Toombul Bowls Club

TOOMBUL BOWLS CLUB INC.

CONSTITUTION

INDEX

1 Name and Composition

2 Objects

3 Powers

4 Membership

4.1 Classes of Membership

1. Ladies and Mens Club Members

2. Honorary Members of the Club

3. Social Members

4. Junior Members

5. Temporary Members

4.2 Qualification for Membership

5 Annual Subscription and Nomination Fees

5.1 Subscription and Fee structure

5.2 Subscription Fee determination

1. Basic Club Subscription

2. Inclusive Club Subscription and Nomination Fee

3. Capitation Fees

5.3 Subscription Fee - Board power to waiver

6 Admission and Rejection of Members

6.1 Application

6.2 Lodgment

6.3 Consideration of Application

6.4 Notification

7 TERMINATION OF MEMBERSHIP

7.1 By Resignation or Transfer

7.2 By Expulsion

7.3 By Becoming Unfinancial

8 REGISTER OF APPLICANTS AND MEMBERS

8.1 Details of Applicant

8.2 Details to be Transferred on Admittance to Membership

8.3 Deaths, Resignations, etc to be Entered

8.4 Register Open for Inspection

9 BOARD OF MANAGEMENT

9.1 Management Committee

1. Offices

2. Term of Office

3. Executive

9.2 Nominations for Office

9.3 Election of Officers

9.4 Casual Vacancies

9.5 Failure to Attend Board and Committee Meetings

9.6 Resignation of Member of Board or Committee

9.7 Neglect of Responsibilities

10 POWERS OF BOARD

11 MEETINGS

11.1 Quorums

11.2 Annual General Meeting

11.3 Business Transacted at Annual General Meeting

11.4 Order of Business, Annual General Meeting

11.5 Special General Meetings

11.6 Board Meetings

11.7 Business Transacted at Board Meetings

11.8 Order of Business, Board Meetings

11.9 Special Board Meetings

11.10 Chairperson

11.11 Voting at Meetings

11.12 Voting on Special Resolutions, Changes to constitution and Appeals

12 DUTIES AND RESPONSIBILITIES

12.1 Specific Duties

12.2 Various Officers

1. Chairperson

2. Deputy Chairperson

3. Secretary

4. Assistant Secretary (if appointed)

5. Treasurer

6. Assistant Treasurer (if appointed

7. Greens Director

8. Director Catering

9. Director Bar

10. Director Gaming

11. Other Officers

13 SPARE

14 SPARE

15 AUDITOR

16 SOLICITOR

17 NO MEMBER TO RECEIVE ADVANTAGE

18 DISCIPLINE

19 APPEALS

19.1 Against Rejection of Application for Membership

19.2 Against Suspension or Expulsion

19.3 Representation at Appeal

19.4 Result of Appeal

20 ALTERATION OF RULES

20.1 Subject to Associations Incorporation Act

20.1 Notice of Proposed Alteration of Rules

21 BY-LAWS AND RULES OF PROCEDURE

22 COMMON SEAL

23 REMOVAL OF OFFICER

24 FINANCES

24.1 Financial Year

24.2 Nomination Fees, etc

24.3 Pro-Rata for Late Memberships

24.4 Playing Fees

24.5 Funds to be Deposited in Bank

24.6 Accounts to be Paid by Cheque

24.7 Power of the Board to Spend Money

24.8 Books of Account

24.9 Books to be Audited

24.10 Income to be used for Objects of the Club

25 OTHER CLUBS WITHIN CLUB (INCLUSIVE CLUBS)

25.1 Ladies Club

25.2 Mens Club

25.3 Social Club

26 DISSOLUTION

26.1 By Resolution of Members

26.2 Automatic Dissolution

27 DISTRIBUTION OF SURPLUS ASSETS

27.1 Assets to be Transferred

27.2 Recipients Determined at Meeting

28 ACCEPTANCE OF RULES

29 DATE OF APPROVAL

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CONSTITUTION

Where applicable, unless specifically referring to the Ladies Club, Mens Club or

Social Club, whenever reference is made to a particular gender, it shall be

interpreted to read for either gender, in particular he/his shall be read as she/her

and Chairman as Chairperson. Committee shall be interpreted as Board where

relevant.

1. NAME AND COMPOSITION

1.1 The name of the Incorporated Club shall be Toombul Bowls Club Inc.,

hereinafter referred to as the Club and shall contain the following Inclusive

Clubs:

1. Toombul Ladies Bowling Club

2. Toombul Mens Bowls Club

3. Toombul Bowls Social Club

2. OBJECTS

2.1 The objects of the Club are to promote and encourage the game of

Bowls, and provide and maintain playing areas and promote good

fellowship amongst Members, and to provide amenities for

Members.

3. POWERS

3.1 The powers of the Club are:-

1. To control the funds and other assets and the liabilities of the Club.

2. To subscribe to become a Member of and co-operate with any other

club, association or organisation, whether incorporated or not, whose

objects are altogether or in part similar to those of the Club provided that

the Club shall not subscribe to or support with its funds any Club,

association or organisation which does not prohibit the distribution of its

income and property among its Members to an extent at least as great as

that imposed on the Club under or by virtue of Rule 24.10.

3. In furtherance of the objects of the Club to charge fees, buy, sell and

deal in all kinds of articles, commodities and provisions, both liquid and

solid, for Members of the Club or persons frequenting the Club's premises

or using its playing areas, facilities and services and to maintain such

playing areas, facilities and services to attain its objects.

4. To purchase, take on lease, or in exchange, hire or otherwise acquire

any real or personal property and any rights or privileges necessary or

convenient for the purpose of the Club, and to sell, transfer or otherwise

dispose of the said property or part thereof, having regard to the objects

of the Club, provided that in case the Club shall take or hold any property

which may be subject to any trusts the Club shall only deal with the same

in such manner as is allowed by law having regard to such trusts.

5. To enter into any arrangement with any Government or Authority that are

incidental or conducive to the attainment of the objects and the exercise of

the powers of the Club; to obtain from any such Government or Authority

such rights, privileges and concessions which the Club may think it

desirable to obtain; and to carry out, exercise and comply with any such

arrangements, rights, privileges and concessions.

6. To appoint, employ, remove or suspend such Managers, Secretaries,

Staff and labour as may be necessary in accordance with the relevant

Industrial Regulations Act for the efficient running of the Club and

achievement of its objects.

