NORTH SYDNEY DISTRICT RUGBY LEAGUE FOOTBALL CLUB LIMITED ACN 003 009 158 (the Company ) NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of the Club will be held: At: On: North Sydney Leagues Club 12 Abbott Street CAMMERAY NSW 2062 Monday 5 December 2016 Commencing at 7:00pm Australian Eastern Daylight Time
The business to be considered at the meeting is set out below. This Notice of Meeting should be read in conjunction with the accompanying Explanatory Memorandum and Annexures A and B to the Explanatory Memorandum. A Proxy Form also accompanies this Notice at Annexure B to the Explanatory Memorandum. SPECIAL BUSINESS 1. Adoption of New Constitution To consider and, if thought fit, pass the following resolution as a special resolution of the Company: That, in accordance with section 136(2) of the Corporations Act 2001 (Cth), the Company's current Constitution (the Current Constitution ) be repealed and a New Constitution (the New Constitution ) in the form of the New Constitution set out in Annexure A to the Explanatory Memorandum be adopted. VOTING BY PROXY If you are not attending the Extraordinary General Meeting in person, you may appoint a proxy. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of the Member. A proxy must by operation of clause 26 of the Current Constitution be another Member of the Company. Proxy Forms must be signed by the appointing Member. Proxy Forms must also be endorsed with the written approval of the Chairman. The signed and completed Proxy Form must be delivered to the registered office of the Company at 12-20 Abbott Street Cammeray NSW 2062 no later than 7:00pm on Friday, 2 December 2016. Any Proxy Form received after the time specified above will be invalid for the purposes of the meeting. A Proxy Form accompanies this Notice of Meeting, and is set out at Annexure B to the Explanatory Memorandum. By Order of the Board Perry Lopez Chairman of the Board of Directors North Sydney District Rugby League Football Club Limited 8 November 2016
EXPLANATORY MEMORANDUM TO NOTICE OF EXTRAORDINARY GENERAL MEETING SPECIAL BUSINESS 1. Background The board of the Company has during 2016 given detailed consideration to the appropriateness of the constitution of the Company (the Current Constitution ), in circumstances where the most recent full review of the Current Constitution was undertaken by the Company almost two decades ago. As a result of this review process, the board has resolved to call an extraordinary general meeting for the purposes of the Members considering the adoption of a new constitution in the form set out at Annexure A to this Explanatory Memorandum (the New Constitution ), which on adoption would replace the Current Constitution. The New Constitution is approved by the board and recommended by the board to the Company s members. The New Constitution has also been approved by the New South Wales Rugby League in accordance with the Company s obligations as a member of the New South Wales Rugby League. The Board recommends that the Members vote in favour of Resolution 1 of the Special Business set out in the Notice of Meeting. 2. Adoption of New Constitution Rather than amending the Company s Current Constitution, the board considers that it is appropriate to for the Company to take this opportunity to adopt the New Constitution in the form annexed at Annexure A. This proposed New Constitution best reflects the current and likely future objects and the current law and practice. Objects The objects of the Company have been updated, and the proposed New Constitution provides that the primary objects of the Company are to (capitalised terms used below are defined in the New Constitution): (a) (b) (c) (d) (e) establish and maintain membership of NSWRL. foster, develop, extend and promote the Game and generally to act in the best interests of the Game. enter teams in NSWRL Competitions and for the purposes of playing the Game generally. host and stage rugby league matches and other events in connection with the objects of the Company. promote the development, playing and interests of the Game in the District and in other places in co-operation with NSWRL, NRL and ARL Commission.
(f) (g) liaise with NSWRL, NRL and ARL Commission in the fostering, development, extension and promotion of the Game. aid, support and assist financially or otherwise junior rugby league in the District. Members Under the Current Constitution, membership of the Company is available in the following categories: 1. Ordinary Membership. 2. Life Membership. The New Constitution provides for membership of the Company to be available in the following categories: 1. Ordinary Membership 2. Life Membership 3. Playing Membership 4. The Junior League Member. The primary differences between the two structures are as follows (clause references are references to those clauses of the New Constitution): 1. The age at which a person can become an Ordinary Member rises from 16 years to 18 years (clause 10(d)(i)(2)). Presently the Company has no Ordinary Members who are aged under 18 years, and thus no member is affected by this amendment. Ordinary Members can be appointed as directors of the Company, but a person under 18 years cannot be a director under the applicable law. This position is now reflected in clause 30(b). 2. A new class of Playing Member is introduced (clause 10(d)(ii)) where previously players may have been granted Ordinary Membership. This is to cater for the restriction on Playing Members (clause 30(c)) in terms of becoming a director. 3. A new category of membership has been established (clause 10(d)(iv), for the North Sydney District Junior Rugby Football League Incorporated to become a member of the Company. The board considers that this is an appropriate way in which to structure the relationship between the Company and the Junior League. A separate membership agreement will be entered into between the Company and the Junior League on the Junior League becoming a member of the Company. This membership agreement will govern matters including the Company s funding of the Junior League s operations, and the conditions attached to that funding. 4. Each member of the Company in each class has one vote at meetings of the Company (clause 25).
Directors Clauses 28 to 37 (inclusive) of the Current Constitution set out the procedures for the appointment and cessation of the appointment of directors of the Company. The Current Constitution prescribes a board of directors comprising between seven and nine directors, including up to seven directors appointed from the members of the Company, and two Sponsor Directors. Clauses 30 to 33 (inclusive) of the New Constitution set out the proposed procedures for the appointment and cessation of the appoint of directors of the Company in the event that the New Constitution is adopted by special resolution. The New Constitution prescribes a board of directors comprising between seven and nine directors, including up to seven directors elected by the members, and up to two Sponsor Directors (as defined in the New Constitution), who need not be members of the Company. Elected directors are elected for a period of three years under both the Current Constitution and the proposed New Constitution. Sponsor Directors are, under the proposed New Constitution, appointed by the Company in the manner prescribed in clause 31(g).
ANNEXURE A NEW CONSTITUTION
ANNEXURE B Notice of Proxy To: The Chairman North Sydney District Rugby League Football Club Limited 12-20 Abbott Street CAMMERAY NSW 2062 [NAME OF MEMBER] hereby appoints [NAME OF PROXY] of [ADDRESS OF PROXY] as proxy to vote on [NAME OF MEMBER] s behalf at the extraordinary general meeting of North Sydney District Rugby League Football Club Limited to be held on 5 December 2016 commencing at 7:00pm and any adjournment thereof. Current Constitution Clause 26 RESOLUTION IN NOTICE OF MEETING 1 Adoption of New Constitution HOW PROXY IS TO VOTE Signed: (Appointing Member) Name: Name of Appointing Member Dated: