Notice of Extraordinary State Congress and General Meeting

The Returned and Services League of Australia (New South Wales Branch) Notice of Extraordinary State Congress and General Meeting The Price of Liberty is Eternal Vigilance ANZAC House Level 5, 341 George Street, Sydney, NSW 2000 T: 1300 679 775 E: support@rslnsw.org.au www.rslnsw.org.au

INDEX PAGE THE MEETING AGENDA INDEX AND AGENDA 1 INVITATION FROM STATE COUNCIL 2 NOTICE OF EXTRAORDINARY GENERAL MEETING 3 EXPLANATORY NOTES 4 6 VOTING AND PARTICIPATION 7 10 09:00 10:00 (Wesley Lounge) Venue opens, refreshments commence 10:00 11:55 (Wesley Theatre) Delegates Questions and Answers 12:00 12:55 (Wesley Lounge) Light lunch will be served 13:00 16:00 (Wesley Theatre) Extraordinary General Meeting opens: Ode National Anthem Welcome to Country Welcome to Delegates (the meeting will be livestreamed online for Members who are unable to attend to view proceedings) President s opening remarks Rules and procedures for debate Items of business & Delegates questions Details of the 2019 AGM Close of meeting Return of voting devices Page 1

INVITATION FROM STATE COUNCIL Thank you for your continued support of RSL NSW. State Council has great pleasure in enclosing the 2018 Notice of Extraordinary General Meeting. The 2018 Extraordinary Congress is your opportunity to approve a completely new constitution that will set a strong foundation for the League s next century of operations in NSW. On behalf of the RSL NSW State Council, I welcome all delegates and encourage you to vote in favour of the resolutions. The new Constitution: 1. puts in place the governance structures needed to support compliance with the charitable fundraising legislation; 2. removes the need for Trustees, who currently carry personal liability for breaches of legislation and regulations; 3. will allow fundraising to recommence sooner than would otherwise be the case; 4. puts in place a professional board of elected and independent directors, paid for their increased responsibilities; and 5. increases the organisation s spending on its charitable purpose by reducing substantial administration costs and risks and improving returns on pooled investments. This new constitution will set a structure that lets members get back to focussing on welfare, camaraderie, and commemoration. These are the reasons we all signed up to join the League. It also gives members the choice over the level of responsibility they wish to assume for their sub-branch, and the level of autonomy they prefer from ANZAC House. The League will be stronger overall, and able to give veterans a stronger voice. It also incorporates changes in law missing from the current constitution. This includes the additional safeguards imposed on RSL NSW by the recent RSL NSW Act passed by the NSW parliament. These constitutional changes are 50 years overdue, in some instances. The constitution was framed with the guidance of a panel of 30 rank and file volunteer members from across the League. It was tested with members in September and October and external experts have also been consulted. Your feedback, where practically and legally possible, has been incorporated into the constitution recommended in this Notice of Meeting. Its approval is in your hands. Finally, we would like to acknowledge the input, guidance and advice of the member panel which helped draft the constitution you have in your hands. Their advice has been invaluable, and I would like to formally thank them for their time, effort and support. We are re-building our League, so it can return to being Australia s premier veterans organisation. It is now over to you. We have lots of work to do. Let s get on with it. James Brown, RSL NSW President On behalf of State Council 2 November 2018 Page 2

