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NORTH SYDNEY LEAGUES’ CLUB LIMITED ACN 000 147 544

NOTICE OF ANNUAL GENERAL MEETING NOTICE is hereby given that the Annual General Meeting of North Sydney Leagues’ Club Limited ACN 000 147 544 (Club) will be held as follows: Location: 12 Abbott Street, Cammeray NSW and by video link at Seagulls Club, Gollan Drive Tweed Heads NSW; Date:

Monday, 14 May 2012

Time:

7:00pm

BUSINESS 1. Apologies.

5. To consider, and if thought fit, to pass the Ordinary Resolution appearing under the heading “Second Ordinary Resolution” with regard to declaring part of the Club’s premises at Seagulls Club to be non-core property for the purposes of section 41J of the Registered Clubs Act. 6. To consider, and if thought fits, to pass the Special Resolution appearing under the heading “Special Resolution to Amend the Club’s Constitution”. 7. To declare the results of the 2012 election of the Board of Directors.

2. To receive and confirm the Minutes of the Annual General Meeting held 16 May 2011.

The Club’s Annual Report for 2011 may be viewed on the Club’s website.

3. To receive and consider the Annual Report and Balance Sheet for the year ended 31st December 2011.

FIRST ORDINARY RESOLUTION

4. To consider and, if thought fit, to pass the Ordinary Resolution appearing under the heading “First Ordinary Resolution” with regard to benefits of Directors of the Club and others.

“(a) That pursuant to section 10(6A)(b) of the Registered Clubs Act 1976 (NSW), the members hereby approve a sum not exceeding $50,000 and agree to, the members of the Board and the other persons referred to below, during the period from the 2012 Annual General Meeting to the 2013 Annual General Meeting, receiving the following benefits and the members further acknowledge that the benefits outlined in subparagraphs (i) to (vii) are not available to members generally but only to those members who are elected Directors of the Club and the other persons referred to below:


I.

The reasonable costs of travel, meals and refreshments to be associated with each Board meeting of the Club;

II.

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

III.

The reasonable costs of Directors attending Industry Association conferences and meetings;

IV.

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.

V.

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;

VI.

The provision of blazers and associated apparel for the use of Club Directors when representing the Club;

VII.

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

GENERAL NOTES FOR MEMBERS REGARDING THE FIRST ORDINARY RESOLUTION 1. In accordance with the requirements of section 10 of the Registered Clubs Act 1976 (NSW) (Registered Clubs Act), members are asked to approve the above benefits and expenses for the Board up to the next Annual General Meeting. 2. To be passed, the First Ordinary Resolution must receive votes in its favour from not less than a simple majority of those members, who being eligible to do so, vote in person at the meeting. 3. Members who are employees of the Club are not entitled to vote.

4. Proxy voting is prohibited by the Registered Clubs Act. 5. The Board recommends that members vote in favour of the First Ordinary Resolution.

SECOND ORDINARY RESOLUTION “The members declare that part of the Seagulls Leagues Club premises located at Gollan Drive, Tweed Heads West (being Lot 2 in Deposited Plan 881169), being those parts which are shown with hatching (Declared Land) in the attached plans to be non-core property for the purposes of section 41J of the Registered Clubs Act 1976 (NSW).”

EXPLANATORY MESSAGE REGARDING THE SECOND ORDINARY RESOLUTION 1. The Second Ordinary Resolution is proposed in accordance with section 41J of the Registered Clubs Act for the purpose of declaring the Declared Land to be non-core property. The Declared Land forms part of the Seagulls Leagues Club (Seagulls Club) premises located at Gollan Drive, Tweed Heads West, being lot 2 in Deposited Plan 881169. 2. The Declared Land is located on the ground floor, first floor and second floor of clubhouse at the Seagulls Club premises. 3. Under section 41J of the Registered Clubs Act, the members may declare any of the following areas of real property owned or occupied by the Club to be non-core property: (a)

the (licensed) premises of the Club, or

(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 of the Club.

