"THE PRICE OF LIBERTY IS ETERNAL VIGILANCE"3 REFERENCE WEB-SITES
Returned & Services League [RSL] of Australia - "The Price of Liberty is Eternal Vigilance"
Pittwater RSL
2006/05/10 Questions and Comments on proposed changes to Constitution for AGM Sun 21 May 2006
2006/05/17 Analysis of Business Interests' influence on Property Development-KPMG P8/30
This web page has been developed to outline concerns to RSL members that:
A the new Accounting Standard implemented by the Auditors KPMG namely "The Australian
equivalent of the International Financial Reporting Standards [AIFRS]" may not be
suitable for Community Organisations like a Returned & Services League [RSL].
B The Special Resolution to sell of 1600 sq meters for a Child Care Centre could
set an important precedent for the sale of future RSL land
C item (U) p20 amendments to the Articles of Association requiring 42 days written
notice for "members to submit items of business and notices of motion which
they wish to include in the business of the AGM" - there were only 39 days between
the receipt of the 2005 Annual Report on Wed 12 Apr and the AGM on 21 May 2006
2005 ANNUAL REPORT
The Pittwater RSL Annual Report 2005 was published and distributed to 16,821 members after:
1 the accounts were audited by Cameron ROAN Partner KPMG on 01 Mar 2006 and
2 the CEO Bruce SMITH compiled the Special and Ordinary Resolutions on 22 Mar 2006.
The Annual Report 2005 is 57 pages.
It contains 25 pages listing a number of Special Resolutions to be passed by the members at
the 34th Annual General Meeting [AGM] on Sun 21 May 2006.
The Principal activities are set out in the Directors Reports on P41 as
"The principal activities of the Company during the course of the financial year consisted of
the conduct and promotion of a licensed social club for the members of the Company
There were no significant changes in the nature of the activities of the Company during
the year.
The Club is a Company limited by guarantee without share capital.
The Company is a non-profit organisation and is prevented by its constitution from paying
dividends".
There are 10 volunteer unpaid Directors and 1 paid CEO/Company Secretary, Albert Bruce SMITH.
The responsibilities of 9 of the Directors are reported as "to assist in the conduct and
administration of the Club and welfare of the members".
A NEW ACCOUNTING POLICIES in 2005 - AIFRS
P50 - Explanation of transition to AIFRS
"As stated in significant accounting policies note (a), these are the Company's first
financial Statements have been prepared in accordance with AIFRS - the Australian equivalents
of the International Financial Reporting Standards [AIFRS]"
However in the accounts in the explanation of the transition to AIFRS there is on
page 51 an unexplained Liability of $ 4,700,000 for Interest bearing loans and borrowings"
Even the Auditors KMPG themselves have recorded that AIFRS has not been welcomed in Business
Circles AIFRS - are the Markets ready for it?
"AIFRS promises to change the way in which capital markets perceive corporate performance.
Managing these perceptions is a major challenge for listed entities."
At this stage it is hard to understand why an RSL should adopt AIFRS.
This is a second opinion of AIFRS by Price Waterhouse Coopers
This opinion relates to:
1 Dividends
2 Borrowings, Capital Raising and Investment
3 Employee Incentive Schemes
4 Contracts
Again it is difficult to see why an RSL should adopt AIFRS.
B SPECIAL RESOLUTIONS AND ORDINARY RESOLUTIONS
There is a Special Resolution under Article 43(j) of the Articles of Association of the
Pittwater RSL Club Limited that "the members hereby sanction to lease (and/or licence
in part if required) of the land in the Schedule (1600 square meters) set out below for
up to a total of ten (10) years for the purpose of a child care facility or other similar
facility which will be available to the public".
Only financial "Class A-RSL members" and "Class A-Life members" are entitled to vote on
the Special Resolution.
To be passed the Special Resolution required votes from not less than three quarters of those
who vote in person on the special resolution at the meeting
And an Ordinary Resolution under Section 41J of the Registered Clubs Act 1976 "the members
hereby approve the disposal of the land in the Schedule (1600 square meters) set out below
for up to a total of ten (10) years for the purpose of a child care facility or other similar
facility which will be available to the public".
To be passed the Ordinary Resolution requires votes from not less than a simple majority
of those members present and voting at the meeting.
This 1600 square meters represents about 10% of the unused land available to Pittwater RSL.
Once the land has been sold it establishes a precedent for selling the remaining land
C AMENDMENTS TO ARTICLES OF ASSOCIATION - 42 DAY DEADLINE TO LODGE NOTICES FOR AGM
The Annual Report was distributed AFTER the deadline to lodge Notices for the AGM had
expired.
There should be at least 3 weeks between the receipt of the Annual Report and the
deadline to lodge a notice on a matter to be discussed at the AGM.
The proposed Members' Resolution 59A is currently worded as follows:
59A (a) Nothwithstanding Articles 59B, 59C and 59D, individual members may submit
items of business and notices for motion which they wish to have included
in the business of the Annual General meeting.
All such items and notices of motion must be in writing and received by the
Secretary at least forty-two (42) days prior to the date fixed for such Annual
General Meeting
(b) The Secretary shall cause all items of business and notices of motion referred
to in paragraph (a) to be presented to the Board and the Board shall have absolute
discretion as to whether to include those items of business and/or notices of motion
in the Notice of the Annual General Meeting that is sent to members
The proposed Members' Resolution 59A should be amemded as follows:
59A (a) Nothwithstanding Articles 59B, 59C and 59D, individual members may submit
items of business and notices for motion which they wish to have included
in the business of the Annual General meeting.
All such items and notices of motion must be in writing and received by the
Secretary at least forty-two (42) days prior to the date fixed for such Annual
General Meeting provided that the Annual Report has been received 21 days
prior to that deadline
(b) In the event that the Annual Report has not been prepared and distributed
in time individual members may submit items and business and notices for motion
at the Annual General Meeting - this cluase is proposed to ensure that
sufficient time is allowed for members to review the Annual Report and prepare
questions on Noctice for the AGM
(c) The Secretary shall cause all items of business and notices of motion referred
to in paragraph (a) to be included as items of business and/or notices of motion
in the Notice of the Annual General Meeting that is sent to members
2 KEY PAGES FROM PITTWATER RSL ANNUAL REPORT 2005
2005 Directors Report - P40/41 - Non-profit organisation prevented from paying dividends
2005 Treasurers Report - P 6/7 - $ 7,500,000 surplus
2005 Balance Sheet - P 46/47 - Total members funds $ 23,750,986
2005 Income Statement - P 44/45 - Profit after tax $ 2,615,832
2005 Explanation of Transition to AIFRS - P 50/51 - new Liability $ 4,700,000 - no explanantion
2005 Map indicating sale 1600 sq meters - approximately 10% available land
2005 Proposed Members' Resolutions1 LEGISLATION THAT INFLUENCES RSL POLICIES
Gaming Machines Amendment Act 2005 (NSW)
Gaming Machines Tax Act 2001 (NSW)
Gaming Machines Act 2001 (NSW)
Corporations (Fees) Act 2001 (Cth) - Electronic Compliance Fees
Corporations Act 2001 (Cth)
Casino Control Act 1992 (NSW)
Superannuation (Productivity Benefit) Act 1988 (Cth)
Registered Clubs Act 1976 (NSW)
Local Government (Superannuation) Act 1927 (NSW)
Superannuation Act 1922 (Cth)
Superannuation Act 1916 (NSW)
