CONSTITUTION PEAKHURST BOWLING AND RECREATION CLUB LIMITED ACN NAME

Transcription

1 CONSTITUTION of PEAKHURST BOWLING AND RECREATION CLUB LIMITED ACN NAME 1. The name of the Company (hereinafter called the Club ) is Peakhurst Bowling and Recreation Club Limited. DEFINITIONS 2. (a) In this Constitution unless there be something in the subject or context inconsistent therewith: The Act means the Corporations Act 2001 and any regulation made under the Corporations Act Any reference to a provision of the Corporations Act includes a reference to the same or similar provision in any legislation replacing, amending or modifying the Corporations Act however that provision may be amended in that legislation. The Board means the members for the time being of the Board of Directors of the Club constituted in accordance with this Constitution. By-Laws shall mean the By-laws made in accordance with this Constitution. The Club means Peakhurst Bowling and Recreation Club Limited ACN The Club Notice Board means a board designated as such and located in a conspicuous place within the Club premises on which notices for the information of members are posted. Constitution means this Constitution. CPI means the Consumer Price Index (All Groups) Sydney or, if that index is discontinued, such other index which reflects fluctuations in the cost of living in Sydney. Full member means a member who is an Ordinary member or Life member of the Club. Gaming Machines Act means the Gaming Machines Act 2001 and any regulation made under the Gaming Machines Act Any reference to a provision of the Gaming Machines Act includes a reference to the same or similar provision in any legislation replacing, amending or modifying the

2 2 Gaming Machines Act however that provision may be amended in that legislation. In writing and written include printing typing lithography and other modes of representing or reproducing words in visible form in the English language. Liquor Act means the Liquor Act 2007 and any regulation made under the Liquor Act Any reference to a provision of the Liquor Act includes a reference to the same or similar provision in any legislation replacing, amending or modifying the Liquor Act however that provision may be amended in that legislation. Month except where otherwise provided in this Constitution means calendar month. The Office means the registered office for the time being of the Club. Ordinary Member means a member who is a Sporting, Social or Junior member. Registered Clubs Act means the Registered Clubs Act 1976 and any regulation made under the Registered Clubs Act Any reference to a provision of the Registered Clubs Act includes a reference to the same or similar provision in any legislation replacing, amending or modifying the Registered Clubs Act however that provision may be amended in that legislation. Rules means the rules comprising this Constitution. Secretary includes Acting Secretary, Honorary Secretary, Acting Honorary Secretary, Secretary Manager, General Manager and Chief Executive Officer. Special Resolution" has the meaning assigned thereto by the Act. Sporting sub club means a sub club created by the Board pursuant to Rule 59(n). A member shall not be deemed to be a financial member at the date of a meeting at which only financial members may attend or vote: If at the date of the meeting the member's subscription or any part thereof has not been paid in accordance with Rule 43; or If any money (other than the subscription) owing by that member to the Club has remained unpaid at the expiration of 14 days from service on that member of a notice from the Club requiring payment thereof; and in either case that member shall be and remain unfinancial until payment in full of the amount owing.

3 3 Words importing the singular number also include the plural and vice versa and the masculine gender the feminine gender and vice versa. OBJECTS 3. The objects for which the Club is established are: (a) (e) (f) (g) (h) (j) To promote and conduct bowls and such sports, games amusements and entertainments pastimes and recreations indoor and outdoor as the Club may deem expedient. To construct establish provide maintain and conduct playing areas and grounds as the Club may determine and to construct provide establish furnish and maintain club houses pavilions and other buildings containing such amenities conveniences and accommodation either residential or otherwise as the Club may from time to time determine. To maintain two bowling greens of championship standard. To construct maintain and alter any buildings or works necessary or convenient for the purposes of the Club. To raise money by entrance fees subscriptions and other payments payable by members and to grant any rights and privileges to subscribers. To promote and hold either alone or jointly with any other association club or persons competitions matches and sports and to offer give or contribute towards prizes medals and awards. To subscribe to become a member of or amalgamate with any other club association or organisation whether incorporated or not whose objects are altogether or in part similar to those of this Club. To acquire membership of the Registered Clubs Association of New South Wales and to arrange for the representation of the Club at any corporation body or bodies formed for the purpose of promoting the interests of the Club and its social sporting and other activities. To be a registered club for the purposes of the Registered Clubs Act and to hold a club licence under the Liquor Act, poker machine entitlements under the Gaming Machines Act and any other licence or permit for the purposes of or conveniently used in connection with any of the objects of the Club. To buy prepare make supply sell and deal in all kinds of sporting equipment used in connection with the Club s sporting activities or entertainments. (k) To purchase take or lease or in exchange or otherwise acquire any lands buildings easements rights of common or property real or personal which may be requisite for the purposes of or conveniently used in connection with any of the objects of the Club.

