Financial Report 2021                         

 CLUB PALM BEACH

ANNUAL GENERAL MEETING

15TH MAY 2022 @ 11AM

 

PALM BEACH RSL SUB-BRANCH CLUB LIMITED
ACN 001 049 154

NOTICE OF SPECIAL RESOLUTION FOR ANNUAL GENERAL MEETING

 

NOTICE is hereby given that at the Annual General Meeting of PALM BEACH RSL SUB-BRANCH CLUB LIMITED to be held on 15th May 2022 commencing at 11am at the premises of the Club, 1087 Barrenjoey Road, Palm Beach, New South Wales the members will be asked to consider and if thought fit pass the Special Resolution set out below.

PROCEDURAL MATTERS FOR SPECIAL RESOLUTION

  1. To be passed, a Special Resolution must receive votes in favour from not less than three quarters (75%) of those members who, being eligible to do so, vote in person on the Special Resolution at the meeting.
  2. Only Life members and financial RSL members can vote on the Special Resolution.
  3. Under the Registered Clubs Act, members who are employees of the Club are not entitled to vote and proxy voting is prohibited.
  4. The Board of the Club recommends the Special Resolution to members.

SPECIAL RESOLUTION

[The Special Resolution is to be read in conjunction with the notes to members set out below.]

          That the Constitution of Palm Beach RSL Sub-Branch Club Limited be amended by:

  • deleting rule 2.4 and inserting the following new Rules 2.4 to 2.6:

“2.4       Every member is bound by and must comply with the Constitution and By-laws of the Club and any other applicable determination, resolution or policy which may be made or passed by the Board.

2.5        The Constitution and By-laws of the Club have effect as a contract between:

(a)        the Club and each member; and

(b)        the Club and each director;

(c)        each member and each other member,

under which each person agrees to observe and perform the Constitution and By-laws so far as they apply to that person.

2.6     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.”

  • inserting the following new Rules 3.1(h), 3.1 (m) and 3.1 (o) and renumbering the remaining provisions of Rule 3.1 accordingly:

“3.1 (h)  Financial member” means a member who has renewed their membership of the Club by the relevant due date, and/or who has paid all joining fees, subscriptions, levies and other payments to the Club by the relevant due dates (if any are required).

3.1 (m)  “Non-financial member” means a member who has not renewed their membership of the Club by the relevant due date and/or has not paid all joining fees, subscriptions, levies and other payments to the Club by the relevant due dates.

3.1 (o)   “Quarter” means a period of 3 months ending on 31 March, 30 June, 30 September, or 31 December.”

  • deleting Rule 3.2.
  • deleting Rule 10.1 and inserting the following “Deleted”.
  • inserting the following new Rule 10.6 and renumbering the remaining provisions accordingly:

“10.6     For the purposes of section 246B of the Act, the rights of a class of membership may be varied or cancelled by way of eligible members passing a special resolution in accordance with Rule 46 and without the need for a separate resolution to be passed by members of that class of membership.”

  • deleting Rule 12.2 and inserting the following new Rule 12.2:

“12.2     Should a person who is admitted as a Provisional member not be elected to membership of the Club:

(a)        That person shall cease to be a Provisional member of the Club; and

(b)        the joining fee (if any) and subscription submitted with the nomination shall be returned to that person.”

  • deleting the word “are” after the word “members” in Rule 12.3 and inserting the words “may be”.
  • inserting the following new Rule 12.5:

“12.5     The Secretary or senior employee then on duty may refuse a Provisional member admission to the Club’s premises or terminate the membership of any Provisional member at any time without notice and without having to provide any reason.  If the membership of a Provisional member is terminated in accordance with this Rule, the Club must return any joining fee and annual subscription (if any) paid by the Provisional member when applying for membership of the Club.”

