Constitution of the San Diego Lions Australian Rules Football Club
This project is maintained by San-Diego-Lions
The Club shall be called “THE SAN DIEGO LIONS AUSTRALIAN RULES FOOTBALL CLUB.” which name shall not be changed other than with the approval of a resolution of Members. The Club is organized exclusively for charitable and educational purposes, as defined in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions of any future United States Internal Revenue law (the “Code”). The specific purposes for which the Club is formed are to foster national and international amateur sports competition of Australian Rules Football and to conduct activities consistent with such purposes, the laws of the State of California and Section 501(c)(3) of the Code including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code.
No part of the net earnings of the Club shall inure to the benefit of, or be distributable to, its directors, officers, or any other private individual or entity, except that the Club shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth above. No substantial part of the activities of the Club shall be the carrying on of propaganda, or otherwise attempting, to influence legislation, except as provided in Section 501(h) of the Code. The Club shall not participate in, nor intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision, the Club shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Code or (b) by an organization contributions to which are deductible under Section 170(c)(2) of the Code.
Upon the dissolution of the Club, the governing body of the Club shall, after paying or making provision for the payment of all of the liabilities of the Club, dispose of all of the assets of the Club exclusively for the purposes of the Club in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, as the governing body shall determine. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction exclusively for such purposes or to an organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
The objects for which the Club is established are:
The Club shall be affiliated with the associations known as the United States Australian Football League (USAFL) and California Australian Football League (CAFL).
The colours of the Club shall be predominantly maroon and gold.
The design and uniform of the Club shall be such as the Board shall from time to time decide.
The income and property of the Club shall be applied solely towards the promotion of the objects of the Club and no portion shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to the Members or to any of them or to any person claiming through any of them but the Club may make payments as remuneration for services rendered to any player or any other person employed by the Club.
No member may enter into or obligate The Club in any financial or contractual transaction without the express permission of The Club.
All members shall conduct themselves with proper decorum when participating in or representing The Club at any function both on and off the field. Any member who acts in a manner prejudicial to the interest of The Club may be held accountable for his or her actions to the Board of The Club.
A complaint against a Club member must be made by a minimum of three (3) current Club members, in writing, to the Board, who will then consult as appropriate with all such affected and concerned parties. The Board will issue, by majority vote, a binding decision within ten (10) days of the complaint. The Board’s interpretation of events will be final.
All members shall be bound by and required to maintain in good faith all decisions, agreements and rulings the members shall make at monthly meetings or Annual General Meetings.
All members in good standing of the Club are eligible for election to any of the Executive positions as qualified under this Constitution. No member can be nominated for office without the member’s prior consent to the nominator.
Disciplinary procedures are deemed solely the responsibility of The Club, regardless of the position of the CAFL or USAFL and regardless of whether or not either of those bodies is taking action.
The Board shall consist of eight (8) Members of the Club all of whom shall be elected by the Ordinary and Life Members as provided by this Constitution. The members of the Board shall be known as “Officers.” The Board shall have final determination on interpretation of the Constitution. The Officers of the Club Board shall consist of:
The President shall be elected annually. The President shall preside over the monthly meeting. The President shall also preside over the elections at the Annual General Meeting. The President shall have the right to make the following appointments:
The President shall act as official representative for The Club as such occasions arise. The office of the President shall be considered one of neutral position - protecting all members’ rights and positions.
The Vice President shall be elected annually. The Vice President shall preside at all monthly meetings in the absence of the President. The Vice President shall perform the duty of scrutinizing all applications for membership (with the exception of non-participating members) prior to their presentation at a regular meeting.
The Secretary shall be elected annually. The Secretary shall perform such correspondence duties as called upon or directed to do. The Secretary shall maintain a record of all incoming correspondence as is directed to The Club. The Secretary shall by request of members provide copies of the Constitution. The Secretary shall record the minutes of each meeting in a clear and legible manner and present them at the following meeting. The Secretary shall keep a Roll-Call attendance tally on all members. The Secretary shall record the vote tally at the Annual General Election.
The Director of Football Operations shall be elected annually. The Director of Football Operations will work closely with the Coaches, Captains and Vice-Captains to implement strategies to further improve the club’s on-field performance. The Director of Football Operations shall be responsible for planning the club’s game schedule. The Director of Football Operations shall be responsible for planning the club’s practice schedule.
