NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice is hereby given that an Extraordinary General Meeting of Bankstown District Sports Club Limited (ABN 88 000 243 916) (Bankstown) will be held at the Club’s premises on Level 2, Events Centre, 8 Greenfield Parade, Bankstown at 7:00 pm on Monday, 10 October 2022
1.BusinessOpening2.Attendance and quorum
3. Apologies
4. Ordinary Resolution 1 – Amalgamation with Bankstown Golf Club:
To consider and if thought fit, pass an Ordinary Resolution approving in principle an amalgamation of Bankstown District Sports Club Ltd and Bankstown Golf Club Ltd as follows: “That the members hereby approve in principle:
a. The amalgamation of Bankstown Golf Club Ltd: ABN 89 000 020 280 with Bankstown District Sports Club Ltd: ABN 88 000 243 916, such an amalgamation to be effected by;
i. the continuation of Sports Club (as the Amalgamated Club) and the dissolution of Golf Club; and
ii. the transfer of the Club Licence of Golf Club to Sports Club; and
b. The making of an application to the Independent Liquor and Gaming Authority for the transfer of the Club Licence of Bankstown Golf Club Ltd to Bankstown District Sports Ltd for the purposes of such amalgamation".
5. Special Resolution 1 – Variation of Constitution:
(a) To consider and if thought fit, pass a Special Resolution as follows:
i. Subject to clause b., pursuant to s136(2) of the Corporations Act 2001 and Rule 48 of the Constitution, the Constitution hereby be amended in the form as set out in Annexure A to this Notice;
ii. The amendment of the current Constitution pursuant to clause a. will take effect immediately upon the passing of this Special Resolution;
(b) On the passing of the Special Resolutions in item 5(a), above, the Club will:
i. notify the Australian Securities and Investments Commission (ASIC) of the amendment of the current Constitution of the Company pursuant to these resolutions in accordance with s136(5) of the Corporations Act 2001 (Cth);
ii. notify the Secretary of the Department of Customer Service (or authorised delegate) (Secretary) of the amendment of the current Constitution of the Company pursuant to these resolutions in accordance with s49 of the Registered Clubs Act 1976.
Explanatory Notes to Members on Ordinary Resolution
Amalgamation with Bankstown Golf Club Ltd
1. On 18 January 2022, by way of ClubsNSW Circular 22 006, the Bankstown District Sports Club Ltd (Sports Club) called for expressions of interest in amalgamation from clubs within a radius of fifty (50) kilometres of the Sports Club (EOI).
2. The Sports Club commenced discussions with Bankstown Golf Club Ltd ABN 89 000 020 280 (Golf Club) and on 28 January 2022, the Golf Club lodged an expression of interest in amalgamating with the Sports Club in response to the EOI.
3. Since February 2022, the Sports Club and the Golf Club have been in extensive negotiations regarding a possible amalgamation, which both clubs now propose to progress.
4. On 13 July 2022, the Sports Club and Golf Club executed a Memorandum of Understanding (MOU).
5. The Sports Club will be the continuing club in the amalgamation and the Golf Club will be the dissolving club in the amalgamation. The members of the Golf Club will become members of the Sports Club.
6. A copy of the MOU will be available to members on the Sports Club’s noticeboards and on the Sports Club’s website at https://www.bankstownsports.com/bankstowngolfclub
7. The proposed amalgamation will only proceed if it is approved by the members of each club who are eligible to vote at the meetings and if the amalgamation is approved by the Independent Liquor and Gaming Authority.
8. The key features of the proposal as set out in the MOU are summarised as follows:
(a) Golf Club’s premises will become additional premises of the Sports Club and will be available to all members of the Amalgamated Club.
(b) The Board of Sports Club will be the Governing Body of the Amalgamated Club.
(c) The Chief Executive Officer of Sports Club will become the Chief Executive Officer of the Amalgamated Club. The Golf Club CEO will be the approved manager of the Golf Club premises.
(d) The members (subject to their consent and if not already members) of Golf Club will become members of Sports Club.
(e) Sports Club will (with effect from the completion of the Amalgamation) establish a new class of members to be known as Golf Club members for identification purposes only under section 17AC of the Registered Clubs Act.
