A SYDNEY club has defended its decision to have the corporate shell of Stockton RSL & Citizens Club “voluntarily liquidated”, saying it was simply part of a merger between the Sydney and Newcastle clubs begun in 2016.
But some members of the Stockton club, including Terry Fitzgerald – who questioned the merger in the first place – are unhappy with proceedings.
The matter came to the surface this week when letters dated Friday, December 22, were received by Stockton club members, inviting them to a meeting at the club on Monday, January 22. At that meeting, a special resolution would be put, that: “The club be wound up voluntarily.”
Simon Thorn, the liquidator from the Newcastle branch of PKF Australia appointed to handle the matter, said the Stockton club had voted in July 2016 to amalgamate with the City of Sydney RSL & Community Club.
Mr Thorn said the wind-up resolution related to the corporate shell of the Stockton club, not the club itself.
Despite what members may have read into the letter, signed by a director, Stephen Spruce, on behalf of the Stockton board, there was no intention to shut the Stockton club, which would remain open.
A “declaration of solvency” document lodged with the Australian Securities and Investments Commission on December 20 shows that the Stockton club has no assets and no liabilities.
Read more: Merger vote passes at Stockton
A spokesman for the City of Sydney club confirmed that all of the assets of the Stockton club, including its buildings, land, liquor licence and poker machine licenses, had already been transferred to the Sydney club as “per the terms of the amalgamation”.
“Under the rules of club amalgamations the you have the parent club and the child club, and the child club as a legal entity ceases to exist under the rules, and that legal entity has to be wound up,” the City of Sydney spokesman said.
“Our club can’t close Stockton,” he said. “It would have to go before the members and the members would have to agree, for whatever reason. The club is protected for five years at least before you could even look at that.”
Despite these assurances, Mr Fitzgerald – a long-term Stockton resident and club member – said the “merger or amalgamation” was a “straight-out takeover in which we have given them $4 to $5 million in assets and a club that is trading profitably, for nothing”.
The club lost $182,000 in the 2013-14 financial year, when the merger was sought, but recovered to make $141,000 in 2014-15.