Wentworth Falls Country Club

Telephone - 4757 1202 • Brasserie - 4757 3330 • Pro Shop - 4757 1899
206-220 Blaxland Road, Wentworth Falls, NSW 2782

Wentworth Falls Country Club

Telephone - 4757 1202 • Brasserie - 4757 3330 • Pro Shop - 4757 1899
206-220 Blaxland Road, Wentworth Falls, NSW 2782

Notice of Annual General Meeting and Annual Report released

DOWNLOAD A COPY OF THE ANNUAL REPORT HERE

NOTICE OF MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Members will be held at the Clubhouse, Blaxland Road, Wentworth Falls on Sunday 7 June 2015 commencing at 9.00 a.m.
The business of the Annual General Meeting will be as follows:

1)   To confirm the Minutes of the Annual General Meeting of Members held on Sunday 1 June 2014.

2)   To receive and consider the Income Statement for the year ended 28 February, 2015 and the Balance Sheet and Cash Flow Statement as at that date, together with the reports of the Directors and Auditor therein.

3)   To Appoint an Auditor or Auditors in the event that there be a vacancy in the office of Auditor.

4)   Special Business – To consider and, if thought fit, to pass the Resolutions set out in the Schedule forwarded with this Notice and which forms part of this Notice.

5)   To declare Ballot for the election of Directors and Office Bearers conducted over the preceding eight (8) days, and if no ballot, to elect Directors and Office Bearers.

Dated:30 April 2015
by direction of the Board
MattLark
Secretary Manager

NOTICE OF SPECIAL RESOLUTIONS FOR ANNUAL GENERAL MEETING
NOTICE is hereby given that at the Annual General Meeting of WENTWORTH FALLS COUNTRY CLUB LIMITED to be held on 7 June 2015 commencing at 9:00 am at the premises of the Club, Blaxland Road, Wentworth Falls, New South Wales, the members will be asked to consider and if thought fit pass the Special Resolutions set out below:
PROCEDURAL MATTERS
1. To be passed a Special Resolution must receive votes in favour from not less than three quarters (75%) of those members who being eligible to do so vote in person on the Special Resolution at the meeting.
2. Each Special Resolution should be read in conjunction with the notes to members which follows the Special Resolution.
3. Only Life members, financial Playing members, financial Gold members and financial Veteran members are eligible to vote on the Special Resolutions.
4. Under the Registered Clubs Act:
5. (a) members who are employees of the Club are not entitled to vote; and
6. (b) proxy voting is prohibited.
7. Amendments to the Special Resolutions (other than minor typographical corrections which do not change the substance or effect of the Special Resolutions) will not be permitted from the floor of the meeting.
8. The Board of the Club recommends the Special Resolutions to members.

