Amended: 15 August 2011

Transcription

1 Secretary Manager MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION OF RYDE EX-SERVICES MEMORIAL & COMMUNITY CLUB LTD ABN Amended: 15 August 2011 PIGOTT STINSON LAWYERS LEVEL 3, 10 BARRACK STREET, SYDNEY NSW 2000 AUSTRALIA POSTAL ADDRESS: GPO BOX 3380 SYDNEY NSW 2001 DX 125 SYDNEY TELEPHONE: FACSIMILE: partners@pigott.com.au Amended: 15 August 2011

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6 ART92 15 August 2011 THE CORPORATIONS LAW A Company Limited by Guarantee and not having a Share Capital ARTICLES OF ASSOCIATION of RYDE EX-SERVICES MEMORIAL & COMMUNITY CLUB LIMITED ACN DEFINITIONS 1. (a) In these presents 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. "Biennial General Meeting" means the Annual General Meeting of the Club to be held in the year 2001 (which shall be the first Biennial General Meeting) and every second annual general meeting thereafter being the meeting at which the Board of Directors is to retire and the members elect a new Board of Directors. "the Board" means the members for the time being of the Board of Directors of the Club constituted in accordance with these Articles. "By-laws" shall mean and include Rules. "the Club" means the abovenamed Company.

7 7 "the Club Notice Board" means a board designated as such within the Club premises on which notices for the information of members are posted. "Full Member" means a person who is an Ordinary member or a 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 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" means calendar month. "Officers" include the President, Vice Presidents, Honorary Treasurer, Honorary Secretary and members of the Board but does not include the Auditor. "Ordinary Member" means a member of the Club other than a Life, Honorary or Temporary member of the Club. "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. "Secretary" includes Acting Secretary, Honorary Secretary or Acting Honorary Secretary. "Special Resolution" has the meaning assigned thereto by The Act. "the Office" means the registered office for the time being of the Club. 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 expiration of 30 days from the due date his subscription or any part thereof payable on that date remains unpaid; or

8 8 If any money (other than the subscription) owing by him to the Club has remained unpaid at the expiration of 30 days from service on him of a notice from the Club requiring payment thereof; and in either case he shall be and remain unfinancial until payment in full of the amount owing. 2. Words importing the singular number also include the plural and vice versa and the masculine gender the feminine gender and vice versa. INTERPRETATION 3. A decision of the Board on the construction or interpretation of the Memorandum of Association of the Club or these Articles, or on any By-laws or Rules of the Club made pursuant to these Articles or on any matter arising thereout, shall be conclusive and binding on all members of the Club, subject to such construction or interpretation being varied or revised by the Members of the Club in General Meeting or by the Supreme Court of New South Wales. PRELIMINARY 4. Pursuant to Section 135(2) of the Act, all replaceable Rules referred to in the Act are hereby displaced or modified as provided in these Articles. 5. The Board shall pay out of the assets of the Club all costs charges and expenses of and incidental to the preparation of the Memorandum and Articles of Association and the formation and registration of the Club. 6. The Club is established for the purposes set out in the Memorandum of Association. 7. (a) The Club shall be a non-proprietary Club. Subject to the provisions of Section 10(6) and 10(6)A 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 unless the benefit is in the form of goods or services (but not money, cheque or promissory note) and is the subject of a current authorisation given by a General Meeting of the members prior to the benefit being provided. 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 rules 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 certificate of Registration under Part II of the Registered Clubs 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 certificate.

9 9 (e) 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 the rules of the Club 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 Article 7(f) nothing in these Articles of Association shall prevent the payment: (iii) (iv) in good faith of reasonable and proper remuneration to any employed officer or other employee of the Club; or in good faith of reasonable and proper remuneration to any member of the Club in return for services actually rendered; 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 by a member to the Club; of reasonable and proper rent for premises demised or let by any member to the Club. (f) A director shall not receive from the Club remuneration or other benefit in money or monies worth in respect of his or her duties except by way of: an honorarium in accordance with section 10(6) of the Registered Clubs Act; or repayment of out of pocket expenses in accordance with section 10(6) of the Registered Clubs Act. 8. (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. 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. 9. (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 if the Club is a holder of a certificate of registration under the Registered Clubs Act 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.

