Port City Bowling Club Annual Report 2023

OFFICE BEARERS

CHAIRMAN

Christopher King

DEPUTY CHAIRMAN

Michael Hayes DIRECTORS

Wayne Evans, Ralph Gibbons, Jeffrey Pattinson, Michael Garrihy, Rodney McDonald

CHIEF EXECUTIVE OFFICER

David Gearing

OPERATIONS MANAGER

Adam Barrett

FINANCE MANAGER

Matthew Swain

MEETING

NOTICE is hereby given that the Annual General Meeting of PORT MACQUARIE CITY

BOWLING CLUB LIMITED will be held in the Clubhouse, 4 Owen Street Port Macquarie, New South Wales on 13 September 2023 commencing at 6:00pm.

BUSINESS

1. To receive apologies.

2. To confirm the minutes of the last Annual General Meeting held 20 September 2022.

3. To receive and consider the financial reports for the financial year ended 31 May 2023.

4. To receive and consider the Directors’ Report for the financial year ended 31 May 2023.

5. To receive and consider the Auditor’s Report on the financial report for the financial year ended 31 May 2023.

6. To declare the results of the ballot for the election of positions on the Board.

7. To consider and if thought fit pass the Special Resolution contained in this Notice to adopt a new Constitution.

8. To consider and if thought fit pass the Ordinary Resolutions contained in this Notice.

Dated: 31 July 2023

By direction of the Board

David Gearing CEO

THE RESOLUTIONS AND NOTES ON EACH RESOLUTION ARE CONTAINED IN THE FOLLOWING PAGES OF THIS NOTICE.

Important Notice regarding Questions for the Annual General Meeting

Members who have any questions regarding the reports or any other matter they wish raised at the Annual General Meeting should submit the question to the Chief Executive Officer in writing at least seven days before the date of the Annual General Meeting. This is to allow the Club time to prepare any information which may be required to respond to the question. If you do not do this, it may not be possible to answer your question at the meeting.

Important Notice in relation to Annual Reports

Members who previously requested to receive annual reports will receive them in the manner that they have elected to receive them. Members who have not elected to receive annual reports can access the annual report on the Club’s website www.portcity.com.au or by requesting a copy of the report from reception.

Notes on Resolutions and Voting at the Annual General Meeting

1. Below are 1 Special Resolution and 3 Ordinary Resolutions which will be considered at the Annual General Meeting.

2. Life members, Financial Bowling members and financial Social members who have been members of the Club for at least 12 months are eligible to vote on all resolutions.

4. A Special Resolution will be passed if at least three quarters (75%) of the votes cast on the resolution by members eligible to vote on the resolution are cast in favour of the resolution.

5. To be passed, an Ordinary Resolution will be passed if at least a majority (ie. 50% plus 1) of the votes cast on the resolution by members eligible to vote on the resolution are cast in favour of the resolution.

5. Under the Registered Clubs Act:

(a) proxy voting is prohibited; and

(b) employees cannot vote.

6. Notes on the resolutions follow each Resolution.

7. The Board recommends each Resolution to members.

SPECIAL RESOLUTIONS

That, with effect from the conclusion of the Annual General Meeting of the Club held in 2023, the Constitution of Port Macquarie City Bowling Club Limited (Club) in the form presented to the meeting (and having previously been made available to members) be adopted as the Constitution of the Club in substitution for and to the exclusion of the existing Articles and Memorandum of Association.

Notes to members on the Special Resolution

1. The Special Resolution proposes for members to approve the adoption of a new Constitution of the Club.

2. Following discussions with the Club’s solicitors, the Board was advised that the Club’s Articles and Memorandum of Association should be regularly reviewed and updated to ensure compliance with best practice and relevant legislation.

3. As opposed to making a number of piecemeal amendments to the Club’s Articles and Memorandum of Association, the Club engaged its solicitors to prepare a new constitution which reflected best practice and the relevant legal requirements whilst retaining the existing practices and operations of the Club.

4. Copies of the current and proposed Constitution are available on the Club’s website, noticeboard and on request from the reception. An Explanatory Memorandum is also on the website and noticeboard, available from the reception and is included in this Notice.

5. The Explanatory Memorandum outlines principal features of the proposed Constitution and its significant variations from the existing Constitution. This Explanatory Memorandum is also intended to assist members with understanding the proposed new Constitution and why it is appropriate to adopt it.

6. To be passed, a Special Resolution must receive votes in favour from three quarters (75%) of those members who, being eligible to do so, vote in favour of the Special Resolution at the meeting.

FIRST ORDINARY RESOLUTION

That pursuant to the Registered Clubs Act 1976 the members of Port Macquarie City Bowling Club Limited (Club) hereby:

(a) authorise for the period preceding the next Annual General Meeting payment of the following honorariums by as recommended by the board, in recognition of services rendered to the Club:

(i) Chairman $8,500 plus Superannuation as applicable by law.

(ii) Vice Chairman $7,000 plus Superannuation as applicable by law.

(iii) The remaining Directors (5) $5,000 each, plus Superannuation as applicable by law.

provided that:

(iv) all honorariums are to be paid pro rata to the service rendered, contingent on service being rendered.

(v) all honorariums, at the discretion of the Board may be paid in instalments (i.e., monthly, or quarterly) in arrears.

(b) acknowledge that the benefits in paragraph (a) above are not available to members generally, but only for those who are Directors of the Club.

Notes to members on the First Ordinary Resolution

1. An honorarium to a Director may only be paid if it has been approved by a resolution passed at a General Meeting of the Club.

