EGM for Constitution Review FAQs

Members are advised that an Extraordinary General Meeting (EGM) has been scheduled for Tuesday 4th June 2019, to be held at the International Convention Centre (ICC), Darling Harbour. The meeting will commence at 6.30pm.

To assist in answering any questions members may have regarding the EGM or the Constitution Review, the following set of Frequently Asked Questions (FAQs) has been developed. These FAQs will be a ‘living document’ – new details, as well as answers to common member questions, will be published as they arise.


EGM Location, Logistics and Transport

Constitution Review Information

EGM Procedures

Do you have a question that is not listed above or answered below? Contact the Office of the General Manager at general.manager@rsgc.com.au for further enquiries.


Why is the EGM being held at the ICC?

The General Committee has made the very difficult decision to hold the EGM at the ICC for several compelling reasons. Most notable of these is that the Clubhouse’s maximum attendance capacity (excluding staff) is 1,175 persons, and also the practical considerations of seating space, exit aisles, and emergency egress. Historically, Club general meetings which have the potential for strong contestable views have experienced high Member attendance. The Fitness Centre EGM in 2008, the 2018 AGM and 2018 EGM (and even the recent 2019 AGM) had high Member attendance, and there is every possibility that the maximum capacity could be surpassed for this EGM.

The overriding challenge is to ensure all Members who attend are accommodated. The meeting will be a general meeting of the Club and will not lawfully be able to pass resolutions or otherwise conduct business in circumstances where members of the Club are excluded on the night. In practical terms, this would require the Club to postpone the general meeting.

The Club has therefore thoroughly investigated opportunities to expand the certified capacity of the Clubhouse (including the use of the Car Park and marquees in spaces adjacent to the Clubhouse). All alternatives presented too many risks, high costs and practicality issues. The resulting risk profile was unacceptable to the General Committee. These circumstances therefore had the potential to inhibit the fair participation of Members in the EGM discussion and the promotion of a cohesive meeting. Planning has therefore proceeded on the reasonable assumption that up to 2,000 Members would need to be accommodated.

The Club also investigated opportunities to hold the general meeting at a number of other venues in the Eastern Suburbs. No facility, suitable for the Club’s needs in this general meeting, could be identified.

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What are the issues with holding it in the Clubhouse?

A large attendance at the Clubhouse – of the numbers anticipated for this EGM – would cause a significant number of legal, safety, cost, accessibility and practicality issues.

Maximum Capacity
As mentioned above, the Clubhouse’s maximum capacity (excluding staff) is 1,175 persons. As this is a general meeting, it cannot lawfully pass resolutions or otherwise conduct business in circumstances where members of the Club are excluded on the night.

Registration
Given the potential length and complexity of the several resolutions to be considered at the EGM, the registration process will require a high level of precision and accuracy. As a consequence, entry into the Clubhouse is likely to be slower (even with a larger number of ‘check-in’ systems).

Car Parking Options
If an overflow seating area was created in the bottom level of the Car Park to accommodate attendees, the Club would lose 60 parking spaces out of 250 spaces. This would leave only 190 car spaces for Members parking, potentially forcing members to find parking a significant distance from the Clubhouse. Inclement weather on that night would significantly exacerbate this issue.

Additional Seating Requirements
Measures to expand the seating capacity to 2,000 would require the use of satellite locations inside the Clubhouse such as the Club Bar, Snack Bar, Fitness Centre and Dining Room. Outside the Clubhouse, the Northern Lawn, Car Park and, quite possibly, the 1st Fairway of the Championship Course would also have to be utilised.

Not only would additional audio visual requirements need to be established for these locations, but Members seated in these satellite areas may be compromised in their constructive involvement in the meeting – especially when considering access to microphones and sound equipment, as well as Clubhouse amenities such as toilets. If inclement weather was to occur, these Members might also experience issues with rain, wind and the cold.

Closures of the Clubhouse
To accommodate the ‘bump-in’ and assembly of all furniture and equipment required for the meeting, the whole of the Clubhouse would need to be closed for that day, and possibly the day prior and day after as well. This would not only include the Clubhouse and its outlets, but also accommodation and sections of the Car Park and the Championship Course.

Emergency and Workplace Health & Safety (WHS)
To hold the EGM at the Clubhouse, the Club would need to overcome certain regulatory hurdles.  We would need to apply for a special WHS certificate and there would be an enormous workload attaching to the certification initiative – the securing of which is not guaranteed.

