NEW SOUTH WALES BASEBALL LEAGUE INCORPORATED

NEW SOUTH WALES BASEBALL LEAGUE INCORPORATED

NEW SOUTH WALES BASEBALL LEAGUE INCORPORATED CONSTITUTION BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM

BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM TABLE OF CONTENTS 1. NAME OF LEAGUE . 1 2. OBJECTS OF LEAGUE . 1 3. POWERS OF LEAGUE . 2 4. INTERPRETATION . 2 5. STATUS AND COMPLIANCE OF LEAGUE . 5 6. VOTING AFFILIATE CONSTITUTIONS . 6 7. MEMBERS . 8 8. VOTING AFFILIATES . 9 9. INDIVIDUAL MEMBERS AND AFFILIATED CLUBS . 10 10.SUBSCRIPTIONS ANDFEES . . 12 11.REGISTER OF MEMBERS .

. 12 12.EFFECTOFMEMBERSHIP . . 12 13.DISCONTINUANCEOFMEMBERSHIP . 13 14.DISCIPLINE OF MEMBERS . . 14 15.DELEGATES . 14 16.GENERAL MEETINGS . . 14 17.NOTICEOFGENERALMEETING . 15 18.BUSINESS . . 15 19.NOTICES OF MOTION . 16 20.SPECIAL GENERAL MEETINGS . . 16 21.PROCEEDINGS AT GENERAL MEETINGS . . 16 22.VOTING AT GENERAL MEETINGS . . 18 23.PROXY AND POSTAL VOTING . 18 24.EXISTING BOARD MEMBERS . . 19 25.POWERS OF THE BOARD . 19

BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM 2 26.COMPOSITION OF THE BOARD . 19 27.ELECTIONOFELECTEDDIRECTORS . . 20 28.APPOINTMENT OF INDEPENDENT DIRECTORS . . 21 29.VACANCIES OF BOARD MEMBERS . 22 30.MEETINGS OF THE BOARD . . 23 31.CONFLICTS . 25 32.CHIEF EXECUTIVE OFFICER . . 26 33.STRATEGIC COUNCIL MEETINGS . 27 34.DELEGATIONS . 27 35.BY-LAWS . 31 36.RECORDS AND ACCOUNTS . 31 37.AUDITOR . 32 38.NOTICE . 32 39.SEAL . . 33 40.ALTERATION OF CONSTITUTION . . 33 41.INDEMNITY . 33 42.WINDING UP . 34 43.AUTHORITY TO TRADE . . 34 44.SOURCE OF FUNDS . .

35 45.APPLICATION OF INCOME . 35 46.GRIEVANCE PROCEDURE . 36

ASSOCIATIONS INCORPORATION ACT (1984) (NSW) CONSTITUTION OF NEW SOUTH WALES BASEBALL LEAGUE INCORPORATED PART I – OBJECTS, POWERS AND INTERPRETATION 1. NAME OF LEAGUE The name of the League is New South Wales Baseball League Incorporated ("League"). 2. OBJECTS OF LEAGUE The League is the peak body for the administration of the sport of baseball in New South Wales. The objects for which the League is established and maintained are to: (a) participate as a member of the ABF Federation Incorporated ("ABF") through and by which the sport of baseball can be conducted, encouraged, promoted, advanced and administered; (b) provide for the conduct, encouragement, promotion and administration of baseball throughout New South Wales; (c) ensure the maintenance and enhancement of the League and baseball, its standards, quality and reputation for the benefit of the Members and baseball; (d) at all times promote mutual trust and confidence between the League, ABF, the other Member States and the Members in pursuit of these Objects; (e) at all times act on behalf of and in the interest of the Members and baseball; (f) use and protect the Intellectual Property; (g) apply the property and capacity of the League towards the fulfilment and achievement of these Objects; (h) review and/or determine any matters relating to baseball in New South Wales which may arise, or be referred to it, by any Member; (i) act as arbiter on all matters pertaining to the conduct of baseball in New South Wales, including disciplinarymatters; (j) pursue commercial arrangements, including sponsorship and marketing opportunities, as are appropriate to further the interests of baseball in New South Wales; BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM

2 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM (k) formulate or adopt and implement appropriate policies, including in relation to sexual harassment, equal opportunity, equity, drugs in sport, health, safety, junior and senior programs, infectious diseases and such other matters as arise from time to time as issues to be addressed in baseball; (l) represent the interests of its Members and of baseball generally in any appropriate forum in New South Wales; (m) encourage Members to realise their potential and athletic abilities by extending to them the opportunity of education and participation in baseball competition and to award trophies and rewards to successful competitors; (n) encourage and promote performance-enhancing drug free competitions; (o) undertakeand or do all such things or activities whichare necessary, incidental or conducive to the advancement of these Objects.

