30/04/2021
Wesley CBC Cricket Club
AGM Sunday 30th May 2021
Cally Hotel 11:30am
Special Resolution for merger of two clubs and changing the name will be considered.
Details of resolution below.
Life members and paid up members only eligible to voter.
Votes can be cast by proxy if not in attendance.
Please see conditions for proxy votes in Clubs Constitution item 34 . Also note item 35
"use of technology". also below.
COMMITTEE RESOLUTION OF WESLEY CBC CRICKET CLUB INC. ACKNOWLEDGING OWNERSHIP AND MERGER WITH YAMBUK CRICKET CLUB INC.
DULY PASSED ON:
OWNERSHIP OF AND MERGER WITH YAMBUK CRICKET CLUB INC.
WHEREAS, Wesley CBC Cricket Club Inc., according to resolutions of its Committee duly adopted at the meeting held on _________________, intends to merge into itself Yambuk Cricket Club Inc.; and
WHEREAS, Wesley CBC Cricket Club Inc., owns all funds standing in credit in bank accounts, shares and equipment of Yambuk Cricket Club Inc.; be it:
RESOLVED, that Wesley CBC Cricket Club Inc., shall assume all of the obligations of Yambuk Cricket Club Inc.; and that it be:
RESOLVED FURTHER, that said merger shall become effective upon the filing of a change of name with Consumer Affairs Victoria or at such later time set forth therein; and that it be:
RESOLVED FURTHER, that upon effectiveness of said merger, the name of the Incorporated Association shall be changed to Wesley Yambuk Cricket Club Inc.; and that it be:
RESOLVED FURTHER, that the Rules of the Incorporated Association, Rule 1, shall be amended to read; Wesley Yambuk Cricket Club Inc.: and
The Committee of Wesley CBC Cricket Club Inc., hereby are directed to make and execute any documentation necessary to give effect to the ownership and merger setting forth the resolution to so merge Yambuk Cricket Club Inc., into Wesley Yambuk Cricket Club Inc and to assume its obligations, and to so change the name of Wesley Yambuk Cricket Club Inc., and the date of adoption thereof, and to cause the same to be filed with Consumer Affairs Victoria and to do all acts and things whatsoever, which may be necessary or proper to effect said merger and change of name.
We, the undersigned, hereby certify that Wesley CBC Cricket Club Inc. is comprised of ____ members, of whom ______, constituting a quorum, were present at a meeting duly and regularly called, notice, convened and held this date __ May 2021, and that the foregoing Special Resolution was duly adopted at said meeting by the affirmative vote of ____ members, and opposed by ____ members, and that said Special Resolution has been duly recorded in the Minute Book and is in full force and effect.
34 Proxies
(1) A member may appoint another member as his or her proxy to vote and speak on his or her behalf at a general meeting other than at a disciplinary appeal meeting.
(2) The appointment of a proxy must be in writing and signed by the member making the appointment.
(3) The member appointing the proxy may give specific directions as to how the proxy is to vote on his or her behalf, otherwise the proxy may vote on behalf of the member in any matter as he or she sees fit.
(4) If the Committee has approved a form for the appointment of a proxy, the member may use any other form that clearly identifies the person appointed as the member's proxy and that has been signed by the member.
(5) Notice of a general meeting given to a member under rule 33 must—
(a) state that the member may appoint another member as a proxy for the meeting; and
(b) include a copy of any form that the Committee has approved for the appointment of a proxy.
(6) A form appointing a proxy must be given to the Chairperson of the meeting before or at the commencement of the meeting.
(7) A form appointing a proxy sent by post or electronically is of no effect unless it is received by the Association no later than 24 hours before the commencement of the meeting.
35 Use of technology
(1) A member not physically present at a general meeting may be permitted to participate in the meeting by the use of technology that allows that member and the members present at the meeting to clearly and simultaneously communicate with each other.
(2) For the purposes of this Part, a member participating in a general meeting as permitted under subrule (1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.
