Council Committee Charter

AREA COUNCILS

Councils are established as committees of the APF under the Constitution. Each state, territory or region has a Council, with Queensland divided into South Queensland and North Queensland, and Victoria and Tasmania combined. All members are welcome and encouraged to attend and become involved in their area Councils.


Powers are delegated to Councils solely for the purpose of furthering the objects of the APF, described in the Council Committee's Charters in the APF Operational Committees Charters (see below). These can be summarised as focusing on development of the sport and administration of members and member clubs in the area. The activities and performance of Councils can be reviewed by perusing the minutes of Council meetings.


APF OPERATIONAL COMMITTEE CHARTERS


APF Councils (Council) are established under rules 7 and 24 of the Constitution of the Australian Parachute Federation Ltd (APF) as committees of the APF.


1. POWERS AND OBJECTS


1.1 Delegation of Powers

(a) This Charter applies to and binds Councils established under this Charter. The Council may exercise the powers delegated to it in this Charter and must not act or purport to act outside of the powers delegated to it. The Councils are and remain committees of the APF under rule 24 of the APF Constitution.

(b) In accordance with rule 24.1 of the APF Constitution, the Board delegates to each Council

those powers necessary to carry out the functions outlined in this Charter.

(c) Councils will have only those rights expressly set out in this Charter.

(d) The Board may amend or repeal any decision made by Council.


1.2 Objects

The powers delegated to the Council are to be used solely for the purpose of furthering the objects of the Council, which are to:

(a) administer parachuting in the Council area on behalf of APF;

(b) ensure that parachuting is conducted in accordance with the APF Constitution, Rules and Regulations;

(c) foster and promote parachuting;

(d) provide services and amenities for APF members in the Council area;

(e) foster competition amongst members of APF; and

(f) raise money for the attainment of these objects.


2. COUNCIL ESTABLISHMENT AND BOUNDARIES


2.1 Approved Councils

(a) The APF Board establishes the following Councils as a committee of APF under rule 24.1 of the APF Constitution:

(i) South Queensland Parachute Council (SQPC);

(ii) New South Wales Parachute Council (NSWPC);

(iii) Victorian Tasmanian Parachute Council (VTPC);

(iv) South Australian Parachute Council (SAPC);

(v) Western Australian Parachute Council (WAPC);

(vi) Northern Territory Parachute Council (NTPC); and

(vii) North Queensland Parachute Council (NQPC).

(b) Subject to the APF Constitution, the APF Rules and Regulations and other directions of the Board, each Council is responsible for the affairs of the APF within the boundaries of the Council Areas prescribed by the Board (under rule 7.1 of the APF Constitution) and set out in clause 2.2.


2.2 Council Area Boundaries

(a) For the purposes of this Charter, Council Area means the area (including boundaries) recognised and prescribed by the APF from time to time under rule 7.1 of the APF Constitution.

(b) For the avoidance of doubt, unless otherwise determined by the Board, each Council may only permit those Clubs which are members of APF and located within the relevant Council Area to affiliate with it.

(c) The APF Board has prescribed the following boundaries for Council Areas:

(i) SQPC administers:

(A) all the territory in the state of Queensland south of the Tropic of Capricorn (26.5 degrees S), and

(B) under an arrangement with NSW Parachute Council, includes Tyagarah Airfield in NSW and the area between Byron Bay and north to the Queensland border;

(ii) NSWPC administers:

(A) all the territory within the state of New South Wales;

(B) including all the territory within the Australian Capital Territory and Jervis Bay Territory, but

(C) under an arrangement with SQPC, excludes Tyagarah Airfield in NSW and the area between Byron Bay and north to the Queensland border;

(iii) VTPC administers all territory within the states of Victoria and Tasmania;

(iv) SAPC administers all the territory in the state of South Australia;

(v) WAPC administers all the territory in the state of Western Australia;

(vi) NTPC administers all the territory in the Northern Territory of Australia; and

(vii) NQPC administers all the territory in the state of Queensland north of the Tropic of Capricorn (26.5 degrees S).


