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This is a Bill, not an Act. For current law, see the Acts databases.
New South Wales
Australian Jockey and Sydney Turf
Clubs Merger Bill 2010
Contents
Page
Part 1 Preliminary
1 Name of Act 2
2 Commencement 2
3 Objects of Act 2
4 Interpretation 2
5 Mandatory corporate governance provisions 5
Part 2 Merger of AJC and STC
Division 1 Establishment of merged racing club
6 Inclusion of mandatory corporate governance provisions in
constitution of proposed merged racing club 6
7 Financial arrangements for racecourse improvements 6
8 Recognition of merger 7
9 Alteration of mandatory corporate governance provisions of
merged racing club constitution 8
b2010-099-94.d10
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Contents
Page
10 Appointment of directors of merged racing club 8
Division 2 Transfer of business undertakings and
employees of AJC and STC to merged
racing club
11 Operation of Division 12
12 Interpretation 12
13 Vesting of assets in merged racing club 14
14 Transfer of transferable regulatory authorisations 14
15 Transferable rights and liabilities become those of merged
racing club 15
16 Updating of certain references to AJC or STC and transfer
of contractual rights and obligations 16
17 Proceedings against AJC or STC may be taken against
merged racing club 16
18 Acts or omissions of AJC or STC taken to be those of
merged racing club 17
19 Assets, rights and liabilities outside of the State 17
20 Cessation of certain personal rights and liabilities of officers
of AJC or STC 19
21 Potential entitlements and obligations also transferred 19
22 Employees of AJC or STC become employees of merged
racing club 19
23 Sale or disposal of racing infrastructure of racecourses
prohibited during 10-year moratorium period 20
24 Status of AJC and STC on and after merger finalisation day 21
25 Certification to registration authorities 22
26 No compensation payable 22
27 Confirmation of operation of this Division 22
Part 3 Operation of Randwick Racecourse and other
racecourses
Division 1 Functions of merged racing club in relation
to Randwick Racecourse
28 Merged racing club has functions while lessee 24
29 Functions of merged racing club in relation to Randwick
Racecourse 24
30 Use of Randwick Racecourse for additional activities 24
31 Maintenance and erection of buildings and improvements 24
Division 2 Leasing of Randwick Racecourse
32 Appointment of trustees 25
33 Further lease of Randwick Racecourse 25
34 Authorisation of matters relating to leases over Randwick
Racecourse 26
Contents page 2
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Contents
Page
Division 3 Use of racecourses operated by merged
racing club
35 Application of Division 26
36 By-laws 27
37 Exclusion of persons from applicable racecourse 27
38 Trespass on applicable racecourse 28
Part 4 Miscellaneous
39 Existing clubs legislation ceases to have effect on merger
finalisation day 29
40 Relationship of Act with other racing legislation 29
41 Act to bind State and other jurisdictions 29
42 Extraterritorial operation of Act 29
43 Effect of this Act on contracts, instruments and related
matters 30
44 Displacement and exclusion of Corporations legislation 30
45 Exemption from State tax 31
46 Giving or service of documents 32
47 Regulations 32
48 Nature of proceedings for offences 32
49 Review of Act 33
Schedule 1 Mandatory corporate governance provisions 34
Schedule 2 Savings, transitional and other provisions 44
Schedule 3 Amendment of Acts and statutory instruments 46
Contents page 3
New South Wales
Australian Jockey and Sydney Turf
Clubs Merger Bill 2010
No , 2010
A Bill for
An Act to facilitate the merger of Australian Jockey Club Limited and the Sydney
Turf Club; to make continuing provision in relation to the operation of Randwick
Racecourse and certain other racecourses; and for other purposes.
See also the Totalizator Amendment Bill 2010.
Clause 1 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 1 Preliminary
The Legislature of New South Wales enacts: 1
Part 1 Preliminary 2
1 Name of Act 3
This Act is the Australian Jockey and Sydney Turf Clubs Merger 4
Act 2010. 5
2 Commencement 6
(1) This Act commences on the date of assent to this Act, except as 7
provided by this section. 8
(2) Schedule 3 commences on a day or days to be appointed by 9
proclamation. 10
(3) A day may not be appointed for the commencement of a provision of 11
Schedule 3 that is earlier than the merger finalisation day. 12
3 Objects of Act 13
The objects of this Act are as follows: 14
(a) to facilitate the merger of the AJC and the STC into a new racing 15
club incorporated under the Corporations Act (including by 16
making provision for the transfer of certain assets, rights and 17
liabilities and employees to the merged racing club), 18
(b) to make provision in relation to the corporate governance of the 19
merged racing club, 20
(c) to provide for the functions of the merged racing club in relation 21
to Randwick Racecourse and certain other racecourses, 22
(d) to provide for the granting of further leases over Randwick 23
Racecourse, 24
(e) to provide for the repeal of the Australian Jockey Club Act 2008 25
and the Sydney Turf Club Act 1943, 26
(f) to make provision for matters of a savings or transitional nature, 27
(g) to make consequential amendments to certain other Acts and 28
statutory instruments. 29
4 Interpretation 30
(1) Definitions 31
In this Act: 32
AJC means Australian Jockey Club Limited (ACN 130 406 852). 33
Page 2
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 4
Preliminary Part 1
assets means any legal or equitable estate or interest (whether present or 1
future, whether vested or contingent and whether personal or 2
assignable) in real or personal property of any description (including 3
money), and includes securities, choses in action and documents. 4
club rules means: 5
(a) in relation to the former AJC--the document entitled the 6
Constitutional Rules of the Australian Jockey Club, as in force 7
from time to time, and 8
(b) in relation to the AJC--the constitution of the company and any 9
other document issued by the AJC that contains rules concerning 10
membership of the company, as in force from time to time, and 11
(c) in relation to the STC--the regulations for the Sydney Turf Club 12
set out in the First Schedule to the Sydney Turf Club Act 1943, as 13
in force from time to time, and 14
(d) in relation to the merged racing club--the constitution of the club 15
and any other document issued by the club containing rules 16
concerning membership of the club, as in force from time to time. 17
company has the same meaning as it has in the Corporations Act. 18
constitution, in relation to the merged racing club or any other 19
company, has the same meaning as constitution of a company has in the 20
Corporations Act. 21
Corporations Act means the Corporations Act 2001 of the 22
Commonwealth. 23
exercise a function includes perform a duty. 24
former AJC means the club that was known as the Australian Jockey 25
Club as referred to in the repealed Australian Jockey Club Act 1873. 26
function includes a power, authority or duty. 27
general law means the common law and equity (as modified from time 28
to time by legislation). 29
instrument means an instrument (other than this Act or an instrument 30
made under this Act) or any other document that creates, modifies or 31
extinguishes rights or liabilities (or would do so if lodged, filed or 32
registered in accordance with any law), and includes any judgment, 33
order, process or other instrument issued by a court or tribunal. 34
legislation includes: 35
(a) any statute of a legislature (whether enacted or made in Australia 36
or elsewhere), and 37
(b) any proclamation, regulation, rule, by-law, order or any other 38
kind of subordinate legislation (however described) made under 39
the authority of a statute of a legislature (whether enacted or 40
made in Australia or elsewhere). 41
Page 3
Clause 4 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 1 Preliminary
liabilities means any liabilities, debts or obligations (whether present or 1
future, whether vested or contingent and whether personal or 2
assignable). 3
mandatory corporate governance provisions--see section 5. 4
merged racing club means a company that is declared to be the merged 5
racing club for the purposes of this Act by an order made by the Minister 6
under section 8, and includes its successors and permitted assigns. 7
merger finalisation day means the day specified as the merger 8
finalisation day for the purposes of this Act by an order made by the 9
Minister under section 8. 10
modification includes addition, exception, omission or substitution. 11
previous club means any of the following: 12
(a) the former AJC, 13
(b) the AJC, 14
(c) the STC. 15
power includes an authority. 16
racecourse has the same meaning as it has in the Racing Administration 17
Act 1998. 18
Randwick Racecourse means: 19
(a) the land comprised in Certificate of Title Folio Identifier 20
1/130234, and 21
(b) the land comprised in Certificate of Title Folio Identifier 22
1642/752011, and 23
(c) the land comprised in Certificate of Title Folio Identifier 24
1588/752011, 25
and includes any buildings, structures, fixtures, fittings and other 26
improvements on that land. 27
Randwick Racecourse lease means any of the following: 28
(a) any lease of Randwick Racecourse granted to the merged racing 29
club by the Randwick Racecourse trustees under section 33, 30
(b) any lease of Randwick Racecourse granted to the AJC under 31
section 10 of the Australian Jockey Club Act 2008 that, by 32
operation of Division 2 of Part 2, is vested in the merged racing 33
club. 34
Randwick Racecourse trustees means the trustees for the time being of 35
Randwick Racecourse. 36
regulatory authorisation means any licence, permit, consent, 37
entitlement, accreditation or other authority under State legislation. 38
Page 4
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 5
Preliminary Part 1
rights means any rights, powers, privileges or immunities (whether 1
present or future, whether vested or contingent and whether personal or 2
assignable). 3
State legislation means any legislation of the State. 4
STC means the Sydney Turf Club incorporated under the Sydney Turf 5
Club Act 1943. 6
the State means New South Wales. 7
(2) When events or other things occur 8
If this Act provides for an event or other thing to occur on a particular 9
day, that event or thing is taken to occur at the beginning of that day. 10
(3) Notes 11
Notes included in this Act do not form part of this Act. 12
5 Mandatory corporate governance provisions 13
(1) For the purposes of this Act: 14
(a) the mandatory corporate governance provisions are the 15
provisions set out in Schedule 1, and 16
(b) the constitution of a company includes the mandatory corporate 17
governance provisions if the constitution of the company 18
includes provisions in the same terms as, or to the effect of, the 19
mandatory corporate governance provisions. 20
(2) The constitution of a company does not cease to include the mandatory 21
corporate governance provisions merely because it includes additional 22
provisions, so long as those additional provisions are not inconsistent 23
with the mandatory corporate governance provisions. 24
(3) An alteration of the constitution of a company including the mandatory 25
corporate governance provisions that omits or otherwise alters those 26
provisions does not result in the constitution ceasing to include the 27
mandatory corporate governance provisions if the Minister has 28
consented to the alteration under section 9. 29
(4) Any matter in Schedule 1 appearing in a note headed "Incorporation 30
instruction" does not form part of the mandatory corporate governance 31
provisions. Any matter inserted or omitted by reference to an 32
Incorporation instruction is a permitted change to the mandatory 33
corporate governance provisions. 34
Page 5
Clause 6 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 2 Merger of AJC and STC
Part 2 Merger of AJC and STC 1
Division 1 Establishment of merged racing club 2
6 Inclusion of mandatory corporate governance provisions in constitution 3
of proposed merged racing club 4
(1) The inclusion of the mandatory corporate governance provisions in the 5
constitution of a company that is being (or has been) established for the 6
purpose of becoming the merged racing club is specifically authorised. 7
(2) The merged racing club is specifically authorised to carry on its affairs 8
in accordance with the mandatory corporate governance provisions 9
included in its constitution. 10
(3) Nothing in this section limits the power of the merged racing club to 11
conduct its affairs in accordance with other provisions that it has 12
included in its constitution, so long as those other provisions are not 13
inconsistent with the mandatory corporate governance provisions 14
included in its constitution. 15
Note. See, in particular, section 5G (4) and (11) of the Corporations Act and the 16
declaration made in relation to this section by section 44 (1) of this Act. 17
