RANDWICK LABOR CLUB LIMITED. Explanatory Memorandum

Transcription

1 RANDWICK LABOR CLUB LIMITED Explanatory Memorandum The Special Resolution proposed by the Board of Directors is to adopt a new Constitution for and is to be considered at the Annual General Meeting of the Members of to be held on Sunday, 25 th February Special Resolution New Constitution of ACN "That the Constitution of ACN (Club) in the form presented to the Annual General Meeting, and signed by the Chairman of the Board Meeting held on Thursday, 21 st December 2017 for the purpose of identification, be adopted as the Club's new Constitution in substitution for and to the exclusion of the Club's existing Constitution". The current Constitution was adopted in 1961 and has been amended on a number of occasions to be compliant to the various Acts that govern the company and clubs that it operates. The Board resolved to prepare a new Constitution, and recommends to the memberships its adoption to align the governance of the Club with best practices guidelines, ensure the future Board of Directors and members have the frameworks to manage the Club with the flexibilities introduced into the Registered Clubs Act. Proposed major changes to the Constitution. Objects The values and purpose that the Club was founded on are as relevant now as when the Club was established. The Objects of the Club are to be amended to include those that share the values of the Australian Labor Party and not necessarily support all the policies of the ALP. Directors Triennial Elections: provisions allow for the Directors to be elected on a triennial basis. The members elected to the governing body at the Annual General Meeting in 2019 will be divided into three groups and the groups will be determined by lot. Group 1 shall hold office for 1 year; and Group 2 shall hold office for 2 years and Group 3 will hold office for 3 years. The directors comprising Group 1 will be up for election in Those members elected to Group 1 in 2020 will hold office for 3 years, at which time they will be up for election again. The directors comprising Group 2 will be up for election in Those members elected to Group 2 in 2021 will hold office for 3 years, at which time they will be up for election again. The directors comprising Group 3 will be up for election in Those members elected to Group 3 in 2022 will hold office for 3 years, at which time they will be up for election again. The Triennial Rule can be revoked by the members.

2 Honorary Secretary and Honorary Treasurer: In a modern club structure these positions no longer have relevance. It is proposed that these positions be deleted. Mandatory Training for Directors: Directors are required to complete such training as may be prescribed by the law. Declaration of Interests by Directors: Directors must comply to the Registered Clubs Act in relation to declaring an interest at a Board Meeting in relation to acquiring a financial interest in a hotel, declare any gifts or remuneration received from affiliated bodies and submit returns on any person or organization that is a party to a contract or commercial arrangement with the Club. Directors are also prohibited from voting on any matter that they have a material personal interest in a matter that is being considered at a meeting Contracts with Directors: the Club must not enter into a contract or commercial relationship with a Director unless it has first been approved by the Board Contracts with Secretary: the Club must not enter into a commercial arrangement or contract for the provision of goods or services with the Secretary (Manager) or any close relative of the Secretary. Wind Up Provision The new Constitution allows the establishment of a Foundation for any surplus assets to be transferred with strict terms for dispersal to the local community in case the Club is wound up. General Summary of proposed new Constitution The general nature and effect of the new Constitution is referred to in the summary of the proposed new Constitution which is set out below. Copies of the full text of the proposed new Constitution are available for inspection at the Club s reception on request. Rules 1 and 2 These Rules set out the name of the Club and some necessary details about the company and the application of the replaceable rules under the Corporations Act Rule 3 This Rule set out the definitions of words and phrases used in the Constitution and in interpretation of the Constitution. Rule 4 This Rule sets out the objects of the Club. Rule 5 and 6 Rule 5 states that the liability of members is limited. Rule 6 contains the members guarantee to the company and states that each member undertakes to contribute the amount not exceeding five dollars ($5.00) in circumstances where the Club is wound up. This amount remains the same as in the current Constitution.