10 10 (e) 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 poker machines on the premises of 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 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. MEMBERSHIP 10. The number of Full Members of the Club shall not exceed the maximum permissible under the Registered Clubs Act. 11. No person under the age of 18 years shall be admitted as a member of the Club except Junior Sports Members. 12. (a) A person shall not be admitted to membership of the Club except as an Ordinary member, Life member, Provisional member, Honorary member or Temporary member. Provisional Members A Provisional member means a person who has applied for admission as a Full member of the Club, has paid the subscription appropriate for the class of membership applied for and is awaiting a decision on the application. Provisional members shall be entitled only to the social privileges of the Club and to participate in such games, recreations and pastimes as are determined by the Board from time to time. 13. Unless and until otherwise determined by the Board Ordinary Membership of the Club shall consist of the following classes:- (a) R.S.L. Members Social Members Junior Sports Members 14. The Full members of the Club entitled to vote at the annual election of the Board of the Club shall at all times comprise a majority of the Full Members of the Club.

11 11 RIGHTS OF MEMBERS AND ELIGIBILITY FOR VARIOUS CLASSES OF MEMBERSHIP 15. Subject to Article 8 (a) and 17, Financial Ordinary members and Life Members shall be the only members of the Club entitled to attend and to vote at Annual General Meetings or General Meetings of members. Each such member shall have one vote. Provided, however, that R.S.L. Members only shall be entitled to vote on any Resolution relating to alterations or amendments to the Memorandum of Association or these Articles. Any member who is eligible to vote but who refrains from voting on any issue at any Annual General Meeting or any General Meeting of the Club shall not be counted when determining whether a particular majority has been achieved. 16. The rights of members to use the facilities of the Club shall be as the Board may determine from time to time by By-Law or otherwise. 17. The requirements for eligibility of persons for election to the following classes of membership shall be: (a) R.S.L. Members Persons who are: Financial Full or Associate Members of the Ryde R.S.L. Sub-branch. Life members of the R.S.L. Social Members Persons who have made application and who are elected by the Board to Social Membership of the Club. Junior Sports Members Persons under the age of eighteen (18) years who are elected to Junior Sports Membership of the Club. Junior Sports Members are not entitled to vote at any meeting of the Club and are not entitled to be elected to the Board or to sign in guests or admit visitors to the Club. A person shall not be admitted as a Junior member of the Club unless the Board: (1) is satisfied that the person is joining the Club for the purposes of playing sport as a member of the Club or a sub club; and (2) has received from that person s parent or guardian written consent to that person becoming a Junior member of the Club and taking part in sporting activities organised by the Club or a sub club;

12 12 (3) is satisfied that the person will take part in regular sporting activities organised by the Club or a sub club. Life Members (iii) Members who have rendered long or meritorious service to the Club and have been elected as such by resolution carried by a majority of those present and voting at a general meeting following the submission to such meeting of an appropriate recommendation from the Board. A person elected as a Life member shall be relieved from payment of any subscription or levies but shall have all the rights and privileges of R.S.L. members. Not more than three members shall be made Life members in any one financial year. HONORARY MEMBERS 18. A person shall not be admitted as an Honorary member of the Club unless he is admitted in accordance with the provisions of these Articles. 19. The following may, in accordance with the procedures established by the Board, be made Honorary members of the Club: (a) The patron or patrons for the time being of the Club; A prominent citizen or local dignitary visiting the Club for some special occasion; A member of the Australian Defence Force. 20. An Honorary member shall be entitled only to the social privileges of the Club and to participate in such games, recreations and pastimes as are determined by the Board from time to time. 21. Honorary members may be relieved of any obligation or liability with respect to the payment of Entrance Fees and/or subscriptions. 22. The Board shall have the power to cancel the membership of any Honorary member without notice and without assigning any reason therefor.