4 4 (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) To make draw accept endorse discount and execute and to issue promissory notes bills of exchange debentures or other transferable or negotiable instruments of any description. To borrow or raise and secure the payment of money in such manner as the Club shall think fit in particular by the issue of debentures, debenture stock perpetual or otherwise charged upon all or any of the Club s property (both present and future) and to purchase, redeem or pay off any such securities. To lend money to persons or companies and on such terms as may seem expedient. To indemnify any person or persons whether members of the Club or not who may incur or have incurred any personal liability for the benefit of the Club and for that purpose to give such person or persons mortgages charges or other securities over the whole or any part of the real or personal property present or future of the Club. To invest and deal with the moneys of the Club not immediately required upon such securities and in such manner as may from time to time be determined and to sell dispose of realise or otherwise deal with any such securities. To hire employ and dismiss employees, workers and contractors and to pay to them and to other persons in return for services rendered to the Club salaries wages gratuities or pensions. To sell improve manage develop exchange lease mortgage dispose of turn to account or otherwise deal with all or any part of the property or rights of the Club subject to the requirements of the Registered Clubs Act and the Liquor Act. To take or otherwise acquire and hold shares in any other company having objects altogether or in part similar to those of the Club or carrying on any business capable of being conducted so as directly or indirectly to benefit the Club. To promote any company or companies for the purpose of acquiring all or any of the property rights and liabilities of the Club or for any other purpose which may seem directly or indirectly calculated to benefit the Club. To sell or dispose of the undertaking of the Club or any part thereof for such consideration as the Club may think fit and in particular for shares debentures or securities of any other company having objects altogether or in part similar to those of the Club. To obtain any necessary insurances. To make donations.

5 5 (x) (y) To do all or any of the abovementioned things either singly or in conjunction with any other corporation company firm association club or person and either as principals agents contractors trustees or otherwise. To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them. INTERPRETATION 4. A decision of the Board on the construction or interpretation of the Constitution of the Club including these Rules, or any By-Laws of the Club made pursuant to this Constitution or on any matter arising therefrom, shall be conclusive and binding on all members of the Club. PROPERTY AND INCOME OF THE CLUB 5. The income and property of the Club shall be applied solely towards the promotion of the objects of the Club as set forth in this Constitution. No portion of the income or property of the Club shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to the members of the Club. 6. Nothing in this Constitution shall prevent the payment in good faith of reasonable and proper remuneration to any officer or employee of the Club or to any member of the Club in return for services actually rendered to the Club nor prevent the payment of interest at a rate not exceeding interest at the rate for the time being charged by bankers in Sydney for overdrawn accounts on money lent or reasonable and proper rent for premises demised or let by any member to the Club. 7. Notwithstanding anything in this Constitution no member of the governing body of the Club shall be appointed to any salaried office of the Club or any office of the Club paid by fees and no remuneration or other benefit in money or monies worth shall be given by the Club to any member of such governing body except by way of honorarium in accordance with Section 10(6) of the Registered Clubs Act 1976 and/or by way of repayment of out of pocket expenses in accordance with Section 10(6) of the Registered Clubs Act or being interest at the rate referred to above on money lent or reasonable and proper rent for premises demised or let to the Club. 8. The liability of the members is limited. LIMITED LIABILITY MEMBERS GUARANTEE 9. Every member of the Club undertakes to contribute to the property of the Club, in the event of the same being wound up while he or she is a member, or within one year after he or she ceases to be a member for payment of the debts and liabilities of the Club contracted before he or she ceases to be a member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding thirty dollars ($30.00).

6 6 APPLICATION OF PROPERTY ON DISSOLUTION 10. If upon the winding up or dissolution of the Club there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Club but shall be given or transferred to an entity which has objects similar to those of the Club and whose constitution prohibits the distribution of its property among its members. PRELIMINARY 11. Pursuant to Section 135(2) of the Act all replaceable rules referred to in the Act are hereby displaced or modified as provided in this Constitution. 12. The Club is established for the purposes set out in this Constitution. 13. (a) The Club shall be a non-proprietary company. (e) (f) Subject to the provisions of Section 10(6) and Section 10(6A) of the Registered Clubs Act, a member of the Club, whether or not he is a member of the governing body or of any committee of the Club shall not be entitled under the rules of the Club or otherwise to derive directly or indirectly any profit, benefit or advantage from the Club that is not offered equally to every Full member of the Club. Subject to the provisions of Section 10(7) of the Registered Clubs Act, a person, other than the Club or its members, shall not be entitled under the Constitution of the Club or otherwise to derive directly or indirectly any profit, benefit or advantage from the grant to the Club of, or the fact that the Club has applied for, a club licence under the Liquor Act or from any added value that may accrue to the premises of the Club because of the grant to the Club of, or the fact that the Club has applied for, such a licence. The Secretary or Manager or any employee or a member of the Board or of any committee of the Club shall not be entitled under this Constitution or otherwise to receive directly or indirectly any payment calculated by reference to the quantity of liquor purchased, supplied, sold or disposed of by the Club or the receipts of the Club for any liquor supplied or disposed of by the Club. Subject to Section 73(2) of the Gaming Machines Act the Club shall not share any receipts arising from the operation of an approved gaming machine kept by the Club and shall not make any payment or part payment by way of commission or an allowance from or on any such receipts. Subject to Section 74(2) of the Gaming Machines Act the Club shall not grant any interest in an approved gaming machine kept by the Club to any other person. 14. (a) An employee of the Club shall not vote at any meeting of the Club or of the Board or at any election of the Board or hold office as a member of the Board.

