Blacktown Workers Club AGM Notice and Resolutions by DailyPressGroup

NOTICE OF THE ANNUAL GENERAL MEETING Notice is given that the next Annual General Meeting of Blacktown Workers' Club Ltd ACN 000 858 006 (the 'Club') will be held at the Workers Blacktown, 55 Campbell Street, Blacktown, New South Wales at 9:00am on Sunday 10 April 2016. BUSINESS 1

Apologies.

Confirmation of the Minutes of the previous Annual General Meeting held on 29 March 2015.

To receive and consider the Directors Report.

To receive and consider the Financial Report and the Auditor’s Report.

Declaration of the election of the Board and election of the Executive.

Election of the Returning Officer.

To consider and, if thought fit, to pass Ordinary Resolution 1 to approve Directors' benefits.

To consider and, if thought fit, to pass Ordinary Resolution 2 to approve Directors' Honoraria.

To consider and, if thought fit, to pass Ordinary Resolution 3 to approve Life Members and 'Tin Shed' members benefits.

To consider and, if thought fit, to pass Ordinary Resolution 4 to declare part of the Club's property at 170 Reservoir Road Blacktown NSW not to be core property of the Club.

To consider and, if thought fit, to pass the Special Resolution 1 to amend the Club’s Constitution regarding calling of special General Meetings. This resolution is to be proposed as a special resolution pursuant to the Club's Constitution and the Corporations Act 2001 (Cth) (Corporations Act).

To consider and, if thought fit, to pass the Special Resolution 2 to amend the Club’s Constitution to implement biennial Board elections from 2017 as set out below. This resolution is to be proposed as a special resolution pursuant to the Club's Constitution and the Corporations Act.

Any other business brought forward in accordance with the Constitution.

Notes: Members can view and download the Club's Annual Reports for the financial year ending 31 December 2015 from 14 March 2016 on the Club's website www.bwcl.com.au by going to 'Your Club' and selecting 'Reports & Meetings'. The Club will send a copy of those reports by email or post to any Full Member who makes a written request to the General Manager's office. Members can choose to receive Notices of AGM and special General Meetings, along with associated material such as Board election information, by email. If you would like to receive these documents by email, please notify the Club in writing and nominate your preferred email address, or, tick the box on the membership form next time you renew your membership. ORDINARY RESOLUTION 1 That pursuant to the Registered Clubs Act 1976 the members approve and agree to the members of the Board during the period preceding the next Annual General Meeting receiving the following benefits to a total value not exceeding $180,000 (plus GST), and, the members further acknowledge that these benefits are not available to members generally but only to those members who are elected as Directors of the Club and those other members referred to in this resolution: 1

A reasonable meal and refreshment to be associated with each Board meeting of the Club;

The reasonable costs of Directors and their partners attending functions on behalf of the Club; PRESIDENT: K. KELLY TREASURER: J. BUCKLEY JP GENERAL MANAGER: N. VAUGHAN ACCM Dip Bus Campbell Street Blacktown 2148 TELEPHONE: 9830 0600 FACSIMILE: 9830 0633 www.workersclub.com.au

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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 to be reimbursed on the production of invoices, receipts or other proper documentary evidence of such expenditure;

The reasonable cost of Directors and partners attending Clubs NSW General Meeting and meetings of other Associations of which the Club is a member;

The reasonable costs of Directors attending seminars, trade displays, organised study tours, fact finding tours and other similar events as may be determined from time to time;

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;

The provision of Board apparel for the use of Directors when representing the Club and dry cleaning costs as required;

The provision of car parking spaces adjacent to the Club for Directors;

The reasonable costs of entertaining guests of the Club; and

The reasonable costs of an annual dinner for the Board and their partners. EXPLANATORY NOTES – ORDINARY RESOLUTION 1

Under the Registered Clubs Act 1976 (NSW) (Registered Clubs Act) benefits may only be given to Directors and others representing the Club, which are not also available to every Full Member of the Club, if those benefits are approved by ordinary resolution of the members.

