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Minutes of a Special General Meeting held at Glendowie Bowling Club rooms. 25 Chelmsford Avenue, Glendowie, at 10.00am on Friday, 5th May, 2017


Notice        Written Notice of Motion to hold a Special General Meeting was given at the General Meeting on 7th April (moved Brian Matthews, seconded Bruce Robinson).  Notice of the meeting and the recommendation by the Committee to wind up the Club was contained in the Club’s newsletter N361 and was mailed to all members on or about 28th April 2017 (thus giving notice of only 1 week).

Present      President Wallace Bottomley (presiding), and 36 members as per the attendance register.

Quorum      A quorum was present, (being not less than 25% of the current members totalling 45 as at this date).

Apologies   The apologies were named, and sustained from about 9 members as per attendance register.

Motion        Moved by W Bottomley, seconded by O Diggelmann, “The Probus Club of Glendowie will windup its affairs”. 


The President reminded the meeting that at the previous month’s general meeting for which notice was given in writing to “Discuss the future of the Club,” discussion points had been recorded in brain-storming mode and were displayed.  These were:

  • Amalgamation with another Probus Club.
  • Fellowship is our Mission.
  • Committee has 4 vacancies and has difficulty to form a quorum (6).
  • Reduce the quorum required. (This would require an amendment to the By-laws).
  • Wind up the club. (This would require a Special General Meeting and 2/3rd vote by Members present).
  • Suggestion to make the club attractive to ladies.


Committee recommendation:

The newsletter stated the Committee’s recommendation to windup the club, its reasons, and the strategy to invite Executives from St Heliers Mens’ Probus Club to pitch to our Members to transfer to their Club.

  • John Tingey, President of St Heliers Mens’ Probus Club described their club as friendly to ladies. He described their various activities and invited Glendowie Members to attend their next two meetings.
  • John Fitzmaurice, Vice President, set out the terms of transfer to St Heliers Mens’ Probus Club. The subscription is $40 p.a., badges are $15 each, but the joining fee would be waived.  Participation in the affairs of the club is a requirement.

Defect in the notice:

Tim Donaldson pointed out that insufficient notice had been given for this SGM and that the exact wording of the motion to be considered had not been stated in the newsletter. The President responded by asking the rhetorical question if there was any doubt about the purpose of this SGM.  He referred to Roberts Rules of Orders on the effect of notice on the vote.  It provides a survival tip where By-laws state that notice is required: “For most critical actions, (e.g. Merge or dissolve an unincorporated society), in absence of a required notice, a majority vote by all Members.”


Moved Owen Diggelmann, seconded John McDermott, a motion: The defect in the notice should be excused.  Votes are 33 for; 1 vote against.  Carried.


Discussion and vote

The President moved the motion: The Glendowie Probus Club shall wind up its affairs. It was seconded by John McDermott. 

Members were asked to speak to the motion. 

  • Bill Brabazon said that he had hoped to outlast the Club.   
  • To a question asked by Graham Wallace about when this would take effect, the President said that speakers have been scheduled for June and July, therefore there will be two more general meetings and a mid-winter luncheon.

The President called for amendments.  Nothing was heard.

The President asked if he could hear a motion from the floor asking for a secret ballot.  Nothing was heard. 

The President then put the substantive motion.  Votes by a show of hands are: 31 for; 3 against.  This being a 2/3rd majority, the motion is carried: The Probus Club of Glendowie shall wind up its affairs.


Disposal of Club Funds

The Club’s By-laws stipulate that funds may be transferred to another Probus Club or similar organisation or donated for a charitable purpose. Members may not benefit directly. The President said that the Committee would determine how the remaining funds would be disposed. He announced that a mid-winter luncheon “wake” would be held at Waipuna Lodge on Thursday 17th June 11:30 for 12:00.  Cost $20 per head, with the balance of Waipuna’s meal charge to be subsidised by the Club and the bar tab picked up by the Club. Executives from surrounding Probus clubs would be invited as guests. 


A show of hands was asked for those intending to take the planned bus tour via the Scenic Drive to Riverhead to lunch at the Hallertau Craft Brewery. It would be similarly subsidized by the Club.  Cost would be $20.   About 12 showed interest. 

The projector screen at GBC belongs to the club and its Laptop PC is for sale. 

Suggestions were made about possible local recipients of funds.

Subscriptions already paid will be returned to Members.



The President suggested that if there is concern that this Special General Meeting and its resolution is invalid, we should treat this as a dry run, then do it all again next month, ensuring that two week’s notice is given.  

The Special General Meeting concluded at 10:35.

Confirmed by the Committee at its meeting on 19th May 2017.


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