3. POWERS OF LEAGUE Solely for furthering the objects set out above the League has, in addition to the rights, powers and privileges conferred on it under the Act, the legal capacity and powers of a company as set out under section 124 of the Corporations Act. 4. INTERPRETATION 4.1 Definitions In this Constitution unless the contrary intention appears, these words shall have the following meanings: “Act” means the Associations Incorporation Act (1984) (NSW) or any other act under which the League may be incorporated from time to time.

“Affiliated Club” means a club (whether incorporated, unincorporated or otherwise) which is affiliated to a Regional Association. “ABF” means the Australian Baseball Federation Incorporated, being the national peak body for the sport of baseball in Australia. “ABF Constitution” means the constitution of the ABF as amended from time to time and any by-laws of ABF as amended from time to time. "Audit Committee" means the committee established under Rule 34.4. “Board” means the body consisting of the Directors under Rule 26. “By-Law” means any by-law, regulation or policy made by the Board under Rule 35.

“Delegate” means the person elected or appointed from time to time by a Voting Affiliate to act for and on behalf of that Voting Affiliate and represent the Voting AffiliateatCouncilandGeneral Meetingsorotherwise.

3 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM “Director” means a member of the Board elected or appointed in accordance with this Constitution and includes the Elected Directors and the Independent Directors. “Chief Executive Officer” means the person who is appointed under this Constitution to carry out the duties set out in Rule 32, whether known as the Chief Executive Officer, general manager or otherwise. "Council" means the body consisting of the Voting Affiliates represented by their Delegates.

"Country League Standing Committee" means the body established under Rule 34.3 which is responsible for the conduct of country baseball competitions on behalf of the League.

“Financial Year” means the year commencing September 1st of the preceding year and ending August 31st in the current year. “General Meeting” means the annual or any special general meeting of the League. “Independent Director” means a Director appointed under Rule 28. “Individual Member” means a registered financial individual member of the League, a Voting Affiliate or an Affiliated Club, and includes Players.

“Intellectual Property” means all rights or goodwill subsisting in copyright, business names, names, trade marks (or signs), logos, designs, patents or service marks (whether registered or registrable) relating to the League or any event, competition or activity of or conducted, promoted or administered by the League. "Junior League Standing Committee" means the body established under Rule 34.3 which is responsible for the conduct of junior baseball competitions on behalf of the League.

“Elected Director” means a Director elected under Rule 27. “Life Member” means an individual upon whom life membership of the League has been conferred under Rule 7.3.

"Major League Club" means a baseball club which participates in the Major League Competitions conducted by the League from time to time and which is recognised as a Voting Affiliate by the League. "Major League Competition" means the premier baseball competition in New South Wales directly controlled by the League.

"Major League Standing Committee" means the body established under Rule 34.3 which is responsible for the conduct of the Major League Competition on behalf of the League. “Member” means a member for the time being of the League under Part III of this Constitution.

4 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM “Member State” means an entity recognised under the ABF Constitution to administer the sport of baseball in a particular State or Territory. "Players" means those Individual Members who participate as players in baseball competitions conducted by a Voting Affiliate.

"RegionalAssociation"meansanorganisationwhichconductsbaseball competition(s) in a particular geographic region and is recognised as a Voting Affiliate by the League.

"Scorer's Association" means the organisation representing the interests of baseball scorer's recognised as a Voting Affiliate by the League. “Seal” means the common seal of the League. “Special Resolution” means a resolution passed: (a) at a General Meeting of the League of which 21 days notice, accompanied by notice of intention to propose a resolution as a special resolution, has been given to the Member in accordance with this Constitution; and (b) by at least three quarters of votes of those Members who, being entitled to vote, vote in person or by proxy at the meeting.

“State Acts” means the Member States incorporation legislation (by whatever name called) governing the Members, including the Act.

"State Delegate" means the Individual Member appointed by the Board to represent the League at general meetings of the ABF in accordance with this Constitution and theABFConstitution; “Standing Committee” means the standing committees established by the Board under Rule 34.3(a). "Umpire's Association" means the organisation representing the interests of baseball umpire's recognised as a Voting Affiliate by the League.

"Voting Affiliate" means a Member of the League (including Major League Clubs, Regional Associations, the Major League Standing Committee, Junior League Standing Committee, Country League Standing Committee, Winter League Standing Committee, Umpire's Association and Scorer's Association) which has the right to appoint a Delegate to attend, debate and vote on behalf of the Voting Affiliate at General Meetings in accordance with Rule 7. "Winter League Standing Committee" means the body established under Rule 34.3 which is responsible for the conduct of the major league winter competition. 4.2 Interpretation In this Constitution: (a) a reference to a function includes a reference to a power, authority and duty;

5 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM (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; (c) words importing the singular include the plural and vice versa; (d) words importing any gender include the other genders; (e) references to persons include corporations and bodies politic; (f) references to a person include the legal personal representatives, successors and permitted assigns of that person; (g) a reference to a statute, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re- enactments or replacements of any of them (whether of the same or any legislative authority having jurisdiction); and (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.

