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Annual General Meeting SUNDAY 19TH MAY

2019

Notice of Election

FOR THE BOARD OF DIRECTORS 2019 Nominations are called for the election to the Board of Directors for 2019. Nominations for three (3) positions on the Board of Directors shall open Monday 29th April 2019 and shall close 7.00pm Saturday 11th May 2019. Nominations must be in the hands of the CEO by 7.00pm Saturday 11th May 2019. Under the triennial rule, there are three (3) positions to be filled and Directors are elected for a three (3) year term. In accordance with the amendments to the Club’s Constitution in 2017, the total number of Directors comprising the Board with effect from this year’s Annual General Meeting is reduced from nine (9) to seven (7) Directors. Under the Club’s Constitution the following requirements shall be observed in connection with the election of Directors. (a) Every candidate for election as a Director must qualify under Rule 25 of the Club’s Constitution (available on the Club’s website and from the Membership office). (b) Nominations for election must be in writing on the Board Election Nomination Form signed by one Ordinary Member and or Life Member as nominator and signed by another Ordinary Member or Life Member as seconder and signed by the nominee as indicating his or her consent to the nominations. Board Election Nomination Forms and Statutory Declaration Forms can be obtained from CEO’s office during office hours. Arrangements can also be made to obtain these forms outside office hours. (Contact Jaynie Novotny on 9485 3201 or email jnovotny@hornsbyrsl.com.au).

Candidates must complete the Board Election Nomination Form and also complete the Board Election Nominee Statutory Declaration, and once completed, both forms must be lodged with the CEO’s Office, at which time the candidate must furnish proof of their membership of the Club.

Mandatory course of instruction for candidates to the Board will take place on Tuesday 7th May 2019 at 6.00pm and Friday 10th May 2019 at 6.00pm in the Boardroom. In accordance with the Club’s Constitution in order to be eligible for the election candidates must attend this course on one of these dates.

Board Election Nomination Form and Board Election Nominee Statutory Declaration Form, must be lodged with the CEO’s Office no later than 7.00pm, Saturday 11th May 2019. Forms will not be accepted after this time.

VOTING TIMES

The CEO will arrange a photographer to take suitable photographs of candidates for the Board of Directors. Candidates may arrange their own suitable photograph for publication and submit same with brief resume to CEO’s office by 7.00pm, Saturday 11th May 2019. All candidates photographs must be the same size. Personal details typed on same size form as photograph with only relevant details pertinent to their interests in the Club. All resumes to be typed by CEO’s EA in same format prior to 7.00pm, Saturday 11th May 2019. Relevant details will be in same order for each candidate: i.e. Name Date of Joining Club Date of Birth Occupation In case of a sitting Director, history of activities whilst a Director of the Club. Candidate’s resumes limited to 100 words. Nominations including the name of each candidate and his/her proposer and seconder, will be posted on the Club’s notice board by the CEO. Any person who nominates for election as a Club Director will be required to attend a pre-election mandatory course of instruction for candidates to the Board.

Monday 13th May 2019 12.00pm to 8.00pm Tuesday 14th May 2019 12.00pm to 8.00pm Wednesday 15th May 2019 12.00pm to 8.00pm Thursday 16th May 2019 12.00pm to 8.00pm Friday 17th May 2019 12.00pm to 8.00pm Saturday 18th May 2019 4.00pm to 8.00pm Returning Officer, John Wright, has been appointed and will supervise the conduct of the ballot and determine the result, which will be declared at the Annual General Meeting on Sunday 19th May 2019 at the appropriate time on the agenda. For further information, Members attention is drawn to the Club’s Constitution and By-Laws.

WANTED - VOLUNTEER POLLING CLERKS Voting for the 2019 Board of Directors will be held at the Club from: Monday 13th May until Saturday 18th May 2019. Voting begins at 12 noon Monday to Friday and 4.00pm on Saturday. If you are able to assist as a clerk, please contact Jaynie on 9485 3201 or jnovotny@hornsbyrsl.com.au

37th Annual General Meeting

SUNDAY 19 MAY 2019 AT 11.00AM IN THE CLUB'S SHOWROOM 4 HIGH ST, HORNSBY 2077 Members attending will be required to present their current membership card on entering the meeting. AGENDA Declare meeting open with one minute's silence. 1. Announcement of quorum. 2. Apologies 3. Confirmation of Minutes of Annual General Meeting of Members of Hornsby RSL Club Limited held 6 May 2018. 4. To receive and consider the Audited Financial Report of Hornsby RSL Club Limited for year ended 31 December 2018. 5. To receive and consider reports of Board of Directors and Auditor. 6. Declaration of Ballot for the election of Directors. 7. To consider and, if thought fit, to pass the following three (3) ordinary resolutions, namely: ORDINARY RESOLUTION NUMBER 1 (a) That the President be paid an honorarium in respect of his or her services as a member of the Board of Directors at the monthly rate of $1,000 (plus Superannuation Guarantee Levy where applicable). Such honorarium is payable in arrears, and prorated on a daily basis for any broken period of less than a calendar month at the start or end of their term of office commencing on the date of this resolution and ending on the date of the next Annual General Meeting of the Club; and