Emergency evacuation could also become problematic with such a large attendance.

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Will it cost more to hold the EGM at the ICC?

No. Holding the meeting at the ICC is considerably less expensive than holding it at the Clubhouse. The ICC is a purpose-built facility for exactly these kinds of large functions, inclusive of all the seating and furniture, audio-visual equipment and amenities that would need to be temporarily added on to the Clubhouse.

Conversely, preparing the Clubhouse for the EGM would incur a series of high expenses. This includes hiring costs for upwards of 2,000 chairs throughout the Clubhouse and outside areas, marquees and overlay, additional audio-visual equipment and cabling for the added satellite areas. High levels of staffing would also be required to prepare the Clubhouse for the event, as well as to coordinate the various areas on the night. Additional WHS professionals would also need to be onsite to manage and mitigate potential safety and evacuation issues.

There would also be lost revenue from closing the Clubhouse for at least that day to accommodate preparation work for the meeting. Additionally, the Club would be unable to honour accommodation bookings, as the bathrooms associated with the accommodation would be dedicated – for certification purposes – to Members attending the EGM.

The Club estimates that the cost savings derived from holding the EGM at the ICC is not less than $100,000, based on the level of Member attendance referenced above.

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Why was Tuesday evening selected?

The Club has always sought to hold its general meetings mid-week: this means they fall on a Tuesday, Wednesday or Thursday. For example, the Fitness Centre EGM in 2008 was held on a Thursday (22nd May), while the 2018 EGM was held on a Tuesday (19th June), the 2018 AGM was held on a Wednesday (21st March) and the recent AGM was held on a Thursday (4th April).

Wednesday 5th June was avoided due to the State of Origin Rugby League match being held that evening. Not only is this a popular event watched by many Members but, perhaps more relevantly, draws large crowds of people to the entertainment venues located around Darling Harbour.

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Why is the meeting commencing at 6.30pm?

Due to the nature of the EGM, in which thorough discussion of the Constitution Review content and associated special resolutions are anticipated to take place, it is conceivable that the meeting may run for some time. The quality of the time spent in discussion and deliberation will be critical to informed outcomes.

The voting process will also be time-consuming. At the meeting, more than one vote will take place – in fact, up to five separate votes may need to take place to decide certain outcomes.

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How do I get to the ICC?

The ICC is located in the new entertainment precinct at Darling Harbour. Click here for a Google Maps location of the venue.

Driving
The ICC is located on the Pyrmont side of Darling Harbour, with a turnoff available from the Western Distributor (A4). If you are coming from the Eastern Suburbs, the Cross-City Tunnel can be used to avoid CBD peak-hour traffic.

Public Transport
The ICC is conveniently located near several key transport locations.

Taxi Drop-Off
Members taking taxis or Ubers should request to be dropped off at Iron Wharf Place directly outside the Darling Theatre to minimise walking distance to the ICC.

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Is there parking near the ICC?

ICC Sydney has two car parking facilities located within the Exhibition Centre and ICC Sydney Theatre, comprising a total of 826 car spaces. These facilities charge a night flat-rate of $28.00 (entry after 5.00pm).

Members are particularly advised to seek a car space in the ‘P1 Car Park’, as this is at the northern end of the complex, closer to the ICC entrance.

Additionally, there are secure car parks located in and around Darling Harbour, including Wilson Harbourside Car Park and Wilson Darling Square Car Park, as well as various street parking options.

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Is the Club providing transport to the ICC?

The Club has also arranged coaches that will run from the Club to the ICC prior to the meeting, and from the ICC back to the Club after the meeting has concluded.

The cost of a return journey will be $20.00 per person. One-way journeys are not available. Amounts will be charged to members’ accounts.

Please note that bookings for the buses closed at 5.00pm on Friday 31st May. If you would like to make any changes to your existing booking, please contact events@rsgc.com.au.

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I have booked a place on one of the buses running to and from the Club. What time will the buses return to Royal Sydney?

As the exact running time of the EGM is not possible to confirm, the Club cannot provide a definite time at which the buses will return to Royal Sydney. Buses will begin returning to the Club at the conclusion of the meeting, with some returning slightly later to allow members to enjoy a complimentary drink after the meeting.

