PROPOSED AMALGAMATION OF ST MARYS RSL & EX-SERVICEMEN’S CLUB WITH ST MARYS DISTRICT BAND CLUB LIMITED

 

ORDINARY RESOLUTION

That the members hereby approve in principle the amalgamation of St Marys R.S.L. and Ex-Servicemen’s Club Limited ACN 589 060 (RSL Club) with St Marys District Band Club Limited ACN 000 953 293 (Band Club) such amalgamation to be effected by:

  • the continuation of the corporate structure of the RSL Club and the winding up of the corporate structure of Band Club; and
  • the granting of an application made to the Independent Liquor & Gaming (Authority) for the transfer of the club licence held by the Band Club in respect of its premises at Great Western Highway, St Mary’s to the RSL Club for the purpose of such amalgamation; and
  • the transfer of the club licence held by the Band Club to the RSL Club pursuant to the application referred to in paragraph (b) in order to effect completion of the amalgamation.

EXPLANATORY NOTES FOR ORDINARY RESOLUTION

Summary of Ordinary Resolution

  1. The Ordinary Resolution is made up of the following parts:
    • Paragraph (a) is to obtain member approval for the amalgamation (merger) of the RSL Club and the Band Club (which will be effected by the winding up of the corporate structure of the Band Club and the continuation of the corporate structure of the RSL Club).
    • Paragraph (b) is to obtain member approval for the clubs making an application to the Authority to obtain approval for the amalgamation;
    • Paragraph (c) is to obtain member approval for the transfer of the Band Club’s club licence to the RSL Club which will take effect on and from completion of the amalgamation.

Reasons for Amalgamation

  1. The Band Club sought expressions of interest from other registered clubs in relation to a possible amalgamation with the Band Club.
  2. After its call for expressions of interest, the Band Club has received:
    • responses from the RSL Club; and
    • unsolicited merger offers from Blacktown Workers Club Limited, Ingleburn RSL Sub-Branch Club Limited and Western Suburbs Soccer, Sports & Community Club Limited.
  3. The RSL Club has received unsolicited merger offers from Blacktown Workers Club Limited, Ingleburn RSL Sub-Branch Club Limited, Penrith RSL Club Limited and Western Suburbs Soccer, Sports & Community Club Limited.
  4. The Boards of the RSL Club and the Band Club, having respectively considered all the expressions of interest and merger offers, have resolved to proceed with an amalgamation of the RSL Club and the Band Club (subject to obtaining the necessary approvals) to continue with their shared focus and commitment to the local St Marys community.

Need for Memorandum of Understanding

  1. An amalgamation between two registered clubs is governed by the provisions of the Registered Clubs Act (RCA).
  2. One of the requirements of the RCA is that the two clubs have to enter into a Memorandum of Understanding (MOU) which covers various matters specifically required by the RCA to be covered. The MOU can also deal with additional matters.
  3. The RSL Club and the Band Club have entered into a MOU. Copies of the MOU are currently displayed on the Band Club’s website and noticeboard. Further copies are available on request during office hours.
  4. Members are encouraged to carefully read the terms of the MOU and, if they have any questions or are seeking clarification of any matter relating to the amalgamation or what is contained in the MOU, they should direct their enquiries to Marlene Shipley (Chief Executive Officer).

Summary of Principle Features of the MOU

  1. Set out below is a summary of some of the principle features of the MOU.

Winding Up of the Band Club

  1. The amalgamation is being effected by the winding up of the corporate structure of the Band Club and the continuation of the corporate structure of the RSL Club.

Name of the Amalgamated Club

  1. Subject to obtaining the necessary approvals from ASIC and members of the RSL Club passing a special resolution to amend the company name of the RSL Club, the Amalgamated Club will be renamed as “St Marys Diggers and Band Club Limited”.

Constitution of the Amalgamated Club

  1. The Constitution of the RSL Club will be the Constitution of the Amalgamated Club. However, for the purposes of the amalgamation, the RSL Club’s Constitution will be amended in the manner referred to in paragraph 30 below.

Premises of the Amalgamated Club

  1. With effect from completion of the amalgamation, the Amalgamated Club will trade from both the Band Club’s premises (Band Club Premises) and the RSL Club’s premises (RSL Club Premises). However, at some yet to be determined date in the future, the Amalgamated Club will sell or develop the Band Club Premises, construct new additional club premises and facilities on the RSL Club Premises and the transfer and consolidate the operations and activities of the Amalgamated Club to the upgraded facilities at the RSL Club Premises.