13 13 TEMPORARY MEMBERS 23. A person shall not be admitted as a Temporary member of the Club unless he is admitted in accordance with the provisions of these Articles. 24. (a) The following may in accordance with the procedures established by the Board, be made Temporary members of the Club. A person whose permanent place of residence is outside a radius of not less than five (5) kilometres from the Club for the duration of such visit or a period of one month, whichever should expire first; Members of other Clubs which are registered under the Registered Clubs Act and which have similar objects to the Club for the duration of such visit or for a period of one month whichever should expire first. Temporary members shall not be required to pay an entrance fee or annual subscription; (iii) (iv) (v) (vi) (vii) 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 of 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; The Board or the Secretary of the Club may terminate the membership of any Temporary member at any time without notice and without having to provide any reasons therefore; Temporary membership may be conferred on the same person on more than one occasion in any calendar year provided that in aggregate the number of days in which Temporary membership is granted to that person during any calendar year does not exceed twenty-eight (28) days. No person under the age of eighteen (18) years may be admitted as a Temporary member of the Club. No person who is under suspension or has been expelled from membership of the Club may be admitted as a Temporary member. A Full member of any Registered Club who, at the invitation of the Board or of a Full member 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, shall be a Temporary member of the Club from the time on that day when the person attends the premises of the Club until the end of that day.

14 14 When a Temporary member (other than a Temporary member admitted pursuant to Article 24 first enters the Club premises on any day the following particulars shall be entered in the Club s Register of Temporary Members: (iii) (iv) the name in full of the Temporary member; the residential address of the Temporary member; the date on which Temporary membership is granted; the signature of the Temporary member. 25. The Board or the Secretary may at any time cancel the membership of any Temporary member without notice and without assigning any reason therefore. TRANSFER OF MEMBERSHIP 26. The Board, at its discretion, may on the written application of a member transfer that member from any class of Ordinary membership to another class of Ordinary membership. Any member so transferred may at the discretion of the Board receive a refund or reduction of any entrance fee or subscription paid by or payable by him for the then financial year and may be required to pay the difference between the entrance and/or annual subscription applicable for his present membership and the entrance and/or annual subscription applicable to the class of membership to which he desires to be transferred. ABSENTEE LIST 27. The Board may make special arrangements not inconsistent with the Registered Clubs Act as to the amount and payment of subscriptions of any member leaving or returning to the State of New South Wales or residing outside that State. For the purpose of this Article the Australian Capital Territory shall be deemed to be within the said State. Such members shall be placed on an Absentee List. ELECTION OF MEMBERS 28. A person shall not be admitted as a member of the Club, other than as an Honorary member or Temporary member, unless he is elected to membership at a meeting of the Board of the Club, or a duly appointed election committee of the Club, the names of whose 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. 29. (a) In respect of every nomination for membership made pursuant to Article 29 there shall be completed a nomination form which shall be in a form and containing such particulars as are from time to time prescribed by the Board, including the full name, address and occupation of the candidate and a

15 15 statement that the candidate, if admitted, will be bound by the Memorandum and Articles of Association of the Club. The nomination form shall be signed by the proposer and seconder and the candidate. The nomination form and any subscription and entrance fee appropriate for the class of membership applied for by the candidate shall be lodged with the Secretary of the Club who shall forthwith cause the name and address of the candidate and of his proposer and seconder to be exhibited in a conspicuous place in the Clubhouse 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 proposal of a person for election and his election. 30. (a) If the candidates application for membership is unsuccessful the Secretary shall notify the candidate and refund any subscription and entrance fee paid by the candidate. A copy of the Memorandum and Articles of Association 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. ENTRANCE FEES AND ANNUAL SUBSCRIPTIONS AND LEVIES 31. Members subscriptions shall be paid annually or if the Board so directs and approves by quarterly or half yearly instalments and in advance or for more than one year in advance. The time and manner of payment thereof and all other matters pertaining thereto not especially provided for by these Articles shall be as prescribed by the Board from time to time. 32. The entrance fees and subscriptions or payments payable by members of the Club shall be such as the Board may from time to time prescribe provided that the annual subscription payable by Ordinary members shall be not less than Two Dollars or such other minimum subscription provided from time to time by the Registered Clubs Act. 33. If the annual subscription or any part thereof a member is not paid within 30 days of the date upon which it is due the member shall not be a financial member until the entrance fee is paid. If the annual subscription is not paid within six months of the due date, the Board may by resolution remove that person from membership of the Club and the provisions of Articles 38 and 38A shall not apply to such a resolution. 34. The Board shall have power to make charges and levies on Ordinary Members for general or special purposes.

