NOTICE OF GENERAL MEETING
NOTICE is hereby given of a General Meeting of the Castle Hill R.S.L. Club Limited to be held on 14th April 2025 commencing at the hour of 7.00pm in the Phoenix Room at the premises of the Club, 77 Castle Street, Castle Hill, New South Wales.
AGENDA
The business of the General Meeting is to consider, and if thought, pass a Special Resolution (set out below) amending the Constitution of the Club.
SPECIAL RESOLUTION
[The Special Resolution is to be read in conjunction with the notes to members set out below.]
That the Constitution of Castle Hill R.S.L Club Limited be amended by:
(a) deleting the word “Chairman” and replacing with the word “Chair” wherever occurring.
(b) deleting the word “regulations” and replacing with the word “policies” from:
(i) the definition of “By- law” in existing Rule 2;
(ii) existing Rule 3; and
(iii) the opening paragraph of existing Rule 57.
(c) deleting from existing Rule 2 the definition of “financial member” and inserting instead the following new definition:
“"financial member" means any member who:
(a) has paid all money payable by him or her to the Club (excluding the subscription) or to the R.S.L. (as the case may be) by the due date for payment; and
(b) has paid the subscription (if any) payable by him or her to the Club by the due date for payment; or
(c) has had their membership of the Club automatically renewed in the year of membership expiry, through Venue Engagement by the member in accordance with Rule 39(a).”
(d) deleting existing Rule 10(c) in its entirety and inserting instead the following new Rule 10(c):
“(c) To promote and propagate all forms of sport to include providing facilities, amenities and support for members of sporting bodies actively engaged in sport within:
(i) the Hills Shire and surrounding district;
(ii) all other Local Government Areas in which the Club has licensed premises, to the extent determined by the Board.”
(e) deleting existing Rules 20(b) and (c) in their entirety and renumbering Rule 20 accordingly.
(f) deleting from existing Rule 21:
• under the heading “CHBC Foundation Bowling Members”, the words “referred to in Rule 20(e)”;
• under the heading “CHBC Foundation Life Members”, the words “referred to in Rule 20(e) with Club” and insert instead the words “with the Club”; and
• under the heading “Staff Members”, paragraph (d).
(g) deleting from existing Rule 24:
• in paragraph (b)(ii) the words “after the conclusion of the 2024 Annual General Meeting,”;
• in paragraph (d)(i)(A) the words “referred to in Rule 20(e)” and insert instead the words “of CHBC and the Club”;
(h) inserting in existing Rule 24 the following new paragraph (f):
“(f) A financial Staff member is entitled only to those playing privileges, facilities and amenities of the Club as determined by the Board from time to time, subject to the Registered Clubs Act. However, a Staff member is not entitled to attend or vote at any General Meeting or nominate persons for membership of the Club. The Board may restrict the rights of Staff members to participate in Club promotions and raffles by By-Law.”
(i) deleting existing Rule 27 in its entirety and inserting instead the following new Rule 27:
“27. The following persons may be admitted as Honorary members of the Club in accordance with procedures established by the Board from time to time:
(a) the Patron or Patrons for the time being of the Club;
(b) any prominent citizen or local dignitary; or
(c) any person who produces evidence that he or she is a current or former member of the Australian Defence Force (as defined in the Registered Clubs Act).”
(j) deleting existing Rule 29(a) in its entirety and inserting instead the following new Rule 29(a):
“29. The following persons may be admitted as Temporary members of the Club in accordance with procedures established by the Board from time to time:
(a) a person:
(i) who is not a member, suspended member or has not been expelled from the Club; and
(ii) whose ordinary place of residence in New South Wales is at least such distance (if any) from the Club's premises as may be determined from time to time by the Board by By-law pursuant to this Constitution;”
(k) deleting existing Rules 34(d), (e) and (f) in their entirety and inserting instead the following new Rules 34(d), (e), (f) and (g):
“(d) Should a person who is admitted as a Provisional member have their application for membership refused, that person will cease to be a Provisional member and the entrance fee (if any) and subscription (if any) submitted with the nomination form will be returned to that person.
(e) If the Board or the election committee approves the application for membership, that person will cease to be a Provisional member and from the date of approval the person will be admitted to the class of Ordinary membership applied for.