7 Financial arrangements for racecourse improvements 18
(1) The Minister is authorised, on behalf of the State, to enter into an 19
arrangement with the relevant parties for the provision of financial 20
assistance for the purpose of making improvements to Randwick 21
Racecourse and Rosehill Gardens Racecourse. 22
(2) The following are specifically authorised by this Act for the purposes of 23
the Trade Practices Act 1974 of the Commonwealth and the 24
Competition Code of New South Wales: 25
(a) any arrangement entered into under subsection (1), 26
(b) the conduct of the Minister, any relevant party or any agent in 27
negotiating and entering into any such arrangement, 28
(c) the conduct of any party to the arrangement (including the 29
Minister) or any agent in giving effect to the arrangement. 30
(3) Anything authorised to be done by subsection (2) is authorised only to 31
the extent to which it would otherwise contravene Part IV of the Trade 32
Practices Act 1974 of the Commonwealth or the Competition Code of 33
New South Wales. 34
(4) In this section: 35
arrangement includes agreement and understanding. 36
Page 6
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 8
Merger of AJC and STC Part 2
giving effect to an arrangement includes: 1
(a) complying with any obligation under the arrangement, and 2
(b) exercising or enforcing any right or power under the 3
arrangement. 4
relevant parties means each of the following: 5
(a) Racing New South Wales, 6
(b) Tabcorp Limited (ACN 081 765 308), 7
(c) the merged racing club (or a company that the Minister 8
anticipates will be declared to be the merged racing club under 9
section 8). 10
Rosehill Gardens Racecourse means the racecourse known as Rosehill 11
Gardens Racecourse that was owned by the STC at the time this Act was 12
enacted, and includes: 13
(a) the Rosehill Gardens Event Centre, and 14
(b) any other buildings, structures, fixtures, fittings and other 15
improvements on the racecourse. 16
8 Recognition of merger 17
(1) The Minister may, by order published in the Gazette, declare a company 18
to be the merged racing club for the purposes of this Act. 19
(2) The Minister may make an order under subsection (1) in relation to a 20
company only if the following pre-conditions are met: 21
(a) the company is taken under section 119A of the Corporations Act 22
to be registered in the State, 23
(b) a copy of the constitution of the company has been provided to 24
the Minister, 25
(c) the Minister is satisfied that the constitution of the company 26
includes the mandatory corporate governance provisions. 27
(3) The Minister may specify a day as the merger finalisation day for the 28
purposes of this Act: 29
(a) in an order made under subsection (1), or 30
(b) by a subsequent order published in the Gazette. 31
(4) The day on which a declaration made by an order under subsection (1) 32
takes effect is the day on which the order is published in the Gazette or 33
such later day as may be specified in the order. 34
Page 7
Clause 9 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 2 Merger of AJC and STC
(5) The only limits on the jurisdiction of the Minister to make orders under 1
this section are: 2
(a) in relation to the making of an order under subsection (1)--that 3
the pre-conditions for the making of the order set out in 4
subsection (2) are met, and 5
(b) in relation to the making of an order under subsection (3) (b)-- 6
that an order under subsection (1) has previously been made. 7
(6) The making of an order under this section cannot be challenged, 8
reviewed or called into question in proceedings before any court or 9
tribunal except on the grounds that the making of the order exceeds the 10
jurisdictional limits specified by subsection (5) for the making of such 11
an order. 12
9 Alteration of mandatory corporate governance provisions of merged 13
racing club constitution 14
(1) An alteration to the constitution of the merged racing club that would 15
operate to omit or otherwise alter any of the mandatory corporate 16
governance provisions included in the constitution does not have effect 17
unless the Minister gives written consent to the alteration. 18
Note. See, in particular, section 5G (10) and (11) of the Corporations Act and 19
the declaration made in relation to this section by section 44 (1) of this Act. 20
(2) The Minister may not give consent to such an alteration unless the 21
Minister considers that the alteration does not result in the provisions of 22
the constitution of the merged racing club being inconsistent with the 23
mandatory corporate governance provisions. 24
10 Appointment of directors of merged racing club 25
(1) Appointment of independent and club appointed directors of first 26
board 27
The following bodies and person are specifically authorised to appoint 28
the 9 directors of the first board of the merged racing club as follows: 29
(a) the board of directors of the AJC is to appoint 3 of the directors, 30
(b) the board of directors of the STC is to appoint 3 of the directors, 31
(c) the Minister is to appoint 3 of the directors (the independent 32
directors) on the recommendation of a selection panel constituted 33
under this section (an appointments selection panel). 34
Note. See, in particular, section 5G (4) and (11) of the Corporations Act and the 35
declaration made in relation to this section by section 44 (1) of this Act. 36
Page 8
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 10
Merger of AJC and STC Part 2
(2) When appointing their 3 directors to the first board of the merged racing 1
club, the boards of directors of the AJC and STC are each to designate 2
in the instrument of appointment of one of their appointees that the 3
appointee is the club's short-term appointment. 4
Note. The short-term appointment of the boards of directors of the AJC or STC 5
will hold office for only 12 months while the other directors appointed by the 6
boards will hold office for 4 years. See clause 4 of the mandatory corporate 7
governance provisions for the merged racing club in Schedule 1. 8
(3) Appointment of replacement independent directors 9
The Minister is specifically authorised, on the recommendation of an 10
appointments selection panel, to appoint a person to replace an 11
independent director whenever the office of an independent director 12
becomes vacant. 13
(4) Persons not eligible to be appointed 14
A person is not eligible to be appointed as an independent director if the 15
person: 16
(a) is an employee of a race club or racing association, or 17
(b) is or was a member of the appointments selection panel 18
constituted to recommend the appointment, or 19
(c) is a member of the governing body of a race club or eligible 20
industry body (including a director of the AJC or STC), or 21
(d) holds a licence issued by Racing New South Wales or by a racing 22
association, or 23
(e) is registered by or with Greyhound Racing New South Wales 24
under the Greyhound Racing Act 2009 or Harness Racing New 25
South Wales under the Harness Racing Act 2009, or 26
(f) is currently, or during the previous 10 years has been, warned off, 27
disqualified or named on the Forfeit List under the Australian 28
Rules of Racing, or 29
(g) during the previous 10 years has been convicted in the State of an 30
offence that is punishable by imprisonment for 12 months or 31
more, or convicted elsewhere than in the State of an offence that, 32
if committed in the State, would be an offence so punishable, or 33
(h) is an undischarged bankrupt or is taking advantage of the laws in 34
force for the time being relating to bankruptcy, or 35
(i) is a mentally incapacitated person. 36
(5) Recommendations by appointments selection panel 37
The Minister is to constitute an appointments selection panel to 38
recommend persons for appointment as independent directors and to 39
recommend the terms of office of independent directors. 40
Page 9
Clause 10 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 2 Merger of AJC and STC
(6) An appointments selection panel: 1
(a) in the case of the appointment of an independent director to the 2
first board of the merged racing club--is to be constituted by the 3
following persons: 4
(i) a person nominated by the Chairperson of Racing New 5
South Wales, 6
(ii) a person nominated by the board of directors of the AJC, 7
(iii) a person nominated by the board of directors of the STC, 8
and 9
(b) in the case of the appointment of an independent director to 10
replace another independent director who has vacated office--is 11
to be constituted by the following persons: 12
(i) a person nominated by the Chairperson of Racing New 13
South Wales, 14
(ii) a director of the merged racing club nominated by the 15
board of directors of the club who is an independent 16
director, 17
(iii) a director of the merged racing club nominated by the 18
board of directors of the club who is not an independent 19
director. 20
(7) An appointments selection panel must recommend only the number of 21
persons required to be appointed (no more and no fewer) and, subject to 22
subsection (8), must recommend a term of office for each person 23
recommended. 24
(8) The term of office for an independent director that an appointments 25
selection panel may recommend is: 26
(a) in the case of an appointment to the first board of the merged 27
racing club--4 years, and 28
(b) in the case of an appointment to fill a casual vacancy--the 29
balance of the term of the independent director who is being 30
replaced, and 31
(c) in the case of any other appointment--such period as the panel 32
considers appropriate (being a period not exceeding 4 years). 33
(9) Selection criteria and probity checks 34
An appointments selection panel must not recommend a person for 35
appointment as an independent director unless the panel is satisfied that 36
the person has experience in a senior administrative role or experience 37
at a senior level in one or more of the fields of business, finance, law, 38
marketing, technology, commerce, regulatory administration or 39
regulatory enforcement. 40
Page 10
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 10
Merger of AJC and STC Part 2
(10) Before recommending a person for appointment as an independent 1
director, the appointments selection panel must conduct a probity check 2
of the person (with the level of scrutiny as determined by the Minister). 3
The Minister is to appoint a Probity Adviser to assist the selection panel 4
to conduct probity checks. 5
(11) An appointments selection panel is to choose between candidates for 6
recommendation for appointment as an independent director on the 7
basis of merit, with merit to be determined on the basis of a candidate's 8
abilities, qualifications, experience and personal qualities that are 9
relevant to the performance of the duties of a director of the merged 10
racing club. 11
(12) Appointments before company declared to be merged racing club 12
Any function conferred or imposed by or under this section in relation 13
to the appointment of directors to the first board of the merged racing 14
club may be exercised even if at the time the function is exercised no 15
company has been formed for the purposes of being declared to be, or 16
no company has been declared to be, the merged racing club under 17
section 8. Any function so exercised is to be taken to have been duly 18
exercised for the purposes of this section and the mandatory corporate 19
governance provisions included in the constitution of a company. 20
(13) Independent directors who are members of race clubs to have 21
membership voting entitlements suspended 22
If a person who is appointed as an independent director is also a member 23
of a race club, the race club is specifically required to suspend the 24
person's voting entitlements as a member of the race club while the 25
person remains an independent director despite anything to the contrary 26
in the constitution or other membership rules of the club. 27
(14) Definitions 28
In this section: 29
Australian Rules of Racing has the same meaning as it has in the 30
Thoroughbred Racing Act 1996. 31
eligible industry body has the same meaning as it has in the 32
Thoroughbred Racing Act 1996. 33
race club has the same meaning as it has in the Thoroughbred Racing 34
Act 1996. 35
racing association has the same meaning as it has in the Thoroughbred 36
Racing Act 1996. 37
Page 11
Clause 11 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 2 Merger of AJC and STC
Division 2 Transfer of business undertakings and employees 1
of AJC and STC to merged racing club 2
11 Operation of Division 3
This Division operates, on and from the merger finalisation day, 4
specifically (and in accordance with the requirements of this Division): 5
(a) to transfer the transferable business undertakings and the 6
employees of the AJC and STC to the merged racing club, and 7
(b) to confer or impose other rights and liabilities on the merged 8
racing club and certain other persons in connection with the 9
transfer of the transferable business undertakings. 10
Note. See, in particular, section 5G (4), (5) and (11) of the Corporations Act and 11