4.3 Severance If any provision of this Constitution or any phrase contained in them is invalid or unenforceable in any jurisdiction, the phrase or provision is to be read down for the purpose of that jurisdiction, if possible, so as to be valid and enforceable. If the rule or phrase can not be so read down it shall be severed to the extent of the invalidity or unenforceability. Such severance shall not affect the remaining provisions of this Constitution or affect the validity or enforceability of any provision in any other jurisdiction.

4.4 Expressions in Act Except where the contrary intention appears, in this Constitution, an expression that deals with a matter dealt with by a particular provision of the Act, has the same meaning as that provision of the Act.

PART II – LEAGUE AND VOTING AFFILIATE CONSTITUTIONS 5. STATUS AND COMPLIANCE OF LEAGUE 5.1 Recognition of League For as long as the League is recognised as a Member State of the ABF and controlling authority for the sport of baseball in New South Wales it shall be subject to compliance with the ABF Constitution. The League shall administer the sport of baseball in New South Wales in accordance with the objects of the League.

6 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM 5.2 Compliance of League as a Member State The Members acknowledge and agree the League shall: (a) beincorporatedinNewSouthWales; (b) elect or appoint 1 State Delegate to represent it at general meetings of the ABF in accordance with this Constitution and the ABF Constitution; (c) provide the ABF with copies of its audited accounts, annual report and other associated documents within 30 days of the League’s annual general meeting; (d) adopt in principle, the objects of the ABF and adopt rules which reflect and which are, to the extent permitted or required by the Act, generally in conformity with the ABF Constitution; (e) apply its property and capacity in pursuit of the objects of the ABF, the League and the sport of baseball; (f) do all that is reasonably necessary to enable the objects of the ABF and the League to be achieved; (g) act in good faith and loyalty to ensure the maintenance and enhancement ofthe ABF,the League and the sport of baseball, its standards, quality and reputation for the collective and mutual benefit of the Members and the sportofbaseball; (h) at all times operate with, and promote, mutual trust and confidence between the ABF, the League and the Members in pursuit of these objects; (i) at all times act on behalf of and in the interests of the Members and the sport of baseball; and (j) abide by the ABF Constitution.

6. VOTING AFFILIATE CONSTITUTIONS 6.1 Compliance of Voting Affiliates The Voting Affiliates acknowledge and agree that each of them shall: (a) be incorporated in New South Wales (unless otherwise recognised as a Standing Committee under Rule 34.3); (b) elect or appoint 1 Delegate to represent it at General Meetings of the League; (c) recognise the League as the state peak body for the sport of baseball in NewSouthWales; (d) generally, have regard to the objects of the League, and in particular the object to create a single uniform entity for the conduct, promotion,

7 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM encouragement and administration of the sport of baseball, in any matters of the Voting Affiliate pertaining to the sport of baseball; and (e) abide by this Constitution. 6.2 Constitution of the Voting Affiliate (a) The constituent documents of each Voting Affiliate shall clearly reflect the objects of the League and will conform with this Constitution, subject to any requirements in the Act, and at least to the extent of: (i) the objects of the League; (ii) the structure and membership categories of the League; (iii) recognising the League as the state peak body for the sport of baseball in New South Wales; (iv) recognising the League as the final arbiter on matters pertaining to the sport of baseball in New South Wales, including disciplinary proceedings and the ABF as the final arbiter on matters pertaining to the sport of baseball in Australia, including disciplinary proceedings; (v) such other matters as are required to give full effect to the League’s Constitution; with such incidental variations as are necessary having regard to the Act.

(b) Each Voting Affiliate shall take all steps necessary to ensure its constituent documents are in conformity with the League’s Constitution at least to the extent set out in Rule 6.2(a) and shall ensure its documents are amended in conformity with future amendments made to the League’s Constitution, subject to any prohibition or inconsistency in the Act. (c) Upon request, each Voting Affiliate shall provide to the League a copy of its constituent documents and all amendments to these documents. Each Voting Affiliate acknowledges and agrees that the League has power to veto any provision in its constituent documents which, in the League’s reasonable opinion, is contrary to the objects of the League.

6.3 Voting Affiliate Register Each Voting Affiliate shall maintain, in a form and with such details as are acceptable to the League, a register of all Affiliated Clubs and Individual Members of the Voting Affiliate. Each Voting Affiliate shall provide a copy of the register at a time and in a form acceptable to the League, and shall provide prompt and regular updates of the register to the League when requested by the League.

