Z.P.C CONSTITUTION

THE CONSTITUTION

 

OF

 

ZARIA POLO CLUB

 

 

 

Alhaji Muhammadu Aminu Square,

 

Zaria, Kaduna State, Nigeria.

 

Phone:  08032004132

 

Email: info@localhost

 

Web: www.zariapoloclub.com

 

 

 

 

 

TABLE OF CONTENTS

 

PART 1: OBJECTS POWERS AND INTERPRETATION……………………………………………………….1

 

  1. NAME OF CLUB…………………………………………………………………………………………………………….1

 

  1. DEFINITIONS AND INTERPRETATION…………………………………………………………………………..1

 

2.1 Definitions………………………………………………………………………………1

 

2.2 Interpretation………………………………………………………………………….2

 

2.3 Severance……………………………………………………………………………..3

 

2.4 The Act………………………………………………………………………………….3

 

  1. OBJECTS OF THE CLUB ………………………………………………………………………………………………3

 

  1. POWERS OF THE CLUB ……………………………………………………………………………………………….4

 

PART 2: MEMBERS………………………………………………………………………………………………………….4

 

  1. MEMBERS…………………………………………………………………………………………………………………..4

 

5.1 Categories of Members……………………………………………………………4

 

5.2 Life Members………………………………………………………………………….5

 

  1. AFFILIATION………………………………………………………………………………………………………………..5

 

6.1 Clubs……………………………………………………………………………………..5

 

6.2 Application for affiliation……………………………………………………………6

 

6.3 Discretion to accept or reject application…………………………………….6

 

6.4 Re-affiliation……………………………………………………………………………6

 

6.5 Deemed Membership………………………………………………………………6

 

  1. REGISTER OF MEMBERS……………………………………………………………………………………………6

 

7.1 Club to keep Register……………………………………………………………..6

 

7.2 Inspection of Register………………………………………………………………7

 

7.3 Use of Register……………………………………………………………………….7

 

  1. EFFECT OF MEMBERSHIP………………………………………………………………………………………….7

 

  1. DISCONTINUANCE OF MEMBERSHIP…………………………………………………………………………7

 

9.1 Notice of Resignation………………………………………………………………7

 

9.2 Discontinuance for breach………………………………………………………..8

 

9.3 Discontinuance for failure to re-affiliate………………………………………8

 

9.4 Member to re-apply…………………………………………………………………8

 

9.5 Forfeiture of rights…………………………………………………………………..8

 

9.6 Delegate position lapses………………………………………………………….9

 

9.7 Membership may be reinstated…………………………………………………9

 

9.8 Refund of membership fees……………………………………………………..9

 

  1. DISCIPLINE……………………………………………………………………………………………………………..9

 

  1. SUBSCRIPTIONS AND FEES……………………………………………………………………………………9

 

  1. TRANSITIONAL ARRANGEMENTS……………………………………………………………………………9

 

PART 3: GENERAL MEETINGS…………………………………………………………………………………….10

 

  1. ANNUAL GENERAL MEETING……………………………………………………………………………………10

 

  1. SPECIAL GENERAL MEETINGS…………………………………………………………………………………10

 

14.1 Special General Meetings may be held…………………………………….10

 

14.2 Requisition of Special General Meetings……………………………………………10

 

  1. NOTICE OF GENERAL MEETING……………………………………………………………………………….10

 

  1. BUSINESS………………………………………………………………………………………………………………..11

 

  1. NOTICES OF MOTION………………………………………………………………………………………………11

 

  1. PROCEEDINGS AT GENERAL MEETINGS…………………………………………………………………11

 

18.1 Quorum……………………………………………………………………………….11

 

18.2 Chairperson to preside…………………………………………………………..11

 

18.3 Adjournment of meeting…………………………………………………………11

 

18.4 Voting procedure…………………………………………………………………..12

 

18.5 Recording of determinations……………………………………………………12

 

18.6 Where poll demanded……………………………………………………………12

 

  1. VOTING AT GENERAL MEETINGS…………………………………………………………………………….12

 

19.1 Members Entitled to Vote……………………………………………………….12

 

19.2 Postal Voting………………………………………………………………………..12

 

  1. PROXY VOTING……………………………………………………………………………………………………….13

 

PART 4: THE BOARD……………………………………………………………………………………………………..13

 

  1. POWERS OF THE BOARD…………………………………………………………………………………………13

 

  1. COMPOSITION OF THE BOARD………………………………………………………………………………..13

 

22.1 Composition of the Board……………………………………………………….13

 

22.2 No Delegates………………………………………………………………………..14

 

22.3 chairman and chair………………………………………………………………..14

 

22.4 Eligibility of Officials………………………………………………………………14

 

22.5 Portfolios………………………………………………………………………………14

 

  1. CHAIRMAN AND ELECTED OFFICIALS…………………………………………………………………14

 

23.1 Nominations…………………………………………………………………………14

 

23.2 Form of Nominations……………………………………………………………..14

 

23.3 Elections………………………………………………………………………………15

 

23.4 Term of appointment for elected Officials…………………………………15

 

  1. APPOINTED OFFICIALS………………………………………………………………………………………15

 

24.1 Appointment of Officials………………………………………………………….15

 

24.2 Qualifications for appointed Officials…………………………………………15

 

24.3 Term of appointment for appointed Officials………………………………16

 

  1. VACANCIES ON THE BOARD…………………………………………………………………………………..16

 

25.1 Casual vacancies………………………………………………………………….16

 

25.2 Grounds for termination of Officials………………………………………….16

 

25.3 Board may act………………………………………………………………………17

 

  1. MEETINGS OF THE BOARD…………………………………………………………………………………….17

 

26.1 Board to meet……………………………………………………………………….17

 

26.2 Decisions of Board………………………………………………………………..17

 

26.3 Resolutions not in meeting……………………………………………………..17

 

26.4 Quorum……………………………………………………………………………….18

 

26.5 Notice of Board meetings……………………………………………………….18

 

26.6 Chairperson………………………………………………………………………….18

 

  1. CONFLICTS……………………………………………………………………………………………………………18

 

27.1 Officials’ interests…………………………………………………………………..18

 

27.2 Conflict of interest………………………………………………………………….18

 

27.3 Disclosure of interests………………………………………………………….. 19

 

27.4 General Disclosure…………………………………………………………………19

 

27.5 Recording Disclosures…………………………………………………………….19

 

PART 5: RECOGNITION OF SPORT STRUCTURE…………………………………………………………19

 

  1. STATUS AND COMPLIANCE OF CLUB……………………………………………………………….19

 

28.1 Recognition of Club………………………………………………………………19

 

28.2 Compliance of Club………………………………………………………………19

 

28.3 Operation of Constitution………………………………………………………..20

  1. REGISTER…………………………………………………………………………………………………………….20

 

29.1 Register……………………………………………………………………………….20

 

  1. STATUS AND COMPLIANCE OF CLUB……………………………………………………………………20

 

30.1 Compliance………………………………………………………………………….20

 

30.2 Club Constitutions…………………………………………………………………21

 

30.3 Register……………………………………………………………………………….21

 

PART 6: MISCELLANEOUS………………………………………………………………………………………….21

 