Ordinary Resolution 1 will be passed if a simple majority of the members present at the Annual General Meeting who are entitled to vote and who cast a vote on the resolution, vote in favour of the resolution.

Proposer: Terry O'Loughlin (7256) Seconder: Jim Buckley (2210)

ORDINARY RESOLUTION 2 That the members approve the payment of the following honoraria to the Directors of the Club to the total aggregate sum of $69,000 per annum (plus superannuation required to be paid by law) to be paid monthly in arrears for every month a Director holds office, in respect of services to the Club until the next Annual General Meeting, allocated as follows: 1

President – $9,000 ($750 per month); and

Each other Director – $7,500 ($625 per month),

provided that if any Director serves in office for any period of less than a calendar month, then the payment for that month will be prorated on a daily basis. EXPLANATORY NOTES – ORDINARY RESOLUTION 2 1

Under the Registered Clubs Act honoraria payable to the President and other Directors must be approved by Ordinary Resolution. Members are advised that where required by law, the Club will make superannuation contributions in addition to the honoraria at a level which is sufficient to ensure that the Club is compliant with superannuation guarantee legislation.

The members who are eligible to vote on this resolution are those members who are entitled to vote on the election of the Board.

Ordinary Resolution 2 will be passed if a simple majority of the members present at the Annual General Meeting who are entitled to vote and who cast a vote on the resolution, vote in favour of 45049211_5

PRESIDENT: K. KELLY TREASURER: J. BUCKLEY JP GENERAL MANAGER: N. VAUGHAN ACCM Dip Bus Campbell Street Blacktown 2148 TELEPHONE: 9830 0600 FACSIMILE: 9830 0633 www.workersclub.com.au

-3the resolution. Proposer: Warren Fox (6552) Seconder: Ian Shortland (11399)

ORDINARY RESOLUTION 3 That pursuant to the Registered Clubs Act 1976 the members approve and agree to expenditure by the Club of an amount not exceeding $10,000 (plus GST) for special events held for Life Members, VIP Members and other members being the original holders of membership known as the 'Tin Shed Members' including the annual lunch, and such expenditure may include arranging and providing transport for any Life Member, VIP Member or Tin Shed Member to and from such an event if considered appropriate by the Board. EXPLANATORY NOTES â&#x20AC;&#x201C; ORDINARY RESOLUTION 3 1

This resolution is proposed to enable the Board to approve expenditure, within the limit set out in the resolution, to provide benefits associated with the annual lunch and other special events to recognise our Life Members, VIP Members and Tin Shed members. The resolution acknowledges that there may be circumstances where it is appropriate to provide transport for some of those members in order to enable them to attend.

Ordinary Resolution 3 will be passed if a simple majority of the members present at the Annual General Meeting who are entitled to vote and who cast a vote on the resolution, vote in favour of the resolution.

Proposer: Jack Miller (10076) Seconder: Gary Callaghan (41258)

ORDINARY RESOLUTION 4 That the members declare that part of the land comprised in certificate of title 201/880404 known as 170 Reservoir Road Blacktown NSW, being the part marked in blue on the plan attached to this resolution, not to be core property of Blacktown Workers Club Ltd pursuant to section 41J(1) of the Registered Clubs Act 1976 (NSW). EXPLANATORY NOTES - ORDINARY RESOLUTION 4 1

The Board has been investigating options for the best use of the land at the Workers Sports and other land owned by the Club at 213-221 Walters Road Arndell Park NSW (Walters Road Land) as part of its strategic plan for the future of the Club.

A concept plan has been prepared for a redevelopment project (Project), which broadly includes:

(a)

New sports fields and grandstands to be developed on the Walters Road Land. This is planned as the first stage for the Project, so that sports activities can continue.

(b)

Construction of a retirement village on the area where football and cricket fields are currently located (Development Land), marked in blue on the plan attached to this resolution.

(c)

An aged care facility located alongside the retirement village on the Development Land.