FIRST SPECIAL RESOLUTION
[The First Special Resolution is to be read in conjunction with the notes to members set out below.]
That the Constitution of Wentworth Falls Country Club Limited be amended by:
(a) deleting from Rule 7(b) the figure “10(6)A” and in lieu thereof inserting the figure “10(6A)”.
(b) deleting from Rule 7(c) the words “Certificate of Registration under Part II of the Registered Clubs Act” and in lieu thereof inserting the words “club licence under the Liquor Act.”
(c) deleting from Rule 7(c) the words “such a certificate” and in lieu thereof inserting the words “such a licence”.
(d) deleting Rule 10(j) and in lieu thereof inserting the following new Rule 10(j):
“(j) To apply for and obtain a club licence under the Liquor Act, entitlements under the Gaming Machines Act and any other rights, entitlements, permits, authorities and licences necessary or desirable for the conduct of the Club.”
(e) deleting from Rule 10(s) the words “provided that no portion of the Club premises which are subject of a licence under the Liquor Act shall be leased whilst so licensed” and in lieu thereof inserting the words “subject to the requirements of the Liquor Act and Registered Clubs Act”.
(f) deleting Rule 15 and in lieu thereof inserting the following new Rule 15:
15. Deleted.”
(g) deleting from Rule 16 the words “number of Full members who do not have the right to vote in the election of the Board” and in lieu thereof inserting the words “minimum prescribed by the Registered Clubs Act”.
(h) deleting Rule 27(b) and in lieu thereof inserting the following new Rule 27(b):
“(b) (i) Honorary members who are Full members of the Club shall be entitled to the rights and privileges of the category of membership of which they are a Full member.
(ii) Honorary members who are not Full members of the Club shall be entitled to those facilities and amenities of the Club as determined by the Board from time to time and to introduce guests into the Club.
(iii) Honorary members who are not Full members of the Club shall not be entitled to vote at any meeting of the Club, nominate for or be elected to the Board or any office of the Club or participate in the management, business and affairs of the Club in any way.”
(i) inserting into Rule 27(c)(i) and 29(f)(i) the words “or surname and initials” after the words “name in full”.
(j) deleting Rule 29(c) and in lieu thereof inserting the following new Rule 29(c):
“(c) Temporary members are entitled to the social facilities and amenities of the Club and subject to Rule 51, to introduce guests into the Club.”
(k) deleting from Rule 29(d) the words “the President, the Vice President, the Captain, the Vice Captain”.
(l) inserting into Rule 32 the words “to introduce guests into the Club if the Provisional member is an applicant for a class of membership which is permitted to do so but”
(m) deleting from Rule 46(e) the words “Section 67A of the Registered Clubs Act” and in lieu thereof inserting the words “Section 77 of the Liquor Act”.
(n) deleting from Rule 50 the words “pursuant to Rule 46” and in lieu thereof inserting the words and/or expelled from the Club and/or refused admission to or being turned out of the Club”.
(o) deleting Rule 50(j).
(p) deleting Rule 52 and in lieu thereof inserting the following new Rule 52:
“52. For the purposes of Rule 51(c), “responsible adult” means an adult who is:
(a) a parent, step-parent or guardian of the minor; or
(b) the minor’s spouse or de facto partner;
(c) for the time being, standing in as the parent of the minor.”
(q) inserting the following new Rules 53A and 53B:
“53A. A member who is:
(a) an employee; or
(b) currently under suspension;
(c) not a Financial member,
shall not be eligible to stand for or be elected or appointed to the Board.
53B. Any person who is elected or appointed to the Board, must, unless exempted, complete such mandatory training requirements for directors as required by the Regulations made under the Registered Clubs Act.”
(r) inserting the following new Rule 61(d):
“(d) A meeting of the Board may be called or held using any technology consented to by all the directors. The consent may be a standing one. A director may only withdraw his or her consent within a reasonable period before the meeting.”
(s) deleting Rule 70 and inserting the following new Rule 70:
“70. Deleted”
(t) deleting from Rule 72(a) the words “insolvent under administration or has been convicted of any offence referred to in section 229(3) of Corporations Law” an in lieu thereof inserting the words “disqualified for any reason referred to in Section 206B of the Act”.
(u) deleting from Rule 72(e) the words “made under the Act or Registered Clubs Act” and in lieu thereof inserting the words “or declaration made under the Act, Liquor Act or Registered Clubs Act”.
(v) inserting the following new Rule 72(h):
“(h) If he or she fails to complete the mandatory training requirements for directors referred to in Rule 53B within the prescribed period (unless exempted).”
(w) deleting Rule 73 and in lieu thereof inserting the following new Rule 73:
“73. The Board shall have power at any time and from time to time, to appoint any eligible person to the Board to fill a casual vacancy. The person so appointed shall hold office only until the conclusion of the following Biennial General Meeting.”
(x) deleting Rule 88 and in lieu thereof inserting the following new Rules 88 and 88A:
“88. The Board shall, not less than twenty one (21) days before each Annual General Meeting and in any event within four (4) months of the end of the financial year of the Club, report to members in accordance with Division 4 of Part 2M.3 of the Act.
88A In accordance with Section 317 of the Act, the Board shall lay before the Annual General Meeting in respect of the financial year ending on the last day of February immediately prior to the Annual General Meeting:
(i) the financial report of the Club; and
(ii) the directors' report;
(iii) the auditors' report on the financial report.”
(y) deleting Rule 97 and in lieu thereof inserting the following new Rule 97:
(z) “97. Deleted”.
(aa) deleting Rule 98 and 98A and in lieu thereof inserting the following new Rules 98 and 98A:
“98. Every officer (as defined in Section 9 of the Act) and former officer of the Club shall be indemnified to the full extent permitted by the Act out of the property of the Club against any liability incurred by him in his capacity as officer in defending any proceedings whether civil or criminal.
“98A. The Club may pay a premium for a contract insuring a person who is an officer or a former officer of the Club against a liability incurred by that person as an officer of the Club provided that the liability is not one in respect of which a premium can not be paid under the Act or a liability which contravenes Section 199A or Section 199B of the Act.”