  1. STRATEGIC FORUM OF CLUB……………………………………………………………………………….21

 

31.1 Strategic forums……………………………………………………………………21

 

31.2 Attendees at strategic forums………………………………………………….21

 

  1. EXECUTIVE ASSISTANT………………………………………………………………………………………..22

 

32.1 Appointment of Executive Assistant…………………………………………22

 

32.2 Specific Duties………………………………………………………………………22

 

32.3 Board power to manage…………………………………………………………22

 

  1. DELEGATIONS……………………………………………………………………………………………………..22

 

33.1 Board may delegate functions…………………………………………………22

 

33.2 Delegation by instrument………………………………………………………..22

 

33.3 Delegated function exercised in accordance with terms………………23

 

33.4 Procedure of delegated entity………………………………………………….23

 

33.5 Delegation may be conditional………………………………………………..23

 

33.6 Revocation of delegation………………………………………………………..23

 

  1. REGULATIONS…………………………………………………………………………………………………….23

 

34.1 Board to formulate regulations………………………………………………..23

 

34.2 Regulations binding……………………………………………………………….23

 

34.3 Regulations deemed applicable………………………………………………23

 

34.4 Bulletins binding on Members…………………………………………………23

 

  1. NOTICE……………………………………………………………………………………………………………….24

 

  1. SEAL……………………………………………………………………………………………………………………24

 

36.1 Seal……………………………………………………………………………………..24

 

36.2 Absence of common seal……………………………………………………….24

 

  1. GRIEVANCE PROCEDURE………………………………………………………………………………….24

 

  1. INDEMNITY…………………………………………………………………………………………………………25

 

  1. RECORDS AND ACCOUNTS……………………………………………………………………………….25

 

39.1 Records……………………………………………………………………………….25

 

39.2 Records kept in accordance with Act……………………………………….25

 

39.3 Club to Retain Records………………………………………………………….25

 

39.4 Board to submit accounts……………………………………………………….25

 

39.5 Accounts conclusive………………………………………………………………………..25

39.6 Accounts to be sent to Members………………………………………………………26

39.7 Negotiable instruments……………………………………………………………………26

  1. AUDITOR……………………………………………………………………………………………………………26

 

  1. INCOME……………………………………………………………………………………………………………..26

 

  1. WINDING UP………………………………………………………………………………………………………27

 

  1. ALTERATION OF CONSTITUTION…………………………………………………………………….27

 

Constitution of Zaria Polo Club

 

 

 

PART 1: OBJECTS POWERS AND INTERPRETATION

 

NAME OF CLUB

The name of the Club is Zaria Polo Club.

 

2.0.DEFINITIONS AND INTERPRETATION

 

2.1.DEFINITIONS

 

In this Constitution unless the contrary intention appears: Act means the Corporations Act 2014 (Cth).

 

Affiliate Member means an individual who is an umpire, referee, coach or other official who is associated with the Club but who is not an Individual Member.

 

Appointed Chairman means a Chairman appointed by the Board.

 

Board means the body consisting of the Officials.

 

Club means a Zaria Polo club which is a Member, or is otherwise affiliated with the National Body (NPF).

 

Zaria Polo Club means Zaria Polo Club Team.

 

Constitution means this Constitution of the Club.

 

Delegate means the person(s) appointed from time to time to act for and on behalf of a Club and to represent the Club at General Meetings.

 

Official means a member of the Board and includes any person acting in that capacity from time to time appointed in accordance with this Constitution but does not include the Executive Assistant.

 

Executive Assistant means the General Secretary of the Club for the time being appointed under this Constitution.

 

Financial year means the year commencing on 1 July and ending on 30 June each year.

 

NPF means the Nigeria Polo Federation.

 

General Meeting means the annual or any special general meeting of the Club.

 

Zaria Means the geographical area within the Zaria Basin or other geographical area determined by the Board.

 

Individual Member means a registered, financial member of a Club or a natural person who is otherwise recognised by the Club as an Individual Member.

 

Intellectual Property means all rights subsisting in copyright, business names, names, trademarks (or signs), logos, designs, equipment including computer software, images or service marks relating to the Club or any activity of or conducted, promoted or administered by the Club.

 

Life Member means an individual appointed as a Life Member or Honorary Life Member of the Club under rule 5.2.

 

Member means a member for the time being of the Club.

 

National Body means the Nigerian Polo Federation (N.P.F) national body for Polo

 

Objects means the objects of the Zaria Polo Club in rule 2.

 

Polo means the sport of polo.

 

Chairman means the Chairman of the Club elected annually under rule 22.3.

 

Register means a register of Members kept and maintained in accordance with  rule 7.

 

Regulations mean any Regulations made by the Board under rule 34.

 

Seal means the common seal of the Club.

 

Special Resolution means a special resolution defined in the Act.

 

Vice Chairman means the Vice Chairman of the Club elected annually under rule 22.3

 

2.2 Interpretation

 

In this Constitution:

 

  1. a) A reference to a function includes a reference to a power, authority and duty;

 

  1. b) a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority of the performance of the duty;

 

  1. c) words importing the singular include the plural and vice versa;

 

  1. d) words importing any gender include the other genders;

 

  1. e) references to persons include corporations and bodies politic;

 

  1. f) references to a person include the legal personal representatives, successors and permitted assigns of that person;

 

  1. g) A reference to a statute, ordinance code or other law includes regulation and other statutory instruments under it and considerations, amendments reenactments or replacement or any of them (whether of the same or any legislative authority having jurisdiction; and.

 

  1. h) a reference to “writing” shall unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form, including messages sent by electronic mail.

 

2.3 Severance

 

If any provision of this Constitution or any phrase contained in it is invalid or unenforceable, the phrase or provision is to be read down if possible, so as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or unenforceability, without affecting the remaining provisions of this Constitution.

 

2.4 The Act

 

Except where the contrary intention appears, in this Constitution, an expression that  deals with a matter under the Act has the same meaning as that provision of the Act.  The replaceable rules in the Act are expressly displaced by this Constitution.

 

OBJECTS OF THE COMPANY

 

The Company is established solely for the Objects.  The Objects of the Zaria Polo Club are to:

 

  1. a) conduct, encourage, promote, advance and administer Polo throughout Zaria as a whole;

 

  1. b) ensure the maintenance and enhancement of the Zaria Polo Club, the Members and Polo, its standards, quality and reputation for the benefit of the Members and Polo;

 

  1. c) At all times promote mutual trust and confidence between the Zaria Polo Club, the National Body (NPF) and the Members in pursuit of these Objects;

 

  1. d) At all times act on behalf of, and in the interest of, the Members and Polo in Zaria;

 

  1. e) Promote the economic and community service success, strength and stability of the Zaria Polo Club, the Members and Polo in Zaria;

 

  1. f) Elect to affiliate and liaise with the National Body or (NPF) to further these Objects and Polo;

 

  1. g) Use and protect the Intellectual Property;

 

  1. h) Apply the property and capacity of the Zaria Polo Club towards the fulfillment and achievement of these Objects;

 

  1. i) strive for Government, commercial and public recognition of the Zaria Polo Club as the controlling body for Polo in Zaria;

 