16 16 UNFINANCIAL MEMBERS 34A. Notwithstanding any Article contained in these Articles, any member who is not a financial member shall not be entitled to: (a) (e) (f) (g) attend at the premises or use any of the facilities of the Club for any purpose without the permission of the Board; or participate in any of the recreational, social or sporting activities of the Club or any sub club or section of the Club without the permission of the Board; attend or vote at any meeting of the Club or any sub club or section of the Club; nominate or be elected or appointed to the Board or any committee of a sub club or section of the Club; vote in the election of the Board or any committee of a sub club or section of the Club; propose, second or nominate any eligible member for any office of the Club or any sub club or section of the Club; propose, second or nominate any eligible member for Life membership. PATRONS 35. The members in general meeting may appoint a Patron or Patrons from time to time upon a recommendation being made by the Board to the meeting and such Patron or Patrons shall thereupon be deemed to be Honorary members of the Club and subject to these Articles shall remain Honorary members while they remain a Patron. ADDRESSES OF MEMBERS 36. Members shall advise the Secretary of the Club of any change in their address. REGISTERS OF MEMBERS AND GUESTS 37. 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 address of each Full member and, if he is an Ordinary member the date on which he last paid the annual fee for membership of the Club. A register of persons who are Temporary members other than Temporary members referred to in Article 24. This Register shall set out the full name, the address and signature of each such Temporary member and where that member has been admitted to membership for a limited period, the dates on which the period commences and ends.

17 17 A register of persons who are honorary members. This register shall set out the full name or the surname and initials and the address of each honorary member; A register of persons over the age of 18 years who are guests of members. The register shall set out the name and address of the guest, countersigned by the member. SUSPENSION AND EXPULSION 38. If any member shall wilfully refuse or neglect to comply with any of the provisions of the Memorandum of Association or of these Articles of the Club or the By-Laws thereof 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 in the opinion of the Board is unbecoming of a member or which shall render him 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 remove his name from the register of members provided that: (a) (e) (f) Such member shall be notified of any charge against him pursuant to this Article by notice in writing by a prepaid letter posted to his last known address at least fourteen 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 or may answer the charge in writing. The voting by the members of the Board present at such meeting shall be by secret ballot and no motion by the Board to reprimand, suspend or expel a member shall be deemed to be passed unless at least two-thirds of the members of the Board present vote in favour of such motion. 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, having regard to, any representations made to it in writing, by the member charged. Any decision of the Board of such hearing or any adjournment thereof shall be final and the Board shall not be required to assign any reason for its decision. In the event of a notice of charge is issued to a member pursuant to subparagraph (a) of this Article, the Board or the Secretary separately from the Board shall have the power to suspend that member from all privileges of the Club until the charge is heard and determined or for five weeks, whichever is the sooner. Such suspension shall be notified in writing to the member concerned.

18 18 38A. (a) In accordance with Section 77 of the Liquor Act the Secretary or subject to the paragraph of this Article 38A 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 the 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 smokes, within the meaning of the Smoke-Free Environment Act, while on any part of the licensed premises that is a smoke-free area within the meaning of that Act; who the Club under a condition 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 (a) of this Article 38A a person (including a member) has been refused admission to, or has been turned out of, the premises of the Club, the Secretary of the Club or (subject to paragraph of this Article) 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. Without limiting the provisions of Section 67A of the Registered Clubs Act the employee who under these Rules 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; and Any employee authorised in writing by the Secretary to exercise such powers. The Secretary and any employee who has exercised any of the powers referred to in this Rule 34 shall within 48 hours of doing so make a full written report to the Executive Committee of all facts matters and circumstances relating to the exercise of the power.