(f) Under the terms of the MOU, Sports Club will:
(i) Create a master plan for the development of a new clubhouse, brewery and distillery and seniors living land on the premises;
(ii) Establish a capital replacement program for the golf course equipment and golf carts;
(iii) Establish a Golf Committee to oversee the management and operating of golfing activities;
(iv) Retain at least 150 car parking spaces for use by Golf Club members and a minimum of 18 golfing holes;
(v) Commit an amount of $100,000.00 per year to the Golf Club, which will be increased by CPI each year and commencing on the fifth anniversary of the date of the completion of amalgamation. The funding will be committed towards the capital development of the golf course.
(g) The Club Licence of Golf Club will be transferred to Sports Club under section 60A of the Liquor Act 2007. The Golf Club’s poker machine and gaming entitlements will be transferred to the Sports Club.
(h) Sports Club will retain all staff on terms no worse than what currently exists, either at Bankstown or any other venue associated with Bankstown Sports, subject to acceptability by individual staff of Golf Club.
(i) Sports Club will continue to trade from the Golf Club premises for at least twenty (20) years from the completion of the Amalgamation.
9. If the Independent Liquor and Gaming Authority is satisfied that the amalgamation can proceed (as the members of both clubs have approved the amalgamations of their clubs at separate general meetings), it will grant approval of the transfer of Golf Club’s Licence to take effect upon the completion of the commercial matters required to complete the amalgamation (as contained in the MOU).
10. The assets and liabilities of the Golf Club will then be transferred to the Sports Club as contemplated in the MOU and the members of the Golf Club will be invited by the Sports Club to become members of Bankstown. The invitation to membership of the Sports Club is required because under the Corporations Act 2001 a person cannot become a member of a company if that person has not consented to membership.
11. After the assets and liabilities of Golf Club have been transferred to the Sports Club and the amalgamation has been effected Sports Club will then proceed to liquidation and be wound up.
12. Members should read the Explanatory Notes to Members set out above which explains the general nature and effect of the Ordinary Resolution. Members should also read the Memorandum of Understanding between the Sports Club and the Golf Club.
Explanatory Notes to Members on Special Resolution 1 Amendments to Club’s Constitution
At the Extraordinary General Meeting, members will be asked to consider a Special Resolution to make amendments to the Club’s Constitution in relation to the following matters:
• Board Meetings
• Displaying Addresses
• Membership Fees
(“Registered Clubs Act Amendments”)
• Addition of Class of Membership for Bankstown Golf Club Members
• Disciplinary Procedures
• Remuneration of Board Members
• Incorporation of ClubsNSW Gaming Code of Practice
This Explanatory Memorandum is to assist members to understand the nature of the changes, the intended effect of those changes, and why the Board recommends that members agree to pass the Special Resolution to amend the Constitution as Membersproposed.who
wish to review the proposed amendments and the amended Constitution can inspect a draft amended Constitution at the Club upon request from the Club’s office. A copy of the proposed amended Constitution and the current Constitution is also available for download from the Club’s website at https://www.bankstownsports.com/policies regulations
The proposed amendments to the Club’s Constitution have been prepared by the Club’s lawyers, in addition to this Explanatory Memorandum.
Registered Clubs Act Amendments
In December 2021, the Registered Clubs Act 1976 was amended by the Customer Service Legislation Amendment Act 2021 as follows:
(a) A registered club is no longer required to: (i) obtain the occupation details of an applicant for membership or keep the member’s occupation in the club’s register of members; and (ii) display the address of applicants for membership on the club noticeboard.
(b) There is no longer a requirement for clubs to charge members a minimum subscription fee of $2.00.
(c) The board of a club is now only required to meet at a minimum of once each quarter (being a period of three months ending on 31 March, 30 June, 30 September, or 31 December).
(d) A new ‘deemed rule’ has been added which allows a club or its governing body or committee to: (i) distribute a notice of, or information about, a meeting or election of the registered club, governing body or committee by electronic means, and (ii) 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, and (iii) allow a person entitled to vote at a meeting of the registered club, governing body or committee to vote in person or by electronic means.