Notes to Members on First Special Resolution
1. The First Special Resolution proposes a series of amendments to the Constitution to bring the Constitution into line with best practice and the requirements of the Corporations Act, Gaming Machines Act, Liquor Act and Registered Clubs Act.
2. Paragraph (a) amends a typographical error.
3. Paragraphs (b) and (c) delete references to the certificate of registration previously held by the Club and insert references to the club licence which is now held by the Club.
4. Paragraphs (d) and (e) slightly amend the objects of the Club to bring them into line with the Gaming Machines Act, Liquor Act and Registered Clubs Act.
5. Paragraph (f), in effect, deletes a provision that is no longer required. The provision is no longer required as Registered Clubs Act no longer prescribes a maximum number of members for a registered club.
6. Paragraph (g) clarifies that the number of Full members having the right to vote in the election of the Board shall not be less than such minimum prescribed by the Registered Clubs Act.
7. Paragraph (h) amends existing provisions relating to the rights and entitlements of Honorary members to bring the Constitution into line with the Registered Clubs Act.
8. Paragraph (i) amends existing provisions relating to the register of Honorary members and Temporary members to bring the Constitution into line with the Registered Clubs Act.
9. Paragraph (j) amends existing provisions relating to the rights and entitlements of Temporary members to bring the Constitution into line with the Registered Clubs Act.
10. Paragraph (k) clarifies that directors are not permitted to remove persons from the Club premises. This is consistent with best practice.
11. Paragraph (l) clarifies that a Provisional member may introduce a guest into the Club if he or she is an applicant for a class of membership which is permitted to do so. This is consistent with the Registered Clubs Act.
12. Paragraph (m) deletes an incorrect reference to the Registered Clubs Act and inserts a correct reference to the Liquor Act.
13. Paragraphs (n) to (p) inclusive amend existing provisions relating to guests of members to bring the Constitution into line with the Registered Clubs Act.
14. Paragraph (q) clarifies that a member who is an employee of the Club or currently under suspension from the Club or not a financial member of the Club shall not be eligible to stand for or be elected or appointed to the Board. This paragraph also inserts a new provision which requires any person who is elected or appointed to the Board, must, unless exempted, complete such mandatory training requirements for directors as required by the Regulations made under the Registered Clubs Act.
15. Paragraph (r) inserts a new provision which allows board meetings to be called or held using any technology consented to by all the directors. This is consistent with best practice and the Corporations Act.
16. Paragraph (s) deletes a provision relating to corporate governance to bring the Constitution into line with the Corporations Act and Registered Clubs Act.
17. Paragraphs (t) to (v) inclusive amend existing provisions relating to vacancies on the Board to bring the Constitution into line with the Corporations Act, Liquor Act and Registered Clubs Act.
18. Paragraph (w) amends existing provisions relating to the filing of casual vacancies. The Constitution provides that the Board must fill casual vacancies within three (3) months of the casual vacancy arising. This paragraph proposes to provide the Board with the option to fill casual vacancies at any time but not required it to do so.
19. Paragraph (x) amends existing provisions relating to the reporting requirements of the Club to bring them into line with the Corporations Act.
20. Paragraph (y) amends existing provisions relating to notices to members to bring them into line with the Corporations Act.
21. Paragraph (aa) amends existing provisions relating to indemnities for directors to bring them into line with the Corporations Act.

SECOND SPECIAL RESOLUTION
[The Second Special Resolution is to be read in conjunction with the notes to members set out below.]
That with effect from and for the purposes of the Annual General Meeting held in 2015, that the Constitution of Wentworth Falls Country Club Limited be amended by:
(a) deleting Rule 53 and in lieu thereof inserting the following new Rule 53:
“53. The business and affairs of the Club and the custody and control of its funds and property is to be managed by a Board of nine (9) Directors consisting of a President, two (2) Vice Presidents, a Captain, a Vice Captain, an Honorary Treasurer and three (3) Ordinary Board members.”
(b) deleting from Rule 54(a) the words “, Honorary Treasurer and Junior Promotions Officer” and in lieu thereof inserting the words “and Honorary Treasurer”.

Notes to Members on Second Special Resolution
1. The Registered Clubs Act requires boards of registered clubs to comprise nine (9) or less directors by 1 January 2017.
2. The Board currently comprises ten (10) directors consisting of a President, two (2) Vice Presidents, a Captain, a Vice Captain, an Honorary Treasurer, a Junior Promotions Officer and three (3) Ordinary directors.
3. To ensure compliance with the Registered Clubs Act, the Second Special Resolution proposes to reduce the number of directors from ten (10) to nine (9) by removing the position of Junior Promotions Officer.
4. If the Second Special Resolution is passed, the Board will comprise nine (9) directors consisting of a President, two (2) Vice Presidents, and a Captain, a Vice Captain, an Honorary Treasurer and three (3) Ordinary directors.
5. This amendment will take effect from the Annual General Meeting to be held in 2015.

