Annual General Meeting

40th Annual

General Meeting

Sunday 1st May 2022 at 11am In the Club’s Showroom

4 High St, Hornsby 2077

Members attending will be required to present their current membership card on entering the meeting.

AGENDA

1. Announcement of quorum.

2. Apologies

3. Confirmation of Minutes of Annual General Meeting of members of Hornsby RSL Club Limited held 2nd May 2021.

4.To receive and consider the Audited Financial Report of Hornsby RSL Club Limited for year ended 31 December 2021.

5. To receive and consider reports of Board of Directors and Auditor.

6. Declaration of Ballot for the election of Directors.

7. To consider and, if thought fit, to pass the following three (3) ordinary resolutions, namely:

ORDINARY RESOLUTION NUMBER 1

(a) That the President be paid an honorarium in respect of his or her services as a member of the Board of Directors at the monthly rate of $1,416.66 (plus Superannuation Guarantee Levy where applicable). Such honorarium is payable in arrears, and prorated on a daily basis for any broken period of less than a calendar month at the start or end of their term of office, commencing on the date of this resolution and ending on the date of the next Annual General Meeting of the Club; and

(b) That each Director be paid an honorarium in respect of his or her services as a member of the Board of Directors at the monthly rate of $1,083.33 (plus Superannuation Guarantee Levy where applicable) payable in arrears and prorated on a daily basis for any broken period of less than a calendar month at the start or end of their term of office, commencing on the date of this resolution and ending on the date of the next Annual General Meeting of the Club.

Explanatory Note – Ordinary Resolution 1: Honoraria

Under the Registered Clubs Act 1976 (NSW) (Registered Clubs Act), honoraria payable to Directors and the President 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 amount of the proposed honorarium for the President is an increase of $5,000 per annum (plus Superannuation Guarantee Levy where applicable) from last year’s honorarium. The amount of the proposed honoraria for Directors is an increase of $5,000 per annum (plus Superannuation Guarantee Levy where applicable) from last year’s honoraria.

ORDINARY RESOLUTION NUMBER 2

That until the next Annual General Meeting, the members of the Club approve members of the Board receiving such of the following benefits and advantages, (being benefits and advantages not offered equally to every Full Member of the Club) as the Board shall from time to time approve:

(a) The provision to each member of the Board, as required from time to time and at the expense of the Club, a Directors Club Uniform, to be worn when attending to or carrying out his or her duties as a member of the Board whether at the premises of the Club or otherwise.

(b) The provision to members of the Board of one car parking space each in that part of the Club’s carpark as the Board shall from time to time resolve to set aside for use by members of the Board.

(c) Reasonable expenditure for directors to undertake training and education including but not limited to industry related meetings, organised study tours, seminars, trade displays etc. as may be determined by the Board, provided all expenditure is supported by documentary evidence.

(d) The provision to members of the Board of a free meal and refreshment, at a reasonable cost, on the day of attendance at Board Meetings, Finance Meetings and other Committee Meetings.

(e) The provision of an electronic device (for example a laptop computer, iPad, tablet or other similar device) and internet access being made available to directors in respect of their duties as directors of the Club.

Explanatory Note – Ordinary Resolution 2: Director Benefits

Under the Registered Clubs Act, benefits may be given to Directors, which are not also available to every Full Member of the Club, if those benefits are approved by ordinary resolution of the members. The benefits being authorised under Ordinary Resolution 2 are generally consistent with those benefits authorised at the Club’s AGMs in recent

years.

ORDINARY RESOLUTION NUMBER 3

That the members of the Club approve that until the next Annual General Meeting, eligible members may receive such of the following benefits (which are not offered equally to every Full Member of the Club) as the Board shall from time to time approve:

(a) The expenditure by the Club of reasonable sums in payment of the costs of holding functions on the Club’s premises to celebrate certain occasions, including but not limited to the Life Members’ Dinner.

(b) The provision to life members of one monthly free meal and refreshment, at a reasonable cost.

(c) The provision to life members of car parking spaces in that part of the Club’s carpark as the Board shall from time to time resolve to set aside for use by life members.

(d) The provision of membership of the Club to certain classes of person, including but not limited to Life Members of the Club and members of the Hornsby Branch of the Returned and Services League of Australia, for a reduced fee.