2. The adoption of this resolution by the members will confirm the amount paid as honorariums at the expense of Club in recognition of services rendered to the Club for the period preceding the next Annual General Meeting and meet the requirements of the Corporations Act 2001 and the Registered Clubs Act 1976.

3. It is at the discretion of each Director as to whether they accept the honorarium.

4. Honorariums have not been changed since 2017/18 and have not kept up with the inflationary rate. The recommended increases endeavour to reflect inflation as well as to recognise the significant additional duties and responsibilities imposed on Directors since 2017/18

5. The adoption of this resolution by the members meets the requirements of our Constitution, the Corporations Act 2001, and the Registered Clubs Act 1976.

SECOND ORDINARY RESOLUTION

That pursuant to the Registered Clubs Act 1976 the members of Port Macquarie City Bowling Club Limited (Club) hereby:

(a) approve the payment or reimbursement of expenditure, at the expense of the Club, during the period preceding the next Annual General Meeting for the provision of the following:

(i) The reasonable cost of light snacks during Board meetings.

(ii) Reasonable expenses incurred in relation to such other duties including entertainment of special guests to the Club and other promotional activities performed by Directors provided that such activities and the expenses are approved by the Board before payment or reimbursement is made on the production of proper documentation of expenditure.

(iii) Reasonable expenses for the holding of an annual end of term office dinner, held at the Board’s discretion for the Directors, their special guests, and dignitaries.

(iv) The reasonable cost of attending the General Meetings and training seminars of ClubsNSW, Club Directors Institute and any other recognised association within the Registered Clubs Industry as may be determined by the Board from time to time.

(v) The reasonable cost of Director’s attending seminars, lectures, trade displays, structured study tours, fact finding tours and other similar activities as may be determined by the Board from time to time.

(vi) Directors & Officers insurance policies.

(vii) The reasonable cost of apparel (for example monogramed shirt or blouse) as required for the use of Directors when representing the Club.

(viii) The reasonable cost of an electronic device (e.g., laptop computer or tablet or similar device) being made available in respect of their duties as Directors of the Club.

(ix) The reasonable cost of Directors’ membership of professional associations such as Club Directors Institute.

(b) acknowledge that the benefits in paragraph (a) above are not available to members generally, but only for those who are Directors of the Club and those members directly involved in the above activities.

Notes to members on the Second Ordinary Resolution

1. Under the Registered Clubs Act 1976, Directors out-of-pocket expenses reasonably incurred while carrying out their duties can already be authorised by the Board. However, the resolution in the interests of transparency makes disclosures of some of the type of expenses likely to be incurred.

2. To the extent that this resolution involves the payment of out-of-pocket expenses, this resolution will acknowledge that expenses of these types proposed are prima facie acceptable and there is or will be a current resolution of the Board authorising the payment of expenses of that kind before they are paid.

3. The amount of Director expenses shown in the Clubs accounting records for 2023 is $6,341. (In 2022 the figure was $12,288 and in 2021 it was $6,760.)

4. The adoption of this resolution by the members meets the requirements of the Clubs constitution the Corporations Act 2001 & the Registered Clubs Act 1976.

THIRD ORDINARY RESOLUTION

That pursuant to the Registered Clubs Act 1976, the members of the Port Macquarie City Bowling Club Limited (Club) hereby:

(a) approve, during the period preceding the next Annual General Meeting, at the expense of Club, the payment of or reimbursement of expenditure reasonably and properly incurred in carrying out the organising and supervising the playing of the game of lawn bowls activities, at the discretion of the Board for the provision of the following:

(i) Reasonable contribution towards the costs of running pennants.

(ii) Reasonable contribution towards the costs of travel, accommodation and allowances, if required, for successful pennant teams involved in State Pennant Finals.

(iii) Reasonable contribution towards the cost of travel, accommodation and allowances for bowlers who represent the Club in State & National final events.

(iv) Reasonable contribution towards the costs & benefits associated with Social Bowls activities.

(v) Reasonable facilities and services in relation to bowling activities including the provision of services of greenkeepers.

(vi) Provision of a Bowls Co-Ordinator & other Club management staff in relation to bowling activities.

(vii) Reasonable Cash payments for bowling members who are championship finalists.

(viii) Reasonable contribution towards the costs of uniforms & annual membership fees of Bowls NSW & zone entry fees.

(ix) Reasonable contribution towards the cost of food & beverages for bowling members and guests at special events such as prestige events & particularly member only event days.

(x) Reasonable contribution towards the procurement fees for special bowls events such as State Pennant Finals.

(xi) Sundry benefits for Bowling Members who may be recognised for their services rendered in assisting in the running of bowls activities by way of member reward points, to be awarded at the discretion of the Club, for such bowls activities including working bees, maintenance, umpiring marker & manager duties & acting as members of the bowls advisory panel.

(xii) $1,000 worth of member reward points to each member of the Bowls Advisory panel pro rata to service rendered and contingent on services being provided.

(b) acknowledge that the benefits (a) are not available to members generally but only those members who are Bowling members of the Club, however all members are entitled to utilise facilities and services equally.

(c) approve, during the period preceding the next Annual General Meeting, the Club passing on to individual members benefits provided to the Club from suppliers, service providers and trade suppliers, such as function invitations, dinners, events, sporting matches.

(d) acknowledge that the benefits (c) are not available to all members generally and the Board may determine which benefits of this nature will be offered to members equally or otherwise disposed on in the best interests of the Club in its corporate capacity.

Notes to members on the Third Ordinary Resolution

1. In last year’s Ordinary Resolutions, mention was made of structural changes being developed throughout the industry following the unification of gender based Bowling Associations into a consolidated Bowls NSW. In this direction during the year the Bowling Sub Clubs passed a Special Resolutions to adopt a Single Tier Model on a 2 year trial basis whereby Bowls operations & supervision were effectively assumed or assimilated to the Bowls Co-Ordinator and other Management Staff employed by the Club.

