NOTICE OF EXTRAORDINARY GENERAL MEETING201042343413

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NOTICE OF EXTRAORDINARY GENERAL MEETING201042343413 Powered By Docstoc
					            DOOLEYS LIDCOMBE CATHOLIC CLUB LIMITED (a company limited by guarantee) A.C.N. 000 963 244

            NOTICE OF EXTRAORDINARY GENERAL MEETING
            Notice is given that an Extraordinary General Meeting of the members of DOOLEYS Lidcombe Catholic Club Ltd will be
            held on Friday 31 October 2008 commencing at 7 pm in the premises of the Club at 20-24 John Street, Lidcombe.


            Business
            1.     Opening and opening Prayer.
            2.     Attendance and quorum.
            3.     Apologies.
            4.     Ordinary Resolution: Proposed amalgamation with Lidcombe R. & S.L. and Community Club Ltd (Subject
                   to Deed of Company Arrangement). To consider and if thought fit, pass with or without modification, the following
                   resolution:
                      That the members hereby approve in principle the amalgamation of DOOLEYS Lidcombe Catholic Club Ltd with
                      Lidcombe R. & S.L. and Community Club Ltd (Subject to Deed of Company Arrangement) (Lidcombe RSL
                      Club) in accordance with the provisions of the Registered Clubs Act and the Liquor Act, with the transfer of
                      Lidcombe RSL Club’s club liquor licence to DOOLEYS Lidcombe Catholic Club Ltd and in accordance with the
                      Memorandum of Understanding between the two clubs.


                   Explanatory Note – Ordinary Resolution: Proposed amalgamation with Lidcombe RSL Club
                   It is proposed that the Club amalgamate with Lidcombe RSL Club under an amalgamation along the lines of a
                   Memorandum of Understanding (MOU) that has been signed by the two clubs.
                   The MOU sets out the position of each club regarding the proposed amalgamation, that would apply if the
                   amalgamation were to proceed.
                   A copy of the MOU has been displayed on the noticeboard at the Club’s main premises and published on the Club’s
                   website, prior to the sending of this notice of meeting.
                   A copy of the MOU is available from the CEO’s office at the Club’s main premises for any member who would like a
                   copy, or members can inspect a copy at the office.
                   It is proposed that:
                      (a) Lidcombe RSL Club members will be admitted to membership of this Club
                      (b) this Club will offer employment on a trial basis to all Lidcombe RSL Club staff
                      (c) various commitments will be honoured by this Club to continue the core traditions of Lidcombe RSL Club, as
                          set out in the Memorandum of Understanding
                      (d) registered club operations at the Lidcombe RSL Club premises will cease
                      (e) this Club will acquire Lidcombe RSL Club’s poker machine entitlements and poker machines and, potentially, the
                          benefit of Lidcombe RSL Club’s premises’ poker machine entitlement threshold
                      (f) this Club will pay $750,000 (gross, inclusive of Lidcombe RSL Club employee entitlements), into a fund to be
                          applied for the benefit of Lidcombe RSL’s creditors.
                   Lidcombe RSL Club went in to voluntary administration and is now subject to a Deed of Company Arrangement.
                   Lidcombe RSL Club went into voluntary administration because it was in financial difficulties and not because of
                   anything arranged by this Club.
                   In effect, under that Deed of Company Arrangement Lidcombe RSL Club is going to go into liquidation whatever
                   happens but the Deed preserves the right for Lidcombe RSL Club to proceed with the proposed amalgamation.
                   The Directors see a material net economic benefit for this Club from the proposed amalgamation in addition
                   to mutual benefits for the memberships of both clubs and the local community, compared to the alternative of
                   Lidcombe RSL Club just proceeding to liquidation without the benefit of an amalgamation with this Club.
                   Lidcombe RSL Club called for Expressions of Interest in amalgamations from all clubs but chose to negotiate with
                   this Club.
                   For legal reasons, the proposed amalgamation is of more interest to this Club than it might have been to other clubs
                   with more remote premises because there is a proposed change coming in legislation which if passed, would allow



            21-24 John Street, Lidcombe NSW 2141 P: 61 2 8745 6100 F: 61 2 8745 6199 www.dooleys.com




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                 this Club to increase the maximum number of poker machines at its main premises where that might not otherwise
                 be possible.
                 The Directors unanimously recommend the proposed resolution.