2.3 External Territories

Lord Howe Island and all external territories of Australia, including Norfolk Island, Australian Antarctic Territory, Christmas Island and Cocos Islands are not part of a Council Area and are administered by the APF Office and National Officers.


3. RESPONSIBILITIES


3.1 Management Committee

(a) Each Council must establish a Management Committee to administer the affairs, property and funds of the Council as the Council determines.

(b) The Management Committee shall be comprised of the Chairperson, Secretary, Treasurer, Area Coach and one other member that shall be appointed annually by Council.

(c) The Management Committee must report to Council at each meeting of the Council and must act in accordance with any resolution of the Council. The Management Committee may meet as it considers fit to fulfil its obligation under this clause 3.1.


3.2 Council Responsibilities

Each Council must:

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

(b) comply with the APF Constitution, the APF Rules and Regulations and any other direction of the APF Board;

(c) effectively promulgate and enforce the Constitution, Rules and Regulations of the APF within its Council Area. This includes ensuring that:

(i) decisions of the APF are implemented by the Council and APF Clubs within each Council's Area;

(ii) parachuting activities are conducted in accordance with:

(A) this Manual;

(B) the Operational Regulations and Regulatory Schedules;

(C) the Member Protection Policy;

(D) the Misconduct Policy and Procedures Manual; and

(E) any recommended procedures as issued by the APF from time to time;

(d) at all times act for and on behalf of the interests of the APF, its members in the Council Area and Parachuting;

(e) be responsible and accountable to the APF for fulfilling its obligations under the APF's strategic plan as revised from time to time;

(f) act in good faith and loyalty to maintain and enhance the APF and Parachuting, its standards, quality and reputation for the collective and mutual benefit of the APF's members and Parachuting;

(g) at all times operate with and promote mutual trust and confidence between the APF and its members, promoting its economic and sporting success, its strength and stability and working cooperatively in the pursuit of the objects of the APF;

(h) ensure that any Sport Development Plan, which a Council develops or has in place, is consistent with the APF's objects and purposes;

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

(j) advise the APF as soon as practicable of any serious administrative, operational or financial difficulties; and

(k) assist the APF in investigating any issues and cooperate with the APF in addressing any issues in whatever manner, including by allowing the APF to conduct all or part of the business or affairs of the Council on such conditions as the APF considers appropriate.


3.3 Scope of Administration

Each Council or Council officer must, if consulted, assist the APF with:

(a) supervising national record attempts;

(b) matters related to club membership and chief instructors;

(c) investigating incidents and disciplinary matters; and

(d) such other functions as agreed between the Council and the APF.


4. CONTROL OF MEMBERS AND ARRANGEMENTS BETWEEN CLUBS


4.1 Control over Members (Individuals and Clubs)

To the extent that the APF Board has delegated powers to a Council in relation to the control of APF members, that Council must exercise control over the operations of APF Clubs and individual members in its Council Area, other than as provided for in an arrangement made in accordance with clause 4.2.


4.2 Special Arrangements between Councils and Clubs

(a) Any special arrangement between Councils and an APF Club must be documented and a copy provided to the APF Club, each Council affected and the APF.

(b) All such special arrangements may, at any time, be approved or rejected by the APF. Any approval granted by the APF may, at its sole and absolute discretion, be revoked at any time.


5. COUNCIL MEMBERSHIP, NOMINATIONS AND APPOINTMENTS


5.1 Council Composition

Each Council shall comprise at least five people being:

(a) no more than one delegate of each Club based within the Council Area; and

(b) a Chairperson, Secretary and Treasurer appointed in accordance with this Charter who must be a member of APF and may (or may not) be a delegate of a Club.