Please note that these buses will not stop or detour when travelling between Royal Sydney and the ICC.

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Will any outlets be open at the Clubhouse following the EGM?

No. All Clubhouse outlets will be closed from 6.00pm on Tuesday 4th June. This is due to the Club dedicating a large number of its staffing resources on the night to ensure the thorough and efficient running of the EGM. 

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Is there anything I should bring with me to the meeting?

All members are advised to bring their green Membership Cards with them to the EGM. This will allow a faster registration process at the beginning of the meeting. If you have lost your Membership Card, you should immediately contact the Club to have it replaced by emailing reception@rsgc.com.au

Members are also well-advised to bring all the items from the Constitution Review Information Pack. More information about these items is detailed below.

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Will there be specific seating for members with accessibility issues?

Yes. The first row of the theatre will be reserved for members with accessibility issues. Please inform a staff member on the night if you require accessible seating.

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Will there be specific seating for former Office Bearers?

Yes. The second and third rows will be reserved for former office bearers and their partners.

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When will I receive information about the Constitution Review?

All members will have been delivered an EGM Information Pack in the mail as of Monday 13th May. Please note that items may have arrived after this date for members who reside further from the Club.

All items in the pack, as well as additional information about the EGM and Constitution Review are available to be viewed, downloaded and printed via the ‘Constitution Review’ section of the Club’s website.

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What will the Constitution Review information include?

This Information Pack includes:

As indicated above, all of these items and additional material regarding the EGM and Constitution Review is available via the ‘Constitution Review’ section of the Club’s website, and will be arriving in the mail to all members from Monday 13th May.

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I believe my EGM Information Pack has been lost in the mail. What should I do?

Taking into consideration postal time for addresses in the country, interstate and overseas, if you feel your EGM Information Pack has been lost in the mail please contact Reception at reception@rsgc.com.au or on (02) 8362 7000.

Alternatively, digital versions can be viewed, downloaded and printed via the ‘Constitution Review’ of the Club’s website.

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What are the Club By-laws, and where can they be found?

The Club’s by-laws are the various rules, practices and procedures currently set out in the Annual Handbook (Green Book), Membership Policy documents and various Member Notices. In the interests of ease of access, consistency and transparency to Members, the General Committee has now adopted by-laws (the ‘By-laws’) that consolidate these rules, practices and procedures.

The By-laws can be viewed by clicking here.

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Why does the new Proposed Constitution not reflect the Adara recommendation that half the Committee stand down each year?

On its face, the Adara recommendation that General Committee members stand for election every two years, with half standing down each year, is simple and logical. The proposed New Constitution reflects the recommendation that General Committee members hold office for two years (instead of the current one year term).

However, as the General Committee comprises an odd number (being, nine – which is the maximum number permitted by law), the requirement that half the General Committee stand down each year creates some practical complexities which could well give rise to unintended consequences.

In essence, a requirement for a certain proportion of a board or committee to stand down each year works well where there is no set period of office. It may not work effectively where, as in the case of the Club, the General Committee members are elected for two year terms with the possibility of being re-elected for another two years (with special rules applicable where a General Committee member subsequently becomes an office-bearer). For example, if half of the General Committee stand down each year and this number is rounded down to four General Committee members, then in a two year period eight of the nine General Committee members will have stood down and the ninth General Committee member will potentially hold office for three years (rather than two). Conversely, if the number of General Committee members to stand down is rounded up to five, then in a two year period all nine General Committee members will have stood down but one of the nine will have stood down twice.

To ‘operationalise’ the intent of the Adara recommendation, the proposed New Constitution contains a mechanism to stagger the times when the term of office of the current General Committee members expire: in particular, those General Committee members first elected in 2018 will be deemed to have their two year term to have started from the 2018 AGM rather than from the time of their re-election at the 2019 AGM.

Then one is left to ask: what about the incumbent Committee – they were only voted in for a one year term? For the purposes of determining tenure, the proposed New Constitution deems those General Committee members first elected in 2018 to have been last elected at the 2018 AGM. This means that those General Committee members first elected in 2018 will cease to hold office at the 2020 AGM. However, those General Committee members first elected in 2017 and 2019 will continue to hold office until the 2021 AGM and will therefore be in office for two years. This approach, albeit difficult to explain, is broadly consistent with the Adara recommendation that tenure of General Committee positions be extended from one year to two.