  • “inserting at the end of Rule 13.1(c) the words “(as defined in the in the Registered Clubs Act).”
  • inserting at the beginning of Rule 14.1 the words “Subject to any exemptions contained in the Registered Clubs Regulation or any exemptions approved by the relevant regulatory body”.
  • inserting the following new Rule 14.3 and renumbering the remaining provisions of Rule 14 accordingly:

“14.3     A person may be admitted to Temporary membership for a period of up to, but not exceeding seven (7) consecutive days (or such longer period as approved by the relevant regulatory body). A person admitted to Temporary membership under this Rule shall only be required to enter their relevant details in the register of Temporary members referred to in Rule 18.1 (c) on the first day that they enter the Club’s premises during that period.”

  • inserting the following new Rules 15.4(c) and (d) and renumbering the remaining provisions of Rule 15.4 accordingly:

“(c)      the email address of the applicant;

  • the telephone number of the applicant;”
    • deleting the existing Rule 15.4(d) and renumbering the remaining provisions of Rule 15.4 accordingly.
    • inserting the words “if any” after the word “subscription” in Rules 15.5 and 15.7.
    • deleting from Rule 15.8 the words “and address”.
    • deleting Rule 16.1 and inserting the following new Rule 16.1:

“16.1     For the purposes of section 30 (2B) of the Registered Clubs Act, the Board shall determine the joining fees, subscriptions, and other payments (excluding levies) payable by members of the Club.”

  • deleting Rules 16.3 and 16.4 and inserting the following new Rules 16.3 and 16.4:

“16.3     Any person elected during the financial year of the Club to any class of membership shall pay such proportion of the annual subscription as may be determined by the Board from time to time.

16.4      All joining fees, subscriptions, levies and other payments shall be due and payable on a date, or dates, determined by the Board and the Board shall notify members of the relevant due date or dates in such manner determined by the Board.”

  • inserting the words “or who has failed to renew their membership by the due date,” after the words “due date” in Rule 16.5.”
  • deleting Rule 16.6 and renumbering the remaining provision.
  • deleting from Rule 17.1 the words “any member who is not a Financial Member (as defined in Rule 3.2)” and inserting the words “a Non-Financial member”.
  • deleting Rule 18.1(a)(ii) and renumbering the remaining provisions accordingly.
  • inserting at the beginning of the new Rule 18.1(a)(iv) the words “for the purposes of the Registered Clubs Act only,”.
  • deleting Rule 19 and inserting the following new Rule 19:

“19.       NOTIFICATION TO CLUB REGARDING CHANGE IN MEMBER’S DETAILS

19.1      Every member must advise the Secretary of any change to their personal details (including their address, email address and telephone number) within seven (7) days of the change to their personal details.”

  • inserting new Rule 20.2(a)(ii) and renumbering the remaining provision accordingly:

“(ii)        the particulars of the charge, including the alleged facts and circumstances which give rise to the charge against the member;”

  • deleting from the new Rule 20.2(b) the words “by a prepaid letter sent by post to the member’s last known address” and inserting the words “at least” after the word “writing”.
  • inserting the following new Rule 20.2(c)(iii):

“(iii)       call witnesses provided that:

(1)        if a proposed witness fails to attend the hearing or provide evidence at the hearing, the Board can still hear and determine the charge; and

(2)        the Club cannot and will not force any person (including a member) proposed by the member charged as a witness to attend and provide evidence at the hearing. The member charged must act in an appropriate manner at the meeting (and in particular and without limitation, the member must not act in an offensive or disruptive manner).”

  • deleting existing Rule 20.2(e) and inserting the following new Rules 20.2(d) and (e) and renumbering the remaining provisions accordingly:

“(d)       If the chairperson determines (in their absolute discretion) that the member charged is not acting in an appropriate manner, the chairperson may issue the member charged with a warning regarding the member’s conduct and advise the member that if the member fails to comply with the warning, the member may be asked to leave the meeting and the Board will continue to consider and deal with the charge in the absence of the member.