  1. j) abide by, promulgate, enforce and secure uniformity in the application of, the rules of Polo as may be determined from time to time by the National Body NPF and as may be necessary for the management and control of Polo and related activities in Zaria Polo Club;

 

  1. k) Advance the operations and activities of the Zaria Polo Club throughout Zaria;

 

  1. l) Farther develop Zaria Polo Club into an organized institution and with these Objects in view, to foster, regulate, organize and manage examinations, competitions, displays and other activities and to issue badges, medallions and certificates and award trophies to successful Members;

 

  1. m) Review and/or determine any matters relating to Polo which may arise, or be referred to it, by any Member;

 

  1. n) Recognize any penalty imposed upon any Member;

 

  1. o) Act as arbiter (as required) on all matters pertaining to the conduct of Polo in Zaria, including disciplinary matters;

 

  1. p) Pursue such commercial arrangements, including sponsorship and marketing opportunities as are appropriate to further the interests of Polo in Zaria;

 

  1. q) Adopt and implement such policies as may be developed by the National Body (NPF), and agreed by the Zaria Polo Club, including (as relevant and applicable) member protection, anti-doping , health and safety, junior sport, infectious diseases, horse welfare and such other matters as may arise as issues to be addressed in Polo;

 

  1. r) Represent the interests of its Members and of Polo generally in any appropriate forum in Zaria;

 

  1. s) Enable Members to receive the benefits which these Objects are intended to achieve;

 

  1. t) Promote the health and safety of Members and all other participants in Polo in Zaria;

 

  1. u) Seek and obtain improved facilities for the enjoyment of Polo in Zaria; and

 

  1. v) Undertake and or do all such things or activities which are necessary, incidental or conducive to the advancement of these Objects.

 

POWERS OF THE Zaria Polo Club

 

Solely for furthering the Objects, the Zaria Polo Club has the legal capacity and powers of a Club as set out under section 124 of the Act.

 

PART 2: MEMBERS

 

MEMBERS

 

5.1 Categories of Members

 

The Members of the Zaria Polo Club shall consist of:

 

Club, which subject to this Constitution, shall be represented by a Delegate, and who shall have the right to receive notice of General Meetings and to be present, debate and vote on behalf of the Zaria Polo Club at General Meetings;

Life Members, Honorary Life Members, who subject to this Constitution, shall have the right to receive notice of General Meetings and to be present and to debate at General Meetings, but shall have no voting rights;

Individual Members, Affiliate Members and the Directors who shall have the right to be present at General meetings but shall have no rights, to debate or to vote at General Meetings; and

Such new or other categories of Members as may be established by the Board.  Any new category of Member established by the Board cannot be granted voting rights without the approval of the Club in General Meeting.

 

5.2 Life Members

 

The Board may recommend to the Annual General Meeting that any natural person who has rendered distinguished service to the Polo Club, where such service is deemed to have assisted the advancement of Polo in Zaria, be appointed as a Life Member.

A resolution of the Annual General Meeting to confer life membership (subject to rule 5.2(c)) on the recommendation of the Board must be a Special Resolution.

A person must accept or reject the Club’s resolution to confer life membership in writing.  Upon written acceptance, the person’s details shall be entered upon the Register, and from the time of entry on the Register the person shall be a Life Member.

AFFILIATION

 

6.1 Clubs

 

To be, or remain, eligible for membership, a Club must be incorporated or in the process of incorporation.  This process must be complete within one year of applying for membership under this Constitution.

For such time as the Club is not incorporated, the secretary of any such unincorporated Club shall be deemed to be the Member (on behalf of the unincorporated entity), and shall be entitled to exercise the same voting andother rights and have the same obligations and shall follow such procedures on behalf of the unincorporated Club as incorporated Members, to the extent that this is possible.

Any dispute or uncertainty as to the application of this Constitution to an unincorporated Club shall be resolved by the Board in its sole discretion.

Failure to incorporate within the period stated in rule 6.1(a) shall result in the expulsion of the secretary (acting on behalf of the unincorporated entity) from membership.  The expelled unincorporated entity shall not be entitled to reapply for membership until it becomes incorporated.

 

6.2 Application for affiliation

 

A Club’s application for affiliation must be:

 

in writing on the form prescribed from time to time by the Board (if any), from the applicant or its nominated representative and lodged with the Club;

accompanied by a copy of the applicant’s constitution (which must be acceptable to the Club and must substantially conform to this Constitution) and the applicant’s register of members; and

accompanied by the appropriate fee (if any).

 

6.3 Discretion to accept or reject application

 

The Club may accept or reject an application whether the applicant has complied with the requirements in clauses 6.1 and 6.2 or not.  The Club shall not be required or compelled to provide any reason for such acceptance or rejection.

Where the Club accepts an application, the applicant shall, become a Member.  Membership shall be deemed to commence upon acceptance of the application by the Club.  The Secretary shall amend the Register accordingly as soon as practicable.

Where the Club rejects an application the Club shall refund any fees forwarded with the application and the application shall be deemed rejected by the Club.

 

6.4  Re-affiliation

 

Clubs must re-affiliate annually with the Zaria Polo Club in accordance with the procedures set down by the NPF in Regulations from time to time.

Upon re-affiliation a Club must lodge with the Company an updated copy of its constitution (including all amendments) and must provide details of any change in its Delegate and any other information reasonably required by the NPF.

 

6.5 Deemed Membership

 

All members which or who are, prior to the approval of this Constitution under the Act, members of the Club, shall be deemed Members from the time of approval of this Constitution under the Act.

Zaria Polo Club shall provide the NPF with such details as are reasonably required by the NPA under this Constitution within one (1) month of the approval of this Constitution under the Act.

REGISTER OF MEMBERS

 

7.1 Company to keep Register

 

The Club shall keep and maintain a Register in which shall be entered (as a minimum):

 

(a) the full name, address, category of membership and date of entry to membership of each Club; and

The full name, residential address and date of entry to membership of each Member and Life Member; and

Where applicable, the date of termination of membership of a Club.

Club Members and Life Members shall provide notice of any change and required details to the Club within one month of such change.

 

7.2 Inspection of Register

 

Having regard to the Act, confidentiality considerations and privacy laws, an extract of the

 

Register, excluding the address or other direct contact details of any Life Member or

 

Patrons, shall be available for inspection (but not copying) by Members, upon reasonable

 

request.

 

7.3 Use of Register

 

Subject to the Act, confidentiality considerations and privacy laws, the Register may be

 

used to further the Objects, in such manner as the Board considers appropriate.

 

EFFECT OF MEMBERSHIP

 

Members acknowledge and agree that:

 

This Constitution constitutes a contract between each of them and the Club and that they are bound by this Constitution and the Regulations;

They shall comply with and observe this Constitution and the Regulations and any determination, resolution or policy which may be made or passed by the Board or other entity with delegated authority;

By submitting to this Constitution and Regulations they are subject to the jurisdiction of the Club;

the Constitution and Regulations are necessary and reasonable for promoting the Objects and particularly the advancement and protection of Polo in Zaria; and

They are entitled to all benefits, advantages, privileges and services of Club membership.

 

 

 

 

 

DISCONTINUANCE OF MEMBERSHIP

 

9.1  Notice of Resignation

 

A Member having paid all arrears of fees payable to the Club may resign or withdraw from membership of the Club by giving one months notice in writing to the Club secretary of such resignation or withdrawal.