the declaration made in relation to this Division by section 44 (1) of this Act. 12
12 Interpretation 13
(1) In this Division: 14
conduct includes any act or omission. 15
member means: 16
(a) in relation to the AJC--a member of the AJC under its club rules 17
and includes any person who was previously a member of the 18
former AJC under its club rules, and 19
(b) in relation to the STC--a member of the STC within the meaning 20
of the Sydney Turf Club Act 1943. 21
officer means: 22
(a) in relation to the AJC--a director or secretary of that company 23
within the meaning of the Corporations Act and includes any 24
person who was previously a Chairman of the Committee of the 25
former AJC or any other member of that Committee, and 26
(b) in relation to the STC--a director of the STC within the meaning 27
of the Sydney Turf Club Act 1943. 28
transferable assets means: 29
(a) all of the assets vested (whether absolutely or contingently or in 30
full or in part) in, or otherwise held by, the AJC immediately 31
before the merger finalisation day (including any lease of 32
Randwick Racecourse granted to the AJC under the Australian 33
Jockey Club Act 2008), and 34
(b) all of the assets vested (whether absolutely or contingently or in 35
full or in part) in, or otherwise held by, the STC immediately 36
before the merger finalisation day. 37
Page 12
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 12
Merger of AJC and STC Part 2
transferable business undertakings means all of the following: 1
(a) the transferable assets, 2
(b) the transferable rights, 3
(c) the transferable liabilities, 4
(d) the transferable regulatory authorisations. 5
transferable liabilities means all of the liabilities of the AJC and the 6
STC immediately before the merger finalisation day. 7
transferable regulatory authorisations means all regulatory 8
authorisations in force that are held by or on behalf of the AJC or STC 9
immediately before the merger finalisation day, including (without 10
limitation) each of the following: 11
(a) any licence held by or on behalf of the AJC or STC that is in force 12
under the Liquor Act 2007, 13
(b) any poker machine entitlements or licences held by or on behalf 14
of the AJC or STC under the Gaming Machines Act 2001, 15
(c) any licence held by or on behalf of the AJC or STC that is in force 16
under the Racing Administration Act 1998, 17
(d) any licence held by or on behalf of the AJC or STC that is in force 18
under the Totalizator Act 1997. 19
transferable rights means all of the rights of the AJC and the STC 20
immediately before the merger finalisation day. 21
(2) A reference in this Division to the Australian Jockey Club Act 2008 or 22
the Sydney Turf Club Act 1943 is a reference to that Act before it ceases 23
to have effect under section 39. 24
(3) A reference in this Division (however expressed) to the assets, rights or 25
liabilities of the AJC includes a reference to: 26
(a) any assets, rights or liabilities of the former AJC that became the 27
assets, rights or liabilities of the AJC by virtue of the operation of 28
Part 3 of the Australian Jockey Club Act 2008 (including any 29
assets, rights or liabilities vested in or held by, or exercisable by 30
or against, an officer of the former AJC and to which section 23 31
of that Act applied immediately before the merger finalisation 32
day), and 33
(b) any potential assets, rights or liabilities of the former AJC that 34
would have become the assets, rights or liabilities of the AJC by 35
virtue of the operation of Part 3 of the Australian Jockey Club Act 36
2008 had that Part continued in force. 37
Page 13
Clause 13 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 2 Merger of AJC and STC
13 Vesting of assets in merged racing club 1
(1) The transferable assets vest in, and become the assets of, the merged 2
racing club by virtue of this section on the merger finalisation day: 3
(a) without the need for any further conveyance, transfer, assignment 4
or assurance, and 5
(b) free of any estate or interest that any member of the AJC or STC 6
may have had in the assets immediately before the merger 7
finalisation day by reason of being a member. 8
(2) Without limiting subsection (1), any lease of Randwick Racecourse 9
granted to the AJC under the Australian Jockey Club Act 2008 that is in 10
force immediately before the merger finalisation day vests in the 11
merged racing club as lessee on that day for the remainder of the period 12
of the lease (and subject to the same conditions and restrictions that 13
applied in relation to the lease immediately before that day) and without 14
the need for the consent of the Randwick Racecourse trustees. 15
(3) No attornment to the merged racing club by a lessee or sublessee from 16
the AJC or STC is required. 17
14 Transfer of transferable regulatory authorisations 18
(1) Each of the transferable regulatory authorisations (an original 19
regulatory authorisation) becomes a regulatory authorisation of the 20
merged racing club (the transferred regulatory authorisation) on the 21
merger finalisation day for the purposes of the State legislation under 22
which the original regulatory authorisation was issued (the relevant 23
State legislation). 24
(2) A transferred regulatory authorisation: 25
(a) has effect as if it had been issued to the merged racing club for 26
the remainder of the period (if any) for which the original 27
regulatory authorisation was issued, unless it is sooner cancelled, 28
forfeited, surrendered or otherwise ceases to have effect under 29
the relevant State legislation, and 30
(b) is subject to the same terms, conditions and endorsements as the 31
original regulatory authorisation until those terms, conditions or 32
endorsements are altered, varied or revoked in accordance with 33
the relevant State legislation. 34
(3) The provisions of the Registered Clubs Act 1976 and the Liquor Act 35
2007 (and of the regulations made under those Acts) apply in relation to 36
the merged racing club subject to the following modifications: 37
(a) the rules referred to in section 30 (1) (a) and (b) of the Registered 38
Clubs Act 1976 do not apply in relation to the merged racing club, 39
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Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 15
Merger of AJC and STC Part 2
(b) section 32 (1) of the Registered Clubs Act 1976 does not prevent 1
the club from having more than one secretary and, in particular, 2
from having one secretary approved under section 33 of that Act 3
for the purposes of that Act and a different secretary or chief 4
executive officer for the club in its capacity as a company, 5
(c) section 34 (3A) of the Registered Clubs Act 1976 does not 6
operate to make a person or the club guilty of an offence against 7
section 34 (2) of that Act if the person is acting as a secretary or 8
chief executive officer for the club in its capacity as a company 9
and another person has been approved as the secretary for the 10
club in its capacity as a registered club, 11
(d) section 66 (2) (a) of the Liquor Act 2007 is to be read as being 12
confined to the secretary of the club approved for the purposes of 13
the Registered Clubs Act 1976, 14
(e) such modifications as may be prescribed by the regulations 15
(being modifications that relate to the operation of this Division). 16
Note. Section 41J (Disposal by registered club of real property) of the 17
Registered Clubs Act 1976 has no operation in relation to the transfer of the 18
AJC's or STC's core property by operation of this Division because the disposal 19
has been effected by this Division rather than by the AJC or STC. 20
(4) The Minister is not to recommend the making of a regulation for the 21
purposes of subsection (3) (e) unless the Minister administering the Act 22
or regulations proposed to be modified has consented to the 23
modification concerned. 24
(5) The person or body (a regulatory body) that has the function under the 25
relevant State legislation of issuing regulatory authorisations of the 26
same kind as a transferred regulatory authorisation must, at the request 27
of the merged racing club, re-issue the transferred regulatory 28
authorisation in the name of the merged racing club (with substantially 29
the same terms, conditions and endorsements as the transferred 30
regulatory authorisation). 31
(6) No fee or charge is payable by the merged racing club to a regulatory 32
body for or in respect of the exercise of any function by the regulatory 33
body in connection with the transfer or re-issue of a regulatory 34
authorisation by operation of, or under, this section. 35
(7) In this section: 36
issued includes given. 37
15 Transferable rights and liabilities become those of merged racing club 38
(1) The transferable rights become, by virtue of this section, the rights of 39
the merged racing club on the merger finalisation day and may be 40
exercised without regard to any fetters on the exercise of those rights 41
Page 15
Clause 16 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 2 Merger of AJC and STC
that were enforceable by any member of the AJC or STC immediately 1
before the merger finalisation day by reason of being a member. 2
(2) The transferable liabilities become, by virtue of this section, the 3
liabilities of the merged racing club on the merger finalisation day. 4
(3) Without limiting subsection (2), any indemnity granted (or taken to 5
have been granted) by or on behalf of the AJC or STC to an officer of 6
the AJC or STC before the merger finalisation day with respect to 7
conduct in his or her capacity as such is enforceable against the merged 8
racing club on and from the merger finalisation day as if the merged 9
racing club had granted the indemnity. 10
16 Updating of certain references to AJC or STC and transfer of contractual 11
rights and obligations 12
(1) Subject to subsection (2) and the regulations, on and from the merger 13
finalisation day any reference in any instrument to the AJC, the STC or 14
an officer of the AJC or STC while acting on behalf of the AJC or STC 15
is (to the extent to which it relates to any part of the transferable 16
business undertakings) to be read as a reference to the merged racing 17
club. 18
(2) Subsection (1) does not apply in relation to any reference of the kind 19
referred to in that subsection in any Act or other statutory instrument 20
that is amended by Schedule 3. 21
(3) On and from the merger finalisation day (and without limiting 22
subsection (1) or sections 13, 15 and 20), the merged racing club is 23
entitled to the benefit and subject to the burden of, and is taken to be a 24
party to, any contract or arrangement in force immediately before the 25
merger finalisation day to which the AJC or STC was a party as if the 26
merged racing club were named in the contract or arrangement as a 27
party instead of the AJC or STC. 28
17 Proceedings against AJC or STC may be taken against merged racing 29
club 30
(1) All proceedings by or against the AJC or STC that: 31
(a) are pending immediately before the merger finalisation day, and 32
(b) relate to any part of the transferable business undertakings, 33
are taken on and from the merger finalisation day to be proceedings 34
pending by or against the merged racing club. 35
(2) Nothing in this Division renders defective any proceedings by or against 36
the AJC or the STC. 37
Page 16
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 18
Merger of AJC and STC Part 2
18 Acts or omissions of AJC or STC taken to be those of merged racing club 1
(1) Any act, matter or thing done or omitted to be done before the merger 2
finalisation day by, to or in respect of the AJC or STC in relation to any 3
part of the transferable business undertakings is (to the extent to which 4
that act, matter or thing has any force or effect) taken on and from the 5
merger finalisation day to have been done or omitted to be done by, to 6
or in respect of the merged racing club. 7
(2) Without limiting subsection (1), that subsection extends to any conduct 8
(whether unconscionable, misleading, deceptive or otherwise) of any 9
officer of the AJC or STC in his or her capacity as such. 10
19 Assets, rights and liabilities outside of the State 11
(1) If any asset that forms part of the transferable assets: 12
(a) is vested in or held by a relevant person under the law of an 13
external jurisdiction immediately before the merger finalisation 14
day, and 15
(b) does not, despite section 13, become the asset of the merged 16
racing club under the law of that jurisdiction, 17
the relevant person: 18
(c) subject to paragraph (d), holds the asset, for the purposes of the 19
law of the State, in trust for the sole benefit of the merged racing 20
club until such time as the asset becomes the asset of the merged 21
racing club under the law of the external jurisdiction or the trust 22
is otherwise terminated, and 23
(d) if it is possible for the relevant person to vest the asset in the 24
merged racing club under the law of that external jurisdiction by 25
effecting a conveyance, transfer, assignment or assurance and the 26
merged racing club directs it--must, in accordance with any such 27