            5.   Special Resolution: Amend Constitution - separate classes of membership for members of amalgamating
                 clubs. To consider and if thought fit, pass the following resolution as a special resolution:
                 That the Club’s Constitution be amended by the insertion of the following new Rule immediately after the existing
                 Rule 25A:
                     25B.(a)The provisions of this Rule 25B apply whenever the Club completes an amalgamation with another
                          registered club (“the Amalgamating Club”) in conformity with the provisions of the Registered Clubs Act
                          and the Liquor Act.
                               (b) Each member of the Amalgamating Club who was a financial full member of the Amalgamating Club on
                               the date of the Completion of the Amalgamation between the Amalgamating Club and this Club:
                                 (I)    may be admitted as an Ordinary member of this Club by being duly recorded in the
                                        Club’s records as being an Ordinary member without being required to be
                                        proposed or seconded for election nor elected by the Board and with any entrance
                                        fee or initial annual subscription being treated as paid and discharged by virtue of
                                        the assets received from the Amalgamating Club and despite any other provision of
                                        this Constitution
                                 (ii)   on being so recorded as an Ordinary member, has all the rights and privileges of
                                        other Ordinary members and the same obligations as other Ordinary members,
                                        subject to any other express provision of this Constitution
                                 (iii) whilst they continue to be an Ordinary member, must for the purposes of the
                                       Registered Clubs Act be identified in the Club’s records by a descriptor chosen by
                                       the Board that identifies them as a former member of the Amalgamating Club
                                 (iv) despite anything to the contrary elsewhere in this Constitution, may not vote on any
                                      special resolution to amend this Constitution (and pursuant to section 136(3) of the
                                      Act, it is a requirement that a special resolution does not have the effect of
                                      amending this Constitution unless the voting on the resolution is in compliance with
                                      this provision)
                                 (v) if they were formerly a Life member of the Amalgamating Club, may be so identified
                                     in this Club’s records but they are not thus entitled to Life membership of this Club.
                 and by amending the existing Rule 106 to read as follows:
                     (a)       Subject to the provisions of Rules 23, 25B and 52(b)(ii), this Constitution may be amended only by a
                               resolution passed by a three-quarters majority of Life members and financial Ordinary members who
                               are present and voting at a General Meeting, being a meeting of which at least 21 days written notice
                               specifying the intention to propose the resolution as a Special Resolution has been given in accordance
                               with the Act.
                     (b)       For the purposes of s. 246B of the Act, the rights of members in any class of members of the Club may
                               be varied or cancelled by a special resolution varying this Constitution that is passed in accordance with
                               Rule 106(a) of the members at a general meeting of the members of the Club, without a separate meeting
                               or resolution in that class. A special resolution that amends the Club’s Constitution is sufficient for this
                               purpose.


                 Explanatory Note – Amend Constitution - separate classes of membership for members of
                 amalgamating clubs
                 To facilitate the proposed amalgamation it is necessary to amend the Club’s Constitution as set out in the proposed
                 resolution.
                 The opportunity is also being taken to insert a provision in the Constitution that will not only facilitate the admission
                 of Lidcombe RSL Club members and meet the requirements of the legislation in that regard, but also facilitate the
                 admission of members of any other club with which this Club might amalgamate in the future.




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                 However, any such future amalgamation will still require the specific approval of members at a duly convened
                 meeting.
                 The proposed resolution provides for the automatic admission of Lidcombe RSL Club members on completion of
                 the proposed amalgamation as Ordinary members of this Club.
                 It provides for those members to be recognised in this Club’s records, as being former members of Lidcombe RSL
                 Club (and, where applicable, also being recognised in the records of this Club as being a former Lidcombe RSL Club
                 Life member).
                 The proposed resolution will also exclude such new members from voting on any future changes to the Constitution.
                 The opportunity is also taken to clarify that the rights of a member of a class of members may be varied or cancelled
                 by a special resolution passed at a general meeting of this Club without that variation or cancellation having to be
                 also approved by the affected class of members. This change is intended to make future Constitutional changes
                 easier.
                 Your Directors unanimously recommend the proposed resolution



            By authority of the Board




            David Mantle
            Chief Executive Officer and Secretary
            2 September 2008


            Notice of questions or requests for details
            Members who wish to raise any queries or seek any information, including questions in relation to the accounts or reports
            or specific legislative or financial matters, are asked to provide written notice of the question to the office of the Chief
            Executive Officer at least 14 days prior to the meeting, so that answers may be researched, if required.


            Eligibility
            Life members and financial Ordinary members have the right to attend and vote at the meeting. Employee members are
            not entitled to vote at the meeting. Under the registered clubs legislation, proxies are not permitted.
            Notice of the meeting is being given to the Club’s Auditor, who is entitled to attend.


            Voting
            An ordinary resolution must receive votes in favour from not less than 50% + one of eligible members who cast a valid
            vote in person at the meeting.
            A special resolution must receive votes in favour from not less than three quarters of eligible members who cast a valid
            vote in person at the meeting.


            Resolution
            It is a requirement under the Corporations Act that any special resolution must be considered as a whole and cannot be
            altered by any motion at the meeting (except to correct grammatical or clerical errors).
            It is also a legal requirement that no resolution may be proposed at the meeting that is not already listed in the notice of
            meeting.


            Annual Report
            Members are able to find the Annual Report including the Concise Financial Report, at www.dooleys.com behind the
            Annual Report tab.




DOOLEYS_AR0708_A4_EGM.indd 3                                                                                                               16/9/08 4:36:22 PM

				
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