8 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM PART III – MEMBERSHIP 7. MEMBERS 7.1 Category of Members The Members of the League shall consist of: (a) Voting Affiliates, who subject to this Constitution, shall be represented by their Delegate who shall have the right to attend, debate and vote at General Meetings for and on behalf of the Voting Affiliate; (b) Affiliated Clubs, who subject to this Constitution, may attend and debate at General Meetings, but have no right to vote at General Meetings; (c) Individual Members, who subject to this Constitution, may attend and debate at General Meetings, but have no right to vote at General Meetings; (d) Life Members, who subject to this Constitution, may attend and debate at General Meetings, but have no right to vote at General Meetings; (e) such new categories of Members, created in accordance with Rule 7.2 below.

7.2 Creation of New Categories The Board has the right and power from time to time to create new categories of membership with such rights, privileges and obligations as are determined applicable (other than voting rights), even if the effect of creating a new category is to alter rights, privileges or obligations of an existing category of Members. No new category of membership may be granted voting rights. 7.3 Life Members (a) Each year the Board will call for nominations from Voting Affiliates for persons to be considered for life membership of the League. The Board may recommend to the Annual General Meeting that one or more persons (but not more than two persons in any single year) duly nominated and who has rendered distinguished or special service to the sport of baseball at the state level, have life membership conferred on them.

(b) A resolution of the Annual General Meeting to confer life membership must be passed by Special Resolution. The vote on such resolution will be taken by secret ballot. (c) Conditions, obligations and privileges of life membership shall be as prescribed in theBy-Laws.

9 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM 8. VOTING AFFILIATES 8.1 Incorporation (a) To be eligible for membership, a Voting Affiliate must be incorporated or in the process of incorporation, which process shall be complete within 1 year of applying for membership under this Constitution.

(b) For such time as a Voting Affiliate is not incorporated, the secretary of any such unincorporated Voting Affiliate shall be deemed to be the Member (on behalf of the unincorporated Voting Affiliate), and shall be entitled to exercise the same voting and other rights and have the same obligations and shall follow such procedures on behalf of the unincorporated Voting Affiliate as incorporated Voting Affiliates, to the extent that this is possible. (c) Any dispute or uncertainty as to the application of this Constitution to an unincorporated Voting Affiliate shall be resolved by the Board in its sole discretion.

(d) Failure to incorporate within the period stated in Rule 8.1(a) shall result in the expulsion of the secretary (acting on behalf of the unincorporated Voting Affiliate) from membership. The unincorporated body shall not be entitled to re-apply for membership until such time as it is incorporated. (e) This Rule 8.1 shall not apply in respect of the Major League, Junior League, Winter League and Country League Standing Committees. 8.2 Application for Membership An application for membership as a Voting Affiliate must be: (a) in writing on the form prescribed from time to time by the Board, from the applicant or its nominated representative and lodged with the League; (b) accompanied by written reasons supporting the rationale and justification for the applicant to be granted Voting Affiliate membership of the League; (c) accompanied by a copy of the applicant’s constitution (which must be acceptable to the League and be substantially in conformity with this Constitution) and register of members; and (d) accompanied by the appropriate fee, if any.

8.3 Discretion to Accept or Reject Application (a) TheLeague shallreferallapplicationsformembership asaVotingAffiliateto the Audit Committee to receive a report from that committee as to the suitability of the applicant, and the verification of documents and statementssubmittedbythatapplicantunderRule8.2. (b) Having considered the application and the report of the Audit Committee under Rule 8.3(a), the League may accept or reject an application and shall

10 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM not be required or compelled to provide any reason for such acceptance or rejection. (b) Where the League accepts an application, the applicant shall become a Member. Membership of the League shall be deemed to commence upon acceptance of the application by the League. The Chief Executive Officer shall amend the register accordingly as soon as practicable. (c) Where the League rejects an application the League shall refund any fees forwarded with the application and the application shall be deemed rejected by the League.

8.4 Membership Renewal (a) Voting Affiliates must reapply for membership with the League in accordance with the procedures set down by the League in By-Laws from time to time. (b) Upon request by the League, a Voting Affiliate must lodge with the League an updated copy of its constitution (including all amendments) and provide details of any change in its Delegate, and any other information reasonably required by the League. Each Voting Affiliate is to ensure that its constitution is amended in conformity with amendments made to this Constitution and theABFConstitution.

9. INDIVIDUAL MEMBERS AND AFFILIATED CLUBS 9.1 Application for Membership (a) An application for membership by an Individual Member must be: (i) in writing on the form prescribed from time to time by the Board, from the applicant and lodged with a Voting Affiliate or Affiliated Club; and (ii) accompanied by the appropriate fee.

