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BANKSTOWN RSL CLUB LIMITED

ABN 61 001 084 591

 

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the Annual General Meeting of Bankstown RSL Club Limited(“Club”) will be held on Sunday, 26 March 2017 at 10:30am at the premises of the Club at 32 Kitchener Parade, Bankstown, New South Wales 2200.

BUSINESS TO BE CONDUCTED

1          To receive and adopt the minutes of the Annual General Meeting held on 27 March 2016.

2          *To receive and consider the Directors' Report, Income and Expenditure Accounts, Balance Sheet and Report of the Auditor. 

3          To consider and, if thought fit, pass each of the Ordinary Resolutions which appear under the heading “Ordinary Resolutions”, which concern:

(a)         benefits to be provided to Directors of the Club until the next Annual General Meeting; and

(b)         which confirms rule 19 of the Club's Constitution. 

4          To deal with any business of which due notice has been given.

5          To declare the results of the 2017 election of the Board. 

6          To deal with any other business that the meeting may approve of which due notice has not been given.   

 

 

 

Yours Faithfully

 

Scott Dickson
Chief Executive Officer
P: (02) 87130700E:

 

scott.dickson@bankstownrsl.com.au

ORDINARY RESOLUTIONS

FIRST ORDINARY RESOLUTION

“(a)          For the purposes of sections 10(6)(d) and 10(6A) of the Registered Clubs Act 1976 (NSW), that the Members hereby approve expenditure by the Club in a sum not exceeding $8,000for the professional development and education of Directors until the next Annual General Meeting, including:

(i)         The reasonable cost of Directors attending the Annual General Meeting of Clubs NSW.

(ii)         The reasonable cost of Directors attending Meetings of other Associations of which the Club is a member.

(iii)        The reasonable cost of Directors attending Seminars, Lectures and Trade Displays, Organised Study Tours, Fact Finding Tours and other similar events as may be determined by the Board from time to time.

(iv)        The reasonable cost of Directors attending other Clubs for the purpose of observing their facilities and methods of operation provided such attendances are approved by the Board as being necessary for the betterment of the Club.

(b)           The Members acknowledge that the benefits in Paragraph (a) above are not available to Members generally, but only for those who are Directors of the Club.”

SECOND ORDINARY RESOLUTION

“(a)         The members approve, for the purposes of section 10(6)(b) of the Registered Clubs Act 1976 (NSW), that the Board of the Club be granted Honoraria as follows, subject to paragraph (b) below:

(i)             Chairman                                              $440per month;

(ii)            Vice Chairman                                     $340per month; and

(iii)           Other Directors                                   $200per month.

(b)          From April 2017, payment of Honoraria is subject to the following conditions:

(i)            Payment of monthly instalments of honoraria may be withheld and not be paid to a Director for the month or months which immediately follow his or her failure to attend consecutive Board meetings (including disciplinary hearings under rule 42 of the Club's Constitution). 

(ii)          Payment of monthly instalments of honoraria to a Director will be resumed for the month in which the Director next attends a Board meeting (including disciplinary hearings held under rule 42 of the Club's Constitution) and will continue for subsequent months subject to the requirements of paragraph (i) above.  That is, the resumption of monthly instalments of honoraria remain subject to further withholding and non-payment pursuant to the requirements of paragraph (i) above, and subject to further resumption under this paragraph (ii).

(iii)             For the purposes of this paragraph (b), non-attendance at Board meetings (including disciplinary hearings under rule 42 of the Club's Constitution) held in February and March 2017 will not disqualify a Director from payment of his or her honorarium payable for the months of March and April 2017 unless the Director held office on the Board for the months of February and March 2017."   

THIRD ORDINARY RESOLUTION

“(a)          For the purposes of section 10(6A) of the Registered Clubs Act 1976 (NSW), that that the Members hereby approve expenditure by the Club in a sum not exceeding $40,000until the next Annual General Meeting for the following expenses subject to approval by the Board of Directors:

(i)         The reasonable cost of a meal and beverage for each Director before or after a Board or Committee Meeting, on the day of that meeting when this meeting coincides with a normal meal time.

(ii)        Reasonable expenses incurred by Directors either within the Club or elsewhere in relation to such other duties including entertainment of special guests of the Club and other promotional activities approved by the Board on production of receipts, invoices or other proper documentary evidence of such expenditure.

(iii)        Reasonable expenses of Directors attending functions with spouses where appropriate and required to represent the Club including the Annual General Meeting of Clubs NSW.

(iv)       The provision of blazers and associated apparel for the use of Club Directors when representing the Club.

(v)        Reasonable expenses incurred by Directors in travelling to and from Directors’ Meetings or other duly constituted Committee Meetings as approved by the Board from time to time, subject to production of invoices, receipts or other proper documentary evidence of such expenditure. 

(b)        The members acknowledge that the benefits in Paragraph (a) above are not available to Members generally but only for those who are Directors of the Club and those Members directly involved in the activities in paragraph (a).”

FOURTH ORDINARY RESOLUTION

“For the purposes of section 10(6A) of the Registered Clubs Act 1976 (NSW), that the Club make provision for car parking spaces adjacent to the Club for use by the Directors.