2. The amount of costs incurred as shown the Club’s accounting records for State Pennant finals is for 2023 $7,848. In 2022 it was $2,205, and in 2021 it was $15,025.

3. The trading statement on Bowls as shown in the accounting records reveals a deficit of $241,027 for 2023. In 2022, the figure was $225,375 and in 2021 it was $254,468 (exclusive of costs related to bowling occupancy, overheads & other management staff & indirect administration).

4. The adoption of this ordinary resolution authorises for the provision of certain benefits, to be provided subject to the discretion of the Board and or the CEO.

5. It is essential to remember that all monies held by the unincorporated Bowling Sub Clubs remain the property & responsibility of the Club.

6. The adoption of this resolution by the members meets the requirements of the Club’s Constitution, the Corporations Act 2001, and the Registered Clubs Act 1976.

EXPLANATORY MEMORANDUM FOR PROPOSED NEW CONSTITUTION

At the General Meeting of the Club to be held on 13 September 2023, members will be asked to consider a Special Resolution to adopt a new Constitution for the Club to replace the existing Memorandum and Articles of Association.

This Explanatory Memorandum is intended to assist members with understanding the proposed new Constitution and why it is appropriate to adopt it.

Copies of the proposed new Constitution and the existing Memorandum and Articles of Association are displayed on the Club’s noticeboard and website and they are also available on request from the Club.

A summary of the proposed new Constitution and its principal features is set out below.

Significant changes from the existing Memorandum and Articles are set out in bold. However, the new Constitution also updates references to legislation and makes other drafting changes. These types of changes are not set out in bold.

NAME

1. Rule 1 states that the name of the Club is Port Macquarie City Bowling Club Limited.

PRELIMINARY COMPANY MATTERS AND INTERPRETATIONS

2. Rule 2 sets out preliminary and introductory rules relating to the Club’s status and the nature of the Constitution such as stating that the Club is a company limited by guarantee and a non-proprietary company, it is established for the purposes set out in the Constitution, that the replaceable rules referred to in the Corporations Act are displaced or modified as provided in the Constitution and that every member is bound by and must comply with the Constitution and By-laws of the Club and any other determination, resolution or policy which may be made or passed by the Board.

DEFINITIONS

3. Rule 3 sets out definitions and terms used in the proposed new Constitution.

OBJECTS

4. Rule 4 sets out the objects for which the Club was established and they remain unchanged.

LIABILITIES AND GUARANTEE

5. Rule 5.1 provides that the liability of members is limited.

6. Rule 6.1 provides that each member of the Club undertakes to contribute an amount not exceeding twenty dollars ($20.00) if the Club is wound up and the assets of the Club are insufficient to discharge the liabilities. This undertaking continues for a period of 12 months after the person ceases to be a member. This reflects the current Memorandum.

WINDING UP AND MEMBER’S LIABILITY

7. Rules 7.1 and 7.2 provide that on the winding up of the Club, if any assets remain (after the satisfaction of all debts and liabilities), those assets shall not be distributed among the members but shall be given or transferred to another institution that is carried on predominantly for the encouragement of a game or sport and has objects similar to that of the Club and which has a prohibition on distribution of its assets to members to the same extent as the Club. This reflects the current Memorandum.

PROPERTY AND INCOME

8. Rule 8.1 provides that the property and income of the Club must be applied solely towards the promotion of the objects of the Club.

9. Rules 8.2 and 8.3 set out specific requirements of the Registered Clubs Act in relation to benefits available to members.

10. Rules 8.4 to 8.6 deal with payments to Directors and employees and reflect the Registered Clubs Act.

LIQUOR & GAMING

11. Rules 8 and 9 set out a number of provisions relating to liquor and gaming c ompliance which are consistent with the Gaming Machines Act, Liquor Act and Registered Clubs Act.

12. Rule 9 contains new provisions which refer to the Club’s responsible service of alcohol policy and responsible conduct of gaming policy and provide that the Club can take action to enforce those polices, including removing persons from the premises, and denying them access to the premises. This reflects a proactive approach to harm minimisation.

MEMBERSHIP

13. Rule 10.1 states that no person under the age of eighteen (18) years is to be admitted as a member of the Club unless as a Junior member.

14. Rule 10.2 states the categories of Full membership of the Club are Bowling members, Social members, Junior members and Life members.

15. The category of Associate members in the current Articles has not been retained as it is no longer used.

16. The proposed new Constitution includes a new rule that will affect new members. Currently, Social members must be a member for a year before they are eligible to vote in elections, vote at general meetings, and stand for and be elected to the Board. The new Constitution provides that all new members (i.e., Bowling and Social) will have to be a member for at least:

(a) one (1) year before being able to vote in elections of the Board and at meetings; and

(b) three (3) years before they can be elected or appointed to the Board and vote.

17. Rule 10.3 provides that persons who are not Full members may be admitted to the Club as Provisional members, Honorary members and Temporary members.

18. Rule 10.4 provides that the number of Full members having the right to vote in the election of the Board shall not be less than the minimum number required by the Registered Clubs Act.

19. Rule 10.5 provides that the rights of a class of membership may be varied or cancelled by way of eligible members passing a special resolution in accordance with Rule 51 of the Constitution and without the need for a separate resolution to be passed by members of that class of membership.

20. Rules 10.6 to 10.23 inclusive set out the eligibility requirements and membership rights of the various categories of Full membership.