A Member may not resign, disaffiliate or otherwise seek to withdraw from the Club without approval by Special Resolution of the Club.  A copy of the relevant minutes of the Club meeting showing that the Special Resolution has been passed by the Member must be provided to the Club.

Upon the Club receiving notice of resignation of membership given under clauses 9.1(a) and 9.1(b), an entry in the Register shall be made recording the date on which the Member who or which gave notice ceased to be a Member.

 

 

 

9.2  Discontinuance for breach

 

Membership of the Club may be discontinued by the Board upon breach of any rule of this Constitution or the Regulations, including but not limited to the failure to pay any monies owed to the Club, failure to comply with the Regulations or any resolutions or determinations made or passed by the Board or any duly authorized committee.

Membership shall not be discontinued by the Board under rule 9.2(a) without the Board first giving the accused Member the opportunity to explain the breach and/or remedy the breach.

Where a Member fails, in the Board’s view to adequately explain the breach, that Member’s membership shall be discontinued under rule 9.2(a) by the Club giving written notice of the discontinuance to the Member.  The Register shall be amended to reflect any discontinuance of membership under this rule 9.3 as soon as practicable.

 

9.3 Member to re-apply

 

A Member whose membership has been discontinued under clauses 9.2:

must seek renewal or re-apply for membership in accordance with this Constitution; and

may be re-admitted at the discretion of the Board.

 

9.4. Forfeiture of rights

 

A Member who or which ceases to be a Member, for whatever reason, shall

 

forfeit all rights in and claims upon the Club and its property and shall not use

 

any property of the Club including the Intellectual Property.  Any Club

 

documents, records or other property in the possession, custody or control of

 

that Member shall be returned to the Club immediately.  Where a Player ceases

 

to be a Member it shall also forfeit all representation rights on the Board and at

 

General Meetings.

 

9.5 Delegate position lapses

 

The position of Delegate shall lapse immediately on cessation of membership of a Club.

 

9.6 Membership may be reinstated

 

Membership which has been discontinued under this rule 9 may be reinstated at the discretion of the Board, with such conditions as it deems appropriate.

 

9.7 Refund of membership fees

 

Membership fees or subscriptions paid by the discontinued Member may be refunded on a pro-rata basis to the Member upon discontinuance.

 

DISCIPLINE

 

  1. a) Where the Board is advised or considers that a Member has allegedly:

 

breached, failed, refused or neglected to comply with a provision of this Constitution, the Regulations, the rules and regulations of the National Body (NPF) or any resolution or determination of the Board or any duly authorised committee; or

acted in a manner unbecoming of a Member, or prejudicial to the purposes and interests of the Club, the National Body (NPF) and/or Polo; or

brought the Club, the National Body (NPF) , any other Member or Polo into disrepute;

 

  1. b) the Board may commence or cause to be commenced, disciplinary proceedings against that Member, and that Member, will be subject to, and submits unreservedly to the jurisdiction, procedures, penalties and the appeal mechanisms of the Club set out in the Regulations.

 

  1. c) The Board may appoint a judiciary committee to deal with any disciplinary matter referred to it. Such a judiciary committee shall operate in accordance with the procedures expressed in the Regulations but subject always to the Act.

 

SUBSCRIPTIONS AND FEES

 

The annual membership subscription (if any) and any fees or other levies payable by

 

Members to the Club, the time for and manner of payment, shall be as determined by

 

the Board.

 

TRANSITIONAL ARRANGEMENTS

 

  1. a) The members of the administrative or governing body (by whatever name called) of the Club in office immediately prior to approval of this Constitution under the Act shall continue in those positions until the next Annual General Meeting following such adoption of this Constitution. After this General Meeting the positions of Chairman shall be filled, vacated and otherwise dealt with in accordance with this Constitution.

 

  1. b) The person known and appointed to the position of Vice Chairman (or similar title) immediately prior to approval of this Constitution under the Act shall continue in that position following such approval, subject to any contractual arrangements.

 

PART 3: GENERAL MEETINGS

 

ANNUAL GENERAL MEETING

 

  1. a) An Annual General Meeting of the Club shall be held in accordance with the Act and this Constitution and on a date and at a venue to be determined by the Board.

 

  1. b) All General Meetings other than the Annual General Meeting shall be Special General Meetings and shall be held in accordance with this Constitution.

 

SPECIAL GENERAL MEETINGS

 

14.1Special General Meetings may be held

 

The Board may, whenever it thinks fit, convene a Special General Meeting of the Club and, where, but for this rule more than fifteen (15) months would elapse between Annual General Meetings, shall convene a Special General Meeting before the expiration of that period.

 

14.2Requisition of Special General Meetings

 

  1. a) The General Secretary shall on the requisition in writing of not less than five percent (5%) of voting Members convene a Special General Meeting.

 

  1. b) The requisition for a Special General Meeting shall state the object(s) of the meeting, shall be signed by the Members making the requisition and be sent to the Club and may consist of several documents in a like form, each signed by one or more of the Members making the requisitions.

 

  1. c) If the General Secretary does not cause a Special General Meeting to be held within one (1) month after the date on which the requisition is sent to the Club, the Members making the requisition, or any of them, may convene a Special General Meeting to be held not later than three (3) months after that date.

 

  1. d) A Special General Meeting convened by Members under this Constitution shall be convened in the same manner, or as nearly as possible as that, in which meetings are convened by the Board.

 

NOTICE OF GENERAL MEETING

 

  1. a) Notice of every General Meeting shall be given to every Club and Life Member or other Member entitled to receive notice at the address appearing in the Register kept by the Club. The General Secretary, Chairman and any appointed auditor shall also be entitled to notice of every General Meeting, which shall be sent to their last notified address.  No other person shall be entitled as of right to receive notices of General Meetings.

 

  1. b) A notice of a General Meeting shall specify the place and day and hour of meeting and shall state the issues to be discourse at the meeting.

 

  1. c) At least twenty-one (21) days’ notice of a General Meeting shall be given to those Members entitled to receive notice, together with:

 

  1. d) the agenda for the meeting;

 

  1. e) any notice of motion received from Members entitled to vote; and

 

  1. f) forms of authority in blank for proxy votes.

 

  1. g) Notice of every General Meeting shall be given in the manner authorized in rule 35.

 

Issues

The business to be transacted at the Annual General Meeting includes the consideration of accounts and the reports of the Board and any auditors, the election of Directors under this Constitution and the appointment of any auditors.

All business that is transacted at a General Meeting and all business that is transacted at an Annual General Meeting, with the exception of those matters set down in rule 16(a) shall be special business.

No business other than that stated on the notice for a General Meeting shall be transacted at that meeting.

NOTICES OF MOTION

 

Members entitled to vote may submit notices of motion for inclusion as special business at a General Meeting.  All notices of motion must be submitted in writing to the General Secretary  not less than thirty-five (35) days (excluding receiving date and meeting date) prior to the General Meeting.

 

PROCEEDINGS AT GENERAL MEETINGS

 

18.1 Quorum

 

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 shall be sixty per cent (60%) of Clubs represented by their Delegates.