3 Rule 7 This Rule sets out the guidelines for what is to happen to the Club s property in the event the Club is wound up. See notes above. Rule 8 This Rule specifies how the property and income of the Club is to be applied and reflects the requirements of the Registered Clubs Act 1976 in relation to payments to staff, directors and contractors. Rule 9 This Rule sets out provisions relating to liquor and gaming and essentially reflects the requirements of the Registered Clubs Act 1976 and the Gaming Machines Act 2001 insofar as the provisions of liquor and gaming is concerned. Rule 10 Rule 10 sets out the classes of membership and the rights and privileges of each class of membership. The classes of membership are Life members, Ordinary members, Coogee Sports members and Junior members. Rule 11 This Rule permits members to transfer between classes of membership of the Club subject to the holding the relevant qualification for the class of membership they wish to join and to the Board of the Club authorizing the transfer. Rule 12 This Rule sets out the provisions relating to Provisional Members. Provisional members will be those persons who have made application for Ordinary membership of the Club but have not yet been elected to membership by the Board. Rule 13 Rule 13 sets out the provisions relating to Honorary members. This Rule clearly sets out the rights Honorary members do and do not have. Rule 14 This Rule sets out the requirements for person wishing to use the Club as Temporary members. The Rule reflects the requirements of the Registered Clubs Act This Rule clearly sets out the rights Temporary members do and do not have. Rule 15 This Rule contains the provisions applicable to persons wishing to become members of the Club and the election of those persons to membership. The Rule contains a combination of the requirements of the Corporations Act 2001 and the Registered Clubs Act 1976.

4 Rule 16 Rule 16 sets out the requirements in relation to Joining Fees, Subscriptions and Levies. The Rule reflects the requirements of the Corporations Act 2001 and the Registered Clubs Act 1976 and permits the Board to set any such fees as it determines. Rule 17 This Rule sets out when members will become non-financial members. This Rule is important to ensure that members are well aware of the impact on their rights and privileges of membership in the event they do not pay monies owing to the Club by the due date. Rule 18 This Rule requires the Club to keep a Register of Members and Guests including temporary members and honorary members and reflects the requirements of the Corporations Act 2001 and the Registered Clubs Act Rule 19 This Rule relates the address of members and requires members to inform the Club if they have a change of address. Rule 20 This Rule contains provisions relating to Disciplinary Proceedings against members of the Club. This Rule has been drafted to include the comprehensive requirements of natural justice and procedural fairness in disciplinary matters involving club members. Rule 21 This Rule permits the Board to establish a Disciplinary Committee for the purpose of Rule 20. In this regard, the Board may delegate its power to a committee comprising three directors of the Club, three senior management staff of the Club, three full members of the Club or a combination of three directors, senior management and full members, rather than the whole Board. Rule 22 This Rule sets out clearly the effect of suspension of a member s membership. Rule 23 This Rule permits the Chief Executive Officer of the Club or any employee of the Club to refuse to admit and turn out of the Club any person who falls within the categories specified in the Rule. This Rule reflects the requirements of the Liquor Act 2007 and also contains some additional circumstances in which members can be asked to leave the premises including damaging property, using objectionable or obscene language and disregarding an instruction of staff. Rule 24 This Rule relates to the resignation of membership and sets out when a resignation will be effective and the consequences of resignation on a member s rights and privileges of membership.

5 Rule 25 Rule 25 sets out the provisions relating to members introducing guests and the responsibilities of members who choose to introduce guests to the Club. This Rule reflects the requirements of the Registered Clubs Act Rule 26 This Rule establishes the ability for the Board to appoint patrons of the Club as and when considered appropriate. Rules 27 Rules 27 relates to the composition of the Board and provides that the Board consists of nine (9) directors being a President, Senior Vice President, Junior Vice President and six (6) other directors. Rule 27 also sets out a number of provisions setting out ineligibility criteria for persons who wish to nominate and be elected or appointed to the Board. That criteria is reflective of Corporations Act, Registered Clubs Act requirements and industry best practice corporate governance expectations. Rule 28 Rule 28 introduces the triennial election of the Board and reflects the requirements set out in Schedule 4 of the Registered Clubs Act See the explanation of Proposed Major Changes above for further information on this issue. Rule 29 This Rule sets out the requirements for the conduct of the election of the Board and largely reflects the requirements of the existing Constitution. Rule 30 Rule 30 contains provisions relating to the mandatory training of directors. This Rule reflects the requirements of the Registered Clubs Act Rule 31 This Rule sets out the powers of the Board. It reflects the current provisions set out in the Clubs Constitution however is worded in a manner so as to make clear the powers of the Board. Rule 32 Rule 32 sets out the basis upon which the Board may meet. The Rule requires the Board to meet at least once in every month. A meeting of the Board may be conducted using any technology consented to by all the members of the Board. The Rule reflects the requirements of the Corporations Act 2001 and the Registered Clubs Act Rule 33 Rule 33 sets out the requirements and circumstances in which directors are required to make declarations of interests (such as material personal interests) in certain matters. The Rule reflects the requirements of the Corporations Act 2001 and the Registered Clubs Act 1976.