The Treasurer shall be elected annually. The Treasurer shall maintain a record and a bank account of all money matters for The Club. The Treasurer shall present a detailed financial statement at each board meeting and a comprehensive annual financial report at the Annual General Meeting. The Treasurer shall collect all dues, ground fees and monies from the members for The Club. The Treasurer is forbidden from using his/her own personal funds to pay for any Club debts or bills. The Treasurer shall pay all outstanding bills in accordance with the spending authorization procedures outlined in this Constitution.
The Social Director shall be elected annually. The Social Director shall be responsible for planning social events throughout the year.
The Director of Growth shall be elected annually. The Director of Growth shall be responsible for developing and implementing strategies to grow player numbers. The Director of Growth shall be responsible for engaging and maintaining relationships with sponsors. The Director of Growth shall work to promote the club and Australian Football in the San Diego community.
The Member at Large shall assist the President at the Election during the Annual General Meeting. The Member at Large shall be responsible for securing grounds and facilities.
Should any member of the Board including the President retire during his term, the Board shall appoint a replacement who shall hold office for the balance of that member’s term of office.
Should any member of the Board resign or retire during his or her term, he or she shall only regain a position on the Board by re-election by the Members of the Club.
Each year of a term of office shall date from the conclusion of the Annual General Meeting.
Otherwise than as is herein provided all members of the Board must be elected by the Members for a term of office not less than twelve (12) months.
Nominations shall only be considered for those members who are in good standing and whose membership has continuously remained so for the following periods of time immediately prior to the AGM:
| Position | Requirement |
|---|---|
| President | At least 2 full seasons’ membership, of which at least 2 previous years (not necessarily consecutive) must have been served in another Executive position. |
| Vice President | At least 1 full seasons’ membership, of which at least 1 previous year must have been served in another Executive position. |
| Treasurer | At least 1 full seasons’ membership. |
| Social Director | At least 1 full seasons’ membership. |
| Director of Growth | At least 1 full seasons’ membership. |
| Member at Large | At least 1 full seasons’ membership. |
| Secretary | At least 1 full seasons’ membership. |
| Director of Football Operations | At least 1 full seasons’ membership. |
In cases of board member burnout, illness, extended unavailability, or excessive workload, the Board may:
Such interim arrangements shall be reported to the membership at the Annual General Meeting and may be extended by membership vote if needed beyond the twelve (12) month period.
The Board shall conduct an annual review of each position’s responsibilities and workload, typically at the last board meeting before the Annual General Meeting. This review shall:
The Board may create non-voting support committees or delegate routine administrative tasks to club volunteers to maintain manageable workloads for elected officers.
All outgoing Board members shall participate in a formal handover process with their successors within thirty (30) days of the Annual General Meeting.
The handover process shall include: a. Transfer of all relevant documents, files, passwords, and materials b. Briefing on ongoing projects, commitments, and responsibilities c. Introduction to key contacts and stakeholders d. Review of position-specific procedures and best practices e. Completion of a written handover report documenting the state of their portfolio
The Secretary shall maintain a master file of all handover reports and position documentation.
The Board shall maintain a succession planning document identifying potential candidates for each Board position.
Board members are encouraged to mentor interested club members and delegate responsibilities to develop future leaders.
In the event of unexpected vacancy, the Board may appoint an interim replacement who shall receive expedited handover materials and mentoring from other Board members.
Each Board position shall maintain a procedures manual documenting key responsibilities, annual calendar, and standard operating procedures.
These manuals shall be updated annually during the handover process and maintained by the Secretary.
The Board shall conduct an annual review of succession planning and institutional knowledge preservation at the first meeting following the Annual General Meeting.
The appointment and removal of the coaches of the Club shall be determined by the Board. Nominations for Captain and Vice-Captain positions shall be submitted by the Director of Football Operations for review by the board and shall be approved by majority vote. The nominees will be submitted to the team for secret vote.
The Board shall have the sole management of the affairs and concerns of the Club and has the power to perform all acts and deeds as they consider appropriate for the management of the Club.
The Board shall meet at least six (6) times per year, with additional meetings called as needed for the transaction of Club business. Board meetings may be conducted in person, virtually, or in hybrid format as determined by the Board.
