Member States

ASSOCIATIONS INCORPORATION ACT 1985 (SA)

RULES

of

AUSTRALIAN BASEBALL FEDERATION INCORPORATED

PART II - MEMBER STATES

(Adopted by Council 27 February 1999)

3 MEMBER STATES

3.1     Recognition of Member States

The entity which is recognised as the only official representative of and controlling authority for the sport of baseball in a State (in the Council's sole discretion) is or shall be recognised as a Member State and shall administer the sport of baseball in that particular State in accordance with the objects of the Federation. Each Member State shall be named according to the State in which it is located, which name must be approved by Council.

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3.2     Compliance of Member States

Each Member State shall:

(a)     be incorporated in its particular State;

(b)     elect or appoint 1 State Delegate annually to represent it at General Meetings in accordance with these Rules;

(c)     provide the Federation with copies of its audited accounts, annual report and other associated documents immediately following the Member State's annual general meeting;

(d)     adopt the objects of the Federation and adopt rules which reflect and which are to the extent permitted or required by the State Act generally in conformity with these Rules;

(e)     apply its property and capacity solely in pursuit of the objects of the Federation, the Member State and the sport of baseball;

(f)      at all times act for the joint advantage of the Federation and the Members and the sport of baseball;

(g)     do all that is reasonably necessary to enable the objects of the Federation to be achieved;

(h)     act in good faith and loyalty to ensure the maintenance and enhancement of the Federation and the sport of baseball, its standards, quality and reputation for the collective and mutual benefit of the Members and the sport of baseball;

(i)      at all times operate with and promote mutual trust and confidence between the Federation and the Members in pursuit of these objects; and

(j)      at all times act on behalf of and in the interests of the Members and the sport of baseball.

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3.3     Operation of Rules

The Federation and the Member States agree:

(a)     that they are bound by these Rules and that these Rules operate to create uniformity in the way in which the objects of the Federation and the sport of baseball are to be conducted, encouraged, promoted and administered in Australia;

(b)     to act in good faith and loyalty to each other to ensure the maintenance and enhancement of the sport of baseball, its standards, quality and reputation for the collective and mutual benefit of the Members and the sport of baseball;

(c)     not to do or permit to be done any act or thing which might adversely affect or derogate from the standards, quality and reputation of the sport of baseball and its maintenance and enhancement;

(d)     to make full and proper disclosure to each other of all matters of importance to the Federation and the sport of baseball;

(e)     not to acquire a private advantage at the expense of the Federation or any other Member State or the sport of baseball;

(f)     to operate with mutual trust and confidence in pursuit of the objects of the Federation;

(g)     to promote the economic and sporting success, strength and stability of each other and to act interdependently with each other in pursuit of the objects of the Federation;

(h)     to act for and on behalf of the interests of the sport of baseball, the Federation and the Members; and

(i)     that should a Member State have administrative, operational or financial difficulties, including but not limited to where a Member State:

(i)     takes or has taken or has instituted against it any action or proceeding, whether voluntary or compulsory, having as its object the winding up of the Member State; or

(ii)     enters into a composition or arrangement with its creditors, other than a voluntary winding up by members for the purpose of reconstruction or amalgamation; or

(iii)     a mortgagee or other creditor takes possession of any of its assets;

the Council may, in its absolute discretion, act to assist that Member State in whatever manner and on such conditions as the Council considers appropriate, including but not limited to the appointment of an administrator.