MOTORCYCLING NSW LTD. GENERAL MEETING, BLACKTOWN, 25 October, 2018

The meeting opened at 7.40pm, with the President, Tim Sanford in the chair. Christine Tickner, Gavin Hunt, Michel Constantinou and the CEO, Dave Cooke were present.

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KEVIN CHARLES MCDONALD. OA.

Motorcycling NSW and our sport lost one of their most dedicated and enduring members with the passing of Kevin McDonald on 19th October, aged 86.

Kevin was a Foundation and Life Member of Panorama MCC and had been the organiser of their long Track events for many years. He was a Level 4 Steward and Clerk of Course, and officiated at many National events. He was elected President of Motorcycling NSW in 2000 and served for 4 years. In 2008 he was made a Life Member of Motorcycling NSW for his service to the Sport, and in 2016 he was awarded the Order of Australia, General Division, for his services to Motor Sport.

The funeral was held in Bathurst on 22nd October and was attended by Bathurst City Council representatives, and many riders and officials, including directors of MNSW.

Kevin McDonald at an MNSW General Meeting at Blacktown in 2017. He is wearing his Panorama Club jacket, with his MNSW Life Member's badge and bars, his Panorama Club Life Member Badge, and his OAM.

The President gave a touching eulogy of Kevin's long involvement with the sport and called for the meeting to stand for two minutes silence.

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During the reading of the minutes the MA Alliance Agreement was mentioned. Discussion was deferred to General Business.

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REPORTS:

During reports, NCRR delegate Dave Elliott discussed the recent Round 3 of the NSW Short Course Road Race Championships Series promoted by the club at Oakburn Park Raceway Tamworth on 29-30 September. He then called on CEO Dave Cooke to give a rider's opinion of the meeting.

Dave Cooke confirmed that he rode in the 500cc event, admitting that it was much more demanding than he expected, including one fall.

He complimented the club for it's professional promotion of the event and agreed that MNSW should be doing more to support this form of racing. He concluded by saying that the event was the most fun he had at a race meeting for years.

*********** LIFE MEMBERSHIP:

Readers may remember that in the last newsletter I mentioned a motion at the August meeting to reinstate Len Main as a Life Member of MNSW. That motion was passed. At tonights meeting delegates were informed that this had not been carried out. CEO Dave Cooke stated that MNSW had received legal advice that as Len had never been a Life Member of MNSW he cannot be reinstated. Also the appointment would not comply with the new constitution, which requires nomination, recommendation by the Board and election by Special Resolution of the General Council.

The meeting was not happy with this decision, so the board will have to find a way of correcting this omission.

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FINANCIAL REPORT:

A delegate questioned the continuing references to income and expenditure for the Nowra Motoplex, which it was understood, was now being run by the Nowra Club. The CEO, Dave Cooke explained that the club was using the MNSW Eftpos facility for rider fees, and that the income was offset by a debit at the end of the month. He added that the Nowra club was having difficulty running the venue as a business, and that MNSW had been in discussion with the club over the possibility of leasing the operation to a commercial operator. He suggested that if a suitable operator was found a one year trial period to decide if the idea was feasible may be required.

(MNSW remains the Permissive Occupancy lessee of the property from the NSW Government).

GENERAL BUSINESS:

Discussion on the MA Alliance Agreement was opened with several delegates expressing their concerns over various clauses.

NCRR delegate Dave Elliott suggested that Clause 5.3.2. whilst acknowledging that each LCB representative has a legal and moral responsibility to act in the best interests of their members, the agreement still expects the alliance members "to be bound to accommodate the interests of all other participants".

Further on, in Clause 5.8, the agreement requires members to comply with "our Alliance Culture, including unanimous decision-making in respect of Alliance Business. "Every determination, decision, outcome, solution or resolution of the Alliance Leadership Team will be made unanimously on a 'Best for Motorcycling Basis'". When asked to clarify the 'Disputes' clauses, the President explained that this refers to one or more participants not agreeing to a decision. This is covered in the 'Wilful Default' clause 7.8, where a number of options are available to the remaining Alliance members, including Disaffiliating the defaulting LCB, requiring the LCB to re-constitute their board, requiring the LCB to dismiss employees, appoint receivers to the LCB, or take any other action that is consistent with the "Alliance Objectives and is 'Best For Motorcycling'". It continues with "Wilful Default will give rise to enforceable obligations, rights or remedies under statute, at law or in equity".