6 Rule 34 The Rule prohibits the Club from entering into any contract or commercial arrangement with a company in which a director has a pecuniary interest unless it is approved by the Board. The Rule reflects the requirements of the Registered Clubs Act Rule 35 The Rule prohibits the Club from entering into any contract or commercial arrangement with a company in which the Secretary or any relative of the Secretary has a pecuniary interest. This does not include a contract of employment or any other contract permitted by the Registered Clubs Act The Rule reflects the requirements of the Registered Clubs Act Rule 36 This Rule sets out the power of members in general meeting to remove a director or directors of the Board subject to compliance with certain criteria set out in the Corporations Act Rule 37 This Rule sets out the basis upon which a director s office on the Board will automatically be vacated. The Rule reflects the Corporations Act 2001, the Registered Clubs Act 1976 and industry best practice. Rule 38 This Rule specifies the basis upon which general meetings of the Club will be held. The Rule requires a meeting, known as the Annual General Meeting to be conducted once in every year within five months of the end of the Club s financial year. This Rule contains provisions which are set out in the Corporations Act 2001 and the Registered Clubs Act 1976 such as the requirement to give notice of a meeting, the right of the auditor of the Club to be heard at every meeting of the Club, the right of the President to reside as the Chairman of every meeting of the Club, the rights of members to attend and vote at each meeting of the Club, the quorum for a meeting of members and the basis upon which a meeting of the Club may be adjourned. Rule 39 Rule 39 reflects the provisions of the Corporations Act 2001 and requires the Club to keep minutes of all members meetings and meeting of the Board. Rule 40 Rule 40 relates to accounts and reporting requirements of the Board. The Rule reflects the requirements of the Corporations Act 2001 and the Registered Clubs Act Rule 41 The Rule specifies the financial year of the Club which remains unchanged from that specified in the current Constitution. Rule 42 Rule 42 requires the Club to appoint an auditor. Corporations Act The Rule reflects the requirements of the

7 Rule 43 The Rule states that there is to be one Secretary of the Club who shall also be the Chief Executive Officer for the purposes of the Registered Clubs Act Rule 44 This Rule relates to the execution of documents and reflects the requirements of the Corporations Act It is no longer compulsory for a company to execute documents under seal. Rule 45 Rule 45 relates to the provision of notice. The Rule has been substantially amended as a result of amendments to the Corporations Act Rule 45 enables a notice to a member to be given either personally, by post, by sending it to a fax number or other electronic address (if any) nominated by a member. The reference to a notice includes a notice of general meeting or Annual General Meeting. Rule 46 Rule 46 enables the Board to take out and pay for a policy of insurance which indemnifies Directors and Officers against personal liability in respect of conduct except dishonest conduct, in accordance with the Corporations Act Rule 47 Rule 47 provides the Board with power to construct and interpret the provisions of the Constitution and By-Laws on any matter arising from them and that the Board s decision is conclusive and binding on all members. Rule 48 Rule 48 relates to the amendment of the Constitution and requires that the Constitution can only be amended by Special Resolution passed by Life members and financial Ordinary members. Rule 49 This Rule recognises the Original Subscribers to the Club s Memorandum and Articles of Association. In other words, those persons who were foundation members of the Club continue to be honoured by having their names, addresses and occupations (as they were on 15 February 1961) recognised in Rule 49. Please Note: This Explanatory Message to Members is not to be taken in any way as affecting the wording or giving an interpretation of any Rule of the proposed Constitution, but is provided to inform members of what is proposed and to draw attention to particular matters. The Board acknowledges that there are probably specific matters in the proposed Constitution which will be of interest to members, but rather than trying to anticipate all of these matters, the Board invites members to peruse the proposed Constitution and accompanying material and if you have questions or concerns, direct those to the Secretary of the Club for consideration.

