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NOTICE OF ANNUAL GENERAL MEETING NOTICE OF ANNUAL GENERAL MEETING

NORTH SYDNEY LEAGUES’ CLUB LIMITED ACN 000 147 544 NORTH SYDNEY LEAGUES’ CLUB LIMITED ACN 000 147 544 NOTICE is hereby given that the ANNUAL GENERAL MEETING of NORTH SYDNEY LEAGUES’ CLUB LIMITED NOTICE is hereby given that the ANNUAL GENERAL ACN 000 147 544 (Club) MEETING of NORTH SYDNEY LEAGUES’ CLUB LIMITED will be held at

ACN 000 147 544 (Club) will be held at:

Norths 12 Abbott Street, Cammeray 12 Abbott Street, Cammeray NSWNSW and by videolink at Seagulls Club Tweed Heads

and by Video Conference at:

on MONDAY, 31st MAY 2021 AT 7.00PM

Seagulls Club Tweed Heads

on MONDAY, 27th JULY 2020 AT 7.00PM Members should read the Important Notice to Members which is set out at the end of this Notice of Meeting.

BUSINESS 1. Apologies. BUSINESS 1. Apologies. 2. To receive and consider the Financial Report, Directors’ 2. Report To receive and consider Report,31st Directors’ and Auditor’s Reportthe for Financial the year ended Report and Auditor’s Report for the year ended 31st December 2020. December 2019. 3. To consider, and if thought fit, pass the two Ordinary 3. To consider, and if thought fit, pass each of the two Resolutions and the Special Resolution set out below in this Ordinary Resolutions appearing in this Notice under the notice. heading “Ordinary Resolutions” with regard to benefits of Directors of the Club and others. 4. To declare the results of the ballot for the positions of three (3) 4. directors To declare thethe results of the ballot for Directors. under triennial rule.

NOTES TO MEMBERS NOTES TO MEMBERS (a)

1.

The Club’s Annual Report for 2019 containing the Financial Report, Report Auditors Report may be The Club’s Directors Annual Report for and the year ending 31st December viewed on the Club’s website. Copies may also 2020 which contains the Financial Report, Directors Report be and obtained on request the Chief Executive Auditors Report may betoviewed on the Club’s Officer. website. Copies

also be are obtained on request to any the Chief Executive Officer. (b) may Members requested to direct questions or issues about the business to be conducted at the Annual General 2. Members requested direct any or issues about Meetingare (including anyto questions onquestions the Financial Report) the to Executive be conducted at the Annual General Meeting tobusiness the Chief Officer at least 7 days before the (including any questions on the Financialas Report) to the Annual General Meeting. Members a whole willChief be Executive at least 7 days before the Annual General given a Officer reasonable opportunity to ask questions of the Meeting. Members as a whole meeting without prior notice.will be given a reasonable opportunity to ask questions of the meeting without prior (c) Only Life members and financial Club members are notice. entitled to attend and vote at the Annual General Meeting. (d) Only Under the Registered Clubs Club Act, members employees areto 3. Life members and financial arewho entitled members (Staff members) are not eligible to vote and attend and vote at the Annual General Meeting. proxy voting is prohibited. 4. Under the Registered Clubs Act, Staff members and any other (e) To be passed, an Ordinary Resolution requires votes from employees who are members of the Club are not eligible to a simple majority (ie. 50% + 1) of members present and attend and vote at the meeting and proxy voting is prohibited. voting on the Ordinary Resolution at the meeting.

12 Abbott Street, Cammeray NSW 2062 12 Abbott Street, Cammeray NSW 2062 Tel. 02 9245 3000 Tel. 02 9245 3000 Email: info@norths.com.au Email: info@norths.com.au Web: northscollective.com.au Web: northscollective.com.au 92 147 000544 147 544 ABNABN 92 000

5.

To be passed, an Ordinary Resolution requires votes from a simple majority (ie. 50% + 1) of members present and voting on the Ordinary Resolution at the meeting.

6.

To be passed, the Special Resolution requires votes from not less than three quarters of members present and voting on the Special Resolution at the meeting.


NOTICE OF ANNUAL GENERAL MEETING BOARD OF DIRECTORS ELECTION PROCEDURES 1.

The Board is elected under the triennial rule whereby a third of the Board is elected each year for a three (3) year term on a rotating basis.

2.

Three (3) directors will be elected this year.

3.

Nomination forms may be obtained from reception at Norths Cammeray and Seagulls Club from 11:00am on Monday 3rd May 2021.