21. Rule 11 contains rules for the transfer between different classes of membership.

HONORARY, TEMPORARY AND PROVISIONAL MEMBERS

22. Rules 12, 13 and 14 deal with Honorary, Temporary and Provisional membership respectively. All of these rules are consistent with the requirements of the Registered Clubs Act for those categories of membership.

ELECTION OF MEMBERS

23. Rule 15 sets out the procedure to be followed in respect of applying for and being admitted to membership of the Club. The Rules have been updated to allow for electronic applications for membership.

JOINING FEES, SUBSCRIPTIONS AND LEVIES

24. Rule 16 deals with joining fees, subscriptions and levies in a manner which is consistent with the Registered Clubs Act and the existing practice of the Club. The Registered Clubs Act no longer contains a minimum subscription.

NON-FINANCIAL MEMBERS

25. Rule 17 clarifies that non-financial members or members who do not renew their membership by the renewal date cease to be entitled to all of the rights and privileges of membership whilst they are an unfinancial member of the Club.

REGISTERS OF MEMBERS AND GUESTS

26. Rule 18 sets out the various members and guests registers that the Club must maintain under the Registered Clubs Act.

NOTIFICATION OF CHANGE OF CONTACT DETAILS

27. Rule 19 requires members to advise the Club of any change in their contact details within seven (7) days.

DISCIPLINARY PROCEEDINGS

28. Rule 20 deals with powers of the Board to discipline members. The provisions generally reflect the existing Articles of Association but have been updated to clarify that:

(a) members can call witnesses, but that the Club cannot force any person to attend as a witness;

(b) the Board can adjourn the meeting at any time;

(c) if the Board has adjourned the meeting before determining the question of penalty, the Board can decide whether further submissions in relation to penalty are to be given verbally or in writing.

29. The new Constitution also contains new Rules:

(a) to provide that a member can be suspended pending a hearing of a charge (the Articles refer to one month); and

(b) giving the Secretary the power to suspend a member for a period up to 12 months. If the member wishes to challenge that decision, they can give notice to the Club and a disciplinary hearing will be convened by the Club to determine the charge.

30. The proposed new Constitution does not retain provisions contained in the current Articles that:

(a) A disciplinary hearing must be held within one month of the matter being raised in a Board meeting; or

(b) That 5 directors must vote in favour of a charge for it to be provide. A simple majority will be required.

31. These changes are proposed to improve the disciplinary process.

32. Rule 21 allows the Board to delegate its disciplinary powers to a disciplinary committee comprising three (3) Directors.

33. Rule 22 clarifies that a suspended member is not entitled to the rights and privileges of membership during their period of suspension.

34. Rule 23 deals with the power given to the Secretary and employees of the Club under the Liquor Act to remove persons from the Club’s premises and to prevent them from returning to the Club. These powers are no wider than those given under the Liquor Act.

35. Rule 24 deals with the procedure for a member to resign from the Club.

GUESTS

36. Rule 25 deals with guests of members and it reflects the provisions of the Registered Clubs Act.

PATRONS

37. Rule 26 states that the Club can appoint a Patron at a general meeting of the Club.

BOARD OF DIRECTORS

38. Rule 27.1 provides that the Board will consist of seven (7) Directors comprising a Chairperson, Deputy Chairperson and five (5) Ordinary Directors. This remains unchanged.

39. Rule 27.2 refers to the two Directors who can be appointed by the Board under special provisions of the Registered Clubs Act and Regulations. Rule 27.2 reflects those laws. Any Director so appointed will be in addition to the seven (7) elected positions.

40. Rule 27.3 provides that the Board will continue to be elected triennially, i.e. approximately a third of the Board will be elected each year for three (3) year terms.

41. Rule 27.4 provides that Life members, Bowling members and Social members can be nominated for and be elected to the Board. However, Rule 27.5 there can be no more than two (2) Social members as Ordinary Directors at any one time. This reflects the current Articles.

42. Rule 27.6 sets out certain circumstances in which members are ineligible to stand for or be elected or appointed to the Board, including if the member is an employee of the

Club, currently suspended from the Club or not a financial member of the Club.

43. Additional reasons which would prohibit a member from being a Director are included in the proposed new Constitution. These are if a member is convicted of an indictable offence, was a former employee for the first three (3) years after the employment ended, is, or immediately before the proposed appointment was, a contractor to the Club, or has been found guilty of a disciplinary charge and suspended for a period of at least twelve (12) months.

44. Rule 27.7 provides that any person who is elected or appointed to the Board must complete mandatory training requirements for Directors as prescribed by the Regulations made under the Registered Clubs Act (unless exempted).

ELECTION OF BOARD

45. Rule 28 deals with the election of the Board. The rules in relation to the election of the Board have been updated to provide for greater detail in the timetable for elections so members know when voting will take place. The Rules also provide that if there are any positions unfilled at the close of nominations, those vacancies will be casual vacancies to be filled by the Board after the Annual General Meeting.

POWERS OF THE BOARD

46. Rule 29 deals with the Board’s powers.

47. The current Articles have specific rules which refer to a Men’s and Women’s bowling sections. The proposed new Constitution retains rules in relation to Sub clubs but does not contain specific reference to the bowling sub clubs. The Club is currently undergoing a trial period of having a bowls co-ordinator undertake the organising of bowls activities with the assistance of a bowls advisory panel.

48. The current Articles also contain a rule which provides that the Club shall maintain in first class condition Bowling greens to meet the reasonable requirements of a Men’s and Women’s bowling section. This provision has been amended to maintaining first class greens as may be required for the bowling needs of the Club’s bowling activities as the sub- clubs are not currently in operation.

PROCEEDINGS OF THE BOARD

49. Rule 30 deals with proceedings of the Board. The provisions reflect the existing Constitution and the requirements of the Corporations Act including amendments to be made to allow for virtual meetings.

