NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of the Ballina RSL Club Limited ACN 001 040 839 (Club) will be held at the Ballina RSL Club Limited in Grant Street, Ballina on Sunday, 10th November, 2024 commencing at 9.30am.
AGENDA
1. Apologies
2. Confirmation of the Minutes of the Annual General Meeting held on Sunday 12th November 2023.
3. To receive and consider the Annual Report of the Board of Directors:
3.1 Directors Declaration
3.2 Directors Report
3.3 Chairman’s Report
3.4 Chief Executive Officer’s Report
4. To receive and consider the Statement of Profit and Loss and Comprehensive Income, Statement of Financial Position, Statement of Cashflows, Statement of Changes in Equity, Notes to the Financial Statements, Auditors Independence Declaration and the Independent Auditors Report for the year ended 30th June 2024. Copies of these reports may be viewed on the Club’s website at www.ballinarsl.com.au
5. To consider, and if thought fit, pass the Ordinary Resolutions as set out below.
6. For the purposes of clause 4(4) of the Registered Clubs Regulation 2015 (NSW), the Chairman will give a notice of expressions of interest in an amalgamation along with any unsolicited merger offer, the Club has received in the previous 12 months.
7. To deal with any other business that the meeting may approve of, which due notice has not been given.
ORDINARY RESOLUTIONS
First Ordinary Resolution
“That pursuant to the Registered Clubs Act, 1976 (NSW) (Registered Clubs Act), as amended, the members hereby approve and agree to the members of the Board during the period up to the next Annual General Meeting receiving the following benefits and the members further acknowledge that the benefits outlined in subparagraphs (i) to (viii) are not available to members generally, but only to those members who are elected to the Board of the Directors of the Club:
(i) The reasonable cost of meals and refreshments for each Director before or after each Board or Committee meeting:
(ii) The reasonable cost in relation to the professional development and education of Directors including:
a) Directors attending the Annual General Meeting of ClubsNSW;
b) Directors attending other meetings of Associations of which the Club is a member;
c) Directors attending seminars, lectures, trade displays, organised study tours, fact finding tours and other similar events as may be determined by the Board from time to time;
d) Directors attending other registered clubs or hospitality venues for the purpose of observing their facilities and methods of operation;
e) Directors attending conferences and training sessions in relation to their roles and responsibilities under the Registered Clubs Act, Corporations Act 2001, (Cth) (Corporations Act) and any other relevant legislation; and
f) Directors attending functions with partners, where appropriate and required to represent the Club.
(iii) reasonable expenses incurred by the Directors in travelling by either private or public transport to and from Board or other duly constituted Committee meetings, either within the Club or elsewhere and approved by the Board on production of documentary evidence of such expenditure;
(iv) reasonable expenses incurred by Directors either within the Club or elsewhere in relation to such other duties including entertainment of special guests of the Club and other promotional activities approved by the Board on production of documentary evidence of such expenditure;
(v) the reasonable cost of the provision of blazers and associated apparel for the use of each Director when representing the Club;
(vi) reasonable expenses for the provision of a Chairperson’s Dinner once a year and on other such occasions as the Board might approve with the persons in attendance to comprise the Directors and their partners and persons (with their partners) chosen by the Chairperson who have supported the Club during the relevant year and thereby promoted the success of the Club;
(vii) the payment of Director’s and Officers’ insurance cover premiums; and
(viii) the provision and marking out of car parking spaces for the exclusive use of Directors and disabled persons (being Members or guests of Members).”
Second Ordinary Resolution
“That the current amenities and benefits such as accommodation, administrative services, reasonable refreshments in relation to meetings and commemorative services, being provided for the following groups within the Club are agreed upon by this Annual General Meeting up to the next Annual General Meeting:
➢ The Returned and Services League of Australia.
➢ The Northern Rivers Naval and Mariners Association.
➢ A.F.C & R.A.A.F Association.
➢ Korea-S.E. Asia-Vietnam Veterans Association.
➢ Ballina Ex-Army Association.
➢ Ex-Prisoners of War Association.
➢ Ballina & District Ex-Service Women’s Association.
➢ Ballina R.S.L Club Sports Council and Affiliated Clubs.
➢ Ballina R.S.L. Club Limited Life Members.”
Third Ordinary Resolution
“That pursuant to the Registered Clubs Act, 1976 as amended, for the period until the next Annual General Meeting the members authorise:
(a) Payment to the Chairperson of an honorarium of $20,000 (net of PAYG);
(b) That the Deputy Chairperson and Vice Chairperson be provided with an internal Club card facility to a maximum value of $6,000 for the period up to the next Annual General Meeting to offset any out of pocket expenses and for the purposes of entertaining guests whilst on Club premises and 2024 AGM Notice of Meeting
(c) That each Director (excluding the Chairperson, Deputy Chairperson and Vice Chairperson) be provided with an internal Club card facility to a maximum value of; $5,000 for the period up to the next Annual General Meeting to offset any out of pocket expenses and for the purpose of entertaining guests whilst on Club premises”.
GENERAL NOTES TO MEMBERS REGARDING THE ORDINARY AND SPECIAL RESOLUTIONS
1. To be passed the Ordinary resolutions must receive votes in their favour from a majority of those members who, being eligible to do so, vote in person at the meeting.
2. The proposing of the first, second and third Ordinary Resolutions is a requirement under the Registered Clubs Act when benefits are being granted to Directors or certain members of the Club.
3. The Board of Directors recommends to members that they vote in favour of each of the Ordinary Resolutions.
4. Members who are employees are not entitled to vote and proxy voting is not permitted under the Registered Clubs Act.
By Order of the Board
WG Coulter
Chief Executive Officer/Company Secretary
25 August 2024
ELECTRONIC NOTICES
Dear members,
In February 2022, the Corporations Amendment (Meetings and Documents) Act 2022 came into effect. The new laws establish a more practical and simpler system for companies to send documents to members electronically.
This system entitles Ballina RSL Club Ltd to send members AGM and other meeting notices using the following electronic means:
• Sending members an email with a PDF attachment of the meeting notice
• Sending members a text message or email with a hyperlink to the meeting notice
• Sending members a text message or email with instructions on how to access the meeting notice (e.g., by logging in to a member portal)
• Mailing a postcard to a member’s physical address with instructions or details of how to access the meeting notice online.
Commencing 1 December 2022, the Club intends to adopt electronic methods from this point forward. By using electronic methods, we have the opportunity to interact with members using the avenues where they consume information, thereby ensuring members are informed about important club matters like AGMs and extraordinary meetings.
Using electronic communications will also save considerable paper. The club industry alone uses more than 40 million pieces of paper per year for meeting notices, even though many recipients prefer digital communications.
Members’ Rights To Receive Documents In Physical Or Electronic Form
Under the Corporations Act 2001 (the Act), members of this club may “elect” to receive documents in physical or electronic form.
Section 110K of the Act obligates Ballina RSL Club to inform members of their right to make this election, as per this notice.
Club members who do not make any election will be sent documents, including meeting notices, in line with Ballina RSL Club’s processes, and based on the contact details we hold.
Members may elect to receive all company-related documents in physical or electronic form, on a permanent basis.
Alternatively, members may elect to receive only a particular document in physical or electronic form, on an ad hoc basis.