Notice of General Meeting and Special Resolution
NOTICE is hereby given of the General Meeting of the Five Dock RSL Community Club Limited to be held on 5th November 2025 commencing at the hour of 7.00pm at the premises of the Club, 66 Great North Road, Five Dock New South Wales.
Additional Notice – Rights of Members to Vote
In accordance with Rule 20(a) of the Club’s Constitution, members are advised that:
Only financial Service members and Life members of the Club are entitled to vote on any resolution relating to alterations or amendments to the Club’s Constitution, including Rule 20(a).
While financial Service members, financial Associate members, and Life members are entitled to attend General Meetings of the Club, only those who are financial Service members and Life members shall be eligible to vote on the resolutions to be considered at this General Meeting.
AGENDA
The business of the meeting is to consider and if through fit pass the following Specail Resolution.
SPECIAL RESOLUTION
That the Constitution of Five Dock RSL Community Club Limited be amended by:
(a) inserting the following new Rules 1(c) and (d):
“(c) Every member is bound by and must comply with the Constitution and By-laws of the Club and any other applicable determination, resolution or policy which may be made or passed by the Board.
(d) The Constitution and By-laws of the Club have effect as a contract between:
(i) the Club and each member; and
(ii) the Club and each director;
(iii) each member and each other member,
under which each person agrees to observe and perform the Constitution and By-laws so far as they apply to that person.”
(b) deleting Rule 3.2 and inserting the following new Rule:
“Financial Member means a member who has paid the subscription by the due date in accordance with Rule 28, and does not owe any other money to the Club after the due date of payment for that money or, in the case of a member where a subscription has not been charged, the member has renewed and validated their membership in accordance with Rule 30A.”
(c) inserting the following new Rule 3A and 3B:
“3A A reference to a person being present or participating in a meeting “in person” includes attendance by virtual or electronic means.
3B reference to a notice or document being in writing includes a reference to writing in soft copy or electronic form.”
(d) inserting the following new Rule 13A:
Notwithstanding any other provision of this Constitution, and having regard to the objects of the Liquor Act and the Gaming Machines Act, the Anti Money Laundering Counter Terrorism Funding Act, Board has power to
(a) implement house polices in connection with those laws;
(b) include in those polices measures to assist in the objects and enforcement of those laws;
(c) take steps to enforce those policies; and
(d) without limiting the generality of Rule 13A(c), include in those polices provisions allowing the Club to prevent anyone (including members) from entering the premises if the Board, the Secretary or the Secretary’s delegate determine that such action is necessary for the purposes of these policies and the provisions of Rule 20 shall not apply to any such decision.”
(e) deleting Rule 19(f)(ii)(1) and inserting the following:
“Any person whose place of residence is not less than such minimum distance, if any, as determined by the Board from time to time.
(f) inserting the following new Rule 19(f)(v):
“A person may be admitted to Temporary membership for a period of up to, but not exceeding seven (7) consecutive days (or such longer period as approved by the relevant regulatory body). A person admitted to Temporary membership under this Rule shall only be required to enter their relevant details in the register of Temporary members referred to in Rule 38 on the first day that they enter the Club’s premises during that period.”
(g) inserting the following words at the end of Rule 19(g)(i):
“provided that if the applicant has made an electronic/online application for membership, the applicant cannot be admitted to Provisional membership unless and until the person provides to the Club the forms of identification to verify their identity.”
(h) deleting Rule 19(g)(ii) and inserting the following new Rule:
“Should a person who is admitted as a Provisional member have their application for Full membership refused, that person shall cease to be a Provisional member of the Club and any entrance fee and subscription submitted with the application shall be returned to that person.”
(i) inserting at the end of Rule 20(j) the words “or attending the Club’s premises in any other capacity.”
(j) deleting from Rule 25(a) the words “address and occupation” and inserting the words “and address”.
(k) deleting from Rule 25(c) the words “and address”.
