Welcome Dining Contact Whats On Intra Club Board Bass Hill

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, 25 March, 2018 at 11am at the premises of the Club at 32 Kitchener Parade, Bankstown, New South Wales 2200.

BUSINESS TO BE CONDUCTED

  • To receive and adopt the minutes of the Annual General Meeting held on 26 March 2017.
  • *To receive and consider the Directors' Report, Income and Expenditure Accounts, Balance Sheet and Report of the Auditor. 
  • To consider and, if thought fit, pass each of the Ordinary Resolutions which appear under the heading “Ordinary Resolutions”, which concern benefits to be provided to Directors of the Club until the next Annual General Meeting. 
  • To consider, and if though fit, pass each of the Special Resolutions which appear under the heading "Special Resolutions" to amend the Club's Constitution. 
  • To deal with any business of which due notice has been given.
  • To deal with any other business that the meeting may approve of which due notice has not been given.   

*  FINANCIAL REPORTS ARE AVAILABLE TO MEMBERS ON THE CLUB’S WEBSITE (OR MAY BE SENT, ON WRITTEN REQUEST, TO MEMBERS ELECTRONICALLY OR BY POST)

Pursuant to the Corporations Act 2001 (Cth) and rule 82 of the Club's Constitution, the financial reports (including the directors’ report and auditor’s report) (i.e. the annual report for each year) will not be sent to a member unless the member elects to receive those reports electronically or by post.  If a member does not notify the Club that he or she wishes to receive a copy of the Club’s annual report or a particular report, the Club will only make the annual report(s) available on-line on the Club’s web site.  The URL for the Club’s website is http://www.bankstownrsl.com.au

The annual report will be made available on the Club’s website no later than 21 days prior to the date of the Club’s Annual General Meeting.   

Any member may elect to receive a copy of the annual report for any year, by writing to the Club’s Chief Executive Officer. 

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:

  1. Chairman                                  $440per month;
  2. Vice Chairman                           $340per month; and
  3. Other Directors                          $200per month.

(b)        From April 2018, 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).

  1. 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 2018 will not disqualify a Director from payment of his or her honorarium payable for the months of March and April 2018 unless the Director held office on the Board for the months of February and March 2018."   

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 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.

SPECIAL RESOLUTIONS

FIRST SPECIAL RESOLUTION

“That the Constitution of Bankstown RSL Club Limited (“Club”), be amended by deleting Rules 46 and 47 and inserting instead the following new Rules 46 and 47:

"46          (a)      The business and affairs of the Club and custody and control of its funds and property shall be managed by the Board. 

              (b)      Subject to rules 46(c) and 47, the Board will consist of the following numbers of members and positions:

                        (i)         Up to the conclusion of the 2019 Annual General Meeting

                                       (A)     Six (6) Directors comprising a Chairman, Vice Chairman and four (4) Ordinary Directors;

                                       (B)     At least two (2) Directors must be Ordinary Members Class A or eligible Life Members but if no or insufficient numbers of Ordinary Members Class A or eligible Life Members are nominated for election or appointment because the member(s) is/are unable, ineligible or unwilling to accept such nomination, then additional Ordinary Member(s) Class B or eligible Life Member(s) may hold office as may be required;

                                       (C)     The remaining Directors may be Ordinary Members Class A, Ordinary Members Class B, Ordinary Members Class C or eligible Life Members provided that no more than one (1) Director may be an Ordinary Member Class C (subject to sub-rule 46(b)(i)(D)); and

                                       (D)     Nothing in sub-rule 46(b)(i)(C) prevents the Board appointing additional Ordinary Member(s) Class C or eligible Life Member(s) as Directors under rule 46(c). 

                                       (E)     The positions of Chairman and Vice Chairman may only be held by Ordinary Members Class A, Ordinary Members Class B or eligible Life Members. 