(e)        If the member charged does not comply with the warning given in accordance with paragraph (d) of this Rule, the chairperson (in their absolute discretion) may exclude the member charged from the meeting and continue to consider and deal with the charge in his or her absence.”

  • deleting the existing Rules 20.2(g) and (h).
  • inserting new Rule 20.2(g):

“(g)       After the Board has considered the evidence put before it, the Board may:

(i)         in the case of a decision under Rule 20.2(f)(i) of this Rule, immediately inform the member of the Board’s decision; or

(ii)        in the case of a decision under Rule 20.2(f)(ii), inform the member of the Board’s decision in writing within seven (7) days of the date of the decision of the Board.”

  • deleting from new Rule 20.2(h) the words “and is at the meeting” after the word “guilty,” and the words “at the meeting” after the word “opportunity” and inserting at the end of the Rule “The Board shall, in its absolute discretion, determine whether or not the member will address the issue of penalty:

(i)         At the meeting or afterwards; and

  • by way of verbal or written submissions or a combination of thereof.”
  • inserting new Rule 20.2(i):

“(j)        After the Board has made a decision on the issue of penalty, the Board must advise the member of its decision.”

  • deleting from new Rule 20.2(j) the words “by secret ballot”.
  • inserting the following new Rule 20.2(m):

“(n)       The Board may authorise the Secretary and other persons to attend the meeting to assist the Board in considering and dealing with the charge but those persons shall not be entitled to vote at the meeting.”

  • inserting new Rule 20.3 and renumbering the remaining provisions accordingly:

“20.3     The outcome of disciplinary proceedings shall not be invalidated or voided if the procedure set out in Rule 20.2 is not strictly complied with provided that there was no substantive injustice for the member charged.”

  • inserting a new heading “Provisional Suspension Pending Disciplinary Hearing” above new Rule 20.4.
  • deleting from new Rule 20.4 the words “or for five (5) weeks whichever is the sooner”.
  • deleting old Rules 20.5, 20.6 and 20.7 and inserting the following heading and new Rules 20.5 to 20.10:

PROVISIONAL SUSPENSION PENDING DISCIPLINARY HEARING

20.5      If, in the opinion of the Secretary (or his or her delegate), a member has engaged in conduct that is unbecoming of a member or prejudicial to the interests of the Club, then the Secretary (or his or her delegate) may suspend the member from some or all rights and privileges as a member of the Club for a period of up to twelve (12) months.

20.6      In respect of any suspension pursuant to Rule 20.5, the requirements of Rule 20.2 shall not apply.

20.7      If the Secretary (or his or her delegate) exercises the power pursuant to Rule 20.5, the Secretary (or his or her delegate) must notify the member (by notice in writing) that:

(a)        the member has been suspended as a member of the Club; and

(b)         the period of suspension;

(c)         the privileges of membership which have been suspended; and

(d)        if the member wishes to do so, the member may request by notice in writing sent to the Secretary) the matter be dealt with by the Board pursuant to Rules 201 and 20.2.

20.8      If a member submits a request under Rule 0:

(a)        the member shall remain suspended until such time as the charge is heard and determined by the Board; and

(b)        the Club must commence disciplinary proceedings against the member in accordance with the requirements of Rule 20.2Error! Reference source not found.;

20.9      The determination of the Board in respect of those disciplinary proceedings shall be in substitution for and to the exclusion of any suspension imposed by the Secretary (or his or her delegate).

20.10    This Rule 20 applies to Full members only and it does not limit or restrict the Club from exercising the powers contained in Rule 23 of this Constitution and the powers contained in section 77 of the Liquor Act.”

