MEMBER INFORMATION OCTOBER 2022
TO MEMBERS OF CURRUMBIN-PALM BEACH RSL & SERVICES MEMORIAL CLUB INC.
Final Steps to change Currumbin-Palm Beach RSL & Services Memorial Club Inc. legal structure from Incorporated Association (IA) to Company Limited by Guarantee (CLG).
As discussed at the General Meeting on 28 May 2022, Currumbin-Palm Beach RSL & Services Memorial Club Inc (CRSLSMC) was registered as an incorporated association on 24th July 1990 under the QLD Associations Incorporation Act 1981.
Given the scale and nature of the Club’s current and future assets and activities CRSLSMC has outgrown the structure of which the QLD Associations Incorporation Act was designed to cover. In addition, professional advice recommends that CRSLSMC transition from an Incorporated Association to a Company Limited by Guarantee as have similar clubs such as Greenbank RSL Services Club, Kedron-Wavell Services Club, Broncos Leagues Club, City Golf Club Toowoomba, Cairns RSL Club and Redcliffe Leagues Club.
The benefits of making the transition include:
- An easier, more streamlined reporting regime;
- Fewer intricacies and inconsistencies to navigate with other corporate law;
- A greater understanding of the corporate structure by the general public;
- Clearer governing rules in relation to dispute resolution;
- A clearer, more certain corporate structure to aid in transacting with third parties,
particularly when transacting with Banks and Insurers;
- Less risk for Members in the event of winding up with the member guarantee (liability) being fixed at a small nominal amount in the Constitution;
- Increased accountability for the Board in terms of reporting,
compliance and Directors’ duties as prescribed by law; and
- Heavier civil penalties against directors for breach of duties plus the addition of potential criminal penalties including possible gaol terms.
CRSLSMC would retain its Not-For-Profit status as a CLG, and its main regulator would become the Australian Securities and Investments Commission (ASIC). Different and broader laws apply to CLGs than the QLD Associations Incorporation Act. For example, the ASIC governance standards prescribe more framework around holding meetings, directors’ duties, annual reporting and record keeping. The Corporations Act requirements for CLGs are much more complex and prescriptive but equally more common in their understanding as they are universally used throughout Australia.
As a Not-For-Profit company, the CLG will use the term “Limited” or “LTD” in its name. Furthermore, it may not pay a dividend or distribute funds to its members or pay fees to its directors and it must pursue charitable purposes in accordance with its Objects and apply its income only in pursuit of those purposes.
Importantly, when the conversion takes effect, there will be no changes to the Club’s day-to-day operations, for example:
- It will continue to operate as a not-for-profit and its purpose will remain unchanged;
- The conversion does not create a new legal entity therefore existing contracts that CRSLMC has with third parties will continue unchanged:
- Existing tax concessions and status will roll over; and
- CRSLSMC ABN, contact details and staff will continue as usual.
This process is encouraged, supported and assisted by the QLD government with the removal of transfer tax, stamp duties and capital gains tax to encourage large associations to switch to a CLG.
The transition does require the approval of a new Constitution by members as well as the Office of Fair Trading, to align with the requirements of the Corporation Act 2001, however, the proposed constitution is essentially identical to the current incorporated association Constitution and the rights of members continue unchanged. Importantly, the Objects are identical to the current Objects which do ensure that the club will retain its close links with the Sub Branch and the RSL movement as a whole and, as is currently the case, only Sub Branch members will be able to vote to amend Objects in the CLG Constitution.
At the Annual General Meeting held in the Club at 1PM Saturday 28 May 2022, the following Special Resolution was passed by Members of CRSLMC.
That it is agreed that Currumbin Palm Beach RSL & Services Memorial Club Incorporated
transition to a company limited by guarantee with the name Currumbin Palm Beach RSL &
Services Memorial Club Limited and that a subsequent general meeting to be held on a date to be advised to approve the proposed constitution.
Moved: K.Gascoine Seconded: P.Thomas CARRIED UNANIMOUSLY
To complete the required steps for the transition to CLG process, the following Special Resolutions will be put to a meeting of members in the club on Saturday 29 October commencing at 1PM:
Special Resolution 1 – Adoption of CLG Constitution
That the proposed constitution, copies of which were made available to members from the first week of October 2022, be adopted.
Special Resolution 2 – Authorised Signatories
That Chairman M. Humphreys, Deputy Chairman P. Thorpe and Secretary R. Harris be authorised to sign application Form 208 required under s106B of the Associations Incorporation Act and ASIC Form 202 required under the Corporations Act.
Special Resolution 3 – Calling of Meeting
That the Associations Incorporation Act 1981 (QLD) and CRSLSMC’s rules have been complied with in the calling of the meeting and the passing of the special resolutions.
Copies of the proposed constitution are available from club reception, or will be emailed by request or else accessed online at the club website – www.currumbinrsl.com.au/memberupdateoct2022/
We would be pleased to receive questions and feedback via a phone call to 07 5534 0922 or by email to CLGconversionTeam@currumbinrsl.com
On behalf of the Board of
Currumbin-Palm Beach RSL & Services Memorial Club Inc.