b'NEW SOUTH WALES MASONIC CLUBNOTICE OF ANNUAL GENERAL MEETING 2021Notice is hereby given that the 129th Annual General Meeting of the New South Wales Masonic Club will be held in the fourth floor Cellos Dining Room on Monday 22nd November 2021 at 1:00pm.BUSINESS AGENDA member be eligible for re-election as(d)aBoardAppointedDirectorcannotbe Item No 1 Presidentwithinthetwo(2)yearsappointed for a term of more than three (3) Confirmation of the Minutes of the previous meetingimmediatelyfollowingthatmemberyears and is not eligible for re-appointment held on 23rd November 2020. ceasing to hold office as President forat the end of that term;Item No 2 a consecutive period of six (6) years. (e)within twenty one (21) days of appointing To receive and consider the Directors Report, the(i)Notwithstandinganythingelsea Board Appointed Director, the Club must Financial Statements for the year ended 30th JunecontainedinthisArticle38,thedisplay a notice on the Clubs noticeboard 2021 and the Auditors Report thereon. majority of directors on the Board atandwebsitestatingthereasonsforthe any time (including Board Appointedpersons appointment, the persons relevant Item No 3 Directors) must be Masonic members. skills and qualifications and any payments SPECIAL RESOLUTION (c)inserting at the end of Article 39A the wordswhicharetobemadetothepersonin ThattheArticlesofAssociationofNewSouth,provided that these restrictions do not applyconnection with his or her appointment;Wales Masonic Club Limited be amended by: to Board Appointed Directors. (f)thepowertoappointBoardAppointed (a)inserting the following definition in Article 1(a): (d)deleting the last sentence of Article 45 and inDirectorsenablesboardsofregistered Board Appointed Director means a personits place inserting the following: clubstoidentifypersonswithparticular appointedtotheBoardpursuanttoArticleAt meetings of the Board: skills, expertise and experience which may 38(b) of these Articles, the Registered Clubs(a)iftheBoardcomprisesonlytheelectedbe beneficial to the club and to appoint Act and Registered Clubs Regulations but doesdirectors,thequorumshallbefour(4)those persons to the board.not include a person who is appointed to thedirectors personally present; (g)forexample,theClubmaywishto Board to fill a casual vacancy in accordance(b)if the Board comprises the elected directorsundertakeamajorconstructionproject with Article 54 of these Articles. andoneormoreBoardAppointedin the future but none of the directors at (b)deleting Article 38 and inserting the followingDirectors,thequorumshallbefive(5)thetimehaveexpertiseinconstruction.new Article 38: directors personally present. Inthesecircumstances,thisamendment 38(a) Subject to paragraph (b) of this ArticleExplanatory Notes to Members on Special Resolution allows the Board to identify and appoint 38, the Board shall consist of seven (7)1.The Special Resolution proposes to: apersonorpersonswithexpertisein electeddirectorswhoshallcompriseconstruction who will be able to assist the a President, a Vice President (both of(a)amendthecompositionoftheBoardClub in the construction project.whom must be Masonic members) andbyreducingthemaximumnumberof(h)the new provisions to be inserted into the five (5) Ordinary directors who shall beelecteddirectorsfromnine(9)tosevenClubs Articles of Association do not provide Full members and no more than two (2)(7) by removing two (2) Ordinary directorthe Board with any powers over and above of whom shall be Associate members. positions from the Board; and those contained in the Registered Clubs Act (b) TheBoardmayappointuptotwo(b)provide the Board with the power to appointand Registered Clubs Regulations.(2)BoardAppointedDirectorstoup to two (2) directors to the Board (whoSummary of Proposed Amendmentsthe Board in addition to the electedare not elected by members or appointed5.At present, the Board consists of nine (9) elected directors referred to in Article 38(a). by the Board to fill casual vacancies) (Boarddirectors comprising a President, Vice President (c) The provisions of the Registered ClubsAppointed Directors); This is permitted byand seven (7) Ordinary directors. Up to three Act and Registered Clubs Regulationsthe Registered Clubs Act. (3) directors (excluding the President and Vice shallapplyinrespectofBoard(c)amending the quorum for board meetingsPresident) may be Associate members.Appointed Directors. dependingonwhetherornotthereare6.If the Special Resolution is passed:(d) Subject to paragraph (g) of this ArticleBoard Appointed Directors; (a)the Board will consist of seven (7) elected 38,aBoardAppointedDirector(d)introduce a new provision which confirmsdirectorscomprisingaPresident,Vice onlyhastosatisfytheeligibilitythe majority of directors on the Board atPresident and five (5) Ordinary directors;requirements of the Registered Clubsany time to be Masonic members. (b)the President and Vice President must still Act and Registered Clubs Regulations2.IftheSpecialResolutionispassed,thesebe Masonic members;tobeappointedtotheBoardandamendments will take immediate effect. (c)nomorethantwo(2)ofthefive(5) does not have to satisfy any eligibilityBackground Information Ordinary director positions may be filled by requirement in these Articles, including3.UndertheRegisteredClubsAct,boardsofAssociate members;Article 39A. registered clubs: (d)the Board will also have the power to appoint (e) The seven (7) directors referred to in(a)cannot exceed nine (9) directors; and up to two (2) Board Appointed Directors.Article38(a)willbeelectedbythe(b)have the power to appoint up to two (2)(e)aBoardAppointedDirectorcanbea membersbienniallyinaccordanceBoard Appointed Directors provided thatMasonicmember,Associatemember, with Articles 39, 40 and 41. any proposed appointment does not causeCountry member or life member.(f) Immediatelyfollowinganannualthe number of directors on the Board (both(f)the quorum for a board meeting will be general meeting in respect of whichelected and Board Appointed Directors) tofour (4) directors if the Board is seven (7) there has been an election of directors,exceed nine (9). directors and five (5) directors if the Board the Board shall meet and shall elect4.In relation to the appointment of Board Appointedis more than seven (7) directors.fromamongsttheirnumbertheDirectors if the Special Resolution is passed: (g)themajorityofdirectorsontheBoard President and Vice President both of(a)they are in addition to the directors electedatanytime(includingBoardAppointed whom must be Masonic members. by members or appointed by the Board toDirectors) must be Masonic members.(g) Intheeventofmorethantwo(2)fill casual vacancies; and 7.However, if the Special Resolution is not passed:Associate members being capable of(b)theBoardisnotrequiredtomakesuch(a)the Board will continue to consist of nine (9) beingelectedasamemberoftheappointments but it may do so if it wishes; elected directors comprising a President, Boardthenthetwo(2)Associate(c)anypersonappointedbytheBoardVicePresidentandseven(7)Ordinary membersreceivingrespectivelythetobeaBoardAppointedDirectoronlydirectors; andhighest,secondhighestnumberofhastosatisfytherequirementsofthe(b)the President and Vice President must still votesshallbedeclaredelectedandRegistered Clubs Act and Registered Clubsbe Masonic members;in event of there being an equality ofRegulations to be appointed and does not(c)no more than three (3) of the seven (7) votes Article 41(3)(p) shall apply. have to satisfy any eligibility requirementOrdinarydirectorpositionsmaystillbe (h) AmembershallnotholdtheofficeintheClubsArticlesofAssociation. filled by Associate members;ofPresidentformorethansix(6)However the person appointed must be an(d)the Board will be unable to appoint any consecutiveyearsnorshallthatordinary member of the Club; Board Appointed Directors;8NSW Masonic Club October 2021'