or, in the president’s absence, the vice-president, shall preside as chairperson at each general meeting of the association.
(2) If the president and the vice-president are both absent from a general meeting or unwilling to act, the members present shall elect one of their number to preside as chairperson at the meeting.
28. Adjournment
(1) The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
29. Making of decisions
(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 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 on favour of or against that resolution.
(2) At a general meeting of the association, a poll may be demanded by the chairperson or by not less that 3 full members present in person or by proxy at the meeting.
(3) Where a poll is demanded at a general meeting, the poll shall be taken -
(a) immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or
(b) 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 shall be deemed to be the resolution of the meeting on that matter.
30. Special resolution
A resolution of the association is a special resolution if -
(a) It is passed by a majority which comprises not less than 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 not less than 21 days’ written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules.
31. Voting
(1) Only full members shall be entitled to vote at a general meeting and upon any question arising a full member has one vote only.
(2) All votes shall be given personally or by proxy but no member may hold more that two proxies.
(3)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 vote or casting vote.
(4) A full member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the full member and/or proxy to the association has been paid, other than the amount of the annual subscription payable in respect of the then current year.
32. Appointment of proxies
(1)Each full member shall be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
(2) The notice appointing the proxy shall be in the form set out in Appendix 4 to
these rules.
PART V
MISCELLANEOUS
33. Insurance
(1) The association may effect and maintain insurance in addition to insurance coverage maintained by the Coffs harbour Ex-Services Club for the benefit of its members.
34. Funds - source
(1) The funds of the association shall be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting, such other sources as the committee determines.
(2) All money received by the association shall be deposited as soon as practicable and without deduction to the credit of the association’s bank account through the Coffs Harbour Ex-Services Club.
(3) The association shall, as soon as practicable after receiving the money, issue an appropriate receipt.
35. Funds - management
(1) The assets and income of the association shall be applied solely in furtherance of its afore mentioned objects and no portion shall be distributed directly or indirectly to the members of the association except as bona fide compensation for services rendered or expenses incurred on behalf of the association.
(1) Subject to any resolution passed by the association in general meeting, the funds of the association shall be used in pursuance of the objects of the association in such manner as the Committee determines.
36. Alteration of objects and rules
(1) The statement of objects and these rules may be altered, rescinded or added to only by a special resolution of the association.
37. Custody of books etc.
(1) Except as otherwise provided by these rules, the secretary, shall keep in his or her custody or under his or her control all records, books and other documents relating to the association.
38. Inspection of books
(1) The records, books and other documents of the association shall be open to inspection, free of charge, by a member of the association at any reasonable hour.
39. Services of notices
(1) For the purpose of these rules, a notice may be served on or on behalf of the association upon any member either personally or by sending it by post to the member at the member’s address shown in the register of members.
(2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of the 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.
40. Surplus property
(1) At the first general meeting of the association, the association shall pass a special resolution nominating an association as the association in which it is to vest its surplus
property in the event of the winding up or the cancellation of the association.
41. By-laws
41.1.1 The executive committee of the association may by ordinary resolution determine, revoke or vary any of the association’s By-laws not inconsistent with these rules. In the event of any such changes being made, the said changes will not take effect until ordinary members can be notified either at the following monthly fishing competition or the next general meeting of the association.
41.1.2 Not withstanding 41.1.1 Ordinary members of the association can move to have the associations By-laws modified by having a Notice of Motion passed at a general meeting of the association, with the said motion being put at the next AGM of the association or dealt with prior under section 41.1.1 of the constitution.
41.2 Any sub-committees elected at a general meeting of members of the association shall be responsible to the committee, who shall have the power to remove any such member from the sub-committee and to appoint any other member in lieu of any person so removed.
42. Objects
(1) The objects of this association shall be to conduct deep sea, beach rock and estuary fishing competitions at Woolgoolga and neighbouring districts and to promote good fellowship between all fisher persons.
APPENDIX 2
NOMINATION OF PERSON FOR HONOUR AWARD, SERVICE AWARD, LIFE MEMBERSHIP OR HONOURARY MEMBERSHIP
Woolgoolga Deep Sea Fishing Club
I, .....................................................................................................................................................
(full name of nominator)
of...................................................................................................................................................
(address)
being a full member, hereby nominate
.....................................................................................................................
of.................................................................................................................
(address)
to be conferred a ........................................................................
I support my nomination by the following facts:
.................................................................................................................................................
................................................................................................................................................
................................................................................................................................................
Signature of full member
..........................................................
Signature of seconder (full member)
.........................................................
Date.............................