In the course of managing the retirement village and aged care facility the Club will need to enter into a range of contracts, such as: (a)

lease or licence arrangements with residents; and 45049211_5

PRESIDENT: K. KELLY TREASURER: J. BUCKLEY JP GENERAL MANAGER: N. VAUGHAN ACCM Dip Bus Campbell Street Blacktown 2148 TELEPHONE: 9830 0600 FACSIMILE: 9830 0633 www.workersclub.com.au

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lease, licence or management arrangements with operators and other service providers.

The Development Land is currently 'core property' of the Club under section 41J of the Registered Clubs Act. ‘Core property’ includes: (a)

the licensed premises of the Club;

(b)

any facility provided by the Club for the use of its members and their guests; or

(c)

any other property declared, by a resolution passed by a majority of the members present at a general meeting of the ordinary members of the Club, to be core property,

unless it has been declared not to be core property by resolution of the ordinary members of the Club in general meeting. 5

Core property cannot be disposed of (including by way of a lease or licence) unless: (a)

the property has been valued by a properly qualified valuer;

(b)

the disposal has been approved at a general meeting of the ordinary members of the Club at which a majority of the votes cast supported the approval; and

(c)

any sale is by way of public auction or open tender conducted by an independent real estate agent or auctioneer,

except in circumstances specified in the Registered Clubs Regulation 2015 (NSW) (Regulation). 6

The exceptions in the Regulation do not provide useful solutions for all the dealings with the Development Land that are likely to be needed in the course of the Project. For example, the Club will ultimately need to grant a long term lease or licence to each resident in the retirement village, and it would not be practical to obtain approval from the Club's members or from the Secretary of the Department of Justice (which is the Department now administering registered clubs legislation) for each individual contract.

Under section 41J of the Registered Clubs Act, the Club's members have the power to reclassify ‘core property’ as ‘non-core’ property by ordinary resolution.

If the Ordinary Resolution is passed: (a)

the Development Land will be re-classified as ‘non-core’ property of the Club;

(b)

the Board and management of the Club will have the flexibility to adapt to changing circumstances that may impact on the Project (such as development consents or any conditions on approvals given by other relevant authorities) and make any necessary changes to the Project plans; and

(c)

the procedures for disposing of core property will not apply to the Development Land, and the Club may enter into leases or licences as necessary to properly manage its investment in the Project.

The Development Land may be subdivided from the rest of the Workers Sports during the development process, but the Board will not be selling land when carrying out the Project. Further, the retirement village will not be a strata development and individual units will not be 'owned' by residents – instead they will have a legal right to occupy their unit under a lease or licence, but ownership will remain with the Club.

The Board intends that the Project will diversify the Club's operations for the future, and that the Development Land (including any subdivided parcels of land) and the completed retirement village and aged care facility will be owned by the Club as a long term investment.

The Walters Road Land marked in green on the plan attached to this resolution, is already noncore property and will remain non-core.

This Project does not include the Club premises or the land currently leased to Travelodge or McDonalds, and this Ordinary Resolution does not change the status of those facilities under the Registered Clubs Act. 45049211_5

PRESIDENT: K. KELLY TREASURER: J. BUCKLEY JP GENERAL MANAGER: N. VAUGHAN ACCM Dip Bus Campbell Street Blacktown 2148 TELEPHONE: 9830 0600 FACSIMILE: 9830 0633 www.workersclub.com.au

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A presentation will be given about the concept plan for the Project at the AGM for the information of members. Members will have a reasonable opportunity to ask questions about the Project and this Ordinary Resolution at the AGM.

The Ordinary Resolution will be passed if a simple majority of those members present and voting (being entitled to do so), vote in favour of the Ordinary Resolution.

Financial Life Members, HCC Life Members, VIP Members and Club Members (including HCC Members) are entitled to vote on the resolution.