(f) Provisional members are entitled only to those facilities and amenities and playing and social privileges and advantages of the Club as determined by the Board from time to time, but are not entitled to attend or vote at any General Meeting, to be nominated for or elected to the Board or any office of the Club or participate in the management, business and affairs of the Club in any way.
(g) The Secretary may refuse an applicant for membership admission to the Club or remove an applicant for membership from any of the Club’s premises at any time and terminate the Provisional members membership without notice and without having to provide a ny reason. If the membership of a Provisional member is terminated in accordance with this Rule, the Club must return any joining fee and annual subscription (if any) paid by the Provisional member when applying for membership of the Club.”
(l) deleting existing Rule 35 in its entirety and inserting instead the following new Rule 35: “35.
(a) The Board or the election committee, at its discretion, may on the written application of a member who has the qualifications for and wishes to become a member of a different class, transfer that member from any class of Ordinary membership to another class of Ordinary membership and may, if thought appropriate, make an adjustment in the entrance fee (if any) and subscription paid or payable by that member so transferred for the membership year in which the transfer takes place.
(b) The Board shall have the power to transfer a Full member who ceases to hold the necessary qualifications for their existing category of membership (including without limitation, a Junior member who has attained the age of eighteen (18) years) to another category of membership of the Club for which the Full member has the necessary qualifications.
(c) Any application for transfer of membership pursuant to Rule 35 together with any additional subscription (if any) 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.
(d) Unless otherwise determined by the Board, a member will not be entitled to any refund of membership fees or any part thereof if they are transferred to another category of membership for any reason.
(e) The Club shall not be required to notify a person if they have been transferred to another class of membership of the Club pursuant to Rule 35(a) or (b). If a member fails to be transferred, the Secretary shall cause any additional subscription paid by that member to be returned to such member.”
(m) deleting existing Rule 42 in its entirety and inserting instead the following new Rule 42:
“CONTACT DETAILS OF MEMBERS
42. A member must advise the Secretary of any change in their contact details required to be kept by the Club under Rule 43 or 44, by written notice delivered to the Office.”
(n) deleting existing Rule 43 in its entirety and inserting instead the following new Rules 43 and 44:
“REGISTERS OF MEMBERS AND GUESTS
43. The Club must keep the following registers:
(a) A register of persons who are Full members of the Club in accordance with the Corporations Act and Registered Clubs Act. This register must set forth the name in full and address of each Full member and, if the member is an Ordinary member, the date on which that member last paid the fee for membership of the Club.
(b) A register of persons who are Honorary members.
(c) A register of persons who are Temporary members.
(d) A register of persons of or above the age of eighteen (18) years who enter the premises of the Club as guests of members.
44. The Club may keep a record of additional member contact details including email addresses and mobile telephone numbers separate from the registers referred to in Rule 43. ”
deleting existing Rule 44 in its entirety and inserting instead the following new Rules 44, 44A and 45:
“DISCIPLINARY PROCEEDINGS
44
(a) If, in the opinion of the Board a member:
(i) has refused or neglected to comply with any of the provisions of this Constitution or the By-laws;
(ii) is guilty of any conduct prejudicial to the interests of the Club;
(iii) is guilty of conduct which is unbecoming of a member; or
(iv) is guilty of conduct which should render the member unfit for membership,
the Board has the power to impose the following sanctions:
(v) reprimand the member;
(vi) suspend the member from some or all privileges of membership for such period as it considers fit;
(vii) expel the member from membership of the Club and remove the person's name from the Register of members; or
(viii) accept the resignation of the member and remove the person's name from the Register of members,
provided that:
(b) Such member must be notified in writing at least seven (7) clear days before the meeting of the Board, of the following:
(i) the charge;
(ii) the date, place and time at which the charge is to be heard;
(iii) the facts, matters and circumstances giving rise to the charge; and
(iv) the range of sanctions available to the Board if the member is found guilty of the charge.
