We advise that the South Australian Baseball League Inc., trading as Baseball SA, is calling a Special General Meeting for the purpose of adopting a new constitution, to be held on Monday 30 June, commencing at 6:30pm at Sport SA.

Any special business submissions for this meeting must be sent to the James Rawson, General Manager, electronically in writing 21 days prior to the AGM, being 9 June.

Summary of Proposed Changes to the Constitution of the South Australian Baseball League Inc.

This document should be read in conjunction with the Constitution – Public Draft available above.

Preamble:

The Board of the South Australian Baseball League Inc. is pleased to present members with the below proposed amendments to our valuable constitution.

These changes are a result of the Governance Reform Project review undertaken by the League and funded by the Office of Recreation, Sport and Racing with assistance from Sport SA and our Legal Advisors Landers & Rogers.

In essence, many of the changes are to fit in line with current best practices and conventions of similar state sporting bodies.

Significant changes in the composition of the Board have been introduced to ensure the necessary expertise of the board to properly and effectively administer the needs of our growing sport.  These changes still retain the board as elected by the membership as the majority voice.

The term limits for Directors have been increased as a recognition of the fact that we are a small sport, suitable and available candidates for the board have traditionally been limited and the 3 year/3 term formula is considered normal and current best practice.

The role of Vice President has been formally added to the constitution. Although the role has existed before this ensures that boards into the future must have a Vice President selected by the Board.

Lastly, we have added significant provision for modernising our processes through formalising the use of digital means of meeting along with digital solutions for voting.

There are other smaller changes listed, and we encourage our member clubs, associations and life members to review these changes and join us at the announced Special General Meeting and help our League move forward and continue to grow.

Summary of Proposed Changes

2.1 Definitions

Addition of Vice President into Board Definition

Addition of Nominations Committee into Definitions

Addition of Vice President into Definitions

Addition of Virtual Meetings into Definitions

6.1 Discipline and Dispute Resolution Regulations/Bylaws

Provision added for the discipline, suspension or termination of Members

7.1 Types (General Meetings)

Annual General Meeting date changed to no later than 31st August

7.7 President to Preside

Addition of the Vice President to preside

7.10 Proxy and Electronic or Postal Voting

Clarification of Electronic or Postal Voting relating to General Meetings

8.2 Composition of the Board

Reduction of Elected Director from six (6) to three (3)

Increase of Appointed Directors from two (2) to three (3)

Clarification that the current terms of the Directors continue upon change or adoption of the Constitution.

Clarification that the position of Vice President is made by the Directors

Provision for adjustment of terms with regard to rotational terms to align with constitution.

8.4 Nominations Committee

Provision for new Nominations Committee to identify and assess nominees or candidates for Director vacancies.

8.5 Nominations for President and Elected Directors

Removal of board portfolios being indicated at nomination time. (in conflict with 8.3 (a))

Change to 8.5 (b) to remove the role of “Head” coach to mean any coach at Senior Division One. (Men’s and Women’s)

Removal of specific reference to Assistant Coach which would be in conflict with the previous change. - Note: (This rule does not preclude a Division One assistant coach from being elected or appointed to the Board). Has been removed.

Reference to genders added to include “No gender shall account for more than 60% of the Board's membership"

8.6 Elections

Addition of electronic voting for the election of Directors and removal of scrutineers as part of the process.

8.7 Term of Office for President and Elected Directors

Increase of term limits for both President and Elected Directors from two (2) to three (3) terms.

Change to rotational requirements for directors on the board to ensure that One Director excluding President retires each year.  (such director would be available for re-election providing term limits are adhered to)

8.11 Chair

Addition of Vice President to act as Chair at board meetings.

8.14 Grounds for Termination of the President or Director

The following clauses have been added or altered.

·       becomes bankrupt or insolvent under administration or makes any arrangement or composition with his or her creditors generally;

·       becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

·       is found, as a result of the procedure outlined in the applicable policy, to have breached a League or Baseball Australia policy;

·       in the case of an Appointed Director, is removed from office by resolution of the Elected Directors and President;

Removal of section “Meetings by Electronic Means (replaced later)

8.18     Meetings by Electronic Means

Without limiting the power of the Board to regulate its meetings as it thinks fit, and subject to clause 8.19, a meeting of the Board may be held where one or more of the directors is not physically present at the meeting, provided that:

all persons participating in the meeting are able to communicate with each other effectively, simultaneously and instantaneously whether by means of telephone or other form of communication;

notice of the meeting is given to all the Directors entitled to notice in accordance with the usual procedures agreed upon or laid down from time to time by the Board or this Constitution;

the minutes of the meeting record that it was conducted under this clause 8.18.

Virtual Meetings

9.1 Virtual Meetings, 9.2 Conduct of Virtual Meeting have been added in full.