4. The effect of declaring any part of the real property of the Club to be non-core property is that the approval of the members will not be required for the disposal (by way of sale, lease, licence or otherwise) of that property.


5. The Declared Land forms part of the licensed premises of the Seagulls Club. In 2009, members declared part of the licensed premises of the Seagulls Club as non-core property for the purposes of section 41J of the Registered Clubs Act. The areas declared as non-core property in 2009 partially been licensed for use by a commercial operator as futsal courts. However, the Club continues to seek expressions of interest for use of the remaining areas already declared as non-core property. 6. Areas of the Seagulls Club premises which are presently non-core remain part of an ongoing diversification process pursuant to which the Club’s Board seeks reduce the Club’s dependence on gaming revenue by creating alternate sources of income to ensure the long term future and viability of the Club and the provision of services to our members. 7. The desire to reduce the Club’s dependence on gaming revenue is part of a master plan for the Seagulls Club premises pursuant to which the Club’s operating costs are significantly reduced and the Seagulls Club returns to profitability. 8. The declaration of the Declared Land as (additional) non-core land will enable the Board to pursue new discussions with third parties for use of other parts of the Seagulls Club premises in return for rental income payable to the Club. Part of the existing non-core area has proved difficult to lease or licence but it is anticipated that the expansion of the non-core area by including the Declared Land will attract prospective commercial operators to take up the use of areas which are deemed to be surplus registered club licensing purposes. 9. Presently, the Club is in negotiation with a third party commercial services provider to lease part of the Declared Land and part of the existing non-core area. 10. If the current proposal by the commercial services provider is formalised, there will be rental income payable to the Club and a decrease in operating costs. In addition, the Club’s patrons will have the benefit of a complimentary services facility within the Clubhouse building.

11. If for any reason the current proposal does not proceed, the Club may enter an agreement with another commercial operator to provide additional income to the Club and reduce operating costs. In that event, the Club will strive to find a commercial operator whose proposed use of the non-core areas, including the Declared Land, has a synergy with the Seagulls Club business and patron’s use of the Seagulls Club premises. 12. The attached plan shows the areas of the Seagulls Club premises declared as non-core in 2009 and shows the additional areas which would be declared as non-core if the Second Ordinary Resolution is passed.


GENERAL NOTES FOR MEMBERS REGARDING THE SECOND ORDINARY RESOLUTION 1. To be passed, the Second Ordinary Resolution must receive votes in its favour from not less than a simple majority of those Ordinary Members and Life Members, who being eligible to do so, vote in person at the meeting. 2. Members who are employees of the Club are not entitled to vote. 3. Proxy voting is prohibited by the Registered Clubs Act.

SPECIAL RESOLUTION TO AMEND THE CLUB’S CONSTITUTION “That the Constitution of North Sydney Leagues’ Club Limited be amended as follows: •

Deleting Rule 7(c) and inserting instead the following new Rule 7(c): “(c)

4. The Board recommends that members vote in favour of the Second Ordinary Resolution.

Subject to the provisions of sections 10(1)(j) and 10(7) of the Registered Clubs Act and any other applicable provision of the Registered Clubs Act, a person, other than the Club or its members, shall not be entitled under the rules of the Club or otherwise to derive, directly or indirectly, ay profit, benefit or advantage from the ownership or occupation of the licensed premises of the Club.”

• Amending Rule 27(f) by replacing the words “Casino, Liquor and Gaming Control Authority” with the words “Independent Liquor and Gaming Authority” so that the Rule reads as follows: “(f)

Temporary members must be admitted to the Club in accordance with the procedures and requirements established by the Board and of the Registered Clubs Act (or any Act amending or replacing same). The Board may pass by-laws which allow temporary members to be admitted for a period of up to, but not exceeding, 7 consecutive days (or for such longer period not exceeding 30 consecutive days as the Independent Liquor and Gaming Authority may approve in writing). The by-laws may provide that persons may be admitted for different periods up to the maximum periods permitted under this Rule.”