direction, effect any such conveyance, transfer, assignment or 28
assurance. 29
Note. For example, paragraph (d) enables the merged racing club to direct that 30
the legal title to an asset be transferred to it as the beneficial owner of the asset. 31
(2) The trust created by subsection (1) (c) is to be treated, for all purposes, 32
as if it was a bare trust declared by the relevant person inter vivos. 33
Note. The general law relating to the law of trusts applies to the trust created by 34
subsection (1) (c). 35
(3) If any right that forms part of the transferable rights (being rights that 36
are not also part of the transferable assets): 37
(a) is exercisable by a relevant person under the law of an external 38
jurisdiction, and 39
Page 17
Clause 19 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 2 Merger of AJC and STC
(b) does not, despite section 15 (1), become a right of the merged 1
racing club on or after the merger finalisation day under the law 2
of that jurisdiction, 3
the relevant person (or any person entitled to exercise the right instead 4
of the relevant person) must exercise that right in accordance with any 5
directions given by the merged racing club from time to time. 6
(4) If any liability that forms part of the transferable liabilities: 7
(a) is a liability enforceable against a relevant person under the law 8
of an external jurisdiction, and 9
(b) does not, despite section 15 (2), become a liability of the merged 10
racing club on or after the merger finalisation day under the law 11
of that jurisdiction, 12
the relevant person (or, if the relevant person is deceased, the estate of 13
the person) is entitled to be indemnified by the merged racing club 14
against the liability. 15
(5) Any trust created by section 23 of the Australian Jockey Club Act 2008 16
in favour of the AJC continues in effect on and from the merger 17
finalisation day as if the trust were a bare trust declared by the officer of 18
the AJC concerned inter vivos for the sole benefit of the merged racing 19
club. 20
(6) The merged racing club is the person nominated by this Act for the 21
purposes of appointing a new trustee under Division 1 of Part 2 of the 22
Trustee Act 1925: 23
(a) in respect of the trust created by subsection (1) (c), and 24
(b) in respect of the trust continued in effect by subsection (5). 25
Note. The provisions of Division 1 of Part 2 of the Trustee Act 1925 provide for 26
the appointment and removal of trustees. 27
(7) In this section: 28
external jurisdiction means any of the following: 29
(a) a State (other than the State), 30
(b) a Territory, 31
(c) the Commonwealth, 32
(d) a jurisdiction outside of Australia. 33
relevant person means any of the following: 34
(a) the AJC, 35
(b) an officer of the AJC, 36
(c) an officer of the STC. 37
Note. Section 24 (5) provides that the merged racing club is taken for all 38
purposes, including the rules of private international law, to be the successor of 39
Page 18
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 20
Merger of AJC and STC Part 2
the dissolved STC. The AJC, on the other hand, will not be dissolved by 1
operation of this Act. See section 24 (1). 2
20 Cessation of certain personal rights and liabilities of officers of AJC or 3
STC 4
If any asset, right or liability or any regulatory authorisation becomes 5
that of the merged racing club by operation of this Division: 6
(a) any officer of the AJC or STC who held any such asset, or in 7
whom such an asset was vested, ceases on and from the merger 8
finalisation day: 9
(i) to hold, or be vested with, the asset, and 10
(ii) to have any rights or liabilities associated with holding or 11
being vested with the asset, and 12
(b) any officer of the AJC or STC who could have exercised or 13
otherwise enforced any such right ceases on and from the merger 14
finalisation day to have the power to exercise or otherwise 15
enforce the right, and 16
(c) any officer of the AJC or STC against whom any such liability 17
was or could have been enforceable ceases on and from the 18
merger finalisation day to be the person against whom that 19
liability may be enforced, and 20
(d) any officer of the AJC or STC who held any such regulatory 21
authorisation ceases on and from the merger finalisation day: 22
(i) to hold the authorisation, and 23
(ii) to have any rights or liabilities associated with holding the 24
authorisation. 25
21 Potential entitlements and obligations also transferred 26
The merged racing club has all the entitlements and obligations of the 27
AJC or STC in relation to the assets, rights and liabilities transferred by 28
this Division that the AJC or STC would have had but for the transfer, 29
whether or not those entitlements and obligations were actual or 30
potential at the time the transfer took effect. 31
22 Employees of AJC or STC become employees of merged racing club 32
(1) Any person who, immediately before the merger finalisation day, was 33
an employee of the AJC or STC ceases, on and from that day, to be an 34
employee of the AJC or STC and becomes instead an employee of the 35
merged racing club (a transferred employee). 36
(2) The following provisions apply in relation to the employment by the 37
merged racing club of a transferred employee (subject to any applicable 38
Page 19
Clause 23 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 2 Merger of AJC and STC
provisions of the Fair Work Act 2009 of the Commonwealth and 1
subsection (3)): 2
(a) the transferred employee is to be employed on the same terms and 3
conditions as under the employee's contract of employment with 4
the AJC or STC immediately before the merger finalisation day, 5
(b) the terms and conditions of employment of the transferred 6
employee referred to in paragraph (a) may, after the merger 7
finalisation day, be changed in the same way as they could have 8
been before the merger finalisation day, 9
(c) the service with the AJC or STC of the transferred employee is 10
taken to be service with the merged racing club for all purposes 11
and the employee's accrued entitlements with the AJC or STC 12
are taken to be accrued entitlements with the merged racing club, 13
(d) a transferred employee is not entitled to payment (including, 14
without limitation, any payment in lieu of leave or any damages 15
or other compensation, whether under legislation, contract or 16
otherwise) arising out of, or resulting from, the operation of this 17
Division. 18
Note. See also Part 2-8 (Transfer of business) of the Fair Work Act 2009 of the 19
Commonwealth. 20
(3) Nothing in this section affects the continued application (if any) of any 21
industrial instrument under the Industrial Relations Act 1996 to the 22
employment of a transferred employee. 23
23 Sale or disposal of racing infrastructure of racecourses prohibited 24
during 10-year moratorium period 25
(1) This section applies to any racecourse (other than Randwick 26
Racecourse or Warwick Farm Racecourse) that becomes vested in the 27
merged racing club by virtue of the operation of this Division. 28
Note. Randwick Racecourse is owned by the Randwick Racecourse trustees 29
and, immediately before the merger finalisation day, was leased to the AJC. The 30
merged racing club will become its lessee by virtue of the operation of this 31
Division. 32
(2) The merged racing club may not sell or otherwise dispose of any of the 33
necessary racing infrastructure of a racecourse to which this section 34
applies within the 10-year period commencing on the merger 35
finalisation day. 36
(3) The necessary racing infrastructure of a racecourse is any lands, 37
buildings or other facilities (such as racetracks, training grounds, 38
spectator or member stands and stabling areas) that are necessary for the 39
conduct of race meetings at the racecourse. 40
(4) The regulations may make provision for or with respect to the kinds of 41
lands, buildings or facilities (other than racetracks, training grounds, 42
Page 20
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 24
Merger of AJC and STC Part 2
spectator or member stands or stabling areas) that are, or are not, to be 1
treated for the purposes of this section as being necessary for the 2
conduct of race meetings at a racecourse. 3
(5) In this section: 4
Warwick Farm Racecourse means the racecourse known as Warwick 5
Farm Racecourse that was owned by the AJC at the time that this Act 6
was enacted, and includes any buildings, structures, fixtures, fittings 7
and other improvements on the racecourse. 8
24 Status of AJC and STC on and after merger finalisation day 9
(1) Status of AJC 10
Subject to this Division, nothing in this Act (including section 39) 11
operates to wind up or dissolve the AJC. 12
(2) Accordingly, the AJC is not required to wind up its affairs or pay its 13
liabilities and distribute its assets as a result of the operation of this Act. 14
(3) However, the AJC may (but need not) wind up its affairs or deregister 15
the AJC in accordance with the provisions of the Corporations Act. 16
(4) Status of STC 17
On the merger finalisation day: 18
(a) the STC is dissolved, and 19
(b) the members of the STC cease to be members of the STC, and 20
(c) the directors of the STC, and any person holding office as the 21
Chairperson, Vice-Chairperson or Honorary Treasurer, cease to 22
hold office as such, and 23
(d) any person who ceases to be a member of the STC or to hold an 24
office because of the operation of this subsection is not entitled to 25
any compensation for the loss of that membership or office. 26
(5) The merged racing club is taken for all purposes, including the rules of 27
private international law, to be the successor of the dissolved STC. 28
(6) Entitlements of membership to be afforded by merged racing club to 29
existing members 30
A person who was a member of the AJC or STC immediately before the 31
merger finalisation day (an existing club member) is entitled to be 32
afforded the same or equivalent entitlements of membership of the 33
merged racing club as the person had as a member of the AJC or STC 34
immediately before the merger finalisation day. 35
(7) The merged racing club is specifically required to make provision for an 36
existing club member to be afforded the membership entitlements to 37
Page 21
Clause 25 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 2 Merger of AJC and STC
which the member is entitled under subsection (6) for the period of 1
12 months commencing on the merger finalisation day. 2
(8) Nothing in subsection (6) or (7) prevents or otherwise limits the merged 3
racing club from admitting members to the club or from excluding any 4
person from membership of the club in accordance with the club rules 5
of the merged racing club. 6
(9) Definition 7
In this section: 8
member of the AJC does not include a member of the former AJC. 9
25 Certification to registration authorities 10
(1) In this section: 11
registration authority means a person or body that has functions under 12
any law in connection with the keeping of a register in respect of assets, 13
rights or liabilities. 14
(2) The merged racing club may lodge with a registration authority a 15
certificate certifying as to such information as may reasonably be 16
required by the registration authority to enable the registration authority 17
to exercise any function of the authority arising in connection with the 18
transfer of any transferable asset, right or liability by operation of this 19
Division. 20
(3) Such a certificate is to be accepted and acted upon by the registration 21
authority and, despite any other law, the registration authority is not 22
entitled to require that the information concerned be provided to it in 23
any particular form or in any particular manner. 24
(4) No fee or charge is payable by the merged racing club to a registration 25
authority for or in respect of the exercise of any function by the 26
registration authority in connection with the transfer of a transferable 27
asset, right or liability by operation of this Division. 28
26 No compensation payable 29
No compensation is payable to any person or body in connection with 30
the operation of this Division in respect of any asset, right, liability or 31
regulatory authorisation. 32
27 Confirmation of operation of this Division 33
(1) The Minister may, by notice in writing, confirm that particular 34
employees, assets, rights, liabilities or regulatory authorisations have 35
Page 22
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 27
Merger of AJC and STC Part 2
become the employees, assets, rights, liabilities or regulatory 1
authorisations of the merged racing club by operation of this Division. 2
(2) Such a notice is evidence of that fact. 3
Page 23
Clause 28 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 3 Operation of Randwick Racecourse and other racecourses
Part 3 Operation of Randwick Racecourse and other 1
racecourses 2
Division 1 Functions of merged racing club in relation to 3
Randwick Racecourse 4
28 Merged racing club has functions while lessee 5
The merged racing club has the functions conferred or imposed on it by 6
or under this Part in relation to Randwick Racecourse only while it is 7