NOTICE OF EXTRAORDINARY STATE CONGRESS AND GENERAL MEETING Pursuant to Clause 21.11 of the RSL NSW Constitution, State Council gives notice that an Extraordinary State Congress and General Meeting of The Returned and Services League of Australia (New South Wales Branch) will be held at the Wesley Theatre, Wesley Conference Centre, Lower Ground Floor, 220 Pitt Street, Sydney on Tuesday, 4 December 2018 at 09:00 It is important for members to be involved in setting the future direction of the Returned & Services League of Australia (New South Wales Branch). Let your sub-branch Delegate know your thoughts on the resolutions set out in this Notice of Extraordinary General Meeting. There are four items of business for consideration by Delegates. These include the approval of a new Constitution restructuring the League, the remuneration of directors, the approval of a special repair contribution to fund the changes proposed in the new Constitution and the adoption of the financial statements and reports for the six months to 30 June 2018. Items of Business 1. To consider and, if thought fit, to pass the following resolution as a Special Resolution (Constitutional Majority of 66%): THAT the Constitution annexed to and circulated with this Notice of Meeting, be adopted as the Constitution of RSL NSW in place of the existing Constitution, with effect from 1 January 2019. 2. Subject to the approval of Resolution 1 above, to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution (Simple Majority): THAT, on the recommendation of John Egan of Egan Associates, the maximum aggregate remuneration available for the payment of fees to Directors of RSL NSW be set at $497,500, with effect from 1 January 2019, subject to all necessary approvals from the Minister under the Charitable Fundraising Act (1991) being obtained. 3. Subject to the approval of Resolution 1, above, to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution (Simple Majority): THAT the Special Repair Contribution to fund the implementation of the proposed restructure of the League set out in the Constitution be set at 5% of each sub-branch s liquid assets as at 31 December 2017. 4. To receive and consider the Financial Statements of RSL NSW and its controlled entities and the reports of the State Council and the Auditors in respect of the six months ended 30 June 2018. Page 3

EXPLANATORY NOTES These Explanatory Notes provide important information regarding the items of business to be considered at the Extraordinary General Meeting Items of Business 1. Special resolution to adopt the new Constitution The State Council is proposing a special resolution to adopt a new Constitution. On 27 September 2018, the Parliament of NSW assented to a new RSL Act (RSL NSW Act 2018 (NSW)). The Act modernises the RSL NSW State Branch, prescribing a structure that enables transparent and best practice governance. The changes proposed in the new Constitution reflect the changes to the law, but also extend the modernisation initiative across the League. The modernisation is long overdue and is necessary for the repair of the League. Some changes introduced by the RSL NSW Act (2018) will happen whether the new constitution is approved or not. These include: 1. at least one independent director must be appointed. This will need to occur early in 2019; 2. the annual report must be lodged with the Veterans Minister each year; 3. State Council becomes a board, State Councillors become directors, and there must be at least 3 but not more than 10 directors; 4. the way RSL NSW executes legal documents will change; and 5. the way conflicts of interest are disclosed is now legally prescribed. The new Constitution will provide RSL NSW with the flexibility it needs to stay relevant and meet the demands of the charitable and commercial environments in which it operates. It will also support all members in their work towards the League s charitable purpose. It will allow sub-branches to choose whether they work relatively independently from ANZAC House (Model A sub-branch) or merge with ANZAC House (Model B sub-branch) and reduce their administrative and compliance burdens while continuing to undertake commemorative, fundraising, welfare and community activities. The new Constitution: 1. puts in place the governance structures needed to support compliance with the charitable fundraising legislation; 2. removes the need for Trustees, who currently carry personal liability for breaches of legislation and regulations; 3. will allow fundraising to recommence sooner than would otherwise be the case; 4. puts in place a professional board of elected and independent directors, paid for their increased responsibilities; and 5. increases the organisation s spending on its charitable purpose by reducing substantial administration costs and risks and improving returns on pooled investments. The new Constitution is the result of many months work by the team at ANZAC House in collaboration and consultation with a panel of Members from sub-branches across the State. A copy of the new Constitution is included with this Notice of Meeting. Members can also download a copy from the website at http://rslnsw.org.au/about/subsidiaries/signin or by ringing the Sub-Branch Support Unit on 1300 679 775. Page 4