                                    (ii)        From the conclusion of the 2019 Annual General Meeting up to the conclusion of the 2023 Annual General Meeting

  1. Seven (7) Directors comprising a Chairman, Vice Chairman and five (5) Ordinary Directors;
  2. At least two (2) Directors must be Ordinary Members Class A or eligible Life Members but if no or insufficient numbers of Ordinary Members Class A or eligible Life Members are nominated for election or appointment because the member(s) is/are unable, ineligible or unwilling to accept such nomination, then additional Ordinary Member(s) Class B or eligible Life Member(s) may hold office as may be required;
  3. The remaining Directors may be Ordinary Members Class A, Ordinary Members Class B, Ordinary Members Class C or eligible Life Members provided that no more than two (2) Directors may be Ordinary Members Class C (subject to sub-rule 46(b)(ii)(D));
  4. Nothing in sub-rule 46(b)(ii)(C) prevents the Board appointing additional Ordinary Member(s) Class C or eligible Life Member(s) as Directors under rule 46(c); and
  5. The positions of Chairman and Vice Chairman may only be held by Ordinary Members Class A, Ordinary Members Class B or eligible Life Members. 

                        (iii)        From the conclusion of the 2023 Annual General Meeting

  1. Seven (7) Directors comprising a Chairman, Vice Chairman and five (5) Ordinary Directors;
  2. At least one (1) Director must be an Ordinary Member Class A or eligible Life Member but if no Ordinary Member Class A or eligible Life Member is nominated for election or appointment because the member is unable, ineligible or unwilling to accept such nomination, then an additional Ordinary Member Class B or eligible Life Member may hold office;
  3. The remaining Directors may be Ordinary Members Class A, Ordinary Members Class B, Ordinary Members Class C or eligible Life Members provided that no more than three (3) Directors may be Ordinary Members Class C (subject to sub-rule 46(b)(iii)(D));
  4. Nothing in sub-rule 46(b)(iii)(C) prevents the Board appointing additional Ordinary Member(s) Class C or eligible Life Member(s) as Directors under rule 46(c); and
  5. The positions of Chairman and Vice Chairman may only be held by Ordinary Members Class A, Ordinary Members Class B or eligible Life Members.   

(c)        (i)     Pursuant and subject to section 30(1)(b1) of the Registered Clubs Act and clause 31 of the Registered Clubs Regulation 2015 (NSW), the elected Board members and any Board members appointed to fill the position of an elected Board member (arising because of a casual vacancy pursuant to Rule 67), may appoint up to two (2) additional persons (who are not less than 18 years of age) as members of the Board.  The total number of Board members at any one time, including appointees under this Rule 46(c), shall not exceed:

                          (A)        eight (8) Directors up to the conclusion of the 2019 Annual General Meeting; and

                                    (B)        nine (9) Directors after the conclusion of the 2019 Annual General Meeting. 

  1. In accordance with the clause 31 of the Registered Clubs Regulation 2015 (NSW), a person appointed:

                                    (A)        may be appointed for a term of no more than 3 years, and

  1. must be from a class of Full membership at the time of, and for the duration of, his or her appointment, and
  2. is not eligible for re-appointment under this Rule 46(d), including re-appointment after the end of their term.

47           (a)      No member of the Club who is also an employee of the Club shall be eligible to be a member of or to be elected to the Board of the Club.

     (b)      A member who, pursuant to this Constitution, is unfinancial or is currently under suspension shall not be eligible to be nominated to or elected to the Board or to any other office of the Club not being on the Board.  Any office of the Club not being on the Board shall be vacated whilst that member remains unfinancial or during the period of such suspension.  However, if the member is currently under suspension and is also currently a member of the Board, that member shall remain as a member of the Board but perform only those duties as a member of the Board which are referred to in the Act.  Any suspended member who remains a director shall not be entitled to use the social facilities of the Club whilst suspended.

(c)      Subject to rule 47(d), the following Full membership qualification periods (as at the date of nomination, election or appointment) apply for holding office on the Board:

          (i)         Ordinary Members Class A, Ordinary Members Class B and eligible Life Members (i.e. Life Members who were members of those classes immediately before being elected to Life membership):  5 consecutive years of Full membership;

          (ii)        Ordinary Members Class C and eligible Life Members (i.e. Life Members who were members of that class immediately before being elected to Life membership): 

  1. Up to the conclusion of the 2023 Annual General Meeting:  2 consecutive years of Full membership;
  2. From the conclusion of the 2023 Annual General Meeting:  5 consecutive years of Full membership

            (d)        The qualification periods referred to in rule 47(c) do not apply:

                        (i)         to one (1) position on the Board, which may be filled by any one of the members eligible under rule 46(b) to hold office as a Director; or

                        (ii)        to a Full member or Full Members appointed by the Board as a Director or Directors under rule 46(c).     