Proposer: Terry O'Loughlin (7256) Seconder: Jack Miller (10076)

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PRESIDENT: K. KELLY TREASURER: J. BUCKLEY JP GENERAL MANAGER: N. VAUGHAN ACCM Dip Bus Campbell Street Blacktown 2148 TELEPHONE: 9830 0600 FACSIMILE: 9830 0633 www.workersclub.com.au

Blacktown Workers Club Sports Club Site, 170 Reservoir Road Blacktown Existing and Proposed Core and Non-Core Areas Drawing: PL001-1 Date: 21 October 2015

Background Image © Department of Lands 2015

This is the plan attached to the Ordinary Resolution to declare the Development Land not to be ‘core property’ of the Club at the Annual General Meeting on 10 April 2016

Existing Non-Core Property (Walters Road Land)

Boundary of Club Land(s)

Proposed Non-Core Property (Development Land)

SPECIAL RESOLUTION 1 That the Constitution of Blacktown Workers' Club Ltd ACN 000 858 006 be amended by deleting Rule 72 of the Club's Constitution in its entirety and replacing it with the following new Rule 72: '72.

(a)

The Board may, whenever it thinks fit, convene a General Meeting.

(b)

The Board must, on the request of not less than 5% of members of the Club having at the date of the deposit of the request at the Office of the Club a right to vote at General Meetings of the Club, within 21 days proceed to convene a General Meeting of the Club to be held as soon as practicable, but in any case not later than 2 months after the deposit of the request, and in the case of such request the following provisions shall have effect: (i)

The request shall state any resolution to be proposed at the meeting and must be signed by the members making the request and deposited at the Office of the Club. The request may consist of several documents in identical wording each signed by one or more of those members.

(ii)

If the Board does not within 21 days from the date of the request being so deposited duly proceed to convene the meeting, the members who made the request or any of them representing more than 50% of the members who made the request may themselves convene the meeting. However, any meeting so called must not be held after the expiration of 3 months from the date of such deposit.

(iii)

In the case of a meeting at which a resolution is to be proposed as a special resolution, the Board will be deemed not to have duly convened the meeting if it does not give notice of that special resolution as is required by the Act.

(iv)

Any meeting convened under this Rule 72 by the members must be convened in the same manner or as nearly as possible as that in which meetings are convened by the Board.

(v)

Any reasonable expenses incurred by the members in convening any meeting under this Constitution must be repaid to the members by the Club.

(c)

The members may call a General Meeting in accordance with Section 249E of the Act or Section 249F of the Act.

(d)

A General Meeting convened by the Board under Rule 72(a) may be postponed or cancelled at any time before the day of the meeting by the Board as it may determine.

(f)

A General Meeting called by the Board on the request of the members under Rule 72(b) may be cancelled by the Board at any time before the day of the meeting, on the request of those members. Those members must pay the expenses of the cancellation unless the Board determines otherwise.

(g)

A General Meeting called by the members under the Act, may be cancelled by those members so notifying the Club in writing at least 14 days prior to the date for which the General Meeting has been called. Those members must pay the expenses of the cancellation unless the Board determines otherwise.'

EXPLANATORY NOTES â&#x20AC;&#x201C; SPECIAL RESOLUTION 1 1

This Special Resolution updates the Constitution to reflect the rights of members to request the calling of a General Meeting under the Corporations Act. Previously, under the Corporations Act, a special General Meeting of the Club could be called on the request of: (a)

members with at least 5% of the votes that may be cast at the General Meeting; or

45049211_5

PRESIDENT: K. KELLY TREASURER: J. BUCKLEY JP GENERAL MANAGER: N. VAUGHAN ACCM Dip Bus Campbell Street Blacktown 2148 TELEPHONE: 9830 0600 FACSIMILE: 9830 0633 www.workersclub.com.au

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100 members entitled to vote at the General Meeting,

whichever was less. 2

The law has recently changed so that such a request can now only be made by members with at least 5% of the votes that may be cast at the meeting. This is intended to ensure that there is at least reasonable level of support amongst the membership for a special General Meeting to be called in this way. Special Resolution 1 amends the Constitution to specify the rights of the members to call General Meetings in accordance with the Corporations Act.