7 7 Any profits or other income of the Club shall be applied only to the promotion of the purposes of the Club and shall not be paid to or distributed among the members of the Club. 15. (a) Liquor shall not be sold, supplied or disposed of on the premises of the Club to any person other than a member except on the invitation and in the company of a member; provided that this paragraph does not apply in respect of the sale, supply or disposal of liquor to any person at a function in respect of which an authority is granted to the Club under Section 23(1) of the Registered Clubs Act. Liquor shall not be sold, supplied or disposed of on the premises of the Club to any person under the age of 18 years. A person under the age of 18 years shall not use or operate the gaming facilities of the Club. MEMBERSHIP 16. (a) The number of Full members of the Club shall not exceed the maximum permissible under the Registered Clubs Act. No person under the age of 18 years shall be admitted as a member of the Club other than a Junior member in accordance with this Constitution. 17. The membership of the Club shall be divided into the following categories: (a) (e) Ordinary members; Life members; Provisional members; Honorary members; Temporary members. 18. Ordinary membership of the Club is divided into the following categories: (a) Sporting Members; Social Members; Junior Members; Club Hurstville Members which shall be divided into the following categories: Club Hurstville Sporting Members; and Club Hurstville Social Members.

8 8 19. As from the date of the special resolution adopting this Constitution: (a) those members recorded in the Register of Members as Bowling members - Male or Bowling members - Female shall be known as Sporting members. those members recorded in the Register of Members as Life members shall continue to be known as Life members. those members recorded in the Register of Members as Junior Bowling members - Male or Junior Bowling members - Female shall be known as Junior members those members recorded in the Register of Members as Social members shall continue to be known as Social members, and the Register of Members shall be amended to reflect these changes. 20. The number of Full members having the right to vote in the election of the Board shall at all times exceed the minimum number required by the Registered Clubs Act. ELIGIBILITY AND RIGHTS OF CLASSES OF MEMBERSHIP SPORTING MEMBERS 21. (a) Persons who have attained the age of eighteen (18) years and who are elected to Sporting membership of the Club or transferred by the Board to Sporting membership of the Club or who have become Sporting members pursuant to Rule 19 shall be Sporting members of the Club. A person shall not be admitted as a Sporting member of the Club unless the Board is satisfied that the person is a financial member of a sporting sub club; Sporting members shall pay such annual subscription as the Board may determine from time to time. Sporting members shall be entitled to: (iii) (iv) (v) (vi) all the social privileges and advantages of the Club; attend and vote at annual general meetings and special general meetings of the Club; nominate for and be elected to hold office on the Board; vote at the election of the Board; vote on any special resolution (including a Special Resolution to amend this Constitution); propose, second and nominate any person to membership of the Club;

9 9 (vii) (viii) (ix) propose, second, and nominate any member for any office of the Club; propose, second and nominate any member for Life membership; introduce guests to the Club but shall not be entitled to the playing privileges of the Club available through membership of a sporting sub club unless and until they have paid to the sporting sub club the entrance fee (if any) and applicable annual subscription of such sporting sub club. SOCIAL MEMBERS 22. (a) Persons who have attained the age of eighteen (18) years and who are elected to Social membership of the Club or transferred by the Board to Social membership of the Club or who have become Social members pursuant to Rule 19 shall be Social members of the Club. Social members shall pay an annual subscription as the Board may determine from time to time. Social members shall be entitled to: (iii) (iv) (v) (vi) (vii) the social privileges and advantages of the Club; attend and (subject to paragraph (iv) of this Rule 22) vote at annual general meetings and special general meetings of the Club; subject to Rule 51, nominate for and be elected to hold office of the Board; vote at the election of the Board; propose, second and nominate a person for Social membership of the Club; propose, second and nominate any member for any office of the Club; introduce guests to the Club. Social members shall not be entitled to: (iii) the playing privileges of the Club available through membership of a sporting sub club; propose, second or nominate a person for Sporting membership of the Club; propose, second or nominate any member for Life membership;

