Apr 26, 2016 - must be paid at the current statutory rate on honoraria. NORTH SYDNEY LEAGUES' CLUB LIMITED. ACN 000 147
NORTH SYDNEY LEAGUES’ CLUB LIMITED ACN 000 147 544
NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the Annual General Meeting of North Sydney Leagues’ Club Limited ACN 000 147 544 (Club) will be held as follows: At 12 Abbott Street, Cammeray NSW and by video link at Seagulls Club, Gollan Drive Tweed Heads NSW on Monday 30 May 2016 at 7.00pm
BUSINESS 1. Apologies. 2. To receive and consider the Financial, Directors’ and Auditor’s Reports for the year ended 31st December 2015. 3. To consider and, if thought fit, to pass the Ordinary Resolutions appearing under the heading “Ordinary Resolutions” with regard to benefits of Directors of the Club and others. 4. To consider and if thought fit, to pass the Special Resolution appearing under the heading “Special Resolution” with regard to amending the Club’s Constitution. 5. To declare the results of the 2016 election of the Board. 6. To deal with any other business of which due prior notice has been given in writing. 7. General business. The Club’s Annual Report for 2015 may be viewed on the Club’s website.
ORDINARY RESOLUTIONS FIRST ORDINARY RESOLUTION “(a) That pursuant to section 10(6A)(b) of the Registered Clubs Act 1976 (NSW), the members hereby approve a sum not exceeding $50,000 (plus Goods and Services Tax) and agree to, the members of the Board and the other persons referred to below, during the period up to the next Annual General Meeting, receiving the following benefits and the members further acknowledge that the benefits outlined in sub-paragraphs (I) to (VII) are not available to members generally but only to those members who are elected Directors of the Club and the other persons referred to below: I. The reasonable costs of travel, meals and refreshments to be associated with each Board meeting of the Club;
III. The reasonable costs of Directors attending Industry Association conferences and meetings; IV. The reasonable costs of Directors attending seminars, lectures, trade displays and other similar events as may be determined by the Board from time to time. V. The reasonable costs of Directors attending other registered clubs for the purpose of viewing and assessing their facilities and the method of operation provided such attendances are approved by the Board as being necessary for the benefit of the Club; VI. The provision of blazers and associated apparel for the use of Club Directors when representing the Club; VII. The reasonable cost of Directors and their spouses attending an annual dinner and other industry functions where appropriate and required to represent the Club.” Explanatory Note for Members Regarding the First Ordinary Resolution In accordance with the requirements of section 10 of the Registered Clubs Act 1976 (NSW) (Registered Clubs Act), members are asked to approve the above benefits and expenses for the Board up to the next Annual General Meeting.
SECOND ORDINARY RESOLUTION “That pursuant to section 10(6)(b) of the Registered Clubs Act 1976 (NSW), the members approve the payment of the following honoraria to the Club’s Directors in the period up to the next Annual General Meeting of the Club: President: Vice President: Each other director: Explanatory Note for Members Regarding the Second Ordinary Resolution 1. Under section 10(6)(b) of the Registered Clubs Act, honoraria may be paid to the Directors if it is approved by ordinary resolution of the members. 2. For the purposes of the Superannuation Guarantee (Administration) Act 1992, superannuation contributions must be paid at the current statutory rate on honoraria.