19 19 MEMBER UNDER SUSPENSION 38AA. Any member whose membership is suspended pursuant to Articles 38 or 38A shall during the period of suspension not be entitled to: (a) (e) (f) (g) attend at the premises or use any of the facilities of the Club for any purpose without the permission of the Board; or participate in any of the recreational, social or sporting activities of the Club or any sub club or section of the Club without the permission of the Board; attend or vote at any meeting of the Club or any sub club or section of the Club; nominate or be elected or appointed to the Board or any committee of a sub club or section of the Club; vote in the election of the Board or any committee of a sub club or section of the Club; propose, second or nominate any eligible member for any office of the Club or any sub club or section of the Club; propose, second or nominate any eligible member for Life membership. RESIGNATION AND CESSATION OF MEMBERSHIP 39. (a) A member may at any time by giving notice in writing to the Secretary or by returning his or her membership card to an employee or officer of the Club and indicating that they are resigning as a member of the Club resign from his membership of the Club and such resignation shall take effect from the date on which it is received by the Secretary. Every person ceasing to be a member of the Club (whether by resignation, expulsion, being removed from the Register of members, neglecting to pay the entrance or subscription fee or otherwise) shall ipso facto forfeit all rights as a member of the Club provided that such person shall remain liable for any annual subscription and all arrears thereof due and unpaid at the date of cessation of his membership of the Club and any other moneys due by him at the date of cessation of his membership of the Club or for which he is or may become liable under Clause 6 of the Memorandum of Association. GUESTS 40. (a) All members other than Temporary members shall have the privilege of introducing guests to the Club and (unless the guest is a minor) when a member brings a guest to the Club he shall complete the Register of Guests as required by these Articles. No member shall introduce any guest more frequently or in greater numbers than may for the time being be provided by

20 20 By-law, nor shall he introduce any person as a guest whose name has been removed from the Register of Members for misconduct or non-payment of subscription or fees or who has been suspended by the Board of the Club. A guest must remain in the reasonable company of the member who signed him into the Club at all times whilst on the Club premises. 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. (e) (f) The Board shall have power to make By-laws from time to time 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. Members shall be responsible for the conduct of any guests they may introduce to the Club. The Secretary or senior employee then on duty may refuse to admit a guest of a member or require a guest to leave the premises without giving any reason. 40A. 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. 40B. For the purposes of Article 37A 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.

21 21 BOARD OF DIRECTORS 41. Subject to Articles 41A and 41B the Board shall consist of a President who shall be an RSL member, two (2) Vice Presidents one (1) of whom shall be RSL member, and six (6) other Board members, no more than three (3) of whom may be Social Members. 41A. As and from the conclusion of the Annual General Meeting of the Club held in 2011, and for the purposes of the election of the Board held in 2011: (a) the Board shall consist of seven (7) directors comprising a President, a Vice President and five (5) Ordinary directors. subject to Article 41B: four (4) directors must be RSL members; and three (3) directors must be Social members. if the President is an RSL member, the Vice President must be a Social member. the President is a Social member, the Vice President must be an RSL member. 41B. (a) If at the close of nominations four (4) or less RSL members have nominated for election: those RSL members who have so nominated shall be declared elected RSL members and Social members shall then be eligible to be elected and appointed to the four positions on the Board reserved to RSL members pursuant to Article 41A. If at the close of nominations three (3) or less Social members have nominated for election: those Social members who have so nominated shall be declared elected; RSL members and Social members shall then be eligible to be elected and appointed to the positions on the Board reserved to Social members pursuant to Article 41A. When appointing a member to fill a casual vacancy in the position of President, the Board must appoint a member who belongs to the same category of membership, to which the immediate past President belonged. When appointing a member to fill a causal vacancy in the position of Vice President, the Board must appoint a member who belongs to the same category of membership to which the immediate past Vice President belonged.