(l) inserting the following new Rule 25(d):
“If an applicant has made application for membership electronically, and has not become a Provisional member, the election by the Board for that person to be a member shall not have any effect unless and until the person provides to the Club the forms of identification to verify their identity.”
(m) deleting from Rules 27 to 30 and inserting the following new Rules 27 to 30B:
27 For the purposes of section 30(2B) of the Registered Clubs Act, the Board shall determine the joining fees, subscriptions, levies and other payments (if any) payable by members of the Club.
28 In accordance with the Registered Clubs Act, The Board may from time to time, determine that subscriptions are payable by monthly, quarterly or half yearly instalments, in advance, or for more than one (1) year in advance.
29 Any person elected during the financial year of the Club to any class of membership shall pay such proportion of the annual subscription as may be determined by the Board from time to time.
30 All joining fees, subscriptions, levies and other payments shall be due and payable on a date, or dates, determined by the Board and the Board shall notify members of the relevant due date or dates in such manner determined by the Board.”
30A. If a subscription is not paid by the due date, the member shall cease to be a member of the Club and be removed from membership of the Club and the provisions of Rule 35 shall not apply to such cessation and removal from membership.
30B If a subscription is not charged for a membership, the member must renew their membership by the due date set for that renewal as determined by the Board. If a member does not renew their membership by the due date, the member shall cease to be a member of the Club and be removed from membership of the Club and the provisions of Rule 35 shall not apply to such cessation of and removal from membership.”
(n) deleting the heading before Rule 33 and inserting the heading “CONTACT DETAILS”.
(o) deleting from Rule 33 the word “address” and in its place inserting the words “contact details, including address, email address and phone number”.
(p) deleting Rule 35 and in its place inserting the following new Rule 35:
“35. Subject to Rule 35.1 the Board shall have power to reprimand, fine, suspend from some or all rights and privileges of membership for the same or varying periods of time, expel or accept the resignation of any member, if that member:
(a) in the reasonable opinion of the Board, has wilfully refused or neglected to comply with any of the provisions of this Constitution or any By-Law; or
(b) is, in the reasonable opinion of the Board;
(i) guilty of any conduct prejudicial to the interests of the Club; or
(ii) guilty of conduct which is unbecoming of a member.
35.1 The following procedure shall apply to disciplinary proceedings of the Club:
(a) A member shall be notified of:
(i) any charge against the member pursuant to Rule 35 and
(ii) the particulars of the charge, including the alleged facts and circumstances which give rise to the charge against the member;
(iii) the date, time and place of the meeting of the Board at which the charge is to be heard.
(b) The member charged shall be notified of the matters in paragraph (a) of this Rule 35.1 by notice in writing at least fourteen (14) days before the meeting of the Board at which the charge is to be heard.
(c) The member charged shall be entitled to:
(i) attend the meeting for the purpose of answering the charge; and
(ii) submit to the meeting written representations for the purpose of answering the charge;
(iii) call witnesses provided that:
(1) if a proposed witness fails to attend the hearing or provide evidence at the hearing, the Board can still hear and determine the charge; and
(2) the Club cannot and will not force any person (including a member) proposed by the member charged as a witness to attend and provide evidence at the hearing. The member charged must act in an appropriate manner at the meeting and must not act in an offensive or disruptive manner.
(d) If the chairperson determines (in their absolute discretion) that the member charged is not acting in an appropriate manner, the chairperson may issue the member charged with a warning regarding the member’s conduct and advise the member that if the member fails to comply with the warning, the member may be asked to leave the meeting and the Board will continue to consider and deal with the charge in the absence of the member.
(e) If the member charged does not comply with the warning given in accordance with paragraph (d) of this Rule, the chairperson (in their absolute discretion) may exclude the member charged from the meeting and continue to consider and deal with the charge in his or her absence.
(f) If the member fails to attend such meeting:
(i) the charge may be heard and dealt with and the Board may decide on the evidence before it; and
(ii) the Board may impose any penalties,
the member's absence notwithstanding, but having regard to any representations which may have been made to it in writing by the member charged.
