41ST ANNUAL GENERAL MEETING
Sunday 30th April 2023
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 unchanged from last year’s honorarium. The amount of the proposed honoraria for Directors is unchanged from last year’s honorarium.
ORDINARY RESOLUTION NUMBER 2
That until the next Annual General Meeting, members 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 until the next Annual General Meeting, the members approve that 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 the following Ordinary Resolutions for Life Membership.
1. John Hunter That Life Membership of Hornsby RSL Club Limited be conferred on John Hunter Member 7165.
Moved Gary Adams
Membership Number 3720
Seconded Richard Shaw
Membership Number 14595
2. Denis Dempsey That Life Membership of Hornsby RSL Club Limited be conferred on Denis Dempsey Member 1041.
Moved John Warren
Membership Number 6381
Seconded Terry Clarke Membership Number 3291
9. 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).
10. 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. Members will be given a reasonable opportunity to speak and ask questions at the meeting.
3. Proxy voting is not permitted and employees are prohibited from voting under the Registered Clubs Act.
Dated: 28th February 2023
By direction of the Board
Mario Machado Chief Executive Officer
Notice of Election
FOR THE BOARD OF DIRECTORS 2023
VOTING FOR BOARD OF DIRECTORS
Nominations for the position of:
Director (2 positions):
John Warren Terry Clarke
Nominations for position on the Board of Directors open Monday 3 April 2023 and shall close 6.00pm Friday 21 April 2023.
Nominations must be in the hands of the CEO by 6.00 pm Friday 21 April 2023.
CANDIDATES RESUMES
Candidates to arrange suitable photograph for publication and submit same with brief resume to CEO’s office by 6.00 pm Friday 21 April 2023.
All Candidates photographs to be same size. Personal details typed on same size form as photograph with only relevant details pertinent to their interests in Club.
Chief Executive Officer to arrange photographer to take suitable photographs of candidates for Board of Directors
All histories to be sent electronically to the CEO’s Executive Assistant in Microsoft Word format and prior to the date set each year. Pertinent details in same order for each candidate: i.e.
NAME
DATE OF JOINING CLUB
DATE OF BIRTH
OCCUPATION
Resumes limited to a maximum of 200 words.
MANDATORY COURSE OF INSTRUCTION FOR CANDIDATES TO THE BOARD.
A mandatory course of instruction for candidates to the Board shall take place during the (14) days prior to each Annual General Meeting. The date(s) and time(s) of the course shall be advertised in the Notice of Election section of the Annual Report. Once the date and time for the course of instruction is determined, a maximum of 10 minutes will elapse before the course starts, nominees not present at that time will not be eligible to attend the session after the 10 minutes have expired.
In accordance with the Club’s Constitution in order to be eligible for the election, candidates must attend this course.
BOARD ELECTION NOMINATION AND ACCEPTANCE FORM AND BOARD ELECTION NOMINEE STATUTORY DECLARATION.
Every candidate for election to any office must:
Be proposed by one and seconded by another Ordinary Member or Life Member; and
The candidate’s consent to nomination for Director must first be obtained.
The candidate’s name shall be posted on the Club’s Notice Board and every candidate must complete a Board Election Nomination and Acceptance Form and the entry relating to the candidate’s nomination shall be signed by the candidate and their proposer and seconder at which time the candidate shall furnish proof of their membership of the Club and also complete the Board Election Nominee Statutory Declaration.
Board Election Nomination and Acceptance Form and Board Election Nominee Statutory Declaration can be obtained during office hours from the CEO’s Office (arrangements can be made to obtain these forms outside office ours), from 9.30am on Monday 3 April 2023.
Once completed, Board Election Nomination and Acceptance Form and Board Election Nominee Statutory Declaration Form, must be lodged with the CEO’s Office by 6pm, Friday 21 April 2023. Forms will not be accepted after this time.
Mandatory course of instruction for candidates to the Board will take place on Tuesday 18 April 2023 at 6.00pm and Friday 21 April 2023 at 6.00pm in the Board Room. In accordance with the Club’s Constitution in order to be eligible for the election candidates must attend this course.
DIRECTOR IDENTIFICATION NUMBER (DIN)
The Director Identification Number (DIN) regime has been passed by parliament and is now law. Under the new law, all directors of companies registered under the Corporations Act 2001 will need to have one unique identifier. The DIN is unique to each director and is intended to help prevent the use of false or fraudulent director identities. Directors use the same DIN for all companies they are a director of.
There are 3 methods to apply for a DIN, all will require various identification documents:
1. Online at the Australian Business Registry Services (ABRS) www.abrs.gov.au.
2. By phoning the ABRS on 13 62 50.
3. Through lodgement of a paper application.
To be eligible to become a Director, you will need to obtain a DIN prior to the closing date for Nominations to the Board which is Friday 21 April 2023 at 6.00pm.
