APYAC RULE CHANGES
General Meeting – 6th August 2025
At our General Meeting on August 6th 2025 we will be holding a Special Resolution to adopt new rules of the club. There will be four changes to the existing rules:
- The purpose of the Club will be updated to fit our modern activities.
- We will introduce Honorary Life Members as a category specifically to include the wives and partners of Life Members who have passed-away.
- Specifying that the income and property of the Club is to be applied solely towards the promotion of the purposes of the Club.
- Setting-out what happens if the Club ever gets wound up, that the assets will not be distributed to the members but to another organisation undergoing similar activities as ours, AND
- Explaining the decision process for that, if it is not undertaken by members, it will be undertaken by the Supreme Court of Victoria.
The Resolution was passed at the last Committee Meeting (1st July) and members officially advised at the July General Meeting.
Members were emailed with the resolution and the rule changes for their perusal on the 15th July, allowing 21 clear days before the Special Resolution General Meeting vote, in accordance with Consumer Affairs Victoria regulations.
We urge Members to come to the August General Meeting. Voting will only take a few minutes but it is important. It will help our tax status in years ahead. There is a detailed memorandum below which explains the changes.
In 1909 the founding fathers would’ve had no idea that 115 years later we would be building shellfish reefs, it’s only fitting that we update our purpose. Here is a thumbnail list of what we would like to propose:
PURPOSE
The purpose of the club is to provide a vibrant and supportive community for its members through the following commitments:
- Supporting and promoting recreational fishing.
- Focusing on sustainable practices and fish habitat restoration.
- Providing a welcoming and social environment for members and their guests.
- Storage maintenance and restoration of small craft and fishing kayaks.
- Providing a space for private functions, assisting local volunteer groups, other fishing clubs, and the community.
- Fostering a sense of community amongst members.
- Preserving the Club’s rich history dating back to 1909.
- Contributing to the broader community.
- Acquiring and holding any property or easement rights, or privileges which the Club thinks should be used in connection with the Club.
- Maintaining and altering any buildings or works as necessary.
- Raising money by entrance fee subscriptions or other payments payable by members, and to grant any rights and privileges to subscribers.
- Investing, or dealing with moneys of the Club.
- Making donations as necessary, and
- To do other such lawful things that are conducive to the attainment of the above objects.
Albert Park Yachting and Angling Club Incorporated
ABN 48 211 855 146 – REGISTRATION NUMBER A0008019J
Explanatory Memorandum for Proposed New Rules
At the General Meeting of the Club to be held on Wednesday 6th August at 7 p.m., members will be asked to consider a Special Resolution to adopt new Rules, to replace the existing Rules of the Club (existing Rules).
This Explanatory Memorandum is to assist members to understand the proposed new Rules and why it is appropriate to adopt them. Members who wish to review the proposed new Rules can inspect them on request via email to Secretary@apyac.org.au.
The Club’s lawyers have advised that the Club should adopt the new Rules, to replace the existing Rules, in order to comply with the taxation reporting requirements for not-for-profit organisations to be eligible to complete a not-for-profit self-review, exempting the Club from the requirement to lodge income tax returns.
A summary of the changes in the proposed new Rules is set out below. The new provisions reflect the requirements of various pieces of legislation and industry best practice which impact on the Club.
2. PURPOSE
A. Rule 2.1 has been amended to update the objects for which the Club was established. These objects recognise the Club’s core values and purpose, and have been updated to include our current activities, including shellfish reef restoration, history, boat hire etc
B. The common law states that the objects of a company are to be read broadly and not strictly so as to limit the activities the company can engage in. In this regard, the final object is “To do all such other lawful things that are incidental or conducive to the attainment of the above objects or any of them”.
5. CATEGORIES OF MEMBERS
C. Rule 5.1 (K) introduces Honorary Life Members
D. Rule 5.7 (viii) ‘Upon the death of a Life Member, the surviving spouse or partner may be offered Honorary Life Membership at the invitation and at the discretion of the Committee.’
[We figure that Life Members give so much to the Club, their other halves having been closely involved in everything to do with the Club, it’s only fair to keep the relationship going after the Life Member dies.]
E. 5.13. Honorary Life Member
(a) Honorary Life Members shall be eligible to exercise all the rights and privileges of a Full Member of the Club.
(b) An Honorary Life Member shall be relieved of the requirement to pay the annual subscription, but shall not be relieved of any other financial obligation to the Club.
[Yes, their Vote counts, and Yes they have to pay their Club Levy.]
F. 5.14 The paragraph ‘Membership not Transferable’ is renumbered.
36. APPLICATION OF FUNDS
H. 36.8 The income and property of the Club shall be applied solely towards the promotion of the objects of the Club as set forth in these Rules. No portion of the income or property of the Club shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to the members of the Club. Nothing in this rule shall prevent the payment:
(a) in good faith of reasonable and proper remuneration to any employed officer or other employee of the Club; or,
(b) in good faith of reasonable and proper remuneration to any member of the Club in return for services actually rendered.
[This paragraph was added to limit the income and property of the Club to being applied solely towards the promotion of the objects of the Club.]
39.2 WINDING-UP
I. 39.2 If, after satisfaction of all of the Club’s debts and liabilities, any property whatsoever remains, that property shall:
(a) not be transferred, paid to or distributed among the members;
(b) be given to some other association or associations having objects similar to the objects of the Club and which prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Club.
[On the winding-up of the Club, if there remains any assets (after the satisfaction of all debts and liabilities), those assets shall not be distributed among the members, but shall be given to an organisation which has similar objects to our Club, and which prohibits the distribution of the assets to its members to at least the same extent as our Club.]
J. 39.3 The association or associations referred to in rule 39.2(b) shall be determined by:
(a) the members of the Club in general meeting (by ordinary resolution) at or before the time of dissolution; or in default thereof,
(b) the Supreme Court of Victoria, in accordance with the Act.
[This means that the decision as to which organisation the Club will give the assets to shall be decided by the Club’s members, by ordinary resolution; or the Supreme Court.]
This summary is intended to provide members with sufficient background and information to enable them to make an informed decision in relation to the proposed special resolution to adopt the new Constitution.
However, there may be matters about which members may have questions not covered by this Memorandum. In those circumstances, they are invited to raise their questions with the Secretary who, if necessary, will obtain advice from the Club’s lawyers to pass back to the member.
The Committee considers the proposed new Rules as being necessary to ensure the Club remains eligible for the not-for-profit self-review, and it recommends that members vote in favour of the Special Resolution. To be passed, the Special Resolution will need votes from not less than three-quarters (75%) of those members who, being eligible to do so, vote in person at the meeting.
Dated: Tuesday, 24th June 2025
James Nixon
Secretary
(Electronic signature affixed)
