BANKSTOWN DISTRICT SPORTS CLUB LIMITED ABN 88 000 243 916 NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an Extraordinary General Meeting of Bankstown District Sports Club Limited (ABN 88 000 243 916) (Bankstown) will be held at the Club’s premises on Level 2, Events Centre, 8 Greenfield Parade, Bankstown at 7:00 pm on Monday, 10 October 2022. Business 1. 2. 3. 4.
Opening Attendance and quorum Apologies Ordinary Resolution 1 – Amalgamation with Bankstown Golf Club: To consider and if thought fit, pass an Ordinary Resolution approving in principle an amalgamation of Bankstown District Sports Club Ltd and Bankstown Golf Club Ltd as follows: “That the members hereby approve in principle: a.
The amalgamation of Bankstown Golf Club Ltd: ABN 89 000 020 280 with Bankstown District Sports Club Ltd: ABN 88 000 243 916, such an amalgamation to be effected by; i. the continuation of Sports Club (as the Amalgamated Club) and the dissolution of Golf Club; and ii.
b.
5.
the transfer of the Club Licence of Golf Club to Sports Club; and
The making of an application to the Independent Liquor and Gaming Authority for the transfer of the Club Licence of Bankstown Golf Club Ltd to Bankstown District Sports Ltd for the purposes of such amalgamation".
Special Resolution 1 – Variation of Constitution: (a) To consider and if thought fit, pass a Special Resolution as follows: i.
Subject to clause b., pursuant to s136(2) of the Corporations Act 2001 and Rule 48 of the Constitution, the Constitution hereby be amended in the form as set out in Annexure A to this Notice;
ii.
The amendment of the current Constitution pursuant to clause a. will take effect immediately upon the passing of this Special Resolution;
(b) On the passing of the Special Resolutions in item 5(a), above, the Club will: i. notify the Australian Securities and Investments Commission (ASIC) of the amendment of the current Constitution of the Company pursuant to these resolutions in accordance with s136(5) of the Corporations Act 2001 (Cth); ii.
notify the Secretary of the Department of Customer Service (or authorised delegate) (Secretary) of the amendment of the current Constitution of the Company pursuant to these resolutions in accordance with s49 of the Registered Clubs Act 1976.
Explanatory Notes to Members on Ordinary Resolution Amalgamation with Bankstown Golf Club Ltd 1.
On 18 January 2022, by way of ClubsNSW Circular 22-006, the Bankstown District Sports Club Ltd (Sports Club) called for expressions of interest in amalgamation from clubs within a radius of fifty (50) kilometres of the Sports Club (EOI).
2.
The Sports Club commenced discussions with Bankstown Golf Club Ltd ABN 89 000 020 280 (Golf Club) and on 28 January 2022, the Golf Club lodged an expression of interest in amalgamating with the Sports Club in response to the EOI.
3.
Since February 2022, the Sports Club and the Golf Club have been in extensive negotiations regarding a possible amalgamation, which both clubs now propose to progress.
4.
On 13 July 2022, the Sports Club and Golf Club executed a Memorandum of Understanding (MOU).
5.
The Sports Club will be the continuing club in the amalgamation and the Golf Club will be the dissolving club in the amalgamation. The members of the Golf Club will become members of the Sports Club.
6.
A copy of the MOU will be available to members on the Sports Club’s noticeboards and on the Sports Club’s website at https://www.bankstownsports.com/bankstowngolfclub.