Constitution
1. Name and type
1.1The name of the company is Australian Amateur Muay Thai Initiative Pty Ltd (the Company, also known as AAMI).
1.2The Company is a proprietary company limited by shares and is a not for profit company.
1.3The registered office of the Company is the address recorded with ASIC from time to time. The Directors may change it, and must notify ASIC of any change.
2. Interpretation and the Corporations Act
2.1In this constitution, Act means the Corporations Act 2001 (Cth), Board means the Directors acting together, Director means a director of the Company, Member means a person entered in the register of members as a holder of a share, and special resolution has the meaning given in the Act.
2.2The replaceable rules in the Act apply to the Company, except to the extent they are inconsistent with or displaced by this constitution.
2.3The Company may exercise every power of a company under the Act. Headings do not affect interpretation.
3. Mission
3.1The mission of the Company is to promote and support grassroots Muay Thai and amateur development in Australia, and to raise funds to give back to the amateur Muay Thai community, including fighters, gyms and promoters.
3.2The Company is dedicated to fostering a supportive and competitive environment that empowers athletes of all skill levels to thrive in the sport. By upholding the highest standards of sportsmanship, fairness and respect, the Company aims to elevate the profile of Muay Thai while nurturing a community of passionate individuals committed to its enduring legacy.
3.3The goal of the Company is to increase participation in Muay Thai by providing opportunities for new and existing athletes to engage in and benefit from the sport, ensuring its growth and sustainability from the ground up.
4. Objects
4.1The objects of the Company are:
(a)to foster the growth and development of Muay Thai at the grassroots and amateur levels in Australia;
(b)to provide financial support, resources and educational opportunities to amateur Muay Thai fighters, gyms and promoters;
(c)to organise events, competitions and training programs that promote sportsmanship, fair play and community engagement; and
(d)to collaborate with national and international Muay Thai organisations, government bodies and community stakeholders to advance the interests of amateur Muay Thai.
5. Not for profit
5.1The income and property of the Company, however derived, must be applied solely towards the promotion of the objects of the Company.
5.2No part of the income or property of the Company may be paid, transferred or distributed, directly or indirectly, to any Member or Director, whether by way of dividend, bonus or otherwise, except as permitted by clause 5.3.
5.3Clause 5.2 does not prevent the Company from paying:
(a)reasonable and proper remuneration to a Member, Director or their associate for goods supplied or services rendered to the Company, on terms approved by the Directors who are not interested in the arrangement or, if there is no such Director, by ordinary resolution of the Members who are not interested;
(b)reimbursement of expenses properly incurred on behalf of the Company; or
(c)interest at a commercial rate on money lent to the Company, or reasonable rent for premises let to the Company.
5.4A Director must not be paid for acting as a Director.
5.5All funds raised or received by the Company must be used solely to support its mission and objects.
6. Shares
6.1The Directors may issue shares to a person who supports the objects of the Company, on the terms the Directors decide. The Directors must not issue shares for the purpose of distributing profit.
6.2Each share carries one vote on a poll and one vote on a show of hands for each Member.
6.3A share carries no right to a dividend or to any other distribution of the income or property of the Company during its life.
6.4On winding up, a Member is entitled only to the return of the amount paid up on their shares. This right is subject to clause 17.
6.5A Member may transfer a share only with the approval of the Directors and only to a person who supports the objects of the Company. The Directors may refuse to register a transfer without giving a reason. A share may not be transferred for more than the amount paid up on it.
6.6A Member ceases to be a Member if they transfer all their shares, resign in writing, or have their shares cancelled or forfeited in accordance with the Act. If a Member acts against the objects and interests of the Company, the Members may by special resolution require the transfer or cancellation of their shares for the amount paid up.
7. Associates
7.1The Directors may admit individuals and organisations that support the objects of the Company (including fighters, coaches, gyms, promoters and officials) as Associates, on application and on payment of any fee the Directors decide.