  • deleting from Rule 23.1(c) the words “or the Liquor Act” and inserting the words “, Liquor Act and any other applicable law”.
  • inserting into Rule 23.1(f) the words “or the employee exercising this power” after the word “Secretary”.
  • inserting into Rule 23.1(g) the words “, by law” after the words “club licence”.
  • inserting at the end of Rule 27.1 the words “As and from the Annual General Meeting to be held in 2023 and for the purposes of conducting the election of the Board, the Board shall consist of seven (7) directors who shall comprise a President, a Vice President, a Treasurer and four (4) Ordinary Directors.”
  • deleting Rule 27.4 and inserting new Rule 27.4:

“27.4     A member who:

  • is an employee; or
  • is currently under suspension pursuant to Rules 20 or 21; or
  • is not a Financial member; or
  • is disqualified from being a director by reason of any order or declaration made under the Act, Liquor Act, Registered Clubs Act or any other applicable legislation;
  • is of unsound mind or whose person or estate is liable to be dealt with any way under the law relating to mental health;
  • is prohibited from being a director by reason of any order or declaration made under the Act, Liquor Act, Registered Clubs Act or any other applicable legislation;
  • has at any time been convicted of an indictable offence (irrespective of whether or not a conviction was actually recorded) but it does not include a spent conviction (as defined in the Criminal Records Act 1991);
  • was an employee of the Club during the three (3) years immediately preceding the proposed date of election or appointment to the Board;
  • has been found guilty of a disciplinary charge and suspended from membership of the Club for any period of time (but not including any provisional suspension pending a disciplinary hearing);
  • is a director of another registered club that is located within the same Local Government Area as the Club.,

shall not be eligible to stand for or be elected or appointed to the Board.”

  • deleting the word and figure “four (4)” in Rule 27.5 and inserting the word and figure “three (3)”.
  • inserting new Rule 27.8:

“A member shall not be entitled to be elected or appointed to the Board if he or she does not hold a Director Identification Number on the proposed date of election or appointment to the Board.”

  • inserting new Rules 28.1(e) and (f) and renumbering the remaining provisions accordingly:

“(e)       Candidates are responsible for ensuring that they have correctly completed their nomination form and the Club is not required to notify candidates of an incorrectly completed nomination form.

(f)         The receipt of a nomination form by the Club does not constitute an acknowledgement by the Club that the nomination form has been completed correctly.”

  • inserting new Rule 28.4:

“The election of the Board (including without limitation, the results of the election of the Board) shall not be invalidated or voided if the procedure in Rule 28.1 is not strictly complied with provided there is no substantive injustice for any candidates.”

  • inserting new Rules 29.3(a) 29.3(h) and renumbering the remaining provisions accordingly:

“(a)       delegate any of its powers to directors, members, employees, committees, sub clubs or any combination thereof;”

(h)        “issue requests and directions to members which may be reasonably required for the proper conduct and management of the Club.”

  • inserting new Rule 29.10 and renumbering the remaining provisions accordingly:

“The Board shall have the power to dissolve committees or remove committee members from office.”

  • inserting new Rule 29.11(f):

“(f)        dissolve Sub clubs or remove committee members from office of Sub Clubs.”

  • inserting new Rule 29.18 and renumbering the remaining provisions accordingly:

“All assets in possession and control of a Sub Club (including cash reserves) are owned by the Club.”

  • inserting the words “in person and/or by electronic means” in Rule 30.1 after the word “together”.
  • deleting the words “calendar month” and inserting the word “Quarter” Rule 30.1.
  • inserting new Rule 30.10:

“In addition to Rule 30.8, a resolution may be passed by the Board if the proposed resolution is emailed to all directors and all directors agree to the proposed resolution by sending a reply email to that effect.  The resolution shall be passed when the last director sends their email agreeing to the resolution.”

  • deleting the heading in Rule 31 and inserting the following new heading “MATERIAL PERSONAL INTERESTS OF DIRECTORS”.
  • deleting from Rule 31.1 the words “and in accordance with Section 41C of the Registered Clubs Act”.
  • deleting Rules 31.2 to 31.5 and inserting the following new Rule 31.2:

“31.2     Notwithstanding anything contained in the Act, a director who has a material personal interest in a matter that is being considered at a meeting of the Board, or of the Directors of the Club:

(a)        Must not vote on the matter; and

(b)        must not be present while the matter is being considered at the meeting.”