7. To invest and deal with the money of the Club not immediately required

in such manner as may from time to time be thought fit.

8. To construct, improve, maintain, develop, work, manage, carry out, alter

or control any houses, buildings, grounds, works or conveniences which

may seem calculated directly or indirectly to advance the Club's interests,

and to contribute to, subsidize or otherwise assist and take part in the

construction, improvement, maintenance, development, working

management, carrying out, alteration or control thereof.

9. To borrow or raise money either alone or jointly with any other person

or legal entity in such manner as may be thought proper and whether

upon fluctuating advance account or overdraft or otherwise, to represent

or secure any moneys and further advances borrowed, or to be borrowed,

alone or with others as aforesaid by notes secured or unsecured,

debentures or debenture stock perpetual or otherwise, or by mortgage,

charge, lien or other security upon the whole or any part of the incorporated

associations property or assets present or future and to purchase, redeem,

or pay-off any such securities.

10. To take or hold mortgages, liens or charges, to secure payment of the

purchase price, or any unpaid balance of the purchase price, of any part of

the Club's property of whatsoever kind sold by the Club, or any money due

to the Club from purchasers and others.

11. To take any gift of property whether subject to any special trust or not,

for any one or more of the objects of the Club but subject always to the

proviso in Rule 3.1.4.

12. In furtherance of the objects of the Club to amalgamate with one or

more incorporated clubs or associations having objects altogether or in

part similar to those of the Club and which shall prohibit the distribution

of its income and property among its or their Members to an extent at

least as great as that imposed upon the Club under or by virtue of

Rule 3.1.10 and Rule 24.10.

13. In furtherance of the objects of the Club to purchase or otherwise

acquire and undertake all or any part of the property, assets, liabilities

and engagements of any one of the clubs or associations with which

the Club is authorised to amalgamate.

14. In furtherance of the objects of the Club to transfer all or any part of

the property, assets, liabilities and engagements to any one or more of

the incorporated clubs or associations with which the Club is authorised

to amalgamate.

15. To make donations for patriotic, charitable or community purposes.

16. To do all such things as are incidental or conducive to the attainment

of the objects and the exercise of the powers of the Club.

4. MEMBERSHIP

4.1 CLASSES OF MEMBERSHIP

The membership of the Club shall consist of the following classes o

f Membership: -

1. Ladies and Mens Club Members

2. Honorary Members of the Club

3. Social Members

4. Junior Members

5. Temporary Members

Each of whom shall be bound by this Constitution and By-laws framed

under this Constitution as duly amended from time to time.

4.2 QUALIFICATION FOR MEMBERSHIP

Every person who at the time of acceptance of amendments is a Member

of the Toombul Ladies Bowling Club or Mens Bowls Club, shall retain

their category of Membership of those Clubs including Life and Senior,

and shall not be required to pay additional subscriptions until the next

due date of that subscription.

1. Ladies and Mens Club Members: To be 18 years of age or such age

as provided under the Liquor Act as amended from time to time,

interested in the playing of the game of bowls, of good character and

repute and compatible with other Members, and free of indebtedness

to any Bowls Club or Bowls Association of which he/she may have been

a Member. The numbers of Members shall be unrestricted unless

determined otherwise by a Special General Meeting of the Club. The

classification "Members" shall include those persons honoured as Life

or Senior Members under the Constitution or Rules of the Ladies or Mens

Club.

2. Honorary Members of the Club: The conditions of Honorary membership

shall be determined by a two/thirds majority of Members present and

eligible to vote at any Special or General Meeting of the Club of which

proper notice has been given. Honorary Members shall not appear on

general membership lists, nor will they be eligible to vote at any Meeting

of the Club, but will be eligible to use such facilities of the Club as

determined at the Meeting. The number of Honorary Members shall not

exceed 20 per cent of total Club membership at the time.

3. Social Members: Shall be persons 18 years or over or such age as

provided under the Liquor and Gaming Acts, and supportive of the objects

of the Club. They shall be Social Members of Toombul Bowls Social Club,

and they shall be entitled to use the facilities of the Club but shall not hold

office on the Board of Management or vote thereon, nor shall they have

voting rights on matters pertaining to Lawn Bowls, Lawn Bowling facilities

nor enter in any Lawn Bowls Competition. The number of Social Members

shall be unrestricted.

4. Junior Members: Those persons under the age permitted by the Liquor

Act and who are under the age of 18 years of age, wish to play Bowls, and

are acceptable to the Ladies and Mens Club may be granted Junior

membership of the Club and be eligible to play in Club and/or representative

events. They will have no voting rights at any General Meeting, but may attend

and otherwise participate. They will be bound by such restrictions as are

required by the Liquor and Gaming Acts and their numbers shall be

unrestricted.

5. Temporary Members: In accordance with the requirements of the Liquor

Licensing Act the following may be admitted to the Club as Temporary

Members:-

(a) Visitors - Interstate or Overseas - for a period of one day at a time only

on providing satisfactory proof of qualification.

(b) Visitors - Intrastate - Whose principle place of residence is located at

least 15 kilometres from the Club or any such distance as may be

determined under the Liquor Act from time to time, for a period of

one day at a time only on proof of qualification.

(c) Intending Members - Persons who have applied for membership of

the Ladies, Mens or Social Club and have paid the prescribed Nomination

Fee, if applicable, during the period they are awaiting a decision from the

Board of Management, for a period not exceeding 30 days from the receipt

of such application.

(d) Reciprocal Members - Other reciprocal Clubs - Any person who is a

member of a club affiliated with the IBB, BA, RQBA, QLBA, Clubs Qld or

from a Club having reciprocal arrangements with the Club, and is not

under suspension or expulsion or threat of such action, shall on proof

of such membership and at the discretion of the Board of Management,

be granted a Temporary Membership which will entitle them to use the

facilities and privileges of the Club. Reciprocal Members will not be

entitled to hold any position in the Club or vote at any Meeting of the

Club. Reciprocal Members shall include Members of other clubs who

are Managers or members of a Sporting Club visiting the Club for the

purpose of taking part in sporting competitions or social functions, for

the days of the competition or functions only.

5. ANNUAL SUBSCRIPTIONS AND NOMINATION FEES

5.1 The subscription fee shall be structured into three main parts:-

1. Basic Club Subscription

2. Inclusive Club Subscription (and/or nomination fee)

3. Capitation Fees and Levies

5.2 These subscriptions shall be determined as follows:-

1. Basic Club Subscription shall be set by the Board of Management

each year prior to subscriptions becoming due. This fee shall be

ratified at the following Annual General Meeting. Life and Senior

Members of the Ladies and Mens Clubs and Honorary Members

of the Club may have this fee waived.