(g) After the Board has considered the evidence put before it, the Board may:
(i) immediately come to a decision as to the member’s guilt in relation to the charge; or
(ii) advise the member that the Board requires additional time to consider the evidence put before it in order to determine whether or not the member is guilty of the charge.
(h) After the Board has come to a decision as to the member’s guilt in relation to the charge it must:
(i) in the case of a decision under Rule 35.1(g)(i), immediately inform the member of the Board’s decision; or
(ii) in the case of a decision under Rule 35.1(g)(ii), inform the member of the Board’s decision in writing within seven (7) days of the date of the decision of the Board.
(i) If the member charged has been found guilty, the member must be given a further opportunity to address the Board in relation to an appropriate penalty for the charge. The Board shall, in its absolute discretion, determine whether or not the member will address the issue of penalty:
(i) at the meeting or afterwards; and
(ii) by way or verbal or written submissions or a combination thereof.
(j) After the Board has made a decision on the issue of penalty, the Board must advise the member of its decision.
(k) No motion by the Board to reprimand, fine, suspend or expel a member shall be deemed to be passed unless a majority of the directors present vote in favour of such motion.
(l) The Board shall have the power to adjourn, for such period as it considers fit, a meeting pursuant to this Rule 35.
(m) Any decision of the Board on such hearing shall be final and the Board shall not be required to give any reason for its decision.
(n) The Board may authorise the Secretary and other persons to attend the meeting to assist the Board in considering and dealing with the charge but those persons shall not be entitled to vote at the meeting.
35.2 The outcome of disciplinary proceedings shall not be invalidated or voided if the procedure set out in Rule 35.1 is not strictly complied with provided that there was no substantive injustice for the member charged.
(q) deleting Rule 37(a) and in its place inserting the following:
A member may resign from membership of the Club by written notice delivered to the Club or by returning their membership car to the Club or by and such resignation will take effect from the date the written resignation or membership card is received by the Club”.
(r) inserting the following new Rules 40(c) to (f):
“(c) is disqualified from managing any company under the Act;
(d) is of unsound mind or whose person or estate is liable to be dealt with any way under the law relating to mental health;
(e) is prohibited from being a director by reason of any order or declaration made under the Act, Liquor Act, Registered Clubs Act or any other applicable legislation;
(f) does not have a valid and current director identification number as at the close of nominations or proposed date of appointment.”
(s) deleting the last sentence of Rule 41B and in its place inserting the following:
“A nomination can be withdrawn at any time prior to the commencement of voting.”
(t) deleting Rule 41(c)(ii) the inserting the following:
“If the full number of candidates for the positions to be elected is not nominated, those candidates who have nominated shall be declared elected and all remaining positions will be casual vacancies which may be filled by the Board after the Biennial General Meeting.”
(u) inserting the following new Rule 41(i):
“Notwithstanding any other provision of this Constitution, the election of the Board may be conducted wholly or partly through electronic means and references to ballot papers in Rule 41 shall include electronic voting methods and records. If the election of the Board is to be conducted wholly or partially through electronic means, members will be able to vote by either using their own personal electronic device without having to attend the Club’s premises, or by using a designated computer or other electronic device at the Club’s premises.”
(v) inserting in Rule 43(m)(i) after the word “create” the words “and dissolve”.
(w) deleting from Rule 45(a) the words “calendar month for the transaction of business” and in their place inserting the words “each quarter for the transaction of business, where quarter means a period of 3 months ending on 31 March, 30 June, 30 September or 31 December in each year,”
(x) inserting the following new Rule 50A:
“In addition to Rule 50, a resolution may be passed by the Board if the proposed resolution is emailed to all directors and all directors agree to the proposed resolution by sending a reply email to that effect. The resolution shall be passed when the last director sends their email agreeing to the resolution.”
(y) deleting Rule 51A to 51C and inserting the following new Rules:
“MATERIAL PERSONAL INTERESTS OF DIRECTORS
51A (a) Any director who has a material personal interest in a matter that relates to the affairs of the Club must, as soon as practicable after the relevant facts have come to the director’s knowledge:
(i) declare the nature of the interest at a meeting of the Board; and
(ii) comply with Rule 51A.