10 10 (iv) vote on any special resolution (including a Special Resolution to amend this Constitution). JUNIOR MEMBERS 23. (a) Junior members shall be persons under the age of eighteen (18) years who have become Junior members pursuant to Rule 19 or have been elected as Junior members and have paid the entrance fee (if any) and the applicable annual subscription. A person shall not be admitted as a Junior member of the Club unless the Board: (iii) is satisfied that the person is joining the Club for the purposes of playing sport as a member of a sporting sub-club of the Club; and has received from that persons parent or guardian written consent to that person becoming a Junior member of the Club and taking part in the sporting activities organised by a sporting sub-club of the Club; is satisfied that that person will take part in regular sporting activities organised by a sporting sub-club of the Club. Subject to the provisions of the Registered Clubs Act, a Junior member shall be entitled to the use of such of the facilities of the Club as the Board shall determine from time to time but shall not be entitled to: (iii) (iv) (v) (vi) (vii) attend and vote at any meetings of the Club; or take part in the management of the Club; propose, second or nominate any person to membership of the Club; propose, second or nominate any member for any office of the Club; propose, second or nominate any member for Life membership; introduce guests to the Club; the playing privileges of the Club available through membership of a sporting sub-club unless and until they have paid to the Club the entrance fee (if any) and applicable annual subscription of such sporting sub-club of the Club. Upon attainment of the age of eighteen (18) years of age a Junior member shall be transferred to either Sporting membership or Social membership depending on whether or not they remain members of a sporting sub club after attaining the age of 18 years.

11 11 CLUB HURSTVILLE MEMBERS 24. (a) Club Hurstville members shall be those persons who were full members of Club Hurstville Sports Limited and who are admitted to membership of the Club pursuant to Rule 40 for the purposes of the amalgamation between the Club and Club Hurstville Sports Limited. Club Hurstville members shall be eligible to transfer to such other category of ordinary membership for which they are qualified under these Rules. Until a Club Hurstville member transfers to another category of ordinary membership that member shall be entitled to: the rights and privileges of Sporting membership under these Rules if that member is a Club Hurstville Sporting member for the purposes of Rule 18; the rights and privileges of Social membership under these Rules if that member is a Club Hurstville Social member for the purposes of Rule 18. LIFE MEMBERS 25. (a) Life member shall mean any member who, in consideration of long and meritorious service (to the Club or Club Hurstville Sports Limited) or any other commendable reason has been granted Life membership of the Club in accordance with this Rule or any person who is a Life member of a registered club and has been transferred to Life membership of the Club pursuant to an amalgamation of the Club with that registered club. (e) (f) Life membership may only be conferred at an annual general meeting. A proposal for Life membership shall be made in the form of a written notice of motion signed by two Sporting or Life members of the Club handed to the Secretary for consideration by the Board. If the Board approves the nomination for Life membership, the nomination will be considered at the following annual general meeting. No grant of Life membership shall be made except with the consent of threefourths of the members present and entitled to vote at the meeting. Voting shall be by secret ballot. Every Life member shall be entitled to all the rights and privileges and (subject to paragraph (h) of this Rule) shall be subject to all the duties and obligations of a Sporting member. (g) Any person who is listed as a Life member in the Register of Members on the date of the Special Resolution adopting these Rules shall continue to be a Life member under these Rules.

12 12 (h) A Life member is relieved from the payment of any annual subscription. TRANSFER BETWEEN CLASSES OF MEMBERSHIP 26. (a) The Board shall have the power on the application of a Sporting member to transfer that member to Social membership if that member has the qualifications for Social membership. (e) (f) (g) (h) The Board shall have the power on the application of a Social member to transfer that member to Sporting membership if that member has the qualifications for Sporting membership. The Board shall have the power on the application of a Club Hurstville member to transfer that member to Sporting membership if that member has the qualifications for Sporting membership. The Board shall have the power on the application of a Club Hurstville member to transfer that member to Social membership if that member has the qualifications for Social membership. If a Sporting member ceases to be a member of any sporting sub club the Board will have the power to transfer that member to Social membership provided that not less than seven days written notice of the intention to transfer the member to Social membership is given to the member. The application for transfer of membership together with any additional subscription shall be deposited at the office and the Secretary shall cause the name and address of the applicant to be exhibited on the Club Notice Board for a continuous period of not less than one week before the transfer of the applicant to another class of membership of the Club. A member will not be entitled to any refund of membership fees or any part thereof if their application for transfer is approved. Upon a person being transferred to another class of membership of the Club, the Secretary shall cause a notice of such transfer to be promptly forwarded or posted to such person. If a person fails to be transferred, the Secretary shall cause any additional subscription paid by that member to be forwarded or posted to such member. PROVISIONAL MEMBERS 27. A person who has lodged with the Secretary a nomination form duly completed in accordance with this Constitution seeking membership of the Club and pays to the Club the subscription appropriate to the class of membership referred to in the nomination form may be granted Provisional membership of the Club while awaiting the decision of the Board in relation to that person's application for membership of the Club.