2. Ordinary Resolution Remuneration of Directors Under the RSL NSW Act (2018) the Directors may be paid fees. As part of the restructure of the League, it is proposed to introduce fees for all Directors, including any independent Director(s) once appointed. Paying the Board reasonable remuneration will ensure the organisation can attract leaders who have the expertise and experience to lead an organisation as large, complex, and important as RSL NSW, and to ensure they are able to devote sufficient time to the duties, risks, and responsibilities of being on this board. With the appointment of at least one independent director, this will be vital to ensuring we can attract the right candidates. To determine the level of fees proposed to be paid to all Directors, Mr John Egan of Egan Associates, a respected and highly experienced remuneration specialist, was retained by the Company Secretary to provide a recommendation on an appropriate level of fees, independent of the State Council. A copy of the Egan Associates recommendations is included with these meeting documents. He will attend the Extraordinary General Meeting to discuss the reasons for his recommendations and to answer questions from Delegates. Egan Associates recommended that the maximum pool of fees for directors be set at $600,000. State Council has proposed a lower fee pool of $497,500, an indicative breakdown of which is set out below: Base Superannuation Total President and Chair $123,287.67 $11,712.33 $135,000.00 Treasurer $54,794.52 $5,205.48 $60,000.00 Deputy President $36,529.68 $3,470.32 $40,000.00 Elected Director $34,246.58 $3,253.42 $37,500.00 Elected Director $34,246.58 $3,253.42 $37,500.00 Elected Director $34,246.58 $3,253.42 $37,500.00 Elected Director $34,246.58 $3,253.42 $37,500.00 Elected Director $34,246.58 $3,253.42 $37,500.00 $385,844.75 $36,655.25 $422,500.00 Independent Director $34,246.58 $3,253.42 $37,500.00 Independent Director $34,246.58 $3,253.42 $37,500.00 $454,337.90 $43,162.10 $497,500.00 Note: The State Councillors cannot vote on this resolution and do not make any recommendation in relation to its approval or otherwise. Page 5

3. Ordinary Resolution Approval of a Special Repair Contribution The special repair contribution is a one-off amount to cover the costs of resourcing and managing the transition of RSL NSW from the current Constitution to the new model, if the constitution is approved. It will be set at 5% of each sub-branch s liquid assets as at 31 December 2017. Liquid assets include cash at bank, termdeposits and other investments, but excludes land and property. It will be payable during 2019 and will be used to cover the costs of hiring resources to help sub-branches manage the transition under the new constitution and sub-branch model. The contribution will enable the organisation to modernise and achieve compliance as quickly and efficiently as possible. 4. The receipt and consideration of the Financial Statements for the six months to 30 June 2018. Under the RSL NSW Charitable Fundraising Authority issued by NSW Fair Trading, State Council is required to present the financial statements of RSL NSW and its controlled entities to a general meeting within six months of the close of the financial year. RSL LifeCare is now a controlled entity. As RSL LifeCare is required to report with a financial year end of June 30, due to aged care regulatory requirements, RSL NSW has changed its financial year end from 31 December to 30 June with effect from 30 June 2018. Delegates will have an opportunity to ask questions on the financial statements and reports to the Treasurer or the auditor. Delegates may also ask questions about how the League is managed. No resolution is required for this item of business. Page 6

VOTING AND PARTICIPATION RSL NSW is a major veterans charity and a substantial business in its own right, which means it is important that all Members should have a say in how the organisation is run. Your say is important. By voting at your sub-branch and advising your delegate of your views, you will be helping to shape the future direction of the League. Voting in person Attendees: Sessions are open to registered Delegates and Alternate Delegates only. Unfortunately, no observers can be accommodated due to capacity limits at the venue. Voting at the General Meeting will be carried out by electronic device. There is one device per sub-branch or District Council. You will need to collect your device on the day between 09:00 and 09:45, You must return your device before departing the venue at the end of the General Meeting. Please also refer to the section entitled How are the votes counted? below. Note: Those sub-branches or District Councils which fail to return their device will be charged a replacement fee. Chairing the Meeting and Procedural Rules Chairing the meeting: Clause 21.3 of RSL NSW Constitution states that At every State Congress the State President will be appointed as the Chairman. Procedures for the General Meeting: General meetings and the procedures that apply are governed by a number of sources, including the RSL NSW Constitution, case law and common practice and, in the case of charities, the ACNC Governance Standards. The AICD has also issued a guide Director Tools: Meeting Effectiveness General Meetings of Members which outlines the importance of the role and powers of the Chair in general meetings. The guide states that the Chair has the power to preserve order, regulate the discussion, adjourn the meeting and also has powers in relation to voting procedures. For example, the Chair must allow a reasonable opportunity for the members as a whole at the meeting to ask questions. This gives the Chair the ability to manage the flow of the meeting, so that everyone entitled to speak at the meeting has the opportunity to do so. Page 7