(b) An application for membership by an Affiliated Club must be: (i) in writing on the form prescribed from time to time by the Board, from the applicant and lodged with a Regional Association; and (ii) accompanied by the appropriate fee.

9.2 Discretion to Accept or Reject Application (a) The Regional Association or Affiliated Club (in the case of Individual Members) may accept or reject an application and shall not be required or compelled to provide any reason for such acceptance or rejection. (b) Where theRegionalAssociationorAffiliatedClub(inthecaseofIndividual Members) accepts an application, the applicant shall become a Member. Membership of the League shall be deemed to commence upon

11 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM acceptance of the application by the relevant Regional Association or Affiliated Club (in the case of Individual Members).

The Chief Executive Officer shall amend the register accordingly as soon as practicable. (c) Where aRegionalAssociationorAffiliatedClub (inthecaseofIndividual Members)rejectsanapplicationtheRegionalAssociationorAffiliatedClub shall refund any fees forwarded with the application and the application shall be deemed rejected by it.

9.3 Membership Renewal (a) Individual Members must: (i) renew their membership with their respective Voting Affiliate or Affiliated Club in accordance with the procedures applicable from time to time; (ii) otherwise remain registered financial members of their Voting Affiliate or Affiliated Club in accordance with the procedures applicable from time to time; and (iii) must pay the annual fees prescribed by the League from time to time (if any) to the League through their respective Voting Affiliate or Affiliated Club.

(b) Affiliated Clubs must: (i) renew their membership with their respective Regional Association in accordance with the procedures applicable from time to time; (ii) otherwise remain registered financial members of their Regional Association in accordance with the procedures applicable from time to time; and (iii) must pay the annual fees prescribed by the League from time to time (if any) to the League through their respective Regional Association.

9.4 Membership with the ABF In order to remain members of the ABF, Voting Affiliates, Affiliated Clubs and Individual Members must: (a) renew their membership with the League in accordance with Rules 8 and 9; (b) otherwise remain registered financial members of the League in accordance with the procedures set out in this Constitution; and (c) must pay the annual fees prescribed by the ABF from time to time (if any) to the ABF through the League.

12 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM 9.5 Deeming Provisions All organisations which were affiliate members, club members, life members or individual members (howsoever described) of the League prior to the time of approval of this Constitution under the Act, shall be deemed Individual Members, Life Members, Affiliated Clubs or Voting Affiliates from the time of approval of this Constitution under the Act, and will be entitled to such benefits as are conferred on them by the League, whether directly or indirectly.

10. SUBSCRIPTIONS ANDFEES 10.1 The annual membership subscription (if any), fees and any levies payable by Members (or any category of members) to the League, the basis of, the time for and manner of payment shall be as determined by the Board from time to time.

10.2 Any Member which or who has not paid all monies due and payable by that Member to the League shall (subject to the Board’s discretion) have all rights under this Constitution immediately suspended from the expiry of the time prescribed for payment of those monies. Such rights will be suspended until such time as the monies are fully paid or otherwise in the Board’s discretion. In the meantime, the Member shall have no automatic right to resign from the League, and shall be dealt with in the Board’s discretion, which includes the right to expel, suspend, disqualify, fine, discipline or retain that Member as a Member, or impose such other conditions or requirements as the Board considers appropriate.

11. REGISTEROFMEMBERS 11.1 Chief Executive Officer to Keep Register The Chief Executive Officer shall keep and maintain a register of Members in which shall be entered such information as is required under the Act from time to time. 11.2 Inspection of Register Havingregardtoconfidentialityconsiderations,anextractoftheregistershowing the name and Voting Affiliate or Affiliated Club of the Members shall be available for inspection (but not copying) byMembers, upon reasonable request. 12. EFFECTOFMEMBERSHIP Members acknowledge and agree that: (a) this Constitution constitutes a contract between each of them and the League and that they are bound by this Constitution and the By-Laws; (b) theyshallcomplywithandobservethis Constitutionandthe By-Laws and any determination, resolution or policy which may be made or passed by the Board or any duly authorised committee; (c) by submitting to this Constitution and the By-Laws they are subject to the jurisdiction of the League;

13 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM (d) this Constitution is made in pursuit of a common object, namely the mutual and collective benefit of the League, the Members and the sport of baseball; (e) this Constitution and By-Laws are necessary and reasonable for promoting the objects of the League and particularly the advancement and protection of the sport of baseball; and (f) theyare entitled toall benefits, advantages, privileges and servicesof League membership.

13. DISCONTINUANCEOFMEMBERSHIP 13.1 Notice of Resignation Subject to this Constitution any Member which has paid all monies due and payable to the League and has no other liability (contingent or otherwise) to the League may resign from the League by giving 1 months notice in writing to the League of such intention to withdraw or resign and upon the expiration of that period of notice, the Member shall cease to be a Member.