5.2 Council Elections, Nominations and Appointments

(a) At the Annual General Meeting of each Council, the Council:

(i) may nominate up to two directors to the APF Board in accordance with rule 18.3 of the APF Constitution;

(ii) must ensure the appointment of the following Council officers:

(A) Chairperson;

(B) Secretary;

(C) Treasurer;

(D) Area Judge;

(E) Area Coach;

(F) Media Liaison Officer; and

(G) Member Protection Information Officer.

(b) The person elected to be Chairperson will remain Chairperson for a term of one year.

(c) The Chairperson shall chair any meeting of the Council and if:

(i) there is no person elected as Chairperson; or

(ii) the Chairperson is not present within 15 minutes after the time appointed for the holding of the meeting; or

(iii) the Chairperson is unwilling to act, the Club delegates present may elect one of their number to be Chairperson of the meeting.

(d) Each officer elected under clause 5.2(a)(ii) must notify the Council Secretary if he or she is unable to attend to his or her duties for a specified period.

(e) If an officer elected under clause 5.2(a)(ii) is unable or unwilling to attend to his or her duties at any time for any reason, the Council Chairperson may, after consulting the relevant APF officials, either:

(i) appoint another person to perform the duties; or

(ii) the Council Chairperson may perform the duties until the elected officer is able or willing to attend to the duties.

(f) The Council or its Management Committee may remove a person from a position elected under clause 5.2(a)(ii) and may appoint a replacement to hold such a position until the next Annual General Meeting of the Council.


6. FINANCIAL AND OTHER ASSISTANCE


6.1 Revenue

(a) Each Council is to be funded by a grant from the APF as determined from time to time by the APF Board, of the Gross Membership Fees, of members under the control of the Council.

(b) Grant payments must be made quarterly in arrears. Quarter year periods must be as follows:

(i) 1 January – 31 March;

(ii) 1 April – 30 June;

(iii) 1 July – 30 September; and

(iv) 1 October – 31 December.

(c) For the purpose of the Rules and Regulations, “Gross Membership Fees” comprise:

(i) online student registration first membership;

(ii) student membership cards or forms;

(iii) full term pro-rata student renewal from APF club agents;

(iv) full term membership renewals from APF club agents;

(v) full term pro-rata student renewal paid direct to the APF; and

(vi) full term membership renewal paid direct to the APF.

(d) Councils must not levy their own fees on APF members (individuals or clubs). Examples of excluded fees include administration fees, sanction fees for State championships and financial penalties for misconduct.


6.2 Funds Management

The following applies to the APF and each Council:

(a) All funds of Council will be held by the APF in a separate bank account and Council will be solely responsible for determining how those funds are spent within the Council Area (in accordance with this Charter and any APF guidelines);

(b) Each Council shall nominate at least two signatories who will have authority to operate the bank account referred to in this clause 6.2;

(c) All funds received by each Council must be expended within the relevant Council Area or on expenses of that Council;

(d) Any grants or funding received by a Council from any person or organisation (including any government department or agency) will be held in that Council's separate bank account (identified in clause 6.2) for use by that Council in accordance with this Charter;

(e) All Council expenditure must be affected through the APF’s bank account and all income received must be paid into the APF's bank account within 14 business days of receipt of funds; and

(f) Council must, in the exercise of its powers or otherwise, at all times conform to any directions or regulations that may be prescribed by the APF Board.


6.3 Other Assistance

In addition to financial assistance, the APF may provide to each Council with:

(a) access to APF publications;

(b) Club membership numbers for that Council Area, calculated and provided quarterly; and

(c) advice on legal and other matters and assistance as determined by the APF Board's Chairman, Board or Chief Executive Officer.


7. INTELLECTUAL AND PHYSICAL PROPERTY


(a) As committees of the APF, each Council is permitted use of the APF's intellectual and physical property (including the APF logo and publications) on the following terms:

(i) The APF Board may revoke, limit or place additional conditions on this use at any time by notice in writing to a Council;

(ii) The APF's intellectual and physical property must not be used by any Council for any purpose or in any manner that would contravene the conditions of use applying from time to time;

(iii) A Council must acknowledge the relationship between it and the APF using the words "a Council of the Australian Parachute Federation" or similar words; and

(iv) Despite the other provisions in this regulation, this use may not be exercised in any manner contrary to the Constitution, any other Rules or Regulations of the APF or in any manner that is contrary to the objectives of the APF.

