ORDINARY RESOLUTIONS
GENERAL NOTES REGARDING THE ORDINARY RESOLUTIO NS
1. Under Rule 23 of the Club 's Constitution, subject to Rule 9(a) financial RSL Members shall be the only members of the Club entitled to vote at Annual General Meetings or General Meetings of members provided that financial Associate Members shall be entitl ed to vote for the election of the Board, but not with respect to any other resolution with the exception of item 8.
2. Under Rule 5, the Constitution of the Club is subject to the Corporations Act 2001 (Corporations Act) and the Registered Clubs Act 1976 ( Reg istered Clubs Act ). To the extent that any provision in the Constitution is inconsistent with mandatory provisions of these Acts or might prevent the Club being registered under these Acts, those provisions will be inoperative and have no effect.
3. At least 50% plus one (a simple majority) of those members present and voting in favour of an Ordinary Resolution is required for it to be passed.
4. Each Ordinary Resolution must be considered as a whole and cannot be amended in substance by motions from the fl oor of the meeting, such as where that amendment negates the effect of a resolution.
5. Under section 10 of the Registered Clubs Act, benefits can only be provided to directors and certain members that are not offered equally to all full members of The Club , if approved by the members. Ordinary Resolutions 1 and 2 are put to the members for approval under that section of the Act.
6. Under section 10(6)(b) of the Registered Clubs Act, honorariums may be paid to directors if approved by ordinary resolution of the memb ers. Ordinary Resolution 3 is put to the members for approval under that section of the Act.
7. The Ordinary Resolutions must be considered and voted on separately.
8. Directors Benefits are voted on by all members entitled to vote for the election of the Board (Associate and RSL Members).
9. Only RSL Members can vote on the election of a Life Member
10. Employees of The Club are prohibited from voting under the Registered Clubs Act and Rule 9(a) of the Constitution of the Club
11. Proxy voting is prohibited under the R egistered Clubs Act.
12. The Board recommends that the members vote in favour of the Ordinary Resolutions.
ITEM 3. ORDINARY RESOLUTIONS REGARDING DIRECTORS’ BENEFITS
ORDINARY RESOLUTION 1
That pursuant to the Registered Clubs Act 1976 (NSW):
(a) The members hereby approve expenditure by The Club in a sum not exceeding $80,000 plus GST and benefits until the next Annual General Meeting of the Club for the following expenses:
I. Reasonable expenses incurred by Directors in traveling by their private or public transport to and from Directors’ meetings, or other duties associated with The Club business, either within the Club or elsewhere, as approved by the Board.
II. Reasonable cost of meal and beverages for each Director and Partner associated with the Director’s attendance at Board or Community meetings and other Club duties, as approved by the Board.
III. Reasonable expenses incurred by Directors either within The Club or elsewhere in relation to such duties, including entertainment of guests of The Club and promotio nal activities as approved by the Board.
IV. Reasonable expenditure on food and beverages for Directors and Partners, where appropriate, at functions to represent the Club on official business and such expenditure is approved at the next Board meeting.
V. R easonable expenses for attendance of Directors and Partners, where appropriate, at functions to represent the Club as approved by the Board.
VI. Reasonable expenses on a pre - Christmas dinner for Directors and Partners.
VII. Reasonable expenditure for clothing indicative o f their position as a Director.
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VIII. Reasonable access by Directors and Partners to entertainment held at the Club for the purposes of the Club business.
IX. Provide and maintain electronic devices to perform their role as a Director.
X. That the bar in the Club Boardroo m and Bio Box is available for the Directors and that all beverages and refreshments in the Boardroom and Bio Box are at the expense of The Club when dealing with the Club business.
XI. The reasonable expenses incurred in relation to providing a wake for departed members in circumstances which the Board, in its discretion, determines are special and significant to The Club
XII. That each director be allotted to a designated parking place in the car park.
(b) The members 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 persons directly involved in the above activities.
ORDINARY RESOLUTION 2
That pursuant to the Registered Clubs Act 1976 (NSW):
a) The members hereby approve expenditure by the Club in a sum not exceeding $80,000 plus GST for the professional development and education of Directors until the next Annual General Meeting including:
I. The reasonable cost of Directors and Partners attending ClubsNSW Annual General Meeting and Conference, to represent the Club
II. The reasonable cost of Directors attending meetings of other Associations.
III. The reasonable cost of Directors attending other Registered Clubs for the purpose of viewing and assessing facilities and methods of operation, as approved by the Board.
