Our Publications

A Club’s Constitution

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This article appeared in the June 2018 issue of Club Life. I have written previously about the importance of boards and management regularly reviewing their club’s constitution, to ensure that it is up to date with current legal requirements, and also to ensure that it reflects good corporate practice. As many clubs hold their Annual (Read More…)

Avoiding the risk of personal liability as a Club director

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This article appeared in the May 2018 issue of Club Life. Last issue we wrote about a case, Mansfield v Townend [2017] NSWDC 370, in which a liquidator commenced proceedings against a club director for approximately $190,000 worth of debt incurred whilst the Club was trading insolvent. In that instance, the director was extremely fortunate. (Read More…)

Can a “social” director be personally liable for insolvent trading?

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This article appeared in the March 2018 issue of Club Life. Some clubs struggle to find experienced directors and, in some cases, members have volunteered to “help out” their club by agreeing to be a director without appreciating the full scope of their responsibilities, and potential liability for not carrying out those responsibilities. It certainly (Read More…)

Relocating your gaming room

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This article appeared in the February 2018 issue of Club Life. Clubs undertaking renovations to their premises need to consider the requirements of the Gaming Machines Act if the renovations involve a temporary or permanent relocation of the club’s gaming room. Moving a gaming room will require the club to apply for the approval of (Read More…)

Consistent Inconsistencies

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This article appeared in the December 2017 issue of Club Life. In the age of Google and Wikipedia there is a growing view that information and answers should be easy and instant and we all should be able to do everything ourselves. We are all guilty of it, the other day my dishwasher filled with (Read More…)

When has a director vacated office?

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This article appeared in the November 2017 issue of Club Life. In last month’s column I dealt with the uncertainty which clubs face from time to time in relation to whether a director has vacated his or her office by focusing on directors who fail to attend board meetings. This month I want to talk (Read More…)

When is Estrangement Disentitling Conduct?

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The issue of what amounts to disentitling conduct in the case of an estranged parent and an adult child was recently discussed in Larkin v Leech-Larkin [2017] NSWSC 1418. Wilma Leech-Larkin (“Wilma”) died in February 2015 at the age of 88.  Wilma had four surviving sons from her former marriage to Barnett Larkin.  In March (Read More…)

When has a director vacated office?

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This article appeared in the September 2017 issue of Club Life. A few years ago, we wrote about the uncertainty which clubs face from time to time in relation to whether a director has vacated his or her office.  I was recently asked about this issue and it prompted me to write about it again. (Read More…)

Is a club allowed to advertise its gaming machines to members?

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This article appeared in the August 2017 issue of Club Life. The Club Law article published in August 2015 considered some of the risks for clubs relating to gaming machine advertising. This included a brief consideration of the limited circumstances in which a club may send promotional material containing gaming machine advertising to a member (Read More…)

All About AGMs

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This article appeared in the July 2017 issue of Club Life. With another round of Annual General Meetings (AGMs) coming up in August through to November, I thought it timely to write about some of the questions I often get asked concerning AGMs. When does a club have to hold an AGM? The 90 plus (Read More…)

Club secretaries and the law

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This article appeared in the June 2017 issue of Club Life. In a recent decision, the Independent Liquor and Gaming Authority (ILGA Board) considered some of the important requirements under the Registered Clubs Act in relation to a club secretary. If these requirements are not complied with by a club or its secretary, the ILGA (Read More…)

Managing Bad Debtors

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With whom are you contracting? An essential and sometimes overlooked aspect of commercial relationships with clients or customers is identifying exactly who the client or customer is. A person or a company may register a business name under which the person or company trades. However, a business name is simply a name and not a (Read More…)

Debt recovery and unfair preferences

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What are unfair preferences? An unfair preference is defined in section 588FA of the Corporations Act 2001 (Cth) as a transaction between a company and a creditor which results in the creditor receiving from the company, in respect of an unsecured debt that the company owes to the creditor, more than the creditor would receive (Read More…)

Protecting small business against unfair contracts

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It is estimated that there are 2.1 million small businesses in Australia.  ACCC research estimates that those businesses are offered about 8 “standard form contracts” each year.  For the most part, those contracts are offered to the small businesses on a “take it or leave it” basis. Even if there was an opportunity for a (Read More…)

No Waiver Clauses

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This article appeared in the May 2017 issue of Club Life. I recently wrote about “Entire Agreement” clauses, a common clause found in the types of commercial agreements entered into by clubs. This article considers another common clause in commercial agreements – the “No Waiver” clause. Waiver of Rights No Waiver clauses are relevant when (Read More…)

The humble charge – getting security for debts

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For any business, getting some form of security from debtors is best practice but it can be difficult and is not always practical. However, business owners who extend a large amount of credit as part of their sales process are putting the viability of their businesses at risk if they do so without having some (Read More…)

Bankruptcy Notices – to issue or not to issue?

