MOTORCYCLING NSW LTD. ANNUAL GENERAL MEETING, BLACKTOWN 24 May, 2018

The meeting opened at 7.45pm, with MNSW President Tim Sanford in the Chair. All Directors and the CEO, Dave Cooke, were present, and Amy Knop, (acting as Minute Secretary).

The Directors & CEO The Office Staff

The President welcomed all Delegates for attending. Before reading the Minutes of last year's AGM, he announced that MNSW had completed the move to the new office at Smithfield, but operations were not fully functional, as some equipment was not installed. He also mentioned that settlement of the sale of the Parkes St property would take place on Friday, 25th May.

The minutes of the 2016 AGM were taken as read. PRESIDENT'S REPORT

In recognition of this achievement, at the recent AGM of Motorcycling

Australia, MNSW was awarded the trophy for "SCB of the year". He credited this remarkable change to a stable and supportive Board, the experience and skill of CEO Dave Cooke, and the dedication and skill of the office staff.

He introduced Amy Knop, Administration Manager, Aimee Mapapalangi, looking after the Central Region, Caitlin Burns, the Southern Region and Jesse Franklin the Northern Region, Louie Henry, our Bookkeeper, Paul Caslick, the Development Manager and Jack Doherty, the Media Officer.

The decision to abandon the Nowra project was disappointing and also very expensive for the company, but since then more information has been revealed which confirmed that the scheme was never going to proceed.

He thanked the staff, his fellow Directors and the Clubs for their support during the year and looks forward to a year of further progress.

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CEO REPORT

Dave Cooke discussed the reorganisation of MNSW after the departure of the former President and CEO,

His main aims for the previous year were:

Rebuilding the Administration team, which had a staff turnover of 8 out of a total of 8 now;

The restructure of office duties to improve service to members and Clubs,

The setting of new strategic directions for sporting development and financial control,

The Improvement of relationships with the Government.

Most of these goals were achieved, and he offered his thanks to the President and Board for their guidance, and the dedicated staff for their work in turning the organisation in a new direction. He particularly mentioned Amy Knop for her efforts assisting him during the transition period, and Louie Henry for his work sorting out the former management's strange accounting practices.

His comments on the cancellation of the Nowra project show that following his enquiries, some critical information which would probably have prompted the Board to abandon the project several years earlier had been withheld. This could have saved the company hundreds of thousand dollars. After his investigation of the Nowra business plan, he informed the Board that if they insisted on continuing with the project, he would resign, as he did not wish to be connected with the project.

Since then, some of the money which had been set aside for the Nowra project has been distributed to clubs in the form of grants or interest free loans to assist in improvements or equipment for Club circuits. This has resulted in around $500,000.00 being allocated, and will make things safer and more enjoyable for riders and spectators.

For the coming year his goals are Growth, Promotion and Leadership. These are areas which he feels have been neglected over the last years and with the help of members, he intends to implement these goals for the improvement of our sport

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FINANCIAL REPORT

The Chairman apologised to the meeting for the Financial Report as presented, as all the even numbered pages were missing, believed to be due to a photocopier download error. He assured members that the complete report will be sent to all Clubs. The meeting continued with parts of the report read by the CEO.

The company made a profit after extraordinary items of $102,580.82.

Included in the report was the writing off of $76,770.52 in bad or doubtful debts. These were identified by our new Bookkeeper Louie Henry, and consist of various duplicated invoices etc which had been allowed to accumulate over years, but have finally been deleted.

Despite a number of large payouts during the restructure, Total Equity was $838,356.18, a rise of $102,580.82.

The Financial Report was accepted.

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APPOINTMENT OF AUDITOR FOR 2018

The next item on the agenda was the appointment of an Auditor. The current Auditor, Jonathan Smith has indicated that he is prepared to offer his services. This was accepted by the meeting.

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AFFILLIATION FEES The President announced that the board had decided to leave the Affiliation Fees unchanged for the 2018 year.

The meeting closed at 8.15.