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9 INDEX PAGE NO. ACCOUNTS AND REPORTING TO MEMBERS ADDRESSES OF MEMBERS AMENDMENTS TO CONSTITUTION APPLICATION OF PROPERTY ON DISSOLUTION... 7 AUDITORS BOARD OF DIRECTORS CONTRACTS WITH DIRECTORS CONTRACTS WITH SECRETARY DECLARATIONS OF INTERESTS BY DIRECTORS DEFINITIONS... 3 DISCIPLINARY COMMITTEE DISCIPLINARY PROCEEDINGS ELECTION OF MEMBERS EXECUTION OF DOCUMENTS FINANCIAL YEAR GENERAL MEETINGS GUESTS HONORARY MEMBERS INDEMNITY TO OFFICERS INTERPRETATION JOINING FEES, SUBSCRIPTIONS AND LEVIES LIMITED LIABILITY... 5 LIQUOR & GAMING... 9 MANDATORY TRAINING FOR DIRECTORS MEMBER UNDER SUSPENSION MEMBERS GUARANTEE... 6 MEMBERSHIP MINUTES NAME OF COMPANY... 1 NON-FINANCIAL MEMBERS NOTICES OBJECTS... 4 PATRONS POWERS OF THE BOARD PRELIMINARY... 2 PROCEEDINGS OF THE BOARD PROPERTY AND INCOME OF THE CLUB... 8 PROVISIONAL MEMBERS REGISTERS OF MEMBERS AND GUESTS REMOVAL FROM OFFICE OF DIRECTORS REMOVAL OF PERSONS FROM THE PREMISES OF THE CLUB RESIGNATION AND CESSATION OF MEMBERSHIP SECRETARY TEMPORARY MEMBERS TRANSFER BETWEEN CLASSES OF MEMBERSHIP VACANCIES ON BOARD... 37

10 Constitution 1. NAME OF COMPANY 1.1 The name of the Company is. 2. PRELIMINARY 2.1 The Company is a company limited by guarantee and shall be a non-proprietary company. 2.2 The Company is established for the purposes set out in this Constitution. 2.3 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. 2.4 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 from that member, on payment of any fee that may be prescribed by the Act. 3. DEFINITIONS 3.1 In this Constitution unless there be something in the subject or context inconsistent therewith: 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. 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. (d) Club means ACN (e) (f) (g) (h) 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. Full member means any person who is in one of the categories of membership referred to in Rule 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. Page 1

11 (i) (j) (k) (l) (m) (n) (o) (p) 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. Office means the general administrative office 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. Rules means the rules comprising this Constitution. Secretary includes Acting Secretary, Honorary Secretary, Acting Honorary Secretary, Secretary Manager, General Manager, Chief Executive Officer or any other title attributed to the person who is the Secretary of the Club for the purpose of the Registered Clubs Act. Special Resolution has the meaning assigned thereto by the Act. To be passed, a Special Resolution must receive at least seventy five per cent (75%) of the votes cast by members eligible to vote on the Special Resolution. Sub club means any sub club that pursuant to a resolution of the Board under Rule is or has been established by the Club. 3.2 financial member. A member shall not be a financial member of the Club if: the member's subscription or any part thereof has not been paid in accordance with Rule 16.3; or any money (other than a member s subscription) owing by that member to the Club has remained unpaid at the expiration of fourteen (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 non-financial for the purposes of Rule 17 until the full amount owing is paid to the Club. 3.3 Words importing the singular number also include the plural and vice versa and the masculine gender the feminine gender and vice versa. 4. OBJECTS 4.1 The objects for which the Club is established are: To establish a social, literary, political and sporting club for the members of the Australian Labor Party and persons who support the political aims, objects and principles of the Australian Labor Party and those that have similar values. Page 2