7.2Associates are not Members of the Company for the purposes of the Act. They have no right to receive notice of, attend or vote at general meetings, and no right to the income or property of the Company.
7.3Associates may take part in the activities and programs of the Company on the terms the Directors decide, and must follow the Code of Conduct in Schedule 1.
7.4The Directors may end an Associate's association with the Company if the Associate resigns in writing, fails to pay a due fee, or acts against the objects, interests or Code of Conduct of the Company.
8. General meetings of Members
8.1The Directors may call a general meeting at any time and must call one when the Act requires. Notice of a general meeting must be given as required by the Act.
8.2The Directors must present the Company's financial statements to the Members at least once in each financial year, at a meeting or by written notice.
8.3A quorum for a general meeting is two Members, or all Members if there are fewer than two. No business may be transacted unless a quorum is present.
8.4The Chair of the Directors, or if absent another Director chosen by the Directors present, chairs general meetings.
8.5A question is decided by a majority of votes cast, except where the Act or this constitution requires a special resolution. The chair does not have a casting vote.
8.6A Member may appoint a proxy, and may attend and vote by technology that gives them a reasonable opportunity to take part.
8.7A resolution of the Members may be passed without a meeting if all Members entitled to vote sign a document stating that they are in favour of the resolution, in accordance with section 249B of the Act.
9. Directors
9.1The Company must have at least one and no more than seven Directors. At least one Director must ordinarily reside in Australia.
9.2The first Director is Brodie Stewart Stalder.
9.3After the first Director, the Members appoint Directors by ordinary resolution. The Directors may also appoint a person to fill a casual vacancy or as an additional Director, and that person holds office until the next general meeting at which the Members may confirm the appointment.
9.4A Director holds office until they resign, are removed by the Members under the Act, or become disqualified. A person must consent in writing to act as a Director and must hold a director identification number.
9.5The office of a Director becomes vacant if the Director is disqualified from managing corporations, becomes bankrupt, becomes of unsound mind, is absent from three consecutive Board meetings without leave, or is removed. If the Company has no Directors, the Members must appoint one as soon as possible.
9.6The Board manages the business of the Company and oversees its strategic direction, financial management and policy. The Board may exercise all powers of the Company that the Act or this constitution do not require the Company to exercise in general meeting.
9.7The Board must elect from among the Directors a Chair. If there is only one Director, that Director is the Chair. The Board may appoint a Secretary, a Treasurer and other officers, who need not be Directors. The Treasurer oversees the financial affairs of the Company, maintains financial records and prepares an annual budget for approval by the Board.
10. Directors meetings
10.1The Board must meet at least once in each financial year. Any two Directors may call a special meeting by giving reasonable notice to the other Directors. If the Company has only one Director, the Director must instead make and record the Company's decisions in writing at least once in each financial year, and whenever a significant decision is made, including a major expenditure or a payment to a related party.
10.2A quorum for a Board meeting is two Directors, or the Director if there is only one. A question is decided by a majority of votes of Directors present and entitled to vote. The chair of the meeting has a casting vote only if more than two Directors are present.
10.3A Director may take part in a meeting by telephone or video conference or other technology that gives them a reasonable opportunity to take part.
10.4A resolution of the Directors may be passed without a meeting if all Directors entitled to vote sign a document stating that they are in favour of the resolution, in accordance with section 248A of the Act. If the Company has only one Director, the Director may pass a resolution by recording it in writing and signing it, in accordance with section 248B of the Act.
10.5The Company must keep minutes of all general meetings, Board meetings and written resolutions, and must keep them for at least ten years.
11. Conflicts of interest
11.1A Director who has a material personal interest in a matter relating to the affairs of the Company must disclose that interest to the Board as soon as practicable and as required by the Act.
11.2A Director who has a material personal interest in a matter must not be present while the matter is considered and must not vote on it, unless the other Directors who are not interested resolve otherwise and the Act and clause 5 allow it. If there is no Director who is not interested, the matter must be decided by ordinary resolution of the Members who are not interested.