The Returning Officer Voting at this Extraordinary General Meeting will be overseen by a Returning Officer. If you have any questions about the meeting, you can contact the Returning Officer via the following methods: By phone: Sub-Branch Support Team on 1300 679 775 By email: support@rslnsw.org.au Who can ask questions at the AGM? Under the Constitution, only Delegates or Alternate Delegates may ask questions at the General Meeting. They may ask questions on all the items of business set out in this Notice of Meeting. Delegates or Alternate Delegates with questions are asked to observe the usual courtesies of a General Meeting. The Chairman is responsible for making sure that as many people as possible can be heard. Can Affiliates attend and vote? No. Under the Constitution, Affiliates do not have a right to vote on Constitutional changes and therefore cannot be a Delegate or Alternate Delegate at this meeting. How are the votes counted? To ensure that votes are accurately counted, each Delegate (or Alternate Delegate in the absence of the Delegate) will be issued with an electronic handset. Each handset has a unique SIM card registered to the relevant sub-branch which appointed its Delegate and Alternate Delegate. When voting is opened on each resolution, the Delegate selects 1 or 2 to vote in favour of, or against, the resolution. The vote tally is shown live on a screen in the auditorium and will be available to be viewed on the livestream. When will voting results be known? The voting results on each of the resolutions will be announced during the meeting. For those unable to attend, the voting results will be seen during the webcast/ livestream and also published on the RSL NSW website after the meeting. Page 8

Will there be a webcast/livestream of the meeting? The meeting will be live-streamed so that it is viewable by all RSL NSW members and other interested parties. To watch the live-stream, please go to bit.ly/2018egm from 10:00. The secure zone of the website will be accessible to any interested party and can be accessed with sub- Branch log in details or with the following information: Username: rslmember Password: rslnsw2018 Where can I get a copy of the Financial Reports? A copy of the financial reports and Auditor s statements are available from 23 November in the Members portal at http://rslnsw.org.au/about/subsidiaries/signin or by contacting the Sub-Branch Support team on 1300 679 775. Where can I get a copy of the Constitution or more information? Details of the proposed Constitution are set out in this Notice of Meeting. If you d like to see the Constitution in full, you can request a copy from your local sub-branch Secretary, or download a copy from the Members section of the RSL NSW website at http://rslnsw.org.au/about/subsidiaries/signin or request that a copy be sent to you by contacting the Sub-Branch Support team on 1300 679 775. What voting majority is required for the resolution to amend the Constitution? The resolution to amend the Constitution is a special resolution. To be effective it must be passed by at least 66% of the votes cast by Delegates entitled to vote on it. When will the amendments to the Constitution take effect? If the special resolution to approve the Constitution is passed at the meeting, it will take effect from 1 January 2019. Delegates Attending in Person The General Meeting will be held at Wesley Conference Centre, 220 Pitt Street, Sydney. You must check in and collect your voting device before the Plenary Session commences at 10:00. Doors to the Wesley Lounge will open at 09:00 and refreshments will be available. How do I get to the Meeting? The General Meeting will be held at the Wesley Conference Centre, 220 Pitt Street, Sydney. This location is easy to get to from St James Station or Town Hall Station. The location is also well serviced by bus routes on Park and Elizabeth Streets. If you are staying at Hyde Park Inn, the venue is approximately a 10minute walk. Head North along Elizabeth Street until you reach Park Street, turn left (West) into Park, then turn right (North) into Pitt Street until you see Wesley Mission & Conference Centre signage. You can also turn left into Bathurst Street and then right into Pitt Street. Page 9

Disabled access The Wesley Conference Centre is a fully accessible venue, with disabled lift access, so there are no ramps to navigate. All areas can be accessed via wheelchair and the main areas include wheelchair-access toilets, which are clearly signposted. A taxi rank is located outside the venue with ground level access. Transport options By Rail: CityRail operates frequent train services to Wynyard and Town Hall Stations and connectors are available to St James Station (very close to the Wesley Conference Centre) from Central, Wynyard and Town Hall Stations. By Bus: There are frequent bus services to both Elizabeth and Park Streets. For bus or train timetables, call the Transport lnfoline on 131 500 or visit www.131500.com.au By Car: Public parking is available underneath the building (Piccadilly Centre, 137 Castlereagh Street) and other public parking is close by. Delegates who elect to drive will need to pay for their own parking, which is subject to availability. Page 10