IV. The reasonable cost of Directors attending seminars, lectures, trade displays, organized study tours, fact- finding tours , and other similar events, in Australia or overseas as may be determined by the Board from time- to- time for the benefit of the future prosperity of the Club and its members.
b) The members 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 persons directly involved in the above activities.
ORDINARY RESOLUTION 3
For the purposes of section 10(6)(b) of the Registered Clubs Act, in recognition of their services as members of the Board of Directors, the following honorariums are granted in respect of the period up to next the Annual General Meeting of the Club , payable in instalments and intervals to be determined by the Board:
a) That the Chairpe rson of the Club receives an Honorarium in the sum of $20,000 ( inclusive of Superannuation Guarantee Levy).
b) That the Vice Chairperson of the Club receives an Honorarium in the sum of $1 7,500 ( inclusive of Superannuation Guarantee Levy).
c) The other Directors of the Club each receive an Honorarium in the sum of $1 5,000 ( inclusive of Superannuation Guarantee Levy).
ITEM 4. ORDINARY RESOLUTION 4
EXPLANATORY NOTES REGARDING ORDINARY RESOLUTION 4 TO DECLARE A SUBDIVISION OF LAND WHERE THE HOTEL AND PROPOSED EXTENSION AND ADDITION WILL BE LOCATED AS NON- CORE PROPERTY
1. The Club ’s land at 33 Railway Street, Rooty Hill is contained in lot 1 in deposited plan 1181840 and has a total area of 7.811 hectares ( Club ’ s Land). Located on the Club ’s Land are the following improvements and facilities:
a) Clubhouse which contains the licensed premises for the purposes of the Liquor Act and Registered Clubs Act.
b) Sydney Coliseum Theatre (which is part of the Club ’s licensed premises and is connected to the Clubhouse);
c) Car parks, including a multi-level car park;
d) Zone Bowling;
e) Sydney Gymnastic and Aquatic Centre, which contains premises leased to Sydney West Sports Medicine and Gymnastics NSW Ltd ; and
f) Novotel Hotel Sydney W est HQ
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2. All the Club Land apart from the Zone Bowling building and Sydney Gymnastic Aquatic Centre and adjacent car parking is ‘”core property” for the purposes of section 41E of the Registered Clubs Act.
3. Under Section 41E of the Registered Clubs Act, “core property” includes:
a) the (licensed) premises of the Club ;
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 of a majority of the members present at a general meeting of the ordinary members of the Club , to be core property,
unless it has been declared not to be core property by a resolution of the ordinary members of the Club in general meeting.
4. Under section 41E of the Registered Clubs Act, “core property” cannot be disposed of (which includes by way of sale, lease or licence) unless:
a) the property has been valued by a qualified valuer;
b) the disposal has been approved at a general meeting of the ordinary members of the Club at which a majority of the votes cast supported the approval; and
c) any sale is by way of public auction or open tender conducted by an independent real estate agent or auctioneer,
e xcept in circumstances specified in the Registered Clubs Regulation 2015 (NSW) ( Registered Clubs Regulation ).
5. The exception to compliance with the requirements of section 41E of the Registered Clubs Act contained in clause 29B of the Regis tered Clubs Regulation include the following:
a) the property is leased or licenced for a period not exceeding 10 years on terms that have been subject to a valuation by a qualified valuer;
b) the Secretary of the Department of Enterprise Investment and Trade (who has responsibility for, among others, Liquor and Gaming NSW and the Independent Liquor and Gaming Authority, being government bodies responsible for regulating registered clubs) has, on application by the registered club, approved of the property
being disposed of otherwise than in accordance with section 41E(1) of the Registered Clubs Act);
c) the disposal of the property involves calling for expressions of interest and subsequent selective tendering process, and the disposal and the disposal process have be en approved by a majority vote at a general meeting of the ordinary members of the Club ; and
d) the terms and nature of the disposal (including the details of the parties, property, price and valuation) are disclosed to the ordinary members of The Club , and the disposal is approved at a general meeting of the ordinary members of the Club
6. Only the Zone Bowling Centre and Sydney Gymnastic and Aquatic Centre buildings and the adjacent car parking are currently noncore property of the Club . Zone Bowling is leased to TEEG Australia Pty Ltd and trades under the name "Zone Bowling West HQ ". Sydney Gymnastic and Aquatic Centre has leases with Sydney West Sports Medicine (WSS MRC Pty Ltd) and Gymnastics NSW Ltd.