Explanatory Message Regarding the First Special Resolution

  1. Currently under existing Rules 46 and 47:
    1. the Board will consist of 6 Directors up to the conclusion of the 2019 Annual General Meeting and will consist of 7 Directors after that Annual General Meeting (subject to any appointment of up to 2 additional Directors under section 30(1)(b1) of the Registered Clubs Act and clause 31 of the Registered Clubs Regulation 2015 (NSW)) (Registered Clubs Regulation). 
    2. subject to paragraph 1(c) below, full membership of the Club for the following periods is required in order for a member to qualify for nomination, election or appointment to the Board:
      1. in the case of eligible Life Members, Ordinary Members Class A and Ordinary Members Class B, 5 consecutive years of full membership of the Club; or
    3. in the case of Ordinary Members Class C:
      1. up to the conclusion of the 2023 Annual General Meeting: 2 consecutive years of full membership, and
      2. after the conclusion of the 2023 Annual General Meeting: 5 consecutive years of full membership (being the same qualification period applicable to other classes of membership who may hold office on the Board). 
  2. however, the qualification periods referred to in paragraph 1(b) above will not apply:
    1. to one (1) position on the Board which can be filled by any one of the classes of membership eligible to hold office under rule 46(b) (Ordinary Members Class A, Ordinary Members Class B, Ordinary Members Class C and eligible Life Members); or
    2. where the Board appoints a Director or Directors under rule 46(c), being appointments under section 30(1)(b1) of the Registered Clubs Act and clause 31 of the Registered Clubs Regulation. 

Non-application of the qualification period to one position on the Board will maximise the likelihood of all positions on the Board being filled at each biennial election without compromising Board stability and succession. 

Non-application of the qualification period to Board appointments made under the Registered Clubs Act and Registered Clubs Regulation allows the Board to appoint suitably qualified persons who may have particular skills needed for a project or projects being undertaken by the Club at a point in time but who may have only recently become members of the Club. 

  1. Under proposed new Rules 46 and 47:
    1. the rules are simplified and easier to follow;
    2. there is no change to the size of the Board.  It will still have 6 Directors up to the conclusion of the 2019 Annual General meeting and will have 7 Directors after that Annual General Meeting (subject to any appointments under section 30(1)(b1) of the Registered Clubs Act and clause 31 of the Registered Clubs Regulation;
    3. the minimum number of Directors who must be Ordinary Members Class A (or eligible Life Members) is reduced from 2 to 1 following the 2023 Annual General Meeting (i.e. with effect from the 2023 election of the Board).  However, if there are no or insufficient numbers of Ordinary Members Class A (or eligible Life Members) who are nominated for election or appointment to the Board, then additional Ordinary Members Class B (or eligible Life Members) can hold office in their place as required;
    4. the number of Ordinary Members Class C who may hold office on the Board will be unchanged.  That is, up to the conclusion of the 2019 Annual General Meeting, only 1 such member may hold office on the Board.  From the conclusion of the 2019 Annual General Meeting to the conclusion of the 2023 Annual General Meeting, there may be up to 2 Ordinary Members Class C on the Board and after the 2023 Annual General Meeting, this will increase to a maximum of 3 (subject to paragraph 5(b) below i.e. any additional appointments from any class of full membership which might be made under section 30(1)(b1) of the Registered Clubs Act and clause 31 of the Registered Clubs Regulation as long as the appointee is at least 18 years of age).  
  2. New Rules 47(a) and 47(b) are the same as existing Rules 47(a) and 47(b). 
  3. In summary, proposed new Rules 46 and 47 will:
    1. encourage members who fall into a class of membership eligible to hold office on the Board but who do not have the required years of membership behind them to nominate for a position on the Board;
    2. allow the Board to appoint up to two additional members from any class of Full membership under section 30(1)(b1) of the Registered Clubs Act and clause 31 of the Registered Clubs Regulation regardless of their period of membership subject to the member(s) being at least 18 years of age; and
    3. facilitate Board succession and encourage greater competition for places on the Board at each election of the Board.  In addition, where the Board needs to appoint a member to fill a casual vacancy, it may appoint a member who does not have the requisite period of full membership of the Club provided the other Directors (who have not been appointed under section 30(1)(b1) of the Registered Clubs Act) satisfy the relevant minimum qualification period. 