(b) Notwithstanding anything contained in the Act, a director who has a material personal interest in a matter that is being considered at a meeting of the Board, or of the Directors of the Club:
(i) must not vote on the matter; and
(ii) must not be present while the matter is being considered at the meeting.
REGISTERED CLUBS ACCOUNTABILITY CODE
52B (a) The Club must comply with the requirements of the Registered Clubs Accountability Code (as amended from time to time) and the provisions of this Rule 52. If there is any inconsistency between the Registered Clubs Accountability Code and Rules 52B to, the provisions of the Registered Clubs Accountability Code shall prevail to the extent of that inconsistency.
(b) For the purposes of this Rules 52B to, the terms “close relative”, “controlling interest”, “manager”, “pecuniary interest” and “top executive” have the meanings assigned to them by the Registered Clubs Act and Registered Clubs Regulations.
CONTRACTS WITH TOP EXECUTIVES
(c) The Club must ensure that each top executive has entered into a written employment contract with the Club dealing with:
(i) the top executive’s terms of employment; and
(ii) the roles and responsibilities of the top executive;
(iii) the remuneration (including fees for service) of the top executive;
(iv) the termination of the top executive’s employment.
(d) Contracts of employment with top executives:
(i) will not have any effect until they approved by the Board; and
(ii) must be reviewed by an independent and qualified adviser before they can be approved by the Board.
CONTRACTS WITH DIRECTORS OR TOP EXECUTIVES
(e) Subject to any restrictions contained in the Registered Clubs Act and Rule 52B(f), the Club must not enter into a commercial arrangement or a contract with a director or top executive or with a company or other body in which a director or top executive has a pecuniary interest, unless the proposed commercial arrangement or contract is first approved by the Board.
(f) A “pecuniary interest” in a company for the purposes of Rule 52B(e) does not include any interest exempted by the Registered Clubs Act.
CONTRACTS WITH SECRETARY AND MANAGERS
(g) Unless otherwise permitted by the Registered Clubs Act, the Club must not enter into a commercial arrangement or contract with:
(i) the Secretary or a manager; or
(ii) any close relative of the Secretary or a manager;
(iii) any company or other body in which the Secretary or a manager or a close relative of the Secretary or a manager has a controlling interest.
LOANS TO DIRECTORS AND EMPLOYEES
(h) The Club must not:
(i) lend money to a director of the Club; and
(ii) unless otherwise permitted by the Registered Clubs Act and Regulations, the Club must not lend money to an employee of the Club unless the amount of the proposed loan is ten thousand dollars ($10,000) or less and the proposed loan has first been approved by the Board.
RESTRICTIONS ON THE EMPLOYMENT OF CLOSE RELATIVES OF DIRECTORS AND TOP EXECUTIVES
(i) A person who is a close relative of a director or top executive must not be employed by the Club unless their employment is approved by the Board.
(j) If a person who is being considered for employment by the Club is a close relative of a director of the Club, the director must not take part in any decision relating to the person's employment.
DISCLOSURES BY DIRECTORS AND EMPLOYEES OF THE CLUB
(l) A director, top executive or employee of the Club must disclose any of the following matters to the Club to the extent that they relate to the director, top executive or employee:
(i) any material personal interest that the director has in a matter relating to the affairs of the Club; and
(ii) any personal or financial interest of the director or top executive in a contract relating to the procurement of goods or services or any major capital works of the Club;
(iii) any financial interest of the director or top executive in a hotel situated within forty (40) kilometres of the Club's premises;
(iv) any gift (which includes money, hospitality and discounts) valued at one thousand dollars ($1,000) or more, or any remuneration (including any fees for service) of an amount of one thousand dollars ($1,000) or more, received by the director, top executive or employee from an affiliated body of the Club or from a person or body that has entered into a contract with the Club.
(m) The Club must keep a register in an approved form containing details of the disclosures made to the Club in accordance with this Rule 52B.