2. Inclusive Club Subscriptions and nomination fees shall be

determined by each Inclusive Club at its Annual General Meeting

for their forthcoming Membership financial year. Provision can be

made for Special Rebates for Pensioners. These subscriptions do

not include any Capitation Fees or Levies. The Annual or Special

General Meeting may give authority to the Board to determine an

appropriate fee for Social Members.

3. Capitation Fees and Levies as notified by BA, RQBA, BNDBA, QLBA

or other authority, shall be paid by all affiliated bowlers, exception may

be granted to those who have been given special honours such as Life

Membership by their Ladies or Mens Club.

5.3 The Annual General Meeting may give power to the Board to waiver

all or part of any member's annual subscription according to the

particular circumstances.

6. ADMISSION AND REJECTION OF MEMBERS

6.1 APPLICATIONS

Applications for membership of the Club must be made in writing on

an appropriate form as prescribed by the Board. Each application

must bear the names and disc or identification numbers of two

Financial Members of the Club who are prepared to nominate the

applicant for membership. The form must contain the nominee's

full name, date of birth, current address, phone number if applicable,

details of current membership of other clubs, and be signed and dated

by the applicant to signify his/her awareness of the requirements of

membership. Applications will not be accepted where the applicant is

under threat of being, or has been, suspended or expelled from another

Affiliated Club or Association until the expiration of the period of

suspension or expulsion.

6.2 LODGMENT

The application must be accompanied by any relevant Clearances from

other clubs, and be lodged with the Secretary for the Ladies / Mens Club,

together with the Nomination Fee, at least 14 days prior to the committee

meeting at which it shall be tendered. Upon receipt and documentation

the application shall be displayed on a suitable notice board for a

minimum period of 7 days to allow any objection to be lodged. Any

objection lodged by a Member must be in writing giving full reasons

for the objection.

6.3 CONSIDERATION OF APPLICATIONS

At each of its regular meetings the Management Committee shall

consider all appropriate applications, providing that no more than

two Members have lodged objections in writing by date of Meeting.

A two-thirds majority of Committee present is required for acceptance.

If more than two objections have been lodged then the Committee may

reject the application outright or if not satisfied with the reasons given in

the objections shall arrange to investigate the objections and direct that

the application be tabled and re-presented for decision at the next

scheduled Committee Meeting. Nomination Fees will be returned with

each rejected application. Rejected applicants may appeal against

such decision in accordance with Rule 19.1 If an application has been

rejected, either by the Committee or being the result of a Special

Meeting, then a period of twelve months must elapse before such

application can be resubmitted. All nominations are to be ratified by

the Board of Management prior to or after approval by the Inclusive

Club. The Board, or Official empowered to do so by the Board, can

deal with applications for Temporary or Social membership

immediately or after appropriate waiting period. Applicants for

Temporary or Social membership shall have no right of appeal

against a rejected application, but may apply to the Board of

Management for reconsideration.

6.4 NOTIFICATION

Upon the application being successful the Secretary of the Ladies / Mens

Club shall notify the applicant in writing of the decision giving details of

amounts necessary for the applicant to be financial to the end of the

current financial year. He/she will also advise the applicant of the date

by which membership must be taken up or the application will be void

and the nomination fee forfeited. The notice shall be posted to the

address shown on the application unless advice giving change of

address has been received. Where an applicant has been rejected

for membership he/she will be immediately advised in writing, and

the nomination fee shall be returned with the advice.

7. TERMINATION OF MEMBERSHIP

7.1 BY RESIGNATION OR TRANSFER

A Member may resign from the Ladies or Mens Club, without prejudice,

at any time providing he/she is free of any debt to the Club. Notice

of this intention must be lodged in writing to the Secretary of the

Ladies / Mens Club prior to the date of effectiveness or prior to the

start of any financial year for which he/she is liable for dues or levies.

Members obtaining a Clearance for transfer to another club are not

deemed to have resigned unless a written notice to that effect has

been lodged.

7.2 BY EXPULSION

Any Member who has been expelled from the Club for disciplinary

reasons will be removed from the Register of Members, and will

not be eligible to reapply for membership for a period of twelve

months from the date of expulsion. Members who have been

expelled may lodge an appeal under Rule 19.2.

7.3 BY BECOMING UNFINANCIAL

Any Member who is more than three months in arrears may, at the

discretion of the Board or relevant Committee, be removed from the

by payment of outstanding dues, or such amount as determined by

the Board or Committee, or by renominating for membership. The

Board or Committee may take other action against an unfinancial

Member prior to removal of name from the Register of Members.

8. REGISTER OF APPLICANTS AND MEMBERS

8.1 DETAILS OF APPLICANT

The Board of Management shall cause Registers to be kept of the

applications and membership for the various classes of membership.

These registers will record the Name, Date of Birth (where applicable),

Residential Address, Telephone Number (where applicable), Date of

Application, Register or Membership Number allocated, etc., of all

applications for membership. The Temporary Members Register

shall also include the Sub-Category admitted under, and the expiry

date of Temporary Membership. This register shall be in bound form.

8.2 DETAILS TO BE TRANSFERRED ON ADMITTANCE TO MEMBERSHIP

When any person is admitted to membership the above information shall

be transferred to the Register of Members. Further information, including

date of admittance and details of subscriptions, changes of status, etc.,

shall also be entered in this Register. Upon being entered to any class

of membership, the Member shall be issued with an identification card

appropriate to his/her class of membership, which may be requested

when purchasing liquor, or when instructed to do so by any employee

or a Member of the Board, or relevant Committee.

8.3 DEATHS, RESIGNATIONS, ETC., TO BE ENTERED

Particulars shall also be entered into the Register, of deaths,

resignations, termination and reinstatement of membership

and any further particulars as the Board or General meeting

shall require from time to time.

8.4 REGISTER OPEN FOR INSPECTION

The Register shall be open for inspection at all reasonable

times by any Member who previously applies to the Secretary

for such inspection.