The members acknowledge that the benefit in this Fourth Ordinary Resolution is not available to members generally but only to those who are Directors of the Club.”

Explanatory Message regarding the First, Second, Third and Fourth Ordinary Resolutions

1.         These explanatory notes have been prepared to assist members in understanding the details and effect of the Ordinary Resolutions to be considered at the Annual General Meeting. 

2.         These notes are to be read in conjunction with the proposed Ordinary Resolutions. 

3.         The Registered Clubs Act 1976 (NSW) (Registered Clubs Act) prohibits a profit, benefit or advantage being offered to a member of the Club, whether or not he or she is a member of the Board of Directors, or of any Committee of the Club unless the profit, benefit or advantage is offered equally to every full member of the Club or unless the profit, benefit or advantage is approved by the members in general meeting.

4.         If the First Ordinary Resolution is passed, $8,000may be expended by the Club for the professional development and education of Directors until the next Annual General Meeting.

5.         If the Second Ordinary Resolution is passed, honoraria may be paid to the Directors for the amounts specified in the Resolution until the next Annual General Meeting. 

6.         If the Third Ordinary Resolution is passed, $40,000may be expended by the Club for the listed types of expenses which may be incurred by the Directors until the next Annual General Meeting.

7.         If the Fourth Ordinary Resolution is passed, the Club can continue to designate car spaces for use only by Directors.

FIFTH ORDINARY RESOLUTION

"That for the purposes of clause 30 of the Registered Clubs Regulation 2015 (NSW), members confirm approval of Rule 19 of the Club's Constitution, which provides that not less than 25% of the Full Members of the Club must at all times have the right to vote at the election of the Board."

Explanatory Message regarding the Fifth Ordinary Resolution

1.     Under section 30(9)(a) of the Registered Clubs Act, the constitution of a registered club must permit at least 25% of the full members of the club to vote in the election of the board.  Full members are all classes of ordinary members and life members. 

2.     Prior to 21 December 2006, section 30(9)(a) of the Registered Clubs Act required a majority of the full members of a registered club to be eligible to vote for the election of its board.  From 21 December 2006, the section was amended to allow for 25% of the full members of a registered club to be eligible to vote for the election of its board, subject to any requirements contained in the regulations under the Registered Clubs Act.   

3.     The current regulation is the Registered Clubs Regulation 2015 (NSW) (Registered Clubs Regulation).  Although Rule 19 was amended pursuant to a special resolution passed at the Club's 2012 Annual General Meeting to allow for at least 25% (instead of at least 50%) of the Club's full membership to vote in Board elections, under clause 30 of the Registered Clubs Regulation any rule of a club's constitution allowing less than 50% of the club's full membership to vote at the election of the board to be approved by a majority vote at a general meeting of the ordinary (and life) members.

4.     Therefore under the Registered Clubs Regulation, an ordinary resolution of members confirming Rule 19 of the Club's Constitution is required, despite the fact that Rule 19 was amended by a special resolution at the 2012 Annual General Meeting.  The Registered Clubs Regulation therefore imposes an additional requirement before Rule 19 can take effect. 

5.     At the present time, more than 50% of the Club's full members are eligible to vote in Board elections.  Under Rule 48(a) of the Club's Constitution, the classes eligible to vote in Board elections are Life Members, financial Ordinary Members Class A, financial Ordinary Members Class B and financial Ordinary Members Class C.  They make up more than 90% of the Club's full membership.

6.     Social Members are not eligible to vote in Board elections.  Although they make up less than 10% of the Club's full membership, in time their percentage of the Club's full membership may increase.  

7.     In order to ensure that Rule 19 of the Club's Constitution can take effect and provide for at least 25% (instead of at least 50%) of the Club's full membership being able vote at the election of the Board should the number of Social Members increase significantly in the future (i.e. to a percentage which exceeds 50% of the Club's full membership), the Board proposes the Fifth Ordinary Resolution to confirm approval of Rule 19 of the Constitution in accordance with clause 30 of the Registered Clubs Regulation. 

GENERAL NOTES TO MEMBERS

1.         To be passed, each of the Ordinary Resolutions will be voted on separately. 

2.         To be passed the Ordinary Resolutions must receive votes in their favour from not less than a simple majority of those members, who being entitled to do so, vote in person at the meeting.

3.         Pursuant to the Registered Clubs Act and the Club’s Constitution, members who are employees of the Club are not entitled to vote.

4.         Proxy voting is prohibited by the Registered Clubs Act. 

5.         The Board recommends that members vote in favour of the Ordinary Resolutions.

6.         Please direct any questions or concerns about the business to be conducted at the Annual General Meeting (including the Financial Reports and Ordinary Resolutions) to the Chief Executive Officer, if possible by no later than 5 business days before the Annual General Meeting.

 

Scott Dickson

Chief Executive Officer

By direction of the Board

 

Dated:  26th November 2016

 

 

 

 

Yours Faithfully

 

Scott Dickson
Chief Executive Officer
P: (02) 87130700E:

scott.dickson@bankstownrsl.com.au