4.

Nominations will close at midday on Monday 17th May 2021 and all nomination forms must be returned to the Club at Norths Cammeray or Seagulls Club before that time.

meetings as approved by the Board from time to time on the production of invoices, receipts or other proper documentary evidence of such expenditure; c.

The reasonable costs of Directors attending club industry association conferences and meetings;

d. The reasonable costs of Directors attending seminars, lectures, trade displays and other similar events as may be determined by the Board from time to time. e. The reasonable costs of Directors undertaking training as required by the Registered Clubs Act. f.

The reasonable costs of Directors attending other registered clubs for the purpose of viewing and assessing their facilities and methods of operation provided such attendances are approved by the Board as being necessary for the benefit of the Club;

5.

A nominee for election to the Board must have been a member of the Club for a continuous period of three (3) years immediately prior to the date of their nomination.

6.

If by the close of nominations more than two (2) nominations have been received, then a ballot (vote) to determine the two successful candidates will be necessary.

7.

The draw for the order of the candidates on the ballot paper will be conducted by the Returning Officer at 5:00pm on Monday 17th May 2021 in the Club’s reception area near the main lounge at Norths Cammeray.

8.

Candidates may be present to observe the draw for ballot position in the presence of the Returning Officer.

Explanatory Note for Members Regarding the First Ordinary Resolution

9.

The ballot (voting) commences on Monday 24th May 2021 and finishes on Sunday 30th May 2021 between the hours of 12 noon to 8pm daily at Norths Cammeray and Seagulls Club.

In accordance with the requirements of section 10 of the Registered Clubs Act, members are asked to approve the above benefits and expenses for Directors up to the Annual General Meeting in 2022.

g. The reasonable costs of blazers and associated apparel for the use of Directors when representing the Club; h.

10. Information about the candidates will be made available for viewing before voting commences within the legal and governance tab on the Club website and included within this publication.

ORDINARY RESOLUTIONS

The reasonable cost of Directors and their partners attending an annual dinner and other functions relating to the club industry where appropriate and required to represent the Club.”

SECOND ORDINARY RESOLUTION “That the members approve the payment of the following honorariums (plus superannuation) to Directors in the period from this Annual General Meeting to the Annual General Meeting of the Club in 2022:

FIRST ORDINARY RESOLUTION a. “That the members hereby approve expenditure not exceeding $50,000 (plus Goods and Services Tax) during the period from this Annual General Meeting to the Annual General Meeting in 2022 to provide the benefits in paragraphs (a) to (h) below which are not available to members generally but only to those members who are Directors of the Club (and in relation to paragraph (h) also their partners): a.

The reasonable costs of providing meals and refreshments for Directors in respect of each Board or committee meeting of the Club;

b. The reimbursement of reasonable expenses incurred by Directors in travelling to and from Directors’ meetings or other

President:

$13,750.

b. Vice President:

$7,920.

c.

$6,600.”

Each other director:

Explanatory Note for Members Regarding the Second Ordinary Resolution 1.

Under section 10(6)(b) of the Registered Clubs Act, honorariums may be paid to the Directors if they are approved by an ordinary resolution of the members.

2.

The Superannuation Guarantee (Administration) Act 1992,


requires superannuation contributions to be paid at the current statutory rate on all three honorariums. These contributions will be in addition to the amounts of the honorariums stated above. 3.

d.

The amount of each of the honorariums is the same as approved at last year’s Annual General Meeting.

SPECIAL RESOLUTION

h.

inserting into Rule 44(a) the words “(other than Junior members)” after the words “All members”.

i.

inserting into Rule 44(g) the words “or require a guest of a member to leave the premises of the Club (or any part thereof) at any time” before the words “without notice”.

j.

deleting from Rule 51(j) the figure “41J” and inserting the figure “41E”.

k.

inserting at the end of Rule 64(a) the words “In addition to this, a resolution may be passed by the Board if the proposed resolution is emailed to all directors and all directors agree to the proposed resolution by each director sending a reply email to that effect. The resolution shall be passed when the last director sends their email agreeing to the resolution.”

l.

deleting Rule 64(g).