9. BOARD OF MANAGEMENT

9.1 MANAGEMENT COMMITTEE

1. Offices.

The Board of Management, herein referred to as the Board,

shall consist of the following Offices which positions shall be

honorary and elective: -

(a) Chairperson of the Board

(b) Deputy Chairperson

(c) Secretary

(d) Treasurer

(e) Greens Director

(f) Director Catering

(g) Director Bar

(h) Director Gaming

(i) Four (4) Directors

(j) One (1) Delegate from each of the Inclusive Clubs nominated by

that Club at a General or other Meeting of that Club. The following

offices may be appointed from Board Members and Delegates

should the occasion be deemed necessary by the Board.

(k) Assistants to positions (c), (d), (e), (f), (g) and (h).

No person shall hold more than one elective position on the Board

but may be appointed by the Board to carry out the duties or part

duties of any position if the situation so requires it.

2. Term of Office

At the Annual General Meeting of the Club, all the Members of

the Board for the time being shall retire from office, but shall be

eligible upon nomination for re-election. Upon election, and

excepting as provided for herein, (Rules 9.5, 9.6, 23.) the

Member shall hold office until the following Annual General

Meeting.

3. Executive

There shall be an Executive consisting of Chairperson, Deputy

Chairperson, Secretary and Treasurer or their appointed Assistants

when acting on their behalf. Other Office Bearers are to be seconded

as required. A quorum shall consist of any three of the above

non-seconded Officers.

9.2 NOMINATION FOR OFFICE

1. Any Financial Member (excepting Temporary, Honorary, Social and

Junior Members) of the Club may be nominated for any, or all positions

on the Board. Any person may hold only one position on the Board, but

may hold one or more positions in the Inclusive Clubs subject to the

Rules and By-laws of those Clubs.

2. All nominations must be in writing or on the form provided, signed

by two financial Members as Nominators, and must contain the

written consent of the Nominee to so act if elected. The nomination

must be lodged with the Secretary not less than fourteen days prior to

the Annual General Meeting.

3. A list of accepted nominations will be displayed on the Notice

Board for not more than 28 days nor less than 14 days before

the Annual General Meeting.

9.3 ELECTION OF OFFICERS

1. The Chairperson shall be the first official elected, with the remainder

in the sequence of Rule 9.1. If nominations for any Office are in excess

of the number required the election for that Office shall be by secret

ballot.

2. The Secretary shall provide sufficient ballot papers (if necessary)

with the names of candidates written or printed thereon in

alphabetical order at least seven days prior to the meeting

to enable Members unable to attend the Annual General Meeting

to cast a written ballot.

3. Any Offices, for which insufficient nominations have been received

prior to the Meeting, may be filled from the floor. If any position is not

filled during the Meeting it may be filled at a later date by the Board

or Committee in accordance with Rule 9.4 on Casual Vacancies.

9.4 CASUAL VACANCIES

1. The Board of Management shall have power at any time to appoint

any member of the Club to fill any Casual Vacancy on the Board until

the next Annual General Meeting.

2. The continuing Members of the Board may act, notwithstanding any

vacancy on the Board, providing their number is not reduced below that

number fixed, pursuant to these rules as necessary for a Quorum. In

such event the remaining Members of the Board shall have power to

increase their numbers to that number or to call a Special General

Meeting.

9.5 FAILURE TO ATTEND BOARD MEETINGS

Any Member of the Board, excepting ex-Officio Members, who fails to

attend three consecutive regular Board Meetings, without the express

permission of the Board of Management, may have their position

declared vacant and be replaced in accordance with Rule 9.4 on

Casual Vacancies.

9.6 RESIGNATION OF MEMBER OF BOARD OR COMMITTEE

Excepting compulsory retirement at each Annual General Meeting,

any Member of the Board wishing to resign from the Board must do

so in writing. Any such resignation shall only take effect from the time

it has been received and accepted by the Board at any normal Board

Meeting or Special Board Meeting convened for that purpose. Such

resignation shall not negate any other action to be taken by the

Board or Committee.

9.7 NEGLECT OF RESPONSIBILITIES

Any Officer of the Club who fails to conduct themselves in a manner

befitting their position, or neglects to carry out the duties required of

their appointment, or deliberately fails to carry out a direction of the

Club, Board or Committee may have their position declared vacant

and be replaced in accordance with Rule 9.4 on Casual Vacancies.

10. POWERS OF BOARD

10.1 Except as otherwise provided by these Rules or by resolution of

the Club, the Board shall:

1. Have the control and management of the administration of the

affairs, property and funds of the Club, in order to obtain the objects

of the Club according to Rule 2, and

2. Have authority to interpret the meaning of these Rules and any

matter relating to the Club on which these Rules are silent, and

3. Have authority on behalf of the Club to exercise the powers listed

in Rule 3.

10.2 The Board shall have the power to form Subcommittees, and

delegate such of its power to these Subcommittees, or Executive,

or Office Bearer as it deems fit.

10.3 Between Meetings of the Board, the Executive shall be responsible

for the day-to-day running of the Club within the powers delegated by the

Board. Such decisions and actions taken under authority will be faithfully

reported to the next Board Meeting for ratification.

10.4 The Board shall be responsible to produce, amend and enforce

By-laws and Rules of Procedure under the provisions of the Rules on

the By-laws (Rule 21).

11. MEETINGS

11.1 QUORUMS

Twenty per cent (20%) of the Club membership entitled to vote

shall constitute a quorum for the Annual General Meeting or any

Special General Meeting and fifty-one per cent (51%) of the Board

or any Committee Membership for any normal or Special Board

or Committee Meeting. Should a quorum not be present within

one half hour of the time set for such Meeting then the Meeting

shall stand adjourned for one week, or to a date fixed by Members

present. The adjourned Meeting, whether a quorum is present or

not, shall have power to proceed with the business for which the

Meeting was called.

11.2 ANNUAL GENERAL MEETING

The Annual General Meeting of the Club shall be held not later than

two months after the close of the financial year, normally within the

last fortnight of the month of August. The Meeting shall be called by

the giving of at least 7 days notice to Members, giving due notice of

any Special Matters, Recommendations, Changes to Constitution

or other items for Consideration.

11.3 BUSINESS TRANSACTED AT ANNUAL GENERAL MEETINGS

The business to be transacted at every Annual Meeting shall be:

1. Reading of Notice Convening Meeting.

2. Confirmation of Minutes of previous Annual General Meeting,

and any Special Meetings held during the year.

3. Receiving of Management Reports..

4. Receiving of Treasurer's Statement of Income and Expenditure,

Assets and Liabilities, and his covering Report.