the lessee of that Racecourse. 8
29 Functions of merged racing club in relation to Randwick Racecourse 9
The merged racing club has the following functions in relation to 10
Randwick Racecourse: 11
(a) to manage, use and maintain the land that comprises the 12
Racecourse for the purpose of a public racecourse and associated 13
activities, 14
(b) to manage, use and maintain that land for any other purpose 15
authorised by or under this Part or the Randwick Racecourse 16
lease. 17
30 Use of Randwick Racecourse for additional activities 18
(1) The merged racing club may, with the consent of the Randwick 19
Racecourse trustees and subject to such terms and conditions as the 20
trustees think fit, use (or permit the use of) all or any part of Randwick 21
Racecourse for the purposes of an activity, or class of activities, that the 22
merged racing club would otherwise not be authorised to conduct (or 23
allow another person to conduct). 24
(2) The use of Randwick Racecourse in accordance with any of the 25
following consents is not to be regarded as a breach of the Randwick 26
Racecourse lease: 27
(a) any consent given under this section, 28
(b) any consent previously given under section 7 of the Australian 29
Jockey Club Act 2008 that has not been withdrawn. 30
(3) Nothing in this section affects the operation of any other State 31
legislation for the time being applicable to or in respect of any activity 32
or class of activities referred to in this section. 33
31 Maintenance and erection of buildings and improvements 34
(1) The merged racing club may maintain any buildings and other 35
improvements within Randwick Racecourse. 36
Page 24
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 32
Operation of Randwick Racecourse and other racecourses Part 3
(2) The merged racing club may erect or re-erect buildings and other 1
improvements within Randwick Racecourse if the merged racing club 2
considers it necessary or expedient to do so for or in connection with the 3
use of the Racecourse. 4
(3) Nothing in this section affects the operation of any other State 5
legislation for the time being applicable to or in respect of the erection 6
or re-erection of buildings or other improvements on land. 7
Division 2 Leasing of Randwick Racecourse 8
32 Appointment of trustees 9
(1) Despite section 39, the Governor may continue to appoint new trustees 10
for Randwick Racecourse to replace any trustee who: 11
(a) dies, or 12
(b) resigns, or 13
(c) ceases to reside in the State, or 14
(d) becomes incapable of acting as a trustee. 15
(2) Subject to this Act, the Randwick Racecourse trustees continue to hold 16
Randwick Racecourse subject to the trust referred to in the preamble to 17
the repealed Australian Jockey Club Act 1873. 18
33 Further lease of Randwick Racecourse 19
(1) On the surrender of any Randwick Racecourse lease that is in force, the 20
Randwick Racecourse trustees may grant a further lease or leases, on 21
such terms and conditions as they see fit, of all or any part of Randwick 22
Racecourse to the merged racing club for a period not exceeding 23
99 years. 24
(2) A lease granted under this section may contain options for the lessee to 25
renew the lease for a further period or periods. 26
(3) If the lease contains options for renewal of the lease by the lessee, the 27
aggregate of the original period and the further period or periods must 28
not exceed 99 years. 29
(4) The merged racing club is, subject to any Randwick Racecourse lease, 30
authorised to grant subleases and licences to use any part of Randwick 31
Racecourse while it is the lessee of the Racecourse. 32
(5) The grant of a lease under this section does not affect the continued 33
operation of any sublease or licence to use Randwick Racecourse (or 34
any part of the Racecourse) previously granted by or on behalf of the 35
AJC or the former AJC. 36
Page 25
Clause 34 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 3 Operation of Randwick Racecourse and other racecourses
(6) If a Randwick Racecourse lease provides for the payment of damages 1
by the merged racing club or the AJC in the event of the non-fulfilment 2
by the merged racing club or the AJC of a term or condition of the lease, 3
those damages are taken to be liquidated damages and may be recovered 4
as such by the Randwick Racecourse trustees in any court of competent 5
jurisdiction. 6
34 Authorisation of matters relating to leases over Randwick Racecourse 7
(1) The following are specifically authorised by this Act for the purposes of 8
the Trade Practices Act 1974 of the Commonwealth and the 9
Competition Code of New South Wales: 10
(a) any lease entered into between: 11
(i) the Randwick Racecourse trustees and the AJC as 12
provided by section 10 of the Australian Jockey Club Act 13
2008, and 14
(ii) the Randwick Racecourse trustees and the merged racing 15
club as provided by section 33, 16
(b) the conduct of those persons or any agent in negotiating and 17
entering into any such lease, 18
(c) the conduct of those persons or any agent in giving effect to any 19
such lease. 20
(2) Anything authorised to be done by this section is authorised only to the 21
extent to which it would otherwise contravene Part IV of the Trade 22
Practices Act 1974 of the Commonwealth or the Competition Code of 23
New South Wales. 24
(3) In this section: 25
giving effect to a lease includes: 26
(a) complying with any obligation under the lease, and 27
(b) exercising or enforcing any right or power under the lease. 28
Division 3 Use of racecourses operated by merged racing 29
club 30
35 Application of Division 31
This Division applies in relation to each of the following racecourses 32
(an applicable racecourse) on and from the merger finalisation day: 33
(a) Randwick Racecourse, 34
(b) any other racecourse that is owned or controlled by the merged 35
racing club (including any buildings, structures, fixtures, fittings 36
and other improvements on the racecourse). 37
Page 26
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 36
Operation of Randwick Racecourse and other racecourses Part 3
36 By-laws 1
(1) The merged racing club may make by-laws, not inconsistent with this 2
Act or any other law, for or with respect to any of the following matters: 3
(a) the admission and expulsion of members or former members of 4
the club or a previous club and other persons from an applicable 5
racecourse (or from any building, structure or other part of an 6
applicable racecourse), 7
(b) rates, tolls or charges to be paid for admission to an applicable 8
racecourse (or to any building, structure or other part of an 9
applicable racecourse), 10
(c) any other matter concerning or connected with the use or 11
management of an applicable racecourse. 12
(2) The by-laws may create offences punishable by an amount not 13
exceeding 5 penalty units. 14
(3) A by-law has no effect unless approved by the Governor. 15
Note. Any by-law made by a person or body that requires the approval of the 16
Governor is a statutory rule for the purposes of the Interpretation Act 1987. 17
Accordingly, it must be published on the NSW legislation website in order to 18
come into force. 19
(4) Nothing in this section limits any other power that the merged racing 20
club has apart from this section (including under the Corporations Act) 21
to make, amend or repeal its club rules or to otherwise deal with its 22
members or business. 23
37 Exclusion of persons from applicable racecourse 24
(1) The merged racing club may refuse a person admission to, or expel a 25
person from, any part of an applicable racecourse (or cause a person to 26
be refused admission or expelled) if: 27
(a) the person is a member or former member of the club or a 28
previous club who has been disqualified pursuant to the club 29
rules of the club or previous club, or 30
(b) there are reasonable grounds for believing that the person's 31
presence on the racecourse would be undesirable in the interests 32
of the public using the racecourse or prejudicial to the proper 33
conduct of racing at the racecourse. 34
(2) The provisions of subsection (1) are in addition to, and not in derogation 35
of, any power to refuse admission or expel a person that is conferred by 36
or under the by-laws or other legislation or at general law. 37
Page 27
Clause 38 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 3 Operation of Randwick Racecourse and other racecourses
38 Trespass on applicable racecourse 1
A person must not intentionally or recklessly trespass on any part of an 2
applicable racecourse (or any building or structure located within an 3
applicable racecourse). 4
Maximum penalty: 50 penalty units. 5
Note. Part 4AD (Criminal destruction and damage) of the Crimes Act 1900 also 6
contains a number of offences involving damage to property. 7
Page 28
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 39
Miscellaneous Part 4
Part 4 Miscellaneous 1
39 Existing clubs legislation ceases to have effect on merger finalisation 2
day 3
(1) The provisions of the Australian Jockey Club Act 2008 and the Sydney 4
Turf Club Act 1943 cease to have effect on the merger finalisation day. 5
(2) On or after the merger finalisation day, the Governor may, by 6
proclamation published on the NSW legislation website, repeal the 7
Australian Jockey Club Act 2008 and the Sydney Turf Club Act 1943. 8
40 Relationship of Act with other racing legislation 9
Nothing in this Act limits the operation of the Racing Administration 10
Act 1998 or the Thoroughbred Racing Act 1996 in their application to 11
the conduct of racing activities by or on behalf of the merged racing 12
club. 13
41 Act to bind State and other jurisdictions 14
(1) This Act binds the State and, in so far as the legislative power of the 15
Parliament of the State permits, the other States, the Territories and the 16
Commonwealth. 17
(2) Without limiting subsection (1), this Act has effect despite any privilege 18
or immunity of the Crown in any of its capacities. 19
(3) This Act does not make any State or Territory, the Commonwealth, or 20
the Crown in any of its capacities, liable to be prosecuted for an offence. 21
(4) A reference in this section to a State, Territory or the Commonwealth 22
includes a reference to the Government of the State, Territory or 23
Commonwealth. 24
42 Extraterritorial operation of Act 25
(1) It is the intention of the Parliament of the State that the operation of this 26
Act should, as far as possible, include operation in relation to the 27
following: 28
(a) things situated in or outside the territorial limits of the State, 29
(b) acts, transactions and matters done, entered into or occurring in 30
or outside the territorial limits of the State, 31
(c) things, acts, transactions and matters (wherever situated, done, 32
entered into or occurring) that would, apart from this Act, be 33
governed or otherwise affected by the law of another State, a 34
Territory, the Commonwealth or a foreign country. 35
Page 29
Clause 43 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 4 Miscellaneous
(2) Without limiting subsection (1), it is the intention of the Parliament of 1
the State that the provisions of this Act have an operation in relation to 2
the things, acts, transactions and matters referred to in that subsection 3
even if the rules of private international law (whether at general law or 4
as provided by legislation) would require the application of a law other 5
than this Act instead of the provisions of this Act. 6
43 Effect of this Act on contracts, instruments and related matters 7
The operation of this Act (and, in particular, Division 2 of Part 2) is not 8
to be regarded as: 9
(a) a breach of contract, trust or confidence or otherwise as a civil 10
wrong, or 11
(b) a breach of any instrument (including, without limitation, any 12
provision prohibiting, restricting or regulating the assignment or 13
transfer of employees, assets, rights, liabilities or regulatory 14
authorisations), or 15
(c) an event of default under any contract or other instrument, or 16
(d) giving rise to any remedy by a party to a contract or other 17
instrument, or as causing or permitting the termination of, or 18
exercise of rights under, any contract or other instrument. 19
Note. See section 5G of the Corporations Act and the declaration made in 20
relation to this section by section 44 (1) of this Act. 21
44 Displacement and exclusion of Corporations legislation 22
(1) Corporations displacement provisions 23
The following provisions of this Act are declared to be Corporations 24
legislation displacement provisions for the purposes of section 5G of the 25
Corporations Act in relation to the provisions of the Corporations 26
legislation generally: 27
(a) section 6, 28
(b) section 9, 29
(c) section 10, 30
(d) Division 2 of Part 2, 31
(e) section 43, 32
(f) Schedule 1. 33
Note. Section 5G of the Corporations Act enables a State to displace the 34
operation of provisions of the Corporations legislation in favour of provisions of 35
State laws that are declared under State law to be Corporations legislation 36
displacement provisions for the purposes of that section. See, in particular, 37