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What will direct voting mean for contested elections?

If the resolution to introduce Direct Voting for contested elections is successful, all voting members will have the ability to cast their vote by delivery to the Club, by postal vote or by other technological means that are determined by the General Committee.

This proposal reflects Adara’s recommendation and is supported by the General Committee, except that the General Committee believes it is in the interests of the Club that contested elections be concluded before the commencement of the AGM. This will enable the results to be announced at the AGM and avoid the potential for damaging debates about individual candidates to take place during the AGM.

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What does the NSW Registered Clubs Act say about the remuneration of Members and committee members?

At a high level, the Registered Clubs Act contains a general prohibition on members (including General Committee members) receiving a ‘profit, benefit or advantage’ that is not offered equally to every full member of the Club (section 10(1)(i) of that Act).

The Act nonetheless permits General Committee members to receive payments, benefits and advantages broadly in the following limited circumstances:

These items are listed in clause 6 of the proposed New Constitution, together with principal repayments on any loan and an express reference to the provision of an indemnity and insurance premiums for the benefit of General Committee members.  

These provisions reflect the position under the current Constitution.

The Registered Clubs Act also provides that the restriction relating to equal availability of benefits does not apply where different benefits are provided for different classes of members where, broadly, the benefit is non-monetary and is the subject of a current authorisation given by a general meeting (section 10(6A)).

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Why is no change proposed to the provisions conferring powers on the Committee, especially relating to structural alterations?

As the Adara report noted, the provisions dealing with the powers of the General Committee are in need of updating. Under the proposed New Constitution, many unnecessary and outdated provisions have been removed. However, it has been thought best to leave unchanged those provisions dealing with matters requiring consent of the general meeting to be obtained before the General Committee can exercise particular powers. These relate to borrowings, capital expenditure and structural alterations to sporting facilities. Members are familiar with the General Committee’s powers in the current constitution relating to these matters and, in light of the upcoming EGM to consider changes to the Championship Course (likely to be on 17th September), the General Committee believed it would not be appropriate (and perhaps unduly controversial) to pursue amendments to these powers at this time.

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Why must we have such a detailed regime for disciplinary matters?

The President and Vice-President are currently the ones responsible at first instance for dealing with disciplinary matters within the Club. Adara recommended that discipline be handled entirely by a sub-committee and this recommendation is broadly reflected in the proposed New Constitution subject to two exceptions: namely, that members have a right of appeal to the General Committee and that the sub-committee (called the ‘Conduct Review Panel’) be a sub-committee of the General Committee exercising delegated authority (rather than a separate body deriving authority directly under the constitution).

The General Committee considers that the process under which member disciplinary matters are dealt with is of key importance within the Club’s life and culture. While the provisions in the proposed New Constitution dealing with disciplinary proceedings are certainly more prescriptive than the current provisions, having regard to the nature and substantive scope of the powers of the Conduct Review Panel, it was considered appropriate that the Constitution give full transparency to the process governing disciplinary proceedings.

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Resolutions 2 and 6 relate to Direct Voting on resolutions generally. What is meant by ‘resolutions generally’?

The term ‘resolutions generally’ principally refers to those matters that are brought before the general meeting of members for decision. Most resolutions are called ‘ordinary resolutions’ and require a simple majority (ie. more than 50 percent) of votes cast in order to be successful.

Examples where ordinary resolutions are required include circumstances where the Club constitution requires the consent or approval of members in general meeting, such as certain proposals for the Club to enter borrowing arrangements, to make capital expenditure or to make structural alterations to sporting facilities at the Club.

Some resolutions are called ‘special resolutions’. In order to be successful, these resolutions must be supported by at least a 75 percent majority. The main example where this is relevant at general meetings of the Club is where an amendment is proposed to the constitution of the Club.

Putting the election of General Committee members to one side, there will not be many matters to be considered at an annual general meeting that require the passing of a resolution. In this respect, the annual reports are tabled for discussion at each AGM but are not actually the subject of any resolution by members. On the other hand, a decision to change the Club’s auditor would require an ordinary resolution.

If either Resolution 2 or 6 is approved, Direct Voting will be available on all resolutions, whether ordinary or special, subject only to specific limits that might arise in particular circumstances (for example, where it would not be consistent with a legal requirement).