11.3The Company must keep a register of disclosed interests.
12. Finances
12.1The financial year of the Company is 1 July to 30 June.
12.2The Company must keep accurate financial records and prepare annual financial statements, whether or not the Act requires it to.
12.3The Treasurer must prepare an annual budget for approval by the Board.
12.4Payments from Company accounts must be authorised in the way the Board decides.
13. Indemnity and insurance
13.1To the extent permitted by the Act, the Company indemnifies every current and former Director and officer against liabilities incurred in that capacity, other than a liability to the Company or a related body corporate, a liability arising from conduct involving a lack of good faith, or legal costs incurred in the circumstances described in section 199A of the Act.
13.2The Company may pay premiums for insurance for Directors and officers to the extent permitted by the Act.
14. Notices
14.1The Company may give a notice to a Member or Director personally, by post, or by email to the address the person has given the Company. A notice by email is taken to be given on the business day after it is sent.
15. Records
15.1The Company must keep a register of members, a register of shares, and a register of Directors and officers, and must keep its constitution, signed minutes and resolutions with its company records.
16. Changes to this constitution
16.1This constitution may be modified or repealed only by special resolution of the Members.
16.2A modification of this constitution is not effective unless, in addition to being passed as a special resolution, it is approved by Members who together hold at least 75% of all the shares on issue, whether or not they attend or vote at a meeting. A written resolution signed by all Members meets this requirement.
16.3The Directors must give the Members at least 21 days notice of a meeting at which a modification is proposed, unless all Members agree to shorter notice or the modification is passed by written resolution under clause 8.7.
17. Winding up
17.1If the Company is wound up or dissolved, after the payment of its debts and the return to Members of the amount paid up on their shares, any remaining property must not be paid to or distributed among Members.
17.2Any remaining property must be transferred to one or more not for profit organisations with objects similar to the objects of the Company, which prohibit the distribution of their income and property among their members. The organisations are chosen by special resolution of the Members at or before the time of winding up. If the Company is a registered charity or endorsed to receive tax deductible gifts at that time, the property must go to an organisation with the same status.
Schedule 1: Code of Conduct
As stakeholders of the Australian Amateur Muay Thai Initiative, we are committed to upholding the values and standards that promote the growth and development of Muay Thai in Australia. Our conduct reflects our dedication to the sport, its participants and the community we serve. We agree to:
(1)Promote fair play and sportsmanship. Encourage fair competition and uphold the principles of sportsmanship both in and out of the ring.
(2)Respect. Treat all participants, officials, coaches and fellow stakeholders with respect, dignity and fairness, regardless of differences in opinion or background.
(3)Integrity. Act with honesty, transparency and integrity in all our dealings within the organisation and with the broader Muay Thai community.
(4)Safety and wellbeing. Prioritise the safety, health and wellbeing of all athletes, ensuring that their physical and emotional welfare is safeguarded at all times. Amateur athletes are encouraged to compete within 5% of their natural weight.
(5)Compliance. Adhere to the rules, regulations and guidelines set by the Company and relevant authorities, ensuring compliance with legal and ethical standards.
(6)Professionalism. Conduct ourselves professionally in all interactions related to the Company, promoting a positive image of the sport and the organisation.
(7)Continuous improvement. Strive for continuous improvement in our roles and responsibilities, enhancing the quality and impact of Muay Thai development initiatives in Australia.
(8)Community engagement. Actively engage with and support the local and national Muay Thai community, fostering inclusive participation and promoting the values of the sport.
(9)Conflict resolution. Resolve conflicts and disagreements through constructive dialogue and mediation, aiming for mutually beneficial solutions that uphold the interests of the organisation and its stakeholders.
(10)Accountability. Take responsibility for our actions and decisions, acknowledging the impact they may have on others and the reputation of the Company.
By adhering to this code of conduct, we pledge to contribute positively to the growth and success of Muay Thai in Australia, ensuring that it remains a respected and inclusive sport for all.