12 (d) (e) (f) (g) (h) (i) (j) (k) To promote and foster the study of political science and the furtherance of the political philosophy and activity of the Australian Labor Party in local Government State and Federal spheres throughout Australia. Consistent with the values of the Australian Labor Party and labour movement, to promote and foster the game of bowls and such other indoor and outdoor sports for the benefit of members and guests. In furtherance of the objects of the Club to apply for obtain and hold a Club or any other licence or licences under the Liquor Act or laws or any other Act or laws for the time being operative and for such purpose or purposes to appoint a manager or managers to act as licensee and hold the licence or licences on behalf of the Company. To establish a club and other premises and conveniences for the accommodation of members of the Club and their guests and/or visitors and to furnish and maintain the same and to afford to its members all the usual privileges advantages and conveniences of a club including as incidental thereto physical and social recreational facilities and to permit the same to be used by members and their guests and/or visitors upon such terms as shall be agreed upon and for such purposes to purchase supply sell and deal in all kinds of goods and/or provisions required or used by members or other persons entitled to use the premises of the Club. The whole of the accommodation and facilities of the Club shall be provided and maintained from the joint funds of the Club and no person shall be entitled to derive any profit benefit or advantage from the Club which subject to anything elsewhere herein contained is not shared equally by every member thereof. To render financial aid either by gifts or loans to the Australian Labor Party and/or branches or other groups affiliated to associated with or recognised by the Australian Labor Party and/or any other charitable, cultural, sporting, educational, community or welfare body, organisation or association as approved by a simple majority of the Board of Directors of the Club. In furtherance of the objects of the Club to procure the delivery of lectures and the reading of papers to its members and to form and maintain a library of political and other literature for the use of its members. In furtherance of the objects of the Club to acquire establish print and publish a newspaper and/or periodical. In furtherance of the objects of the Club to use the medial of press radio and television. To purchase hire lease or otherwise acquire for the purpose of the Club any real or personal property and any rights or privileges which the Club may think necessary or convenient for the carrying out of its objects or any of them. To give sell mortgage exchange hire lease or otherwise dispose of the property of the Club or any part or parts thereof provided always that no portion of the Club premises which is covered by certificate of registration shall be leased let or demised. Page 3

13 (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) To invest and deal with any of the moneys of the Club not immediately required for the purposes thereof upon such securities and in such manner as may be deemed fit and from time to time to vary and realise such investments. To make draw accept endorse discount execute and issue promissory notes bills of exchange bill of lading warrants debentures and other negotiable or transferable instruments. To borrow money from time to time and for such purposes to give debentures liens mortgages charges or other security over the whole or any part of the property real or personal of the Club. In furtherance of the objects of the Club to obtain and hold any licence or permission necessary for and to carry on the business of restaurant keepers and/or sellers of tobacco cigars and cigarettes and of all kinds of goods provisions et cetera required used or desired by members. To take or reject any gift or property money or goods whether subject to any special trust or not. To erect maintain improve or alter any building or buildings for the purposes of the Club. 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 security over the whole of any part of the real or personal property present or future of the Club. To establish support or aid in the establishment and support of associations funds trusts and conveniences calculated to benefit the members of the Club or the dependants or connections of such members and to make payments towards insurance for any purpose and to subscribe or guarantee money for charitable or benevolent objects or for any exhibitions or for any public general or useful objects. To carry on all such activities as may be necessary or convenient for the purposes of the Club or any of them. To do all such acts deeds matters and things and to enter into and make such agreements as are incidental or conducive to the attainment of the objects of the Club or any of them. 5. LIMITED LIABILITY 5.1 The liability of the members is limited. Page 4

14 6. MEMBERS GUARANTEE 6.1 Each member undertakes to contribute an amount not exceeding five dollar ($5.00) if the Club is wound up: while he or she is a member of the Club; or Within one year of the date that he or she ceases to be a member. 6.2 The contribution referred to in Rule 6.1 shall be for the: payment of the debts and liabilities of the Club contracted before the member ceased to be a member; and costs, charges and expenses of winding up. 7. APPLICATION OF PROPERTY ON DISSOLUTION 7.1 If the Club is wound up or dissolved and after the satisfaction of all the Club s debts and liabilities, any property whatsoever remains, that property shall: not be transferred, paid to or distributed among the members; be given or transferred to any Foundation established by the Club, and so far as effect cannot be given to this clause 7.1 then it shall be given or transferred to some other institution or institutions: (i) (ii) (iii) having objects similar to the objects of the Club; which prohibits the distribution of its or their income and property among its or their members to an extent at least as great as imposed on the Club under this Constitution; and determined by the members of the Club at or before the time of dissolution or by such judge of the Supreme Court of New South Wales as may have or acquire jurisdiction in the matter. 8. PROPERTY AND INCOME OF THE CLUB 8.1 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. 8.2 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 or she is a director or a member of any committee of the Club shall not be entitled under the Constitution 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. Page 5