(c) Subject to rules (m) and (n) (use of technology for conduct of hearings), the member charged is entitled to:
(i) attend the hearing for the purpose of answering the charge; and
(ii) submit to the meeting written representations for the purpose of answering the charge;
(iii) call witnesses in his or her defence provided that:
(A) if a proposed witness fails to attend the hearing or provide evidence at the hearing, the Board or disciplinary committee can still hear and determine the charge; and
(B) the Club cannot and will not force any person (including a member or employee) proposed by the member charged as a witness to attend and provide evidence at the hearing.
(iv) make submissions or written representations on the sanctions which could be applied:
(A) following a plea of guilty; or
(B) if the member is found to be guilty of the charge at the conclusion of the hearing.
(d) If the member attends the meeting:
(i) The Board or disciplinary committee will put the charge to the member and request the member to enter a plea of guilty or not guilty to the charge.
(ii) If the member pleads guilty, the member will:
(A) be asked to make submissions on the appropriate sanction for the charge; and
(B) after making any submission under paragraph (d)(ii)(1) be excused from the meeting and paragraph (f)(iii) of this Rule will apply.
(iii) If the member pleads not guilty, paragraphs (e) and (f) of this Rule will apply.
(e) If the member pleads not guilty, the Board or disciplinary committee will:
(i) hear the submissions of the member and the evidence of any witness, including the member; and
(ii) ask the member to make submissions on the appropriate sanction for the charge if the member is found guilty; and
(iii) following (i) and (ii), excuse the member from the remainder of the meeting.
(f) Within twenty-one (21) days, the Board will:
(i) consider all the evidence put before it and any written representations and submissions by the member;
(ii) come to a decision as to whether or not the member is guilty of the charge and if the member is guilty of the charge, the sanction imposed on the member;
(iii) inform the member in writing of the Board’s decision as to whether or not the member is guilty of the charge and (if the member is found guilty) the sanction imposed.
(g) If the member fails to attend such meeting the charge may be heard and dealt with and the Board or disciplinary committee may decide on the evidence before it, the member's absence notwithstanding, but having regard to any representations made to it in writing by the member charged.
(h) The powers of the Board under this Rule may be exercised by a disciplinary committee appointed by the Board and comprising not less than three (3) members of the Board. A quorum of the disciplinary committee is three (3) members of the Board.
(i) The voting by the members of the Board or disciplinary committee present at such meeting will be in such manner as is decided by the Board or disciplinary committee. No resolution by the Board or disciplinary committee to reprimand, suspend or expel a member is deemed to be passed unless at least a two -thirds majority of the members of the Board or disciplinary committee present vote in favour of such resolution.
(j) Any decision of the Board or disciplinary committee is final and the Board or disciplinary committee is not required to assign any reason for its decision.
(k) The Board or disciplinary committee may authorise the Secretary and other persons to attend the meeting to assist the Board or disciplinary committee in considering and dealing with the charge but those persons shall not be entitled to vote at the meet ing.
(l) The Board and disciplinary committee shall have the power to adjourn, for such period as it considers fit, a meeting pursuant to this Rule 45
(m) A meeting of the Board or a disciplinary committee may be called or held using any technology provided all participants have the ability to participate in the meeting.
(n) If a disciplinary hearing is held using technology and the member who is the subject of the disciplinary charge is entitled under this Rule 44 to attend the hearing, the member must be provided with information about how they will be able to attend and/or participate in the hearing, ask questions and any other information they need to know in order to participate using the technology.
(o) The Board may from time to time make such By-Laws not inconsistent with this Constitution as it thinks necessary in relation to disciplinary proceedings.
(p) In the event that a notice of charge is issued to a member pursuant to paragraph (a) of this Rule, the Secretary, the Board or a disciplinary committee has the power to immediately suspend that member from all privileges of membership until the charge is heard and determined. Notice of an immediate suspension imposed by the Secretary, the Board or a disciplinary committee on a member must be notified in writing to that member.
(q) The rules of natural justice are hereby varied to the extent necessary to give effect to the procedures of this Rule 44
44A. Any use of social media or other electronic communication by a member or their guest that is or can be construed as negative about the Club or any of its facilities, amenities, services, strategies, employees, officers or members, will be conduct prejudicial to the interests of the Club.