The Board has considered the above and wishes to update the Constitution to ensure it is compliant with the Registered Clubs Act, as amended. In relation to the minimum subscription fee, the Constitution will simply be amended to allow the Club to reduce the minimum subscription fee to nil. The new deemed rule in relation to electronic notices and meetings already applies to the Club by virtue of the legislation, however the Board wishes to incorporate these provisions in the Constitution. The Board wishes to remove the requirement to obtain occupation details and to display the address of members on the club noticeboard as this is information which is protected under privacy legislation in NSW. The Constitution must be amended to ensure that the Club is not required to display this information, as this would be a breach of privacy legislation (now that the Registered Clubs Act does not require it to be displayed.
Disciplinary Procedures
The Club has an existing procedure for disciplinary proceedings (set out in Rule 22 of the Constitution) which empowers the Board to reprimand, fine, suspend, expel or accept the resignation of any member, if that member:
(a) in the reasonable opinion of the Board, has wilfully refused or neglected to comply with any of the provisions of this Constitution or any By Law; or (b) is, in the reasonable opinion of the Board;
(i) guilty of any conduct prejudicial to the interests of the Club; or
(ii) guilty of conduct which is unbecoming of a member; (iii) guilty of any conduct which renders a member unfit for membership of the Club.
Rule 22 sets out the procedure which is to apply if the Board wishes to exercise this power.
The amendment proposed at Rules 22.7 to 22.11 introduces a new disciplinary power for the Secretary (or his or her delegate) which can be exercised separately from the disciplinary powers provided in Rules 22.1 to 22.6.
The Board feels that the Secretary should be empowered to suspend a member who contravenes any of the conduct which is the subject of Rule 22.1(a) or (b). Practically, the proposed amendment means that the Secretary will have the power to suspend a member for a period of up to 12 months, if the member has engaged in any of the conduct referred to above.
Remuneration of Board Members
Pursuant to the Registered Clubs Act, a member is not entitled to derive, directly or indirectly, any profit, benefit or advantage from the club that is not offered equally to every full member of the club. However, the exception to this rule is contained in section 10(6) of the Act which provides that a member may derive or be entitled to derive any profit, benefit or advantage from the club that is not offered equally to every full member of the club if:
“the profit, benefit or advantage consists only of a sum of money paid to the member in respect of his or her services as a member of the governing body or of any committee of the club and that payment has been approved by a resolution passed at a general meeting on which the persons entitled to vote are the same as the persons entitled to vote at the annual election of the governing body of the club.”
The members of the Board of the Club do not receive any form of monetary benefit from the Club except for the reimbursement of their travel expenses and the payment of director expenses in the amount of $150,000.00 per annum.
The Board has considered the future direction of the Club and feels that the members of the Board (now and in the future) should be fairly remunerated for their time and effort spent overseeing the management and operation of the Club. Any amount of remuneration must provide a benefit to the Club, be for a reasonable amount, and be approved by the members of the Club who are entitled to vote at a general meeting. Pursuant to the disclosure requirements in the Corporations Act 2001, any amount of remuneration provided to the Board of Directors will be disclosed in the Club’s Annual Report and Financial Statements.
Incorporation of ClubsNSW Gaming Code of Practice (Code of Practice)
The Club has been a member of ClubsNSW for more than 64 years. During this time, the Club has worked closely with ClubsNSW to ensure that it’s policies and procedures are operated in accordance with the Code of Practice.
Although the Club has always followed the Code of Practice, the Board considers it important that its members are aware of the Code of Practice and that the Club is bound by it. The amendment proposed at Rule 34.1 will incorporate the Code of Practice into the Constitution thereby binding the Club and its Board to the obligations as set out in the Code of Practice.
Procedural Matters in Relation to the proposed Resolutions:
1. Proxy Votes are not allowed under the Registered Clubs Act 1976.
2. The Board recommends that the members adopt the above resolutions as proposed by voting in favour of the Ordinary Resolutions and the Special Resolution. To be passed, the Ordinary Resolutions will require approval from not less than half (50%) and the Special Resolution will require approval from not less than three quarters (75%) of those members who being eligible to do so, vote at the meeting.
