The Murwillumbah Services Club 2020

 

Brand New Bar opened July 2020

 

Springtime Gardens at the Club

 

The Murwillumbah Services Club in 1978

ANNUAL GENERAL MEETING

The Murwillumbah Services Memorial Club Limited

A.B.N 38 001 059 383

 

Notice is hereby given that the Forty-Ninth Annual General Meeting of the Murwillumbah Services Memorial Club Limited will be held at the Club on Monday, 6th December 2021 at 10:15am in the Function Room.

There will be no admittance to the meeting room after 10.15am.

 

AGENDA

  1. Welcome.
  2. Apologies.
  3. Confirm the minutes of the previous Annual General Meeting held on 30th November 2020.
  4. President’s Address.
  5. Presentation of the Auditor’s Report, Directors’ Report and Audited Financial Statements for the period ending 30th June 2021.
  6. To consider the following Ordinary Resolutions.
  7. Special Resolution to be considered
  8. Appointment of Auditor.
  9. Transact any General Business in accordance with the Articles of Association and of which written notice has been received seven days before the Annual General Meeting.
  10. Declare the meeting closed.

 

NOTES:

 

Members are advised that any questions relating to the financial statements are to be made in writing and received by the CEO fourteen days before the Annual General Meeting.

 

By Direction Of The Board

 

Guy Diven

CEO/Company Secretary

 

 

 

FIRST ORDINARY RESOLUTION

 

That pursuant to the Registered Clubs Act:-

 

The members hereby agree to approve expenditure by the club of a sum not exceeding $30,000 until the next Annual General Meeting of the club for the following activities of Directors:

 

  1. The reasonable cost of a meal and beverage to Directors whilst attending official Board or Committee meetings of the club.
  2. The reasonable expenses incurred by directors travelling to and from duly constituted meetings as approved by the Board from time to time on the production of receipts as such evidence.
  3. The provision of corporate attire to Directors, so that whilst on duty and on official occasions they can represent the corporate image of the club.
  4. The reasonable costs of Directors attending the ClubsNSW meetings and Regional meetings.
  5. The reasonable costs of Directors attending the Club Directors Institute.
  6. The reasonable costs of Directors attending the ClubsNSW Annual General Meeting.
  7. The reasonable costs of Directors attending seminars, trade displays, gaming conferences, visitation to other registered clubs for the purpose of observing and assessing their methods of operation and facilities to enable the Board to be kept abreast with current trends and developments which may have significant bearing on the conduct of the club.
  8. The reasonable costs of Directors attending Charity, Community and Formal functions.
  9. The reasonable costs associated with the attendance of Directors’ partners where that attendance is expected or required to represent the club and authorised by the Board.

 

SECOND ORDINARY RESOLUTION

 

Pursuant to the Registered Clubs Act:-

The following Honorariums be paid:

 

President –                    $7,000.               Vice President –           $2,500.          Directors –                     $2,000.

 

THIRD ORDINARY RESOLUTION

 

In accordance with the Clubs Constitution Clause 26, we the undersigned hereby nominate Mr Brian Everett for Life Membership of The Murwillumbah Services Memorial Club Ltd.

 

Proposer: Mr Robert Kaehler (#993)               Seconder: Patricia Lucas (#6713)

 

This motion was tabled and approved by the Board of Directors at the board meeting held on 6th July 2021.

By Direction Of The Board
Guy Diven
CEO/Company Secretary


MURWILLUMBAH SERVICES MEMORIAL CLUB LIMITED
ABN 38 001 059 383

 

NOTICE OF SPECIAL RESOLUTION FOR THE ANNUAL GENERAL MEETING

 

PROCEDURAL MATTERS FOR THE SPECIAL RESOLUTION

  1. To be passed, the Special Resolution must receive votes in its favour from not less than three quarters (75%) of those members who being eligible to do so in person vote on the Special Resolution at the meeting.
  2. The Special Resolution should be read in conjunction with the notes that follow the Special Resolution.
  3. Only Life members, financial Service members and financial Social members of the Club can vote on the Special Resolution.
  4. Under the Registered Clubs Act, members who are employees of the Club are not entitled to vote and proxy voting is prohibited.
  5. The Board recommends the Special Resolution and proposed new Constitution to members.

