Notice of General Meeting

Date: 15 April, 2021 - 6:00pm

NOTICE OF GENERAL MEETING

Notice is hereby given that a General Meeting of Woolgoolga Returned Services Club Ltd (ACN 001 062 620) (Woolgoolga Diggers) will be held at the premises of the Club at 17 Beach Street, Woolgoolga New South Wales 2456 on Thursday, 15 April 2021 at 6.00pm.

Business
1. To consider and, if thought fit, pass the Ordinary Resolution approving in principle an amalgamation of Woolgoolga Diggers and Wyong Rugby League Club Ltd.
Ordinary Resolution
“That the members of Woolgoolga Returned Services Club Ltd (ACN 001 062 620) hereby approve:
(a) in principle, the amalgamation of Woolgoolga Returned Services Club Ltd (ACN 001 062 620) and Wyong Rugby League Club Ltd (ACN 000 834 908) such amalgamation to be effected by:
(i) the continuation of Wyong Rugby League Club Ltd (ACN 000 834 908) as the amalgamated club and the dissolution of Woolgoolga Returned Services Club Ltd (ACN 001 062 620) ;
(ii) the transfer of the Assets, Land and Liabilities of Woolgoolga Returned Services Club Ltd (ACN 001 062 620) to Wyong Rugby League Club Ltd (ACN 000 834 908) in accordance with the Memorandum of Understanding; and
(iii) the transfer of the Club Licences (No. LIQC300237656 and LIQC324007423) of Woolgoolga Returned Services Club Ltd (ACN 001 062 620) to Wyong Rugby League Club Ltd (ACN 000 834 908); and
(b) the making of an application under section 60 of the Liquor Act 2007 to the Independent Liquor and Gaming Authority of NSW for the transfer of the Club Licences of Woolgoolga Returned Services Club Ltd (ACN 001 062 620) to Wyong Rugby League Club Ltd (ACN 000 834 908) for the purposes of such amalgamation,
and for the purposes of this resolution unless the context otherwise required the capitalised terms have the meanings as set out in the Memorandum of Understanding between Woolgoolga Returned Services Club Ltd (ACN 001 062 620) and Wyong Rugby League Club Ltd (ACN 000 834 908) especially noting the following definition:
"Land" means the land comprising Lot 1 in Deposited Plan 789950 and Lot 1 in Deposited Plan 1066712 on which is constructed Woolgoolga's Returned Services Club Premises.”
Explanatory Note regarding the Ordinary Resolution
1. On 13 October 2020 in accordance with clause 4 of the Registered Clubs Regulation 2015, Wyong Rugby League Club Ltd (ACN 000 834 908) (Wyong Rugby League), called for expressions of interests from other registered clubs, with a view to exploring the possibility of an amalgamation (Notice).
2. In response to the Notice, on 6 November 2020, Woolgoolga Returned Services Club Ltd (ACN 001 062 620) (Woolgoolga Diggers) submitted an expression of interest to Wyong Rugby League seeking an amalgamation.
3. On 19 March 2021, Woolgoolga Diggers and Wyong Rugby League executed a Memorandum of Understanding (MOU) relating to a proposed amalgamation of the two clubs.
4. Members of Woolgoolga Diggers should consider the terms of the signed copy of the MOU between Woolgoolga Diggers and Wyong Rugby League which is on the noticeboards of Woolgoolga Diggers and Wyong Rugby League. A signed copy of the MOU is also on display on:
• Woolgoolga Digger’s website at www.woolgoolgadiggers.com.au; and
• Wyong Rugby League’ website at www.wyongleagues.com.au.
5. The key features of the proposal as set out in the MOU are summarised as follows:
(a) The amalgamation will result in the dissolution of Woolgoolga Diggers as a company and a Licensed Club and the continuation of the Wyong Rugby League as the body corporate of the Amalgamated Club.
(b) The Assets of Woolgoolga Diggers will be transferred to Wyong Rugby League;
(c) The Liabilities of Woolgoolga Diggers will be transferred to Wyong Rugby League.
(d) Woolgoolga Diggers’s premises will become additional premises of Wyong Rugby League and will be available to all members of the Amalgamated Club. If the amalgamation is approved, Wyong Rugby League will then trade from the following premises:
• Panonia Road, Wyong, NSW 2259
• Lake Haven Drive, KANWAL, NSW 2259
• 271 Sloane Street, Goulburn, NSW 2580
• Hibbard Street, Toukley, NSW 2263
• 1 Millington Way, Buff Point, NSW 2262
• 40 Wallarah Road, Gorokan, NSW 2263
• 5 Bias Avenue, Bateau Bay, NSW 2261
• Avoca Drive, Kincumber, NSW 2251;
• Lot 2 Safety Beach Drive, Safety Beach, NSW 2456; and
• 17 Beach Street, Woolgoolga, NSW 2456.
(e) The Board of Wyong Rugby League will be the Governing Body of the Amalgamated Club.
(f) The Chief Executive Officer of Wyong Rugby League will be the Chief Executive Officer of the Amalgamated Club.