MEMBER UNDER SUSPENSION
45. Subject to the terms of their suspension, a Full member whose membership is suspended pursuant to Rules 44 or 46 shall during the period of such suspension not be entitled to:
(a) attend at any of the premises or use any of the facilities of the Club for any purpose without the permission of the Board; or
(b) participate in any of the recreational, social or sporting activities of the Club or any Sub club without the permission of the Board;
(c) attend or vote at any meeting of the Club or any Sub club;
(d) nominate or be elected or appointed to the Board or any committee of a Sub club;
(e) vote in the election of the Board or any committee of a Sub club;
(f) propose, second or nominate any eligible member for any office of the Club or any Sub club; or
(g) propose, second or nominate any eligible member for Life membership.”
(p) inserting a new heading immediately before existing Rule 45(a) as follows “REMOVAL OF PERSONS FROM THE PREMISES OF THE CLUB”
(q) deleting existing Rule 48(a) in its entirety and inserting instead the following new Rule 48(a):
“(a) A member may terminate their membership and resign from membership of the Club by giving the Secretary written notice of such resignation or by any other statement or act that in the reasonable opinion of the Secretary or the Board or the disciplinary committee signifies that the member intends to resign. Such resignation takes effect on and from the date or resignation.”
(r) deleting existing Rule 49(b) in its entirety and inserting instead the following new Rule 49(b):
“(b) A member must not introduce any person as a guest who has been non-financial, expelled or is currently suspended from the Club.”
(s) deleting existing Rule 50 in its entirety and inserting instead the following new Rule 50:
“50 The business and affairs of the Club and the custody and control of its funds and property is to be managed by a Board of Directors consisting of nine (9) Directors who will comprise a President, two (2) Vice- Presidents and six (6) other Directors.”
(t) deleting existing Rule 51(c).
(u) deleting existing Rule 51(e) in its entirety and inserting instead the following new Rule 52:
“52 A member who:
(a) was a Staff member or an employee of the Club within the three (3) years immediately preceding their proposed nomination, election or appointment;
(b) occupies a senior's independent living unit, assisted care living unit or is a resident of a residential aged care living facility which is owned, licensed, leased or operated by or on behalf of the Club;
(c) owns a senior's independent living unit or assisted care living unit developed by the Club and which was originally owned by the Club or a joint venture party or developer engaged by the Club;
(d) is currently under suspension pursuant to Rules 45, 47 or 48 (including a provisional suspension under Rule 45(o));
(e) is not a financial member;
(f) is disqualified from managing any company under the Act;
(g) is of unsound mind or whose person or estate is liable to be dealt with any way under the law relating to mental health;
(h) is prohibited from being a director by reason of any order or declaration made under the Act, Liquor Act, Registered Clubs Act or any other applicable legislation;
(i) does not have a Director Identification Number (unless exempted from doing so) on the proposed date of his or her election or appointment to the Board;
(j) has been found guilty of a disciplinary charge and suspended from membership of the Club for any period of time (but not including any provisional suspension pending a disciplinary hearing);
shall not be eligible to nominate for or be elected or appointed to the Board.”
(v) deleting from existing Rule 54:
• paragraph (c) - the words “six (6) weeks” and inserting instead the words “four (4) weeks”;
• paragraphs (j) and (k) in their entirety and inserting instead the following new paragraphs (j) and (k):
“(j) The Board elections will be conducted in accordance with the Triennial Rule. The Board shall comprise 3 groups determined and holding office in accordance with the Triennial Rule.
(k) At each general meeting while the Triennial Rule is in force, the number of Directors required to fill vacancies on the Board shall be elected (or declared elected), and shall, unless otherwise disqualified, hold office for 3 years.”
(w) inserting in existing Rule 58:
(i) the word “, reputation” in the opening paragraph between the words “effects” and “and property”; and (ii) a new paragraph (i) after paragraph (h) as follows:
(i) the use of social media and other forms of electronic communication by members and guests of members;
(x) deleting existing Rule 68 and inserting instead the following new Rule 68:
“68 The President is entitled to preside as the Chair at any meeting of the Board. If the President is not present or being present is unwilling or unable to act, then one of the Vice-Presidents will be the Chair of the meeting. If both of the Vice-Presidents are not present or being present are unwilling or unable to act, then the members of the Board present may elect their own Chair of the meeting.”