7. The Zone Bowling building is non- core because it is located on what were disused sporting fields (and therefore was not a facility for use of members and guests at the time of construction of the Zone Bowling building), and was approved by the then Office of Liquor Gaming and Racing for disposal by the Club other than in accordance the predecessor to the current section 41E(1) of the Registered Clubs Act. Further, both that site and the Sydney Gymnastic and Aquatic Centre (and adjacent parking areas) were declared by members to be non- core property at the Club 's 2011 Annual General Meeting.
8. The rest of the Club ’s Land is core property for the purposes of section 41E(1) of the Registered Clubs Act because it contains the Club 's (liquor) licensed premises and members' and guests' facilities.
9. The Club has obtained a development consent for subdivision of the Club ’s Land into 2 lots. Attached to this notice is a plan showing proposed subdivision of the Club 's Land into lots 10 and 11 ( Site Plan ). The Site Plan shows proposed lot 11 (which is proposed to be declared "non- core property").
10. Proposed lot 10 in the draft subdivision plan will comprise all the improvements and facilities listed in point 1(a) to 1(e). Proposed lot 11 will comprise the Novotel Hotel Sydney
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West HQ and surrounding land. The Board is proposing to make lot 11 in the subdivision plan "non- core" property for the purposes of section 41E of the Registered Clubs Act.
11. The reasons for the subdivision of the Club ’s Land and seeking to declare proposed lot 11 in the Site Plan not to be core property of the Club are:
a) The Club has obtained a development consent for construction of a 142- room hotel on proposed lot 11, which is proposed to be a 5 star or premium branded hotel ( New Hotel). The New Hotel will be connected to the existing Novotel Hotel.
b) As part of the Club ’s loan approval for construction of the New Hotel, the Club 's lender, ANZ Bank, requires subdivision of the Club 's Land into 2 lots, being proposed lots 10 and 11 in the Site Plan.
c) Novotel Hotels are part of the Accor Group.
d) The Club has researched and obtained feasibility studies which show the demand for more hotels near the new second Sydney airport, wh ich is anticipated to begin operations in 2026.
e) As part of the Club 's strategy of income diversification, the New Hotel will provide an additional income stream to the Club .
f) Currently, the Club operates the existing Novotel Hotel under a franchise agreement with Accor Group. The New Hotel will likely also be operated by the Club under a franchise agreement.
g) Under a franchise agreement, there is no "disposal" of core property for the purposes of section 41E of the Registered Clubs Act because there is no lease or licence to the franchisor. The franchisor (e.g. Accor Group) licenses to the franchisee (e.g. the Club) the use of their branding, under which the franchisee owns and operates the business.
h) However, to provide the Board with the greatest flexibility when negotiating the terms of an agreement with an hotel operator (such as but not limited to Accor Group), it is desirable to have all of proposed lot 11 declared to be non- core property. This allows the Club to grant a lease or licence of more than 10 years over all or part of proposed lot 11,
depending on the nature of the agreement:
i. To be signed for the operation of the New Hotel, or
ii. Once the current franchise agreement for the Novotel Hotel expires on 31 December 2023, for the operation of the Novotel Hotel.
i) A licence or lease arrangement over part or all of proposed lot 11 would offset costs associated with the operation of an hotel or any other business operated from that lot. Instead of the Club operating an hotel business and paying annual franchise fees to the franchisor, the Club collects an annual licence fee or rental
j) In the long- term future, other uses may be put to the improvements on proposed lot 11 and franchise agreements may not be the best format for producing the highest returns to the Club
13. There is no intention to sell any part of proposed lot 11. The Club will remain the ow ner of the land. Put simply, the Board wants to be able to be in the best position when negotiating all future agreements for uses and operations on proposed lot 11 and having proposed lot 11 declared as non- core property gives the Board a strong bargaining position. Further, pursuant to rule 54(j) of the Club ’s Constitution, the Club ’s sale of its land requires approval of members in general meeting, regardless of whether the land is core property or non- core property.