(g) The Chief Executive Officer of Woolgoolga Diggers will be the manager of the Woolgoolga Diggers Premises after Completion of the Amalgamation.
(h) The members (subject to their consent and if not already members) of Woolgoolga Diggers will become members of Wyong Rugby League.
(i) The amalgamation is intended to:
i. preserve the existing facilities and amenities of Wyong Rugby League and preserve or replace the existing facilities and amenities of the Woolgoolga Diggers Premises (as set out in the Memorandum of Understanding);
ii. preserve the social facilities of Woolgoolga Diggers (as set out in the Memorandum of Understanding); and
iii. preserve the sporting facilities and activities of Woolgoolga Diggers (as set out in the Memorandum of Understanding).
(j) Wyong Rugby League undertakes that the future direction of the Amalgamated Club will be subject to overall general strategic plan of the Amalgamated Club and its finances. Wyong Rugby League has agreed that it will:
i. undertake capital works on the Woolgoolga Premises to not less than a cost of two million dollars ($2,000,000.00) over the three (3) years commencing from the date of Completion of the Amalgamation;
ii. undertake capital works on the Golf Club Premises to no less than a cost of $1million over the three (3) years commencing on the later of the date of:
2. Completion of the Amalgamation; and
c. Wyong becoming the registered proprietor of the Golf Club Land, or entering into a long term lease of the Gold Club Land on terms satisfactory to Wyong.
iii. use its best endeavours to operate the Woolgoolga Premises and the Golf Club Premises profitably, provide golfing facilities and to grow the business of the Woolgoolga Premises and the Golf Club Premises.
(k) Wyong Rugby League:
i. does not intend to cease trading from the Woolgoolga Diggers Premises or Golf Club Premises; and/or
ii. intends to operate the Amalgamated Club for a minimum of ten (10) years from the Completion of the Amalgamation and would only cease to do so in the following circumstances:
1. upon the order of any Court or body with jurisdiction to administer the laws in relation to liquor, gaming and registered clubs that trading cease;
2. upon the lawful order of any government authority that trading cease;
3. if the Woolgoolga Premises or the Golf Club Premises are destroyed or partially destroyed by fire, flood, storm or other similar event, except where appropriate insurance cover is available to reinstate the Woolgoolga Premises or the Golf Club Premises or if it is otherwise economically viable to do so;
4. if it is not financially viable (as defined in clause 10.5) for the Amalgamated Club to continue to trade from, the Woolgoolga Premises or the Golf Club Premises; or
5. if Wyong is occupying the Golf Club Premises pursuant to a lease, and that lease is terminated for any reason. If this occurs, Wyong will use its best endeavours to transfer the Assets of the Woolgoolga Returned Services Golf Club to the Woolgoolga Premises.
iii. The Woolgoolga Premises will not be financially viable if, in any two (2) consecutive years period the EBITDARD percentage for the Woolgoolga Premises is ten per cent (10%) or less in each year with such EBITDARD percentage to be determined by an independent company auditor (the Minimum EBITDARD).
iv. Wyong must prepare separate financial reports for the Woolgoolga Premises.
v. Wyong must not knowingly or wilfully do anything or omit doing anything which adversely impacts upon the Woolgoolga Premises’ ability to achieve the Minimum EBITDARD.
vi. If Wyong wishes to cease trading from the Woolgoolga Premises:
1. Wyong must engage an independent company auditor (and not Wyong’s auditor or accountant) to prepare a report on the EBITDARD of the Woolgoolga Premises; and
2. Wyong can only cease trading from the Woolgoolga Premises if the report (which is to be made publicly available) declares that the Woolgoolga Premises did not achieve the Minimum EBITDARD in two (2) consecutive years.
(l) Wyong will retain the structure and operations of the men's and women's golf committees as presently existing in the Golf Club Premises, retain a Golf Pro and facilities and a shop for the Golf Pro.
(m) Provided that Wyong secures the purchase or lease of the Golf Club Land on terms satisfactory to Wyong, Wyong agrees to offer the existing Golf Pro, Terry Perfrement a contract for the Golf Pro position on terms and conditions no less favourable than those contained in his current contract with Woolgoolga provided to Wyong.