The amendments in Special Resolution 1 also give the Board the option to cancel or postpone General Meetings where appropriate. For example, if a special General Meeting is called to deal with a particular issue which is then resolved before the date of the meeting, then the meeting may be cancelled to avoid inconvenience to the members. If a special General Meeting is called at the request of only a certain group of members who then want to cancel the meeting, then the Club believes it is fair that those members should pay the costs of cancellation as the meeting was only called at their request.

These changes do not change the requirement for the Club to hold its AGM each year. Also, the Board may still call a special General Meeting whenever it considers necessary.

The Special Resolution will be passed if a three quarters majority of the members present and voting (being entitled to do so), vote in favour of the resolution.

Proposer: Les Winters (438) Seconder: Mark Cowgill (401)

SPECIAL RESOLUTION 2 That the Constitution of Blacktown Workers' Club Ltd ACN 000 858 006 be amended by: 1

Adding a new Rule 49(aa) as follows: '(aa)

Notwithstanding Rule 49(a), on and from the election of the Board in 2017 the Board shall be elected in every second year in accordance with this Constitution.'

Adding a new Rule 49(bb) as follows: '(bb)

Notwithstanding Rule 49(b), on and from the election of the Board in 2017 the members of the Board shall hold office until the conclusion of the second Annual General Meeting after that at which they were elected (subject to this Constitution), when they shall retire but shall be eligible for re-election.'

Adding the words 'in a Board election year' after the words 'Annual General Meeting' in the first sentence of Rule 50(a), so that the Rule reads as follows: '(a)

Except as hereinafter provided, nominations for election to the Board shall be made in writing signed by 2 financial Full members of the Club and signed by the nominee and shall state the office or offices for which the nominee is nominated and be delivered to the Secretary at least 35 days before the date of the Annual General Meeting in a Board election year. The proposer, seconder and nominee must be financial members of the Club at the time the nomination form is signed. Each candidate shall provide a profile of their candidature by way of summary, outlining personal, business, and Club involvement that may assist voting members. The profile is to be not more than 50 words, and together with a recent photograph of the candidate will be made available to each member entitled to vote on the election of the Board with the notice of Annual General Meeting or otherwise, prior to the commencement of voting for the Board election for that year. No other photographs of candidates will form part of that documentation. On the day following the close of nominations, the Secretary shall cause the posting of nominations, profiles and photographs on the Club Notice Board. Positions on the Club Notice Board regarding the nominations, profiles and photographs of the candidates will be drawn by lot. A copy of the profile and photograph of each candidate shall also be 45049211_5

PRESIDENT: K. KELLY TREASURER: J. BUCKLEY JP GENERAL MANAGER: N. VAUGHAN ACCM Dip Bus Campbell Street Blacktown 2148 TELEPHONE: 9830 0600 FACSIMILE: 9830 0633 www.workersclub.com.au

-9placed on a temporary notice board to be located in the voting area and retained in that area during the voting period provided for in Rule 50(d)(iii).' 4

Deleting from Rule 70 the sentence 'The person appointed shall hold office only until the conclusion of the following Annual General Meeting.' and replacing it with the words: 'The person appointed shall hold office for such time as the person in whose place he or she was appointed would have held office.', so that the Rule reads as follows: '70.

When any casual vacancy occurs, not involving the offices of President, Vice Presidents or Treasurer, the person who was the next highest candidate in votes in order of preference at the last election of the Board shall be appointed to the Board to fill the casual vacancy. If that person has become ineligible for appointment or has declined appointment, the next highest candidate in votes in order of preference shall be appointed. If the vacancy involves the offices of President, Vice Presidents or Treasurer, the Board shall then elect one of its members to fill such vacancy. The person appointed shall hold office for such time as the person in whose place he or she was appointed would have held office.' EXPLANATORY NOTES â&#x20AC;&#x201C; SPECIAL RESOLUTION 2

Special Resolution 2 would introduce the biennial election system for the election of the Board of Directors. Under the biennial election system the Board is elected for a term of two years. If the Special Resolution is passed, this election system would become effective from the election in 2017 and would apply thereafter.