  • deleting the heading in Rule 32 and Rules 32.1 to 32.4 and inserting the following new heading and Rules 32.1 to 32.15:

REGISTERED CLUBS ACCOUNTABILITY CODE

32.1      The Club must comply with the requirements of the Registered Clubs Accountability Code (as amended from time to time) and the provisions of this Rule 32.  If there is any inconsistency between the Registered Clubs Accountability Code and this Rule 32, the provisions of the Registered Clubs Accountability Code shall prevail to the extent of that inconsistency.

32.2      For the purposes of this Rule 32, the terms “close relative”, “controlling interest”, “manager”, “pecuniary interest” and “top executive” have the meanings assigned to them by the Registered Clubs Act and Registered Clubs Regulations.

CONTRACTS WITH TOP EXECUTIVES

32.3      The Club must ensure that each top executive has entered into a written employment contract with the Club dealing with:

(a)        The top executive’s terms of employment; and

(b)         The roles and responsibilities of the top executive;

(c)         The remuneration (including fees for service) of the top executive;

(d)         The termination of the top executive’s employment.

32.4      Contracts of employment with top executives:

(a)        Will not have any effect until approved by the Board; and

(b)        Must be reviewed by an independent and qualified adviser before they can be approved by the Board.

CONTRACTS WITH DIRECTORS OR TOP EXECUTIVES

32.5      Subject to any restrictions contained in the Registered Clubs Act and Rule 0, the Club must not enter into a commercial arrangement or a contract with a director or top executive or with a company or other body in which a director or top executive has a pecuniary interest, unless the proposed commercial arrangement or contract is first approved by the Board.

32.6      A “pecuniary interest” in a company for the purposes of Rule 0 does not include any interest exempted by the Registered Clubs Act.

CONTRACTS WITH SECRETARY AND MANAGERS

32.7      Unless otherwise permitted by the Registered Clubs Act, the Club must not enter into a commercial arrangement or contract with:

(a)        The Secretary or a manager; or

(b)         Any close relative of the Secretary or a manager;

(c)        Any company or other body in which the Secretary or a manager or a close relative of the Secretary or a manager has a controlling interest.

LOANS TO DIRECTORS AND EMPLOYEES

32.8      The Club must not:

(a)        Lend money to a director of the Club; and

(b)        Unless otherwise permitted by the Registered Clubs Act and Regulations, the Club must not lend money to an employee of the Club unless the amount of the proposed loan is ten thousand dollars ($10,000) or less and the proposed loan has first been approved by the Board.

RESTRICTIONS ON THE EMPLOYMENT OF CLOSE RELATIVES OF DIRECTORS AND TOP EXECUTIVES

32.9      A person who is a close relative of a director or top executive must not be employed by the Club unless their employment is approved by the Board.

32.10    If a person who is being considered for employment by the Club is a close relative of a director of the Club, the director must not take part in any decision relating to the person’s employment.

DISCLOSURES BY DIRECTORS AND EMPLOYEES OF THE CLUB

32.11    A director, top executive or employee of the Club must disclose any of the following matters to the Club to the extent that they relate to the director, top executive or employee:

(a)        any material personal interest that the director has in a matter relating to the affairs of the Club; and

(b)        any personal or financial interest of the director or top executive in a contract relating to the procurement of goods or services or any major capital works of the Club;

(c)        any financial interest of the director or top executive in a hotel situated within forty (40) kilometres of the Club’s premises;

(d)        any gift (which includes money, hospitality and discounts) valued at one thousand dollars ($1,000) or more, or any remuneration (including any fees for service) of an amount of one thousand dollars ($1,000) or more, received by the director, top executive or employee from an affiliated body of the Club or from a person or body that has entered into a contract with the Club.