SPECIAL RESOLUTION

That the Constitution of Murwillumbah Services Memorial Club Limited (the Club) in the form presented to the meeting (and having previously been made available to members) be adopted as the Constitution of the Club in substitution for and to the exclusion of the existing Constitution of the Club (“existing Constitution”).

NOTES TO MEMBERS ON SPECIAL RESOLUTION

  1. The Special Resolution proposes to adopt a new Constitution of the Club to replace the existing Constitution.
  2. Please refer to the Explanatory Memorandum which accompanies this notice as it sets out a summary of the proposed new Constitution and the reasons why it is proposed by the Board.
  3. If members want copies of the proposed new Constitution or the existing Constitution, they can be obtained from the general office.
  4. A copy of the proposed new Constitution and the existing Constitution are also on display on the Club’s website.

 

Dated: 2nd November 2021                     By direction of the Board

_______________________

                                                                       Guy Diven

                                                                       Chief Executive Officer


MURWILLUMBAH SERVICES MEMORIAL CLUB LIMITED
ABN 38 001 059 383

 

EXPLANATORY MEMORANDUM FOR PROPOSED NEW CONSTITUTION

 

At the Annual General Meeting of the Club to be held at 10:15am on 6th December 2021, members will be asked to consider a Special Resolution to adopt a new Constitution to replace the existing Constitution (existing Constitution).

This Explanatory Memorandum is to assist members to understand the proposed new Constitution and why it is appropriate to adopt it.

Members who wish to review the proposed new Constitution can inspect it at the Club where it is prominently on display on the Club’s website together with a copy of the existing Constitution.  Members may also obtain a copy of the proposed new Constitution and the existing Constitution upon request at the Club’s office.

The Club’s lawyers have advised that the Club should adopt a new Constitution to replace the existing Constitution in order to be updated to reflect and comply with the requirements of the Corporations Act, Registered Clubs Act, Liquor Act, Gaming Machines Act, or their respective Regulations.

A summary of the proposed new Constitution and its principal features is set out below.  Significant variations from the existing Constitution are set out in bold.  However, there are many additional new provisions which reflect the requirements of various pieces of legislation which impact on the Club.  These have not been set out in bold.

 

NAME

  1. Rule 1 states that the name of the company is The Murwillumbah Services Memorial Club Limited.

PRELIMINARY

  1. Rule 2.1 states that the Club is a company limited by guarantee and a non-proprietary company.
  2. Rule 2.2 provides that the company is established for the purposes set out in the Constitution.
  3. Rule 2.3 provides that the replaceable rules referred to in the Corporations Act are displaced or modified as provided in the Constitution.
  4. Rule 2.4 provides that the Club must supply a member with a copy of the Club’s Constitution if a copy is requested by a member as prescribed by the Corporations Act.
  5. Rule 2.5 provides that the Constitution has the effect of a contract between the Club and each member and between each member and each Director.

DEFINITIONS

  1. Rule 3 sets out definitions and terms used in the proposed new Constitution.

OBJECTS

  1. Rule 4 sets out the objects for which the Club was established.
  2. The objects reflect those in the existing Constitution. However, slight alterations have been made to bring the objects into line with the Liquor Act and Registered Clubs Act.

WINDING UP AND MEMBER’S LIABILITY

  1. Rule 5 states that the liability of the members is limited. That limit is one dollar ($1.00) as set out in Rule 6.
  2. Rule 6 provides that each member of the Club undertakes to contribute an amount not exceeding one dollar ($1.00) if the Club is wound up and the assets of the Club are insufficient to discharge the liabilities. This undertaking continues for a period of twelve (12) months after the person ceases to be a member.
  3. Rules 7.1 and 7.2 provide that on the winding up of the Club, if there remains any assets (after the satisfaction of all debts and liabilities), those assets shall not be distributed among the members but shall be given or transferred to an institution which has similar objects to the Club which is approved by members. This is a variation from the existing Constitution, which provided that on the winding up of the Club, the remaining assets of the Club (if any) would be provided in the first instance to the RSL Sub-Branch, and then any other institution which has similar objects similar to the Club and has been approved by members.