TRAINING DISCLOSURES
(n) The Club must make available to members:
(i) details of any training which has been completed by directors, the Secretary and managers of the Club in accordance with the Registered Clubs Regulation; and
(ii) the reasons for any exemptions of directors, the Secretary or managers from undertaking the training prescribed by the Registered Clubs Regulation.
(o) The Club must indicate, by displaying a notice on the Club’s premises and on the Club’s website (if any), how the members of the Club can access the information.
PROVISION OF INFORMATION TO MEMBERS
(p) The Club must:
(i) make the information required by the Registered Clubs Regulations available to the members of the Club within four (4) months after the end of each reporting period to which the information relates: and
(ii) indicate, by displaying a notice on the Club's premises and on the Club's website (if any), how the members of the Club can access the information.
(z) deleting Rule 56(b) and inserting the following new Rule:
“The Board must call and arrange to hold a general meeting of the Club on the request of members with at least five (5%) percent of the votes that may be cast at the general meeting.”
(aa) deleting from Rule 61(a) “twenty (20)” and inserting “ten (10).”
(bb) inserting the following new Rules 65A to 65B:
“POSTPONING AND CANCELLING MEETINGS
65A The Board may cancel or postpone any general meeting prior to the date on which it is to be held, except where such cancellation or postponement would be contrary to the Act. The Board may give such notice of the cancellation or postponement as it thinks fit but any failure to give notice of the cancellation or postponement does not invalidate the cancellation or postponement or any resolution passed at a postponed meeting. This Rule will not operate in relation to a meeting called pursuant to a request or requisition of members.
WITHDRAWAL OF RESOLUTIONS
65B The Board may withdraw any resolution which has been proposed by the Board and which is to be considered at a general meeting, except where the withdrawal of such a resolution would be contrary to the Act.
(cc) inserting the following new Rule 79A:
“A director or the secretary may sign a document pursuant to this Rule 78 either by signing a physical form of the document, or signing an electronic form of the document using electronic means and the two officers signing a document on behalf the Club can sign different copies of the document and all use different methods to sign the document.”
(dd) deleting Rules 80 and 81 and in its place inserting the following new Rules:
“80 A notice may be given by the Club to any member either:
(a) personally; or
(b) by sending it by post to the address of the member recorded for that member in the Register of Members kept pursuant to this Constitution;
(c) by sending it by any electronic means;
(d) by notifying the member, either personally, by post, or electronically, that the notice is available and how the member can access the notice; or
(e) by any other method permitted by the Corporations Act.
81. Where a notice is given personally, it is taken to have been received on the date of service.
81A Where a notice is sent by post to a member in accordance with Rule 80 the notice shall be deemed to have been received by the member on the day following that on which the notice was posted.
81B Where a notice is sent by electronic means, the notice is taken to have been received on the day following that on which it was sent.
81C Where a member is notified of a notice in accordance with Rule 80, the notice is taken to have been received on the day following that on which the notification was sent.
81D A member who does not provide an email address or mobile phone number to allow for notices to be sent electronically is deemed to have consented to receiving notices of general meetings by the Club publishing a copy of the notice on the website.”
Notes to Members on Special Resolution
1. The Special Resolution proposes a number of amendments to the Club’s Constitution to update the document and ensure that it reflects current provisions of the Corporations Act and Registered Clubs Act, to improve the drafting throughout the document, and ensure it is in good order, up to date, and reflects best practice.
2. Paragraph (a) will insert introductory rules into the Constitution which reflect the status of the Constitution as a binding contract between members.
3. Paragraph (b) updates the definition of Financial members.
4. Paragraph (c) clarifies that all persons participating at a meeting are attending the meeting in person, whether physically present or participating by technology, and that, a reference to notification in writing to members includes electronic notification.
5. Paragraph (d) includes a new rule to reflect the fact that the Club has to have policies for key legislative requirements and include in those policies rules to enforce them, including exclusion from the premises outside of the Club’s disciplinary rules.