That the Constitution of North Sydney Leagues Club Limited be amended by: a.

inserting into Rule 27(d) the words “refuse a person admission to the Club as a Temporary member and/or” after the words “then on duty, may”.

b. inserting at the end of Rule 27(e) the words “unless that person is a member of another registered club and satisfies with the requirements of Rule 26(c)”. c.

inserting into Rule 28 the words “Life member” after the words “Temporary member”.

d. inserting the following new Rule 32(e): e. “The Secretary or senior employee then on duty may terminate the membership of any Provisional member at any time without notice and without having to provide any 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.“ e. inserting into Rule 41(h) the words “, the Secretary (independently of the Board)” after the words “the Board”. f.

inserting into Rule 42(a)(vi) the words “or by law” after the words “conditions of the Club Licence”.

g. inserting the following new Rules 42(b) to (d) inclusive and renumbering the remaining provisions of Rule 42 accordingly: b.

“If pursuant to Rule 42(a),a person (including a member) has been refused admission to, or has been turned out of, the premises of the Club, the Secretary of the Club or (subject to Rule 43(e)) an employee of the Club, may at any subsequent time, refuse to admit that person into the premises of the Club or may turn the person out, or cause the person to be turned out of the premises of the Club.

c. Without limiting Rule 43(b), if a person has been refused admission to or turned out of the Club in accordance with Rule 42(a)(i), the person must not re enter or attempt to re-enter the Club within twenty four (24) hours of being refused admission or being turned out.

Without limiting Rule 43(b), if a person has been refused admission to or turned out of the Club in accordance with Rule 42(a)(i), the person must not remain in the vicinity of the Club or re-enter the vicinity of the Club within six (6) hours of being refused admission or being turned out.”

m. inserting into Rule 66(f) the words “, the Liquor Act” after the words “under the Act”. n.

inserting the following new Rule 66(m): m. “was not entitled to stand for or be elected or appointed to the Board”.

o. inserting the following new Rules 70A to 70D inclusive:

“70A.

The Board may cancel or postpone any general meeting prior to the date on which it is to be held, except where such cancellation or postponement would be contrary to the Act. The Board may give such notice of the cancellation or postponement as it thinks fit but any failure to give notice of the cancellation or postponement does not invalidate the cancellation or postponement or any resolution passed at a postponed meeting. This Rule will not operate in relation to a meeting called pursuant to a request or requisition of members.

70B,

The Board may withdraw any resolution which has been proposed by the Board and which is to be considered at a general meeting, except where the withdrawal of such a resolution would be contrary to the Act.

70C.

The Club may hold a general meeting (including Annual General Meeting) at two (2) or more venues using any technology that gives the members as a whole a reasonable opportunity to participate at the meeting.


70D

If permitted by the Act, the Club may hold hybrid or virtual only general meetings (including Annual General Meetings). 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.”

p. deleting Rule 83 and inserting the following new Rules 83 and 83A:

“83.

The Board shall, not less than twenty one (21) days before each Annual General Meeting and in any event within four (4) months of the end of the financial year of the Club, report to members in accordance with Division 4 of Part 2M.3 of the Act.

83A.

In accordance with Section 317 of the Act, the Board shall lay before the Annual General Meeting in respect of the financial year ending on the last day of December immediately prior to the Annual General Meeting:

a.

q. deleting Rule 86(b) and inserting the following new Rule 86(b) and renumbering the third paragraph of Rule 86 from (b) to (c):

“(b)

Subject to paragraph (c) of this Rule 86 and the provisions of the Registered Clubs Act, the Club must not enter into a commercial arrangement or contract with:

(i)

the Secretary; or

(ii)

any close relative (as defined in the Registered Clubs Accountability Code referred to in Rule 51A of this Constitution) of the Secretary;

any company or other body in which the Secretary or a close relative of the Secretary has a controlling interest (as defined in the Registered Clubs Accountability Code referred to in Rule 51A of this Constitution).”

r.

(iii)

deleting Rules 90 to 92 inclusive and inserting the following new Rules 90 to 92B inclusive:

“90.

A notice may be given by the Club to any member either:

a.

personally;

b.

by sending it by post to the address of the member recorded for that member in the Register of Members kept pursuant to this Constitution;

d.

by notifying the member in accordance with Rule 91 (in the case of notices of general meetings (including Annual General Meetings) only). If the member nominates:

a.

an electronic means (the nominated notification means) by which the member may be notified that notices of meeting are available; and

b.

an electronic means (the nominated access means) which the member may use to access notices of meeting;

the Club may give the member notice of the meeting by notifying the member (using the nominated notification means);

the financial report of the Club; and

the auditors’ report on the financial report.

by sending it to the electronic address (if any) nominated by the member; or

91.

b. the directors’ report; c.

c.