 

18.2 Chairperson to preside

 

The Chairman shall, subject to this Constitution, preside as chair at every General Meeting, except if the Chairman is not present or unwilling or unable to preside, then the Vice Chairman shall preside as chair, except if the Vice President is not present or unwilling or unable to preside, then the Delegates present shall appoint another Director to preside as chairperson for that meeting only.

 

18.3 Adjournment of meeting

 

If within half an hour from the time appointed for a General Meeting, a quorum is not present the General Meeting shall be adjourned until the same day in the next week at the same time and place or to such other day and at such other time and place as the chairperson may determine and 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.

The chairperson may, with the consent of any 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.

When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

Except as provided in rule 18.3(c) it shall not be necessary to give any notice of an adjournment or the issues to be discussed at any adjourned meeting.

 

18.4 Voting procedure

 

At any 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 by:

 

(a) The Chairman; or

 

(b) A simple majority of Delegates on behalf of their Members.

 

 

 

18.5 Recording of determinations

 

Unless a poll is demanded under rule 18.4, a declaration by the chairperson 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 Club shall be conclusive evidence of the fact without proof of the number of the votes recorded in favour of or against the resolution.

 

18.6 Where poll demanded

 

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 chairperson directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded.

 

VOTING AT GENERAL MEETINGS

 

19.1 Members Entitled to Vote

 

Each Club shall be entitled to one (1) vote at General Meetings which, subject to this rule shall be exercised by the Club’s Delegate.  No other Member shall be entitled to vote but shall subject to this Constitution have, and be entitled to exercise, those rights set out in rule 5.1.  The Chainman, Vice Chairman and General Secretary shall have no right to vote at General Meetings.

 

19.2 Postal Voting

 

No motion shall be determined by a postal ballot unless determined by the Board.  If the Board so determines, the postal ballot shall be conducted under the procedures set by the Board from time to time.

 

PROXY VOTING

Proxy voting shall be permitted at all General Meetings provided a proxy form in the form approved by the Board from time to time, has been duly completed and executed and is lodged with the General Secretary at or before the commencement of the meeting.  Proxies shall only be exercised by Members entitled to vote and no Member entitled to vote shall exercise more than one (1) proxy vote at any one (1) time.

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.  A Delegate shall be entitled to instruct his proxy to vote in favour of or against any proposed resolutions.  Unless otherwise instructed the proxy may exercise the proxy vote as he thinks fit.

 

PART 4: THE BOARD

 

POWERS OF THE BOARD

 

Subject to the Act and this Constitution, the business of the Club shall be managed, and the powers of the Club shall be exercised, by the Board.  In particular, the Board as the governing body for Polo in Zaria shall be responsible for acting on State and local issues in accordance with the Objects and shall operate for the benefit of the Members and the community throughout Zaria and shall govern Polo in Zaria in accordance with this Constitution and in particular the Objects.

 

COMPOSITION OF THE BOARD

 

22.1 Composition of the Board

 

  1. The Board shall comprise:

 

  1. One (1) elected Chairman,  who must all be an Individual Member and who shall be elected under rules 22 and 23;

 

  1. Nine (9) elected officials, who must all be Individual Members and who shall be elected under rule 23; and

 

III.            Up to two (2) appointed Officials, who need not be Individual Members and who may be appointed by the Chairman elected under rule 23.

 

  1. of the nine (9) elected officials:

 

  1. Three (3) must be Individual Members from a Area located within the Zaria;

 

  1. Three (3) must be Individual Members from a Area located within the Zaria Zone; and

 

III.             Three (3) must be Individual Members from a Area located within the all part of Zaria Zone.

 

There must be at least one (1) elected Chairman and nine (9) elected Officials of the Club at any time.

 

22.2No Delegates

 

22.3A Chairman cannot also be a Delegate.

 

22.422.3 Chairman and chair

 

  1. a) The Chairman will be elected by the Delegates at the Annual General Meeting each year.

 

  1. b) The General Secretary and Treasurer will be elected by the Board.

 

  1. c) The Chairman shall be entitled to:

 

  1. d) chair all meetings of the Board; and

 

  1. e) attend and chair all meetings of the Club.

 

  1. f) The Chairman shall have no general voting rights except for a casting vote in the case of a deadlock.

 

22.5Eligibility of Officials

 

22.6The Board can recommend the necessary experience and qualifications for eligibility   of any Officials from time to time.

 

22.5Portfolios

 

The Board may allocate portfolios and/or titles to Officials.

 

CHAIRMAN AND ELECTED OFFICIALS

 

23.1Nominations

 

  1. a) Nominations for Chairman and elected Official’s positions shall be called for forty two (42) days prior to the Annual General Meeting. When calling for nominations, details of the relevant zone and any necessary qualifications and job descriptions for the positions shall also be provided.  Qualifications and job descriptions shall be as determined by the Board from time to time.

 

  1. b) Nominees for elected Chairman and Official positions must have been Individual Members of a Club for a minimum period of six (6) months prior to the nomination being delivered to the Club.

 

  1. c) Nominees for elected Official positions must declare any position they hold in a Club including as an officer (howsoever described including as a Delegate) or as a full time employee.

 

3.2 Form of Nominations

 

Nominations must be:

 

  1. a) In writing;

 

  1. b) On the prescribed form (if any) provided for that purpose;

 

  1. c) Signed by Individual Members from two (2) within the nominee’s zone who have been Individual Members of a Club for a minimum period of twelve (12) months prior to the nomination being delivered to the Club,

 

  1. d) Certified by the nominee (who must be an Individual Member) expressing his/her willingness to accept the position for which he/she is nominated; and

 

  1. e) Delivered to the Club not less than fourteen (14) daysbefore the date fixed for the Annual General Meeting.

 

23.3 Elections

 

  1. a) If the number of nominations received for the Board is equal to the number of vacancies to be filled or if there are insufficient nominations received to fill all vacancies on the Board, then those nominated shall be declared elected only if approved by the majority of Members from the nominee’s.

 

  1. b) If there are insufficient nominations received to fill all vacancies on the Board, or if a person is not approved by the majority of Members under rule 23.3(a), the positions will be deemed casual vacancies under rule 25.1.

 

  1. c) If the number of nominations exceeds the number of vacancies to be filled, a secret ballot must be taken in accordance with the Regulations or in the absence of Regulations, in such usual and proper manner as the Chairman directs.

 

23.4 Term of appointment for elected Officials

 

  1. a) Officials elected under this rule 23 shall be elected for a term of two (2) years. Subject to provisions in this Constitution relating to earlier retirement or removal of Officials, elected Officials  shall remain in office from the conclusion of the Annual General Meeting at which the election occurred until the conclusion of the second Annual General Meeting following.

 

  1. b) The sequence of retirements under rule 23.4(b) to ensure rotational terms shall be determined by lot.

 

APPOINTED OFFICIALS

 

24.1 Appointment of Officials

 

The elected Officials may appoint up to two (2) appointed Officials.

 

24.2 Qualifications for appointed Officials

 

The appointed Officials  may have specific skills in commerce, finance, marketing, law or

 

business generally or such other skills which complement the Board composition.  They do

 

not need to be Individual Members but must be natural persons.