(y) deleting existing Rule 76 and inserting instead the following new Rule 76:
“76. The office of a member of the Board is immediately vacated, and a casual vacancy is thereby created, if that person:
(a) dies;
(b) becomes insolvent under administration or assigns his or her estate for the benefit of or compounds with his or her creditors;
(c) becomes disqualified from managing any company under Part 2D.6 of the Act and is not given permission to manage the Club under sections 206F or 206G of the Act;
(d) becomes of unsound mind or is a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
(e) is absent from meetings of the Board for a continuous period of three (3) months without leave of absence from the Board;
(f) by notice in writing given to the Secretary, resigns from office;
(g) becomes prohibited from being a member of the Board by reason of any order made under the Act, the Registered Clubs Act or the Liquor Act;
(h) becomes an employee of the Club;
(i) ceases to be a member entitled to hold office on the Board;
(j) has been found guilty of a disciplinary charge and suspended from membership of the Club for any period of time (excluding any provisional suspension under Rule 45(p));
(k) fails to declare the nature of material personal interest in a matter referred to in Section 191 of the Act;
(l) fails to complete any training for a registered club director that the person is required to complete, within the prescribed period, pursuant to the Registered Clubs Act (provided that this Rule 78(j) shall not apply to any Director who is exempt from completing such training under the Registered Clubs Act; or
(m) does not have or ceases to have a Director Identification Number (unless exempted from doing so);
(n) becomes an:
(i) occupant of a senior's independent living unit, assisted care living unit or is a resident of a residential aged care living facility which is owned, licensed, leased or operated by or on behalf of the Club; or
(ii) owner of a senior's independent living unit or assisted care living unit developed by the Club and which was originally owned by the Club or a joint venture party or developer engaged by the Club.”
(z) deleting existing Rule 77 and inserting instead the following new Rule 77:
“77 The Board shall have power at any time and from time to time, to appoint any eligible person to the Board to fill a casual vacancy. The person so appointed shall hold office until the next succeeding Annual General Meeting, at which the position may be filled in accordance with the Triennial Rule.”
(aa) inserting after Rule 85 a new Rule 86 as follows:
“86 (a) Subject to Rule 86(b), each General Meeting must be chaired by:
(i) the President as Chair, if the President is present and willing to act; or failing that;
(ii) one of the Vice Presidents, if one of the Vice Presidents are present and willing to act; or failing that
(iii) any Director selected by the Board, if that Director is present and willing to act; or failing that
(iv) a member elected by the other members who are at the meeting.
(b) The Board may elect any individual, including a non-member, to chair a General Meeting or any part of a General Meeting.”
(bb) deleting existing Rule 107 and inserting instead the following new Rule 107:
(a) This Constitution may be amended only by a Special Resolution passed by a three-quarters majority of members eligible to vote on a Special Resolution under rules 22(d), 24(a) and 24(b)(ii) who are present and voting at a General Meeting, being a meeting of which at least twenty-one (21) days written notice specifying the intention to propose the resolution as a Special Resolution has been given in accordance with the Act.
(b) For the purposes of section 246B of the Corporations Act, it is agreed that the rights of members in any class of membership may be varied or cancelled by a special resolution passed at a General Meeting of the members, without a separate meeting of the members of that class. A special resolution that amends this Constitution is sufficient.”
(cc) making such other consequential amendments including updating Rule numbering and cross referencing as is necessary to give effect to this Special Resolution.
Notes to Members on the Special Resolution
1. The Special Resolution proposes a series of amendments to the Club’s Constitution to bring it into line with industry best practice and the requirements of the Corporations Act, Liquor Act and Registered Clubs Act (“RCA”).
2. For ease of reviewing the Special Resolution, a reference to an “existing Rule” is a reference to that Rule as it appears in the existing Constitution of the Club adopted by Special Resolution on 9 September 2024.
3. Paragraph (a) amends the term “Chairman” to “Chair”.
4. Paragraph (b) amends to word “regulations” to “policies” in the definition of “By- law” in existing Rule 2; existing Rule 3; and the opening paragraph of existing Rule 57.
5. Paragraph (c) amends Rule 2 to insert a new definition of “financial member”
6. Paragraph (d) expands Rule 10(c) to make clear that the Club is entitled to promote sport and provide facilities and amenities in the Hills Shire and any other Local Government Area in which the Club has premises.