Explanatory Note – Ordinary Resolution: Presidents Honorarium: The amount of the proposed honorarium is unchanged from last year’s honorarium. (b) That each Director be paid an honorarium in respect of his or her services as a member of the Board of Directors at the monthly rate of $666.66 (plus Superannuation Guarantee Levy where applicable) payable in arrears, and prorated on a daily basis for any broken period of less than a calendar month at the start or end of their term of office commencing on the date of this resolution and ending at the latest on the date of the next Annual General Meeting of the Club. Explanatory Note – Ordinary Resolution: Directors Honorarium: The amount of the proposed horonariums is unchanged from last year’s honorariums. ORDINARY RESOLUTION NUMBER 2 That Members hereby approve that until the next Annual General Meeting, members of the Board receive such of the following benefits and advantages, (being benefits and advantages not offered equally to every Full Member of the Club) as the Board shall from time to time approve: (a) The provision to each member of the Board, as required from time to time and at the expense of the Club, a Directors Club Uniform, to be worn when attending to or carrying out his or her duties as a member of the Board whether at the premises of the Club or otherwise.

training, industry related meetings, organised study tours, seminars, trade displays etc as may be determined by the Board provided all expenditure is supported by documentary evidence. (d) The provision to members of the Board of a free meal and refreshment, at a reasonable cost to the Club, on the day of attendance at Board Meetings, Finance Meetings and other Committee Meetings. ORDINARY RESOLUTION NUMBER 3 That until the next Annual General Meeting, the members approve that eligible members may receive such of the following benefits (which are not offered equally to every Full Member of the Club) as the Board shall from time to time approve: a. The expenditure by the Club of reasonable sums in payment of the costs of holding functions on the Club’s premises to celebrate certain occasions, including but not limited to the Life Members’ Dinner. b. The provision to Life Members of one monthly free meal and refreshment, at a reasonable cost to the Club. c. The provision to Life Members of car parking spaces in that part of the Club’s carpark as the Board shall from time to time resolve to set aside for use by Life Members. d. The provision of membership of the Club to members of the Hornsby Branch of the Returned and Services League of Australia, for a reduced fee.

(b) The provision to members of the Board of one car parking space each in that part of the Club’s carpark as the Board shall from time to time resolve to set aside for use by members of the Board.

8. To consider and, if thought fit, to pass the following special resolution: The Special Resolution is to be read in conjunction with the notes to members set out below.

That the Constitution of Hornsby RSL Club Limited be amended as follows by: (a) deleting Rule 26.1A and in its place

37th Annual General Meeting

inserting the following new Rule 26.1A: “26.1A The positions of President and Vice President shall be determined by the directors from among their number at the first Board meeting following the Annual General Meeting each year. The Board shall use such procedure as it considers fit to determine these positions.” (b) deleting Rule 28.12 and the heading “FINANCE COMMITTEE” and by renumbering Rules 28.13 through to 28.22 as Rules 28.12 through to Rule 28.21 (c) deleting Rules 35.16 and 35.17 and in their place inserting the following new Rules 35.16 and 35.17: “35.16 If the President is not present or is unwilling or unable to act then the Vice President shall preside as chairperson of the meeting. 35.17 If both the President and Vice President are not present or unwilling or unable to act then the Members of the Club present shall elect a member of the Board to preside as chairperson of the meeting.” Notes to Members on Special Resolution 1. In 2018 the members passed a Special Resolution to amend the Constitution by inserting Rule 25.1 which (among other things) was to the effect that from the Annual General Meeting in 2019 the Board shall be reduced from a Board of 9 Directors to a Board of 7 Directors comprising a President, a Vice President and 5 Ordinary Directors all of whom are elected Directors. The Board also was given the power to appoint up to 2 directors each with a term of no more than 3 years. This power of appointment arises from Regulation 31 of the Registered Clubs Regulation 2015 and the Registered Clubs Act. 2. If passed, the further Special Resolution set out above will make consequential a. 4 High Street, Hornsby NSW 2077

amendments to other Rules of the Club consistent with this reduced number of elected directors and office bearers where those other Rules still refer to a Senior Vice President and/or a Treasurer. 3. If passed, the Special Resolution will also remove the Finance Committee from the Constitution. 4. This is not to say that the Board will not create specific committees to deal with financial matters as the need arises from time to time but for the most part the finances of the Club will be monitored by the full Board of 7 directors. 5. To be passed, the Special Resolution requires votes from not less than three quarters of those Members who being eligible to do so vote in person on the Special Resolution at the Annual General Meeting. 6. Life Members and Ordinary Members are the only classes of Members eligible to vote on the Special Resolution. 7. Under the Registered Clubs Act: (a) Members who are employees of the Club are not entitled to vote. (b) proxy voting is prohibited.

Notes to Members on Resolution for Life Membership 1. Under the Club’s Constitution, Life Membership can be conferred on any ordinary Member who has been a Member of the Club for ten (10) years and who has provided outstanding service to the Club. 2. A candidate for Life Membership must be proposed by one and seconded by another full Member of the Club and must be submitted to the Board for approval. 3. Following receipt of a nomination for Life Membership proposed and seconded by two full Members. The Board has approved the nomination for membership of Mr Stan Bowman. 4. To be passed, the Resolution for Life Membership requires votes in its favour from a simple majority of members present and voting at the meeting. 5. A Life Member is relieved from the payment of an annual subscription. 10. General Business Dated 6th March 2019 By direction of the Board

8. Amendments to the Special Resolution (other than minor typographical corrections which do not change the substance or effect of the Special Resolution) will not be permitted from the floor of the meeting. 9. The Board of the Club recommends the Special Resolution to Members.

Mario Machado Chief Executive Officer

9. Resolutions for Life Membership: That Life Membership of Hornsby RSL Club Limited be conferred on Mr Stan Bowman. Moved Seconded

t. 9477 7777

f. 9476 2637

Mr John Deane Mr Robert Kennerley |

e. info@hornsbyrsl.com.au

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