BOWLERS CLUB OF NEW SOUTH WALES LIMITED
ACN 001 015 701
NOTICE OF GENERAL MEETING AND SPECIAL RESOLUTIONS
NOTICE is hereby given of a General Meeting of the BOWLERS CLUB OF NEW SOUTH WALES LIMITED to be held on Thursday 19 January 2017 commencing at the hour of 6.00pm at the premises of the Club, 95-99 York Street, Sydney, New South Wales.
The business of the General Meeting will be for members to consider and, if thought fit, pass the Special Resolutions set out below.
First Special Resolution
[The First Special Resolution is to be read in conjunction with the notes to members set out below.]
That the Constitution of the Bowlers Club of New South Wales Limited be amended by:
(a) inserting at the beginning of Rule 10.7 the words “Subject to Rule 10.7A and Rule 10.7B”.
(b) inserting the following new Rules 10.7A to 10.7F immediately after the Rule 10.7:
“10.7A An Ordinary member elected to membership after 19 January 2017 is not entitled to exercise the right in Rule 10.7(d) until they have been a member of the Club for at least three (3) continuous years since their last election to membership.
10.7B An Ordinary member elected to membership after 19 January 2017is not entitled to exercise the rights contained in Rules 10.7(b), 10.7(c), 10.7(e), 10.7(f), or 10.7(g), until they have been a member of the Club for at least three (3) continuous years since their last election to membership.”
10.7C Social members shall be persons who have attained the age of eighteen (18) years, have the qualification referred to in 10.7D and are elected to Social membership of the Club.
10.7D. Only persons who in the opinion of the Board who are suitable to Social members of the Club are eligible to be elected to Social membership of the Club.
10.7E Social members are entitled to:
(a) Such privileges and advantages of the Club as may be determined by the Board from time to time;
(b) Introduce guests to the Club.
10.7F Social members are not entitled to:
(a) subject to the Registered Clubs Act and Gaming Machines Act attend and vote at general meetings (including annual general meetings) of the Club;
(b) nominate for and be elected to hold office on the Board;
(c) vote in the election of the Board;
(d) vote on any Special Resolution (including a Special Resolution to amend this Constitution);
(e) propose, second, or nominate any eligible member for any position on the Board;
(f) propose, second, nominate any eligible member for Life membership.”
(c) deleting Rule 26.1 and in its place inserting the following new Rule 26.1:
“The Board shall consist of six (6) directors who shall comprise a President, a Deputy President and four (4) Ordinary directors.”
(d) inserting the following new Rule 27.1(e):
“The member is not a director of any other registered club.”
(e) inserting the following new Rule 27.2A immediately after Rule 27.2:
“27.2A “Single Interest Group” means any of the following:
(a) Sub Clubs which means A sub club within the Club (sub clubs are referred to elsewhere in this Constitution as sections or committees) PROVIDED THAT where separate sub clubs exist for males and females for the same sport or activity, the male and female sub clubs shall be deemed to be the one sub club and therefore one Single Interest Group for the purposes of this Rule insert;
(b) Affiliated Clubs which means another club that the Club recognises as an affiliated club (this can include an incorporated or unincorporated association);
(c) Supported groups which means Any group of members and/or other persons that received financial support worth at least $1,000.00 from the Club, in the previous financial year;
(d) Former members of an amalgamated club which means, where the Club has amalgamated with another registered club, or there is at any time a current Deed of Amalgamation or Memorandum of Understanding for an amalgamation with another registered club – the former members or members of that other club;
(e) Owners of adjacent land which means a group of persons who have, or who are a member, officer or employee of a group or an organisation who has, an interest in any land that is within 100 metres of premises of the Club;
(f) For the purposes of Rule insert (e)
(A) two (2) properties are within 100 metres of each other if any part of the one property is within 100 metres of any part of the other property;
(B) an interest in land includes a direct or indirect ownership interest or a direct or indirect interest as a tenant or mortgagee whether that is held individually or jointly with one or more persons;
(g) A single interest group may be an incorporated or unincorporated association or a body corporate or a firm.
Exclusions of definition of a single interest group
27.2B A sub-committee of the Board is not a Single Interest Group for the purposes of this Rule.
