The next minute shows that before 23rd August, 1923, three of the committee had resigned. Nevertheless, on that date the remaining four members, together with the solicitor, Mr. Bouchard, proceeded to adopt a constitution and rules and rules of racing for the club and to decide that they be printed. Having done this, they went on to co-opt three persons to fill the vacancies on the committee.
Burke then reported that he had arranged for the purchase, on terms, of Kedron Park as from 1st July, 1923, for the sum of £250,000, the vendors to account to the club for any profits made since that date. The terms were to be £1,000 cash, £10,000 by equal monthly instalments during the first year, the first instalment to become due on 1st October, 1923, and the balance at the rate of £20,000 per annum, in similar instalments.
Still without any discussion of the proposed terms of purchase, the meeting next resolved that Mr. E. J. Lawrence, the manager for Messrs. Nathan and Wren, be secretary of the club, and adjourned till the next day. Next morning the same four committeemen, with the assistance of one of the new appointees, attended the adjourned meeting. At this the chairman explained that he had consulted Messrs. Bees and Bouchard, who had consented to act, as trustees.
The documents for signature, received from the vendors' solicitors, were then brought forward. Burke stated that he had perused them, and explained their provisions, and finally the five gentlemen resolved that they be approved and that the trustees be requested to sign them, and that the purchase be completed in the terms of the contract. They also resolved that the chairman and secretary arrange for an overdraft of £1,000 with the club's bankers.
The terms of purchase, as thus finally approved, were identical with those already provisionally agreed to by Burke in Sydney.
It does not appear that any of the forty-eight suggested foundation members, other than these five gentlemen, had any knowledge of the above proceedings.
Nevertheless, on that same day, the 24th August, 1923, without the formality of the enrolment of any members of the club under its newly adopted constitution, without the formality of any election of a committee under its rules, and without the passing of any resolution other than as above authorising the same, the Agreement of sale (Exhibit 23), a further Agreement (Exhibit 23A) making clear that the sale related only to the Kedron business and an Agreement of indemnity to trustees and members (Exhibit 23B) were executed.
These three documents are set out in full in Appendix C.
Exhibits 23 and 23A are signed on behalf of the club by Messrs. T. W. Bouchard and G. Bees, who purport, to. contract,, as trustees. Exhibit 23B is signed for the club by Messrs. Burke and E. J. Lawrence.
A cheque for £1,000, purporting to be signed, for the club, in payment of the deposit, was then handed to the vendors, who, on the same day, handed over a cheque, drawn in favour of the club, for £1,782 16s. ,10d., representing profits from 1st July, 1923. With this cheque; and other sums amounting to £120, apparently derived from six members' entrance fees, an account was opened at a bank, on the same day, in the name of the club. On its subsequent presentment on the 3rd September, 1923, the £1,000