32.12    The Club must keep a register in an approved form containing details of the disclosures made to the Club in accordance with this Rule 32.”

TRAINING DISCLOSURES

32.13    The Club must make available to members:

(a)        details of any training which has been completed by directors, the Secretary and managers of the Club in accordance with the Registered Clubs Regulation; and

(b)        the reasons for any exemptions of directors, the Secretary or managers from undertaking the training prescribed by the Registered Clubs Regulation.

32.14    The Club must indicate, by displaying a notice on the Club’s premises and on the Club’s website (if any), how the members of the Club can access the information.

PROVISION OF INFORMATION TO MEMBERS

32.15    The Club must:

(a)        make the information required by the Registered Clubs Regulations available to the members of the Club within four (4) months after the end of each reporting period to which the information relates: and

(b)        indicate, by displaying a notice on the Club’s premises and on the Club’s website (if any), how the members of the Club can access the information.”

  • inserting the following new Rule 34.1(a):

“(a)        dies;”

  • deleting the new Rule 34.1(d) and inserting the following new Rule 34.1(d) as follows:

“(d)       is absent from meetings of the Board for a continuous period of ninety (90) days (calculated from the last meeting of the Board attended) without the prior written consent of the Board unless the Board determines that their office is not vacant as a result of that absence.”

  • deleting from Rule 34.1(e) the words “given to the Secretary” after the word “writing”.
  • inserting the following new Rules 34.1(j) to (p) inclusive as follows:

“(j)        was not eligible to stand for or be elected or appointed to the Board.

(k)        ceases to hold the necessary qualifications to be elected or appointed to the Board.

(l)         is convicted of an indictable offence (unless no conviction is recorded).

(m)       is not a Financial member of the Club.

(n)        is found guilty of a disciplinary charge and suspended from membership of the Club for a period exceeding three (3) months.

(o)        is removed from office as a director in accordance with the Act and this Constitution.

(p)        does not hold a Director Identification Number (unless exempted from doing so).”

  • deleting from Rule 34.3 the words “shall have power at any time and from time to time” and replacing them with the word “may”.
  • deleting Rule 35.4(a) and replacing it with the following new Rule 35.4(a):

“(a)       Subject to this Rule 35, the Board must call and arrange to hold a general meeting of the Club on the request of members with at least 5% of the votes that may be cast at the general meeting.”

  • inserting new Rule 35.18 as follows:

“35.18   The chairperson:

(a)        is responsible for the conduct of the general meeting; and

(b)        shall determine the procedures to be adopted and followed at the meeting;

(c)        may refuse a member admission to a general meeting or require a member to leave a general meeting if in his or her opinion, the member is not complying with reasonable directions and/or is acting in an offensive and disruptive manner at the meeting.”

  • amending the heading above Rule 35.39 to read as follows “Adjournment of and use of Technology for General Meetings.”
  • inserting the following new rules 35.43. to 35.46 as follows:

“35.43   The Board may cancel or postpone any general meeting prior to the date on which it is to be held, except where such cancellation or postponement would be contrary to the Act.  The Board may give such notice of the cancellation or postponement as it thinks fit but any failure to give notice of the cancellation or postponement does not invalidate the cancellation or postponement or any resolution passed at a postponed meeting. This Rule will not operate in relation to a meeting called pursuant to a request or requisition of members.

35.44    The Board may withdraw any resolution which has been proposed by the Board and which is to be considered at a general meeting, except where the withdrawal of such a resolution would be contrary to the Act.

35.45    The Club may hold a general meeting (including Annual General Meeting) at two (2) or more venues using any technology that gives the members as a whole a reasonable opportunity to participate at the meeting.

35.46    If permitted by the Act, the Club may hold virtual only general meetings or Annual General Meetings.  The provisions of the Act shall apply to such meetings and to the extent of any inconsistencies between the Act and the Constitution, the provisions of the Act shall prevail.”