II. The right for Directors to incur reasonable expenses in travelling to and from Directors’ meetings or to other constituted meetings as approved by the Board from time to time on the production of invoices, receipts or other proper documentary evidence of such expenditure; 12 Abbott Street. Cammeray NSW 2062 Tel. 02 9245 3000 I Fax: 02 9955 1543 Email:
[email protected] Web: norths.com.au ABN 92 000 147 544
$12,500 $7,200 $6,000
FITNESS
SPECIAL RESOLUTION
“That the Constitution of North Sydney Leagues’ Club Ltd is amended by: • In Rule 19(a), deleting “(1)” under the heading “Club Members” so that Rule 19(a) will read as follows: “(a) Club members Any person who has attained the age of 18 years and is elected as a Club member.” • Amending Rule 19(c) as follows: »» Adding, in bold type, the heading “Junior members” immediately after the rule number Rule 19(c); »» moving rules 19(c)(1) and 19(c)(2) below the new heading and renumbering those rules respectively as 19(c)(i) and 19(c)(ii), so that Rule 19(c) will read as follows: “(c) Junior members (i) Any person who is under the age of 18 years and who satisfies the Board that he or she has an interest in taking an active part in the sporting activities of the Club on a regular basis, and from whose parent or guardian the Board receives written consent to that person becoming a Junior Member of the Club and taking part in the sporting activities of the Club and who, in the opinion of the Board, is suitable to be elected to Junior membership. (ii) Junior Members shall be ineligible to vote at the election of the Board, attend or vote at General Meetings, hold office, propose or second persons for membership or introduce guests to the Club. Junior Members shall have no part in the management of the Club. Junior members shall use only those areas of the licensed premises of the Club in respect of which an authority has been granted pursuant to Section 22 of the Registered Clubs Act.” • Amending Rule 27(c) by adding at the beginning of the Rule the words “Other than as permitted under the Registered Clubs Act,” so that Rule 27(c) will read as follows: “(c) Other than as permitted under the Registered Clubs Act, Temporary members are not permitted to introduce guests into the Club.” • Deleting Rule 44(a) and inserting instead the following new Rule 44(a): “(a) A ll members have the privilege of introducing guests to the Club but Temporary members may only introduce guests to the Club in accordance with the requirements of the Registered Clubs Act.””
3. Rules 18(d) and 19(c) were introduced in 2011 to create the class of Junior membership. However, 19(c) should have its own heading referring to Junior Members. 4. Renumbering of existing Rules 19(c)(1) and 19(c)(2) respectively to 19(c)(i) and 19(c)(ii) is for consistency with the rule numbering used in other parts of the Club’s Constitution. 5. Under the Registered Clubs Act, Temporary Members can introduce minors (i.e. persons under the age of 18 years) as guests to the premises of a registered club. If the Special Resolution is passed, rules 27(c) and 44(a) will remove any ambiguity regarding the ability of Temporary Members to introduce a minor as a guest to the Club.
GENERAL NOTES TO MEMBERS REGARDING THE ORDINARY RESOLUTIONS AND SPECIAL RESOLUTION 1. To be passed, the Ordinary Resolutions must each receive votes in their favour from not less than a simple majority of those members, who being eligible to do so, vote in person at the meeting. 2. Under the Registered Clubs Act, the members entitled to vote on the First and Second Ordinary Resolutions are the members who are eligible to vote at Board elections (i.e. Life Members and financial Club Members). 3. To be passed, the Special Resolution must receive votes in its favour from not less than three quarters of those members, who being eligible to do so, vote in person at the meeting. 4. Under rule 98 of the Club’s Constitution, the members entitled to vote on the Special Resolution are Life Members and financial Club members. 5. Under the Registered Clubs Act and the Club’s Constitution: a. Members who are employees of the Club are not entitled to vote; and b. Proxy voting is prohibited. 6. The Board recommends that members vote in favour of the Ordinary Resolutions and Special Resolution. Please direct any questions or concerns about the business to be conducted at the Annual General Meeting (including the Financial Reports) to the Chief Executive Officer, if possible at least 7 days before the Annual General Meeting.
Explanatory message regarding the Special Resolution 1. If the Special Resolution is passed, general corrections will be made to Rules 19(a), 19(c), 27(c) and 44(a) of the Club’s Constitution. 2. Rule 19(a) contains only one paragraph. Therefore there is no need for that paragraph to be numbered “(1)”. If the Special Resolution is passed, the internal numbering in Rule 19(a) will be removed. 12 Abbott Street. Cammeray NSW 2062 Tel. 02 9245 3000 I Fax: 02 9955 1543 Email:
[email protected] Web: norths.com.au ABN 92 000 147 544
Mr Luke Simmons Chief Executive Officer By direction of the Board Dated: 26th April 2016
FITNESS