Traditions, Amenities and Community Support

  1. The traditions, amenities and memorabilia of the Band Club will be maintained by the Amalgamated Club.
  2. The Amalgamated Club will retain all of the Band Club’s memorabilia and honour boards (which may be displayed in the current format or electronically) and in due course these will be transferred to the RSL Club Premises.
  3. The Amalgamated Club will recognise and continue major events and competitions of the Band Club.
  4. The Amalgamated Club will continue to recognise and support the existing traditions and activities of the RSL Club.
  5. As far as financially possible, the Amalgamated Club will continue to support the community to at least the same extent that it was supported by the Band Club and the RSL Club as at the date of the MOU.

Band Club’s Premises

  1. The Band Club Premises, while it continues to trade, will be named and promoted as “St Marys Band Club”.
  2. The Amalgamated Club will maintain the Band Club Premises and carry on the business of a licensed registered club at the Band Club Premises with the usual facilities and amenities of a registered club.
  3. The Amalgamated Club will retain all of the existing sub clubs of the Band Club (as at the date of the MOU) as sub clubs of the Amalgamated Club and the sub-clubs will:
    • have their own rules, committees and members; and
    • continue using their existing names but if the names refer to the Amalgamated Club they will use the new name of the Amalgamated Club;
    • elect their own committees.

Board and Management of the Amalgamated Club

  1. The initial Board of the Amalgamated Club (Initial Board) will hold office from the completion of the amalgamation until the Annual General Meeting of the Amalgamated Club to be held in 2020.
  2. The Initial Board will consist of nine (9) directors comprising a President, Senior Vice President, Junior Vice president and six (6) Ordinary directors.
  3. The Initial Board will include:
    • four (4) directors from the Band Club. The President of the Band Club (as at the completion of the amalgamation) must be one (1) of those four (4) directors.
    • four (4) directors from the RSL Club. Three (3) of the four (4) directors must be Sub Branch members and the President of the RSL Club (as at the Completion of the Amalgamation) must be one (1) of the four (4) directors.
    • one (1) other director of either the Band Club or the RSL Club who will be determined by lot.
  4. The President of the RSL Club (as at the completion of the amalgamation) will be the President of the Amalgamated Club until the Annual General Meeting of the Amalgamated Club to be held in 2019 and will then be the Senior Vice President of the Amalgamated Club until the Annual General Meeting of the Amalgamated Club to be held in 2020.
  5. The President of the Band Club (as at the completion of the amalgamation) will be the Senior Vice President of the Amalgamated Club until the Annual General Meeting of the Amalgamated Club to be held in 2019 and will then be the President of the Amalgamated Club until the Annual General Meeting of the Amalgamated Club to be held in 2020.
  6. The Board will elect, from amongst their number, a Junior Vice President immediately following the Annual General Meetings of the Amalgamated Club to be held in 2019 and 2020.
  7. For the purposes of the Annual General Meeting to be held in 2020 and the election of the Board to be conducted in that year and with effect thereafter, the Board will:
    • consist of nine (9) directors comprising of a President, Senior Vice President, Junior Vice President and six (6) Ordinary directors.
    • consist of three (3) Sub Branch Members and a combination of six (6) Associate members and Band Club members.
    • elect, from amongst their number, a President, Senior Vice President and Junior Vice President after each Annual General Meeting.
  8. The RSL Club’s Constitution (which will be the Constitution of the Amalgamated Club) will be amended to provide:
    • for the Board structure referred to in paragraphs 24 to 29 inclusive; and
    • for all members of the Band Club who are not already members of the RSL Club to become members of the RSL Club (as the Amalgamated Club) on and from Completion of the Amalgamation;
    • for the changing of the current winding up rule of the RSL Club to allow members of the Amalgamated Club to determine the distribution of any surplus property on winding up of the Amalgamated Club;
    • a member will not be entitled to nominate for or be elected or appointed to the Board if he or she was an employee of the RSL Club or the Band Club during the preceding four (4) years;
    • no more than two (2) directors on the Board of the Amalgamated Club may reside outside of a radius of ten (10) kilometres of the RSL Club Premises.
  9. The Chief Executive Officer and Secretary of the Band Club will be the Chief Executive Officer and Secretary of the Amalgamated Club with effect from the date of completion of the amalgamation on terms and conditions approved by the Board of the Amalgamated Club.