ORDINARY RES O LUTION 4
That the members declare, for the purposes of section 41E of the Registered Clubs Act 1976 (NSW), part of the land at 33 Railway Street, Rooty Hill (currently contained in lot 1 in deposited plan 1181840), being that part of the land identified as proposed lot 11 and having an area of 8,177 square metres on the site plan attached to this Notice of Annual General Meeting, not to be core property of the Club
I TEM 5 – SPECIAL RESOLUTIO NS
GENERAL NOTES R EGARDING THE SPECIAL RESOLUTIONS
1. Any member may obtain a copy of the Constitution of The Club from the Customer Service desk on request.
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2. Under Rule 96, the Constitution can only be amended by a Special Resolution. Under Rules 26 and 96, only RSL Members (and Life Members who were RSL Me mbers immediately before becoming Life Members) are entitled to vote on a special resolution to amend the Constitution. At least 75% of those members present and entitled to vote in favour of a Special Resolution is required for it to be passed.
3. The Special Resolution must be considered as a whole and cannot be amended in substance by motions from the floor of the meeting.
4. Employees of the Club are prohibited from voting under the Registered Clubs Act.
5. Proxy voting is prohibited under the Registered Clubs Act.
6. The Board recommends that the members vote in favour of the Special Resolutions.
EXPLANATORY NOTES REGARDING SPECIAL RESOLUTION 11
1. E xisting Rule 50(a) provides for 7 out of the 9 Board members being RSL Members of The Club , with 2 positions being reserv ed for an Associate Member of the Club
2. If Special Resolution 1 is passed, Rule 50(a) will from the conclusion of the 2024 Annual General Meeting provide for 6 out of the 9 Board members being RSL Members, with 3 positions being reserved for Associate Membe rs.
3. If Special Resolution 1 is passed, there will be no change to the Executive positions of Chairperson and Vice Chairperson. Those positions will continue to be filled by RSL Members.
4. At the 2020 Annual General Meeting, members passed a similar amendment to rule 50(a) which resulted in the increase of Associate Directors on the Board from one (1) to two (2), and a reduction of the number of RSL Directors on the Board from eight (8) to seven (7) from the conclusion of the 2022 Annual General Meeting. A transition provision which allowed for 8 RSL Directors on the Board up to the 2022 Annual General Meeting was removed by special resolution passed by members at that meeting.
5. The Board considers Rule 50(a) should be amended as proposed because of:
a) the average age of RSL Members and the relatively small percentage of RSL Members in respect of the total The Club
membership (with that percentage being less than it was in 2020);
b) the steady increase in the average age of RSL Members since 2020 and likely further reduction in the percentage of RSL Members in respect of the total the Club membership over time;
c) recommendations of the Independent Pricing and Regulatory Tribunal's review o f the Registered Clubs Industry (report dated June 2008) pertaining to lessening restrictions on Board membership (in order to widen the range of people who can become Board members);
d) the availability of a greater pool of members who can fill positions on the Board from the Associate membership class.
6. If Special Resolution 1 is passed:
k) The majority of Board positions will still be held by RSL Members;
l) The Club ’s object of promoting the objects of the Returned Services League of Australia (New South Wales Branch) will not change (Rule 12(k) of the Constitution); and
m) amendments to the Club ’s Constitution will still require a special resolution passed by RSL Members (rule 96).
EXPLANATORY NOTES REGARDING SPECIAL RESOLUTION 2 Rule 51(a)
1. In 2019 rule 51(a) was amended to require 3 years' continuous membership of the Rooty Hill RSL Sub- Branch ( Su b - Branch ) for an RSL Member of the Club to qualify for appointment or election as an RSL Director of the Club , after the conclusion of the Club ’s 2019 Annual General Meeting. The change applied to persons who became RSL Members of the Club after the conclusio n of the Club ’s 2019 Annual General Meeting and did not affect existing RSL Members of the Club
2. Existing rule 51(a) distinguishes between RSL Members who were RSL Members of the Club prior to the conclusion of the 2019 Annual General Meeting and those who be came RSL Members after that meeting.
3. As more than 3 years has passed since the Club ’ s 2019 Annual General Meeting, there is no longer a need to distinguish between RSL Members pre and post the conclusion of the
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2019 Annual General Meeting. The requirement of 3 continuous years membership of the Sub -Branch and the Club for qualification as an RSL Director can now be applied to all RSL Members.
Rule 91
4. Notices from the Club to members, including notices of general meetings, are sent in accordance with the requirements of sections 110D and 249J of the Corporations Act 2001 (Cth) ( Corporations Act ). This includes electronic method of delivery or advising members of how to access a notice. There were temporary Corporations Act provisions which were in place until 31 March 2022 and which were enacted to give some relief and assistance to companies following the COVID019 pandemic.