section 5G (4), (5), (9), (10) and (11) of the Corporations Act in relation to the 38
displacements effected by this subsection. 39
Page 30
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 45
Miscellaneous Part 4
(2) Declarations under section 5F of Corporations Act 1
The regulations may declare any matter referred to in, or arising under 2
or in connection with, this Act or the regulations to be an excluded 3
matter for the purposes of section 5F of the Corporations Act in relation 4
to: 5
(a) the whole of the Corporations legislation, or 6
(b) a specified provision of that legislation, or 7
(c) that legislation other than a specified provision, or 8
(d) that legislation otherwise than to a specified extent. 9
Note. Section 5F of the Corporations Act provides that if a State law declares a 10
matter to be an excluded matter for the purposes of that section in relation to all 11
or part of the Corporations legislation, the provisions that are the subject of the 12
declaration will not apply in relation to that matter in the State concerned. 13
(3) Further declarations under section 5G of Corporations Act 14
The regulations may declare any provision of this Act (other than a 15
provision referred to in subsection (1)) to be a Corporations legislation 16
displacement provision for the purposes of section 5G of the 17
Corporations Act (either generally or specifically in relation to a 18
provision of the Corporations legislation). 19
(4) Definitions 20
In this section: 21
Corporations legislation means the Corporations legislation to which 22
Part 1.1A of the Corporations Act applies. 23
matter includes act, omission, body, person or thing. 24
45 Exemption from State tax 25
(1) In this section: 26
exempt matter means any of the following: 27
(a) the transfer of any employees, assets, rights, liabilities or 28
regulatory authorisations by operation of Division 2 of Part 2 29
(including, without limitation, any instrument executed only for 30
a purpose ancillary to or consequential on the operation of 31
Division 2 of Part 2), 32
(b) anything certified by the Minister in writing as having been done 33
in consequence of such a transfer (for example, the transfer or 34
registration of an interest in land). 35
State tax means application or registration fees, duty or any other tax, 36
fee or charge imposed by any State legislation or other law of the State. 37
Page 31
Clause 46 Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Part 4 Miscellaneous
(2) State tax is not payable in relation to: 1
(a) an exempt matter, or 2
(b) anything done because of, or for a purpose connected with or 3
arising out of, an exempt matter. 4
46 Giving or service of documents 5
(1) A document that is authorised or required by this Act or the regulations 6
to be given to or served on any person may be given or served: 7
(a) in the case of a natural person: 8
(i) by delivering it to the person personally, or 9
(ii) by sending it by post to the address specified by the person 10
for the giving or service of documents or, if no such 11
address is specified, the residential or business address of 12
the person last known to the person giving or serving the 13
document, or 14
(iii) by sending it by facsimile transmission to the facsimile 15
number of the person, or 16
(b) in the case of a body corporate: 17
(i) by leaving it with a person apparently of or above the age 18
of 16 years at, or by sending it by post to, the head office, 19
a registered office or a principal office of the body 20
corporate or to an address specified by the body corporate 21
for the giving or service of documents, or 22
(ii) by sending it by facsimile transmission to the facsimile 23
number of the body corporate. 24
(2) Nothing in this section affects the operation of any provision of a law or 25
of the rules of a court authorising a document to be served on a person 26
in any other manner. 27
47 Regulations 28
The Governor may make regulations, not inconsistent with this Act, for 29
or with respect to any matter that by this Act is required or permitted to 30
be prescribed or that is necessary or convenient to be prescribed for 31
carrying out or giving effect to this Act. 32
48 Nature of proceedings for offences 33
Proceedings for an offence against this Act or the by-laws may be dealt 34
with summarily before the Local Court. 35
Page 32
Australian Jockey and Sydney Turf Clubs Merger Bill 2010 Clause 49
Miscellaneous Part 4
49 Review of Act 1
(1) The Minister is to review this Act to determine whether the policy 2
objectives of the Act remain valid and whether the terms of the Act 3
remain appropriate for securing those objectives. 4
(2) The review is to be undertaken as soon as possible after the period of 5
3 years from the date of assent to this Act. 6
(3) A report on the outcome of the review is to be tabled in each House of 7
Parliament within 12 months after the end of the period of 3 years. 8
Page 33
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Schedule 1 Mandatory corporate governance provisions
Schedule 1 Mandatory corporate governance 1
provisions 2
(Section 5) 3
1 Interpretation 4
(1) The following definitions apply in this Constitution, unless the context 5
otherwise requires: 6
AJC has the same meaning as it has in the Merger Act. 7
appointments selection panel means an appointments selection panel 8
constituted by the Minister under section 10 of the Merger Act to 9
recommend to the Minister a person for appointment as an Independent 10
Director. 11
Australian Rules of Racing has the same meaning as it has in the 12
Thoroughbred Racing Act 1996 of New South Wales. 13
Board means the Directors for the time being of the Company. 14
Chair means a person elected to the office of the Chair of the Company 15
in accordance with this Constitution. 16
Chief Executive means a person appointed as the Chief Executive in 17
accordance with this Constitution. 18
Club Appointed Director means a Director appointed by the board of 19
directors of the AJC or the board of directors of the STC under section 20
10 (1) of the Merger Act. 21
Company means *[insert name and ACN of company]. 22
Incorporation instruction. Insert the name and ACN of the relevant company 23
where indicated. 24
Corporations Act means the Corporations Act 2001 of the 25
Commonwealth. 26
Director means a person appointed or elected to the office of director of 27
the Company in accordance with the Merger Act and this Constitution. 28
Elected Director means a Director elected to office by the Members in 29
accordance with this Constitution. 30
eligible industry body has the same meaning as it has in the 31
Thoroughbred Racing Act 1996 of New South Wales. 32
First Board means the Board at the time that the initial 12-month period 33
commences. 34
Greyhound Racing Act means the Greyhound Racing Act 2009 of New 35
South Wales. 36
GRNSW means Greyhound Racing New South Wales constituted under 37
the Greyhound Racing Act. 38
Page 34
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Mandatory corporate governance provisions Schedule 1
Harness Racing Act means the Harness Racing Act 2009 of New South 1
Wales. 2
HRNSW means Harness Racing New South Wales constituted under 3
the Harness Racing Act. 4
Independent Director means a Director appointed by the Minister on 5
the recommendation of an appointments selection panel. 6
initial 12-month period means the period of 12 months commencing at 7
the time that *the Company is registered/*the mandatory corporate 8
governance provisions (within the meaning of the Merger Act) are 9
included in this Constitution. 10
Incorporation instruction. The first alternative phrase indicated by an asterisk 11
(*) is to be used if the mandatory corporate governance provisions are included 12
in the company's constitution when it is registered as a company. The second 13
alternative phrase indicated by an asterisk is to be used if the mandatory 14
corporate governance provisions are included in the company's constitution 15
after the registration of the company. 16
Member means any person who is admitted to the membership of the 17
Company and whose name is entered in the Register. 18
mentally incapacitated person means a person who is an involuntary 19
patient or a forensic patient or a correctional patient within the meaning 20
of the Mental Health Act 2007 of New South Wales, or a protected 21
person within the meaning of the NSW Trustee and Guardian Act 2009 22
of New South Wales. 23
Merger Act means the Australian Jockey and Sydney Turf Clubs 24
Merger Act 2010 of New South Wales. 25
Minister means the Minister administering the Merger Act from time to 26
time. 27
race club has the same meaning as it has in the Thoroughbred Racing 28
Act 1996 of New South Wales. 29
racing association has the same meaning as it has in the Thoroughbred 30
Racing Act 1996 of New South Wales. 31
Racing NSW means Racing New South Wales established by the 32
Thoroughbred Racing Act 1996 of New South Wales. 33
Register means the register of members maintained by the Company in 34
accordance with the Corporations Act. 35
Registered Clubs Act means the Registered Clubs Act 1976 of New 36
South Wales. 37
Secretary, in relation to the Company, means any person appointed to 38
perform the duties of secretary of the Company, and includes an 39
assistant secretary or any person appointed to act as secretary 40
temporarily. 41
Page 35
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Schedule 1 Mandatory corporate governance provisions
Short-term Club Appointed Director means a Club Appointed Director 1
whose instrument of appointment, in accordance with section 10 (2) of 2
the Merger Act, designates the Director to be the short-term 3
appointment under that subsection of the board of directors of the AJC 4
or STC. 5
STC has the same meaning as it has in the Merger Act. 6
Vice-Chair means a person elected to the office of the Vice-Chair of the 7
Company in accordance with this Constitution. 8
(2) Headings in this Constitution are for convenience only and do not affect 9
interpretation. 10
(3) The following rules of interpretation apply to this Constitution unless 11
the context requires otherwise: 12
(a) a gender includes all genders, 13
(b) the singular includes the plural and conversely, 14
(c) if a word or phrase is defined, its other grammatical forms have a 15
corresponding meaning, 16
(d) a reference to a person includes a reference to a corporation, trust, 17
partnership, unincorporated body or other entity, whether or not 18
it comprises a separate legal entity, 19
(e) a reference to a clause, subclause, paragraph or subparagraph is a 20
reference to a clause, subclause, paragraph or subparagraph of 21
this Constitution, 22
(f) a reference to any legislation or to any provision of any 23
legislation includes a reference to any modification or 24
re-enactment of it, any legislative provision substituted for it, and 25
all regulations and statutory instruments made or issued under it, 26
(g) an expression has, in a provision of this Constitution that relates 27
to a particular provision of the Corporations Act, the same 28
meaning as in that provision of the Corporations Act, 29
(h) the words "includes" and "including" are not words of limitation, 30
and do not and must not be taken as detracting from the generality 31
of any provisions of this Constitution. 32
2 Board of Company 33
(1) The Board is to consist of: 34
(a) during the initial 12-month period--9 Directors, and 35
(b) after the expiry of that period--7 Directors. 36
(2) The Directors may act as the Board despite a vacancy in their number. 37
However, if their number is reduced below the minimum fixed for a 38
quorum for a meeting of the Board, the continuing Directors may, 39
Page 36
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Mandatory corporate governance provisions Schedule 1
except in an emergency, act only for the purpose of filling vacancies to 1
the extent necessary to bring their number up to the number required for 2
a quorum. 3
3 Board to manage Company 4
(1) The management and control of the business and affairs of the 5
Company are vested in the Board. 6
(2) The Board may exercise all powers of the Company which are not, by 7
the Corporations Act or this Constitution, required to be exercised by 8
the Company in general meeting. 9
4 Constitution of First Board 10
(1) The 9 Directors of the First Board are those persons who at the time of 11
the commencement of the initial 12-month period have: 12
(a) been appointed in accordance with section 10 (1) of the Merger 13
Act, and 14
(b) consented in writing to be members of the Company (except in 15
the case of persons appointed as Independent Directors), and 16
(c) consented in writing to act as Directors of the Company. 17
(2) Section 10 (1) of the Merger Act provides for: 18
(a) 3 of the Directors of the First Board to be appointed by the board 19
of directors of the AJC, and 20
(b) 3 of the Directors of the First Board to be appointed by the board 21
of directors of the STC, and 22
(c) 3 of the Directors of the First Board to be appointed by the 23
Minister on the recommendation of an appointments selection 24
panel. 25