VOTING TIMES
Monday 24th April 2023 12.00 pm to 8.00 pm
Tuesday 25th April 2023
ANZAC Day - No Voting
Wednesday 26th April 2023 12.00 pm to 8.00 pm
Thursday 27th April 2023 12.00 pm to 8.00 pm
Friday 28th April 2023 12.00 pm to 8.00 pm
Saturday 29th April 2023 4.00 pm to 8.00 pm
When the Returning Officer, David Smith, has determined the result, it will be declared at the Annual General Meeting on Sunday 30 April 2023 at the appropriate time on the agenda.
For further information, Members attention is drawn to the Club’s Constitution and ByLaws of Hornsby RSL Club Limited.
VOTING PROCEDURES
Instructions for Election of Directors.
These instructions are in compliance with Hornsby RSL Club Constitution, the Corporations Act and the NSW Registered Clubs Act.
Conduct of the Election of Board
Chief Executive Officer shall be responsible for the provision of secret voting facilities in a section of the Club as directed by the Board of Directors.
The Election of the Board shall be conducted in accordance with rule 26 of the Club’s Constitution.
VOTING /POLLING BOOTH FACILITIES
These facilities shall consist of:-
i) Two (2) separate ballot booths.
ii) Table and Chairs for polling booth attendants.
iii) An up to date numerical membership register, pens, pencils, rulers and highlighters for use by polling booth attendants.
iv) A list of members of staff who are Club members and ineligible to vote.
v) A board displaying photographs and resume of all Candidates
Note: Details of candidate’s resumes shall be the Candidates responsibility.
vi) Locked ballot boxes, the keys will be retained by the Returning Officer.
vii) Maintenance of and daily distribution to the polling booth attendants of ballot papers and instructions on the duties expected of them.
CLOSE OF BALLOT
At the close of the ballot at 8.00pm on Saturday 29 April 2023, the Chief Executive Officer shall hand all locked ballot boxes, voting tally sheets and membership register to the Returning Officer, David Smith.
RETURNING OFFICER
The Returning Officer, David Smith, shall then be responsible for:
i. Counting and collating of all votes in an area as allocated by the Chief Executive Officer, such area to be “out of bounds” to all Directors, Members and Staff, during the period of the count.
ii. Placing in a sealed envelope, the results of his count, this envelope is to remain in his possession, to be opened by the Returning Officer, David Smith, when requested to do so by the Chairman at the Annual General Meeting.
N.B. The Chief Executive Officer is to ensure adequate security in the event of the Returning Officer being on Club premises after the departure of Club Staff.
VOTING ELIGIBILITY
All eligible financial Ordinary Members (except club staff) and Life Members of Hornsby RSL Club Limited shall be entitled to vote on producing a current membership card to polling booth attendants.
Note: In accordance with the Club’s Constitution, eligible members are members who have been financial members for at least 12 months before the date of the AGM.
STAFF
Club Members who are also club staff are ineligible to vote and are to be identified prior to any voting.
VOTING
i. There will be no postal, absentee or proxy voting.
ii. Votes shall only be cast at the polling booth.
iii. Votes cast in any other area of the Club shall be declared invalid.
iv. It is an offence for any Club or Staff Member to move blank ballot papers from the polling booth area to any other area of the Club.
HOW TO VOTE CARDS
Individual Candidates may produce/ distribute how to vote cards providing:
a. A copy of such how to vote card is submitted to the Chief Executive Officer prior to the opening of the ballot.
b. How to vote cards must be signed/ authorised by all the Candidate(s) concerned who are named in the document.
c. How to vote cards will not be distributed within the precincts of any Club Building, Carpark or within 50 metres of either Club Foyer. Any member found in breach of this rule may be subject to disciplinary action. Any candidate found in breach of this rule may render themselves ineligible to nominate for any Candidature.
d. Any Member giving misleading information or attempting to utilise their association with Hornsby RSL Club Limited may render themselves ineligible to nominate for any Candidature.
e. How to vote cards will not be distributed by Club Staff.
f. How to vote cards will not be produced employing Club staff, stationery and/or Club photocopying facilities.
MEMBERS IN ATTENDANCE
All Members in attendance are to produce their current financial membership card and sign the Annual General Meeting attendance book.
Showroom Doors close at 11.00am.
WANTED - VOLUNTEER POLLING CLERKS
Voting for the 2023 Board of Directors will be held at the Club from:
Monday 24th April until Saturday 29th April 2023.
Voting begins at 12 noon Monday to Friday and 4.00 pm on Saturday.
If you are able to assist as a Clerk, please contact Jaynie on 9485 3201 or jnovotny@hornsbyrsl.com.au