MATERIAL PERSONAL INTERESTS OF DIRECTORS AND REGISTERED CLUBS ACCOUNTABILITY CODE

50. Rules 31 and 32 deal with the Club’s accountability and corporate governance requirements under the Corporations Act and Registered Clubs Act.

REMOVAL FROM OFFICE OF DIRECTORS

51. Rule 33 provides that the members in general meeting may by ordinary resolution remove any Director, or the whole Board, before the expiration of their period of office and appoint another person or persons in their place. This is consistent with the Corporations Act and the existing Constitution.

VACANCIES ON THE BOARD

52. Rule 34.1 clarifies how a casual vacancy on the Board arises.

53. Rule 34.2 states that the Board has the power to fill a casual vacancy. In accordance with the triennial rule, any person appointed to fill a casual vacancy will hold office only until the next Annual General Meeting.

GENERAL MEETINGS

54. Rule 35 deals with various matters regarding general meetings (and Annual General Meetings of the Club) and they reflect the Corporations Act. These Rules have been updated from the Club’s current Articles to take into account changes made to the Corporations Act over recent years as part of that law’s amendments and adoptions to the Covid-19 pandemic. The quorum in the proposed Constitution is reduced from 50 to 40 to be a more realistic number to ensure that quorum is achieved for each meeting.

MEMBERS’ RESOLUTIONS AND STATEMENTS

55. Rule 36 deals with members resolutions and statements and reflect, the existing Constitution and the requirements of the Corporations Act.

MINUTES

56. Rule 37 provides that minutes of all resolutions and proceedings at general meetings must be entered in a minute record within one month of the meeting and signed by the chairperson of that meeting or the chairperson of the next succeeding meeting.

FINANCIAL RECORDS, FINANCIAL ACCOUNTS AND REPORTING TO MEMBERS

57. Rule 38 deals with the financial records, financial accounts and reporting to members and it is consistent with the Corporations Act and Registered Clubs Act.

FINANCIAL YEAR

58. Rule 39 provides that the financial year of the Club shall commence on the first day of June in each year and will end on the last day of May in the following year or such other period as permitted by the Corporations Act.

AUDITOR

59. Rule 40 requires the Club to appoint an auditor. The auditor holds office until removed by the members in general meeting or resigns from office or dies. This is a requirement of the Corporations Act.

SECRETARY

60. Rule 41 requires the Board to appoint one (and only one) Secretary who will be the Secretary Manager of the Club for the purposes of the Registered Clubs Act.

EXECUTION OF DOCUMENTS

61. Rule 42 deals with execution of documents by the Club and it is consistent with the Corporations Act.

NOTICES

62. Rule 43 deals with the requirements of giving notice to members and it reflects the requirements of the Corporations Act. However, the provisions have been updated to allow for electronic notification, e.g. by email and text messages.

INDEMNIFICATION OF OFFICERS

63. Rule 44 deals with the insurance and indemnification of the officers and auditors of the Club in accordance with the Corporations Act.

INTERPRETATION

64. Rule 45 provides a decision of the Board on the construction or interpretation of the Constitution or any Rule, or any policy of the Club made pursuant to this Constitution, shall be conclusive and binding on all members of the Club.

AMENDMENTS TO CONSTITUTION

65. Rule 46 provides that the Constitution can only be amended by way of Special Resolution passed at a general meeting of members.

It is hoped that this summary will provide members with sufficient background and information to enable them to make an informed decision in relation to the proposed special resolution to adopt the new Constitution. However, there may be matters about which members may have questions not covered by this Memorandum. In these circumstances, they are invited to raise their questions with the CEO at least seven (7) days before the meeting to allow for a response to be prepared.

The Board of the Club considers the proposed new Constitution as being a significant improvement on the existing Memorandum and Articles and recommend that members vote in favour of the Special Resolution. To be passed the Special Resolution will need votes from not less than three-quarters (75%) of those members who being eligible to do so vote in person at the meeting.

CLUB LIMITED PATRON MEMBER

Robert Langham

CLUB LIMITED LIFE MEMBERS

Ron Limbert*, Bob Kane*, Neville Schwartz, Rex Holihan

MEN’S BOWLING CLUB LIFE MEMBERS

Mervyn Green*, Reg Lucas, Noel Paterson*, Alan Ison*, Terry Schollum

WOMEN’S BOWLING CLUB LIFE MEMBERS

Norma Schwartz, Francis Green, Robyn Biddle, Shirley Devine

PORT CITY BOWLING CLUB

IN THE COMMUNITY

Total Community Contribution

$203,626

Port City Bowling Club is proud to support community, sporting, social and charity groups – your local supporting our locals!

Port Macquarie Mixed Probus

Linked Community Services

Port City Bowlers

Port City Travelling Bowlers

Port Macquarie Animal Welfare Service Inc

Hastings Valley Vikings

Rugby Union Club

Port Macquarie Angling Club

News Watch Discussion Group

Hastings Fly Fishers Club

Port City Leagues Cricket Club

Port Macquarie Heritage Car Club

Port Macquarie Landcare Group Inc

Rotary Club of Port Macquarie Sunrise

Zone 8 RSL Bowlers Association

Probus Club of Port Macquarie Inc

Mid North Coast Retired Police

Gentle Exercises

National Seniors Australia

Hastings Cancer Trust

Sister Marjories Soup Kitchen

Footy Colours Day- Fight Cancer Foundation

A.I.R Investor Education

Sailability NSW Inc. Port Macquarie Branch

Willing and Able Foundation

Marine Rescue

Ferros Care

Hastings Residents Association

Hastings Valley Fine Art Association Inc

Marine Rescue Port Macquarie

Beach to Brother Running Festival

Autism Swim

Hastings/ Macleay Ostomy Support Group

Hastings Haven Womens

Bowling Association

Port Macquarie Hastings

Sporting Fund

Partners of Veterans Association of Australia

Breakthru Ltd

National Bandana

Day - Canteen Australia

CHAIRMAN’S REPORT

Chris King

Introduction

I hope this report meets you safe and well. This is my eighth report as Chairman of our wonderful Club and each year has brought new challenges and opportunities that have inspired me to continue to achieve our vision of being the best lawn bowls and entertainment venue on the Mid North coast.