92.

c.

that the notice of meeting is available; and

d.

how the member may use the nominated access means to access the notice of meeting.

Where a notice is sent by post to a member in accordance with Rule 90, the notice shall be deemed to have been received by the members three (3) days after the notice was posted,

92A. Where a notice is sent by electronic means, the notice is taken to have been given on the day following that on which it was sent. 92B. Where a notice of general meeting (including Annual General Meeting) is sent to a member in accordance with Rule 91, the notice is taken to be given on the day following that on which the member is notified that the notice of meeting is available.”


NOTICE OF ANNUAL GENERAL MEETING Explanatory Note for Members Regarding Special Resolution 1.

The Special Resolution proposes a series of amendments to the Club’s Constitution to bring it into line with best practice and the requirements of the Corporations Act, Liquor Act and Registered Clubs Act.

11. Paragraphs (m) and (n) amends existing provisions relating to the circumstances in which vacancies on the Board arise to bring them into line with the Liquor Act and best practice. 12. Paragraph (o) inserts new provisions relating to general meetings which are consistent with the Corporations Act.

2.

Paragraphs (a), (b) and (d) amend provisions relating to Temporary and Provisional members to bring them into line with the Registered Clubs Act.

13. Paragraph (p) amend existing provisions relating to the Club’s reporting requirements to members to bring them into line with the Corporations Act.

3.

Paragraph (c) inserts an appropriate reference to Life members.

4.

Paragraph (e) clarifies that if a member has been issued with a notice of disciplinary charge and hearing for engaging in unacceptable conduct, the Secretary may provisionally suspend the member from membership of the Club pending the disciplinary hearing.

14. Paragraph (q) amends existing provisions relating to contracts with the Secretary to bring those provisions into line with the Registered Clubs Act and the Registered Clubs Accountability Code.

5.

Paragraphs (f) and (g) amend existing provisions relating to the removal of persons from the Club’s premises to bring them into line with the Liquor Act.

6.

Paragraph (h) inserts an appropriate reference to Junior members.

7.

Paragraph (i) clarifies that the Club can require a guest of a member to leave the Club’s premises.

8.

Paragraph (j) updates a cross reference to the Registered Clubs Act.

9.

Paragraph (k) clarifies that the Board may pass resolutions by way of email. This is permitted by the Corporations Act.

10. Paragraph (l) deletes provisions which are no longer required because they reflect now outdated provisions of the Registered Club.

15. Paragraph (r) amends existing provisions relating to the provision of notices by the Club to members to bring them into line with the Corporations Act and it also clarifies that all notices which are sent by post will be deemed to be received three (3) days after the notice has been posted.

By direction of the Board Luke Simmons

Chief Executive Officer Dated: 21st April 2021


YOUR CURRENT BOARD DIRECTORS TONY SALIER Lawyer • Vice-President of North Sydney Leagues Club Ltd since December 2010 • Director of North Sydney Leagues Club Ltd since May 2000 • Chair of the Audit and Finance Committee • Chair of the Risk and Governance Committee • Life Member of North Sydney District Rugby League Football Club • Director of private companies, and trustee of charitable foundations and estates, with combined assets in excess of $150 million

WAYNE G BENNETT Electronics and communications AQF diploma level Qualified single engine jet pilot 1980’s • Director of North Sydney Leagues Club Ltd since January 2016 • Member of the Seagulls Masterplan Committee • Secretary of North Sydney Leagues Social Golf Club for in excess of 15 years • Telstra technical officer • Naval fleet air arm pilot course 81/82 • Network engineer Computer Sciences Australia • Owner/manager of a data communications company 1984 to present

NOTICE OF ANNUAL GENERAL MEETING

TERENCE KEEN Certified Work Place Trainer and Assessor in Hospitality • Director of North Sydney Leagues Club Ltd NORTH SYDNEY LEAGUES’ CLUB LIMITED since May 2006 ACN 000 147 544 • Member of the Seagulls Masterplan Committee • Member of the Seagulls Intraclub Committee • Member of the Seagulls Disciplinary Committee • SRLFC Administrator from 1999-2002 NOTICE is hereby given that the ANNUAL GENERAL • SRLFC CEO 2003, 2010-2013 MEETING of NORTH SYDNEY LEAGUES’ • SRLFC Director 2005-2009 CLUB LIMITED JUSTIN OWEN