(n) Wyong Rugby League will allow any sub-clubs of Woolgoolga Diggers to continue to exist provided all members of those sub-clubs become members of Wyong Rugby League.
(o) Wyong will allocate to any sub-clubs that continue, funds in such amount as determined by the Board of the Amalgamated Club acting reasonably, provided that such amounts will not be less than those provided by Woolgoolga at the date of this Memorandum) subject to the relevant sub-club providing an annual budget to the Board of the Amalgamated Club. The budget will cover all relevant insurances, trophies and prizes.
(p) The Club Licences of Woolgoolga Diggers will be transferred to Wyong Rugby League under section 60A of the Liquor Act 2007. All assets of Woolgoolga Diggers will be transferred to Wyong Rugby League in accordance with the MOU.
(q) Wyong Rugby League will offer employment to all of Woolgoolga Digger’s employees on terms no less favourable than their existing terms of employment.
(r) Any employee of Woolgoolga Diggers who accepts the offer of employment with Wyong Rugby League will receive continuity of employment, and their accrued entitlements as employees of Woolgoolga Diggers will be honoured by Wyong Rugby League.
(s) Any employee of Woolgoolga Diggers who does not accept the offer of employment with Wyong Rugby League will be paid their full entitlements by Woolgoolga Diggers when their employment with Woolgoolga Diggers comes to an end.
(t) Wyong will retain at the Woolgoolga Premises and on display the Cenotaph, mural and helicopter.
(u) Wyong agrees to the following at the Woolgoolga Premises:
i. A nightly rendition of The Ode;
ii. An annual Anzac Day service; and
iii. An annual Remembrance Day service.
6. If the members of both Woolgoolga Diggers and Wyong Rugby League pass the Ordinary Resolution to amalgamate, an application will then be lodged with the Independent Liquor and Gaming Authority to seek approval of the transfer of Woolgoolga Diggers’s Club Licence to Wyong Rugby League.
7. If the Independent Liquor and Gaming Authority is satisfied that the amalgamation can proceed, it will grant approval of the transfer of Woolgoolga Diggers’s Club Licences to take effect upon the completion of the commercial matters required to complete the amalgamation (as contained in the MOU).
8. The assets and liabilities of Woolgoolga Diggers will then be transferred to Wyong Rugby League as contemplated in the MOU and the members of Woolgoolga Diggers will be invited by Wyong Rugby League to become members of Wyong Rugby League. The invitation to membership of Wyong Rugby League is required because under the Corporations Act 2001 a person cannot become a member of a company if that person has not consented to membership. In other words, if Wyong Rugby League simply made all of Woolgoolga Diggers’s members, members of Wyong Rugby League without their consent, Wyong Rugby League would be committing an offence.
9. After the assets and liabilities of Woolgoolga Diggers have been transferred to Wyong Rugby League and the amalgamation has been effected, Woolgoolga Diggers will proceed to liquidation and be wound up.
Requirement for the Ordinary Resolution
1. Under section 17AEB of the Registered Clubs Act 1976, without limiting section 60 of the Liquor Act 2007, the Independent Liquor and Gaming Authority cannot approve of the transfer of the licence of a dissolved club (Woolgoolga Diggers) unless the Authority is satisfied that:
(a) the parent club (Wyong Rugby League Club Ltd (ACN 000 834 908)) will meet the requirements set out in section 10(1) of the Registered Clubs Act 1976, and
(b) the parent club (Wyong Rugby League Club Ltd (ACN 000 834 908)) will be financially viable, and
(c) the proposed amalgamation is in the interests of the members of each of the clubs that are amalgamating, and
(d) the proposed amalgamation has been approved in principle at separate extraordinary general meetings of the ordinary members of each of the clubs proposing to amalgamate (being in each case an approval supported by a majority of the votes cast at the meeting).
2. The Ordinary Resolution proposed in this Notice of General Meeting is required for the purposes of section 17AEB(d) of the Registered Clubs Act 1976 and the amalgamation between Woolgoolga Diggers and Wyong Rugby League cannot proceed until the ordinary members of both clubs have approved the amalgamations of their clubs at separate general meetings.