3. It is hoped that the above explanation provides members with sufficient background and information to enable them to make an informed decision in relation to the proposed resolutions. However, there may be matters about which members may have questions not covered by this Explanatory Memorandum. In those circumstances, members are invited to raise their questions with the Chief Executive Officer who, if necessary, will obtain advice from the Club’s lawyers and will respond to the member’s queries.
Dated:
BY DIRECTION OF THE BOARDMichael Clancy
Acting
3.ANNEXURECEOADEFINITIONS
In this Constitution unless there be something in the subject or context inconsistent therewith:
3.1 (m) "Quarter” means a period of three (3) months ending on 31 March, 30 June, 30 September and 31 December.
3.2 “Financial member”. A member shall not be a financial member of the Club if:
(a) the member's subscription or any part thereof has not been paid in accordance with Rule 0 (if any is payable); or
(b) any money (other than a member’s subscription) owing by that member to the Club has remained unpaid at the expiration of fourteen (14) days from service on that member of a notice from the Club requiring payment thereof; and
in either case that member shall be and remain non financial for the purposes of Rule 19 until the full amount owing is paid to the Club.
8.2 Subject to the provisions of Section 10(6) and Section 10(6A) of the Registered Clubs Act and this Constitution, a member of the Club, whether or not he or she is a director or a member of any committee of the Club shall not be entitled under the Constitution of the Club or otherwise to derive directly or indirectly any profit, benefit or advantage from the Club that is not offered equally to every Full member of the Club.
8.4 Nothing in this Constitution shall prevent the payment:
(a) in good faith of reasonable and proper remuneration to any employed officer or other employee of the Club; or
(b) in good faith of reasonable and proper remuneration to any member of the Club in return for services actually rendered;
(c) of interest at a rate not exceeding interest at the rate for the time being charged by bankers in Sydney for overdrawn accounts on money lent by a member to the Club;
(d) of reasonable and proper rent for premises demised or let by any member to the Club.
8.5 A director or member of the Board may receive from the Club remuneration (to be determined by the Secretary in his or her absolute discretion) or other benefit in money or monies worth in respect of his or her duties, including by way of:
(a) salaries, wages, leave entitlements, bonuses and any other allowances or concessions;
(b) an honorarium in accordance with Section 10(6)(b) of the Registered Clubs Act; or
(c) repayment of out of pocket expenses in accordance with Section 10(6) (d) of the Registered Clubs Act.
10.2 The Full membership of the Club shall be divided into the following categories:
(a) Club members; and
(b) Life members;
(c) Auburn Tennis Club members;
(d) Bankstown Bowling Club members;
(e) Baulkham Hills Sports Club members;
(f) Birrong Sports Club members;
(g) Greenacre Bowling Club members;
(h) Bankstown Golf Club members.
BANKSTOWN GOLF CLUB MEMBERS
10.23 Bankstown Golf Club members shall be those members who were full members (as defined in the Registered Clubs Act) of Bankstown Golf Club Limited and who were admitted to membership of the Club for the purpose of
the amalgamation between the Club and Bankstown Golf Club Limited.
10.24 Bankstown Golf Club members shall be eligible to transfer to Club membership but shall also be identified as Bankstown Golf Club members.
12.2 Any application for transfer of membership pursuant to Rule 12.1 together with any additional subscription shall be deposited at the office and the Secretary shall cause the name of the applicant to be exhibited on the Club Notice Board for a continuous period of not less than seven (7) days before the transfer of the applicant to another class of membership of the Club.
12.3
A member will not be entitled to any refund of membership fees (if any) or any part thereof if their application for transfer is approved.
16.9 The full name of each applicant for membership shall be placed on the Club Notice Board and shall remain on the Club Notice Board for not less than seven (7) days
18.1 Subject to Rule 18.1A, joining fees, subscriptions, levies and other payments payable by members of the Club shall be such as the Board may from time to time determine provided that the annual subscription shall be not less than the minimum subscription provided from time to time by the Registered Clubs Act.