13 Should a person who is admitted as a Provisional member not be elected to membership of the Club within six weeks from the date of lodging the nomination form with the Secretary or should that person's application for membership be refused (whichever is the sooner) that person shall cease to be a Provisional member of the Club and the annual subscription submitted with the nomination shall be forthwith returned to that person. 29. (a) Provisional members shall be entitled to: the social facilities and amenities of the Club; introduce guests to the Club if they are making application for membership of a category that is entitled to introduce guests. Provisional members shall not be entitled to: (iii) (iv) (v) attend or vote at any meeting of the Club; nominate for or be elected to the Board; hold any office in the Club; participate in the management, business and affairs of the Club in any way; the playing privileges of the Club available through membership of a sporting sub-club unless and until they have paid to the Club the entrance fee (if any) and applicable annual subscription of such sporting sub-club of the Club. HONORARY MEMBERS 30. (a) The following persons may be made Honorary members of the Club in accordance with procedures established by the Board from time to time: the patron or patrons for the time being of the Club; any prominent citizen or local dignitary visiting the Club; Honorary members shall be entitled to only the social facilities and amenities of the Club and shall not be entitled to attend or vote at any meeting of the Club, nominate or be elected to the Board or any office in the Club or participate in the management, business and affairs of the Club in any way. When Honorary membership is conferred on any person the following particulars shall be entered in the Club's Register of Honorary Members: the name in full or the surname and initials of the Honorary Member; the residential address of the Honorary Member;

14 14 (iii) (iv) the date on which Honorary membership is conferred; the date on which Honorary membership is to cease. TEMPORARY MEMBERS 31. The following persons in accordance with procedures established by the Board may be made Temporary members of the Club: (a) Any visitor whose permanent place of residence in New South Wales is not less than a distance of 5 kilometres radius from the Club or such other greater distance as may be determined from time to time by the Board by By-law pursuant to this Constitution. A Full Member (as defined in the Registered Clubs Act) of another club which is registered under the Registered Clubs Act and which has objects similar to those of the Club; A Full Member (as defined in the Registered Clubs Act) of any registered club who, at the invitation of the Board of the Club, attends on any day at the premises of the Club for the purpose of participating in an organised sport or competition to be conducted by the Club on that day from the time on that day when he so attends the premises of the Club until the end of that day. Any interstate or overseas visitor. 32. (a) Temporary members shall not be required to pay an entrance fee or annual subscription; (e) (f) Temporary members shall not be entitled to vote at any meeting of the Club, nominate for or be elected to the Board or any office in the Club or participate in the management, business and affairs of the Club in any way; Temporary members shall not be permitted to introduce guests into the Club other than a minor in accordance with Rule 49; The Secretary or senior employee then on duty may terminate the membership of any Temporary member at any time without notice and without having to provide any reason therefore; No person under the age of 18 years may be admitted as a temporary member of the Club unless that person is a Junior member of another registered club and satisfies the requirements of Rule 31; When a Temporary member (other than a Temporary member admitted pursuant to Rule 31) first enters the Club premises on any day the following particulars shall be entered in the Club's Register of Temporary Members: the name in full or the surname and initials of the Temporary member;

15 15 (iii) (iv) the residential address of the Temporary member; the date on which Temporary membership is granted. the signature of the Temporary member. VOTES OF MEMBERS 33. (a) Subject to Rule 22(v) and Rule 34 the following members only shall be entitled to attend and vote at any meetings of the Club: (iii) Sporting members; Life members; Social members. Every member when eligible to vote shall be entitled to vote both on a show of hands and on the taking of a poll and shall have one vote. No member of the Club who is also an employee of the Club shall be eligible to vote at any meetings of the Club. 34. No member (other than a Life member) shall be entitled to be present or vote at any meeting of the Club or to be elected to any office unless that member has paid all or any entrance fees and annual subscriptions and all other moneys due to the Club at the time of such meeting or such election as the case may be. ELECTION OF MEMBERS OTHER THAN BY AMALGAMATION 35. The provisions of Rules 36, 37, 38 and 39 do not apply to persons who are admitted to membership of the Club pursuant to an amalgamation. 36. A person shall not be admitted as an Ordinary member of the Club unless that person is elected to membership at a meeting of the Board of the Club, or a duly appointed election committee of the Club, and the names of those members present and voting at that meeting are recorded by the Secretary of the Club. The Board may reject any application for membership without assigning any reason for such rejection. 37. Candidates for membership of the Club shall be proposed by one member and seconded by another member of the Club as now set out: (a) Sporting members must be proposed by one Sporting or Life member and seconded by another Sporting or Life member; Social members must be proposed and seconded by Sporting, Life or Social members.