PROPERTY AND INCOME

  1. Rule 8.1 provides that the property and income of the Club must be applied solely towards the promotion of the objects of the Club.
  2. Rules 8.2 and 8.3 set out specific requirements of the Registered Clubs Act in relation to benefits available to members.
  3. Rule 8.4 provides that a director of the Club cannot be appointed or elected to any office of the Club paid by salary or wages or any similar basis of remuneration.
  4. Rule 8.5 provides that the payment in good faith of reasonable and proper remuneration to any officer, employee or to any member of the Club for services actually rendered is not prohibited.
  5. Rule 8.6 specifies that a director shall not receive from the Club remuneration or any other benefit in money or monies worth except by way of an honorarium, reasonable out of pocket expenses or interest on money lent by the director to the Club or rent on property leased to the Club by the director.

LIQUOR AND GAMING

  1. Rules 9.1 and 9.2 provide that liquor shall only be supplied to persons of or over the age of 18 years in accordance with the Registered Clubs Act.
  2. Rule 9.3 states that a person using the gaming facilities of the Club must be of or over the age of 18 years.
  3. Rules 9.4 to 9.6 inclusive prohibit a person associated with the Club from receiving direct or indirect benefits including but not limited to monetary payments or commissions from liquor sales and/or the use of poker machines at the Club.

MEMBERSHIP

  1. Rule 10.1 states that no person under the age of 18 years is to be admitted as a member of the Club.
  2. Rule 10.2 sets out the categories of Full membership of the Club. The categories of Full membership of the Club are Service members, Social members, Life members and Junior members. This remains unchanged.
  3. Rule 10.3 provides that persons who are not Full members may be admitted to the Club as Provisional members, Honorary members, or Temporary members.
  4. Rule 10.4 provides that the number of Full members having the right to vote in the election of the Board shall not be less than the minimum number of Full members required by the Registered Clubs Act.
  5. Rules 10.6 to 10.20 set out the eligibility requirements for Full membership of the Club (including Life membership) and the rights and entitlements of Members.
  6. Rule 10.7 provides that, subject to any restrictions contained in the Constitution, Service members of the Club are entitled to:
    • playing and social privileges and advantages of the Club; and
    • attend and vote at general meetings (including Annual General Meetings) of the Club;
    • 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.
  7. Rule 10.9 provides that, subject to any restrictions contained in the Constitution, Social members of the Club are entitled to:
    • playing and social privileges and advantages of the Club; and
    • attend and vote at general meetings (including Annual General Meetings) of the Club;
    • 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.
  8. Rule 10.10 provides that Junior members are entitled to such playing and social privileges as determined by the board but they are not entitled to attend and vote at meetings or be elected to the Board, in accordance with the Registered Clubs Act.
  9. Rule 10.18 provides that Life members have the same rights as Service members. The Rules relating to Life members remain the same.

Transfer between classes of membership

  1. Rules 11 deals with the transfer of members between classes of membership. This reflects the existing Constitution.

Provisional Members

  1. Rule 12 deals with Provisional membership. Any person may apply for Provisional membership upon completing and submitting the appropriate membership form and paying the membership subscription in advance.  The eligibility requirements and entitlements of Provisional members reflect the existing practice of the Club.

Honorary Members

  1. Rule 13 deals with Honorary membership in a way that is consistent with the Registered Clubs Act.

Temporary Members

  1. Rule 14 deals with Temporary membership in a way that is consistent with the requirements of the Registered Clubs Act and the existing Constitution.

ELECTION OF MEMBERS

  1. Rule 15 deals with the process of the election of persons to membership of the Club and is consistent with the existing Constitution.

JOINING FEES, SUBSCRIPTIONS AND LEVIES

  1. Rule 16 deals with joining fees, subscriptions, and levies.
  2. Subscriptions shall be due and payable on a date or dates determined by the Board from time to time. Renewal notices must be provided to all members.
  3. Any person who has not paid his or her subscription by the due date shall cease to be entitled to the privileges of membership of the Club and may by resolution of the Board be removed from membership of the Club.