BOB ANTHONY Tweed Shire Council Communications Officer • Director of North Sydney Leagues Club Ltd BUSINESS since March 2019 1. Apologies. • Member of the Seagulls Masterplan Committee 2. To receive and the • consider Member of theFinancial Seagulls Report, Intraclub Directors’ Committee Report and • Auditor’s Report for the year ended Member of the inaugural Seagulls Rugby31st December 2019. League Club Hall of Fame Committee • Board Member of the Youth Music Venture 3. To consider, andcharity if thought each of the two initiativefit, onpass the Gold Coast • Former editor of both theNotice Tweed Daily Ordinary Resolutions appearing in this underNews the and The Gold Coast Sun newspapers with heading “Ordinary Resolutions” with regard to benefits more than 33 years in the media industry of Directors of Club and others. and columnist • theMagazine producer

4.

ACN 000 147 544 (Club) will be held at: 12 Abbott Street, Cammeray NSW Lawyer

Director of North Sydney Leagues Club Ltd

and by Video Conference at:2019 since May •

Member of Responsible and Sustainable Gaming Committee Seagulls Club Tweed Heads • Director of North Sydney District Rugby League Football Club January 2016 on MONDAY, 27th JULY 2020 ATsince 7.00PM • Company Secretary of North Sydney District Rugby League Football Club since July 2016 Members should theMember, Important Notice to Appeals Members • read Senior Administrative Tribunal since July 2017 which is set out at the end of this Notice of Meeting. • Barrister and Solicitor, High Court of Australia; Solcitor of Supreme Courts of NSW & Victoria • Previously held senior roles in banking and with ASIC • Former General Manager of Australian Hotels Association (NSW) • Graduate, Australian Institute of Company Directors MARK HOLMAN Chartered Accountant • President of North Sydney Leagues Club Ltd since December 2010 • Vice-President of North Sydney Leagues Club Ltd from May 2008 to December 2010 • Director of North Sydney Leagues Club Ltd since May 2006 • Member of the Seagulls Masterplan Committee • Member of the Audit and Finance Committee • Member of the Risk and Governance Committee 12 Abbott Street, Cammeray 2062 Hotels Asia Pacific Holdings • DirectorNSW of Carlson Pty Ltd, which operatesthe Radisson chain of Tel. 02 9245 3000 hotels throughout Australia

Email: info@norths.com.au Web: northscollective.com.au ABN 92 000 147 544 Standing for Election

To declare the results of the ballot for Directors.

DIANE MACLEAN Retired General Counsel NOTES TO MEMBERS • Director of North Sydney Leagues Club Ltd March (a) The Club’s Annualsince Report for2020 2019 containing the Financial • Member of the Risk and Governance Report, Directors Report and Auditors Report may be Committee viewed on • the Member Club’s website. Copies and maySustainable also be of the Responsible Gaming Committee obtained on request to the Chief Executive Officer. • Retired General Counsel for various Telstra (b) Members are requested direct any questions or issues business to units • Solicitor of the High Court Australia and of about the business to be conducted at theof Annual General the Supreme Court of NSW 1976 to 2014 Meeting (including any questions on the Financial Report) • Director Intech Credit Union Limited 1995 to to the Chief Executive 2013 Officer at least 7 days before the • Director Dunmore Langas Colleges Limited 1984 Annual General Meeting. Members a whole will be to 1998 given a reasonable opportunity to ask questions of the • Graduate, Australian Institute of Company meeting without prior notice. Directors

(c)

Only Life members and financial Club members are entitled to attend and vote at the Annual General Meeting. DANIEL DICKSON

(d)

Under the Registered Act, employees are • DirectorClubs of North Sydney Leagues who Club Ltd members (Staff members) are not eligible to vote and from June 2020 to March 2021; since April 2021 Member of Audit and Finance Committee proxy voting• is prohibited.

(e)

To be passed, an League Ordinary Resolution requires votes Football Club since March 2020from • Director of + multiple private companies a simple majority (ie. 50% 1) of members present and • Managing Director at Amarco Enterprises Pty Ltd voting on the• Ordinary Resolution at the meeting. Business experience across multiple

Managing Director of multiple businesses

Chairman of North Sydney District Rugby

businesses from import & distribution, marketing, manufacturing and education Strong experience in strategy and people management


12 Abbott Street, Cammeray NSW 2062 Tel. 02 9245 3000 Email: info@norths.com.au Web: northscollective.com.au ABN 92 000 147 544

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