Limit on the number of directors from any single interest group
27.2C At no time can there be more than 2 directors who belong to the same Single Interest Group.
27.2D If at the time of an election for the Board two directors are members of a particular Single Interest Group and neither of those directors are to retire from office for the purposes of that election, no other member of that Single Interest Group shall be eligible to nominate for election to the Board.
27.2E If at an election of Directors where more than two (2) candidates from the same Single Interest Group have nominated for election, only a maximum of two (2) of those candidates can be elected even if those candidates receive more votes than other candidates.
Partial Deferral of Limit
27.2F The limit on the number of Directors from the same Single Interest Group does not prevent any person who is a Director of the Club as at the date of the adoption of this new Rule 27.2F from remaining as a director until the Annual General Meeting held in the year in which that Director is to retire pursuant to Rule 26.3 from continuing as a Director or from being re-elected as a Director at the election for the Board held in that year.
Information from Candidates
27.2G The nomination form to be completed by members seeking to be elected as a Director must require each candidate to provide relevant information, including their qualifications for election as a Director and their membership of any Single Interest Group. The form must include provision for the candidate to verify the information provided by a statutory declaration.
Director joining a Single Interest Group
27.2H A Director whilst they remain a Director shall not be eligible to become a member of a Single Interest Group if to do so would mean that at any one time there would be more than 2 Directors on the Board from the same Single Interest Group.”
(f) inserting the following new Rule 27.11 immediately after Rule 27.10:
“At least 25% of the number of Full members of the Club must be eligible to vote in the election of the Board.
Notes to members on First Special Resolution
1. The First Special Resolution proposes a number of amendments to the Club’s Constitution.
2. Firstly, the First Special Resolution proposes to introduce a minimum period of 3 years membership before members can
(a) vote in the election of the Board;
(b) attend and vote at general meetings of the Club;
(c) nominate members for election to the Board or for Life membership.
3. However, if the First Special Resolution is passed, this will only apply to persons who are admitted to membership after the date of this meeting.
4. The Board is proposing this amendment so that new members will serve a minimum period of membership before being eligible to exercise these rights.
5. Secondly, the First Special Resolution proposes to introduce a new category of membership, which, if the First Special Resolution is passed, will be called Social membership.
6. This category of membership will be for persons who wish to use the social facilities and amenities of the Club and its licensed premises, but who do not want to have the right to become a director, vote in elections of the Board or attend and vote at meetings.
7. Thirdly, the First Special Resolution will confirm that the Board consists of 6 directors.
8. Currently, the Constitution provides that the Board can consist of between 6 and 8 directors, but that if the number of directors falls below 8, the Board is not required to appoint other members to fill the resulting casual vacancies.
9. Over recent times, the Board has operated with less than 8 directors. This is because of resignations from the Board during a term, and the fact that the required numbers of directors have nominated for election. Accordingly, the Board is proposing the amendment to reflect the current situation, namely that there are 6 elected director positions on the Board. This has allowed the Board to operate efficiently.
10. Fourthly, the First Special Resolution, if passed, will provide that a member cannot be a director of the Club if they are a director of any other registered club. This is to avoid the possibility of conflicts of interest.
11. Fifthly, the First Special Resolution proposes to introduce into the Constitution a definition of “single interest group” and provide that no more than 2 members from the same single interest group can be directors at any one time.
12. The definition of “single interest group” is set out in the proposed Rule.
13. This amendment is proposed so that there can be a diversity of views and membership represented at Board level.
Second Special Resolution
[The Second Special Resolution is to be read in conjunction with the notes to members set out below.]
That the Constitution of the Bowlers Club of New South Wales Limited be amended by:
(a) deleting Rule 3.1(b) and in lieu thereof inserting the following new Rule 3.1(b):
““Authority” means the Independent Liquor and Gaming Authority under the Gaming and Liquor Administration Act 2007.”
(b) deleting from Rule 3.2(a) the words, “Rule 15.5” and in lieu thereof inserting the words, “Rule 15.4”.
(c) deleting from Rule 9.5 the words, “Section 73(2)(b)” and in lieu thereof inserting the words, “Section 73(1)”.
