||Letter from your Committee
It has come to the attention of the Committee that a pamphlet has been distributed to members relating to matters of the Austria Club for the upcoming General Meeting on 7th February 2016 (General Meeting).
The Committee is concerned that the distribution of these pamphlets not only feeds misinformation into the community and incites discord within the Club’s membership but exposes the Club to reputational damage.
• The Club’s premises are being sold for the highest best price and follows an open sale process by a qualified real estate agent
• The Club can use the proceeds to regenerate and for the benefit of all members
The Committee responds to each of the comments made in the pamphlet as follows:
Did you know that your Club is being sold to a religious organisation that will exclude all members of the community unless they are of the Muslim Faith…….
On 27th September 2015 (2015 AGM) members approved the following resolution at the 2015 AGM:
“That, for the purposes of Clause 4(e) of the Constitution and for all other purposes, Members approve the sale of the Land, Buildings and Chattels at 46 Staniland Street, Orange Grove Western Australia for not less than current Market Value”.
The main motivation for proposing the sale of the clubhouse and land (Premises) to members was the advancing age and deteriorating health of many of the Club’s regular dedicated volunteers and a lack of interest from other members in volunteering.
Following discussions with several organisations (including the Orange Grove Community Group (Group)) the Committee engaged real estate agent, Ray White to appraise and market the Premises for sale. Ray White appraised the Premises at between $1.1 million and $1.5 million and five offers were received by the Closing date of 10 December 2015.
On the 22 December 2015, the Committee and Trustees met to consider and discuss the merits of all five offers. The Committee decided, by majority vote, to proceed with the highest offer of $1.8 million which was not subject to finance (Offer). The Offer was $300,000 more than the next best offer of $1.5 million. ****see entry below****
The Committee has called the General Meeting for members to consider approving and ratifying the signing of the offer and acceptance contract. This resolution is not for the sale of the Premises as this was approved by members on 27 September 2015.
The Equal Opportunity Act 1984 (WA) prohibits certain discriminatory conduct on the grounds of religious conviction. Accordingly, the religion of the proposed buyer was not a factor that influenced the Committee when deciding which offer should be put to members for approval.
The notice for the General Meeting (Notice) contains all information material to members deciding whether or not to approve the resolution. The Committee does not consider the religion of the proposed buyer material to whether or not members should approve the resolution at the General Meeting.
A copy of the offer and acceptance document will be provided at the General Meeting on Sunday and members will have the opportunity to raise any other concerns or queries then.
Once the premises have been sold, the money from the sale will have to be given to the Government by law…...
There is no provision in the law that requires the Club to give the money to the Government once the Premises have been sold. All assets (money and objects) belong to the Club to be used for the benefit of members until the Club winds up. If the Club winds up, any surplus property will be given to Princess Margaret Hospital Foundation in accordance with the Club’s Constitution and the Associations Incorporation Act 1987 (WA) (Act). There are no plans to wind up the Club at this stage.
What does your Committee stand to gain from the sale of the Club and why are they so committed to the sale. Are they hiding something?…...
The Committee does not gain anything from the sale of the Club and is not hiding anything from the members.
The decision to sell the Club was approved by members at the Club’s 2015 AGM and the Committee decided to proceed with the highest offer with the least impediments to settlement in order to discharge their fiduciary duties and do what is best for the Club.
Whether the Club will proceed with the Offer will be decided by Members at Sunday’s General Meeting.
The Orange Grove Community approached the Committee with a pledge of 50 new membership applications so they could assist in the volunteer roles. The Committee flatly refused their offer of assistance…...
The Group advised the Committee in November 2015 that they were interested in acquiring the Premises for their own community centre and were keen to support the Club if it stayed in Orange Grove. The Committee was supportive of the Group making an offer for the Premises and receptive to the Group’s support. To date an offer has not been received from the Group and the Committee was not aware of any members of the Group renewing their Club memberships before a few days ago or volunteering to help at the Club.
At a Committee meeting held on 3rd February 2016, Mr Bill Gaugg (as representative of the Group, not in his capacity as Committee member) presented the Committee with 67 applications for membership. Volunteering is not an obligation of membership and the memberships did not come with a pledge, promise or commitment of engaging in voluntary duties.
Those applications were refused in accordance with a decision of the Committee made on 22 December 2015 not to accept any applications for membership until after the General Meeting. The Committee believed it would be irresponsible for the Committee to accept membership fees when the Club is going through such major changes.
Two of the applications would have been refused in any event as members voted for one of the applicants to be banned from being a member of the Club at the 2015 AGM and the second applicant was associated with this Member.
While the Committee is not obligated to give reasons for refusing the applications, in the interests of transparency the applicants were advised of the reasons why their applications were refused. The Committee will reassess those applications after completion of the sale of the Premises and will contact successful applicants.
The Committee is concerned that members are proposing and seconding applications for people who have previously engaged in improper conduct as a member of the Club. The Committee has a duty not to knowingly expose the Club to impropriety and therefore will use its discretion under the Club’s Constitution to refuse applications from applicants who are known to have previously engaged in improper or illegal conduct.
The Committee has the power to investigate complaints of improper or unlawful conduct by members in accordance with the disciplinary procedure under the Club’s Constitution. This procedure could result in membership being terminated in which case membership fees will not be refunded.
Voting NO to the sale on the 7th February is the only way to guarantee that the Austria Club will stay at 46 Staniland Street Orange Grove……..
The vote on Sunday will not determine whether or not the Premises will be sold. Members already approved the sale of the Club at the Club’s 2015 AGM.
Committee members believe, in good faith, that they have discharged their duties by putting to members the most favourable offer received. Further, while the Club’s Constitution requires a mere majority vote, the Committee decided to propose a special resolution (requiring 75% of members’ votes) for the purposes of democracy and good corporate governance.
If the resolution is not approved at the General Meeting on Sunday, the Club will not proceed with the Offer. This will result in the Club incurring additional costs with respect to re-advertising and re-marketing the Premises.
There is no guarantee that the Club will be able to secure a new buyer at all or a new buyer who is willing to offer as much money and be in such favourable circumstances as the current proposed buyer. The next best offer was $300,000 less than the Offer and there is no guarantee this buyer is still interested.
The Committee understands that the Club is going through major changes that will not be popular with all members. The Committee also understands the wider Orange Grove community has a vested interest in retaining access to the Club, however, first and foremost the Committee owes fiduciary duties to the Club and its members.
The Committee encourages members to prioritise what is best for the Club and communicate concerns constructively rather than engaging in conduct that may bring the Club into disrepute.
Austria Club of WA Inc.