1. The Club is an incorporated association, established by law as a legal entity under the Associations Incorporation Act (NSW) 2009.
2. Search of the NSW Fair Trading website about execution of documents notes the Association’s Public Officer as the Club’s signatory, and also the ability of an Association to execute documents using a Common Seal. Use of a Common Seal requires Committee approval (obviously this is the initial approval to enter into an agreement), prior to affixing the Seal witnessed by two members and a notation recorded in the Meeting Minutes.
3. The current Club Constitution contains provision for the Club to have a Common Seal. A Seal may have existed in earlier years, although there has been no use of such going back to 1977. By law, an Association does not now need to have a Common Seal.
4. The following NSW Registrar-General’s guidelines (reprinted below) refer to the execution of documents under the NSW Real Property Act (land and property transfers, etc). This is a common and often used process and provides a simple but sound basis for the Club to follow when executing legal documents and other agreements.

The first dot point of the guidelines is applicable to the Club.

Incorporated Associations

An incorporated association may execute a Real Property Act dealing, a Water Access Licence dealing or a deed for registration in the General Register.

A dealing or document by an incorporated association must be executed in one of the following ways:

• pursuant to section 22(1) of the Associations Incorporation Act 2009 (NSW) without using a common seal signed by 2 authorised
  signatories
• pursuant to section 22(2) of the Associations Incorporation Act 2009 (NSW) with a common seal if the seal is fixed to the dealing/plan and
  the fixing of the seal is witnessed by 2 authorised signatories or
• pursuant to section 22(5) of the Associations Incorporation Act 2009 (NSW) in accordance with the provisions of the association’s
  constitution. The relevant clause of the constitution must be stated on the dealing/plan and a copy of the constitution must be provided.

The capacities of the signatories must be stated, i.e. either public officer or authorised signatory.

Authorised signatories are:

• the association’s public officer, and
• such members of the association’s committee as have been appointed by the committee to be authorised signatories pursuant to s36 Associations Incorporation Act 2009.

Reference: https://rg-guidelines.nswlrs.com.au/land_dealings/execution_dealing_forms/incassociations

5. Section 36 of the Associations Incorporation Act 2009, headed “Authorised Signatories” is reprinted below:

5. 1. An association’s public officer is, by virtue of that office, an authorised signatory for the association.
   2. An association’s committee may from time to time appoint additional authorised signatories from among such of its members as are ordinarily resident in Australia, and may at any time revoke any such appointment.
   3. A person (other than the association’s public officer) vacates office as an association’s authorised signatory if—
      1. his or her appointment as an authorised signatory is revoked, or
      2. he or she ceases to be a committee member, or
      3. he or she ceases to be ordinarily resident in Australia.

6. To clarify who can sign or execute legal documents on behalf of the Club, the Executive Committee should record at its next meeting to appoint the members acting for the time being as President, Secretary and Treasurer as Authorised Signatories in addition to the Public Officer

Further that as from that date, and after approval by the Executive Committee to enter into a contract, lease or other legal agreement, any two of the members holding the positions of President, Secretary, Treasurer or Public Officer, be empowered to sign on behalf of the Club.

This document prepared by Harley Dreghorn, Treasurer & Public Officer 04/02/2021

7. The above document was tabled at the Executive Committee Meeting held on 09/02/2021, with the following Motion moved, seconded and carried That any two of the following officers be authorized to sign contracts and other legal documents on behalf of the Club: President, Secretary, Treasurer, Public Officer.