At the previous AGM, held on Friday 12th December we passed a motion stating that The Armidale Club Board would initiate proceedings to disband the club and cease trading as a commercial entity. In doing so, the club membership authorised the board to determine the appropriate processes and schedule for ceasing operations and disposal of all assets, provided all efforts are made to honour the Club’s liabilities.
With the assistance of our volunteer team we were able to continue trading on a limited basis until the end of January 2015. During that time we were able to keep our head above water but were unable to significantly reduce our trading debt. The prospect of liquidation became increasingly imminent. This was indeed a difficult time for the Board and members alike as we struggled to come to terms with the prospect that our beloved Club was facing imminent closure. Indeed this was especially difficult for the board, staff and volunteers of the previous 6 months who had put in such a stellar effort to keep the venue open.
At this point, we were approached by a group of individuals who have a wealth of business and hospitality skills and are prepared to take over the Club (and its incumbent debt) and re-invigorate the venue to a standard that all our patrons would expect. In the first instance they are involved with a much-needed major re-furbishment of the interior; secondly they will re-engage a new team to oversee a vastly improved operating model.
The new team are very keen to keep the original “ethos” of The Armidale Club, not only with the hosting of local and touring bands and performing arts, but also with the history and memorabilia associated with “The Armidale Musicians Club” that operated within the club premises for so many years in the late 90’s up until the present time.
The Armidale Club Limited will, for the time being, remain as a Registered Club and the new consortium will purely and simply take over from the current Board. Ultimately they will seek an independent (Hotel) licence and the entity of The Armidale Club Limited as a Registered Club will be replaced by an individual business.
The Board feels very strongly that this is the only operating model that will offer the potential of any long-term viability.
The Board of The Armidale Club Limited are calling an Extraordinary General Meeting, to be held on Wed 8th April at 6:30 pm at the newly refurbished club house. Attached to this report is an Agenda, including various legally required Motions that we are asking members to consider.
In previous communications I urged our members to “use it or lose it” with regard to club patronage and I will yet again impress on you the importance of utilising this wonderful facility to the maximum. With the new refurbishment and food services in place, I am sure you will continue to find The Armidale Club the best venue in town. We will be operating for fewer hours, but will require maximum patronage during these hours.
Jon Anderson – President
NOTICE OF MEETING & AGENDA
Extraordinary General Meeting – The Armidale Club
8th April 2015 at 6.30pm
To be held at The Armidale Club
Note: For the Information of Current financial members only
- Meeting commencement and record of attendees / apologies
- Declarations of interest
- President’s Report
- Motions to the meeting
That the club membership accept the President’s Report.
That, as an alternative to the resolution carried from Motion 3 at the Annual General Meeting of The Armidale Club Limited (hereafter “Club”), the Board be authorised to consider any proposals for the restructuring of the business, property and affairs of the Club including, but not limited to, an informal restructuring process or a voluntary administration rather than a winding up (“restructuring process”);
That, in order to facilitate the restructuring process, and pursuant to section 246B of the Corporations Act 2001 (Cth) (“Act”), the rights and/or privileges of members of the Club as provided by the Memorandum & Articles of Association, any By-Laws thereunder and the Act be held in abeyance until the earlier of the Board (or an administrator of the Club) calling either an extraordinary general meeting of the Club or its Annual General Meeting for 2015;
That Article 51 of the Club’s Articles of Association regarding “Notices” be amended by adding after “registered address” where it first appears the words “or by email to the email address he or she has nominated to the Club” and by adding at the end of the first paragraph: “Where a member is notified by email, notice shall be deemed to have been effected on the day the email is sent to that email address by the Club.”
That existing memberships that are due to expire in June 2015 be extended for a further 12 months or until the Club ceases trading as a registered club and that new memberships can be accepted.
That The Armidale Trust Foundation that was established in is 2013 to be wound up [As per Clause 17 of the deed of trust] and the funds available from that trust are consolidated into the operating revenue of the Armidale Club Limited for the ongoing continuance of the clubs operation.
- Close Meeting