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MNSW PROPERTIES LTD. ANNUAL GENERAL MEETING, BLACKTOWN 24 May, 2018

The meeting was informed that due to some problems in the financial report, the directors of the company refused to accept it, and consequently the Annual General Meeting for the Company was cancelled, to be held at a date to be advised.

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MOTORCYCLING NSW LTD. SPECIAL GENERAL MEETING, BLACKTOWN 24 May, 2018

This Special General Meeting was called to amend the new constitution, approved in February, which was found to have a number of errors or omissions. At that meeting the President asked the Delegates to pass the constitution as it was, with its faults, to enable the 2018 election of Directors to be held under the new constitution.

He promised that clubs would be given an opportunity to submit suggested amendments, and this meeting was called to consider them.

All motions to change the constitution require a minimum of 75% of delegates and life members attending the meeting to vote in favour to be passed.

Motion 1 (Multiple sections): To include the ACT in the jurisdiction of MNSW. (This was omitted). Passed.

Motion 2 (11.10: To include Life Members as voting members at Council Meetings. (This was omitted). Passed

Motion 3 (12.1.2):To include Life Members as eligible to vote in ballots. (This was omitted). Passed.

Motion 4

(25.1): To clarify the appointment of Life Members and clarify their position as part of the General Council. Passed

Motion 5

(25.1): To include Life Members in the General Council. (This was omitted). Passed.

Motion 6

(14.6.5): To set a time to destroy ballot papers. Passed.

Motion 7

(18.1.1, 18.3, 18.3.2): To insert correct year of Corporations Act. Passed.

Motion 8 (11.6):To iInclude Life Members in notices to members. Passed.

Motion 9 (14.3.6): To add a sunset clause to limit Directors to two consecutive terms, then a three year break before being eligible to renominate. Passed.

Motion 10 (14.3.7): To exclude private promotors or individuals who profit from the running of events from nominating for the Board. This motion generated a lot of discussion, considering that there is one private promotor on the board now. It was finally decided that the knowledge and experience an individual could bring to the board would outweigh any potential influence for an event, especially if nominees for the Board are required to declare any sport related financial interests in their nomination. Lost.

Motion 11 (23.1): To require that the Board review the constitution at least annually. Passed

Motion 12 (10.6):To clarify the role of Vice Chair/ Vice President in the absence of the Chair/ President. Passed.

Motion 13 (11.1.3): To confirm the quorum at Council meetings is 15 clubs and Life Members. Passed.

Motion 14 (Not related to the constitution): A motion to close MNSW Properties, and transfer its assets to MNSW. It is claimed that the original purpose of MNSW Properties, to protect the financial assets of the sport in NSW has been eliminated by legislation and legal decisions, and that it is now at potential risk of taxation liability, as it is not complying with its duty of supporting the sport, just accumulating money.

This motion also generated some discussion. One delegate claimed that a motion to close MNSW Properties Ltd., a completely separate company at this meeting was illegal.

The CEO claimed that the Board had received legal advice that the two companies were "legally linked" and so the motion was permitted.

The delegate further suggested that this was a golden opportunity to use MNSW Properties as a holding company and manager for the various circuits which MNSW has now, or is planning to acquire. (Some years ago, MNSW Properties made an offer to buy the Wakefield Park Road Race Circuit, but was out-bid by a Victorian group). This would leave MNSW to administer the sport. The present Properties income from investments would be more than outweighed by the substantial losses the circuits make, plus Properties has the funds to upgrade the circuits when required.

This would overcome the threat that Properties could lose its tax free status, and would confirm that its funds are being used in the promotion of our sport.

MNSW presently has three circuits on its books; a Mini bike circuit at Horsley Park, Goanna Tracks MX at Coonabarabran, and the under construction training circuit at Maitland. It is expected that the Nepean Dirt Track circuit will be added to the list when it's management problems and legal matters are resolved. It was suggested that Properties buy the circuits, Goanna Tracks, (freehold), and Horsley Park and Maitland (leases), giving MNSW some additional capital. It is believed that MNSW Properties has loaned MNSW at least $3.3 million to buy the Smithfield property.

The motion was passed.

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The meeting closed at 9.09pm.

Regards - Dave E