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The proposed New Constitution and the current By-Laws refer to ‘Provisional’ categories of membership – how does this tie in with the concept of ‘provisional membership’ in the Registered Clubs Act?

The Registered Clubs Act contains a concept of provisional membership that refers to ‘a person who has applied for admission as a full member of a club, has paid the appropriate subscription and is awaiting a decision on the application’.

The term ‘Provisional’ is used in the context of the administration of the Royal Sydney Golf Club in an altogether different manner – and instead refers to a number of classes of ordinary voting members which are subject to certain restrictions (particularly around playing rights on the Championship Course) during the initial period of membership or in relation to particular age groups.

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There were a number of recommendations made by Adara that are not being considered at this meeting. Can you explain how these are being addressed?

The Notice of Extraordinary General Meeting summarises in item 2.5 the areas addressed in the proposed New Constitution that do not reflect Adara recommendations. These broadly relate to:

The proposed New Constitution also deviates from the Adara recommendations in relation to four particular matters which the General Committee considered should each be the subject of separate debate and consideration. These are described in items 2.6 to 2.9 of the Notice of Extraordinary General Meeting and, if the proposed New Constitution is adopted under Resolution 1, members will have an opportunity to vote on these matters in turn as separate resolutions. These relate to Direct Voting (on resolutions generally and on contested elections), the titles of Office Bearers and disciplinary proceedings, and are reflected in Resolutions 2, 3, 4 and 5.

The EGM pack of materials sent to Members also contained a Summary Table that sets out the position on key matters under the current Constitution and proposed New Constitution alongside the corresponding Adara recommendation.

Within that Summary Table, points of difference between the proposed New Constitution and the Adara recommendations were identified and the relevant text bolded and coloured green for easy identification.

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Some members have suggested that the proposed new constitution downgrades the role of the Captain in a way that does a disservice to the Club –  what is the General Committee’s perspective on that suggestion?

In the course of the General Committee’s engagement with Members, both through direct correspondence from some Members individually and through discussion in the recently-convened ‘Clubhouse Chats’, it has become clear that there is a view held among some Members that the proposed new constitution may have the effect of downgrading the role of the Captain, and to the disservice of the Club. This is seen as a significant issue because, as that view goes, it is essential that the Captain continue to have principal lead responsibility for the Club’s sporting facilities (which comprise the Club’s major assets) and related matters.

It is proposed under the new Constitution that the Club have both a Men’s Captain and a Women’s Captain, instead of the current Captain and Lady Captain. The thrust of this change is consistent with the Adara recommendations. In fact, there are several clauses under the proposed new Constitution that are relevant to the concerns that have been raised – clauses 30.2 (the chairing of general meetings), 41.5 (nominations for multiple offices within the General Committee) and 49.1 (the chairing of meetings of the General Committee).

The General Committee does not regard any of these provisions as, in practice, bringing about a change in or the downgrading of the role of the Captain.

Nominations for multiple offices

Clause 41.5 of the proposed new constitution covers exactly the same broad ground as current clause 42(b), and sets out the order of office among the Office Bearers and Ordinary Committee Members for the sole purpose of governing what happens when a person stands for election for more than one office. It is a provision dealing with process and deems a person who has been elected to a more senior office to be automatically removed from being a candidate for the less senior office that the person has also nominated for. The main difference between the two clauses is that instead of the current order among the Office Bearers being: President, Captain, Vice President, Lady Captain and Treasurer, the Vice President will now come immediately after the President (reflecting the Adara recommendations) and, because some other wording earlier in this clause precludes you from being nominated for both the Men’s Captain and Women’s Captain, it was then noted in sub-clause (c) of that clause that they logically ‘ranked equally’ for that reason.

Chairing meetings

The other places in the proposed new Constitution which are relevant are clauses 30.2 and 49.1. Clause 30.2 says that the Vice President will preside at general meetings if the President is not present or is unwilling or unable to act. This differs from current clause 62, which assigns this role to the Captain. Similarly, proposed new clause 49.1 provides for the Vice President (rather than the Captain under current clause 49(c)) to chair meetings of the General Committee if the President is not present or is unwilling or unable to act. The proposed new approach is broadly in accordance with the Adara recommendations. 

The General Committee does not regard this change in the chairing administrative arrangements for general meetings and meetings of the General Committee as having any effect on the vital role and responsibilities of the Captain.