(b) Where a Council has APF property in its care, that Council must be responsible for its maintenance and replacement if lost, damaged or stolen.


8. COUNCIL PROCEEDINGS

The proceedings of Council meetings shall be held in accordance with the procedures set out in this Charter.


8.1 Council Meetings

(a) Subject to clause 8.1(b), the Council may meet together for conducting business, adjourn and otherwise regulate its meetings as it thinks fit.

(b) The Council must meet at least twice in each calendar year. One of these will be the Council’s Annual General Meeting.

(c) Any individual member of the APF (including any Full Term Member, Short Term Member, Student Member, Associate Member or Life Member) may attend and debate but not vote at a Council meeting.


8.2 Council’s Annual General Meeting

Each Council must hold an annual meeting of those Clubs based within the Council Area to:

(a) nominate, elect or appoint Council officers and directors in accordance with clause 5.2(a) and clause 8.6; and

(b) consider any issues relevant to the Council Area and advise Council so that Council may, where it considers it appropriate, report such issues to the APF Board.


8.3 Convening Meetings

(a) A Council Meeting may be convened by:

(i) the Chairperson;

(ii) request to the Chairperson by a minimum of two Club delegates; or

(iii) request of the APF.

(b) Notice of a meeting of the Council must be given individually to each Club delegate and to the Council Chairperson, Secretary and Treasurer. Notice of a meeting of the Council must be given not less than 14 days before the meeting and may be given in person or by post, telephone, facsimile or other electronic means.

(c) A Club delegate may waive his/her right to receive notice of a meeting of the Council as set

out in clause 8.3(b) by giving notification to that effect to the Chairperson in person or by post, telephone, facsimile or other electronic means.

(d) A Club delegate who attends a meeting of the Council waives any objection that person

may have in relation to a failure to give notice of the meeting.

(e) The non-receipt of a notice of a meeting of the Council or the accidental omission to give

notice of a meeting to a person entitled to receive notice does not invalidate anything done (including the passing of a resolution) at a meeting of the Council.


8.4 Quorum

(a) A quorum of the Council shall consist of three Club delegates if there are more than two Clubs in the Council Area or two Club delegates if there are two Clubs in the Council Area.

(b) If the number of Club delegates is reduced below the number required for quorum, the meeting shall stand adjourned to the same day in the next week at the same time at the same place. If at the adjourned meeting a quorum is not present within half an hour of the appointed time of commencement, the Club delegates present, provided there are at least two (from different clubs), shall be a quorum and proceed to business.


8.5 Replacement Club Delegate

In circumstances where a Club delegate is unable to attend a Council Meeting, the Club must advise the Council within 24 hours of a meeting of the Club’s replacement Club delegate for that meeting. Any nomination for a replacement received within 24 hours of the meeting will only be accepted on the approval of the Chairperson (such approval to be at the Chairperson's sole discretion).


8.6 Voting – Questions Decided by Majority

(a) Only Club delegates will be entitled to vote on any matter considered by the Council.

(b) Election of office bearers and questions arising at a Council meeting are to be decided by a majority of votes of the Club delegates present in person (including by teleconference in accordance with rule 2 of the APF Constitution and clause 9.1 of this Charter) and entitled to vote.

(c) Each Club delegate present has one vote on a matter arising for decision by the Council.

(d) The Chairperson of the meeting will not have a casting vote. For the avoidance of doubt, where an equal number of votes are cast in favour of and against the resolution, the resolution is not carried.


8.7 Validity of Acts of Council

Everything done at a Council meeting, or by any elected or appointed Council officer, is valid even if it is discovered later that there was some defect in the appointment, election or qualification of any of the Club delegates or Council officers or that any of them was disqualified or had vacated office.