 

24.3 Term of appointment for appointed Officials

 

  1. a) Pointed Officials may be appointed by the elected Officials under this Constitution for a term of two (2) years, which shall commence from the first Board meeting after the Annual General Meeting until after the conclusion of the second Annual General Meeting following.

 

  1. b) Appointed Officials may be appointed to ensure rotational terms that coincide with the elected Officials’ rotational terms.

 

  1. c) Any adjustment to the term of appointed Officials appointed under this Constitution necessary to ensure rotational terms under this Constitution, shall be determined by the Board.

 

VACANCIES ON THE BOARD

 

25.1 Casual vacancies

 

  1. a) To ensure clause 22.1(b) remains complied with, any casual vacancy occurring in the position of elected Officials may only be filled by a person who is an Individual Member of a Club. The person appointed to fill the vacancy must be approved by the majority of Clubs Members,  Any casual vacancy in a position of elected Official  may only be filled for the remainder of the vacating Official’s term under this Constitution.

 

  1. b) Any casual vacancy in the position of Appointed Official may be filled from among appropriately qualified persons. Any casual vacancy in a position of Appointed Official may only be filled for the remainder of the vacating Official’s term under this Constitution.

 

25.2 Grounds for termination of Official

 

In addition to the circumstances in which the office of a Official  becomes vacant by virtue of the Act, the office of a Official  becomes vacant if the Official:

 

  1. a) dies;

 

  1. b) becomes bankrupt or makes any arrangement or composition with her creditors generally;

 

  1. c) becomes of unsound mind or a person whose person or estate is liable to be dealt with in anyway under the law relating to mental health;

 

  1. d) resigns his/her office in writing to the Club;

 

  1. e) is absent without the consent of the Board from meetings of the Board held during a period of six (6) months;

 

  1. f) holds or applies for any office of employment with the Club;

 

  1. g) is directly or indirectly interested in any contract or proposed contract with the Club and fails to declare the nature of his/her interest;

 

  1. h) in the opinion of the Board (but subject always to this Constitution):

 

  1. i) Has materially breached any Regulation, code or policy adopted by the Club in relation to the operation of the Board;

 

  1. j) Has acted in a manner unbecoming or prejudicial to the Objects and interests of the Club;

 

  1. k) Has brought the Club into disrepute;

 

  1. l) Is removed by Special Resolution; or

 

  1. m) Would otherwise be prohibited from being a Official of a club under the Act.

 

25.3 Board may act

 

In the event of a casual vacancy or vacancies in the office of a Official or Officials, the remaining Officials may act but, if the number of remaining Officials is not sufficient to constitute a quorum at a meeting of the Board, they may act only for the purpose of increasing the number of Official to a number sufficient to constitute such a quorum.

 

MEETINGS OF THE BOARD

 

26.1Board to meet

 

The Board shall meet as often as is deemed necessary in every calendar year for the dispatch of business (and shall be at least as often as is required under the Act) and subject to this Constitution may adjourn and otherwise regulate its meetings as it thinks fit.  A Officials may at any time convene a meeting of the Board within a reasonable time.

 

26.2Decisions of Board

 

Subject to this Constitution, questions arising at any meeting of the Board shall be decided by a majority of votes and a determination of a majority of Officials  shall for all purposes be deemed a determination of the Board.  All Officials  shall have one (1) vote on any question.

 

26.3Resolutions not in meeting

 

  1. a) A resolution in writing, signed or assented to by electronic communication by all the Officials shall be as valid and effectual as if it had been passed at a meeting of Officials duly convened and held. Any such resolution may consist of several documents in like form each signed by one (1) or more of the Officials.

 

  1. b) Without limiting the power of the Board to regulate its meetings as it thinks fit, a meeting of the Board may be held where one (1) or more of the Officials is not physically present at the meeting, provided that:

 

  1. c) 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;

 

notice of the meeting is given to all the Officials  entitled to notice in accordance with the usual procedures agreed upon or laid down from time to time by the Board or this Constitution and such notice specifies that Officials are not required to be present in person;

 

  1. if a failure in communications prevents rule 26.3(b)(i) from being satisfied by that number of Officials which constitutes a quorum, and none of such Officials are present at the place where the meeting is deemed by virtue of the further provisions of this rule to be held then the meeting shall be suspended until rule 26.3(b)(i) is satisfied again. If such condition is not satisfied within fifteen (15) minutes from the interruption the meeting shall be deemed to have terminated or adjourned; and

 

  1. Any meeting held where one (1) or more of the Officials  is not physically present shall be deemed to be held at the place specified in the notice of meeting provided a Official is there present and if no Official is there present the meeting shall be deemed to be held at the place where the chairperson of the meeting is located.

 

26.4Quorum

 

At meetings of the Board the number of Officials whose presence is required to constitute a quorum is six (6). The Chairman shall not be counted for the purpose of establishing a quorum.

 

26.5Notice of Board meetings

 

Unless all Officials agree to hold a meeting at shorter notice (which agreement shall be sufficiently evidenced by their apology or presence) not less than fourteen (14) days written notice of the meeting of the Board shall be given to each Official.  The agenda shall be forwarded to each Official not less than four (4) days prior to such meeting.

 

26.6Chairperson

 

The Chairman shall chair meetings of Officials.  If the Chairman is not present or unable to chair a meeting, the Vice Chairman shall chair the meeting. If the Vice Chairman is not present or unable to chair a meeting, the General Secretary must elect a Official present at the meeting to chair a meeting, or part of it, if the Chairman is not available for holding the meeting or declines to act for the meeting or the part of the meeting.

 

CONFLICTS

 

27.1 Officials’ interests

 

A Official is disqualified by holding any place of profit or position of employment in the

 

Club either as vendor, purchaser or otherwise except with express resolution of

 

approval of the Board.  Any such contract or any contract or arrangement entered into

 

by or on behalf of the Club in which any official is in any way interested will be void

 

unless approved by the Board.

 

27.2 Conflict of interest

 

A Official shall declare his interest in any matter, including, but not limited to any

 

(a) contractual matter;

 

(b) selection matter;

 

(c) disciplinary matter; or

 

(d) financial matter;

 

in which a conflict of interest arises or may arise, and shall, unless otherwise

 

determined by the Board, absent himself from discussions of such matter and shall

 

not be entitled to vote in respect of such matter.  If the Official votes the vote shall not

 

be counted.  In the event of any uncertainty as to whether it is necessary for a Official

 

to absent himself from discussions and refrain from voting, the issue should be

 

immediately determined by vote of the Board, or if this is not possible, the matter shall

 

be adjourned or deferred.

 

27.3 Disclosure of interests

 

The nature of the interest of such Director must be declared by the Official at the meeting of the Board at which the relevant matter is first taken into consideration if the interest then exists or in any other case at the first meeting of the Board after the acquisition of the interest.  If a Official becomes interested in a matter after it is made or entered into the declaration of the interest must be made at the first meeting of the Board held after the Officials becomes so interested.

 

27.4 General Disclosure

 

A general notice that a Official is a member of any specified Team or Club and is to be regarded as interested in all transactions with that team or club is sufficient declaration under rule 27.3 as regards such Official and the said transactions.  After such general notice it is not necessary for such Official to give a special notice relating to any particular transaction with that team or club, and the Club shall keep a register of such declared interests.

