In the matter of Austinmer Bowling Club Ltd (in liq); Russell v Rodden

The respondents were members of the Austinmer Bowling Club Limited, which was wound up in 2014. The company was a not-for-profit organisation limited by guarantee. Following the winding up, there was a surplus of approximately $500,000. The respondents, as members of the company, sought directions from the Court as to the distribution of the surplus. The applicants, who were also members of the company, opposed the directions sought by the respondents. The applicants argued that the distribution of the surplus was a matter to be decided by a meeting of the members, as provided for in the company's constitution, and that only members who were also office bearers could attend and vote at such a meeting. The respondents, on the other hand, argued that the distribution of the surplus was a matter to be decided by the members generally and that social members were entitled to attend and vote at a meeting of members. The matter was determined in the Supreme Court of New South Wales. The Court was required to determine whether the distribution of the surplus was a matter to be determined by the members at a meeting, and if so, who was entitled to attend and vote at such a meeting.

The Court found that the distribution of the surplus was a matter to be determined by the members at a meeting, in accordance with the company's constitution. However, the Court found that the company's constitution did not limit the right of members to attend and vote at a meeting of members. The Court held that the restriction on voting rights to office bearers only was invalid as it was not permitted by the company's constitution or the relevant statute. The Court found that all members of the company were entitled to attend and vote at a meeting of members. The Court noted that the company was a not-for-profit organisation and that the distribution of the surplus was a matter of significant importance to the members. The Court held that it was in the best interests of the company and its members that all members be entitled to participate in the decision-making process.

The Court made orders that the distribution of the surplus was to be determined by a meeting of members of the company. The Court ordered that all members of the company be entitled to attend and vote at the meeting. The Court further ordered that the meeting be convened and conducted in accordance with the company's constitution and the relevant statute. The Court noted that the respondents were entitled to seek further directions from the Court if necessary to ensure that the meeting was conducted properly. The Court's decision ensures that all members of the company have a say in the distribution of the surplus and that the decision-making process is fair and transparent.