Any member appointed to fill a casual vacancy would hold office for the balance of the term of the director who they replace.

The biennial election system was introduced into the Registered Clubs Act in 1997. The benefits of having the biennial election system include: (a)

allowing the Board more time to introduce plans for the Club, including building programs;

(b)

allowing newly elected directors more time to become familiar with their role as a director of the Club and to make a positive contribution to the Board; and

(c)

reducing the costs of conducting elections in the Club.

If this change to the election system is introduced, the Club will still hold an Annual General Meeting every year as required under the Corporations Act, even though elections will only be held every second year.

The Special Resolution will be passed if a three quarters majority of the members present and voting (being entitled to do so), vote in favour of the resolution.

It is expected that a poll will be called on this resolution, and in that event it is intended that voting will be by secret ballot.

Proposer: Paul Wynne (16120) Seconder: Leighton Farrell (77792)

GENERAL NOTES FOR MEMBERS 1

Financial Life members, HCC Life Members, VIP members and Club members are entitled to vote on each resolution.

Each Special Resolution must be considered as a whole and the substance cannot be amended by motions from the floor.

Employees of the Club are prohibited from voting and proxy voting is prohibited under the Registered Clubs Act.

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PRESIDENT: K. KELLY TREASURER: J. BUCKLEY JP GENERAL MANAGER: N. VAUGHAN ACCM Dip Bus Campbell Street Blacktown 2148 TELEPHONE: 9830 0600 FACSIMILE: 9830 0633 www.workersclub.com.au

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A copy of the current Constitution is available to members on request from the Club's office.

Members wishing to attend must register with the Returning Officer at the Annual General Meeting to verify their eligibility and obtain any voting papers, and registration will open at [8am] on the day. Members are reminded to be in attendance in time to register before the meeting commences at 9am.

BY ORDER OF THE BOARD

N. VAUGHAN General Manager & Secretary 4 March 2016

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PRESIDENT: K. KELLY TREASURER: J. BUCKLEY JP GENERAL MANAGER: N. VAUGHAN ACCM Dip Bus Campbell Street Blacktown 2148 TELEPHONE: 9830 0600 FACSIMILE: 9830 0633 www.workersclub.com.au

NOT E S :

PRESIDENT: K. KELLY TREASURER: J. BUCKLEY JP GENERAL MANAGER: N. VAUGHAN ACCM Dip Bus Campbell Street Blacktown 2148 TELEPHONE: 9830 0600 FACSIMILE: 9830 0633 www.workersclub.com.au

BLACKTOWN WORKERSâ&#x20AC;&#x2122; CLUB LTD 2016 Election of the Board of Directors

ELECTION NOTICE VOTING AT CLUB Voting will take place at the Club at 55 Campbell Street Blacktown, in the foyer during the following times:

Thursday 31 March to Monday 4 April 2016 between 10.00 am and 7.00 pm The Roll cut-off date is Monday 29 February (the end of February). Current members who have renewed by then and new members who have submitted an application by then (and are subsequently accepted) can vote. Any new member joining after the end of February is not eligible to vote. Eligible members must produce their current membership card or other acceptable identification to receive a ballot paper. The voting method for this election is First Past the Post, using ticks, crosses or numbers. Members must vote for at least 1 candidate and may vote for up to 9 candidates.

POSTAL VOTING Any member who is unable to attend the Club during the hours of voting may apply in writing to the Returning Officer for a postal vote, using the approved form. Postal vote application forms are available from the Club or from the Returning Officer. All postal votes issued must be received back by the Returning officer by the close of voting at 7.00pm Monday 4 April 2016.

EXECUTIVE POSITIONS An election for the Executive positions will be conducted at the AGM. Only the elected Directors may stand for election, and only those eligible members in attendance at the AGM may vote. Any enquiries concerning this election should be directed to the Returning Officer on telephone 0432 218 026 or by email to returning.officer@ozemail.com.au

Philip Binns Independent Returning Officer