A Life Member who has paid all monies due and payable to the League may resign by notice in writing with immediate effect. 13.2 Expiration of Notice Period Subject to Rule 13.5 upon the expiration of any notice period applicable under Rule 13.1 an entry, recording the date on which the Member who or which gave notice ceased to be a Member shall be recorded in the register. 13.3 Forfeiture of Rights A Member who or which ceases to be a Member, for whatever reason, shall forfeit all right in and claim upon the League and its property including Intellectual Property. Any League documents, records or other property in the possession, custody or control of that Member shall be returned to the League immediately.

13.4 Membership may be Reinstated Membership which has lapsed, been withdrawn or terminated under this Constitution may be reinstated at the discretion of the Board, on application in accordance with this Constitution and otherwise on such conditions as it sees fit. 13.5 Cessation of Membership Where a Voting Affiliate ceases to be a Member in accordance with this Constitution or the Act, the Individual Members and / or Affiliated Clubs of that Voting Affiliate may cease or remain Members to the extent (if any) and for such time (if any) as is determined in the sole discretion of the Board.

Where an Affiliated Club ceases to be a Member in accordance with this Constitution or the Act, the Individual Members of that Affiliated Club may cease or remain Members to the extent (if any) and for such time (if any) as is determined in the sole discretion of the Board.

14 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM 14. DISCIPLINE OF MEMBERS 14.1 Disciplinary Action Where the Board is advised or considers that a Member has allegedly: (a) breached, failed, refused or neglected to comply with a provision of this Constitution,theBy-LawsoranyresolutionordeterminationoftheBoardor any duly authorised committee; or (b) acted in a manner unbecoming of a Member or prejudicial to the objects and interests of the League and/or the sport of baseball; or (c) brought the League or the sport of baseball into disrepute; 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 appeal mechanisms (if any)of the League set out in the By-Laws.

14.2 Right of Appeal A Member disciplined by the League in accordance with Rule 14.1 shall have a right of appeal which shall be exercised in accordance with the By-laws. PARTIV-GENERALMEETINGS 15. DELEGATES 15.1 Appointment of Delegates Each Voting Affiliate shall appoint 1 Delegate for such term as is deemed appropriate by the Voting Affiliate. A Delegate must: (a) be an Individual Member; (b) be appropriately empowered by the appointing Voting Affiliate to consider, make decisions and vote atGeneral Meetings; (c) not be a Director.

15.2 Voting Affiliate to Advise Each Voting Affiliate shall, at least 48 hours prior to any General Meeting, advise the Chief Executive Officer of its appointed Delegate.

15.3 Affiliated Club Representatives An Affiliated Club may nominate a representative to attend, debate but not vote on behalf of the Affiliated Club at General Meetings of the League and where it wishes to do so must, least 48 hours prior to any General Meeting, advise the Chief Executive Officer of its appointed representative. 16. GENERAL MEETINGS

15 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM 16.1 An Annual General Meeting of the League shall be held in accordance with the provisions of the Act and this Constitution and on a date and at a venue to be determined by the Board. 16.2 All General Meetings other than the Annual General Meeting shall be Special General Meetings and shall be held in accordance with this Constitution. 17. NOTICE OFGENERAL MEETING 17.1 Notice of General Meetings (a) Notice of every General Meeting shall be given to the Voting Affiliates and Affiliated Clubs at the address appearing in the register kept by the League.

No other person shall be entitled as of right to receive notices of General Meetings.

(b) Notice of General Meeting shall be given at least forty five (45) days prior to the General Meeting and shall specify the place and day and hour of the General Meeting. (c) The agenda for the General Meeting stating the business to be transacted at the General Meeting shall be given at least thirty (30) days prior to the General Meeting, together with any notice of motion received from the Voting Affiliates. 17.2 Entitlement to Attend General Meeting Notwithstanding any other Rule, no Member shall be represented at, or take part in a General Meeting, unless all monies (set in accordance with Rule 10) then due and payable to the League are paid.

18. BUSINESS 18.1 Business of General Meetings (a) The business to be transacted at the Annual General Meeting includes the consideration of accounts, reports of the Board (including in relation to the activities of the League during the last preceding Financial Year) and auditors and the election of Directors and Life Members. (b) All business that is transacted at a General Meeting, and also all that is transacted at the Annual General Meeting, with the exception of those matters set out in Rule 18.1(a) shall be special business. “Special business” is business of which a notice of motion has been submitted in accordance with Rule 19.