THIRD SPECIAL RESOLUTION
[The Third Special Resolution should also be read in conjunction with the notes to members set out below.]
That the Constitution of Wentworth Falls Country Club Limited be amended by deleting from Rule 61(c) the words “four (4) members personally present” and in lieu thereof inserting the words “five (5) members present”.

Notes to Members on Third Special Resolution
1. The Third Special Resolution proposes to amend the quorum requirements for board meetings.
2. At present, a quorum for board meetings is four (4) members of the Board.
3. If the Third Special Resolution is passed, the quorum for a board meeting will be increased to five (5) members of the Board.
4. The Board recommends this amendment because:
(a) it is best practice for quorums for board meetings to comprise at least half of the directors on the Board;
(b) the quorum for the Board is currently less than half the number of directors on the Board (i.e. only four (4) out of the ten (10) directors must attend for a quorum).
(c) by increasing the quorum for board meetings to five (5) directors, the quorum for the board meetings will be consistent with best practice.


FOURTH SPECIAL RESOLUTION
[The Fourth Special Resolution should also be read in conjunction with the notes to members set out below.]
That the Constitution of Wentworth Falls Country Club Limited be amended by deleting Rule 24(d) and renumbering the remaining provisions of Rule 24.

Notes to Members on Fourth Special Resolution
1. Rule 28(d) of the Club’s Constitution sets out a number of prescriptive requirements in relation to the establishment, conduct and administration of the Women’s Golf section.
2. The Constitution does not set out similar prescriptive requirements for other sections of the Club.
3. Accordingly, other sections have greater flexibility than the Women’s Golf section in respect of their conduct and administration.
4. The Fourth Special Resolution proposes to remove the prescriptive requirements contained in the Constitution in relation to the Women’s Golf section. This will ensure that the Women’s Golf section is conducted in accordance with the same rules and procedures as other sections of the Club.


NOTICE OF ORDINARY RESOLUTIONS FOR ANNUAL GENERAL MEETING

NOTICE is hereby given that at the Annual General Meeting of WENTWORTH FALLS COUNTRY CLUB LIMITED which is to be held on Sunday 7 June 2015 at the premises of the Club at Blaxland Road, Wentworth Falls at 9:00am, members of the Club will be asked to consider and, if thought fit, pass the following resolutions which are proposed as Ordinary Resolutions.

First Ordinary Resolution

That pursuant to the Registered Clubs Act:-

a) That until the next Annual General Meeting the members hereby approve and agree to expenditure by the Club in a sum not exceeding $2,500 per annum for the following activities of directors.

1. Reasonable expenditure for a meal and beverage for each director immediately before or after a Board or Committee meeting on the day of that meeting when that meeting corresponds with a normal meal time on production of invoices receipts or other proper documentary evidence of such expenditure.
2. Reasonable expenditure incurred by directors in travelling to and from directors meetings or other duly constituted committee meetings as approved by the Board from time to time on production of invoices, receipts or other proper documentary evidence of such expenditure
3. Reasonable expenditure on food and refreshment for directors and senior management officers in entertaining guests of the Club in the Club's dining rooms on production of invoices, receipts and other proper documentary evidence of such expenditure is approved by the Board at the next monthly Board meeting as being properly incurred in the course of that directors or senior management officer's duties in relation to the Club and as being reasonable.

b) The members acknowledge that the benefits in paragraph (a) above are not available to members generally but only for those who are directors or officers of the club.

Second Ordinary Resolution

That pursuant to the Registered Clubs Act:-

a) That until the next Annual General Meeting the members hereby approve and agree to expenditure by the Club in a sum not exceeding $4,000 per annum for the following activities of directors.

1. The reasonable cost of Directors attending the ClubsNSW, including Club Directors Institute meetings.
2. The reasonable cost of Directors attending meetings of other associations of which the Club is a member.
3. The reasonable costs of Directors attending seminars, lectures, trade displays, organised study tours, fact finding tours and other events as maybe determined by the Board from time to time.

b) The members acknowledge that the benefits in paragraph (a) above are not available to members generally but only for those who are directors or officers of the club.

