166052400 Pty Ltd v Bundaberg & District RSL & Citizens Memorial Club

In the matter of 166052400 Pty Ltd v Bundaberg & District RSL & Citizens Memorial Club, the Supreme Court of Queensland considered a dispute concerning the validity of a resolution passed at a general meeting of the respondent club. The applicant, 166052400 Pty Ltd, sought to challenge the resolution, which purportedly authorised the club's committee to enter into a contract for the sale of certain land.

The central legal issue before the Court was whether the resolution was validly passed in accordance with the club's constitution and the relevant provisions of the *Associations Incorporation Act 1981* (Qld). Specifically, the Court had to determine if the meeting at which the resolution was passed was properly convened and conducted, and if the resolution itself complied with the requirements for authorising the sale of club property.

Justice Wilson found that the meeting had not been properly convened, as the notice provided to members did not adequately disclose the nature of the business to be transacted, particularly the proposed sale of land. The Court applied the principles of natural justice and the specific requirements of the club's constitution and the *Associations Incorporation Act 1981* (Qld) regarding notice of general meetings and the passing of resolutions authorising the disposal of assets. The Court held that the resolution was therefore invalid.

Consequently, the Court declared the resolution passed at the general meeting of the Bundaberg & District RSL & Citizens Memorial Club on 15 March 2023 to be invalid and of no effect.