I welcome all new members and thank our loyal members for supporting us over the past year, particularly in recent uncertain times. I am confident that you will continue to enjoy our Club.

Vale

I would like to pass on the Board’s sincere condolences to the family and friends of members who have passed away over the last 12 months.

Bowls

This year saw the introduction of the Single Tier trial which to date has been extremely successful. This success would not be possible without our Bowls Co-ordinator in collaboration with his advisory committee who are doing a fantastic job at putting on events to encourage new members and increase participation levels.

This year has been one of our most successful ever on the greens with some of the main highlights contained later in the body of this report. The level of success achieved across both individuals and teams through the year is a testament to our outstanding greens and the passion and enthusiasm of our members.

I would also like to again thank the Travelling Bowlers for their contribution to the Club and the work that they do to support charities and other worthy causes. We will continue to consider opportunities to increase bowler participation numbers, provide more game options to attract social members and visitors, assess the types of bowls surface best suited to our environment and which greens are best covered to maximise their usage in the medium to longer term. All aspects were considered in developing the latest Bowls Strategic Direction which I invite you to read and provide feedback.

Renovations and Refurbishment

In my 2022 report I mentioned that we were hoping to commence the next phase of our renovations and refurbishment of the club earlier this year. Unfortunately, this has not been case due to delays in us obtaining development approval and a construction certificate. However, this is still very much our focus and at the time of writing this report work is well underway by our architects in preparing the tender documents so that we can go to the market and commence construction as soon as possible.

Design Plans for these works have been placed on display in the reception area with works planned to be staged, commencing with the alfresco dining and entertainment area and the upstairs area currently being used for functions, which will be transformed into another dining option. Work can then occur on relocating administration downstairs to make way for function rooms and private dining,

extending the gaming area and extending and improving the Non-Thinkers Bar

This will form part of our 10-year renovation and refurbishment program and requires significant financial investment. This is why we embarked last year on a project to better utilise our carpark and seek a joint venture partner. It is important to note that any re-development of the site will incorporate parking for our members and guests both now and into the future. Since my last report we did appoint a joint venture partner. However, whilst undertaking a rigorous due diligence process and prior to entering into an exclusivity agreement we uncovered prohibitive conditions that may be imposed which the board and management were not comfortable with, particularly clauses relating to second mortgages over the club house and compensation should the project not proceed. There were also potentially significant taxation implications that were identified in collaboration with experts in this field. Said implications had the ability to compromise the club’s current tax-exempt status or severely impair the profitability of the project.

We are still keen to maximise the potential of this area, but at minimum risk and we will continue to work with our independent property experts to guide and assist us through this process and we will keep you informed on the progress of this major project.

Membership

We now have nearly 13,000 social members and more than 300 bowling members as of July 2023 and thanks to their support and good management I am proud to report that the Club has managed to post an audited trading surplus of $951,778 in the past year.

Financials

I can also report that we are continuing to pay down the low interest loan we received from the Rural Assistance Authority. Our goal is still to continue to reduce and eliminate this loan at the earliest opportunity and to minimise borrowings while continuing to satisfy the needs of our members. Including

utilising accumulated funds towards the above-mentioned renovations.

Our financial holdings currently stand at circa $4.3m which we will continue to build on to fund future improvements and facilities for members and guests.

Branding

While doing this we need to continue to build on our brand and our vision as being a locally owned family entertainment venue with excellent bowling facilities. Your board is committed to continually reviewing and improving our products and services, examining opportunities to diversify our offering, improve our revenue stream, look at other revenue opportunities and ensure that we continue to meet if not exceed your expectations.

Visitors and other organisations also continue to acknowledge our Club and its staff. However, we always welcome your suggestions on how we can improve. The suggestion box, which we consistently review, is one way you can do this. Members may also recall that we recently surveyed members and at the time of writing this report management are working through some 400 responses and making any necessary changes.

Community Support

While doing the above your Club has and will continue to support community groups though donations and the grants program. The Club provided more than $100,000 in ClubGrants. The Club also continued to support worthy causes, including Sister Marjorie’s Soup Kitchen and those impacted by the tragic bus crash, as well as sponsor and support local sporting groups, including the Hastings Valley Vikings Rugby Union Club and Port City Leagues Cricket Club. These sponsorships have proved to be successful with all parties benefiting from the arrangement.

Good Governance and Audit

Over the last year, the Board continued to pay particular attention to ensuring the Club had good corporate governance in place. Including implementing the initiatives outlined in the Club’s strategic plan, developing, and reviewing key policies and placing greater rigor around risk and audit compliance.

I would also like to thank our newly appointed auditors PDD for their professional and efficient work and I am pleased that we have again received an unqualified report for the past 12 months.

Management, Staff, and Board

I would like to take this opportunity to thank our CEO David Gearing. Since joining us in 2020 David has proved to be a valuable addition to our club through his initiative, drive, professionalism, commitment, and enthusiasm to get the best outcome for our members. He continues to promote our brand via his involvement in the local community and throughout the Club industry. Including benchmarking our services, entering our Club into the local business awards, where we were successful in the Best Pub, Club and Bar category and in entering the Club again into the

ClubsNSW Perfect Plate Competition, following the great reviews our dish received last year.