An important statement by the General Committee

These administrative arrangements are sometimes misunderstood by Members as none of the abovementioned clauses say anything about the essence of the role of any of the Office Bearers in the day to day administration of the Club. Those roles are, and will continue to be, determined by the General Committee in a manner essentially unfettered by the Constitution (current or proposed) and are delegated to the relevant Office Bearers to discharge. 

In any event, the General Committee has no intention of changing the essence of the current roles of the Office Bearers or, in particular, the role of the Captain (which would be re-titled the ‘Men’s Captain’ if the General Committee’s recommendations on EGM Resolutions 1 and 4 are adopted) – it is the intention of the General Committee that the ‘Men’s Captain’ would continue to be the person on the General Committee to have primary responsibility to deal with the Course Superintendent (“CS”) on Club’s the sporting assets  and related matters (and, as the CS’s principal on these important responsibilities, to have ‘authority’ over him).

Today, the Captain and the Lady’s Captain work together very harmoniously in their respective roles, with the Women’s Captain having a particular focus on Women’s golf.

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There were many recommendations in the Adara report which are not being addressed as part of the EGM. What is happening in relation to these recommendations?

The Adara Governance Review was extremely wide ranging – involving extensive member consultation and input and resulting in 79 recommendations overall. 

At the EGM on 4th June we are considering the outcomes of the Governance review that have an impact on the constitution

Many of the recommendations from the review are focused on improvements across all aspects of our operations, our approach, values and corporate governance in general. This includes greater transparency in the nomination process and ensuring we harness the depth of skills amongst our membership – an area we know is important for many members. 

Some of these recommendations have already been implemented and others are work in progress. As these changes evolve, documents will be placed on the website to give members greater insight into the Club’s governance and overall operations. 

Through the implementation of these recommendations, we believe the Club will make significant progress to ensure greater transparency, improved communication and engagement with members – initiatives we know members are seeking.

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In the event that Direct Voting on resolutions is adopted at this EGM (either through Resolution 2 or 6), are there situations where its use may have a ‘tainting effect’ or be illegal?

Whether direct voting will be illegal or may ‘taint’ the validity of a resolution will depend on the proper interpretation of statutory provisions that may be relevant to a particular resolution.

One example where direct voting would clearly not be permissible is in relation to a resolution declaring certain property to be core property of the Club (s.41E(6) of the Registered Clubs Act).  In this case, the statutory provision requires that the members make their declaration “by a resolution passed by a majority of the members present at a general meeting of the ordinary members of the club”.

In other cases, it will not be so clear.  It will depend on the wording and context of the statutory provisions that are relevant at the time. The General Committee would need to form a view, usually based on legal advice, whether there is a material doubt that a resolution would be valid if passed using a direct voting method. The existence of such a doubt about the validity of a resolution passed using a direct voting method may mean that the resolution should be regarded as tainted unless and until the matter is finally determined by a Court. A problem can therefore arise because, in the meantime, it will be uncertain whether the General Committee can lawfully act on such a resolution.

Many corporate constitutions give the Board of Directors a discretion as to whether matters should be determined using direct voting. The proposed new Constitution does not give the General Committee a discretion of this kind, but it is important that there be sufficient flexibility to take responsible decisions. One example where it may not be clear that direct voting is permissible (ie where direct voting may taint the validity of a resolution) relates to a resolution seeking  member approval for related party benefits (s.224 of the Corporations Act).

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There has been some suggestion that the provisions relating to the Conduct Review Panel are inconsistent with principles of administrative law.  Is this correct?

They are not inconsistent.  The Conduct Review Panel will be a ‘private tribunal’ for legal purposes and will be subject to one key obligation, to provide ‘natural justice’ when dealing with a Member who is the subject of a Complaint.  It is not necessary that this be stated in the constitution, as it is already part of the common law.

There is no ‘one size fits all’ approach to natural justice, but the General Committee has received unequivocal legal advice that the key principles that will apply to the Panel are that:

Legal representation

Clubs can fairly exclude the right to have legal representation – Courts have recognised that there is no guaranteed right to it in a ‘club’ context, and it is a way of keeping the process cost-effective.  Proposed clause 22.13 nevertheless contemplates the Conduct Review Panel consenting to a Member having legal representation – this caters for the situation, for example, where Members may be impaired in some way that makes it difficult for Members to represent themselves.  In any event, the provisions also allow for a support person to be present – see clause 22.14.

