Review of the Registered Clubs Industry in NSW - Clubs NSW

11 Making it easier for clubs to amalgamate
6. Holding an extraordinary general meeting to vote on the amalgamation: each
club must hold an extraordinary general meeting to vote on the motion to
amalgamate. A majority of 50 per cent or more of members casting votes at the
meeting is required for the motion to be passed. If this is not achieved, the
amalgamation does not proceed.
Following these steps, clubs also need to finalise the amalgamation, including
winding up the other club and transferring its business and core property to the
parent club. However, with the commencement of the Liquor Act 2007 on 1 July 2008,
the actual administrative procedures and requirements for these steps will be
changing and have yet to be finalised by the new Casino, Liquor and Gaming
Control Authority (CLGCA) (discussed further in section 11.1.2 below).
11.1.2 Recent legislative changes affecting the amalgamation process
During the period of this review, there were three legislative changes which affect
amalgamations:
the Registered Clubs Amendment Act 2006 was passed in November 2006 194
the Registered Clubs Amendment Regulation 2007 took effect from 21 December 2007
the Liquor Act 2007 received assent on 13 December 2007.
The Registered Clubs Amendment Act and Regulation contain sections that aim to
relax the restrictions on amalgamation, while provisions in the Liquor Act 2007 will
have implications for the governing bodies that will oversee such matters and, as
indicated above, on the administrative procedures and requirements involved in the
final steps of the amalgamation process.
The main change introduced by the Registered Clubs Amendment Act and
Regulation is to replace the Deed of Amalgamation (Deed) with an MOU (see step 5
above). A Deed requires legal drafting and input, whereas clubs can draft and easily
amend a MOU. This could help clubs reduce legal costs and allow more flexibility to
incorporate changes as the negotiations proceed.
Other major changes as a result of the Registered Clubs Amendment Act and
Regulation include:
raising the limit on the number of amalgamations a club can enter into from four
to 10
requiring clubs to look for Expressions of Interest (EOI) from within a 50km
radius of their club (regardless of whether the club is metro or non-metropolitan)
replacing ‘major assets’, which had to be negotiated between the clubs and
recorded in the Deed, with ‘core property’ as defined in the Registered Clubs
Act. 195
194 Much of the Act did not commence until December 2007 and some provisions are yet to commence.
176 IPART Review of the Registered Clubs Industry in NSW