David and his management team have navigated through a competitive environment, particularly in employing and retaining skilled staff but regardless the level of service from staff to our members continues to be at the highest level and the recognition they consistently receive is well deserved.

It would be remiss of me not to thank my Board of Directors for their support and the results they have achieved this year. A lot of time and effort goes into being a director, particularly in positioning us to meet current and future challenges.

Warm regards

Chris King Chairman

CEO’S REPORT

David Gearing

It is with great pleasure that I present my 2023 report to you. At the outset, I would like to thank each and every one of you for your ongoing support throughout the past 12 months.

Over the last twelve months I have been very pleased with the growth of the Drift Bar. Café. Restaurant with excellent patronage and a commensurate uplift in the Clubs trading. With constant attention to the quality of our food and excellent customer service we have achieved significantly more than I could have hoped for, and I am incredibly proud of the team for all that they have achieved.

One highlight that I would like to mention that made my year this year was the Club winning the independently judged Greater Port Macquarie Business Award for the best hospitality venue in the category of Clubs and Pubs. Our team of management and staff put in such a big effort day to day and winning this award was all down to their commitment to achieve the best customer service we can give. So, a big thank you to the team.

I am pleased to report that our Club has continued to provide significant support to our local community through a variety of initiatives. Over the past year, we have funded several organisations, including Autism Swim, the Rotary Club of Port Macquarie Sunrise Big Dig Family event, Sister Marjorie’s Soup Kitchen, Hastings Valley Vikings Rugby Union Club, Port City Leagues Cricket Club to name a few. Our funding of $3,000 to Autism Swim has helped to provide swimming lessons

to children with autism, enabling them to develop their physical abilities and gain greater independence. Additionally, our Club provided $5,000 to the Rotary Club of Port Macquarie Sunrise’s Big Dig in which we celebrated 10-years as major sponsor. This funding has helped to support the important work of Rotary Sunrise, who are focused on supporting and serving our community. In addition to financial support, we have also provided in-kind room hire support to over 20 community organisations. This support has enabled these organisations to hold meetings and events in a professional and welcoming environment, helping them to better serve the needs of our community. The Hastings Valley Fine Art Association’s Art Exhibition was a true highlight for our Clubs in-kind support.

With over 80 pieces of art on display in the entertainment lounge, visitors were able to appreciate the stunning work of local artists. Over the course of nine days, over 800 visitors attended the event and were able to view, appreciate, and purchase the art on display. In fact, thirty pieces were sold to visitors which was one of the largest number of sales the association has had to date. Overall, the exhibition was a true celebration of local talent and creativity, and a wonderful opportunity for the community to come together and appreciate local art. Finally, I am pleased to report that we have also provided over $5,500 in funding to Sister Marjorie’s Soup Kitchen, which provides meals and support to those in need within our community. This funding will help to ensure that this vital service can continue to operate and support those who need it most.

We also hosted the Hastings Cancer Trust barefoot bowls fundraiser. Hastings Parkinson’s Support Group with a fundraiser to help send their nurse Jody to a conference in Europe. I am proud of the important work that our Club has done to support our community, and I look forward to continuing these efforts in the years ahead.

Over the course of the year, we engaged again with Barrington’s College and enrolled management and staff to complete different levels of training with a further four senior staff members completing their Certificate IV in Leadership and Management. We have also had our Gaming Manager completing a certificate in Operations Management.

We also took the opportunity through the year to upskill our Club’s supervisor team with their participation in the Supervisors Bootcamp training which saw three of our supervisors attend.

We enrolled twenty-seven supervisors and management staff to complete first aid training and CPR training. We also had twenty-seven management and kitchen staff complete their Safe Food Handling Certificates and continued focus on gaming compliance training supporting our staff with AML/CTF training along with Robbery Response Training. I also wanted to pass along my congratulations to the Club’s Finance Manager who successfully completed the Graduate Diploma of Chartered Accounting qualification during the year. I was very proud of the management and staff that enrolled in these courses and successfully completed them. We will continue to upskill and grow our management staff with further training and courses throughout the year.

Throughout the year we have continued to work on the renovations to the Club that will see a brand new Non-Thinkers bar area. The proposed designs involves extending the room to the back of the Club boundary resulting in additional seating with the introduction of booths and a large media wall that will make Port City Bowling Club home to the premier sports bar in Port MacquarieHastings Region. We will also be extending

the gaming room to re-deploy our full fleet of machines and I believe that the way we have spaced our machines is much more comfortable and private for the players so an extension will continue to incorporate such spacing. We will be moving our administration offices downstairs in the back area of the Club to utilise the valuable space that they currently occupy and the result will be to convert the current upstairs offices to a new 100 seat function room. Also, upstairs we are going to add a new restaurant and bar including a roof terrace that will capture the amazing views to the ocean and sporting greens and fields. We will be adding a new elevator and staircase to the area where we hold our raffles currently to assist with ease of access to the new upstairs areas. We are also building a new outdoor entertaining area between the Drift terrace and the number one bowling green that is currently a grassed area. We have obtained DA approvals for these works and we are currently finalising the tender documents to go to open tender for the project. I am hopeful of starting the outdoor entertaining area late this year and the internal Club renovations early in the new year.