22 22 (e) When appointing a member to a casual vacancy in the position of Ordinary director, the Board can appoint any eligible RSL member or Social member to the vacancy. 42. (a) As and from the Annual General Meeting to be held in 2001, the Board shall be elected every two (2) years at an election at which the members entitled to vote consist of such number of full members of the Club as comprise not less than a majority of full members of the Club. 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 Biennial General Meeting following that in which they were elected, when they shall retire but shall be eligible for re-election. No member currently under suspension shall be elected to office or perform duties as holder of an office or member of any committee while he remains unfinancial or during the period of such suspension. 43. (a) Except as hereinafter provided nominations for election to the Board shall be made in writing signed by two (2) R.S.L., Social or Life members of the Club and signed by the nominee and be delivered to the Secretary at least twenty-one (21) days before the date of the Biennial General Meeting. The proposer, seconder and nominee shall be Financial members of the Club at the time the nomination form is signed. The Secretary shall forthwith post notification of such nominations on the Club Notice Board. Deleted. Subject to Article 41A, if the number of candidates duly nominated for election as directors does not exceed the number required to be elected, the candidate or candidates nominated shall be declared elected at the Biennial General Meeting. (iii) Subject to Article 41A, if no or insufficient nominations be received for election as a director the candidate or candidates, if any, nominated shall be declared elected at the Biennial General Meeting and nominations may, with the consent of the nominee, be made orally at the Meeting for the vacancies then remaining. If more than one candidate is nominated for such vacancies an election by ballot for such vacancies remaining shall be held in accordance with paragraph (iii) of this Article. Subject to Article 41A, if the number of candidates nominated either prior to the close of nominations or in accordance with of this Article 43 shall exceed the number required to be elected, a ballot shall be taken as provided by By-law and until so provided shall be determined by the Board provided that the ballot shall be counted by a Returning Officer and at least two (2) scrutineers appointed by the Returning Officer. A candidate for any position shall not be appointed

23 23 as Returning Officer or as a scrutineer. In the event of an equality of votes in favour of two or more candidates the Chairman of the Meeting shall draw lots between the candidates having an equality of votes so as to ensure the election of the necessary number to fill the vacancies. As soon as practicable after each Annual General Meeting, the Board shall meet and shall elect from among their number a President and a Vice President. The directors elected as President and Vice President shall, subject to these Articles of Association, hold office until the conclusion of the next Annual General Meeting. POWERS OF BOARD 44. The Board shall be responsible for the management of the business and affairs of the Club. 45. The Board may exercise its powers and do all such acts and things as the Club is by its Memorandum of Association or otherwise authorised to exercise and do and which are not hereby or by Statute directed or required to be exercised or done by the Club in General Meeting but subject nevertheless to the provisions of the Act and the Registered Clubs Act and of these presents. In particular, but without derogating from the general powers hereinbefore conferred, the Board shall have power from time to time: (a) to delegate any of its powers to committees consisting of such persons as it may from time to time think fit and may from time to time revoke such delegation. Any committee so formed shall in the exercise of the powers so delegated conform to any regulation or restriction that may from time to time be imposed upon it by the Board. The President shall be ex officio a member of all such committees. A committee may meet and adjourn as it thinks proper. Questions arising at any meeting of a committee shall be determined by a majority of votes of the members present and in the case of an equality of votes the Chairman shall have a second and casting vote. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Board so far as the same are applicable thereto and are not superseded by this clause or by any regulation made by the Board pursuant to this clause. To make such By-Laws not inconsistent with the Memorandum and Articles of Association of the Club as in the opinion of the Board are necessary or desirable for the proper control administration and management of the Club's finances, affairs, interests, effects and property and for the convenience, comfort and well being of the members of the Club and to amend or rescind from time to time any such By-Laws and without limiting the generality thereof particularly for: Such matters as the Board is specifically by these Articles empowered to regulate by By-law.

