CONSTITUTION OF THE GORDONS BAY SCUBA DIVING CLUB

NAME

1

The name of the association is hereinafter referred to, as the CLUB is the GORDONS BAY SCUBA DIVING CLUB.

OBJECTS

2(a)

The objects of the CLUB are to encourage the study of marine life, to improve the practice of marine study and advance the knowledge of the marine sciences. In practice to establish and maintain an underwater nature trail in Gordons Bay. Meetings will be held to decide what material should be published to further the objects of the CLUB. Activities to be undertaken to widen and improve the knowledge of people involved in the marine sciences particularly in relation to Gordons Bay. One activity to be undertaken is reporting and maintaining the species list of Gordons Bay. The species list of Gordons Bay is attached to this constitution as appendix A.

2(b)

Members are encouraged to scuba dive at least monthly subject to the weather to create and maintain an underwater nature trail in Gordons Bay for the benefit of the diving community world.

PATRONS

3

The council may invite distinguished persons to be the Patron in chief and Patron of the CLUB.

FOUNDER

4(a)

The members of the council may by nomination elect a distinguished person who has given exceptional meritorious service to the club, marine sciences and scuba diving to hold office as Founder of the CLUB.

4(b)

The Founder shall be entitled to attend and vote at all meetings of the council.

OFFICERS AND COUNCIL

5

The council shall have the following offices namely a President, a Vice-President, a Secretary, and a Treasurer.

6

The council may appoint additional officers namely an assistant secretary and an assistant treasurer.

7

The council shall consist of the following members:

1. The officers.
2. The immediate past President.
3. Not more than 16 other members.

8(a)

Only a person who is a member of the CLUB may be elected or appointed as an officer or member of the council.

8(b)

The officers mentioned in paragraph 5 and not more than 12 other members of the club shall be elected at an annual general meeting of the club. The council may appoint additional officers but so that the total number of the members does not exceed 16.

8(c)

A candidate for election as an officer or other member of the council shall be proposed and seconded in writing and the nomination with the candidates consent shall be delivered at least 7 days prior to the annual general meeting. The address shall be determined by the council and notified in the notice of the annual general meeting given under clause 17.

The annual general meeting may receive an oral nomination if no valid nomination has been received for that office.

8(d)

The council may appoint any member to a position as officer or other member of the council if that office is for the time being vacant.

8(e)

Every officer and member of the Council shall hold office until the annual general meeting next following his or her election or appointment unless in the meantime he or she have retired or ceased to hold office.

9

At any meeting of the council each member shall have one vote and the President or the member chosen by the members present to act in place of the President in his or her absence shall have the casting vote.

10

The affairs of the CLUB shall be conducted by the officers of the council.

COMMITTEE

11(a)

The Council may delegate a committee consisting of one or more persons as it sees fit.

11(b)

The powers of such committees shall terminate at the expiry of the period of its appointment or on prior cancellation of its powers by the council whichever occurs first.

11(c)

A member of a committee must be a member of the CLUB but need not be a member of the council.

MEMBERS

12(a)

The only persons eligible to be members of the CLUB will be by reason of their professional standing, special knowledge, integrity or have contributed or likely to contribute to the advancement and application of the marine sciences in relation to Gordons Bay in the opinion of the council.

12(b)

Membership of the CLUB shall consist of:

1. Members
2. Honorary life members
3. Corresponding members

12(c)

Members of the CLUB shall be those persons duly admitted to membership in accordance with clause 13 and not falling within any other class of membership.

12(d)

Honorary life members shall be such persons not exceeding 12 in number as the council shall nominate by reason of their exceptional and meritorious contributions to the objects of the CLUB or to the marine sciences generally or for such other reasons as the council may deem sufficient. Honorary life members shall entitled to exercise all the rights and privileges and shall be subject to all the responsibilities of the CLUB save that they shall not be required to pay dues.

12(e)

Corresponding members shall be distinguished persons who in the opinion of the council by reason of residence abroad or other adequate reason are unable to scuba dive with the CLUB. Corresponding members are required to pay all dues and are entitled to exercise all other rights and privileges.

ADMISSION TO MEMBERSHIP

13(a)

Admission to membership of the CLUB shall be by invitation only in accordance with the procedure set out in either paragraph (b) or (c).

13(b)

Any member of the CLUB may submit to the council in writing the name of any person whom he or she considers eligible for membership. The council may determine that an invitation to become a member should be extended to any such person.

13(c)

The Secretary shall hold and maintain an up-to-date list of members.

MEETINGS

14

An annual general meeting of the CLUB shall be held each year as such time as the council may appoint.

15

An extraordinary general meeting of the CLUB shall be called by the President if a requisition signed by not less than 25 members is delivered to the President.

16

The council may call such additional meetings as it sees fit and may arrange such conferences, planning sessions and other gatherings as it sees fit.

17

Fourteen days notice shall be given of any meeting of the CLUB and of the business to be conducted thereat. The quorum for any meeting of the CLUB shall be 25 provided that within half an hour after the appointed time for commencement a quorum is not present the meeting shall stand adjourned to such time and place as the chairman may direct and if at the adjourned meeting a quorum is not present within half an hour of the commencement the members present shall be a quorum.

18

Guests may be admitted to any meeting, conference, session or other gathering unless the council directs to the contrary.

EXPULSION

19

The name of any member who shall be found in the opinion of the council no longer to be a fit and proper person to continue to be a member of the CLUB shall subject to due notice and right of appeal to a general meeting of the CLUB be removed from the list of members in accordance with such procedure as may be determined by the council.

SUBSCRIPTION

20(a)

Every member shall upon election and thereafter on the first day of August in each year or on such other date as the Council may determine pay a subscription in such sum as the council may determine from time to time.

20(b)

If annual subscription has not been paid within six months of the date when it falls due the member in default may be suspended from membership by resolution by the Council. A member so suspended may be reinstated by the council upon payment of all dues or on such other terms as the council may decide. The Council from the list of members may forthwith remove if any such subscription shall remain unpaid from a period of two years from the date when it falls due then the name of the defaulting member.

The member may apply to be readmitted on such terms as the Council may decide.

FINANCE

21

No financial obligation shall be incurred on behalf of the CLUB without the approval of the Council or of any Officer or Committee to which the Council shall have delegated its powers in that respect.

21(a)

In the of the CLUB being dissolved; the amount which remains after such dissolution and the satisfaction of all debts and liabilities shall be paid and applied by the council in accordance with its powers to an organization which is exempt from income tax under section 23 of the Income Tax Assessment Act.

22

The CLUB shall not initiate any dividend, gift, division or bonus in money to or between any of its members.

23

The funds of the CLUB shall be deposited in a bank account in the name of the CLUB and such bank account may be operated on by any two members of the Council as may be selected by the Council for that purpose.

25

This constitution may be amended by a resolution duly carried by three fourths of those members present and voting at any regularly convened annual or extraordinary general meeting of the council provided that each proposed amendment shall have been dispatched by ordinary post to the last known address of all members at least 14 days prior to the meeting.

COPY OF CONSTITUTION

26

A copy of this constitution shall be handed to or sent by post to each new member of the Council on his or her election or appointment.

WE CERTIFY THAT THE REVISED CONSTITUTION SET OUT ON THE PREVIOUS 6 PAGES AND THIS PAGE WAS DULY APOPTED AT THE ANNUAL GENERAL MEETING OF THE GORDONS BAY SCUBA DIVING CLUB. On 8th March 2005

President -

Secretary -

Members-