5. Receiving of Auditor's Report upon the books and accounts

for the preceding year.

6. Receiving of other Reports pertinent to the Club.

7. Consideration and Adoption of Reports.

8. Consideration of Recommendations of outgoing Board, and any

Notices of Motion which may affect the Current Meeting.

9. Election of Members of the Board of Management.

10. Appointment of Auditor.

11. Appointment of Solicitor.

12. Consideration of any Notices of Motion correctly submitted.

13. General Business.

11.4 ORDER OF BUSINESS, ANNUAL GENERAL MEETING

The Order of Business shall be as in Rule 11.3, or as laid down

in By-laws and Rules of Procedure, unless in the opinion of the

Chairperson exceptional circumstances warrant a change in the

order.

11.5 SPECIAL GENERAL MEETINGS

A Special General Meeting shall be called by the Secretary:

1. By direction of the Board; or

2. Upon the written request of six (6) Members of the Board; or

3. Upon the written request of fifteen (15) Members of the Club

eligible to vote; or

4. Upon receipt of a written appeal against rejection of

membership, suspension or expulsion.

Any such direction or request shall specify the objects for which

the Meeting is to be held. The Meeting shall be called within

twenty-one (21) days after receipt of requisition, Notice of the

Meeting being given as in Rule 11.2, stating the objects of the

Meeting and the resolution or resolutions to be presented. No

other business shall be transacted at such Meeting. When

possible such Meeting shall be held on a normal bowling day.

11.6 BOARD MEETINGS

The Board shall meet for the transaction of business once in

every calendar month and full and accurate Minutes of all

Resolutions and proceedings of such Meeting shall be

entered in a book provided for that purpose. No Member

other than Board shall attend these Meetings unless

invited by the Board to do so. The determinations of

the Board shall be made available to Members on

request, or a summary shall be posted on the notice

board prior to the next Board Meeting.

11.7 BUSINESS TRANSACTED AT BOARD MEETINGS

The business to be transacted at every regular Board Meeting

shall include:

1. Confirmation of Minutes of previous Board Meeting and any Special

Board Meetings held in the interval and matters arising therefrom;

2. Inwards and outwards correspondence and matters arising therefrom;

3. Ratification or otherwise of applications for membership;

4. Treasurer's Report and recommendations;

5. Report from Executive;

6. Reports from other Officers, Committees and Subcommittees;

7. General Business.

11.8 ORDER OF BUSINESS, BOARD MEETINGS

The Order of Business shall be as in Rule 11.7, and as laid

down in By-laws and Rules of Procedure excepting that in

special circumstances the Chairperson may suspend standing

orders to firstly deal with any matter. When the matter for which

the orders were suspended has been dealt with, the Chairperson

will direct that the normal order of business be resumed.

11.9 SPECIAL BOARD MEETING

The Chairperson or three Members of the Board may request the

Secretary to convene a Special Meeting of the Board to deal with

any matter that may require urgent or special attention. Notice

shall be given to all available Members of the Board, stating the

purpose of calling the Meeting, and sufficient time shall be allowed

for a quorum to assemble and be present. Only the business for

which the Meeting was called shall be dealt with. Standard matters

arising from day-to-day should be dealt with by the Executive.

11.10 CHAIRPERSON

The Chairperson of the Board shall take the Chair at all General,

Special and Board Meetings at which he/she is present, excluding

Committee and Subcommittee Meetings. In his/her absence the

Deputy Chairperson may chair the meeting. In the absence of both

of these the members present may elect a Chairperson for that

meeting. The Chairperson of the Meeting shall sign the Minutes

of the previous similar Meeting as a true and accurate record.

11.11 VOTING AT MEETINGS (GENERALLY)

1. All questions which are submitted for decision by the Members

present at any Meeting of the Club shall (except in the case of

contested elections of Officers) be by show of hands, unless at

least ten (10) Members present request that the matter under

consideration be determined by secret ballot.

2. At a Meeting of the Board the Chairperson or any three

Members of the Board may require any matter under

consideration to be determined by secret ballot of the Board.

3. At any Meeting of the Club or Board, the Chairperson shall

have in addition to his/her vote as a Member, a casting vote in

the case of equality of votes on any question. If this casting vote

is not exercised the question will be considered to be determined

in the negative. Except as provided for in these Rules general

matters submitted for decisions at any Meeting of the Club or

Board shall be determined by a majority vote of Members of the

Board attending such Meeting.

4. No person present at any meeting of the Club shall be entitled

to vote unless he/she is a Financial Member at the date of such

Meeting.

11.12 VOTING ON SPECIAL RESOLUTIONS, CHANGES TO

CONSTITUTION AND APPEALS

1. Resolutions submitted for consideration at Special General

Meetings shall not be deemed to be carried unless passed by

not less than three-quarters of the Members present and eligible

to vote at the Meeting.

2. Changes to Constitution and/or amendments at Special General

Meetings require a three-quarters majority of Members present and

eligible to vote at any Meeting of the Club, Board or Committee to be

deemed to be carried.

3. For an appeal against rejection of nomination for membership to

be upheld, it shall require an affirmative vote by two-thirds majority of

Members present and eligible to vote.

4. For an appeal against suspension or expulsion to be upheld, it

shall require an affirmative vote by two-thirds majority of Members

present and eligible to vote. Should the appeal be upheld,

recommendations of alternative disciplinary action to be

taken shall be determined by simple majority of Members

present and be referred back to the Board or Committee

for reconsideration.

12. DUTIES AND RESPONSIBILITIES

12.1 Specific duties and responsibilities of the various Members

of the Board, Committees and Subcommittees shall be in

accordance with the By-laws and Rules of Procedure of the

Club. The Board or Committees may from time to time delegate

specific duties and responsibilities to individuals or Subcommittees

as the need arises. The duties of certain Employees will be defined

by Industrial Law or Agreement or as contained in their Contract of

Employment.

12.2 The various Officers shall be responsible for the duties as outlined:

1. Chairperson: The Chairperson shall preside at all Meetings of the Club

and Board. He/she shall ensure that decisions of the Board are carried out

and that the Rules of the Club are adhered to by all. He/she is an Ex-officio

Member of all Subcommittees of the Club with simple voting power at the

Meetings he/she attends.

(1) Deputy Chairperson: To assist the Chairperson in carrying out

his/her responsibilities, and to perform such duties as are required

from time to time. In the absence of the Chairperson he/she shall

carry out the duties of the Chairperson.