24 24 (iii) (iv) (v) (vi) (vii) The general management control and trading activities of the Club. The control and management of the Club premises. The management and control of Club recreations and dress rules pertaining thereto. The upkeep and control of the Club's facilities. The control and management of all competitions. The conduct of members. (viii) The privileges to be enjoyed by each category of members. (ix) (x) The relationship between members and club employees. And generally all such matters as are commonly the subject matter of the Club Rules or By-laws or which by the Memorandum and Articles of Association are not reserved for decision by the Club in general meeting. (e) (f) (g) (h) To enforce the observance of all By-laws by suspension from enjoyment of the Club privileges or any of them or otherwise as the Board thinks fit. To purchase or otherwise acquire for the Club any property rights or privileges which the Club is authorised to acquire at such price and generally on such terms and conditions as it shall think fit. To secure the fulfilment of any contract or engagement entered into by the Club by mortgaging or charging all or any of the property of the Club as may be thought fit. To institute conduct defend compound or abandon any legal proceedings by or against the Club or its officers or otherwise concerning the affairs of the Club and also to compound or allow time for payment and satisfaction of any debts due to any claims or demands by or against the Club and to refer any claims or demands by or against the Club to arbitration and to observe and perform the award. To determine who shall be entitled to sign or endorse on the Club's behalf contracts, receipts, acceptances, cheques, bills of exchange, promissory notes and other documents or instruments. To invest and deal with any of the moneys of the Club not immediately required for the purposes of the Club upon such securities and in such manner as the Board may think fit and from time to time to vary or realise such investments.

25 25 (j) From time to time at its discretion to borrow or secure the payment of any sum or sums of money for the purposes of the Club and raise or secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as it shall think fit and in particular by the issue of debentures or debenture stock perpetual or otherwise and either charged upon all or any of the Club's property both present and future or not so charged or by any mortgage, charge or other security upon or over all or any part of the Club's property both present and future. Any debentures or other securities may be issued with any special rights and privileges which the Board may think proper to confer on the holders. Sell, lease, exchange or otherwise dispose of any furniture, fittings, equipment, plant, goods or other rights including any land belonging to the Club provided the power of the Board to dispose of any land shall be subject to the requirements of the Liquor Act and the Registered Clubs Act. (k) To appoint, discharge and arrange the duties and powers of the Secretary or Secretary/Manager and to determine the remuneration and terms of employment of such Secretary or Secretary/Manager and to specify and define his duties. To engage, appoint, control, remove, discharge, suspend and dismiss managers, officers, representatives, agents and servants or other employees in respect to permanent, temporary or special services as it may from time to time think fit and to determine the duties, pay, salary, emoluments or other remuneration and to determine with or without compensation any contract for service or otherwise. (l) To fix the maximum number of persons who may be admitted to each class of membership of the Club in accordance with these Articles. (m) To create sections and committees for the conduct, management and control of all or any game or sporting activity in which the Club from time to time is engaged or interested and to define and limit the persons (being members of the Club) eligible for membership of all or any such sections and to fix or approve any supplemental subscription or any charge (whether annual or special) for membership of such sections or any of them and from time to time to prepare or approve and amend rules and by-laws for the control and regulation of such sections or committees and the conduct and activities thereof and also to terminate and dissolve any such section or committee or to reconstitute the same on a similar or different basis. For the purpose of this clause to permit any such section to adopt a name distinctive of such section (provided it be described as a section of the Club) and to become affiliated with the body controlling the game or activity in the State of New South Wales on such terms and conditions (not inconsistent with these Articles or the Registered Clubs Act) as such controlling body may from time to time require and to pay

26 26 on behalf of the Club capitation fees to any such controlling body or as required by such body. (iii) (iv) (v) (vi) The Board may empower each such section to open and operate a Bank Account in the name of the section in such Bank or Banks as the Board may from time to time approve provided that the persons eligible to operate upon any such account shall be approved by the Board which from time to time may remove and replace such persons or any of them. Subject to the general control and supervision of the Board each such section shall manage its own affairs but shall make regular reports to the Board (or otherwise as may be required from time to time by the Board). The Minutes and records of the section shall also be produced regularly and promptly for inspection by or on behalf of the Board. Subject as hereinafter provided the constitutions and rules or by-laws of each such section may be amended from time to time by a majority of the members for the time being of such section at a general meeting of such members either annually or at a meeting convened specifically for such purpose: provided that no amendment proposed to and approved by the meeting of members of the section shall have effect unless and until it shall have been approved by resolution of the Board. Any disciplinary action by the section in respect of any member of such section shall at once be reported to the Board together with the reasons therefor and with a recommendation as to further action (if any) to be taken by the Board. 46. No member of the Board shall hold an executive office on any Sub-Committee of the Club but may hold an office on a Sub-Committee of a Sub-Committee of the Club, except the Greens Committee of the Bowling Club. 47. Any By-laws made under these Articles shall come into force and have the full authority of a By-law of the Club on being posted upon the Club Notice Board. 47A. Notwithstanding any other provision of these Articles, the Board shall preserve the traditions and ethos of the Club as an ex-services club, by ensuring that the following takes place: (a) The Ode of the Fallen is to be recited in the Club at 6:00pm on each day that the Club is open for trade at that time;