 

27.5 Recording Disclosures

 

Any declaration made, any disclosure or any general notice given by a Official in accordance with clauses 27.2, 27.3 and/or 27.4 must be recorded in the minutes of the relevant meeting the Club’s register of declared interests.

 

PART 5: RECOGNITION OF SPORT STRUCTURE

 

STATUS AND COMPLIANCE OF CLUB

 

28.1 Recognition of Club

 

The Club is recognized by the National Body (NPF) as the controlling authority for Polo in Nigeria and subject to compliance with this Constitution shall continue to be so recognised and shall administer Polo in Zaria in accordance with the Objects.

 

28.2 Compliance of Club

 

The Members acknowledge and agree the Club shall:

 

(a)    Be or remain incorporated in Zaria;

 

(b)    Apply its property and capacity solely in pursuit of the Objects and Polo;

 

(c)    Do all that is reasonably necessary to enable the Objects to be achieved;

 

(d)   Act in good faith and loyalty to ensure the maintenance and enhancement of Polo, its standards, quality and reputation for the benefit of the Members and Polo;

 

(e)     At all times act in the interests of the Members and Polo;

 

(f)     Not resign, disaffiliate or otherwise seek to withdraw from the National Body (NPF) without approval by Special Resolution; and

 

(g)     Abide by the Nigerian (NPF) rules of Polo.

 

28.3 Operation of Constitution

 

The Club and the Members acknowledge and agree:

 

(a)    That they are bound by this Constitution and that this Constitution operates to create

 

(b)   Uniformity in the way in which the Objects and Polo are to be conducted, promoted, encouraged, advanced and administered throughout Zaria and;

 

(c)     To ensure the maintenance and enhancement of Polo, its standards, quality and reputation for the benefit of the Members and Polo;

 

(d)   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 Polo and its maintenance and enhancement;

 

(e)     To promote the economic and community service success, strength and stability of each other and to act interdependently with each other in pursuit of their respective objects;

 

(f)     To act in the interests of Polo and the Members;

 

(g)     That should a Member have administrative, operational or financial difficulties the Club may act to assist the Member in whatever manner the Club considers appropriate.

 

 

 

 

 

REGISTER

 

29.1 Register

 

The Club shall maintain a Register of all Clubs, and if appropriate all Individual Members, in

 

accordance with the Act.

 

STATUS AND COMPLIANCE OF CLUB

 

30.1 Compliance

 

Members acknowledge and agree that they shall:

 

  1. a) be or remain incorporated in Zaria;

 

  1. b) nominate a Delegate annually to attend General Meetings, and shall inform the Club of the details of that person accordingly;

 

  1. c) (c) recognize the Club as the authority for Polo in Zaria and the National Body (NPF) as the national authority for Polo;

 

  1. d) Adopt and implement such communications and Intellectual Property policies as may be developed by the Club from time to time; and

 

have regard to the Objects in any matter of the Club pertaining to Polo.

 

30.2 Club Constitutions

 

(a) Club will take all reasonable steps necessary to ensure their constituent documents, as best as practicable, conform to this Constitution.

 

(b) Club shall provide a copy of their constituent documents and all amendments to these documents.  Club acknowledge and agree that the Club has power to veto any provision in a Club constitution which, in the Club’s opinion, is contrary to the Objects.

 

(c) The constituent documents, at the earliest available opportunity, but within one year of the commencement of this Constitution, recognise the Club as the authority for Polo in Zaria and the National Body (NPF) as the national authority for Polo in Nigeria.

 

30.3 Register

 

Club shall maintain, in a form acceptable to the Club, a register of all Members of the Club, and should be provided with regular updates of the register to the Club by Members.

 

PART 6: MISCELLANEOUS

 

STRATEGIC FORUM OF CLUB

 

31.1 Strategic forums

 

The Club may hold strategic forums.  The object of a strategic forum is to:

 

  1. a) inform the Board of significant membership issues;

 

  1. b) assist the Board to design or review the Club’s strategic plan and direction;

 

  1. c) discuss statewide issues;

 

  1. d) provide feedback to the Board on the results of its governance decisions in practice at Member level.

 

31.2 Attendees at strategic forums

 

The following persons may attend any strategic forum of the Club:

 

  1. a) One (1) representative from each Club;

 

  1. b) The Officials; and

 

  1. c) Such other persons the Board considers should be invited.

 

EXECUTIVE ASSISTANT

 

32.1 Appointment of General Secretary (Executive Assistant)

 

An Executive Assistant may be appointed by the Board for such term and on such

 

conditions as the Board thinks fit.  The Executive Assistant may not be a Delegate.

 

32.2 Specific Duties

 

The Executive Assistant shall:

 

  1. a) Act as and carry out the duties of secretary of the Club;

 

  1. b) Administer and manage the Club in accordance with the Act, this Constitution and any directions of the Board;

 

  1. c) As far as practicable attend all Board meetings and all General Meetings;

 

  1. d) Prepare the agenda for all Board and General Meetings;

 

  1. e) record and prepare minutes of the proceedings of all Board meetings and General

 

meetings, and shall use his/her best endeavours to distribute those minutes to Clubs

 

promptly from the date of the meeting; and

 

f). regularly report on the activities of, and issues relating to, the Club.

 

32.3 Board power to manage

 

Subject to the Act, this Constitution, the Regulations and any policy directive of the Board,

 

the General Secretary (Executive Assistant) has power to perform all such things as appear

 

necessary or desirable for the proper management and administration of the Club.  No

 

resolution passed by the Company in General Meeting shall invalidate any prior act of the

 

Executive Assistant or the Board which would have been valid if that resolution had not

 

been passed.

 

DELEGATIONS

 

33.1 Board may delegate functions

 

The Board may by instrument in writing create or establish or appoint special committees, individual officers and consultants to carry out such duties and functions, and with such powers, as the Board determines from time to time.

 

33.2 Delegation by instrument

 

The Board may in the establishing instrument delegate such functions as are specified in the instrument, other than:

 

(a) this power of delegation; and

 

(b) a function imposed on the Board or the Executive Assistant by the Act or any other law, or this Constitution or by resolution of the Club in General Meeting.

 

33.3 Delegated function exercised in accordance with terms

 

A function, the exercise of which has been delegated under this rule, may whilst the delegation remains unrevoked, be exercised from time to time in accordance with the terms of the delegation.

 

33.4 Procedure of delegated entity

 

The procedures for any entity exercising delegated power shall, subject to this Constitution and with any necessary or incidental amendment, be the same as that applicable to meetings of the Board under rule 26 above.  The entity exercising delegated powers shall make decisions in accordance with the Objects, and shall promptly provide the Board with details of all material decisions and shall provide any other reports, minutes and information as the Board may require from time to time.

 

33.5 Delegation may be conditional

 

A delegation under this rule may be made subject to such conditions or limitations as to the exercise of any function or at the time or circumstances as may be specified in the delegation.

 

33.6 Revocation of delegation

 

The Board may by instrument in writing, at any time revoke wholly or in part any delegation made under this rule, and may amend or repeal any decision made by such body or person under this rule.