• Amending Rule 64(b) by deleting the word and number “Section 231” and replacing it with the words and numbers “sections 191 or 192” so that Rule 64(b) reads as follows: (b)

A member of the Board is not disqualified by reason of his or her office from contracting with the Club either as vendor or purchaser or otherwise, nor will any such contract or arrangement entered into, by or on behalf of the Club in which any member of the Board is in any way interested be avoided, nor will any member of the Board so contracting or being so interested be liable to account to the Club for any profit realised by any such contract or arrangement by reason only of such member of the Board holding that office or of the fiduciary relationship thereby established, but in accordance with the provisions of sections 191 or 192 of the Act it is the duty of the member of the Board to declare the nature of his or her interest at a meeting of the Board and it is the duty of the Secretary to record such declaration in the Minutes of the meeting.””

4.

Change to Rule 27(f) of the Club’s Constitution 5.

The Casino, Liquor and Gaming Control Authority has been renamed the “Independent Liquor and Gaming Authority” pursuant to the Clubs, Liquor and Gaming Machines Legislation Amendment Act 2011 (NSW). The name change took effect on 1 March 2012.

6.

Rule 27(f) currently contains reference to the former name of the Independent Liquor and Gaming Authority.

Change to Rule 64(b) of the Club’s Constitution 7.

Rule 64(b) presently refers to a predecessor to the relevant sections of the Corporations Act. The Rule should instead refer to the current relevant provisions, being section 191 and 192 of the Corporations Act. These deal with directors’ duties of disclosure of and voting on matters involving material personal interests.

8.

The rest of Rule 64 refers to the current provisions of the Corporations Act and does not need amendment.

EXPLANATORY MESSAGE REGARDING THE SPECIAL RESOLUTION Replacement of Rule 7(c) of the Club’s Constitution 1.

The Registered Clubs Act restricts who may benefit from a registered club’s liquor licence, subject to various exceptions contained in the Registered Clubs Act.

2.

Section 10(1)(j) of the has until very recently registered club and its from the fact that the a liquor licence under (NSW).

3.

Section 10(1)(j) of the Registered Clubs Act was recently amended to provide that only a registered club and its members may benefit from the ownership or occupation of the premises of the club.

Registered Clubs Act provided that only a members may benefit registered club holds the Liquor Act 2007

An exception is where the Independent Liquor and Gaming Authority considers the benefit granted is reasonable in the circumstances (section 10(7) of the Registered Clubs Act). A further exception is contained in section 10(1)(j) of the Registered Clubs Act, where the benefit is reasonable and proper interest paid under a loan agreement or reasonable and proper rent or occupation fees, in either case arising out of dealings reasonably carried out or contracts made, in the ordinary course of the registered club’s business.


GENERAL NOTES FOR MEMBERS REGARDING THE SPECIAL RESOLUTION 1.

A member may on request to the Club office obtain a copy of the Constitution of the Club which contains the existing provisions that are proposed to be amended by the above Special Resolution.

2.

In accordance with Rule 99 of the Club’s Constitution, only Life Members and financial Club Members are entitled to vote on the Special Resolution.

3.

To be passed the Special Resolution must receive votes in its favour from not less than three-quarters of those members who being eligible to do so, vote in person at the meeting.

4.

As a result of the Special Resolution provisions of the Corporations Act, the Special Resolution must be considered as a whole and cannot be altered by motions from the floor of the meeting.

5.

Members who are employees of the Club are not entitled to vote.

6.

Proxy voting is prohibited by the Registered Clubs Act.

7.

The Board recommends that members vote in favour of the Special Resolution to amend the Constitution.

Please direct any questions or concerns about the business to be conducted at the Annual General Meeting (including the Financial Reports or Special Resolution to amend the Constitution) to the Chief Executive Officer, if possible at least 7 days before the Annual General Meeting.

Mr Luke Simmons Chief Executive Officer By direction of the Board Dated: 12 April 2012


Norths Resolutions AGM 2011