16 16 Junior members must be proposed by one Sporting or Life member and seconded by another Sporting or Life member. 38. (a) In respect of every proposal for election to Ordinary membership of the Club there shall be completed a nomination form which shall be in such form and shall contain such particulars as are from time to time prescribed by the Board, including the full name, address, occupation and date of birth of the candidate and a statement that the candidate, if admitted, will be bound by the Constitution of the Club. The form will be signed by the candidate and by the proposer and seconder. The nomination form together with the first annual subscription and joining fee (if any) shall be deposited at the office and the Secretary shall cause the name, and address of the candidate to be exhibited on the Club Notice Board for a continuous period of not less than one week before the election of the candidate as a member of the Club and an interval of at least fourteen (14) days shall elapse between the deposit at the office of the nomination form of a person for election and the election of that person to membership of the Club. 39. (a) Upon a person being elected to Ordinary membership the Secretary shall cause a notice of such election to be promptly forwarded or posted to such person. If a person fails to be elected to membership the Secretary shall cause the entrance fee and first annual subscription to be forwarded or posted to such person. A copy of the Constitution of the Club shall be supplied to a member on request being made to the Secretary of the Club and if demanded by the Secretary on payment of any fee that may be prescribed by the Act. ADMISSION OF MEMBERS PURSUANT TO AMALGAMATION 40. (a) Rules 36 to 39 inclusive shall not apply to a person who is admitted as a member of the Club pursuant to an amalgamation with another registered club pursuant to this Rule. A person shall be admitted as an Ordinary member of the Club pursuant to an amalgamation if that person: is an Ordinary member (as defined in the Registered Clubs Act) of a registered club in respect of which conditional approval of the Independent Liquor and Gaming Authority to amalgamate with the Club has been granted pursuant to the Registered Clubs Act; and has agreed to be a member of the Club pursuant to the amalgamation. The agreement referred to in paragraph of this Rule 40 must be: in writing in or to the effect of the Schedule to paragraph of this Rule; and

17 17 received by the Club. As soon as practicable after conditional approval of an amalgamation as referred to in paragraph of this Rule has been granted, the Club shall forward to each person referred to in that paragraph an invitation to become a member of the Club and a form of agreement in or to the same effect as the following Schedule: SCHEDULE I, PRINT NAME hereby agree to be a member of Peakhurst Bowling and Recreation Club Limited and agree to be bound by the Constitution and Rules of that Club. Date: Signature: (e) Any person satisfying the requirements of this Rule 40 shall, with effect from completion of the amalgamation, be entered in the Register of Members of the Club as an Ordinary member and shall from the date of entry on the register be an Ordinary member of the Club. ENTRANCE FEES AND ANNUAL SUBSCRIPTIONS AND LEVIES 41. Entrance fees, subscriptions and other payments payable by members of the Club shall be such as the Board may from time to time prescribe provided that the annual subscription shall be not less than $2.00 (excluding Goods & Services Tax) or such other minimum subscription provided from time to time by the Registered Clubs Act. 42. Any candidate elected during the last six (6) months of the financial year of the Club to any class of membership shall pay such proportion of the annual subscription as may be determined by the Board from time to time provided that it is not less than $2.00 (excluding Goods & Services Tax) or such other minimum prescribed under the Registered Clubs Act. 43. (a) All subscriptions prescribed by the Board shall be due and payable on such date or dates as may be determined by the Board. The Secretary shall cause renewal notices calling for payment of the annual subscription to be sent to all members. Any person who has not paid his or her subscription by the due date shall cease to be entitled to the privileges of membership of the Club and by resolution of the Board may be removed from membership of the Club in which case the provisions of Rule 46 shall not apply.

18 18 Any person who has ceased to be a member of the Club pursuant to paragraph of this Rule 43 may re-apply for membership in accordance with this Constitution. ADDRESSES OF MEMBERS 44. Members shall advise the Secretary of the Club of any change in their address. REGISTERS OF MEMBERS AND GUESTS 45. The Club shall keep the following registers: (a) A register of persons who are Full members of the Club. This register shall set forth the name in full, the occupation and the address of each Full member, the date of birth and the date of being first elected to membership of the Club and if that person is an Ordinary member, the date on which that member last paid the annual fee for membership of the Club. A register of persons who are Honorary members and a register of persons who are Temporary members other than Temporary members referred to in Rule 31. A register of persons of or over the age of 18 years who enter the premises of the Club as guests of members. DISCIPLINARY PROCEEDINGS 46. (a) If any member shall wilfully refuse or neglect to comply with any of the provisions of the Constitution of the Club or any By-Laws or be, in the opinion of the Board, guilty of any conduct prejudicial to the interests of the Club or be guilty of conduct which is unbecoming of a member or which shall render the member unfit for membership, the Board shall have power to reprimand, suspend for such period as it considers fit, expel or accept the resignation of such member and to have recorded in the register of members that the person has ceased to be a member of the Club provided that: (iii) Such member shall be notified of any charge against the member pursuant to this Rule and of the date time place of the hearing of the charge by notice in writing sent as a prepaid letter posted to the member's last known address at least seven clear days before the meeting of the Board at which such charge is to be heard. The member charged shall be entitled to attend the hearing for the purpose of answering the charge and shall also be entitled to submit to the meeting written representations for the purpose of answering the charge. If the member fails to attend such meeting the charge or complaint may be heard and dealt with and the Board may decide on the evidence before it, the member's absence notwithstanding but having