NON-FINANCIAL MEMBERS

  1. Rule 17 clarifies that non-financial members cease to be entitled to all of the rights and privileges of membership, which include the right to attend at the premises of the Club, the right to participate in the social and sporting activities of the Club, the right to vote, the right to attend meetings of the Club and the right to be elected to the Board.

REGISTERS OF MEMBERS AND GUESTS

  1. Rule 18 sets out the registers the Club is required to maintain in respect of members and guests. This is consistent with the Registered Clubs Act.

ADDRESSES OF MEMBERS

  1. Rule 19 requires members to advise the Club of any change in their address and details within seven (7) days to ensure compliance with the Registered Clubs Act and to keep records up to date.

DISCIPLINARY PROCEEDINGS

  1. Rule 20 deals with powers of the Board to discipline members. This Rule reflects the existing Constitution and existing practice of the Club.
  2. Rules 20.5 to 20.9 are new provisions which give the Secretary the power to issue a suspension of membership for a period up to 12 months if Secretary is of the view that a member has engaged in conduct unbecoming of a member etc however the member concerned has the right to request that the matter be referred to the Board to be dealt with in the usual way at a disciplinary hearing.
  3. Rule 21 provides that the Board may delegate its disciplinary powers to a disciplinary committee comprising three (3) directors. The Board retains the power to review a decision of a disciplinary committee provided the Board follows the procedure set out in Rule 21.3.
  4. Rule 22 clarifies that any member suspended from membership of the Club shall, during the period of suspension, cease to be entitled to all of the rights and privileges of membership. This includes the right to attend at the premises of the Club, the right to participate in the social and sporting activities of the Club, the right to vote, the right to attend meetings of the Club and the right to be elected to the Board.
  5. Rule 23 deals with the power given to the Secretary and employees of the Club under the Liquor Act to remove persons from the Club’s premises and to prevent that person from returning to the Club. These powers given to the Secretary and employees are no wider than those given under the Liquor Act.  Rule 23 reflects the existing Constitution, but it is more comprehensive than the existing Constitution.
  6. Rule 24 deals with the procedure for a member to resign from the Club.

GUESTS

  1. Rule 25 deals with guests of members and reflects the provisions of the Registered Clubs Act.

PATRONS

  1. Rule 26 states that the Club may appoint patrons from time to time and sets out the membership status of a patron who is not a member.