(2) Secretary: To cause full and accurate Minutes of all questions,

matters, resolutions and other proceedings of every Board and

General Meeting to be entered in a book to be open for inspection

at all reasonable times by any financial Member who previously

applies to the Secretary for that inspection. For the purposes of

ensuring accuracy of recording such Minutes of every Management

Board Meeting shall be signed by the Chairperson of that Meeting or

the Chairperson of the next succeeding Management Board Meeting

verifying their accuracy. Similarly the Minutes of every General Meeting

shall be signed by the Chairperson of that Meeting or the Chairperson

of the next succeeding General Meeting, provided that the Minutes of

any Annual General Meeting shall be signed by the Chairperson of that

Meeting or the Chairperson of the next succeeding General Meeting or

Annual General Meeting. The Secretary shall furnish such returns as

are required by the Justice Department, Licensing Commission and

the Associations the Club is affiliated with. He/she shall also carry out

such other duties as required in these Rules and such detailed tasks

as outlined in Club By-laws.

(3) Assistant Secretary: (if appointed): To assist the Secretary in the

performance of his/her duties and responsibilities, and to carry out

such specific duties as allotted from time to time. In the absence of

the Secretary he/she shall act in his/her stead.

(4) Treasurer: To keep the Books of Account of the Club and ensure

that all payments made and accounts presented for payment are

correct and in accordance with directions of the Board and the Rules

of the Club. He/she will report the financial state of the Club at each

Board Meeting, and submit to the Annual General Meeting an Audited

Statement of the Club's accounts for the preceding year.

(5) Assistant Treasurer: (if appointed): To assist the Treasurer in the

performance of his/her duties and responsibilities, and to carry out

such specific duties as allotted from time to time. In the absence of

the Treasurer he/she shall act in his/her stead.

(6) Greens Director: The greens shall be under the full control of the

Board, but they may delegate authority to a Greens Director, who shall

direct the Greenkeeper as to the maintenance of a good playing surface.

The Greens Director shall oversee the purchase of materials, equipment,

etc. in accordance with the requirements and the directions of the Board.

A report on the condition of greens shall be presented at each regular

Board Meeting.

(7) Director Catering: Subject to the control and direction of the Board,

the Director Catering will manage the kitchen and carry out all the duties

relating to catering and delivery of the catering service including the

supervision of Kitchen Staff employed and report to the Board at each

regular Board Meeting.

(8) Director Bar: Subject to the control and direction of the Board

the Director Bar shall have full control over the provision of all

refreshments provided through the bar service. He shall be

responsible for the maintenance of the Club House, Club

furniture and furnishings and for the supervision of Bar Staff

employed or utilised for that purpose and report to the Board

at each regular Board Meeting.

(9) Director Gaming: Subject to the control and direction of the

Board, the Director Gaming shall be responsible for matters

related to Gaming and report to the Board at each regular Board

Meeting. He shall be responsible for ensuring that the requirements

of the Machine Gaming Authorities are complied with. He shall be

responsible for clearing of machines, counting and security of monies

and the keeping of the necessary records. He shall be responsible for

supervising the operation of Gaming Employee Licenses. He shall

make recommendations to the Board regarding the replacement,

relocation or additional machine requirements.

(10) Other Officers: Specific duties will be allotted from time to time

by the Board, or be as laid down in By-laws or Rules of Guidance.

From these Officers shall be drawn Assistants to other Office

Bearers as required, and in the absence of those Office Bearers

shall act in their stead.

13. SPARE

14. SPARE

15. AUDITOR

15.1 One or more Auditors may be appointed at the Annual General

Meeting or by the Board if a vacancy occurs. The Auditor must be

qualified as required by the Associations Incorporation Act 1981

and acceptable to the Chief Executive of the relevant Department

Administering the Act. He/she will audit the books of the Club and

prepare a report for submission to the Annual General Meeting in

accordance with the requirements of the Companies Act. He/she

need not be a Member of the Club, but if a Member shall hold no

position on the Board. The Auditor is entitled to attend Board

Meetings as an observer, and may speak, but shall not be

entitled to vote on fiscal matters.

16. SOLICITOR

16.1 A Solicitor may be appointed at the Annual General Meeting of

the Club, or if not then appointed or a vacancy occurs, he/she may be

appointed by the Board. He/she need not be a Member of the Club.

17. NO MEMBER TO RECEIVE ADVANTAGE

17.1 No Member shall receive from the Club any advantage whether

pecuniary or otherwise, that is not available to any other Member of

the Club.

17.2 The Club shall not be carried on for the purpose of gain or profit

to its individual Members and no distribution, whether in money, property

or otherwise shall be made to its Members provided however that honoraria

may be paid to Members in appreciation of services, provided the same

have been recommended by the Board and approved by resolution of the

Club in Annual Meeting.

18. DISCIPLINE

18.1 The Board or Committees shall have the power to request apology

from, reprimand, suspend, or expel any Member, who on Club premises

or elsewhere, is in the opinion of the Board or Committee, guilty of conduct

derogatory to the well-being of the sport of bowls, or prejudicial to the

interests of the Club. Guidelines shall be laid down in By-laws of the Club.

18.2 As well as the power to remove an Unfinancial Member from the

such rights and privileges including attendance at functions, competitions,

etc. It may also cause his/her name to be listed as a defaulter, which will

debar the Member of his/her rights at any affiliated club.

18.3 The Senior Officer present, or the Delegated Officer, has the

power to take such immediate action against any Member or visitor

whose behaviour is detrimental to the well-being of the Club, by

refusing further service, or by removal from the Club premises.

Such action need not prejudice any further disciplinary action by

the Board or Committee at a later date.

18.4 Betting on Games, Illegal Gambling, Abusive or Obscene

Language, Religious or Political Arguments are not permitted

within the Clubhouse. The Board or Committee upon receiving

a report, in writing by a Member or verbally by an Officer shall

investigate the circumstances and take whatever action it deems

necessary to prevent repetition of such occurrence.

19. APPEALS

19.1 AGAINST REJECTION OF APPLICATION FOR MEMBERSHIP

Any person whose application for membership has been rejected by

the Board or Committee directly, or indirectly by objections correctly

lodged, may appeal within one month of dispatch of advice of rejection.