Notice of every meeting shall be forwarded by the Secretary to each member of the Board at least forty-eight (48) hours prior to such meeting. Meeting agendas must be distributed with the meeting notice. Board meetings shall not exceed two (2) hours unless extended by majority vote of members present.
Minutes of all resolutions and proceedings of the Board shall be entered in a book provided for that purpose and made available to members upon request.
A majority of the Board (five (5) members) shall form a quorum.
If any member of the Board whether ex-official or not shall absent himself or herself from three (3) consecutive meetings of the Board or from three (3) meetings in all in any one (1) year without having previously rendered to the Board a satisfactory explanation, he or she shall be deemed to have vacated office and shall not be eligible for re-election in that year and the Board may choose any person to fill any vacancy so arising.
The selection committee of the League Team shall be appointed annually by the Board and shall report and be responsible to the Board.
All moneys or securities for moneys received by the Club shall be paid into the bank account of the Club as and when the same are received and such moneys shall be used for the expenses of the Club.
All bank accounts shall require two (2) authorized approvals from among the President, Vice President, Treasurer, and Secretary for any transaction exceeding fifty dollars ($50). Approvals may be provided through physical signatures, electronic signatures, or secure electronic authentication methods as accepted by the Club’s banking institution.
The Treasurer may authorize single-signature transactions up to fifty dollars ($50) for routine operational expenses.
Routine Expenses (up to $500): May be approved by the Treasurer for budgeted items including equipment maintenance, facility fees, and administrative costs. Transactions over fifty dollars ($50) require two authorized approvals for banking purposes.
Operational Expenses ($501-$2,500): Require majority approval of the Board and two authorized approvals for banking purposes.
Significant Expenses ($2,501-$10,000): Require unanimous Board approval, two authorized approvals for banking purposes, and must be reported to membership at the Annual General Meeting.
Major Expenses (over $10,000): Require prior approval by Special Resolution at the Annual General Meeting or a Special General Meeting called for that purpose, plus two authorized approvals for banking purposes.
The Board shall prepare and approve an annual budget, typically in January following the Annual General Meeting.
The annual budget, once approved by majority vote of the Board, shall serve as authorization for routine and operational expenses within budgeted amounts, subject to the individual transaction approval limits outlined above.
The approved budget shall be presented to members for information at the next general meeting or distributed electronically within thirty (30) days of Board approval.
Any expenditure exceeding 120% of a budgeted line item requires additional authorization per the spending limits above.
All members have the right to inspect financial records during reasonable business hours with 48-hour notice to the Treasurer.
Annual financial statements must be presented in a format showing: a. Income and expenses by category b. Balance sheet of assets and liabilities c. Comparison to previous year and budget d. Explanation of any significant variances
Board members must declare any financial interest in transactions exceeding fifty dollars ($50).
Board members with declared conflicts may not provide approval for related expenditures.
No Board member or their immediate family may receive payment from the Club exceeding five hundred dollars ($500) in any calendar year without prior membership approval.
The accounts of the Club shall be audited by at least one (1) person who is a qualified accountant, such person may be a Member or an employee of a firm of Accountants. The Auditor shall be appointed by the Board and the appointment reported to the Annual General Meeting for information.
The Annual General Meeting of Members shall be held not later than 15 December in each year for the purpose of receiving summary presentations of the Annual Report of the Board and financial statements, the election of officers of the Club for the ensuing season, and any other general business which may be submitted to the meeting.
Pre-Meeting Distribution: The following documents shall be distributed electronically to all members at least seven (7) days before the Annual General Meeting: a. Complete Annual Report of the Board b. Detailed annual financial statements and balance sheet c. Annual budget information d. Auditor’s report (if available) e. Any proposed constitutional amendments
Summary Presentations: At the AGM, only brief summary presentations of pre-distributed reports are required, with adequate time allocated for member questions and discussion.
Document Availability: Physical copies of all reports shall be available at the meeting for members who request them.
Special General Meetings shall be called by the Board whenever a majority of the Board agree. At all Special General Meetings no business shall be transacted other than that specified in the notice convening such meetings and other matters relevant thereto.
The Annual General Meeting and all Special General Meetings shall be called by circular addressed to each Member at least fourteen (14) days previous to each meeting.