19 19 regard to any representations which may have been made to it in writing by the member charged. (iv) (v) (vi) A decision as to the guilt or otherwise of a member shall be determined by secret ballot and shall require votes from not less than two thirds of the Board of Directors present and voting at the meeting. No motion by the Board to reprimand, suspend or expel a member shall be deemed to be passed unless two thirds of the members of the Board present in person vote in a secret ballot in favour of such motion. Any decision of the Board on such hearing shall be final and the Board shall not be required to assign any reason for its decision. In the event that a notice of charge is issued to a member pursuant to subparagraph of paragraph (a) of this Rule 46 the Board shall have power to suspend that member from all rights and privileges as a member of the Club until the charge is heard and determined or for five weeks whichever is the sooner. Such suspension shall be promptly notified in writing to the member concerned. In accordance with Section 77 of the Liquor Act the Secretary or subject to paragraph (e) of this Rule 46 an employee of the Club may refuse to admit to the Club and may turn out, or cause to be turned out, of the premises of the Club any person including any member: (iii) (iv) (v) (vi) (vii) who is then intoxicated, violent, quarrelsome or disorderly; or who, for the purposes of prostitution, engages or uses any part of the premises of the Club; or whose presence on the premises of the Club renders the Club or the Secretary liable to a penalty under the Registered Clubs Act or Liquor Act; or who hawks, peddles or sells any goods on the premises of the Club; or who uses, or has in his or her possession, while on the premises of the Club any substance that the Secretary suspects of being a prohibited drug or prohibited plant; who, within the meaning of the Smoke-free Environment Act, smokes while on any part of the premises that is smoke-free; whom the Club, under the conditions of its club licence, or a term of a liquor accord, is authorised or required to refuse access to the Club. If pursuant to paragraph of this Rule 46 a person (including a member) has been refused admission to, or has been turned out of, the premises of the

20 20 Club, the Secretary of the Club or (subject to paragraph (e) of this Rule 46) an employee of the Club, may at any subsequent time, refuse to admit that person into the premises of the Club or may turn the person out, or cause the person to be turned out of the premises of the Club. (e) Without limiting the provisions of Section 67A of the Registered Clubs Act the employee who under this Constitution is entitled to exercise the powers set out in this Rule shall be: in the absence of the Secretary from the premises of the Club the senior employee then on duty; or Any employee authorised by the Secretary to exercise such power. RESIGNATION AND CESSATION OF MEMBERSHIP 47. A member may at any time by giving notice in writing to the Secretary resign from his or her membership of the Club and such resignation shall take effect from the date on which it is received by the Secretary and the member will not be entitled to any refund of membership fees or any part thereof. GUESTS 48. (a) All members shall have the privilege of introducing guests to the Club. However, a Temporary member may only introduce a guest in accordance with Rule 49. Unless the guest is a minor, on each day a member first brings a guest into the Club that member shall enter in the Register of Guests the name and address of the guest and that member shall countersign that entry. (e) (f) No member shall introduce guests more frequently or in greater number than may for the time being be provided by By-law nor shall a member introduce any person as a guest who has been suspended from the Club pursuant to Rule 46 (a) or Rule 46 or who has been refused admission to or turned out of the Club pursuant to Rule 46. Members shall be responsible for the conduct of any guests they may introduce to the Club; The Board shall have power to make By-laws from time to time not inconsistent with this Constitution or the Registered Clubs Act regulating the terms and conditions on which guests may be admitted to the Club; No guest shall be supplied with liquor on the premises of the Club except on the invitation of and in the company of a member. A guest shall at all times remain in the reasonable company of the member who countersigned the entry in the Register of Guests in respect of that guest.

21 21 (g) (h) A guest shall not remain on the premises of the Club any longer than the member who countersigned the entry in the Register of Guests in respect of that guest. The Secretary or senior employee on duty may refuse a guest of a member admission to the Club or require a guest of a member to leave the premises of the Club (or any part thereof) without giving any reason. 49. A Temporary member may bring into the Club premises as the guest of that Temporary member a minor: (a) who at all times while on the Club premises remains in the company and immediate presence of that Temporary member; who does not remain on the Club premises any longer than that Temporary member; in relation to whom the member is a responsible adult. 50. For the purposes of Rule 49 responsible adult means a person of or over the age of 18 years who, in relation to a minor, belongs to one or more of the following classes of persons: (a) a parent, step-parent or guardian of the minor; the minor s spouse or any person who, although not legally married to the minor, ordinarily lives with the minor as the minor s spouse on a permanent and domestic basis; a person who for the time being has parental responsibility for the minor. BOARD OF DIRECTORS 51. (a) The Board shall consist of seven (7) directors who shall comprise a President, Vice President and five (5) ordinary directors all of whom shall be a natural person of or over the age of 18 years and shall be elected annually. Provided that: for the three (3) calendar years after completion of the amalgamation of the Club and Club Hurstville Limited: (1) the President and three (3) directors shall be Sporting, Club Hurstville Sporting or Life members of the Club who were also Sporting or Life members of Club Hurstville Sports Limited for the three (3) calendar years immediately preceding completion of the amalgamation of the Club with Club Hurstville Sports Limited; and (2) three (3) directors shall be Sporting, Social or Life members who were Sporting, Social or Life members of the Club for the