6. Paragraphs (e) to (f) update the Constitution in relation to temporary membership to reflect the Registered Clubs Act including removing reference to the “5km” rule in relation to temporary members. The ability to determine the minimum requirements of Temporary Membership is now not set in the Registered Clubs Act but will be determined by the Board from time to time.
7. Paragraphs (g) and (h) update the Constitution in relation to applications for membership, allow application for membership to be lodged electronically, confirm the identification necessary to become a Provisional member and amend the Club’s Constitution to reflect the Club’s current practice.
8. Paragraph (i) clarifies restrictions placed on persons who have been expelled form membership of the Club.
9. Paragraphs (j) to (l) updates the Rules in relation to applications for membership
10. membership ceasing if the application Ful membership is refused.
11. Paragraphs (m) updates the Constitution in relation to subscriptions, the method of payment if the Board imposes subscriptions on members, removes the minimum subscription and removes the requirement for the Club to write to all members for subscription renewal. The Registered Clubs Act no longer provides for a minimum subscription for membership.
12. Paragraph Error! Reference source not found. removes the requirement for the Club to keep the occupation of members in the Register of Members. This is no longer required by the Registered Clubs Act.
13. Paragraphs (n) and (o) update the Rule requiring members to inform the Club of changes to their contact details.
14. Paragraph (p) introduces new disciplinary rules. Thes rules reflect now best practice for the clubs industry., They also include new powers to be exercised by the Secretary. They provide that the Secretary will have the power to suspend a member for up to 12 months without a Board hearing. The Secretary must notify the member of the suspension. If a member receives such notification, the member could elect to have a Board hearing to determine a disciplinary charge based on the alleged conduct and the Board’s decision would be in substitution for the Secretary’s decision.
15. Paragraph (q) updates the rules in relation to resignations of membership.
16. Paragraph (r) clarifies the eligibility criteria for being a director of the Club.
17. Paragraph (s) amends the Rules to provide that a nomination for election to the Board can be withdrawn up to the time when voting commences.
18. Paragraph (t) will amend the Constitution to provide that if there are any vacancies as at the close of nominations, these will be casual vacancies to be filled by the Board after the Biennial General Meeting. Currently, if there are insufficient nominations to fill all positions, additional nominations may be made at the meeting.
19. Paragraph (u) clarifies that that the election of the board can be conducted wholly or partially through electronic means.
20. Paragraph (v) updates the Constitution to confirm the Board’s powers in relation to sub clubs.
21. Paragraph (w)(x) updates the Constitution in relation to Board meetings to reflect the current requirements of the Registered Clubs Act. The Act no longer requires the Board to meet monthly.
22. Paragraph (x) updates the Constitution in relation to Board meetings to confirm how directors can pass resolutions electronically by email.
23. Paragraph (y) updates the corporate governance and accountability rules in the Constitution to reflect the current provisions of the Registered Clubs Ac and Corporations Act.
24. Paragraph (z) updates the Rules as to when the Board must call a general meeting at the requisition of members to reflect the Corporations Act.
25. Paragraph (aa) will reduce the quorum for general meetings from 20 to 10.
26. Paragraph (bb) will update the Constitution to confirm the power of the Club to cancel general meetings or remove items of business that have been put forward by the Board.
27. Paragraph (cc) will update the Constitution to allow the Club to execute documents electronically.
28. Paragraph (dd) amends the Constitution in relation to sending notices of meetings and other notices to members to make greater use of technology and reflect current provisions of the Corporations Act.
Procedural matters
1. Amendments to the Special Resolution will not be permitted from the floor of the meeting other than for minor typographical or clerical corrections which do not change the substance or effect of the Special Resolution.
2. 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.
3. Under the Registered Clubs Act proxy voting is prohibited and members who are employees of the Club are ineligible to vote.
4. The Board of the Club recommends that members vote in favour of the Special Resolution as it will keep the Club’s Constitution current with relevant legislation affecting clubs.
12 October 2025
Mr David Conway
Chief Executive Officer
