Notice for the Extraordinary General Meeting

CARL
Carlingford Sports & Recreation Club
CARL
CARL
CARL
Carlingford Sports & Recreation Club
Carlingford Sports & Recreation Club
Carlingford Sports & Recreation Club
Extraordinary General Meeting
on Thursday 25th May 2017
at 6.30pm at Denistone Sports Club
CARL
Carlingford Sports & Recreation Club
BUSINESS
The business of the General Meeting will be as follows:
1. General discussion regarding the proposed amalgamation of Carlingford Bowling Sporting and Recreation Club Limited and Brush Park Bowling Club Limited
2. Members to consider and, if thought fit, pass the Ordinary Resolution set out below.
3. Members to consider and, if thought fit, pass the Special Resolution set out below.
ORDINARY RESOLUTION
[The Ordinary Resolution is to be read in conjunction with the notes to members set out below.]
That the members hereby:
(a) approve in principle the amalgamation of Carlingford Bowling Sporting Recreation Club Limited ABN
000 110 976 ("Carlingford Bowling Club") with Brush Park Bowling Club Limited ABN 94742534
(" Brush Park Bowling Club"), such amalgamation to be effected by:
(i) the continuation of Carlingford Bowling Club (as the amalgamated club) and the dissolution of Brush park Bowling; and
(ii) The transfer of Brush Park Bowling Club license to Carlingford Bowling Club.
(b) approve the making of an application to the Independent Liquor and Gaming Authority to transfer
Brush Park Bowling club license to Carlingford Bowling Club for the purposes of the amalgamation.
NOTES TO MEMBERS ON ORDINARY RESOLUTION
1. The Ordinary Resolution is made up of two parts.
(a) Paragraph (a) seeks to obtain member approval for the amalgamation of Carlingford Bowling
Club and Brush Park Bowling Club.
(b) Paragraph (b) seeks to obtain member approval for the clubs making an application to the Independent Liquor and Gaming Authority to obtain approval for the amalgamation.
2. Before attending the meeting, members should read and consider the Memorandum of Understanding
("MOU") which has been entered into between the clubs. A copy of the MOU is on display on the Club's
website, Notice Board and copies at recreation. In accordance with the MOU, the clubs are currently
negotiating the terms with the commercial aspects of the amalgamation.
3. To be passed the Ordinary Resolution must receive votes from a simple majority (ie 50% plus 1) of
those members who, being eligible to do so, vote in person on the Ordinary Resolution at the meeting.
All Members (except honorary members, Provisional members, junior members and Temporary
members) are eligible to attend the meeting and vote on the Ordinary Resolution.
4. Under the Registered Clubs Act members who are employees of the Club are not entitled to vote and
proxy voting is prohibited.
5. The Board recommends that members vote in favour of the Ordinary Resolution.
(02) 9871 5056
www.cbsrc.com.au
Cnr Evans and Pennant Hills Rd,
Carlingford, NSW, 2118
CARL
Carlinford Sports & Recreation Club
SPECIAL RESOLUTION
[The Special Resolution is to be read in conjunction with the notes to members set out below.]
Provided the Ordinary Resolution is passed and the amalgamation between the clubs is completed, the
Constitution of Carlingford Bowling Sports & Recreation Club Limited be amended by:
Inserting the following new Article (21):
“21 In accordance with the amalgamation between the Club and Brush Park Bowling Club Limited (Brush
Park Bowling Club) and the Memorandum of Understanding entered into between the clubs, the full
members of Brush Park Bowling Club will be invited by the Club (Carlingford Bowling Club) to become
ordinary members of the Club with Brush Park Bowling members and Brush Park Bowling Life members
keeping their Members status (Bowling) and Brush Park Bowling other full members becoming Ordinary
Members (Social.)”
Inserting the following new Article (21):
“21h Any member who is admitted to membership of the Club as a result of the amalgamation
of the Club with Brush Park Bowling and notwithstanding that such member has transferred to another
substantive class of membership under the Club’s Constitution being either Ordinary Member (Bowling)
or Ordinary Member (Non-Bowling), will (but only for the purposes of section 17AC of the Registered
Clubs Act) also be identified as an “Ex-Brush Park Bowling Club member.”
NOTES TO MEMBERS ON SPECIAL RESOLUTION
1. The Special Resolution will only be considered if the Ordinary Resolution is passed by members.
2. The amendments contained in the Special Resolution will not take effect until such time as the
amalgamation between the Club and Brush Park Bowling Club is completed.
3. The Registered Clubs Act and the Memorandum of Understanding require the Club to create a
class of membership.
4. As a result, the Special Resolution proposes some amendments to the Club’s Membership category to
create a new category of membership known as “Ex­Brush Park Bowling Club members”.
5. In accordance with the Memorandum of Understanding entered into between the clubs, the full
members of Brush Park will be invited by the Club to become ordinary members of the Club with
Carlingford Bowling members and Brush Park Bowling Club Life members will retain their Membership
status and Brush Park Bowling’s other members becoming Ordinary Members (Non­Bowling.)
6. As Brush Park Bowling members will be transferred into the category of Ordinary Member (Bowling)
they shall have the rights
7. To be passed the Special Resolution must receive votes from not less than majority of those members
who being eligible to do so vote in person on the Special Resolution at the meeting.
8. Only Ordinary Members (Bowling) and Life members of the Club are entitled to vote on the Special
Resolution. Under (the Registered Clubs Act members who are employees of the Club are not entitled to
vote and proxy voting is prohibited.
9. Amendments (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.
1O. The Board recommends that members vote in favour of the Special Resolution
(02) 9871 5056
www.cbsrc.com.au
Cnr Evans and Pennant Hills Rd,
Carlingford, NSW, 2118
CARL
Carlinford Sports & Recreation Club
CARL
Carlinford Sports & Recreation Club
(02) 9871 5056
www.cbsrc.com.au
Cnr Evans and Pennant Hills Rd,
Carlingford, NSW, 2118