Notes to Members on Ordinary Resolutions
These notes are to be read in conjunction with the proposed Resolutions

1. Each of the resolutions must be passed as a whole and cannot be amended by motion from the floor of the meeting or divided into two or more separate resolutions
2. To be passed each ordinary resolution must receive votes in its favour from not less than a simple majority of those members, who being entitled to do so, vote in person at the meeting.

NOTICE
Section 41J (2) Registered Clubs Amendment Act 2006 - Core & Non-Core Property

Pursuant to Section 41J (2) of the Registered Clubs Act for the financial year ended 28 February, 2014, the following properties are core property of the Club;
• The golf course and associated practice areas
• The defined premises of the club house.
• The club car park and associated paved areas.
• The green keeping sheds and associated areas.
There is currently no non-core property of the Club;

NOTES TO MEMBERS
1. Section 41J(2) of the Registered Clubs Act requires the annual report to specify the core property and non-core property of the Club as at the end of the financial year to which the report relates.
2. Core property is any real property owned or occupied by the Club that comprises:
a) the defined premises of the Club; or
b) any facility provided by the Club for use of its members and their guests; or
c) any other property declared by a resolution passed by a majority of the members present at a general meeting of Ordinary members of the Club to be core property of the Club.
3. Non-core property is any other property other than that referred to above as core property and any property which is declared by the members at a general meeting of ordinary members of the Club not to be core property.
4. The significance of the distinction between core property and non-core property is that the Club cannot dispose of any core property unless:
a) the property has been valued by a registered valuer within the meaning of the Valuers Act 2003; and
b) the disposal has been approved at a general meeting of the ordinary members of the Club at which the majority of the votes cast support the approval; and
c) Any sale is by way of public auction or open tender conducted by an independent real estate agent or auctioneer.
5. These disposal provisions and what constitutes a disposal for the purposes of section 41J are to some extent modified by regulations made under the Registered Clubs Act and by Section 41J itself. For example, the requirements in paragraph 4 above do not apply to;
• Core property that is being leased or licensed for a period not exceeding 10 years on terms that have been the subject of a valuation by a registered valuer;
• Core property that is leased or licensed to a telecommunications provider for the purposes of a telecommunication tower.

Dated: 30 April 2015 By direction of the Board
Matt Lark
Secretary Manager
 

I just wanted to write to let you know just how impressed I was with your club.  In fact, everyone who attended the lunch was very, very impressed.  Your staff could not have been more friendly, efficient and helpful. Even the young guy behind the bar was super-friendly whilst still being professional.  The food, without exception, was tremendous.
– Anne Hutchins
We often take family and visitors to the Thursday/Friday night servings and always found that everybody has enjoyed the food ,The service is great with contact with the chef and his staff are wonderful and nothing is a problem for them even on a fully booked night they are so obliging
– Mark R
Lovely Country golf club, with nice views over the course. Friendly atmosphere and reasonable prices
– Martin C
An excellent venue for a special function. Friendly helpful staff and scrumptious food. I attended two Christmas lunches this past week and both were terrific. Also the Friday night carvery is worth trying. And the coffee is good too
– Maunie K
This club has a real atmosphere about it and it never fails to please. Food, service all good. The servings are very generous and on most occasions are served quite quickly. The wine prices are attractive.
– Geoffrey W
my grandparents live in the area and after staying longer than expected visiting them suggested we have dinner at the country club. the only complaint I have is that they didn't tell me how good It was !! or I wouldn't have had so much for lunch.
– r b
A great course with attractive flora and fauna, and highly recommended for anyone visiting the Blue Mountains
– Naysan H
Thank you to my good friends at Wentworth Falls Country Club for your support and Fund raising to help me get to World Championships in Germany. This club and its community have supported me over the past 10 years, and for that I'm grateful. The Friendliest and best club in the Mountains
– Moe Westmoreland
The Society of Mountain Artists had their Christmas lunch at the club last Thursday, It was the best ever, the club goes out of its way to make it work and the food was outstanding.
– Marie Morris
My family and I would like to thank Jackie and Matt and everyone else at the club for making our daughters and son in law Monique & Joel's wedding such a wonderful night. It was an amazing night and all of our guests commented on the friendliness of your staff and how lovely the food was. I thank you again from the bottom of my hear
– Julie Christie
Cannot express how well the staff helped on our wedding day, food was delicious, great atmosphere. Thank you
– Nicky Fungo
I had my wedding here in November… place looked great, staff are so helpful. Definitely recommend
– Christina Clarke
We had our wedding reception here last year and absolutely loved it. Awesome food and we got to drive up in a golf buggy
– Helen Johnston