18.2 Business Transacted No business other than that stated on the notice shall be transacted at that meeting.

16 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM 19. NOTICES OF MOTION All notices of motion for inclusion as special business at a General Meeting must be submitted in writing (in the required form) to the Chief Executive Officer not less than thirty(30) days (excluding receiving date and meeting date) prior to the General Meeting. 20. SPECIAL GENERAL MEETINGS 20.1 Special General Meetings May be Held The Board may, whenever it thinks fit, convene a Special General Meeting of the League and, where, but for this Rule more than 15 months would elapse between Annual General Meetings, shall convene a Special General Meeting before the expiration of that period.

20.2 Requisition of Special General Meetings (a) The Board shall on the requisition in writing of twenty per cent (20%) of the Voting Affiliates convene a Special General Meeting. (b) The requisition for a Special General Meeting shall state the object(s) of the meeting, shall be signed by the Voting Affiliates making the requisition and be sent to the League. The requisition may consist of several documents in a like form, each signed by 1 or more of the Voting Affiliates making the requisition. (c) If the Board does not cause a Special General Meeting to be held within 3 months after the date on which the requisition is sent to the League, the Voting Affiliates making the requisition, or any of them, may convene a Special General Meeting to be held not later than 3 months after that date.

(d) A Special General Meeting convened by Voting Affiliate 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. 21. PROCEEDINGS AT GENERAL MEETINGS 21.1 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 of the League shall be a majority of the Voting Affiliates. 21.2 PresidenttoPreside The President shall, subject to this Constitution, preside as Chair at every General Meeting of the League.

If the President is not present, or is unwilling or unable to preside, the Directors shall choose one of their number present who shall, subject to this Constitution, preside as chair for that meeting only.

17 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM 21.3 Adjournment of Meeting (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 Chair 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 Chair 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 21.3(c) it shall not be necessary to give any notice of an adjournment or the business to be transacted at any adjourned meeting. 21.4 Voting Procedure 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 Chair; or (b) by the majority of the Delegates. 21.5 Recording of Determinations Unless a poll is demanded under Rule 21.4, a declaration by the Chair 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 League shall be conclusive evidence of the fact without proof of the number of the votes recorded in favour of or against the resolution.

21.6 Where Poll Demanded If a poll is duly demanded under Rule 21.4 it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chair directs and the result of the poll shall be the resolution of the meeting at which the poll was demanded. 21.7 Resolutions at General Meetings Except where a Special Resolution is required, all questions at General Meetings shall be determined by the majority of votes (as set out in Rule 22). Except as otherwise provided in this Constitution, in the case of an equality of votes on a question at a General Meeting, the Chair is entitled to a casting vote.

18 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM 21.8 Minutes TheChiefExecutiveOfficershallkeepminutesoftheresolutionsandproceedingsof each General Meeting in books provided for that purpose, together with a record of thenamesofpersonspresentatallmeetings. 22. VOTING AT GENERAL MEETINGS Each Voting Affiliate in attendance shall be entitled to 1 vote at General Meetings, except that: (a) each Voting Affiliate shall be entitled to an additional vote where it has more than 500 registered Players; and (b) each Voting Affiliate shall be entitled to a second additional vote where it hasmore than 1,000 registered Players.

No Voting Affiliate shall be entitled to more than 3 votes on any motion, and where a Voting Affiliate is entitled to exercise multiple votes each vote must be directed in the same manner. 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 7.1. The Audit Committee shall ascertain and prescribe the voting entitlements of Voting Affiliates by verifying the number of registered Players of each Voting Affiliate prior to any General Meeting.

23. PROXY AND POSTAL VOTING 23.1 Proxy Voting Permitted (a) 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 Chief Executive Officer at or before the commencement of the meeting.

Proxies shall only be exercised by Delegates on behalf of Members entitled to vote. No Delegate entitled to vote on behalf of a Member shall exercise more than one proxy vote at any one time.

(b) 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 the proxy to vote in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may exercise the proxy vote as the proxy thinks fit. 23.2 Postal Ballot ShouldanissuearisebetweenGeneralMeetingswhichrequiresadecisionor ratification by Voting Affiliates the Board may call a postal vote in such manner as it considersnecessary (including, but not limitedtoconducting postal votesvia electronic communication).

19 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM PART V - THE BOARD 24.

EXISTING BOARD MEMBERS Upon approval of this Constitution under the Act, the committee of management of the League shall determine which 5 committee of management members will hold the Elected Director positions on the Board as set out in Rule 26.1(a) and (b) until the next Annual General Meeting following the approval of this Constitution. At the next Annual General Meeting following the approval of this Constitution, three of the Elected Directors shall be elected until the conclusion of the next Annual General Meeting following and two of the Elected Directors shall be elected until the conclusion of the second Annual General Meeting following, to allow for alternative elections of Elected Directors.