Procedural Matters in Relation to the proposed Ordinary Resolution
1. Under section 17AEB(d) of the Registered Clubs Act 1976, the proposed amalgamation is to “be approved in principle at separate extraordinary general meetings of the ordinary members of each of the clubs proposing to amalgamate.” The term “ordinary members” where used in section 17AEB(d) of the Registered Clubs Act 1976 is defined in section 4 of the Registered Clubs Act 1976 and essentially means all members in all classes of membership (excluding employees and Junior Golf Members of Woolgoolga Diggers), other than Honorary members, Temporary members and Provisional members.
2. Accordingly, all members in all classes of membership of Woolgoolga Diggers, being Honorary Life Members, Ordinary Members, and Associate Members (excluding employees and Junior Golf Members of Woolgoolga Diggers) are eligible to attend the general meeting and vote on the Ordinary Resolution.
3. To be passed, the Ordinary Resolution requires votes from a simple majority of members (50% + 1) present and voting on the Ordinary Resolution at the meeting.
4. Members should read the Explanatory Notes to Members set out above which explains the general nature and effect of the Ordinary Resolution. Members should also read the Memorandum of Understanding between Wyong Rugby League and Woolgoolga Diggers.
5. Please direct any question or concerns about the Ordinary Resolution in writing to the Chief Executive Officer, if possible, at least seven (7) days prior to the General Meeting.
6. Proxy Votes are not allowed under the Registered Clubs Act 1976.
7. The Board of Directors of Woolgoolga Diggers recommends that members vote in favour of the proposed Ordinary Resolution.
Member Questions and Queries
Directors and management of Woolgoolga Diggers will be available at the Woolgoolga Diggers main premises to answer questions or queries from members at times, prior to the holding of the General Meeting, which will be advertised on the Woolgoolga Diggers Notice Board.
Dated: 23 March 2021


Glenn Buckley
Chief Executive Officer

Information on Wyong Rugby League Club Group
• Has net assets of over $100m
• No Debt
• Strong cash reserves
• Has never closed a club in the 20 years they have been amalgamating with clubs
• Currently operates 8 licensed clubs in NSW, 7 on the central coast and 1 in Goulburn (over 3hrs drive from head office)
• Will immediately begin injecting over $2m in capital into the Woolgoolga site, using cash reserves not debt funding.
• Will endeavour to purchase the golf club land or secure a long term lease over the land. Once secured we will inject over $1m in capital into the golf club, using cash reserves not debt funding.
• Will grow the community engagement by sponsoring more and more sporting and community groups.