NOTICE OF SPECIAL RESOLUTION

Transcription

1 NOTICE OF SPECIAL RESOLUTION NOTICE is hereby given that at the Annual General Meeting of the Tathra Beach Bowling Club Limited (Club) to be held at in the Club at Dilkera Road, Tathra NSW on 13 th July 2014 at 10am, the business of the meeting will include the following Special Resolution, proposed by the Board of the Club for consideration, and if thought fit, passing by the members in attendance and entitled to vote at the meeting. SPECIAL RESOLUTION That the Constitution of Tathra Beach Bowling Club Limited (Club) in the form presented to the Annual General Meeting and initialed by the Chairman of the Annual General Meeting be adopted as the Constitution of the Club in substitution for and to the exclusion of the Club s existing Constitution. Explanatory Message to Members regarding the proposed Special Resolution 1. The Board of the Club instructed Eastern Commercial Lawyers to review the Club s current Constitution having regard to the significant changes to the law over recent years. Eastern Commercial Lawyers is a law firm specialising in licensed clubs. 2. Eastern Commercial Lawyers reviewed the current Constitution and recommended a significant number of amendments in order to reflect the requirements of the Corporations Act 2001, Registered Clubs Act 1976, Gaming Machines Act 2001 and the Liquor Act Eastern Commercial Lawyers recommended the adoption of a new Constitution addressing the updates to the law over the last few years. 4. The major changes contained in the proposed new Constitution are: To incorporate the current relevant provisions of: o the Corporations Act 2001 (such as those relating to Declarations of Interests by Directors, General Meetings, Accounts and Audit, Notices to Members, Execution of Documents and the Company Seal); o the Gaming Machines Act 2001 (such as the prohibition on the sharing of receipts from gaming machines and the granting of interests in gaming machines to any person or company); o the Registered Clubs Act 1976 (such as Contracts with Directors, Contracts with Secretary, Mandatory Training for Directors, Liquor and Gaming); and o the Liquor Act 2007 (such as the Removal of Persons from the Premises of the Club), and to generally update and simplify the language and layout of the Constitution in keeping with industry standards. 5. The general nature and effects of the changes in the new Constitution are 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. Summary of proposed new Constitution Rules 1 and 2

2 These Rules set out the name of the Club Tathra Beach Bowling Club Limited and some necessary details about the company and the application of the replaceable rules under the Corporations Act Rules 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 and the application of the income and property of the Club to those objects. The objects of the Club remain the same. Rule 5 Rule 5 states that the liability of members is limited. Rule 6 Rule 6 sets out and recognizes the original subscribers to the Club. This Rule has been retained for the purpose of continuing to recognize those persons who established the Club and subscribed to the original Memorandum of Association and Articles of Association on 18 August Rule 7 This Rule contains the members guarantee to the company and states that each members undertakes to contribute the amount not exceeding one dollar in circumstances where the Club is wound up. Rule 8 This Rule sets out the guidelines for what is to happen to the Club s property in the event the Club is wound up. It provides that any property remaining after the winding up of the Club is to be transferred to an institution or institutions having similar objects as the club, that prohibits profit being distributed to its members and which is approved by the members. Rule 9 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 10 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 11 Rule 11 sets out the classes of membership and the rights and privileges of each class of membership. The classes of membership remain the same. The major change is the limitation of one Life member per year. Rule 12

3 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 13 This Rule sets out the provisions relating to Provisional Members. Provisional members will be those person who have made application for membership of the Club but have not yet been elected to membership by the Board. Rule 14 Rule 14 sets out the provisions relating to Honorary members. This Rule has been modified substantially to make clear what rights Honorary members do and do not have. Rule 15 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 has been modified substantially to make clear what rights Temporary members do and do not have. Rule 16 This Rule contains the provisions applicable to persons wishing to become members of the Club. The Rule contains a combination of the requirements of the Corporations Act 2001 and the Registered Clubs Act Rule 17 Rule 17 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 18 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 19 This Rule requires the Club to keep a Registers 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 20 Relates the address of members and requires members to inform the Club if they have a change of address. Rule 21 This Rule contains provisions relating to Disciplinary Proceedings against members of the Club. The Rule has been based on but provides more detail than the current disciplinary procedures. This provision is drafted having regard to the requirements of natural justice and procedural fairness.