  • deleting Rules 43.1 to 43.3 inclusive and inserting the following new Rules 43.1 to 43.5 inclusive:

“43.1     A notice may be given by the Club to any member either:

(a)        personally; or

(b)        by sending it by post to the address of the member;

(c)        by sending it to the electronic address of the member;

(d)        by notifying the member in accordance with Rule 43.2 (in the case of notices of general meetings (including Annual General Meetings) only).

43.2      If the member nominates:

(a)        an electronic means (the nominated notification means) by which the member may be notified that notices of meeting are available; and

(b)        an electronic means (the nominated access means) the member may use to access notices of meeting;

the Club may give the member notice of the meeting by notifying the member (using the nominated notification means);

(c)         that the notice of meeting is available; and

(d)      how the member may use the nominated access means to access the notice of meeting.

43.3      Where a notice is sent to a member in accordance with Rule 44.1, the notice shall be deemed to have been received by the members on the day following that on which the notice was sent.

43.4      Where a notice of general meeting (including Annual General Meeting) is sent to a member in accordance with Rule 43.2, the notice is taken to be given on the day following that on which the member is notified that the notice of meeting is available.

43.5      Unless otherwise required by the Act, the Club will send notices to members in accordance with Rules 43.1(c), 43.1(d) and 43.2.”

  • inserting new heading and Rule 47 as follows:

“47.       MEETINGS AND VOTING

47.1     In accordance with section 30C (3) of the Registered Clubs Act, the Club, the Board, or a committee of the Club may (but is not required to):

(a)        distribute a notice of, or information about, a meeting or election of the Club, the Board, or a committee of the Club by electronic means, and/or

(b)        hold a meeting at which all or some persons attend by electronic means but only if a person who speaks at the meeting can be heard by the other persons attending;

(c)        allow a person entitled to vote at a meeting of the Club, the Board, or a committee of the Club.to vote in person or by electronic means.

47.2      If there is any inconsistency between Rule 47.1 and any other provision of this Constitution, Rule 48.1 shall prevail to the extent of that inconsistency.”

 