 

REGULATIONS

 

34.1 Board to formulate regulations

 

The Board may formulate, issue, adopt, interpret and amend such Regulations for the proper advancement, management and administration of the Club, the advancement of the purposes of the Club and Polo in Zaria as it thinks necessary or desirable.  Such Regulations must be consistent with the Constitution and any policy directives of the Board.

 

34.2 Regulations binding

 

All Regulations are binding on the Club and all Members.

 

34.3 Regulations deemed applicable

 

All clauses, rules, by-laws and regulations of the Club in force at the date of the approval of this Constitution insofar as such clauses, rules, by-laws and regulations are not inconsistent with, or have been replaced by this Constitution, shall be deemed to be Regulations and shall continue to apply.

 

34.4 Bulletins binding on Members

 

Amendments, alterations, interpretations or other changes to Regulations shall be advised to Members by means of Bulletins approved by the Board and prepared and issued by the General Secretary (Executive Assistant).  Clubs shall take reasonable steps to distribute information in the Bulletins to Individual Members.  The matters in the Bulletins are binding on all Members.

 

NOTICE

 

  1. a) Notices may be given by the Club to any person entitled under this Constitution to receive any notice by sending the notice by pre-paid post, fax or email, to the Member’s registered address or fax number or email address of the members emails on the club website(www.zariapoloclub.com), or in the case of a Delegate, to the last notified address, fax number or email address.

 

  1. b) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting the notice. Service of the notice is deemed to have been effected three (3) days after posting.

 

  1. c) Where a notice is sent by fax, service of the notice shall be deemed to be effected upon receipt of a confirmation report confirming the fax was sent to/or received at the fax number to which it was sent.

 

  1. d) Where a notice is sent by email, service of the notice shall be deemed to be effected the next business day after it was sent.

 

SEAL

 

36.1 Seal

 

  1. a) The Club may have a seal upon which its corporate name shall appear in legible characters.

 

  1. b) The seal shall not be used without the express authorisation of the Board, and every use of the seal shall be recorded in the minute books of the Club. The affixing of the seal must be witnessed by two (2) Officials, unless the Board determines otherwise.

 

36.2 Absence of common seal

 

(a) A document is validly executed by the Club if the document is signed by:

 

(i) two Officials; or

 

(ii) a Official and the General Secretary (Executive Assistant) ; or

 

(iii) except for deeds, a Official nominated for that purpose by the Board.

 

(b) A Official may not sign a document if the Official is interested in the contract or arrangement to which the document relates.

 

GRIEVANCE PROCEDURE

 

(a) The grievance procedure set out in this rule applies to disputes under these rules between a Member and:

 

(i) another Member; or

 

(ii) the Club.

 

(b) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within fourteen (14) days after the dispute comes to the attention of all parties.

 

(c) If the parties are unable to resolve the dispute at the meeting or if a party fails to attend that meeting, then the parties must, within ten (10) days, refer the dispute to for resolution to an independent tribunal established by the Board in accordance with the procedures determined by the Board from time to time.

 

(c). The Board may prescribe additional grievance procedures in Regulations consistent with this rule 31.

 

INDEMNITY

 

  1. a) Every Official, Member and employee of the Club shall be indemnified out of the property and assets of the Club against any liability incurred by them in their capacity as Official, Member or employee in defending any proceedings, whether civil or criminal, in which judgement is given in their favour or in which they are acquitted or in connection with any application in relation to any such proceedings in which relief is granted by the Court.

 

  1. b) The Club shall indemnify its Officials, Members and employees against all damages and losses (including legal costs) for which any such Official, Member or employee may be or become liable to any third party in consequence of any act or omission except wilful misconduct:

 

in the case of a Official or Member, performed or made whilst acting on behalf of and with the authority, express or implied of the Club; and

in the case of an employee, performed or made in the course of, and within the scope of their employment by the Club.

RECORDS AND ACCOUNTS

 

39.1 Records

 

The Club shall establish and maintain proper records and minutes concerning all

 

transactions, business, meetings and dealings of the Club and the Board and shall produce

 

these as appropriate at each Board or General Meeting.

 

39.2 Records kept in accordance with Act

 

Proper accounting and other records shall be kept in accordance with the Act.  The books

 

of account shall be kept in the care and control of the General Secretary (Executive

 

Assistant).

 

39.3 Club to Retain Records

 

The Club shall retain such records for seven (7) years after the completion of the

 

transactions or operations to which they relate.

 

39.4 Board to submit accounts

 

The Board shall submit to the Members at the Annual General Meeting the statements of

 

account of the Club in accordance with this Constitution and the Act.

 

39.5 Accounts conclusive

 

The statements of account when approved or adopted by an Annual General Meeting shall

 

be conclusive except as regards any error discovered in them within three months (3) after

 

such approval or adoption.

 

39.6 Accounts to be sent to Members

 

The General Secretary (Executive Assistant) shall cause to be sent to all persons entitled to

 

receive notice of Annual General Meetings in accordance with this Constitution, a copy of

 

the statements of account, the Board’s report, the auditor’s report and every other

 

document required under the Act (if any).

 

39.7 Negotiable instruments

 

All cheques, promissory notes, bankers, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Club, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two (2) duly authorised Officials or in such other manner as the Board determines.

 

AUDITOR

 

  • (a) A properly qualified auditor or auditors shall be appointed by the Club in General Meeting.  The auditor’s duties shall be regulated in accordance with the Act, or if no relevant provisions exist under the Act, in accordance with the Corporations Act and generally accepted principles, and/or any applicable code of conduct.  The auditor may be removed by the Club in General Meeting.
  • (b) The accounts of the Club shall be examined and the correctness of the profit and loss accounts and balance sheets ascertained by an auditor or auditors at the conclusion of each Financial Year.

 

INCOME

 

  • (a) Income and property of the Club shall be derived from such sources as the Board determines from time to time.
  • (b) The income and property of the Club shall be applied solely towards the promotion of the Objects.
  • (c) Except as prescribed in this Constitution or the Act:
  • (i) no portion of the income or property of the Club shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise to any Member; and
  • (ii) no remuneration or other benefit in money or money’s worth shall be paid or given by the Club to any Member who holds any office of the Club.
  • (d) Nothing in clauses 41(b) or 41(c) shall prevent payment in good faith of or to any Member for:
  • (i) any services actually rendered to the Club whether as an employee, Official or Member otherwise;
  • (ii) goods supplied to the Club in the ordinary and usual course of operation;
  • (iii) interest on money borrowed from any Member;
  • (iv) rent for premises demised or let by any Member to the Company;
  • (v) any out-of-pocket expenses incurred by the Member on behalf of the Club;
  • (e) provided that any such payment shall not exceed the amount ordinarily payable between ordinary commercial parties dealing at arm’s length in a similar transaction.

 

WINDING UP

 

  • (a) Subject to this Constitution the Club may be wound up in accordance with the Act.
  • (b) The liability of the Members of the Club is limited.
  • (c) Every Member undertakes to contribute to the assets of the Club if it is wound up while a Member, or within one year after ceasing to be a Member, for payment of the debts and liabilities of the Club contracted before the time at which it ceases to be a Member and the costs, charges and expenses of winding up the Club, such an amount not exceeding One Thousand Naira (N1,000.00).

ALTERATION OF CONSTITUTION

This Constitution shall not be altered except by Special Resolution.