27 27 The Club is to provide the Ryde Sub-Branch of the Returned Services League as a state Branch, or such local sub-branch that exists from time to time, so long as such sub-branch shall retain members who are also members of the Club: an office in the premises of the Club; and clerical support and assistance, at least to the extent that exists as at the date of the Special Resolution inserting this Article 47A into the Articles of Association. PROCEEDINGS OF THE BOARD 48. The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit provided that the Board shall meet whenever it deems it necessary but at least once in each calendar month for the transaction of business and a record of all members of the Board present and of all resolutions and proceedings of the Board shall be entered in a Minute Book provided for that purpose. The President shall preside at every Meeting of the Board or if at any meeting he is not present or is unwilling or unable to act then the Senior Vice President up to the Annual General Meeting of the Club held in 2011 and thereafter the Vice President shall act as Chairman. If the Senior Vice President up to the Annual General Meeting of the Club held in 2011 and thereafter the Vice President is not present or is unwilling or unable to act then the Vice President shall act as Chairman. If the Vice President is not present or is unwilling or unable to act then the Board members present may elect their own Chairman. The quorum for meetings of the Board shall be seven (7) up until the Annual General Meeting of the Club held in 2011 and thereafter shall be four (4) members personally present. 49. The President may at any time and the Secretary upon the request of not less than three members of the Board shall convene a meeting of the Board. 50. Subject to these Articles questions arising at any meeting of the Board shall be decided by a majority of votes and a determination by a majority of the members of the Board shall for all purposes be deemed a determination of the Board. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote. 51. The continuing members of the Board may act notwithstanding any vacancy in the Board, but if and so long as their number is reduced below the number fixed by or pursuant to these regulations as the necessary quorum of the Board, the continuing member or members may act for the purpose of increasing the number of members of the Board to that number or of summoning a general meeting of the Club, but for no other purpose. 52. All acts done by any meeting of the Board or of a committee or by any person acting as a member of the Board shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Board or person acting as aforesaid, or that the members of the Board or any of them were

28 28 disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Board. 53. A resolution in writing signed by all the members of the Board for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form each signed by one or more members of the Board. 54. (a) Any director who has a material personal interest in a matter that relates to the affairs of the Club must, as soon as practicable after the relevant facts have come to the director s knowledge and in accordance with Section 41C of the Registered Clubs Act: declare the nature of the interest at a meeting of the Board; and comply with Article 54(f). (e) (f) Any director who has or acquires a financial interest in respect of a hotel must in accordance with Section 41D of the Registered Clubs Act give a written declaration of that interest to the Secretary of the Club within fourteen (14) days. A director must, in accordance with Section 41E of the Registered Clubs Act, declare any gift or remuneration received from an affiliated body (as defined in the Registered Clubs Act) if the value of the gift or the amount of the remuneration exceeds such amount as may be prescribed by the Registered Clubs Act. A director must, in accordance with Section 41F of the Registered Clubs Act, submit a written return in each year to the Club declaring any gift or remuneration received by that director from a person or organisation that is party to a contract or commercial arrangement with the Club if the value of the gift or the amount of the remuneration exceeds such amount as may be prescribed by the Registered Clubs Act. Articles 54(a) to 54 inclusive do not limit the provisions of the Registered Clubs Act referred to in those Rules. In accordance with Section 195 of the Act a director who has a material personal interest in a matter that is being considered at a meeting of the Board, or of the Directors of the Club: must not vote on the matter; must not be present while the matter is being considered at the meeting. (g) The Board shall not pass a resolution for the purposes of Section 195(2) of the Act exempting a director from the provisions of paragraph of this Article.