18.1A The Board may, at any time, suspend or waive the payment of joining fees, subscriptions, levies or any other payments in respect of any membership class pursuant to this Constitution.
18.2 In accordance with the Registered Clubs Act, the Board may from time to time, determine that subscriptions (if any) are payable by monthly, quarterly or half yearly instalments, in advance, or for more than one (1) year in advance.
18.3 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 provided that it is not less than $2.00 (excluding Goods & Services Tax) or such other minimum subscription provided from time to time by the Registered Clubs Act.
18.4 All joining fees, subscriptions, levies and other payments (if any) shall be due and payable on a date, or dates, determined by the Board from time to time.
18.5 Any person who has not paid his or her joining fee, subscription, levy or other payment by the due date (if any) shall cease to be entitled to the privileges of membership of the Club and by resolution of the Board may be removed from membership of the Club and the provisions of Rule 22.1 and Rule 22.2 shall not apply to such resolution.
20.1 (v) the date on which that member last paid the annual fee for membership of the Club (if any) (excluding Life members).
22.2 (a) The member charged shall be notified of the matters in paragraph (a) of this Rule 22.1, by notice in writing by a prepaid letter sent by post to the member's last known address or, if one has been recorded in the Register of Members, the electronic address, at least fourteen (14) days before the meeting of the Board at which the charge is to be heard.
22.6
The provisions of Rules 22.1 and 22.2 shall not apply to any member suspended or expelled pursuant to Rule 22.4.
ADDITIONAL DISCIPLINARY POWERS OF CLUB SECRETARY
22.7
If, in the opinion of the Secretary (or his or her delegate), in his or her absolute discretion, a member has engaged in conduct that is the subject of Rule 22.1(a) or (b), 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.
22.8 In respect of any suspension pursuant to Rule 22.7, the requirements of Rules 22.1 and 22.2 shall not apply.
22.9
If the Secretary (or his or her delegate) exercises the power pursuant to Rule 22.7, the Secretary (or his or her delegate) must notify the member (by notice in writing):
(a) that the member has been suspended as a member of the Club;
(b) the conduct which the member is alleged to have engaged in, the date and place at which the conduct occurred and any other details required to allow the member to be fairly appraised of what is alleged
against him or her;
(c) the period of suspension;
(d) the privileges of membership which have been suspended; and
(e) that 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 22.1 and 22.2.
22.10 If a member submits a request under Rule 22.9(e):
(a) the Club must commence disciplinary proceedings against the member in accordance with the requirements of Rule 22.2;
(b) the member shall remain suspended until such time as the charge is heard and determined by the Board; and
(c) 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).
22.11 This Rule 22 applies to Full members only and it does not limit or restrict the Club from exercising the powers contained in Rule 25 of this Constitution and the powers contained in section 77 of the Liquor Act and section 49(4) of the Gaming Machines Act 2001
32.1 The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit provided that the Board shall meet at least once in each quarter for the transaction of business or such other minimum time as may be provided from time to time by the Registered Clubs Act.
REGISTERED CLUBS ACCOUNTABILITY CODE AND CLUBSNSW GAMING CODE OF PRACTICE
34.1 The Club must comply with the requirements of the:
(a) Registered Clubs Accountability Code; and
(b) the ClubsNSW Gaming Code of Practice
(as amended from time to time) and the provisions of this Rule 34. The Secretary (and his or her delegate) shall have the power to do anything which may be necessary to give effect to this Rule.
34.2
37.43
37.4
For the purposes of the Rule 34, the terms “close relative”, “controlling interest”, “manager”, “pecuniary interest” and “top executive” shall have the meanings assigned to them by the Registered Clubs Act and Registered Clubs Regulations.
If permitted by the Act, the Club may hold virtual only general meetings (including an Annual General Meeting). 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.
If the Club holds a general meeting (or Annual General Meeting) pursuant to Rules 37.42 and 37.43, any member who attends that meeting by electronic means and is entitled to vote at that meeting, may be permitted to vote using the same technology.
45.1 (a) by sending it to the electronic address (if any) of the member recorded for that member in the Register of Members kept pursuant to this Constitution ; or