Financially, 2023 has been a solid trading year for the Club and I am pleased to report the following excellent financial results. The below results have been trading for the Club in territory we have not traded in before with substantial increases in all departments and I am very proud of the commitment the management and staff have given to see the results in the financials. Our EBITDA profit for the year was $2,106,021 with a net profit of $951,778. The total revenue for the Club was $15,113,254 which was an increase on the previous year of 30%. The main trading areas are summarised below:

• Bar Revenue - $3,779,953 up 45% on the previous year

• Café Sales - $3,059,759 up 47% on the previous year

• Gaming Revenue - $7,086,614 up 20% on the previous year

• Keno Revenue - $175,300 up 37% on the previous year

• TAB Commissions - $46,686 up 21% on the previous year

Memberships have increased during the year with a summary of current memberships outlined below. I was very happy to see the increase and our growth out of the pandemic has been substantial. We have really focused on our members this year and with strong promotions we saw the reflection in our member numbers. The Member numbers for the respective categories as at the end of May are as follows:

• 1 Year Memberships – 4,708

• 3 Year Memberships – 8,372

• Life Memberships - 9

• Men’s Bowling Memberships - 245

• Women’s Bowls Memberships - 79

Lawn Bowls at Port City saw some excellent events and results across the year with both Men’s and Ladies bowls achieving:

• Women’s Regional Senior Pairs Winners –Judy Brady & Judy Scholz

• Women’s Regional Open Pairs Winners –Jeanice Schiemer & Kylie Hardy

• Women’s Regional Senior Triples Winners– Gerry Lavender, Robyn Hehir & Jan Opitz

• Men’s Zone 14 President Reserve Fours Winners – John Flanagan, Mark New, Scott Wholohan & Peter Willis

• Men’s Zone 14 Senior Fours Winners –Michael Taylor, Steve Matheson, Mike Brennan, Peter O’Connell

• Champion of champion Club Pairs Men’s – Jai Whelan & Greg Keft

• Champion of Champion Club Women’s Pairs – Sonny Willis & Karen McFarlane

• Australian Indoor last 32 – Phil Baker

• Champion of Champion Club Singles

Men’s - Warrick Becroft

• Champion of Champion Club Singles

Women’s Kylie Hardy

• Grade 2 Open Pennant Zone Winners & State Finalist

• Grade 3 Open Pennant Zone Winners & State Finalist

• Grade 7 Blue Open Pennant Zone Runners up

• NSW State Representatives over 40s Women’s – Kylie Hardy

• NSW State Men under 25s squad –Cody Griffin

These are the major events above however Kylie Hardy was selected for the over 40s NSW V Qld test series to be played at Tweed Heads. We all wish Kylie the best of luck for her upcoming tournaments at State level.

The Club also welcomed the Single Tier trial and I would like to thank Phil Baker for his dedication to the trial and the hard work he put in setting up the Single Tier. I feel the trial has been a big success for the Club and I look forward to the second year for the trial. I would also like to that Jill Knight and Kylie Hardy for their commitment and efforts to the bowling club to help the success of our Club.

Finally, I would like to take this opportunity to thank the Chairman, Chris King, and his fellow Directors for their ongoing support. Also, I would like to thank Adam Barrett, Matthew Swain, Katy-Lee Waldron, Rose Willis and the rest of the management team including the amazing staff that have given nothing but their best efforts in the day to day running of the Club. Without the team of great staff, the Club would not be what it is today!

David Gearing Chief Executive Officer

PLAYER & TEAM MAJOR ACHIEVEMENTS FOR LAWN BOWLS 2023

Women’s Regional Senior Pairs Winners – Judy Brady & Judy Scholz

Women’s Regional Open Pairs Winners – Jeanice Schiemer & Kylie Hardy

Women’s Regional Senior Triples Winners – Gerry Lavender, Robyn Hehir & Jan Opitz

Men’s Zone 14 President Reserve Fours Winners – John Flanagan, Mark New, Scott Wholohan & Peter Willis

Men’s Zone 14 Senior Fours Winners – Michael Taylor, Steve Matheson, Mike Brennan, Peter O’Connell

Champion of champion Club Pairs Men’s – Jai Whelan & Greg Keft

Champion of Champion Club Women’s Pairs – Sonny Willis & Karen McFarlane

Australian Indoor last 32 – Phil Baker

Champion of Champion Club Singles Men’s – Warrick Becroft

Champion of Champion Club Singles Women’s – Kylie Hardy

Grade 2 Open Pennant Zone Winners & State Finalist

Grade 3 Open Pennant Zone Winners & State Finalist

Grade 7 Blue Open Pennant Zone Runners up

NSW State Representatives over 40s Women’s – Kylie Hardy

NSW State Men under 25s squad – Cody Griffin

Grade 3 Open Pennant Team – Nathan Lyon, Matt Day, Kylie Hardy, Peter O’Connell, Luke Miner, Terry Morrison, Warrick Becroft, Bruce Anderson, Jim Gaskill, Tony Mallia, Matt Bayes, Peter Macdonald, Brad Martin, Jock McDonald

Grade 2 Open Pennant Players – Matt Carter, Phil Baker, Cody Griffin, Michael Taylor, Jai Whelan, Matt Lacey, Michael Brennan, Jake Waterhouse, Danny Barrett, Greg Keft, Craig Cooper, Ross Langsford, Graeme McKay, Barry Davies

Winner

2023 COASTLINE CREDIT UNION GREATER

PORT

MACQUARIE BUSINESS AWARDS

WE WOULD LIKE TO EXTEND A HEARTFELT THANK YOU TO ALL OUR LOYAL MEMBERS AND GUESTS WHO HAVE SUPPORTED US.

To our amazing team, your hard work has been instrumental in helping us achieve this milestone.

Port Macquarie City Bowling Club Limited

ABN 71 001 056 211

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2023

NOTES

NOTES