Such appeal is to be in writing and lodged with the Secretary. The

Secretary will convene a Special General Meeting of the Club not more

than twenty-one (21) days after receipt of appeal.

19.2 AGAINST SUSPENSION OR EXPULSION

Any Member who as a result of action by the Board or Committee

has been suspended or expelled from the Club may appeal against

such suspension or expulsion. Such appeal must be lodged in

writing with the Secretary within seven days notice being forwarded

or handed to Member. The Secretary will convene a Special General

Meeting of the Club not more than twenty-one (21) days after receipt

of appeal. The appeal must indicate whether it is against the finding

or the penalty imposed. Only such aspect shall be dealt with at the

Special General Meeting. If the appeal is upheld the matter will be

referred back to the Board or Committee to take appropriate action

in accordance with the recommendations of the Meeting.

19.3 REPRESENTATION AT APPEAL

At any appeal the appellant shall be given the opportunity to fully

present his/her case and the Board or Committee or those

Members who rejected his/her membership, or invoked the

penalty of suspension or expulsion shall likewise have the

opportunity of presenting its or their case. No party will be

entitled to be represented by Solicitor, Barrister or other

Agent.

19.4 RESULT OF APPEAL

The appeal shall be determined by the Members present

and eligible to vote, and such determination shall be final.

The appeal shall be deemed lost unless upheld by a

two-thirds majority of eligible Members present at the

Special General Meeting.

20. ALTERATION OF RULES

20.1 Any alteration to the Rules of the Club must be subject to the

provisions of the Associations Incorporation Act 1981, as amended.

Any Proposed amendment, rescission, or addition shall be submitted

to and approved by the Office of Consumer Affairs after having been

passed as a Special Resolution at an Annual General Meeting or a

General Meeting convened for the purpose. The Proposed changes

do not come into effect until such approval has been obtained.

Amendments to By-laws relevant to the Constitution of the

Inclusive Clubs, dealing with Bowling Matters shall be

forwarded to R.Q.B.A. or Q.L.B.A. or appropriate authority

for approval.

20.2 Alteration of the Rules shall be made only at the Annual or a

Special General Meeting of the Club, after written notice of the

proposed alterations has been given to the Secretary for the

aforementioned approvals to be received in sufficient time for the

proposed alterations to be included in the Notice calling the said

Meeting under Rule 11.2 or Rule 11.5. No Rule shall be altered

unless it is passed by at least three-quarters of the Members

present and eligible to vote at the Meeting.

21. BY-LAWS AND RULES OF PROCEDURE

21.1 The Board or appropriate Committee is responsible to produce

By-laws and Rules of Procedure in accordance with the

21.2 Constitution of the Club. Such By-laws will be presented at an Annual

or Special General Meeting for initial approval by simple majority of Members

present. Once approved the By-laws can be changed by three-quarters

majority of the Board or Committee present at a normal Board or Committee

Meeting subject to the provisions of these Rules. Any proposed changes to

By-laws must be exhibited on the Club notice board for a minimum of fourteen

(14) days to allow Members to lodge letters of approval or dissent. If more than

five Members sign and submit a letter or letters of dissent prior to the Meeting,

then the changes must go to a Special General Meeting, requiring a

three-quarters majority of Members present and eligible to vote at

that Meeting.

22. COMMON SEAL

22.1 The Board of Management shall provide for a Common Seal and for

its safe custody. The Common Seal shall only be used by the authority of

the Board of Management and every instrument to which the Seal is affixed

shall be signed by a Member of the Executive and countersigned by another

Member of the Executive or other person appointed by the Board of

Management for the purpose.

23. REMOVAL OF OFFICER

23.1 Any Officer or Member of the Board of Management or of a

Committee appointed by the Members of the Board of Management

may be removed from Office by a two-thirds majority present and

eligible to vote at a Special Meeting called for that purpose as

provided in these Rules. The Member shall have due notice of

such Meeting and shall be afforded reasonable facilities for

making such presentations to the Meeting as he/she shall

think fit, but shall not be entitled to be represented by a

Solicitor, Barrister or any other Agent.

24. FINANCES

24.1 THE FINANCIAL YEAR

The financial year of the Club shall end on 30th June each year. The

membership year may also end on that date or may coincide with the

calendar year if so determined by the Members present at an Annual

General or Special Meeting.

The Inclusive Clubs shall set their own financial year, not necessarily

coincident with the above.

24.2 NOMINATION FEES AND ANNUAL SUBSCRIPTIONS

The Basic Club Subscription shall be determined by the Board of

Management prior to the start of each financial year, and be ratified

at the Annual General Meeting.

The Inclusive Clubs fees shall be determined by those Clubs for

each class of Member for the forthcoming membership year at

their respective Annual General Meetings. These dues shall not

include any capitation fees or levies struck by R.Q.B.A., Q.L.B.A.,

D.B.A. or other authority from time to time. Such amounts are

determined separately. The Meetings may give authority for

rebates for pensioners etc. or for the Board or Committees to

vary the amounts payable in exceptional circumstances. The

Inclusive Clubs shall determine the appropriate Nomination

Fee for the Class of Proposed membership unless such

power has been delegated to the Board.

24.3 PRO-RATA FOR LATE MEMBERSHIPS

Any person taking up membership after the commencement off

the financial year shall pay his/her subscription pro-rata for the

remaining period.

24.4 PLAYING FEES

The Board reserves the right to charge a playing fee, either in

general, or by addition to Annual Subscription, or individually

for usage off the playing surfaces and such other amenities

or services as may be provided. Such fee is subject to variation

as determined by decision of the Board.

24.5 FUNDS TO BE DEPOSITED IN BANK

All funds of the Club shall be deposited in a bank or other secure

financial institution in accounts specified by the relevant Acts in

the name of the Club, and operated on or by any two of the

Chairperson, Secretary, Treasurer, Assistant Secretary, and

Assistant Treasurer. In the case of the Gaming Account approval

to sign is extended to the Director Gaming and to the Bar Manager.

All monies received by the Club shall be banked as soon as

practical after receipt.

24.6 ACCOUNTS TO BE PAID BY CHEQUE

Wherever possible all major payments of accounts shall be paid

by cheque. Where this is impractical and cash payments are made,

proper receipts shall be obtained and submitted.

