NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of Randwick Labor Club Limited will be held at the premises of the Club, 135 Alison Road, Randwick NSW on Sunday 29th January, 2012 at 11.00am.
AGENDA
Apologies.
Confirmation of Minutes of previous Annual General Meeting.
The Annual Report.
The Statement of Accounts and Balance Sheet.
Directors and promotional expenses 2012 / 2013 Financial Year.
Honoraria.
Election of ten (10) Directors.
To conduct any business which may be bought forward in accordance with the Constitution.
By order of the Board of Directors
Ken Murray Dominic Sullivan
Director Director
RANDWICK LABOR CLUB LIMITED ACN 000 353 417 ABN 35 000 353 417
135 ALISON ROAD RANDWICK NSW 2031 TEL: 9399 4100
RANDWICK LABOR CLUB LIMITED
ACN 000 353 417
NOTICE OF EXTRAORDINARY GENERAL MEETING AND RESOLUTIONS IN RELATION TO PROPOSED AMALGAMATION WITH KENSINGTON WAR MEMORIAL CLUB LIMITED (ACN 001 027 078)
NOTICE is hereby given of an EXTRAORDINARY GENERAL MEETING of RANDWICK LABOR CLUB LIMITED to be held on MONDAY, 5TH DECEMBER 2011, commencing at 7.00PM at the club house.
Business
The business of the meeting will be to consider and if thought fit pass the following Ordinary Resolution and thereafter the following Special Resolution.
ORDINARY RESOLUTION REGARDING IN PRINCIPLE APPROVAL OF AMALGAMATION APPLICATION AND TRANSFER OF POKER MACHINE ENTITLEMENTS FROM KENSINGTON WAR MEMORIAL CLUB PREMISES TO RANDWICK LABOR CLUB’S PREMISES.
“That the members hereby:
(a) approve in principle the amalgamation of the Randwick Labor Club Limited ACN 000 353 417 (Labor Club) with the Kensington War Memorial Club Limited ACN 001 027 078 (War Memorial Club), such amalgamation to be effected by:
(i) the continuation of the Labor Club (as the amalgamated club) and the dissolution of War Memorial Club; and
(ii) the transfer of the club licence of the War Memorial Club to the Labor Club.
(b) approve the making of an application to the Casino, Liquor and Gaming Control Authority for the transfer of the club licence of the War Memorial Club to the Labor Club for the purposes of such amalgamation.
(c) approve, for the purposes of section 21(4) of the Gaming Machines Act 2001 (NSW), the transfer of all of the War Memorial Club’s poker machine entitlements from the War Memorial Club’s premises to the Labor Club’s premises at 135 Alison Road, Randwick and/or 2 The Avenue, Randwick as soon as reasonably practicable after completion of the amalgamation.
(d) declare that, as and from completion of the amalgamation, the War Memorial Club’s premises are “non-core property” for the purposes of section 41J of the Registered Clubs Act 1976 (NSW) and hereby authorise the amalgamated club ceasing to trade from those premises.
(e) approve, for the purposes of section 17AI of the Registered Clubs Act 1976 (NSW), the amalgamated club disposing of the War Memorial Club’s premises (terminating the lease in respect of the War Memorial Club premises) as soon as reasonably practicable after completion of the amalgamation.”
ORDINARY RESOLUTION REGARDING BENEFITS TO KENSINGTON WAR MEMORIAL CLUB MEMBERS
(a) Provided the Ordinary Resolution is passed, that the members hereby approve each Kensington War Memorial Club Member who was a member of the War Memorial Club on the date the Club entered into the Deed of Amalgamation with the War Memorial Club receiving the equivalent of $50.00 in Club reward points (Randwick Reward Points) on completion of the amalgamation between the Club and the Kensington War Memorial Club Limited.
(b) The members acknowledge that the benefit referred to in paragraph (a) is not available for members generally but is only available to Kensington War Memorial Club Members who were members of the War Memorial Club on the date the Club entered into the Deed of Amalgamation with the War Memorial Club.”
SPECIAL RESOLUTION TO AMEND RANDWICK LABOR CLUB CONSTITUTION
“Provided the Ordinary Resolution is passed, the Articles of Association of Randwick Labor Club Limited be amended by:
(i) deleting from Article 4 the words “Subject to Article 4A,” and in lieu thereof inserting the words:
“Subject to Articles 4A and 4B,”
(ii) inserting the following new Article 4B:
“4B. In addition to the qualification of members referred to in Articles 4 and 4A, persons who:
(a) are over the age of eighteen (18) years;
(b) satisfy the procedure set out in Article 6A; and
(c) are full members of the Kensington War Memorial Club Limited,
shall be admitted as Kensington War Memorial Club Members of the Club pursuant to the amalgamation between the Club and the Kensington War Memorial Club Limited.”
(iii) inserting the following Article 5(a3):
“(a3) Kensington War Memorial Club Members”
(iv) inserting the following new Article 7(b2):
“(b2) Pursuant to the amalgamation between the Club and the Kensington War Memorial Club Limited, any member of the Kensington War Memorial Club Limited who was a Life member of that Club or was a member of that Club for the twenty-five (25) years preceding completion of the amalgamation, shall be admitted as a Life member of the Club.”
(v) inserting the following new Article 7(e):
“(e) For the purposes of Article 7(b), membership of the Kensington War Memorial Club Limited and service to the Kensington War Memorial Club Limited shall be deemed to be membership and service to the Club.”
(vi) inserting at the beginning of Article 12(b) the words:
“Subject to Article 12(b1)”.
(vii) inserting the following new Article 12(b1):
“(b1) For the purposes of the amalgamation between the Club and the Kensington War Memorial Club Limited, the annual subscription for a Kensington War Memorial Club Member shall be $2.00 (plus GST) per annum if the annual subscription is paid by the Kensington War Memorial Club Limited on behalf of a Kensington War Memorial Club Member. For the avoidance of doubt, if the annual subscription for a Kensington War Memorial Club Member is not paid for by the Kensington War Memorial Club Limited, the annual subscription of that member shall be determined in accordance with Article 12(b).”
NOTES TO MEMBERS
- The amalgamation of registered clubs is regulated by the Liquor Act, Registered Club Act and the Registered Clubs Regulations.
- The Ordinary Resolutions set out above are required for the purposes of the amalgamation and the amalgamation cannot proceed until the members of both clubs have approved the amalgamation at separate general meetings.
- Under the Registered Clubs Act no amalgamation can proceed unless:
· A Memorandum of Understanding has been entered into by the two clubs; and
· A general meeting of the members has approved the proposed amalgamation.
- On 27th October 2011 Randwick Labor Club Limited entered into a Memorandum of Understanding with Kensington War Memorial Club Limited.
- In relation to the proposed amalgamation, members should consider the Memorandum of Understanding.
6. A copy of the Memorandum of Understanding is on display on the Randwick Labor Club website at www.rlclub.com.au and copies are available from Reception. 