BOARD OF DIRECTORS

  1. Rule 27.1 provides that the Board will continue to consist of 6 Directors comprising of a President, a Vice President, and 4 other Directors.
  2. Rule 27.2 also inserts new provisions which clarify that Board has the power to appoint up to two (2) directors to the Board (Board Appointed Directors) in accordance with the Registered Clubs Act and Registered Clubs Regulations. In this regard:
    • The Registered Clubs Act and Registered Clubs Regulations enable boards of registered clubs which have less than seven (7) directors (like the Club, with 6 directors) to appoint up to two (2) Board Appointed Directors.
    • The power to appoint Board Appointed Directors is intended to allow boards to identify persons with particular skills, expertise and experience which may be beneficial to the registered club and allow the Board to appoint those persons to the Board.
    • The provisions of the Registered Clubs Act and Registered Clubs Regulations (being the power referred to appoint Board Appointed Directors) will apply irrespective of whether or not the Constitution contains provisions expressly stating the Board can appoint Board Appointed Directors.
    • Although it is not legally required to do so, the Board believes that it is prudent for the power to appoint Board Appointed Directors to be incorporated into the Constitution, so members are aware of the provisions and their operation.
    • The provisions to be inserted into the Constitution reflect the Registered Clubs Act and Registered Clubs Regulations and do not provide the Board with any powers over and above those contained in the Registered Clubs Act and Registered Clubs Regulations.
    • For the avoidance of doubt:
      • The Board Appointed Directors are in addition to the six (6) directors elected by members or appointed by the Board to fill casual vacancies; and
      • The Board is not required to appoint any Board Appointed Directors, but it may do so if it wishes.
      • Any person appointed by the Board as a Board Appointed Directors only has to satisfy the requirements of the Registered Clubs Act and Registered Clubs Regulations to be appointed and does not have to satisfy any requirement in the Constitution.
      • If a person is appointed to the Board, the Club must, within twenty-one (21) days of the appointment, display a notice on the Club’s noticeboard and website stating the reasons for the person’s appointment, the person’s relevant skills and qualifications and any payments to be made to the person in connection with his or her appointment.
  1. Rule 27.3 provides that only Life members, Service Members who have been financial members of the Club and financial members of the RSL Sub Branch for a period of at least four (4) consecutive years (“eligible Service members” for the purpose of this rule), and Social members who have been financial members of the Club for a period of at least four (4) consecutive years shall be eligible to nominate for and be elected or appointed to the Board of directors of the Club. This is consistent with the existing Constitution.
  2. Rule 27.4 provides that at least three (3) directors on the Board must at all times be Life members or eligible Service members and three (3) directors shall be Social members provided that should at any time there be insufficient nominations from Social members to fill any position or positions then Life members or eligible Service members shall be able to fill that position or those positions. This is consistent with the existing Constitution.
  3. Rule 27.5 provides that for the purpose of conducting the election of each group of two (2) directors each year under the Triennial Rule, one position shall be filed by a Life or eligible Service member and one position shall be filled by a Social member. This is consistent with the existing Constitution.
  4. Rule 27.7 provides that a member who is an employee, or who is currently under suspension pursuant to the disciplinary proceedings rules or who is not a financial member of the Club shall not be eligible to stand for or be elected to the Board.
  5. Rule 27.8 provides that the Board shall continue to be elected in accordance with the Triennial Rule.
  6. Rule 27.9 provides that at the first Board meeting following an Annual General Meeting, the elected directors will continue to elect the positions of President and Vice President from amongst themselves.

ELECTION OF BOARD

  1. Rule 28 retains the procedure for the election of the Board.

POWERS OF THE BOARD

  1. Rule 29 deals with the Board’s powers. The provisions reflect the existing Constitution and the established practice of the Club.

PROCEEDINGS OF THE BOARD

  1. Rule 30 deals with proceedings of the Board. The provisions reflect the existing Constitution and there is no broadening of the Board’s powers.
  2. Rule 30.4 provides that the quorum for a meeting of the Board shall be a majority of the directors.
  3. Rule 30.5 allows the President at any time and the Secretary upon the request of not less than two (2) directors to convene a meeting of the Board. The existing Constitution provided that the Board must meet upon the request of the President or upon the request of not less than three (3) directors.
  4. Rule 30.6 provides that all decisions of the Board are determined by a majority vote. In the case of an equality of votes the chairperson of the meeting has a second or casting vote.
  5. Rule 30.8 allows a meeting of the Board to be called or held using technology consented to by all directors. This is consistent with the Corporations Act and the existing Constitution.

MATERIAL PERSONAL INTERESTS AND REGISTERED CLUBS ACCOUNTABILITY CODE

  1. Rules 31 and 32 introduce new provisions in relation to corporate governance and accountability for the Club which are consistent with the Corporations Act and the Registered Clubs Act.

REMOVAL FROM OFFICE OF DIRECTORS

  1. Rule 33 provides that the members in a general meeting may by ordinary resolution remove any director, or the whole Board, before the expiration of his, her or their period of office and appoint another person or persons in his, her or their place. This Rule reflects the Corporations Act and the existing practice of the Club.

VACANCIES ON THE BOARD

  1. Rule 34.1 clarifies how a casual vacancy on the Board arises. Rule 34.3 states that the Board has the power to fill a casual vacancy. Any person appointed to fill a casual vacancy will hold office only until the next Annual General Meeting.

GENERAL MEETINGS

  1. Rules 35.1 to 35.52 inclusive relate to the calling and holding of general meetings (and Annual General Meetings) of the Club. The Rules are consistent with the existing Constitution, however, they are more comprehensive than the existing Constitution.