Advisory Committee

  1. The Amalgamated Club will create an Advisory Committee to assist the Board of the Amalgamated Club with the integration of both clubs into one larger club (being the Amalgamated Club).
  2. The Advisory Committee will initially be made up of those directors of the Band Club and the RSL Club (as at the completion of the amalgamation) who are not selected to form part of the Initial Board and who have given their written consent to being a member of the Advisory Committee.
  3. The Advisory Committee will make recommendations to the Board and/or management of the Amalgamated Club on issues relating to the Amalgamated Club. However, the Advisory Committee will not have any governance or management powers in the Amalgamated Club (except if specifically delegated to it by resolution of the Board) and it shall be subject to the overall control and direction of the Board and management of the Amalgamated Club.

Employees of the Band Club

  1. The employees of the Band Club will all be offered employment with the RSL Club (as the Amalgamated Club) and those employees will receive continuity of employment. Their accrued entitlements while employees of the Band Club (holiday pay, long service leave and other entitlements) will be preserved and will be honoured by the RSL Club (as the Amalgamated Club) as if those employees had been employees of the RSL Club (as the Amalgamated Club).
  2. Any employee of the Band Club who does not accept the offer of employment with the RSL Club (as the Amalgamated Club) will be paid out their entitlements.

Intentions regarding core property, cash and investments and poker machine entitlements of the Band Club

  1. The Band Club Premises is currently core property of the Band Club and it will be core property of the Amalgamated Club. The RSL Club Premises will also be core property of the Amalgamated Club.
  2. The cash and investments of the Band Club will be transferred to the Amalgamated Club on completion of the amalgamation.
  3. The Band Club has one hundred and eighty nine (189) poker machine entitlements at the Band Club Premises and the RSL Club has one hundred and sixty nine (169) poker machine entitlements at the RSL Club Premises.
  4. After completion of the amalgamation, the Amalgamated Club intends to conduct a strategic analysis of the poker machine entitlements at the RSL Club Premises and the Band Club. Depending on the outcome of that strategic analysis, the Amalgamated Club may transfer poker machine entitlements between the RSL Club Premises and Band Club Premises.

Admission of Band Club members to the RSL Club

  1. The RCA requires the RSL Club to create a separate category of membership for Band Club members as part of the amalgamation.
  2. Accordingly, the RSL Club’s Constitution will be amended to:
    • formally create “Band Club Members” as a category of membership of the Club. “Band Club Members” will have the same rights as Associate members under the RSL Club’s Constitution;
    • admit members of the Band Club to membership of the RSL Club (as the Amalgamated Club) with effect from the date of Completion of the Amalgamation.
  3. Life members of the Band Club will be admitted to Life membership of the RSL Club (as the Amalgamated Club) and they will be exempt from paying annual subscriptions to the Amalgamated Club. The RSL Club’s Constitution will be amended to admit the Band Club’s Life members to Life membership of the Amalgamated Club.

The Amalgamation Process

  1. Each club must hold a meeting of its members to approve the amalgamation in the same terms as the Ordinary Resolution above.
  2. Once the members of both clubs have approved the amalgamation at separate meetings, an application will be made to the Authority for its approval of the amalgamation. The Band Club will have the carriage of that application.
  3. Once the approval of the Authority to the amalgamation has been obtained (and subject to due diligence being conducted by each club on the other and all other necessary steps being completed) there will be a formal commercial settlement. On the day of that commercial settlement the following things (among others) will happen:
    • The Band Club will transfer its assets (including the Band Club Premises) to the RSL Club (as the Amalgamated Club);
    • All members of the Band Club who have consented to become members of the RSL Club will be admitted to membership of the RSL Club (as the Amalgamated Club);
    • The Band Club employees who accept employment with the RSL Club will become employees of the RSL Club (as the Amalgamated Club).
    • The Band Club’s club licence will be transferred to the RSL Club (as the Amalgamated Club) and the Band Club CEO will become the CEO of the Amalgamated Club;
    • The Amalgamated Club will be responsible for and trade from the RSL Club Premises and the Band Club Premises.
    • The initial Board of the Amalgamated Club will take office (see paragraphs 24 to 29 inclusive).
  4. After completion of the amalgamation, the corporate structure of the Band Club will be wound up.

Dated:  5 February 2019                               

By direction of the Board

Marlene Shipley

CHIEF EXECUTIVE OFFICER

 

MEMORANDUM OF UNDERSTANDING

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