(d) deleting Rule 10.1 and in lieu thereof inserting the following new Rule 10.1:
(e) deleting from Rule 17.1(b) the words, “and 31(1)(b1)”.
(f) deleting Rule 17.1(c)(iii) and renumbering the remaining provision accordingly.
(g) inserting into Rule 20.2(b) after the words, “in Rule 19” the words, “except Rule 19.2(j),”.
(h) inserting the following new Rule 27.1(e) if the First Special Resolution is not passed or Rule 27.1(f) if the First Special Resolution is passed:
“Any person who is elected or appointed to the Board, must, unless exempted, complete such mandatory training requirements for directors as required by the Regulations made under the Registered Clubs Act.”
(i) inserting at the end of Rule 27.5 the words, “A nomination can be withdrawn at any time prior to the commencement of voting. An eligible member may be nominated for more than one office.”
(j) inserting at the end of Rule 27.8 the following words:
“If a member who has been nominated for more than one office is elected to a senior office, the member shall be eliminated from the election for the junior office. For the purposes of this Rule 27 the order of seniority shall be:
(b) Deputy Chairperson;
(c) Ordinary director.”
(k) deleting from Rule 28.13(b) the words, “Rules 38 and 39” and in lieu thereof inserting the words, “Rules 37 and 38.”
(l) inserting the following new Rule 34.1(h):
“Fails to complete the mandatory training requirements for directors referred to in Rule 27.1 within the prescribed period (unless exempted).”
(m) deleting Rule 35.4(a) and in lieu thereof inserting the following new Rule 35.4(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 five (5%) percent of the votes that may be cast at the general meeting.”
Notes to members on Second Special Resolution
1. The Second Special Resolution proposes a number of amendments to the Constitution to ensure that the Constitution:
(a) reflects and is consistent with current legislation; and
(b) is up to date and in good working order.
2. Paragraph (a) amends the existing definition of “Authority” to reflect the current definition of this term under the Gaming and Liquor Administration Act.
3. Paragraphs (b) and (k) correct cross references in the Constitution.
4. Paragraph (c) corrects a cross reference to the Gaming Machines Act.
5. Paragraph (d) deletes the existing cap on membership. Previously, the maximum number of members of the Club was restricted by the Registered Clubs Act. The Registered Clubs Act no longer prescribes a maximum number of members for clubs. Accordingly, this provision is not required.
6. Paragraph (e) deletes a cross reference to a provision of the Registered Clubs Act as the Registered Clubs Act no longer contains this provision.
7. Paragraph (f) deletes a provision relating to the particulars required for the Club’s Register of Temporary members. The Registered Clubs Act does not require the Club to record these particulars. Accordingly, this provision is not required.
8. Paragraph (g) inserts an appropriate cross reference to clarify that the Board shall have the final decision in any disciplinary proceedings carried out by a disciplinary committee under Rule 20 of the Constitution. This amendment does not alter the existing powers of the Board or a disciplinary committee in respect of disciplinary proceedings.
9. Paragraph (h) inserts a new provision which requires any person who is elected or appointed to the Board to complete mandatory training requirements for directors as required by the regulations made under the Registered Clubs Act (unless exempted).
10. Paragraphs (i) and (j) insert new provisions relating to the election of directors to the Board which reflect the existing practice of the Club.
11. Paragraph (l) inserts a new provision relating to vacancies on the Board to bring the Constitution into line with the Registered Clubs Act.
12. Paragraph (m) amends an existing provision relating to the calling of general meetings on the request of members to bring the Constitution into line with the Corporations Act. In this regard:
(a) Rule 35 provides that the Board must call and arrange to hold a general meeting of the Club on the request of members with at least five percent (5%) of the votes that may be cast at the general meeting or one hundred (100) members. This reflects the previous requirements contained in the Corporations Act;
(b) The Corporations Act has been recently amended and now provides that the Board of Directors is only required to 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 (and not on the request of one hundred (100) members); and
(c) This paragraph proposes to amend Rule 35, so that it reflects the current requirements of the Corporations Act.
Dated: 15 December 2016
By direction of the Board
Chief Executive Officer