NOTICE OF GENERAL MEETING
Notice is given that a General Meeting of Windsor RSL Club Ltd ACN 000 811 290 (the 'Club') will be held at the Club's premises at 36 Argyle Street South Windsor New South Wales at 6.00pm on Monday 17th July.
To consider and, if thought fit, to pass a Special Resolution to amend the Club’s Constitution. This resolution is to be proposed as a Special Resolution pursuant to the Club's Constitution and the Corporations Act 2001 (Cth) (Corporations Act).
EXPLANATORY NOTES – SPECIAL RESOLUTION
The make changes to Constitution that will reduce the Board from 9 Directors to 8 Directors on and from the conclusion of the 2017 AGM. This means that only 2 Directors' positions will be available to be filled at the 2017 Board election. Generally, the Board considers that a smaller Board will allow for more efficient decision making while still maintaining an appropriate level of representation.
That the Constitution of Windsor RSL Club Ltd ACN 000 811 290 be amended by:
1. Deleting Rules 78 and 79 in their entirety, and replacing them with the following new Rules 78 and 79:
||Up until the conclusion of the Annual General Meeting in 2017, the Board shall consist of a President, a Vice President and 7 other Directors. From the conclusion of the Annual General Meeting in 2017, the Board shall consist of a President, a Vice President and 6 other Directors.
||The Board may at any time appoint a Director pursuant to section 30(1)(b1) of the Registered Clubs Act, provided that the total number of Directors must not exceed any maximum prescribed in accordance with Section 10(1)(k1) of the Registered Clubs Act.
2. Amending Rule 79A. by replacing the words 'General Meeting' with the words 'Annual General Meeting' and the words 'General Meetings' with the words 'Annual General Meetings'.
3. Deleting Rule 100 in its entirety and replacing it with the following new Rule 100:
||The Directors may pass a resolution without a Board meeting being held if all the Directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy. The resolution is passed when the last director signs .'
4. Deleting the last sentence of Rule 107, so that Rule 107 will now read as follows:
|| The Board has the power at any time, and from time to time, to appoint any eligible member to the Board to fill a casual vacancy.'
BY ORDER OF THE BOARD
General Manager / Secretary