24.7 POWER OF BOARD TO SPEND MONEY

The Board is empowered to spend whatever monies necessary for the

maintenance and upkeep of the Club property, and for the maintenance

of supplies and trading stocks. In normal circumstances, capital works

or expenditure in excess of $100,000 (or such other amount as

determined by General Meeting) should be presented to Members

for approval, except where such works are part of an overall development

plan previously submitted and approved. In exceptional circumstances,

where delay could cause financial disadvantage the Board may proceed

in the best interest of the Club and its Members.

24.8 BOOKS OF ACCOUNT

Proper Books of Account shall be kept and maintained in written or printed

or computerised form and in the English language and shall be accurate

statements of the financial affairs of the Club.

24.9 BOOKS TO BE AUDITED

The Books of Account shall be audited at the end of each financial year, and

a balance sheet prepared for submission to the Annual General Meeting.

This balance sheet shall include statements of particulars of income and

expenditure for the year just ended, and the assets and liabilities, mortgages,

charges and securities having effect upon the property of the Club at the close

of that year.

24.10 INCOME TO BE USED FOR OBJECTS OF CLUB

The income and property of the Club whencesoever derived shall be used and

applies solely in promotion of its objects and in the exercise of its powers as

set out herein and no portion thereof shall be distributed, paid or transferred

directly or indirectly by way of dividend, bonus or otherwise by way of profit to

or amongst the Members of the Club. Provided that nothing herein contained

shall prevent the payment in good faith of interest to any such Member in

respect of moneys advanced by him/her to the Club, or otherwise owing by

the Club to him/her, or of remuneration to any Member of the Club in return

for any services actually rendered to the Club. Provided further that nothing

herein contained shall be construed so as to prevent the payment or

repayment to any Member of out of pocket expenses, money lent,

reasonable and proper charges for goods hired by the Club or

reasonable and proper rent for premises demised or let to

the Club.

25. OTHER CLUBS WITHIN CLUB (INCLUSIVE CLUBS)

25.1 LADIES CLUB

The Toombul Ladies Bowling Club shall be an Inclusive Club. This Club

shall be responsible for the administration of its own affairs, particularly

in the realm of Ladies Bowls, in accordance with its own Constitution

framed under the Constitution of the Club, as a By-law of this

Constitution. It shall elect its own Office Bearers, and be

responsible for its own liabilities incurred in its running.

Members, Senior and Life Members shall be Members of

the Club, with rights and privileges of Members, and

Members of the Social Club. Its Members are to be

affiliated with the Q.L.B.A. or other governing body of

Ladies Bowls. The Ladies Club shall have use of the

greens and pavilion under the conditions determined

by agreement with the Board from time to time.

25.2 MENS CLUB

The Toombul Mens Bowls Club shall be an Inclusive Club. This Club shall

be responsible for the administration of its own affairs, particularly in the

realm of Mens Bowls, in accordance with its own Constitution framed under

the Constitution of the Club, as a By-law of this Constitution. It shall elect its

own Office Bearers, and be responsible for its own liabilities incurred in its

running. Members, Senior and Life Members shall be Members of the Club,

with rights and privileges of Members, and Members of the Social Club. Its

Members are to be affiliated with the D.B.A., R.Q.B.A. or other governing

body of Mens Bowls. The Mens Club shall have use of the greens and

pavilion under the conditions determined by agreement with the Board

from time to time.

25.3 SOCIAL CLUB

The Toombul Bowls Social Club shall be an Inclusive Club. This Club

shall be responsible for the administration of its own affairs, (or may

delegate some or all of this authority to the Board or either or both of

the other Inclusive Clubs) in accordance with its own Constitution

framed under the Constitution of the Club, as a By-law to this

Constitution. It shall elect its own Office Bearers, and be

responsible for its own liabilities incurred in its running.

Members, Senior and Life Members of the Ladies and

Mens Clubs, Honorary Members of the Club shall be

automatic Members of this Club. In addition this Club

may have non-bowling Members who fulfill the conditions

of Rule 4.1 3. (Social Members) and other conditions laid

down in its Constitution. The Social Club shall have use of

the greens and pavilion under the conditions determined by

agreement with the Board from time to time. The Social Club

shall be responsible for the social activities and aspects of the

combined memberships and is empowered to raise funds

within the Constitution for this purpose, as approved by the

Board from time to time.

26 DISSOLUTION

26.1 BY RESOLUTION OF MEMBERS

The Club may be dissolved by resolution of the Members at a Special

General Meeting confirmed by a resolution at a further Special General

Meeting called at an interval of not less than fourteen (14) days or more

than thirty (30) days thereafter. The two (2) Meetings may be convened

by one notice. Any resolution for voluntary dissolution requires a

two-thirds majority of Members present and voting to be in the

affirmative.

26.2 AUTOMATIC DISSOLUTION

The Club shall be dissolved when the financial membership reduced to

twenty or fewer Members.

27. DISTRIBUTION OF SURPLUS ASSETS

27.1 ASSETS TO BE TRANSFERRED

If the Club shall be wound up in accordance with the provisions of the Associations

Incorporation Act 1981 and there remains, after satisfaction of all its debts and

liabilities, any property whatsoever, the same shall not be paid or distributed

amongst the Members of the Club but shall be given or transferred to some

other Institution or Institutions having objects similar to the objects of the Club,

provided the Fund, Authority or Institution to which the property of the Club is

transferred is a Fund, Authority or Institution approved by the Commissioner

of Taxation as a Fund, Authority or Institution referred to in Section 23 of the

Income Tax Assessment Act, 1936 (as amended).

27.2 RECIPIENTS DETERMINED AT MEETING

The proposed recipients of such property shall be determined at the Meeting

at which the dissolution takes place, or by such remaining Members of the

Board of Management as may exist at that time, and to whom the

responsibilities have been delegated.

28. ACCEPTANCE OF RULES

28.1 All Members on election shall be deemed to have agreed to be bound

by the Constitution, Rules, and By-laws of the Club for the time being.

29. DATE OF APPROVAL

29.1 The Rules shall become effective as from the date approved by the

Chief Executive of the Department Administering the Act.

Incorporated the Seventh Day of June 1989.

List of Amendments: -

Date Subject Rule

Multiple to March 1992 - reprinted

Date Subject Rule

Aug 1995 Alteration of Rules 20.1

Aug 1995 Date of Approval 29.1

Aug 1997 Management Committee - Offices 9.1-1

Aug 1997 Duties and Responsibilities 12.2 -8,9,10

Aug 1999 Membership 4.2-5

Aug 2002 Multiple amendments - reprinted