Provision of evidence

Proposed clause  22.2 requires a ‘statement of particulars’, (including facts, matters and circumstances) to be provided to the Member. The statement must be sufficiently detailed and specific to satisfy the natural justice obligation. There is no need, for example, for provision of underlying accounts of witnesses on which the particulars are based to be given to the Member, so long as the substance of the evidence is clearly communicated. Indeed, there are good arguments for not doing so – it may discourage witnesses from assisting if that is the case.

Onus of proof, standard of proof and the role of the Conduct Review Panel

Courts have been clear that private clubs do not need to identify an onus of proof to be applied. Private tribunals are not environments where there are competing parties – like a plaintiff or defendant or a prosecutor and a defendant, where the explicit articulation of the onus of proof is mandatory. Proposed clause 22.8 makes clear that the Panel is acting in an ‘inquisitorial adjudicator’ capacity and must make the determination based on the evidence before it, and in so doing clause 22.9 requires “due enquiry and consideration”. This is a usual approach in a private tribunal context and is the approach RSGC has traditionally adopted.

Reasons for Conduct Review Panel decisions

Courts have held that, in a private tribunal context, decision-makers (ie Conduct Review Panel members) do not have to give reasons for decisions.  In fact, it is preferable that they do not, as it is often an unfair burden on tribunal members to draft reasons and obtain advice in relation to them: for example, in relation to defamation risks. It is not intended that the Panel depart from this approach and there is no requirement that this be formally stated in the proposed new Constitution.  This is so even though expressly stated in relation to decisions made by the General Committee on appeal.

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What is the difference between an ‘ordinary’ resolution and a ‘special’ resolution?

Most resolutions are called ‘ordinary resolutions’ and require a simple majority (i.e. more than 50 percent) of votes cast in order to be successful.

Examples where ordinary resolutions are required include circumstances where the Club constitution requires the consent or approval of members in general meeting, such as certain proposals for the Club to enter borrowing arrangements, to make capital expenditure or to make structural alterations to sporting facilities at the Club.

Some resolutions are called ‘special resolutions’. In order to be successful, these resolutions must be supported by at least a 75 percent majority. The main example where this is relevant at general meetings of the Club is where an amendment is proposed to the constitution of the Club.

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How will voting be conducted at the EGM?

Due to the scale and complexity of the voting procedure for Resolutions 1 to 7, the Club has engaged technology provider Lumi who specialise in digital audience engagement platforms for General Meetings of listed companies, associations and member-based organisations.

As part of this digital voting system, all members in attendance will be provided with a hand-held device upon registration at the EGM. When voting on the various resolutions is opened during the meeting, members can vote (For, Against, Abstain) by pressing the corresponding button on the device.

At the beginning of the meeting, the Chair will conduct a walk through so that all members can familiarise themselves with the voting procedure.

For a simple guide on how to vote using the Lumi system, please click here.

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Why is the Lumi system being used?

With up to five potential votes taking place, ballot cards filled-in, collected and counted by hand would be highly inconvenient and time-consuming.

The almost instantaneous results offered by the Lumi system will allow the meeting to proceed far more efficiently.

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Is the Lumi digital voting system secure?

Yes. The Lumi system is used by some of the top ASX listed companies to conduct their AGMs including, ANZ, Qantas, Woolworths and QBE, and is regularly audited by third party companies such as PWC, KPMG, Ernst Young and Deloitte.

The Lumi system is set up locally on a secure, encrypted and isolated network, meaning outside influences cannot access the system.

Replacement devices are available if any member experiences a faulty device – a staff member will be on-hand to replace any such devices.

Under contractual agreement, the Club is not entitled to the voting information of members, nor will the Club seek such information.

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What is the latest time I can enter the meeting?

There is no lock-out time for the EGM – members may enter the meeting at any point in the proceedings.

Either three or five votes will take place throughout the meeting to cover all resolutions (click here to view a guide to the voting procedure). Please note that once voting has closed on a particular resolution, no further votes can be cast on that resolution.

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I am unable to attend the meeting. Is there somewhere I can pass on my formal apologies?

Members unable to attend the meeting may wish to submit a formal apology by emailing Meeting.Apologies@rsgc.com.au. Please provide your full name and Club number.

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