TO MEMBERS OF KEDRON-WAVELL SERVICES CLUB
Proposal to change Kedron-Wavell Services Club legal structure from Incorporated Association (IA) to Company Limited by Guarantee (CLG).
Kedron-Wavell Services Club Inc (KWSC) was registered as an incorporated association on February 1990 under the QLD Associations Incorporation Act 1981. Given the scale and nature of the Club’s current and future activities with our annual turnover of $30 million and asset value of $37 million, KWSC has outgrown the structure of which the QLD Incorporated Association Act was designed to cover. In addition, KWSC has received professional advice which recommended KWSC transition from an Incorporated Association to a Company Limited by Guarantee.
Similar Clubs to KWSC operate as a Company Limited by Guarantee. These include Greenbank RSL Services Club, Broncos Leagues Club, City Golf Club Toowoomba 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; and
- Less risk for Members and increased accountability for the Board in terms of reporting, compliance and Directors’ duties as prescribed by law.
Given its current Non-profit status, KWSC would retain its Non-Profit status a CLG. In this case, its main regulator becomes ASIC. Different and more broader laws apply to CLGs than the QLD Association Incorporated 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.
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;
- Existing tax concessions and status will roll over;
- KWSC ABN, contact details and staff will continue as usual;
- Any existing contracts that KWSC has with third parties will continue with the Company Limited by Guarantee.
This process is supported by QLD government with the removal of transfer tax, stamp duties and capital gains tax to encourage large organisation to switch over to a CLG.
Notification of the change will be given to organisations that KWSC has relationships within the ordinary course of business (e.g. the ATO, WorkCover and other insurers, superannuation funds, banks, Brisbane City Council etc.)
The transition does require the support of a new Constitution, to align with the requirements of the Corporation Act of 2001 and operations of being a CLG, as such the Club will be holding information sessions to allow members to come in and discuss the proposals. The dates are:
- Monday, 29th November, 2021 at 10.00am – 11.00am in the Sky Lounge, Level one
- Tuesday, 30th November, 2021 at 7.00pm – 8.00pm in the Sky Lounge, Level one
- Saturday, 4th December, 2021 at 2.00pm – 3.00pm in the Long Tan Room, Level two
At the conclusion of receiving feedback from the information sessions, KWSC be holding a Special General Meeting on Thursday, 16th December, 2021 at 2.00pm in the Blue Pacific Show Room and a special resolution will be put to Members of KWSC. If the Members vote in favour of the resolution, KWSC will be changed from an incorporated association to a Company Limited by Guarantee and adopt a new constitution to support the CLG.
The proposed constitution for operation under a CLG can be found on our info page on the Clubs website: www.kedron-wavell.com.au or at the Clubs front desk.
We would be pleased to receive feedback via a phone call 07 3350 0902 or email to firstname.lastname@example.org.
On behalf of the Board of
Kedron-Wavell Services Club Inc