Notes to Members on the Special Resolution

  1. The Special Resolution proposes a series of amendments to the Club’s Constitution to bring it into line with best practice and the requirements of the Corporations Act, Liquor Act and Registered Clubs Act (RCA).
  2. Paragraph (a) amends Rule 2 to clarify that each member is bound by the Constitution, and it operates as a contract between the Club and each member, the Club and each Director and between each member and each other member.
  3. Paragraphs (b) and (c) amends the definitions used in the Constitution.
  4. Paragraph (d) deletes Rule 10.1 which reflected a former requirement capping membership numbers which has been removed from the RCA.
  5. Paragraph (e) brings the Constitution into line with the RCA and the Corporations Act.
  6. Paragraphs (f), (g) and (h) removes the 6-week time limit on a person’s application for Provisional membership and makes other changes to Provisional membership.
  7. Paragraph (i) clarifies that the definition of Australian Defence Forces is that as used in the RCA when determining whether a person is eligible for Honorary membership.
  8. Paragraphs (j) and (k) relate to changes to Temporary membership to bring into line with the RCA.
  9. Paragraphs (l), (m), (n) and (o) adopt recent amendments to the RCA which remove the requirement to obtain details of a new members occupation and having to put the address on the Notice board for a new member. The club will also collect the email address and mobile number for new members.
  10. Paragraphs (p), (q), (r) and (s) amend the provision dealing with member subscriptions to remove the requirement to charge an annual subscription fee of no less than a minimum of $2.00. This requirement has recently been removed from the RCA.
  11. Paragraph (t) sets out the restrictions on the rights and privileges of non-financial members.
  12. Paragraphs (u) and (v) amend the membership register requirements to reflect the RCA.
  13. Paragraph (w) clarifies that members must notify the Club of changes to their contact details.
  14. Paragraphs (x) to (hh) inclusive amend the existing provisions relating to disciplinary matters to bring the Constitution into line with best practice.
  15. Paragraphs (ii) and (jj) amends the provision dealing with the provisional suspension of membership pending a disciplinary hearing in rule 20.4 so that the provisional suspension will last until the hearing of the disciplinary hearing and not end within 5 weeks if the hearing has not taken place.
  16. Paragraph (kk) will introduce new rules 20.5 to 20.10 giving additional power to the Secretary to discipline members and give a suspension for up to 12 months with the right in the member to request that the matter be heard before the Board in the usual way.
  17. Paragraphs (ll), (mm) and (nn) inclusive amend existing provisions relating to the removal of persons from the Club’s premises to bring the Constitution into line with the Liquor Act.
  18. Paragraphs (oo) and (qq) will amend existing rules 27.1 and 27.5 so that as and from the Club’s AGM to be held in 2023 the number on the Board will reduce from 9 to 7 and the Board will consist of a President, a Vice President, a Treasurer and 4 other directors. In addition to this the number of Associate members eligible to be elected or appointed to the Board will reduce from 4 to 3 in line with the reduction of numbers on the Board from 9 to 7 so that the ratio of RSL to Associate members remains similar.
  19. Paragraph (pp) sets out additional grounds upon which a member will be ineligible to be elected to the board including if they are a director of another registered club located in the same Local Government Area as the Club.
  20. Paragraph (rr) inserts a new rule 27.8 which requires all directors to have a Director Identification Number as required under the Corporations Act.
  21. Paragraph (ss) simply clarifies that every member is responsible for ensuring that their nomination form for the board is correctly completed.
  22. Paragraph (tt) simply clarifies that a failure to strictly follow all the procedures in the Constitution in relation to the election of the board does not invalidate the election process.
  23. Paragraphs (uu) up to and including (xx) amend existing provisions relating to the powers of the Board to bring the Constitution into line with best practice. The powers of the Board remain unchanged.
  24. Paragraphs (yy) and (zz) amend existing Rule to allow the Board to meet using technology and whenever required but at least once every 3 months. This reflects a recent change to the RCA which removed the requirement for the board of a club to meet at least once a month and replaced it with a requirement to meet at least once every 3 months.
  25. Paragraph (aaa) clarifies that the Board can pass board resolutions by way of email. This is permitted by the Corporations Act.
  26. Paragraphs (bbb) up to and including (eee) amend existing provisions relating to corporate governance and accountability to bring the Constitution into line with the Registered Clubs Act and adopt the provisions of the Accountability Code which applies to all registered clubs and is set out in Schedule 2 of the Registered Clubs Regulation.
  27. Paragraphs (fff), (ggg), (hhh) and (iii) amends Rule 34.1 which deals with the grounds upon which a casual vacancy on the Board of the Club will arise.
  28. Paragraph (jjj) makes a small amendment to Rule 34.3 to clarify that the Board may fill a casual vacancy on the Board if it decides to do so.
  29. Paragraph (kkk) amends Rule 35.4(a) which deals with members right to call on the Board to convene a general meeting of the Club so that the rule will comply with the Corporations Act which now requires 5% of the voting membership to sign a request for a general meeting removing the 100 member rule.
  30. Paragraph (lll) adds a new Rule 35.19 which sets out the powers of the chairperson of a general meeting in more detail which reflects the general law.
  31. Paragraph (nnn) adds in new rules 35.43 to 35.46 inclusive relating to general meetings (including Annual General Meetings) including giving the Board the power to cancel or postpone a meeting except one called at the request of members to bring the Constitution into line with the Corporations Act.
  32. Paragraph (ppp) amends existing provisions regarding notices to members to bring the Constitution into line with the Corporations Act and adds a new Rule 47 which reflects recent changes to the RCA including allowing the Club to send Notice of a general meeting and documents relating to a meeting electronically.

Dated: 15th May 2022                                         By direction of the Board

                                                                            John Sinclair                                                    Chief Executive Officer