(3) Each of the Directors of the First Board (other than a Short-term Club 26
Appointed Director) holds office for a term of 4 years unless the 27
Director vacates office before the expiry of the term. 28
(4) A Short-term Club Appointed Director holds office for a term of 29
12 months unless the Director vacates office before the expiry of that 30
term. 31
(5) A Director of the First Board may not hold office as a Director for a term 32
that exceeds 8 years in total. 33
Page 37
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Schedule 1 Mandatory corporate governance provisions
5 Election and appointment of Directors to subsequent Boards 1
(1) The Company may at any time by resolution passed in general meeting 2
elect a person to be a Director to replace: 3
(a) a Club Appointed Director who has vacated office, or 4
(b) an Elected Director who has vacated office. 5
(2) A person is eligible to be elected as a Director only if the person is: 6
(a) a Member, and 7
(b) not otherwise ineligible to be elected as a Director under 8
subclause (3). 9
(3) A person is not eligible to be elected as a Director if the person: 10
(a) is an employee of a race club or racing association, or 11
(b) is a member of the governing body of another race club or eligible 12
industry body (including a director of the AJC or STC), or 13
(c) holds a licence issued by Racing NSW or by a racing association, 14
or 15
(d) is registered by or with GRNSW under the Greyhound Racing 16
Act or HRNSW under the Harness Racing Act, or 17
(e) is currently, or during the previous 10 years has been, warned off, 18
disqualified or named on the Forfeit List under the Australian 19
Rules of Racing, or 20
(f) during the previous 10 years has been convicted in New South 21
Wales of an offence that is punishable by imprisonment for 22
12 months or more, or convicted elsewhere than in New South 23
Wales of an offence that, if committed in New South Wales, 24
would be an offence so punishable, or 25
(g) is an undischarged bankrupt or is taking advantage of the laws in 26
force for the time being relating to bankruptcy, or 27
(h) is a mentally incapacitated person, or 28
(i) is prevented from holding office as a Director by clause 4 (5). 29
(4) Subject to subclause (7), an Elected Director holds office for a term of 30
4 years or until the Director sooner vacates office as a Director. 31
(5) Subject to clause 4 (3) and subclause (7), an Independent Director holds 32
office for such term (not exceeding 4 years) as may be specified in the 33
instrument of appointment for the Director unless the Director vacates 34
office before the expiry of that term. 35
(6) An Independent Director who vacates office is to be replaced by a 36
person appointed by the Minister under section 10 of the Merger Act. 37
Page 38
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Mandatory corporate governance provisions Schedule 1
(7) If a person is elected or appointed to fill a casual vacancy in the office 1
of a Director, the person holds office as a Director for the balance of the 2
term of the person's predecessor as Director unless the person vacates 3
office as a Director before the expiry of the balance of that term. 4
6 Chair and Vice Chair of the Company 5
(1) The Board may elect a Director to hold office as Chair and another 6
Director to hold office as Vice-Chair. 7
(2) The Chair or, in the Chair's absence, the Vice-Chair, is to chair any 8
meeting of the Board. 9
(3) The Board may determine the period of time that a Director elected to 10
the office of Chair or Vice-Chair may hold such office. 11
(4) No Director may hold the office of Chair or Vice-Chair for longer than 12
a total aggregate period of 4 years. 13
(5) The Board may elect another Director to chair a meeting of the Board if 14
at the time the meeting is held: 15
(a) neither a Chair nor a Vice-Chair has been elected, or 16
(b) the Chair and Vice-Chair are not present at the time appointed for 17
the holding of the meeting. 18
7 Vacancies in office of Director 19
(1) In addition to the circumstances in which the office of a Director 20
becomes vacant under the Corporations Act, the office of a Director 21
becomes vacant if: 22
(a) the Director dies, or 23
(b) the Director becomes a mentally incapacitated person, or 24
(c) the Director resigns the office by notice in writing to the 25
Company, or 26
(d) the Director's term of office expires and the Director is not 27
re-elected or re-appointed to the office, or 28
(e) in the case of a Director other than an Independent Director--the 29
Director ceases to be a Member, or 30
(f) the Director is not present personally at meetings of the Board for 31
a continuous period of 3 months without leave of absence from 32
the Board, or 33
(g) the Director becomes an employee of another race club or racing 34
association, or 35
Page 39
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Schedule 1 Mandatory corporate governance provisions
(h) the Director becomes a member of the governing body of another 1
race club or eligible industry body (including a director of the 2
AJC or STC), or 3
(i) the Director becomes the holder of a licence issued by Racing 4
NSW or by a racing association, or 5
(j) the Director is registered by or with GRNSW under the 6
Greyhound Racing Act or HRNSW under the Harness Racing 7
Act, or 8
(k) the Director is warned off, disqualified or named on the Forfeit 9
List under the Australian Rules of Racing, or 10
(l) the Director is convicted in New South Wales of an offence that 11
is punishable by imprisonment for 12 months or more, or 12
convicted elsewhere than in New South Wales of an offence that, 13
if committed in New South Wales, would be an offence so 14
punishable, or 15
(m) the Director becomes bankrupt or insolvent or takes advantage of 16
the laws in force for the time being relating to bankruptcy, or 17
(n) the Director is removed from office under subclause (2). 18
(2) The Company may at any time by resolution passed in general meeting 19
remove any Director from office. 20
8 Proceedings of Board 21
(1) Subject to the requirements of the Registered Clubs Act to the extent 22
applicable to the Company, the Board may meet as often as it deems 23
necessary. 24
(2) The quorum for a meeting of the Board is: 25
(a) during the initial 12-month period--5 Directors, and 26
(b) at any time after the expiry of that period--4 Directors. 27
(3) The Chief Executive may at any time, and on the request of the Chair or 28
any 3 Directors must, convene a meeting of the Board. 29
(4) Reasonable notice must be given to every Director of the place, date and 30
time of every meeting of the Board. If any Director is for the time being 31
outside of Australia, notice need only be given to that Director if contact 32
details have been provided to the Secretary by the Director. 33
(5) Questions arising at a meeting of the Board are decided by a majority of 34
votes of Directors present and voting and any such decision is for all 35
purposes taken to be a decision of the Board. 36
(6) In the case of an equality of votes, the Chair of the meeting has a casting 37
vote in addition to any deliberative vote. 38
Page 40
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Mandatory corporate governance provisions Schedule 1
(7) For the purposes of the Corporations Act, each Director, on becoming a 1
Director (or on the adoption of this Constitution), consents to the use of 2
the following technology for calling or holding a meeting of the Board: 3
(a) video, 4
(b) telephone, 5
(c) electronic mail, 6
(d) any other technology that permits each Director to communicate 7
with every other Director, 8
(e) any combination of the technologies described in the above 9
paragraphs. 10
(8) A Director may withdraw the consent given under subclause (7) in 11
accordance with the Corporations Act. 12
(9) If the Directors are not all in attendance at one place and are holding a 13
meeting using technology that permits each Director to communicate 14
with other Directors: 15
(a) the participating Directors are, for the purpose of every provision 16
of this Constitution concerning meetings of Directors, taken to be 17
assembled together at a meeting and to be present at that meeting, 18
and 19
(b) all proceedings of those Directors conducted in that manner are 20
as valid and effective as if conducted at a meeting at which all of 21
them were present. 22
9 Disclosure of interests by Directors 23
(1) A Director who has a material personal interest in a matter that relates 24
to the affairs of the Company must give the Board notice of the interest 25
in accordance with the Corporations Act. 26
(2) A contract or arrangement made by the Company with a Director or in 27
which a Director is in any way directly or indirectly interested is not 28
avoided merely because the Director is a party to or interested in it. 29
(3) A Director is not liable to account to the Company for any profit derived 30
in respect of a matter in which the Director has a material interest, 31
merely because of the Director's office or the fiduciary relationship it 32
entails, if the Director has: 33
(a) declared the Director's interest in the matter as soon as 34
practicable after the relevant facts have come to the Director's 35
knowledge, and 36
(b) not contravened this Constitution or the Corporations Act in 37
relation to the matter. 38
Page 41
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Schedule 1 Mandatory corporate governance provisions
(4) A general notice giving details of the nature and the extent of the interest 1
and the relation of the interest to the affairs of the Company is a 2
sufficient declaration of the Director's interest, provided the extent of 3
that interest is no greater at the time of first consideration of the relevant 4
matter by the Board than was stated in the notice. 5
(5) A Director may not be present during deliberations or vote on a contract 6
or matter in which the Director has a personal interest unless the Board, 7
when considering the particular contract or matter, resolves that the 8
interested Director may be present and may vote on that particular 9
contract or matter because the Board is satisfied that the interest ought 10
not disqualify the Director from being present and voting on it. 11
(6) A Director must not hold any office of employment in the Company in 12
addition to holding office as a Director. 13
10 Chief Executive 14
(1) The Board may appoint a Chief Executive on such terms and conditions, 15
as to remuneration and otherwise, as the Board decides. 16
(2) The Board may at any time terminate the appointment of the Chief 17
Executive. 18
(3) The Chief Executive must not be appointed as a Director. 19
(4) The Board may, on the terms and conditions and with any restrictions 20
as the Board thinks fit, confer on the Chief Executive any of the powers 21
exercisable by the Board. 22
(5) Any powers so conferred may be concurrent with the powers of the 23
Board. 24
(6) The Board may at any time withdraw or vary any of the powers 25
conferred on the Chief Executive. 26
(7) Unless the Board appoints a Secretary, the Chief Executive is to act as 27
Secretary of the Company for the purposes of the Corporations Act. 28
11 Other officers 29
(1) The Board may from time to time: 30
(a) create any other position or positions in the Company with such 31
powers and responsibilities as the Board may from time to time 32
confer, and 33
(b) appoint any person to any position or positions so created. 34
(2) Without limiting subclause (1), the Board may create any one or more 35
of the following positions: 36
Page 42
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Mandatory corporate governance provisions Schedule 1
(a) a secretary (in addition to the position of Secretary of the 1
Company) to carry out the functions of an approved secretary of 2
a registered club under the Registered Clubs Act to the extent that 3
Act applies to the Company, 4
(b) an Honorary Race Day Committee Director for the purpose of 5
carrying out official or representative functions on behalf of the 6
Board. 7
(3) Any person appointed to a position created under this clause must not 8
also be a Director. 9
(4) The Board may at any time terminate the appointment of a person 10
holding a position created under this clause and may abolish the 11
position. 12
Page 43
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Schedule 2 Savings, transitional and other provisions
Schedule 2 Savings, transitional and other 1
provisions 2
Part 1 General 3
1 Regulations 4
(1) The regulations may contain provisions of a savings or transitional 5
nature consequent on the enactment of the following Acts: 6
this Act 7
(2) Any such provision may, if the regulations so provide, take effect from 8
the date of assent to the Act concerned or a later date. 9
(3) To the extent to which any such provision takes effect from a date that 10
is earlier than the date of its publication on the NSW legislation website, 11
the provision does not operate so as: 12
(a) to affect, in a manner prejudicial to any person (other than the 13
State or an authority of the State), the rights of that person 14
