ASSOCIATIONS INCORPORATION ACT 1985 (SA)
RULES
of
AUSTRALIAN BASEBALL FEDERATION INCORPORATED
PART IV - GENERAL MEETINGS
(Adopted by Council 27 February 1999)
| PDF Version | Table of Contents |
| Quorum | Chairman to Preside | Adjournment of Meeting | Voting Procedure | Recording of Determinations | Where Poll Demanded | Resolutions Not in Meeting |
18 PROCEEDINGS AT GENERAL MEETINGS
No business shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business. A quorum for General Meetings of the Federation shall be 6 Member States.
The Chairman shall, subject to these Rules, preside at every General Meeting of the Federation. If the Chairman is not present, or is unwilling or unable to preside, the Deputy Chairman shall, subject to these Rules, preside as chairman for that meeting only. If the Deputy Chairman is not present, or is unwilling or unable to preside, the Members shall choose one of the remaining Directors who shall, subject to these Rules, preside as chairman for that meeting only.
(a) If within half an hour from the time appointed for the General Meeting a quorum is not present the meeting shall be adjourned to such other day and at such other time and place as the Chiarman may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the meeting will lapse.
(b) The Chairman may, with the consent of any General Meeting at which a quorum is present, and shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(c) When a General Meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
(d) Except as provided in Rule 18.3 (c), it shall not be necessary to give any notice of an adjournment or the business to be transacted at any adjourned meeting.
At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded:
(a) by the Chairman; or
(b) by 4 Members entitled to vote.
18.5 Recording of Determinations
Unless a poll is demanded under Rule 18.4, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the book containing the minutes of the proceedings of the Federation shall be conclusive evidence of the fact without proof of the number of the votes recorded in favour of or against the resolution.
If a poll is duly demanded under Rule 18.4 it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded.
18.7 Resolutions Not in Meeting
(a) Except:
(i) where prohibited by the Act;
(ii) in the case of an Annual General Meeting; or
(iii) where a Special Resolution is required under these Rules or under the Act;
a resolution in writing, signed or assented to by facsimile or other form of visible or other electronic communication by all the Members entitled to vote shall be as valid and effectual as if it had been passed at a meeting of Members entitled to vote duly convened and held. Any such resolution may consist of several documents in like form, each signed by 1 or more of the Members entitled to vote.
(b) Without limiting the power of the Council to hold Special General Meetings in accordance with these Rules and otherwise as they see fit, a meeting of Council may be held where 1 or more of the Members entitled to vote is not physically present at the meeting, provided that:
(i) all persons participating in the meeting are able to communicate with each other effectively, simultaneously and instantaneously whether by means of telephone or other form of communication;
(ii) notice of the meeting is given to all persons entitled to notice in accordance with these Rules;
(iii) in the event that a failure in communications prevents Rule 18.7 (b) (i) from being satisfied by a quorum then the meeting shall be suspended until Rule 18.7 (b) (i) is satisfied again. If such is not satisfied within 15 minutes from the interruption the meeting shall be deemed to have terminated; and
(iv) no meeting shall be invalidated merely because no Member entitled to vote is physically present at the place for the meeting specified in the notice of meeting.