Explanatory Note – Ordinary Resolution 3: Member benefits

Under the Registered Clubs Act, benefits given to certain members (which are not available to every Full Member of the Club) may be given if those benefits are approved by ordinary resolution of the members.

The benefits being authorised under Ordinary Resolution 3 are being conferred on Life Members (who have been elected to this category for their outstanding service to the Club) and certain other members, and are generally consistent with such benefits authorised at the Club's AGMs in recent

years.

8. To consider and, if thought fit, to pass each of the following six (6) special resolutions, namely:

SPECIAL RESOLUTION 3

That the Constitution of Hornsby RSL Club Ltd be amended by deleting the words “Rule 10.6” in existing Rule 10.6A and replacing it with the words “Rule 10.5”, so that the new Rule 10.6A reads as follows:

10.6A An ordinary member who joins the Club after the Annual General Meeting in 2017 shall not be entitled to the rights in paragraphs (b), (d), (e), (f) and (g) of Rule 10.5 until the first anniversary of the date that the member was admitted to membership of the Club according to the Club’s Register of Members.

Explanatory Note – Special Resolution 1

Special Resolution 1 seeks to correct a typographical error contained in existing Rule 10.6A, which details the rights of the Club’s Ordinary members who were admitted to the Club’s membership after the Club’s 2017 Annual General Meeting.

Existing Rule 10.6A includes an incorrect reference to Rule 10.6 as the rule which sets out the rights attaching to the Club’s Ordinary membership class, when it is Rule 10.5 that sets out these rights.

SPECIAL RESOLUTION 2

That the Constitution of Hornsby RSL Club Ltd be amended by deleting in existing Rule 10.7 the phrase “only one (1) candidate” and replacing it with the phrase “no more than two (2) candidates” so that the new Rule 10.7 reads as follows:

10.7 Life membership may only be conferred at an Annual General Meeting and no more than two (2) candidates for Life membership can be submitted at such meeting.

Explanatory Note – Special Resolution 2

The Board feels that it would be appropriate to increase the number of candidates who can be elected to Life Membership at an Annual General Meeting.

The existing rule has prevented the Club from awarding Life membership to more than one candidate in a year, which in a recent instance prevented the nomination of a highly suitable candidate from being presented to an AGM who then passed away before being elected to Life membership.

SPECIAL RESOLUTION 3

That the Constitution of Hornsby RSL Club Ltd be amended by:

• deleting Rule 14.4(d) and renumbering the paragraphs in Rule 14.4 accordingly; • deleting the words “and address” in existing Rule 14.8; and • deleting the word “and” in Rule 17.1(a)(i); • inserting the word “and” at the end of Rule 17.1(a) (iv); and • deleting Rule 17.1(a)(ii), and renumbering the subparagraphs in Rule 17.1(a) accordingly.

Explanatory Note – Special Resolution 3

The Registered Clubs Act previously required the Club secretary to display both the name and address of each candidate for the Club’s Ordinary membership class in a conspicuous place at the Club’s premises. It also required clubs to collect

details of a candidate’s occupation and record it in the Club’s membership register. The Registered Clubs Act was amended in November 2021 to remove the need to display the address, or to collect and record the occupation of membership applicants. These changes better maintain the applicants’ privacy.

Accordingly, Special Resolution 3 is being proposed to update those rules in the Constitution which provided for those old requirements. This will allow the Club to maintain consistency with these recent changes to club legislation.

SPECIAL RESOLUTION 4

That the Constitution of Hornsby RSL Club Ltd be amended by deleting existing Rule 29.1 and inserting a new Rule 29.1 as follows:

“29.1 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 whenever it deems it necessary but at least once every three (3) calendar months for the transaction of business.”

Explanatory Note – Special Resolution 4

Existing Rule 29.1 of the Constitution requires the Board to meet at least once a month for the purposes of deliberating on matters relating to the Club’s business and affairs. This reflects the requirements under the Registered Clubs Act prior to its amendment in late November 2021.

The amendments to the Registered Clubs Act have reduced the frequency at which club directors are required to meet. Under the amendments, the Club’s Board must now meet at least once on a quarterly basis, which amounts to a minimum of 4 times per calendar year. Therefore, Special Resolution 4 proposes to update Rule 29.1 to reflect this legislative change. While proposed new Rule 29.1 will impose a minimum requirement of 4 meetings per calendar year, it enables the Board to meet more frequently if it so determines.