existing before the date of its publication, or 15
(b) to impose liabilities on any person (other than the State or an 16
authority of the State) in respect of anything done or omitted to 17
be done before the date of its publication. 18
Part 2 Provisions consequent on enactment of this 19
Act 20
2 Selection of directors for merged racing club during pre-commencement 21
period 22
(1) The Minister, and the boards of directors of the AJC and STC, are taken 23
to have been authorised by this Act to exercise during the 24
pre-commencement period any of the functions that, had section 10 25
been in force during that period, would have been conferred or imposed 26
on them by or under that section. 27
(2) Accordingly, the following things (if done in accordance with the 28
provisions of section 10) are taken to have been duly done for the 29
purposes of that section and the mandatory corporate governance 30
provisions even if they were done during the pre-commencement 31
period: 32
(a) the selection or appointment of any director of the merged racing 33
club by the board of directors of the AJC or STC, 34
(b) the constitution by the Minister of an appointments selection 35
panel to make recommendations to the Minister on the 36
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Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Savings, transitional and other provisions Schedule 2
appointment of independent directors to the first board of the 1
merged racing club, 2
(c) the appointment of a Probity Adviser by the Minister and the 3
conduct of any probity check of a person, 4
(d) the making of recommendations to the Minister by an 5
appointments selection panel about the appointment of 6
independent directors, 7
(e) the selection or appointment by the Minister of any independent 8
director. 9
(3) In this clause: 10
pre-commencement period means the period: 11
(a) commencing on the day on which the Bill for this Act was first 12
introduced into Parliament, and 13
(b) ending immediately before the commencement of section 10. 14
3 Existing by-laws taken to be by-laws made under Act 15
Any by-laws in force under the Australian Jockey Club Act 2008 or the 16
Sydney Turf Club Act 1943 immediately before the merger finalisation 17
day are taken to have been made under section 36 of this Act, and may 18
be amended and repealed accordingly. 19
Page 45
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Schedule 3 Amendment of Acts and statutory instruments
Schedule 3 Amendment of Acts and statutory 1
instruments 2
3.1 Australian Jockey Club (Randwick Racecourse) By-law 1981 3
[1] Clause 1 4
Omit the clause. Insert instead: 5
1 Name of By-law 6
This By-law is the Randwick Racecourse By-law 1981. 7
[2] Clauses 3 and 3A 8
Omit clause 3. Insert instead: 9
3 Definitions 10
(1) In this By-law: 11
AJC has the same meaning as it has in the Act. 12
Club means the merged racing club within the meaning of the 13
Act. 14
club rules has the same meaning as it has in the Act. 15
Curator means the person appointed by the Club as Curator of 16
the Racecourse or, in his or her absence, any person authorised by 17
the Club to act as Curator of the Racecourse. 18
former AJC has the same meaning as it has in the Act. 19
member, in relation to the Club, means a person who is a member 20
of the Club, as determined from time to time by its club rules. 21
officer means any person employed by the Club who has been 22
issued by the Club with an official's pass. 23
race day means any day set aside for the holding of a 24
race-meeting. 25
Racecourse has the same meaning as Randwick Racecourse has 26
in the Act. 27
race-meeting means a meeting for horse-racing held at the 28
Racecourse. 29
Secretary/General Manager means the Secretary/General 30
Manager of the Club. 31
STC has the same meaning as it has in the Act. 32
the Act means the Australian Jockey and Sydney Turf Clubs 33
Merger Act 2010. 34
Page 46
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Amendment of Acts and statutory instruments Schedule 3
(2) A reference in this By-law to a member includes, for the period 1
of 12 months commencing on the day on which this subclause 2
commences, a reference to a person who, although not a member 3
of the Club, was a member of the AJC or STC immediately 4
before the merger finalisation day (within the meaning of the 5
Act). 6
(3) Notes included in this By-law do not form part of this By-law. 7
3A Relationship of By-law with Racecourses (General) By-law 1990 8
The Racecourses (General) By-law 1990 applies to the 9
racecourses owned or controlled by the Club that were previously 10
owned or controlled by the STC. 11
Note. The Racecourse was previously leased by the AJC. 12
[3] Clause 5 Rates, tolls and charges 13
Omit "AJC Limited" from clause 5 (2). Insert instead "The Club". 14
[4] Clause 6 Entry of certain persons prohibited 15
Omit "AJC Limited" wherever occurring (except clause 6 (d)). 16
Insert instead "the Club". 17
[5] Clause 6 (d) 18
Omit "the AJC or AJC Limited". 19
Insert instead "the former AJC, the AJC, the STC or the Club". 20
[6] Clause 7 Entry on day other than race day 21
Omit "AJC Limited" wherever occurring in clause 7 (1). 22
Insert instead "the Club". 23
[7] Clause 8 Use of training grounds 24
Omit "AJC Limited" wherever occurring in clause 8 (1) and (3). 25
Insert instead "the Club". 26
[8] Clause 9 Orders of Club etc to be complied with 27
Omit "AJC Limited" wherever occurring. Insert instead "the Club". 28
[9] Clause 11 Offences 29
Omit "AJC Limited" wherever occurring. Insert instead "the Club". 30
Page 47
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Schedule 3 Amendment of Acts and statutory instruments
[10] Clause 13 Bookmaking 1
Omit "AJC Limited" wherever occurring in clause 13 (1). 2
Insert instead "the Club". 3
[11] Clause 13 (2) 4
Omit "AJC Limited". Insert instead "The Club". 5
[12] Clause 14 Speed limit for vehicles 6
Omit "AJC Limited" from clause 14 (1). Insert instead "the Club". 7
[13] Clause 16 Savings and transitional provisions 8
Omit "Committee of the AJC" from clause 16 (2). 9
Insert instead "Committee of the former AJC". 10
[14] Clause 16 (3) 11
Insert after clause 16 (2): 12
(3) Any act, matter or thing done by the AJC that, immediately 13
before the commencement of the amendments to this By-law 14
made by the Australian Jockey and Sydney Turf Clubs Merger 15
Act 2010, had effect under (or for the purposes of) a provision of 16
this By-law continues to have effect under (or for the purposes of) 17
that provision as if it had been done by the Club. 18
[15] Schedule 1 Savings and transitional provisions 19
Insert "former" before "AJC" wherever occurring in clause 2. 20
3.2 Registered Clubs Act 1976 No 31 21
Section 30 Rules of registered clubs 22
Omit "the Australian Jockey Club Limited (ACN 130 406 852)" from section 23
30 (6) (a). 24
Insert instead "the merged racing club (within the meaning of the Australian 25
Jockey and Sydney Turf Clubs Merger Act 2010)". 26
3.3 Subordinate Legislation Act 1989 No 146 27
[1] Schedule 4 Excluded instruments 28
Omit items 6 and 14. 29
Page 48
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Amendment of Acts and statutory instruments Schedule 3
[2] Schedule 4 1
Insert at the end of the Schedule (with appropriate item number): 2
By-laws under the Australian Jockey and Sydney Turf Clubs 3
Merger Act 2010. 4
3.4 The Sydney Turf Club By-law 1990 5
[1] Clause 1 6
Omit the clause. Insert instead: 7
1 Name of By-law 8
This By-law is the Racecourses (General) By-law 1990. 9
[2] Clauses 2 and 2A 10
Omit clause 2. Insert instead: 11
2 Definitions 12
(1) In this By-law: 13
AJC has the same meaning as it has in the Act. 14
bookmaker includes any person who carries on the business of or 15
acts as a bookmaker or turf commission agent or who gains or 16
endeavours to gain a livelihood wholly or partly by betting or 17
making wagers. 18
Club means the merged racing club within the meaning of the 19
Act. 20
club rules has the same meaning as it has in the Act. 21
Director means a director of the Club. 22
former AJC has the same meaning as it has in the Act. 23
member, in relation to the Club, means a person who is a member 24
of the Club, as determined from time to time by its club rules. 25
race meeting means a meeting for horse racing, or a meeting for 26
pony racing, or a meeting for trotting or pacing contests. 27
racecourse means land used for race meetings and to which 28
admission is granted by payment of money, by ticket or 29
otherwise. 30
Randwick Racecourse has the same meaning as it has in the Act. 31
Secretary/General Manager means the Secretary/General 32
Manager of the Club. 33
STC has the same meaning as it has in the Act. 34
Page 49
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Schedule 3 Amendment of Acts and statutory instruments
the Act means the Australian Jockey and Sydney Turf Clubs 1
Merger Act 2010. 2
(2) A reference in this By-law to a member of the Club includes, for 3
the period of 12 months commencing on the day on which this 4
subclause commences, a reference to a person who, although not 5
a member of the Club, was a member of the AJC or STC 6
immediately before the merger finalisation day (within the 7
meaning of the Act). 8
(3) Notes included in this By-law do not form part of this By-law. 9
2A Application of By-law 10
This By-law applies to the racecourses owned or controlled by 11
the Club that were previously owned or controlled by the STC. 12
Note. The Randwick Racecourse By-law 1981 makes provision in 13
relation to Randwick Racecourse. 14
[3] Clauses 3 and 4 15
Omit "Sydney Turf Club" wherever occurring. Insert instead "the Club". 16
[4] Clause 12 Horses stalls area 17
Omit "Secretary". Insert instead "Secretary/General Manager". 18
[5] Clause 14 Persons not to be admitted 19
Omit clause 14 (b) and (c). Insert instead: 20
(b) Any person under disqualification by the AJC, the STC or 21
the Club, 22
(c) Any person who is disqualified or warned off under the 23
Rules of Racing (within the meaning of the Thoroughbred 24
Racing Act 1996), 25
[6] Clause 19 Offences 26
Omit "$50.00". Insert instead "1 penalty unit". 27
[7] Clause 27 Penalties relating to training grounds 28
Omit "$50.00". Insert instead "1 penalty unit". 29
[8] Clause 28 Bookmakers 30
Omit "and of the Australian Jockey Club" from clause 28 (a). 31
Page 50
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Amendment of Acts and statutory instruments Schedule 3
[9] Clause 28 1
Omit "Secretary" wherever occurring. 2
Insert instead "Secretary/General Manager". 3
[10] Clause 28 4
Omit "$50.00". Insert instead "1 penalty unit". 5
[11] Clause 29 Enquiries 6
Omit the clause. 7
[12] Clause 31 Driving of vehicles 8
Omit "$50.00" from clause 31 (c). Insert instead "1 penalty unit". 9
[13] Clause 33 Application of rules of Australian Jockey Club 10
Omit the clause. 11
[14] Clause 34 Application of By-law 12
Omit the clause. 13
[15] Clause 35 Penalty 14
Omit "$50.00". Insert instead "1 penalty unit". 15
[16] Clause 36 16
Insert after clause 35: 17
36 Savings and transitional provision 18
Any act, matter or thing done by the STC that, immediately 19
before the commencement of the amendments to this By-law 20
made by the Australian Jockey and Sydney Turf Clubs Merger 21
Act 2010, had effect under (or for the purposes of) a provision of 22
this By-law continues to have effect under (or for the purposes of) 23
that provision as if it had been done by the Club. 24
3.5 Thoroughbred Racing Act 1996 No 37 25
[1] Section 3 Definitions 26
Omit the definition of AJC from section 3 (1). 27
[2] Section 29H Definition of "Intra-Code agreement" 28
Omit "AJC" from paragraph (a) of the definition of Intra-Code agreement. 29
Insert instead "Australian Jockey Club". 30
Page 51
Australian Jockey and Sydney Turf Clubs Merger Bill 2010
Schedule 3 Amendment of Acts and statutory instruments
[3] Section 31 Membership 1
Omit section 31 (1) (a) and (b). Insert instead: 2
(a) 2 persons to represent the merged racing club (within the 3
meaning of the Australian Jockey and Sydney Turf Clubs 4
Merger Act 2010), one of whom is to be the chief executive 5
of the club, 6
3.6 Totalizator Act 1997 No 45 7
Section 6B Major racing bodies 8
Omit section 6B (1) (a) and (b). Insert instead: 9
(a) the merged racing club (within the meaning of the 10
Australian Jockey and Sydney Turf Clubs Merger Act 11
2010), 12
3.7 Water Savings Order 2005 13
Schedule 1 Designated water users--businesses 14
Omit all of the matters relating to Australian Jockey Club Limited (ACN 130 15
406 852) and the Sydney Turf Club. 16
Insert after the matter relating to Merck Sharp & Dohme (Australia) Pty Ltd: 17
Merged racing club (within the meaning of Randwick Racecourse, Alison Road,
the Australian Jockey and Sydney Turf Randwick
Clubs Merger Act 2010)
Merged racing club (within the meaning of Canterbury Park Racecourse, 98 King
the Australian Jockey and Sydney Turf Street, Canterbury
Clubs Merger Act 2010)
Merged racing club (within the meaning of Rosehill Gardens Racecourse, James
the Australian Jockey and Sydney Turf Ruse Drive, Rosehill
Clubs Merger Act 2010)
Page 52
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