SECOND SPECIAL RESOLUTION

"That the Constitution of Bankstown RSL Club Limited (“Club”), be amended by deleting Rules 87 and 88 and inserting instead the following new Rules 87 and 88: 

"87.      A notice may be given by the Club to any member either:

(a)         personally; or

(b)        by sending the notice by pre-paid post to the address of the member recorded for that member in the Register of Members kept pursuant to this Constitution; or

(c)        by sending the notice to the facsimile number or electronic address (if any) nominated by the member; or

(d)        by sending the notice to the member by other electronic means (if any) nominated by the member; or

(e)        by notifying the member that the notice is available and how it may be accessed, if the member nominates electronic means by which the member may be notified that the notice is available and an electronic means by which the member may access the notices.   

88.       (a)        Where the Club gives a notice personally, the notice is taken to have been given to the member on the day of receipt by that member.

(b)        Where the Club sends a notice by post (including a notice of meeting), the notice is taken to have been given to the member, on the day following that on which the notice was posted. 

(c)        Where a notice is sent under Rule 88(e), the notice is taken to have been given on the day following that on which the member is notified that the notice is available. 

(d)        Where the Club sends a notice by facsimile or by other electronic means, the notice is taken to have been given to the member on the day following that on which the notice was sent.""

Explanatory message regarding the Second Special Resolution

  1. Section 249J(2) of the Corporations Act 2001 (Corporations Act) allows companies to give notices of general meeting to their members in any one of the following ways:
    1. personally;
    2. by post
    3. by fax or email;
    4. by other electronic means; or
    5. by notifying their members of how a notice can be accessed e.g. by accessing a website. 
  2. Electronic issue of or notification of where a notice of general meeting may be accessed is subject to individual members nominating their electronic address or preference to receive notice of where to access the notices (e.g. via a website).  Under the Corporations Act, the default methods of giving notices of general meeting are by post or personal delivery. 
  3. Existing rules 87 and 88 of the Club's Constitution presently only allow for notices of general meeting (and any other formal notices such as notices of disciplinary charge) to be given personally or by post. 
  4. Proposed new rules 87 and 88 will allow for notices of general meeting to be given by email, fax or other electronic means, or will allow the Club to notify how to access a notice of general meeting for those members who choose to nominate those methods of receiving notices of general meeting or how they can be accessed.  Otherwise, those members who do not nominate other methods of receiving notices will continue to receive notices of general meeting (and any other formal notices such as notices of disciplinary charge) by post. 
  5. Proposed new rules 87 and 88 are more in line with the provisions of section 249J(2) of the Corporations Act.  If substantial number of members opt to receive notices electronically, this will reduce the postage and printing expenses associated with general meetings, in addition to being of environmental benefit. 
  6. Membership application and renewal forms issued by the Club will give members the option of choosing to receive notices of general meeting by post or electronically, or by receiving notice of how to access notices of general meetings. 

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. In accordance with rules 20(a) and 20(b) of the Club's Constitution and the Registered Clubs Act, only (eligible) Life Members, financial Ordinary Members Class A, financial Ordinary Members Class B and financial Ordinary Members Class C are entitled to vote on the Ordinary Resolutions. 
  4. To be passed the Special Resolutions must receive votes in their favour from not less than three-quarters of those members who, being eligible to do so, vote in person at the meeting.
  5. In accordance with rule 91 of the Club’s Constitution, only (eligible) Life Members, financial Ordinary Members Class A and financial Ordinary Members Class B are entitled to vote on the Special Resolutions.
  6. As a result of the Special Resolution provisions of the Corporations Act, the Special Resolutions must be considered as a whole and the substance cannot be altered by motions from the floor of the meeting.
  7. Pursuant to the Registered Clubs Act and the Club’s Constitution, members who are employees of the Club are not entitled to vote.
  8. Proxy voting is prohibited by the Registered Clubs Act. 
  9. The Board recommends that members vote in favour of the Ordinary Resolutions and the Special Resolutions.
  10. Please direct any questions or concerns about the business to be conducted at the Annual General Meeting (including the Financial Reports, Ordinary Resolutions and Special 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:  1st February 2018