ATTENDANCE AND VOTING AT GENERAL MEETINGS

  1. Rules 35.31 to 35.44 inclusive relate to attendance and voting at general meetings.
  2. Only Life members, financial Service members and financial Social members can attend and vote at a general meeting and Annual General Meeting of the Club.
  3. Proxy voting is not permitted. This is a requirement of the Registered Clubs Act.
  4. Every member eligible to vote, either by show of hands or a poll, is entitled to one vote.
  5. A member, who is also an employee of the Club, is not permitted to vote. This is a requirement of the Registered Clubs Act.
  6. All questions and resolutions (other than Special Resolutions) shall be decided by a simple majority of votes.
  7. Voting shall be on a show of hands unless a poll is demanded

QUORUM AT GENERAL MEETINGS

  1. Rules 35.45 to 35.48 inclusive detail the quorum required for general meetings.
  2. Rule 35.45 provides that no business may be transacted at a general meeting unless a quorum of members is present.
  3. Rules 35.46 and 35.47 provide that, at any general meeting (including an Annual General Meeting) convened by the Board) and at any meeting convened at the request of members, fifteen (15) members present in person and eligible to vote constitute a quorum. This is consistent with the existing Constitution.
  4. Rules 35.47 and 35.48 sets out the procedure to be followed if a quorum is not present.

MEMBERS’ RESOLUTIONS AND STATEMENTS

  1. Rule 36 provides for members’ resolutions and statements by members.
  2. Rule 36 also sets out the procedure for members to require the Board to include an item of business or notice of motion in the business of an Annual General Meeting.

MINUTES

  1. Rule 37 provides that minutes of all resolutions and proceedings at general meetings must be entered in the Minute Book within one month of the meeting and signed by the chairperson of that meeting or the chairperson of the next succeeding meeting.

ACCOUNTS

  1. Rule 38 deals with the accounts and reporting to members and is consistent with the Corporations Act and Registered Clubs Act.

FINANCIAL YEAR

  1. Rule 39 provides that the financial year of the Club shall commence on the first day of May in each year and will end on the last day of April in the following year. There is no change to the financial year of the Club.

AUDITOR

  1. Rule 40 requires the Club to appoint an auditor. The auditor holds office until removed by the members in general meeting or resigns from office or dies.  This is a requirement of the Corporations Act.

SECRETARY

  1. Rule 41 requires the Board to appoint one Secretary who will be the Chief Executive Officer of the Club for the purposes of the Registered Clubs Act.

EXECUTION OF DOCUMENTS

  1. Rule 42 deals with execution of documents and the common seal of the Club.

NOTICES

  1. Rule 43 deals with the requirements of giving notice to members. Where a notice of a meeting is sent by post it shall be deemed to have been effectively served on the member on the day following the posting.

INDEMNIFICATION OF OFFICERS

  1. Rule 44 deals with the insurance and indemnification of the officers and auditors of the Club in accordance with the Corporations Act.

INTERPRETATION

  1. Rule 45 deals with the interpretation of the Club’s Constitution and it reflects the existing Constitution of the Club.

AMENDMENTS TO CONSTITUTION

  1. Rule 46 provides for amendments to the Constitution. The Constitution can only be amended by way of Special Resolution passed at a general meeting of members. Only Life members, financial Service members and financial Social members can vote on any Special Resolution to amend the Constitution. This is consistent with the existing Constitution and the existing practice of the Club.

It is hoped that this summary will provide members with sufficient background and information to enable them to make an informed decision in relation to the proposed special resolution to adopt the new Constitution.  However, there may be matters about which members may have questions not covered by this Memorandum.  In those circumstances, they are invited to raise their questions with the Chief Executive Officer who, if necessary, will obtain advice from the Club’s lawyers to pass back to the member.

The Board considers the proposed new Constitution as being a significant improvement on the existing Constitution and it recommends that members vote in favour of the Special Resolution.  To be passed the Special Resolution will need votes from not less than three-quarters (75%) of those members who being eligible to do so vote in person at the meeting.

Dated:  2nd November 2021     

 

 

 

                                               

Guy Diven

Chief Executive Officer