7. Paragraph (e) deletes Rules 20(b) and (c).
8. Paragraph (f) removes references to “Rule 20(e)”.
9. Paragraph (g) simplifies Rule 24.
10. Paragraph (h) inserts a new Rule 24(f) relating to Staff members.
11. Paragraph (i) updates Rule 27 to reflect requirements of the RCA.
12. Paragraph (j) updates Rule 29(a) to reflect requirements of the RCA.
13. Paragraph (k) updates Rule 34 with respect to Provisional members to reflect the RCA and industry best practice.
14. Paragraph (l) updates Rule 35 relating to the transfer between classes of membership.
15. Paragraph (m) updates Rule 42 to reflect industry best practice.
16. Paragraph (n) updates Rule 43 to reflect the requirements of the RCA and Corporations Act.
17. Paragraph (o) inserts a new Rule 44 relating to disciplinary proceedings. The Rule is amended to allow the board or disciplinary committee to hear and consider evidence and at the same time have the member make submissions on the sanction should they be found guilty of the charge. The board or disciplinary committee are then able to dismiss the member to allow the board or disciplinary to thoroughly consider the matter and the member is notified of the determination of guilt or innocence and the sanction imposed (if any) within twenty one (21) days. The new Rule 44A makes clear that members and guests will be regarded as having engaged in conduct prejudicial to the interests of the Club where that use social media and electronic communications to make negative comments and statements about the Club’s or any of its facilities, amenities, services, strategies, employees, officers or members Rule 45 is intended to clarify the impact of a suspension on a member’s rights
18. Paragraph (p) inserts a new heading before existing Rule 45(a)
19. Paragraph (q) updates the circumstances in which a member can resign their membership of the Club to reflect industry best practice.
20. Paragraph (r) inserts into Rule 49 a prohibition on members introducing guests to the Club who have been nonfinancial, expelled or are currently suspended from the Club
21. Paragraph (s) updates Rule 50 by introducing two (2) Vice Presidents.
22. Paragraph (t) deletes existing Rule 51(c).
23. Paragraph (u) updates the qualifications for being a director of the Club.
24. Paragraph (v) updates existing Rule 54 by removing provisions that are now redundant.
25. Paragraph (w) amends existing Rule 58 by inserting the word “reputation” in the opening paragraph between the words “effects” and “and property”; and inserting a new paragraph (i) conferring power on the Board to make By-laws regulating the use of social media and other forms of electronic communication by members and guests of members.
26. Paragraph (x) updates existing Rule 68 to reflect that the Board will comprise two (2) Vice-Presidents.
27. Paragraph (y) updates the circumstances where the office of a director will become vacant to reflect the Corporations Act and industry best practices.
28. Paragraph (z) updates the casual vacancy provisions in existing Rule 77 to reflect the RCA.
29. Paragraph (aa) inserts new requirements for the chair of general meetings to reflect industry best practice.
30. Paragraph (bb) clarifies existing Rule 107 with respect to who can vote on amendments to the Constitution and reflects the Corporations Act and industry best practice.
31. Paragraph (cc) authorises any other consequential amendments including updating Rule numbering and cross referencing as is necessary to give effect the Special Resolution
These Notes to Members are intended to provide a brief explanation of the proposed amendments to the Club’s Constitution to enable members to make an informed decision in relation to the proposed Special Resolution. The Notes to Members are not an interpretation of any Rule referred to above.
Procedural matters
1. To be passed, the Special Resolution requires votes from not less than three quarters (75%) of those members who being eligible to do so, vote in person on the Special Resolution at the General Meeting.
2. Amendments to the Special Resolution will not be permitted from the floor of the meeting other than for minor typographical or clerical corrections which do not change the substance or effect of the Special Resolution.
3. Under the Club’s Constitution only Life members and financial Category 1 members are eligible to vote on the Special Resolution.
4. Under the Registered Clubs Act proxy voting is prohibited and members who are employees of the Club are ineligible to vote.
5. The Board of the Club recommends that members vote in favour of the Special Resolution.
Dated: 21st March 2025
By direction of the Board
David O’Neil Group Chief Executive Officer