4 Rule 22 This Rule permits the Board to establish a Disciplinary Committee for the purpose of Rule 21. In this regard, the Board may delegate its power to a committee comprising three directors, 3 members or a combination of both. The purpose for this provision is to ensure that the members are able to be disciplined in circumstances where the members is, for example, a director of the Club or where the Board or certain directors are considered or perceived to be biased. Rule 23 This Rule sets out clearly the effect of suspension of a member s membership. Rule 24 This Rule permits the Secretary 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 Rule 25 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 membership. Rule 26 Rule 26 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 27 This Rule establishes the ability for the Board to appoint patrons of the Club as and when considered appropriate. Rule 28 This Rule sets out the provisions relating to the establishment and composition of the Board of Directors of the Club. The Rule introduces and makes clear the qualifications required of members for nominating and being elected as a director. Rule 29 Rule 29 specifies that the election of the Board continues to be on a biennial (every 2 year) basis. The Board will sit for two year periods and elections will be conducted biennially instead of annually. Rule 30 The Rule sets out the procedures for electing the Board. The election procedures have been amended significantly to make it clear the procedures for elections. Rule 31 Rule 31 permits the Board to appoint up to two (2) persons as members of the Board. Such appointment must comply with the requirements of the Registered Clubs Act 1976 and the Registered Clubs Regulation 2009.

5 Rule 32 Rule 32 contains provisions relating to the mandatory training of directors. This Rule reflects the requirements of the Registered Clubs Act Rule 33 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 34 Rule 34 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 35 Rule 35 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 Rule 36 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 37 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 38 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 39 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 and the Registered Clubs Act Rule 40 This Rule specifies the basis upon which general meeting 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 41

6 Rule 41 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 42 Rule 42 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 43 The Rule specifies the financial year of the Club which remains unchanged from that specified in the current Constitution. Rule 44 Rule 44 requires the Club to appoint an auditor from time to time. requirements of the Corporations Act The Rule reflects the Rule 45 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 46 This Rule relates to the execution of documents and updates the existing Seal provision of the Articles of Association, in line with the requirements of the Corporations Act It is no longer compulsory for a company to execute documents under seal. Rule 47 Rule 47 relates to the provision of notice. The Rule has been substantially amended as a result of amendments to the Corporations Act Rule 47 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. Rule 48 Rule 48 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 49 Rule 49 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 50 Rule 50 relates to the amendment of the Constitution and requires that the Constitution can only be amended by Special Resolution of Life and financial Ordinary, Senior and Concession members. Please Note: This Explanatory Message to Members is not to be taken in any way as affecting the wording of the proposed Constitution, but is provided to inform members of what is proposed and to draw attention to particular matters.

7 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 Chief Executive Officer of the Club from consideration. Notes to Members 1. In accordance with Rule 33(a) of the Club s Constitution all Life Members, and financial Bowling members are entitled to vote on the Special Resolution. 2. To be passed, the Special Resolution must receive votes in favour from not less than threequarters (75%) of those members who being eligible to do so, vote in person at the meeting. 3. As a result of the Special Resolution provisions of the Corporations Act 2001, the Special Resolution must be considered as a whole and cannot be altered by motions from the floor of the meeting. 4. Members should read the Explanatory Message to Members following the Special Resolution which explains the nature and effects of the amendments to the Rules contained in the Special Resolution. 5. A copy of the proposed Constitution is available for inspection at the Club s office and members are encouraged to review a copy of the proposed Constitution. 6. Please direct any question or concerns about the Special Resolution to the Secretary Manager of the Club, if possible before the meeting. 7. Members of the Club, who are employees of the Club, cannot vote on the Special Resolution. 8. Proxy Votes are not allowed under the Registered Clubs Act By order of the Board Grant Taylor Secretary Manager 16 th May 2014