8.8 Personal Interests

A Club delegate shall declare to the Council any material personal interest or related party transaction, as defined by the Corporations Act, as soon as practicable after that Club delegate becomes aware of their interest in the matter.


9. TELECOMMUNICATIONS MEETINGS OF THE COUNCIL


9.1 Meaning of Telecommunications Meeting

For the purposes of this Charter, “Telecommunications Meeting” means a meeting held by telephone, video, any other technology (or any combination of these technologies), which permits each Club delegate at a meeting of the Council to communicate with any other participant.


9.2 Telecommunications Meeting

A Council meeting may be held by means of a Telecommunications Meeting, provided that:

(a) the number of Club delegates participating is not less than a quorum required for a Council meeting; and

(b) the meeting is convened and held in accordance with this Charter.


9.3 Conduct of Telecommunication Meeting

The following provisions apply to a Telecommunications Meeting of the Council:

(a) All persons participating in the meeting must be linked by telephone, audio-visual or other instantaneous means for the purpose of the meeting;

(b) Each of the persons taking part in the meeting must be able to hear and be heard by each of the other persons taking part at the commencement of the meeting (including by attending in person at the location where the meeting is held) and each person so taking part is deemed for the purposes of this Charter to be present at the meeting;

(c) At the commencement of the meeting each person must announce his or her presence to all other persons taking part in the meeting;

(d) A person may not leave a Telecommunications Meeting by disconnecting his or her telephone, audio-visual or other communication equipment unless that person has previously notified the Chairperson;

(e) A person may conclusively be presumed to have been present and to have formed part of a quorum at all times during a Telecommunication Meeting unless that person has previously notified the Chairperson of leaving the meeting; and

(f) A minute of proceedings of a Telecommunication Meeting is sufficient evidence of the proceedings and of the observance of all necessary formalities if the minute is certified to be a correct minute by the Chairperson.


10. DISPUTES

(a) Should a dispute arise between:

(i) a member and an APF Club;

(ii) an APF Club and a Council;

(iii) a Council and the APF; or

(iv) any combination of the above,

the dispute must be resolved in accordance with APF grievance/complaint policy and the Constitution and the rules, if any, of the APF Club involved.

(b) If there is a dispute between clubs over an arrangement which in accordance with clause 4.2 and remains unresolved for more than 28 days, the Council must refer the dispute to the APF Board or a person nominated by the APF and the decision of the APF Board or the nominated person will be binding.

(c) Where an inconsistency arises, the Constitution will prevail and thereafter as described by the document hierarchy in the APF Procedures Manual.


11. RECORDS AND NOTIFICATIONS

(a) Each Council must:

(i) cause minutes of meetings to be made and kept according to the Corporations Act; and

(ii) within 28 days of any meeting of Council, send a copy of the minutes, reports and any supporting documents to the Executive Officer of the APF.

(b) Notice of recommendations to be put to the APF Board from each Council meeting must be forwarded to the APF Office as a separate report to the minutes.

(c) Details of elected Council representatives must be supplied by the Council to the APF Office within 24 hours of their election, appointment or departure from a position. This information may be supplied as a letter, email, or by providing a copy of the relevant Council minutes.

(d) In addition to any other reporting requirements under this Charter, each Council must, as soon as practicable, provide the APF with:

(i) results of national record attempts conducted in accordance with APF rules and regulations within the Council Area;

(ii) agreements entered into with APF Clubs and variations to agreements between APF Clubs and Councils; and

(iii) records of appointments made by the Council.


12. TERMINATION

(a) The Board may recall or revoke this power of delegation.

(b) If the APF Board recalls or revokes this power of delegation, the Council must return to the APF all money belonging to Members and all property (both intellectual and physical) owned by the APF in the possession of that Council no later than 30 days from the date of notice in writing from the APF Board of the withdrawal of recognition.

(c) A Council from which the APF has recalled or revoked the power of delegation has no authority to act on behalf of the APF and must not use the APF's name in any promotional or other material.