25. POWERS OF THE BOARD Subject to the Act and this Constitution the business of the League shall be managed, and the powers of the League shall be exercised, by the Board. In particular, the Board as the controlling authority of the League shall be responsible for acting on all state issues in accordance with the objects of the League and shall operate for the collective and mutual benefit of the League and the sport of baseball throughout New South Wales and shall: (a) govern the sport of baseball in New South Wales in accordance with the objects of the League; (b) determine major strategic directions of the League; (c) reviewtheLeague’sperformanceinachievingitspre-determinedaims, objectives and policies; and (d) manage state and interstate responsibilities.

26. COMPOSITION OF THE BOARD 26.1 Board Composition The Board shall comprise: (a) Five (5) Elected Directors elected by the Voting Affiliates in accordance with Rule 27; (b) Three (3) Independent Directors which may be appointed in accordance with Rule 28.

26.2 President The position of President shall be appointed by the Board from amongst the Directors as soon as practicable after each Annual General Meeting. The appointee will hold the position until the conclusion of the next Annual General Meeting following their appointment. A Director may be re-appointed as President.

20 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM 27. ELECTION OF ELECTED DIRECTORS 27.1 Qualifications for Elected Directors (a) Nominees for Elected Director positions on the Board must be an Individual Member and meet the qualifications as prescribed from time to time by the Board or as set out in the By-Laws.

(b) Nominees for Elected Director positions on the Board must declare any position they hold in a Voting Affiliate, including as an office bearer, director or a paid appointee and an intention to resign from such position if elected to the League Board.

27.2 Election of Elected Directors (a) The Chair shall call for nominations for Elected Directors at the strategic Council meeting preceding the next scheduled Annual General Meeting, or at least sixty (60) days before the date of the Annual General Meeting (whichever is the latter). All Voting Affiliates shall be notified of the call for nominations. (b) Nominations for Elected Directors must be: (i) in writing; (ii) on the prescribed form (if any) provided for that purpose; (iii) signed by a Delegate of a Voting Affiliate; and (iv) certified by the nominee (who must be a Member) expressing his or her willingness to accept the position for which he or she is nominated.

(c) Nominations must be received by the Chief Executive Officer at least fourteen (14) days prior to the Annual General Meeting. (d) 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 only be elected if they are elected by the Members by secret ballot in such usual and proper manner as the Chair directs. If the nominees are not elected or if there are vacancies to be filled, further nominations shall be called for at the Annual General Meeting from the floor.

(e) If the number of nominations exceeds the number of vacancies to be filled, a secret ballot shall be taken in such usual and proper manner as the Chair directs. (f) The voting shall be conducted by exhaustive ballot, the procedure for which will be determined set out in the By-laws.

21 BNSW Constitution after 2009 AGM Notice of Motion following Motion adopted at 2009 AGM 27.3 Term of Appointment (a) Elected Directors shall be elected in accordance with this Constitution for a term of 2 years, which shall commence from the conclusion of the Annual General Meeting at which the election occurred until the conclusion of the second Annual General Meeting following.

(b) Three Elected Directors shall be elected in each year of odd number and two Elected Directors shall be elected in each year of even number. (c) Should any adjustment to the term of Elected Directors elected under this Constitution be necessary to ensure rotational terms in accordance with this Constitution, this shall be determined by the Board. Elections to subsequent Boards shall then proceed in accordance with the procedures in this Constitution with approximately half the Board retiring each year. 28. APPOINTMENT OF INDEPENDENT DIRECTORS 28.1 Appointment of Independent Directors The Elected Directors may nominate 3 Independent Directors.

Independent Directors shall be nominated by the Board and elected at a General Meeting conducted by postal ballot within a reasonable period following the Annual General Meeting. A nominee for an Independent Director position on the Board shall be deemed elected unless 66% of the Members entitled to vote reject the nomination. If 66% of the Members entitled to vote reject the nomination, the position shall be deemed to be a casual vacancy and filled in accordance with the procedure set out in clause 29.3.

28.2 Qualifications for Independent Directors The Independent Directors may have specific skills in commerce, finance, marketing, law or business generally or such other skills which compliment the Board composition or as required by the Board from time to time, but need not have experience in or exposure to the sport of baseball. They do not need to be Individual Members of the League. Nominees for Independent Director positions on the Board must declare any position they hold in a baseball organisation, including as an office bearer, director or a paid appointee and an intention to resign from such position if appointed to the League Board.

28.3 Term of Appointment (a) Independent Directors may be appointed in accordance with this Constitution for a term of 2 years, which shall commence six weeks after the Annual General Meeting until six weeks after the conclusion of the second Annual General Meeting following. (b) One (1) Independent Director may be appointed in each year of odd number and two Independent Directors may be appointed, in each year of evennumber.

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