5. Among the temporary COVID- 19 provisions of the Corporations Act were an ability for a company to give its members electronic notice of a general meeting, even though normally this could only be done if a member nominates electronic form of notice being sent to the member. That is, the default method of giving notices of general meetings, including annual general meetings, was by post, unless a member elected to receive notices electronically and nominates an electronic address for that purpose.
6. The temporary changes to the Corporations Act were rece ntly made permanent and are supplemented by recently enacted section 30C of the Registered Clubs Act. Companies, including registered clubs, now have the ability to give electronic notices of general meetings as the default method of delivery. The propos ed changes to rule 91 will make it clear that the Club can continue to give notices of meetings electronically, without requiring each member to formally nominate that method of delivery.
7. However, it will remain open for any member to request hard copies of notices by post/mail and the Club is required to send each member a notice in line with their preference if they make an election in accordance with the Corporations Act.
8. Although existing rule 91 was updated by special resolution passed as recently as the 2020 Annual General Meeting, the recent Corporations Act and Registered Clubs Act changes were made subsequently i.e. in the year 2022. Hence, the need to further update or replace rule 91.
Rule 96
9. R ule 96 provides that Special Resolutions to amend the Constitution are passed by a 75% of RSL Members "present and entitled to vote" at an Annual General Meeting or General Meeting. The current wording of rule 96 suggests that abstentions are counted, wh ich is not the case.
10. Under the Corporations Act, Special Resolutions are passed by at least 75% (or three quarters) of the votes cast by members entitled to vote. The proposed amendment to rule 96 will make it consistent with the Corporations Act require ments for the passing of Special Resolutions to amend the Constitution.
ITEM 5. NOTICE OF SPECIAL RESOLUTIONS FOR AMENDMENT TO CONSTITUTION
SPECIAL RESOLUTION 1
That the Constitution of West HQ Limited ( Club ) is amended by deleting rule 50(a) and ins erting instead the following new rule 50(a) :
"(a) The business ofthe Clubandcustodyofits funds andpropertyshall bemanagedbya Boardofnine(9)Directors,consistingof:
(i) Seven(7)RSLDirectorsandtwo(2) Associate Directors of the Club, up to the conclusion of the 2024 AnnualGeneralMeeting;
(ii) Six (6) RSL Directors and three (3) Associate Directors on and from the conclusion of the 2024 Annual GeneralMeeting;and
(iii) AChairpersonandViceChairperson (outofthetotalnumberoftheBoard of 9 Directors), who must be RSL Directors.
SPECIAL RESOLUTION 2
That the Constitution of West HQ Limited (Club) is amended by:
• Deleting rule 51(a) and inserting instead the following new Rule 51(a):
"(a) No member of the Clubshall beeligible to be a member ofor to be elected to election to the Board:
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(i) held at least three (3) continuous years' membership of the Club in the case of the position of Associate Director;and
(ii) held at least three (3) continuous years' membership of both the Club and the Sub-Branch in the case of the positionof RSL Director.
• Deleting rule 91 and inserting instead the following new Rule 91 :
"91 A notice may be given by the Club to any member either:
a) personally; or
b) bysendingthenoticebypre-paidpost totheaddressofthememberrecorded for that member in the Register of Members kept pursuant to this Constitution;or
c) by sending the notice to the facsimile number or electronic address (if any) recordedforthemember;or
d) by sending the notice to the member by other electronic means (if any) recordedforthemember;or
e) by notifying the member that the notice is available and how it may be accessed, if the Club has recorded for memberanelectronicmeansbywhich the member may be notified that the notice is available and an electronic means by which the member may access the notices."
• In rule 96, replacing the words "entitled to vote" with the word "voting" before the words "at the said meeting", so that rule 96 will read as follows:
"91 This Constitution may be altered or amended atan Annual General Meeting or General Meeting of which due notice has been given to members of the Club. The majority required for passing of a resolution relating to such alterations or amendments to the Constitution shall be seventy-five (75) per cent of the RSL members present and voting at the said meeting. Only RSL members shall be entitled to vote on any resolution relating to alterations or amendments to the Constitution."
ByorderoftheBoardofDirectors
Richard J. Errington CHIEF EXECUTIVE OFFICER
Dated:17April 2023
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