15 8.3 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. 8.4 A director shall not hold or be appointed or elected to any office of the Club paid by salary or wages or any similar basis of remuneration. 8.5 Subject to Rule 8.6 nothing in this Constitution shall prevent the payment: (d) 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. 8.6 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)(d) of the Registered Clubs Act. 9. LIQUOR & GAMING 9.1 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. This Rule 9.1 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. 9.2 Liquor shall not be sold, supplied or disposed of on the premises of the Club to any person under the age of 18 years. 9.3 A person under the age of 18 years shall not use or operate the gaming facilities of the Club. 9.4 The Secretary or any employee, director or member 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. Page 6

16 9.5 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. 9.6 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. 10. MEMBERSHIP 10.1 The number of members of the Club shall be as determined by the Board and shall not be less than the minimum number permissible under the Registered Clubs Act No person under the age of eighteen (18) years shall be admitted as a member of the Club Unless and until otherwise determined by the Board, the Full membership of the Club shall comprise the following categories: (d) Ordinary members; Junior members; Coogee Sports Club members; and Life members Persons who are not Full members may, in accordance with this Constitution be admitted to the Club as: Provisional members; and Honorary members; Temporary members The number of Full members having the right to vote in the election of the Board shall be not less than twenty-five (25) per cent of all Full members of the Club. ORDINARY MEMBERS 10.6 Ordinary members shall be persons who: (d) have attained the age of eighteen (18) years; and are members of the Australian Labor Party; or make application for membership of the Club as an Ordinary member in accordance with this Constitution; and have been duly admitted to membership as an Ordinary member in accordance with this Constitution Ordinary members are entitled to: Page 7

17 (d) (e) (f) (g) (h) such social privileges and advantages of the Club as may be determined by the Board from time to time; and attend and vote at general meetings (including Annual General Meetings) of the Club; subject to Rule 27 nominate for and be elected to hold office on the Board; vote in the election of the Board; vote on any Special Resolution (including a Special Resolution to amend this Constitution); propose, second, or nominate any eligible member for any office of the Club; propose, second or nominate any eligible member for Life membership; introduce guests to the Club. JUNIOR MEMBERS 10.8 Junior members shall be those persons who: are under the age of 18 years; make application for membership of the Club as a Junior member in accordance with this Constitution; and have been duly admitted to membership as a Junior member of the Club in accordance with this Constitution A person applying for Junior membership must satisfy the Board that he or she has an interest in taking an active part in the sporting activities of the Club regularly, and the Board must receive from the parent or guardian of that person a written consent to that person joining the Club as a Junior member and taking part in the sporting and other activities organised by the Club or a sub-club of the Club Junior members shall be entitled to such privileges and advantages of the Club as may be determined by the Board from time to time but shall not be eligible to: (d) (e) (f) (g) attend or vote at general meetings (including Annual General Meetings) of the Club; nominate for or be elected to hold office on the Board; vote in the election of the Board; vote on any Special Resolution (including a Special Resolution to amend this Constitution); propose, second or nominate any eligible member for any office of the Club; propose, second or nominate any eligible member for Life membership; and introduce guests to the Club. Page 8

18 10.11 Junior Sporting members shall use only those areas of the Club Premises in respect of which an authority has been granted pursuant to Section 22 of the Registered Clubs Act or in respect of which an approval has been granted pursuant to Section 22A of the Registered Clubs Act. COOGEE SPORTS CLUB MEMBERS Coogee Sports Club members shall be persons who: have attained the age of eighteen (18) years; was a full member (as defined in the Registered Clubs Act) of Coogee Sports Club Limited at the time of the approval, by the Independent Liquor & Gaming Authority pursuant to the Liquor Act, to amalgamate with the Club; and has agreed to be a member of the Club; and have been duly admitted to membership as a Coogee Sports Club member in accordance with this Constitution Coogee Sports Club members are entitled to such social privileges and advantages of the Club as may be determined by the Board from time to time and shall be entitled to: (d) (e) (f) (g) attend or vote at general meetings (including Annual General Meetings) of the Club; nominate for or be elected to hold office on the Board; vote in the election of the Board; vote on any Special Resolution (including a Special Resolution to amend this Constitution); propose, second or nominate any eligible member for any office of the Club; propose, second or nominate any eligible member for Life membership; and introduce guests to the Club. LIFE MEMBERS A Life member shall be any member who in consideration of twenty five (25) years continuous membership of the Club or who has rendered any exceptional or distinguished service to the Club has been granted Life membership of the Club in accordance with this Constitution Life membership may only be conferred at a general meeting of the Club (including an Annual General Meeting) Candidates for Life membership shall be proposed by one and seconded by another Life member or financial Ordinary member or Coogee Sports Club member and submitted to the Board for approval. Page 9