SPECIAL RESOLUTION 5

That the Constitution of Hornsby RSL Club Ltd be amended by deleting existing Rules 43.1(c) and Rule 43.1(d) and replacing them with the following new Rules 43.1(c) and Rule 43.1(d):

43.1 (c) by sending it to the electronic address recorded for that member, as provided by that member to the Club; or

(d) by sending the recipient sufficient information in physical or electronic form to allow the recipient to access it electronically, in accordance with the Act and the Registered Clubs Act.

Explanatory Note – Special Resolution 5

The Registered Clubs Act was amended to expressly permit clubs to electronically distribute notices of, or information about, meetings or Board elections (subject to certain requirements under the Registered Clubs Act).

As a company, the Club remains subject to the Corporations Act which is scheduled to have changes come into effect shortly similarly permitting companies to give notices electronically, again subject to meeting requirements under the Corporations Act. These changes make permanent some of the temporary measures introduced after the pandemic to assist clubs in convening meetings. The changes will also make the giving of notices for Annual General Meetings more cost-effective and efficient.

If members choose, they can expressly elect in writing to still receive such documents in physical form.

Special Resolution 5 proposes to ensure the Constitution is consistent with those legislative changes.

SPECIAL RESOLUTION 6

That the Constitution of Hornsby RSL Club Ltd be amended by inserting the following new subheading and new Rule 35.41:

TECHNOLOGY

35.41 Notwithstanding anything in this Constitution but subject to the Corporations Act and the Registered Clubs Act, the Club may:

(a) hold a meeting (including any general meeting) of the Club or the Board at which all or some persons can attend by electronic means, provided that any person who speaks at the meeting can be heard by other persons in attendance and that, if a General Meeting, members as a whole have a reasonable opportunity to participate in the General Meeting; and

(b) allow any member entitled to vote at meetings (including a General Meeting) of the Club or the Board to cast that vote electronically.”

Explanatory Note – Special Resolution 6

The Registered Clubs Act was also amended to enable clubs to now hold meetings electronically (subject to certain requirements under the Registered Clubs Act) and allow eligible members to vote at meetings by electronic means.

These will similarly increase some efficiencies for the Club, noting that it is not required to introduce the change but the Club may choose to implement electronic voting or hold the meeting in part electronically (such as via Zoom). Whilst that would not be a preferred option for the Club’s general meetings, it merely seeks to reflect that flexibility under the new legislation in its Constitution.

9. To consider and, if thought fit, to pass the following Ordinary Resolution for Life Membership:

That Life Membership of Hornsby RSL Club Limited be conferred on Peter Quirke Member 9805.

Mover: Jeanette O’Keeffe Member 1861

Seconder: Brian O’Keeffe Member 2487

10. To notify members of any expression of interest in an amalgamation, or any unsolicited merger offer, received by the Club from any other registered club in the previous 12 months before the Annual General Meeting (if any has been received).

11. General Business

GENERAL NOTES FOR MEMBERS

1 Each Ordinary Resolution (including the Ordinary Resolution for Life Membership) will be passed if at least a simple majority of those members who are present and cast their votes on the Ordinary Resolution (being entitled to do so), vote in favour of the Ordinary Resolution.

In accordance with Rules 10.5, 10.6A and 10.12 of the Constitution, the following members who attend the meeting are entitled to vote on the Ordinary Resolutions:

(a) all financial Ordinary members who were Ordinary members prior to the Club’s 2017 Annual General Meeting;

(b) all financial Ordinary members who became Ordinary members of the Club after the Club’s 2017 Annual General Meeting and have held at least 1 years’ continuous membership from the

date of their admission to the Club’s membership; and

(c) all Life members.

2 Each Special Resolution will be passed if at least a 75% majority of those members who are present and cast their votes on the Special Resolution (being entitled to do so) vote in favour of the Special Resolution. Those members present at the meeting and entitled to vote on the Ordinary Resolutions above are also entitled to vote on the Special Resolutions.

3 The Special Resolutions must be considered as a whole and the substance of the resolutions cannot be amended by motions from the floor of the meeting.

4 Members will be given a reasonable opportunity to speak and ask questions at the meeting.

5 Proxy voting is not permitted and employees are prohibited from voting under the Registered Clubs Act.

Dated: 23rd February 2022 By direction of the Board

Mario Machado Chief Executive Officer