Circular – 2 October 2019

C12/19

Concord District RSL sub-Branch

Dear sub-Branch Honorary Secretary,

The Board of RSL NSW has asked that each sub-Branch be issued this circular to provide background information on the circumstances which led to the closure of the Concord District RSL sub-Branch and the transfer of its property to ANZAC House.

In August 2018, the then State Council became aware that the Concord District RSL sub-Branch had loaned charitable monies to Concord RSL & Community Club Ltd. The loan was unsecured and made without the prior written consent required under the Constitution of RSL NSW. The sub-Branch was the owner of the property on which the Club operated, and some office holders of the sub-Branch were also directors on the Club board. For many years, there had been no formal lease in place between the sub-Branch and the Club. The Club had occupied the premises on the basis of a monthly tenancy.

In September 2018, State Council resolved to direct the executive and trustees of the sub-Branch to remedy this issue by recovering the monies loaned to the Club. Unfortunately, the monies were not recovered and in order to protect the assets of the sub-Branch, State Council exercised its rights under the constitution and removed the office holders under the provision of clause 10.2(c) of the constitution.

The State Secretary and Company Secretary of RSL NSW were appointed to administer the sub-Branch until such time as an election could be held to fill the vacancies created by the removal of the office holders. A meeting of members was called in December 2018 to try and appoint new trustees and office holders for the sub-Branch. Six sub-Branch members attended the meeting, however, there were no nominations from the members of the sub-Branch to fill the vacant positions. As a result, the Charter was withdrawn, the remaining members were transferred to the unattached list and the sub-Branch closed on 25 January 2019. The members of the sub-Branch were kept up to date with developments at all times.

As per clause 38.2 of the constitution the assets of the closed sub-Branch vest in RSL NSW and, after some negotiation with the former trustees of the sub-Branch, the property was transferred to ANZAC House.

The Concord RSL and Community Club Ltd was subsequently placed into voluntary administration by the Club’s board and then ceased trading in June this year. All decisions made in regard to the viability of the Club and the decision to place it into voluntary administration were made by the Club’s board and not RSL NSW.

When the Club ceased to operate, RSL NSW released a statement that it does not intend to develop the property at Concord but is considering options for a sale of the premises. The property is currently vacant and RSL NSW is maintaining the property, having taken the necessary steps to protect the memorial attached to the Club from potential vandalism.

RSL NSW regrets that the circumstances outlined above have led to the closure of a 97-year-old sub-Branch.

What this situation highlights however is the importance of sub-Branch office holders, trustees and members ensuring that they understand the need to properly manage conflicts of interest, their obligations to protect and apply charitable monies in furtherance of our charitable objects, and their duty to operate within both our constitution and the requirements of the Australian Charities and Not-for-profits Commission (ACNC). Failure to do so can have serious consequences for sub-Branches and individuals—both as members of the League and as responsible persons charged with legal obligations in managing a charity. The exposure of office holders who make incorrect decisions can have real financial consequences for those individuals.

If a sub-Branch or an individual member has any doubts about the correct way to proceed with any sub-Branch activities for which they are responsible, or concerns about how to comply with their legal obligations, please contact the Support Unit at support@rslnsw.org.au or 1300 679 775 so we can provide you with guidance.

 

Regards,

Jeff O’Brien

State Secretary

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