The Club Constitution may be amended at any General Meeting or Annual General Meeting, provided that fourteen (14) days written notice of such amendment, citing the Constitution clauses to be changed when appropriate, has been given to all eligible voting members. Each amendment must have a proposer and seconder, the names of whom should appear on the intended amendment.
Ordinary and Life Members of the Club who are financial members or who were financial members for the year concluding the previous 31st of October shall be entitled to vote at the Annual General Meeting and at all Special General Meetings of the Club.
All propositions, questions and matters submitted in accordance with this Constitution to the Annual General Meeting or Special General Meeting excepting alterations to this Constitution as provided for in the Alteration section shall be decided by a majority of those present to be determined in the first instance by a show of hands unless a ballot be demanded by at least ten (10) Members present.
In the event of a tie vote, the President shall cast the deciding vote. If the President is absent or has a conflict of interest, the Vice President shall cast the deciding vote.
In the event of unavoidable absence from any General Meeting by a voting member, a proxy vote may be delivered to the Secretary. A proxy vote must be received by the Secretary at least 24 hours prior to the start of the meeting.
A proxy vote is defined as follows: A vote received directly from a voting member through any of the following methods: a. In person delivery with physical signature b. Mail delivery in sealed envelope with physical signature c. Email from the member’s registered email address d. Electronic signature through approved digital platforms
Proxy votes shall only be accepted for matters that have been properly noticed to all members in advance of the meeting.
At the Annual General Meeting and at Special General Meetings fifteen (15) Members who are eligible to vote shall constitute a quorum. Proxy votes shall count toward quorum requirements.
The financial year of the Club shall open on the 1st day of November in each year and conclude on the 31st of October in the following year.
The interpretation of this Constitution or of any question arising out of or not provided for in this Constitution shall be in the discretion of the Board whose decision shall be final and binding on all Members.
Words herein used importing the singular or plural number shall include the plural number and the singular number respectively and words importing the masculine, feminine or neuter gender shall include every gender.
Constitutional amendments may be proposed by: a. The Board by majority resolution b. Any five (5) financial members acting jointly c. Any individual member with the written support of ten (10) other financial members
All proposed amendments must be submitted to the Secretary in writing, including: a. The specific constitutional text to be amended, repealed, or added b. The exact wording of the proposed changes c. A rationale explaining the purpose and benefit of the amendment d. The names and authentication of the proposer(s) and seconder (physical signature, electronic signature, or email from registered address)
No clause shall be amended or repealed nor shall any new clause inserted except on the vote of a Special Resolution of Members present at the Annual General Meeting or a Special General Meeting duly convened.
Notice of any proposed amendment must be given in writing to the Secretary at least twenty-one (21) days before the meeting to allow for fourteen (14) days’ notice to all Members.
The full text of proposed amendments must be distributed to all members with the meeting notice.
Minor editorial changes to proposed amendments may be made during the meeting by majority vote, provided they do not alter the substance of the amendment.
For the purpose of constitutional amendments, fifteen (15) Members who are eligible to vote shall constitute a quorum.
In extraordinary circumstances requiring immediate constitutional changes, emergency amendments may be passed at a Special General Meeting called with seven (7) days’ notice, provided:
There shall be three (3) Trustees appointed by the Board one of whom may be the President for such period as the Board determines. Such Trustees shall be the signatories to the Club’s Bank Accounts and the persons authorised to witness the affixing of the Common Seal to all agreements binding the Club.
For all Club business requiring signatures or authentication, the following methods shall be considered valid and legally binding:
All real and personal property shall vest in the Club and shall be applied solely towards the objects of the Club as the Board determines.
All persons appointed to any committee or subcommittee formed for any particular purpose shall be Members of the Club and shall report to and be responsible to the Board.
“Board” means the board of directors of the Club.
“Club” means the San Diego Lions Australian Rules Football Club
“Constitution” means this constitution.
“League Games” means games played in the premium team of the Club or the premium team of an AFL Club either for premiership points or as a final towards a premiership.
“Member” means a member of the San Diego Lions Australian Rules Football Club
“Special Resolution of Members” means a resolution passed by a three-fourths (3/4ths) majority of Members entitled to vote in respect of a resolution.