19 10.17 If a nomination for Life membership is approved by the Board, the nomination shall be referred to the next general meeting of the Club and not less than twenty-one (21) days written notice of the nomination shall be given to all members eligible to vote at that meeting If a nomination for Life membership is not approved by the Board, the nomination shall not be submitted to a general meeting of the Club If a nomination for Life membership is approved by a resolution passed by two-thirds (67%) of the members present and voting at the general meeting the person nominated shall thereby be a Life member of the Club Every Life member shall be entitled to all the rights and privileges of an Ordinary member A Life member shall be relieved of payment of any annual subscription other than any necessary capitation fee for membership of any association, including the Royal NSW Bowling Association and the NSW Women s Bowling Association No more than one (1) member shall be made a Life member of the Club in any one (1) financial year. 11. TRANSFER BETWEEN CLASSES OF MEMBERSHIP 11.1 The Board has the power on the application of any member, subject to Rule 11.2 to transfer that member to another category of membership (other than Life membership) if that member has the qualifications for that other category of membership Any application for transfer of membership pursuant to Rule 11.1 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 seven (7) days 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 The Club shall not be required to notify a person if they have been transferred to another class of membership of the Club pursuant to Rule If a member fails to be transferred, the Secretary shall cause any additional subscription paid by that member to be returned to such member. 12. PROVISIONAL MEMBERS 12.1 A person in respect of whom: a nomination form for membership duly completed in accordance with this Constitution has been given to the Club; and who has paid to the Club the joining fee (if any) and 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. Page 10

20 12.2 Should a person who is admitted as a Provisional member not be elected to membership of the Club within six (6) weeks from the date of the nomination form being given to 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 joining fee (if any) and subscription submitted with the nomination shall be returned to that person Provisional members are entitled to: such social privileges and advantages of the Club as the Board may determine from time to time; and introduce guests into the Club if the Provisional member is an applicant for a class of membership which is permitted to do so Provisional members are not entitled to: (d) (e) (f) attend or vote at general meetings of the Club; or nominate for or be elected to hold office on the Board; vote in the election of the Board; vote on any Special Resolution (including a Special Resolution to amend this Constitution); propose, second, or nominate any eligible member for any office of the Club; propose, second or nominate any eligible member for Life membership. 13. HONORARY MEMBERS 13.1 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; or any prominent citizen or local dignitary visiting the Club; any person who is a member of the Australian Defence Force (as defined in the Registered Clubs Act which includes the Armed Forces of the Commonwealth) and who produces evidence that the person is a member of the Australian Defence Force Honorary members who are Full members of the Club shall be entitled to the rights and privileges of the category of membership of which they are a Full member Honorary members who are not Full members of the Club are entitled to: such social privileges and advantages of the Club as the Board may determine from time to time; and Page 11

21 introduce guests to the Club Honorary members who are not Full members of the Club are not entitled to: (d) (e) (f) attend or vote at any meeting of the Club; or nominate for or be elected to the Board or any office in the Club; vote in the election of the Board; vote on any Special Resolution (including a Special Resolution to amend this Constitution); propose, second or nominate any eligible member for any office of the Club; or propose, second or nominate any eligible member for Life membership. 14. TEMPORARY MEMBERS 14.1 The following persons in accordance with procedures established by the Board may be made Temporary members of the Club: (d) Any person whose ordinary place of residence in New South Wales is not less than such minimum distance from the Club s premises as may be prescribed by the Registered Clubs Act 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 any registered club 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 or she so attends the premises of the Club until the end of that day. Any interstate or overseas visitor Temporary members shall not be required to pay a joining fee or annual subscription Temporary members are entitled to: such social privileges and advantages of the Club as the Board may determine from time to time; and subject to Rule 25.12, introduce guests into the Club Temporary members are not entitled to: attend or vote at general meetings (including Annual General Meetings) of the Club; Page 12