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Quick overview A judgment creditor is not obliged to exhaust the conventional means of debt enforcement before applying for a bankruptcy notice. However, judgment creditors should exercise caution before serving a bankruptcy notice, as the judgment debtor may have grounds to have the bankruptcy notice set aside. Bankruptcy notices It is not uncommon for a (Read More…)

Discretionary Trusts

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In Death and Taxes: Tax-effective Estate Planning (6th ed., 2014), the authors state at [2 215]: “Statutory law reform and judicial decisions in recent years have eroded the protection provided by an inter vivos trust for assets from creditors or other action.” Is this accurate? Some recent case law suggests to the contrary. Why use discretionary trusts? Discretionary trusts (Read More…)

Getting Your Contract Right

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This article appeared in the April 2017 issue of Club Life. A club, like any other commercial enterprise, will be involved in many commercial relationships and transactions in the course of its operations. These commercial arrangements will more than likely be regulated by a contract between the club and the other party – it may (Read More…)

Constitutional Change

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This article appeared in the March 2017 issue of Club Life. All clubs that are public companies (and over 90% are) must have a constitution and all clubs that are co-operatives must have a set of rules. Both documents govern the internal management of the club and are a club’s most important document. So what (Read More…)

Contracting out the Club’s Catering

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This article appeared in the February 2017 issue of Club Life. It goes without saying that there is an increasing focus on the type and quality of food offered by clubs.  The decision on how to best provide the right food at the right price is clearly a very important one.  What it comes down (Read More…)

But our club is not looking at an amalgamation

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This article appeared in the December 2016 issue of Club Life. In my view, even if a club is not specifically looking at an amalgamation it is important for all clubs to understand what an amalgamation is, the processes behind an amalgamation and the benefits to be derived from being prepared. Clubs have to be (Read More…)

“Money makes the world go around, the world go around, the world go around”

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This article appeared in the November 2016 issue of Club Life. Good financial management and planning are crucial to any successful enterprise, including registered clubs. Having a good understanding of financial matters and being more financially literate will greatly assist directors in developing, managing and monitoring a good financial plan. In its review into the (Read More…)

Construction Contracts

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This article appeared in the October 2016 issue of Club Life. Clubs considering a possible development and entering into a construction contract should engage solicitors with experience in both clubs law and construction law to prepare and review the proposed contract and provide advice on the proposed development and the contract generally. The interrelationship between (Read More…)

Is Your Caterer Covered?

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This article appeared in the September 2016 issue of Club Life. So the club has decided to contract out its catering operations. You are about to seek tenders to source the right caterer for your club. During discussions at a board meeting one of the directors says, “We should ask the club’s solicitor if we (Read More…)

Don’t take a punt when buying and selling Gaming Machine Entitlements

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There are many factors that contribute to a good club, ranging from the board’s strategic planning to the employees’ customer service. However, for many clubs a key driver of success is gaming. To ensure that clubs provide a competitive offering many clubs invest in new equipment, promotions and, if possible, the purchase of more gaming (Read More…)

Good Drinks, Good Gaming… Bad Food?

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This article appeared in the July 2016 issue of Club Life. Good quality food is a must in any successful club and as catering is a specialised skill, many clubs outsource catering to an external caterer. One of the key ingredients to any successful arrangement with an external caterer is a comprehensive agreement that deals (Read More…)

Does a director’s resignation need to be in writing?

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This article appeared in the June 2016 issue of Club Director It’s such a simple question. Unfortunately, the answer will depend on what is said, what a Club’s constitution provides and what occurs after the resignation. Being a director of a club sometimes means having robust debates with your colleagues. So what happens if a (Read More…)

What’s your agenda?

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This article appeared in the June 2016 issue of Club Life. With clubs beginning to prepare for their upcoming Annual General Meetings (AGM), I am looking forward to the enjoyable task of double checking and settling dozens of notices of general meetings and notices of special resolutions for clubs all across NSW. In a few (Read More…)

My wife works at the Club, why can’t she vote on my behalf at the AGM?

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This article appeared in the May 2016 issue of Club Life. Recently, an elderly gentleman wanted to vote at a general meeting of a Club but was not able to attend on the day. He asked firstly whether he could send a letter to the Club with his vote or, alternatively, whether his wife who (Read More…)