BOARD ELECTION & AGM

Constitution of Penrith RSL Club LTD

Penrith RSL Club Annual Report 2017

NOTICE OF 2018 ANNUAL GENERAL MEETING

NOTICE is hereby given that the Annual General Meeting of PENRITH RSL CLUB LIMITED will be held in the Hornseywood Hall in the premises of the Club 8 Tindale Street Penrith New South Wales Wednesday, 2 May 2018 commencing at 7:00 pm.

BUSINESS

The business of the meeting shall be as follows:

To receive and consider the minutes of the Annual General Meeting held on 3 May 2017.
To receive and consider the directors’ report, the financial report of the Club, and the Auditor’s report on the financial report.
To declare the results of the election of positions on the Board of Directors in accordance with the Triennial Rule and conduct any further election as necessary.
Voting will take place at Penrith RSL Club on Friday 27th ,Saturday 28th , Sunday 29th and Monday 30th April 2018 from 11:00 am to 2:00 pm and from 5:00 pm to 8:00 pm on each of those days. The results of the election will be announced at the AGM on Wednesday 2nd May 2018.
To consider and if thought fit pass the 3 Ordinary Resolutions to approve honorariums and expenses for directors contained in the Notice of Ordinary Resolutions.
The Notice of Ordinary Resolutions is available for members on the Club’s website, Notice Board and from the Club’s reception.

Dated: 26 March 2018

By direction of the Board

Neel Chand, Chief Executive Officer

Important Notice regarding Questions for the Annual General Meeting

Members who have any questions regarding the reports or other questions they wish raised at the Annual General Meeting should submit the questions to the Chief Executive Officer in writing 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 questions. If you do not do this, it may not be possible to answer a members questions at the meeting.

Important Notice in relation to Annual Reports

Members who have 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 http://www.penrithrsl.com.au or by requesting a copy of the report from the office.

Board Approved By-law (Electioneering)

A member must not, within the boundaries of the Club’s land, make any public statement, give an address to any group of members or make an unsolicited approach to another person for the purposes of advocating for or against the election of any member to the board. For the avoidance of doubt, the Club’s land includes the licensed premises, car parks, and entrances and passageways of the Club.

A member must not distribute or cause to be distributed any electioneering material, how to vote material, or any other publication advocating for or against the election of any member to the board within the boundaries of the Club’s land.

Any member who fails to comply with this by-law will be subject to disciplinary action.

NOTICE OF ORDINARY RESOLUTIONS FOR

ANNUAL GENERAL MEETING

NOTICE is hereby given that during the Annual General Meeting of members PENRITH RSL CLUB LIMITED to be held in the Hornseywood Hall in the premises of the Club 8 Tindale Street Penrith New South Wales Wednesday, 2 May 2018 commencing at 7:00 pm, eligible members will be asked to consider, and if thought fit, pass the following 3 Ordinary Resolutions.

SUMMARY OF ORDINARY RESOLUTIONS AND PROCEDURAL MATTERS

The First and Second Ordinary resolutions are to approve directors’ expenses and the costs of training for directors.
The Third Ordinary Resolution is to approve honorariums for directors.
Members should refer to the resolutions themselves and the notes to members with each resolution.
Financial RSL and Associate members, and RSL and Associate Life members, are eligible to vote on the Ordinary Resolutions.
To be passed an ordinary resolution must receive votes in its favour from not less than a simple majority (i.e., 50% + 1) of those members who, being entitled to do so, vote in person on the resolution at the meeting.
Under the Registered Clubs Act:
1. 1. members who are employees of the Club are not entitled to vote.
  2. proxy voting is prohibited.

FIRST ORDINARY RESOLUTION

That pursuant to the Registered Clubs Act the members hereby:

1. 1. approve and agree to expenditure by the Club in a sum not exceeding $25,000 until the next Annual General Meeting of the Club for the following:
    1. 1. The reasonable cost of a meal and beverage for each Director immediately before or immediately after a Board or Committee Meeting on the day of that meeting, where the meeting corresponds with a normal meal time.
      2. Reasonable expenses incurred by Directors in travelling by either private or public transport to and from Directors Meetings or other duly constituted Committee Meetings as approved by the Board from time to time on production of invoices, receipts or other proper documentary evidence of such expenditure.
      3. Reasonable expenses incurred by Directors in relation to other activities as Directors including entertainment of special guests to the Club.
      4. Expenses involved in attendance at Intra-Club activities, sponsorship of sporting events deemed by the Directors to be of benefit to the Club and/or the community and other promotional activities performed by Directors.
      5. Expenses involved in the provision of a club uniform to each Director and cleaning of same.
      6. Reasonable costs of Directors attending all functions and activities at the Club deemed by the Directors to be of benefit by the Club, with expenses from any of the aforementioned activities to be approved by the Board before payment is made on production of receipts, invoices or other proper documentary evidence of such expenditure.
      7. The cost of Directors attending at functions with spouses or partners where appropriate, and/or required to represent the Club.
  2. acknowledge that benefits in paragraph 1 are not available to members generally but only to those members who are Directors of the Club and those Members directly involved in the above activities.