22 (d) (e) (f) nominate for or be elected to the Board; vote in the election of the Board; vote on any Special Resolution (including a Special Resolution to amend this Constitution); propose, second or nominate any eligible member for any office of the Club; or propose, second or nominate any eligible member for Life membership 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 No person under the age of eighteen (18) years may be admitted as a temporary member of the Club unless that person is a member of another registered club and satisfies the requirements of Rule ELECTION OF MEMBERS 15.1 A person shall not be admitted as a Full member of the Club unless that person is elected to membership by a resolution of the Board of the Club, or a duly appointed election committee of the Club The names of the members present and voting at that Board or election committee meeting shall be recorded by the Secretary of the Club The Board or election committee may reject any application for Full membership without giving any reason Every application for Full membership of the Club (which shall be a proposal for Full membership by the applicant) shall be in writing and shall be in such form as the Board may prescribe and shall contain the following particulars: (d) (e) (f) (g) the full name of the applicant; the residential address of the applicant; the date of birth of the applicant; the occupation of the applicant; a statement to the effect that the applicant agrees to be bound by the Constitution and By-laws of the Club; the signature of the applicant; and such other particulars as may be prescribed by the Board from time to time Every form of application for Full membership shall be presented by the applicant to an authorised officer of the Club together with: the joining fee (if any) and the appropriate subscription; and Page 13

23 evidence of a current driver s licence or a current passport held by that applicant or such other form of identification as determined by the Board The authorised officer of the Club to whom the application for Full membership is presented shall compare the particulars of the applicant as appearing on the application with the particulars of that person as appearing in the evidence of identification. If the authorised officer is satisfied that the particulars of the applicant in the application and in the evidence of identification correspond, the authorised officer shall sign the application and shall cause the application to be sent to the Secretary A person whose application has been signed by an authorised officer of the Club in accordance with Rule 15.6 and who has paid the Club the joining fee (if any) and the first annual subscription for the class of Full membership applied for may become a Provisional member The full name and address of each applicant for Full membership shall be placed on the Club Notice Board and shall remain on the Club Notice Board for not less than seven (7) days 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 Full membership of the Club When a person has been elected to Full membership, the Secretary must cause notice of such election to be given personally or posted to such person. If a person fails to be elected to Full membership the Secretary shall cause any joining fee and subscription paid by the person to be returned to that person. 16. JOINING FEES, SUBSCRIPTIONS AND LEVIES 16.1 Joining fees, subscriptions, levies and other payments payable by members of the Club shall be such as the Board may from time to time determine provided that: The annual subscription for any class of full membership of the Club shall be no less than $2.00 (excluding Goods and Services Tax) or such other minimum subscription provided from time to time by the Registered Clubs Act; the annual subscription for Ordinary membership of the Club shall be not less than $5.00 (excluding Goods & Services Tax) or such greater amount as determined by the Board In accordance with the Registered Clubs Act, the Board may from time to time, determine that subscriptions are payable by monthly, quarterly or half yearly instalments, in advance, or for more than one (1) year in advance The membership year shall commence on and from 1st November each year on which date all yearly subscriptions shall become due and payable. Membership shall commence from the date of election All levies and other payments shall be due and payable on a date, or dates, determined by the Board from time to time. Page 14

24 16.5 Any person who has not paid his or her joining fee, subscription, levy or other payment within a period of one (1) month upon which it shall fall due for payment 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 and the provisions of Rule 20.1 and Rule 20.2 shall not apply to such resolution The Secretary shall cause reasonable notice to be given in writing to each member of the due date for payment of the joining fee, subscription, levy or other payment in Rule 16.3 and The Board may make special arrangements not inconsistent with the Registered Clubs Act as to the amount and payment of subscriptions of any members leaving or returning to the State of New South Wales or residing outside that State The Board shall have power to make charges and levies on members for general or special purposes. 17. NON-FINANCIAL MEMBERS 17.1 Notwithstanding any Rule contained in this Constitution, any member who is not a financial member (as defined in Rule 3.2) shall not be entitled to: (d) (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 without the permission of the Board; attend or vote at any meeting of the Club or any Sub club; nominate or be elected or appointed to the Board or any committee of a Sub club; vote in the election of the Board or any committee of a Sub club; propose, second or nominate any eligible member for any office of the Club or any Sub club; propose, second or nominate any eligible member for Life membership. 18. REGISTERS OF MEMBERS AND GUESTS 18.1 The Club shall keep the following registers: A register of persons who are Full members which shall be kept in accordance with section 31(1) of the Registered Clubs Act. This register shall set forth in respect of each of those members: (i) (ii) (iii) (iv) the name in full; and the occupation; the address; the date on which the entry of the member s name in the register is made; Page 15