Explanatory Notes – Special Resolution 1
1 The Club adopted a new Constitution in 2019, which included clause 9.6 (Retirement or Rotation of
Directors). This clause 9.6 introduced the concept of a 'First Board', comprising the Directors holding
office on and from the 2020 AGM, and prescribed how these Directors would retire or rotate in the AGMs
held in 2021 to 2023. This was introduced to enable elections of the Board to occur in accordance with
the 'triennial rule' under Schedule 4 of the Registered Clubs Act.
2 As of the 2023 AGM, the first Retirement Cycle was completed with all Directors appointed to the 'First
Board' now retired (and some being re-elected to the position of Director).
3 The 'First Board' concept is therefore no longer required in the Constitution. To streamline the
Constitution, Special Resolution 1 proposes to delete references to the 'First Board' in the Constitution,
as set out in the wording of the resolution above.
4 There are a number of incorrectly formatted definitions contained within clause 1.1 of the Constitution.
If Special Resolution 1 is passed, it will correct the formatting of the definitions contained within clause
1.1 of the Constitution, making it easier to locate and read definitions within clause 1.1.
5 Existing clause 3.4(a) provides that a person may only be admitted as a Temporary member of the Club
if the person's permanent place of residence in New South Wales is at least 5 kilometres from the Club's
premises or such greater distance as may be determined by the Board.
6 The NSW Government recently passed the Vibrancy Reforms, which abolished the deemed rule
contained in section 30(3B) of the Registered Clubs Act (which applies to all registered clubs) that
persons are only eligible to attend as temporary members of a registered club if they reside a minimum
of 5 kilometres from the premises of the registered club they are attending.
7 If Special Resolution 1 is passed, existing clause 3.4(a) will be deleted. This will remove the requirement
for a person that lives within 5 kilometres of the Club's premises from having to become a member of
the Club prior to being able to access the Club's premises. The amendment is consistent with the
changes to the Registered Clubs Act as part of the NSW Government's Vibrancy Reforms.
8 Special Resolution 1 also proposes to make changes to ensure the Constitution contemplates certain
procedures for admitting and recognising members, undertaken for the purposes of amalgamation.
9 For the avoidance of doubt, this Special Resolution 1 does not relate to and is not the result of a
particular amalgamation opportunity. Instead, this Special Resolution 1 is proposed to reduce the need
for special resolutions in any potential future amalgamations and to streamline future versions of the
Constitution.
10 Section 17AC(2) of the Registered Clubs Act requires that before registered clubs amalgamate, the
parent club must under its rules (i.e. the Constitution) establish the members of the dissolved club as a
separate class of members for the purposes of identification. Accordingly, all persons joining the Club
that were formerly members of the Amalgamating Club will be identified as former members of the
Amalgamating Club in the Club's membership register.
11 If passed, Special Resolution 1 will amend existing clauses 4.3 and 4.4 of the Constitution.
12 Paragraph (a) of proposed new clause 4.3 replicates the wording of existing clause 4.3.
13 The proposed new paragraphs (b) to (d) of new clause 4.3 set out a more streamlined process to admit
persons as members pursuant to an amalgamation, where they won't need to submit new applications
with all of their details again.
14 Paragraphs (a) and (b) of proposed new clause 4.4 replicate the wording of existing clause 4.4.
15 The proposed new paragraph (c) of new clause 4.4 satisfies the requirements of section 17AC(2) of the
Registered Clubs Act.
16 In the event of a future amalgamation, all members of the dissolving club or child club must first agree
to become members before they can be admitted to membership of the Club.
17 Special Resolution 1 will also make a change to clause 9.10 in respect of Directors' remuneration to
make the wording more consistent with the Registered Clubs Act.
www.nsw.gov.au