Notes to Members on First Ordinary Resolution

The First Ordinary is to approve an amount no greater than $25,000 for expenditure by the Club in relation to duties performed by the Club’s Directors.
The Board is required by the Registered Clubs Act to meet at least once a month and directors attend further meetings of the Board and subcommittees of the Board. Furthermore, directors are often required to represent the Board and the Club at events and functions within the Club and outside the Club.
Under the Registered Clubs Act directors cannot be employees and therefore cannot earn any salary. The only payments that can be made to them is by way of an honorarium, which is set out in the Third Ordinary Resolution, and by payment of reasonable expenses incurred by them in the course of carrying out their duties as Directors.
The First Ordinary Resolution is proposed to take into account the work and activities of directors and the out of pocket expenses they incur in performing their duties.

SECOND ORDINARY RESOLUTION

That pursuant to the Registered Clubs Act the members hereby:

approve and agree to expenditure by the Club in a sum not exceeding $50,000 for the development of skills and education of Directors until the next Annual General Meeting including:
1. 1. The reasonable cost of Directors meeting their mandatory education qualifications pursuant to the Registered Clubs Act and Rule 27A of the Club’s Constitution.
  2. The reasonable cost of Directors attending the Clubs NSW Annual General Meeting.
  3. The reasonable cost of Directors attending the RSL & Service Club’s Annual Conference.
  4. The reasonable cost of Directors attending seminars, lectures, trade displays, organized study tours, fact-finding tours and other similar events as may be determined by the Board from time to time.
  5. The reasonable cost of Directors attending other Clubs of a similar type of business for the purpose of observing their facilities and methods of operation.
acknowledge that the benefits in paragraph 1 are not available to members generally but only to those members who are Directors of the Club and those Members directly involved in the above activities.

Notes to Members on Second Ordinary Resolution

The Second Ordinary Resolution is to approve an amount no greater than $50,000 for development of skills, education and training of directors and to enable directors to be kept abreast of current trends and developments which may have a significant bearing on the nature and way in which the Club conducts its business.
The IPART Review into registered clubs in 2008 recommended a higher degree of qualification and business experience be applied to the Directors and Management of registered clubs. Since then the NSW Government has made training for club directors mandatory. To meet these new requirements, the Club amended its Constitution to include Rule 27A requiring compulsory continuing education for its Directors.

THIRD ORDINARY RESOLUTION

That pursuant to section 10(6)(b) of the Registered Clubs Act the members hereby:

approve the payment of the following honorariums to the directors of the Club elected at the 2018 Annual General Meeting until the Annual General Meeting in 2019 be paid by way of monthly instalments in arrears while they remain directors of the Club:
1. 1. The Chairperson of the Club – $12,484.00 per year (inclusive of the superannuation guarantee levy);
  2. The Chairs of any Board Committee – $7,490.00 per year (inclusive of the superannuation guarantee levy);
  3. Each other director of the Club – $5,606.00 per year (inclusive of the superannuation guarantee levies, if any);
  4. Provided that a Director cannot receive any combination of payments pursuant to paragraphs (a), (b) or (c), so that if he/she holds more than one of the offices referred to in those paragraphs, he/she will only receive the higher honorarium.
acknowledge that the payments referred to in paragraph 1 are only available to directors of the Club and are not available to members generally.

Notes to members on Third Ordinary Resolution

The Third Ordinary Resolution seeks approval for payment of honorariums for directors.
As set out in the Notes to the First Ordinary Resolution, directors cannot receive a salary for their work as Directors as they cannot be employees of the Club. Nevertheless, they contribute considerable time in performing their role.
The IPART Review into registered clubs recommended that Boards need to:
1. 1. make sure that appropriate risk management systems are in place at their club;
  2. use strategic planning to develop appropriate responses to the challenges their club is likely to face in the future;
  3. assess management’s performance, as well as their own performance, at least on an annual basis;
  4. monitor how successful management is in carrying out board decisions;
  5. meet more regularly as Committee and Special Meetings; and
  6. Directors are also required to spend time prior to and after meetings to read and research board papers and other material.
If the Third Ordinary Resolution is passed, honorariums will be paid in monthly instalments in arrears.
The superannuation guarantee levy is payable on all honorariums of or over $450.00 per month.

Dated: 26 March 2018

By direction of the Board

Neel Chand

Chief Executive Officer

2018 BOARD ELECTIONS

Key dates for nominations and elections for three (3) positions on the Board of Directors of Penrith RSL Club Limited to be elected this year.

Pre-nomination Information Session * Compulsory – see below for details
6.00pm Wednesday, 21st March 2018

Nominations open
9:00 am Wednesday, 4thApril 2018

Nominations close
5:00 pm Wednesday, 18th April 2018

Voting is to take place at the Club, if an election is required,
Friday 27th, Saturday 28th, Sunday 29th & Monday 30th April 2018
at the following times:

11:00 am to 2:00 pm
5:00 pm to 8:00 pm