22 22 two (2) calendar years immediately preceding completion of the amalgamation of the Club with Club Hurstville Sports Limited. after the three (3) calendar years referred to in Rule 51(a): (1) the President, Vice President and at least three (3) of the Ordinary directors shall be Sporting of Life members of the Club; and (2) there shall not be more than two (2) Social members on the Board of the Club at any one time. In accordance with section 246B of the Corporations Act, the rights given to persons who were Sporting or Life members of Club Hurstville Sports Limited pursuant to this Rule 51 cannot be varied or cancelled except by way of a special resolution of the members whose rights are to be varied or cancelled provided that such special resolution does not become effective until a special resolution in identical terms is passed at a general meeting of the Club at which only Life members and Sporting members shall be eligible to vote The members of the Board shall hold office until the declaration of the result of the ballot for the election of the Board at the Annual General Meeting following that in which they were elected, when they shall retire but shall be eligible for re-election; Any person who is elected or appointed to the Board must, unless exempted, complete such mandatory training for directors as required by the Registered Clubs Act. 52. Subject to Rule 51, the following persons shall be entitled to take part in the management of the Club and to stand for and be elected or appointed to the Board: (a) Any Life member; Any person who has been a Sporting member for the two (2) consecutive calendar years immediately prior to the date on which they are elected or appointed to the Board; Any person who has been a Social member of the Club for the two (2) consecutive calendar years immediately prior to the date on which they are elected or appointed to the Board. 53. Any member who: (a) is also an employee of the Club; or is currently under suspension by the Board in accordance with this Constitution; shall not be eligible to nominate, stand for or be elected to the Board.

23 (a) Nominations for the Board of Directors shall be made in writing, signed by two (2) Sporting Members, Social Members or Life Members of the Club and signed by the nominee who shall also signify his or her consent to the nomination and shall be lodged with the Secretary. Nominations shall close not less than fourteen (14) days prior to the day of the Annual General Meeting at which the directors are to be elected. The nomination shall specify the position on the Board for which the nominee is nominated. Any eligible member may be nominated for more than one position on the Board but shall only be entitled to hold one such position. The order of seniority of positions on the Board shall be: Firstly: Secondly: Thirdly: President Vice President Ordinary director (e) The Secretary shall forthwith upon receipt of a nomination post the name of the candidate and his/her proposers on the Notice Board. 55. (a) If by the close of nominations the full number of candidates for any positions are not nominated then those candidates who are nominated shall subject to Rule 51 be deemed to be duly elected and additional nominations may with the consent of the nominee or nominees be made at the annual general meeting for the remaining positions. If there be more than the required number of candidates nominated for any position an election by secret ballot shall subject to Rule 51 take place in the manner prescribed in Rule 56. If there be only the requisite number of candidates nominated for any position the Returning Officer shall subject to Rule 51 declare those nominated duly elected. If, after the close of nominations one or more candidates withdraw or become ineligible or unavailable for election and such withdrawal, unavailability or ineligibility thereby eliminates the need for an election then, the Returning Officer shall subject to Rule 51 declare the remaining candidate or candidates for that position duly elected. (e) If, after the close of nominations one or more candidates withdraw or become ineligible or unavailable for election and such withdrawal, unavailability or ineligibility results in the full number of candidates for any position not being nominated, then those candidates who are nominated shall subject to Rule 51

24 24 be deemed to be duly elected and the positions not so filled shall be casual vacancies for the purposes of Rule An election by secret ballot for the members of the Board of Directors shall be conducted at the Annual General Meeting or at such other times as may be determined by the Board in the following manner: (a) (e) (f) (g) (h) (j) The ballot shall be conducted by the Returning Officer who shall be appointed by the Board. The Returning Officer shall not be a candidate, the proposer or seconder of a candidate or an employee of the Club. The Returning Officer shall appoint two scrutineers to assist in the conduct of the ballot. The Scrutineers shall not be candidates, proposers or seconders of candidates or employees of the Club. Every member entitled to vote will be provided with a ballot paper for each position for which a ballot is to be held. The ballot paper for each position shall contain the names of all duly nominated candidates for that position in order of nomination. The voter shall mark his or her ballot paper by placing a cross in the space provided next to the name of the candidate or candidates for whom he or she votes and will return the ballot paper to the Returning Officer. At the close of the ballot the Returning Officer assisted by the scrutineers shall examine and count the ballot papers. The results of the ballot for each position shall be declared by the Returning Officer at the annual general meeting. In any case of doubt as to the formality of the voting paper the matter shall be referred to the Returning Officer whose decision shall be final. In the event of an equality of votes in favour of two or more candidates the position to be filled shall be decided by the Returning Officer in the presence of the scrutineers drawing lots between the candidates in respect of which there is an equality of votes and the candidate who is first drawn in the lot shall be the candidate elected to the position. The Board shall have power to make by-laws not inconsistent with this Rule 56 in relation to the conduct of the ballot. 57. Subject to the provisions of the Constitution no director shall receive any remuneration for his or her services other than an honorarium in accordance with Section 10(6) of the Registered Clubs Act 1976.