When asked to explain how this would work, the President said that it can never happen. This document is an agreement, not a contract. There is no way that MA can exercise any powers over MNSW which is an independent company.

In the agreement, (Clause 13.3 (Governing Law) requires that "the parties irrevocably submit to the jurisdiction of the courts of Victoria", so it appears that MA thinks that some of these conditions are legally enforceable. Another clause, 2.1, (Principles and Objectives) mentions that "we will use the following principles as a guide to our actions and decision making:

2.1.4: "Flexible financial arrangements" to ensure each participant is financially sustainable. In my opinion this sounds suspiciously like higher charges for MA services for the more successful LCB's to subsidise others, probably at MA's discretion.

A delegate asked the President to confirm a report that Motorcycling Victoria had refused to sign the agreement.

The President agreed that MVIC was "still negotiating". He added that their concern was that the agreement could require them to contribute some of their assets to MA, including their Broadford race venue.

This concern was supported by delegates at this meeting, with MNSW assets (including those of MNSW Properties Limited) around $10Million, the majority in cash.

At last report, MVIC had not signed the agreement.

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NEXT MEETING:

The December General Meeting will be held at MNSW's new offices at Smithfield, if they can find it.

Meeting closed at 9.15pm.

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MNSW PROPERTIES LIMITED

2017 ANNUAL GENERAL MEETING This meeting was deferred from 24 May, 2018, when the Directors noted some errors in the Annual Financial Report and refused to sign the document.

The meeting opened at 9.15. Bob McGlinchy chaired the meeting in the absence of the President, Zara Griffin, with Tim Sanford, Steve Wyres, Gavin Hunt and Dave Cooke attending.

The minutes of the 2016 AGM were not available.

The Chairman discussed the background of Properties, and why it was formed. It was formed to protect the assets of MNSW, so that a complete financial extinction of the State Controlling body could not happen again, as happened when the ACU of NSW went bankrupt after the Australian GP promotion failed.

In a couple of years Properties accumulated enough money to buy its first property, in High St Harris Park, which became the MNSW office. With the rent from the property, the income from transponder hire and investment interest, Properties soon became quite financial and in 2006 bought another, larger office building in Parkes St Harris Park which MNSW moved to.

In 2017 the board of MNSW receive legal advice that the use of MNSW Properties as protection of assets was no longer valid, and that the taxation position of Properties as a non-profit body was legally doubtful, as it was not distributing or supporting the promotion of the sport, just accumulating money. The majority of this money was expected to be spent on the Nowra Road Race project, but this plan was cancelled in April 2017.

The High Street property was sold for $3.5Million.

At the 2017 MNSW Annual General Meeting a motion was passed to close MNSW Properties and transfer its assets to MNSW. Since then the Parkes St office was sold for $3.3Million, with this money granted to MNSW to buy the new Smithfield office. The 2017 Annual Financial Report shows the income for the year to December 2017 was $117,733.21, and assets of $9,106,973.66.

Several former directors of Properties spoke strongly against closing the company, especially Syd Jackson. He pointed out that the company could have easily complied with the constitutional requirements by allocating money to suitable projects within the sport, and if this had been permitted by MNSW, there would not have been a profit, so there would have no concerns about tax liability.

The President replied that the decision to close MNSW Properties Limited has been made and the matter would not be reconsidered. The directors will now proceed to transfer the Properties assets to MNSW, and the company will be wound up.

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Meeting closed 9.38pm.

Regards .....Dave E

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LATE NEWS

VALE, KEITH GREENLAND, 1945-2018

I regret to advise members that another old member of Ryde MCC passed away last week. Keith Richard Greenland was a member in the 60's and 70's and raced sidecars with Barry Miller as passenger. He was aged 73. The funeral was held on Friday, 2nd November at Castle Hill, with over 130 attending. Keith had been a keen riding member of Ulysses Hills District and Sydney branches, and a large number of Ulysses members attended in club colours.

The chapel car-park was packed out, with over 40 bikes. Ryde club was represented by Carl and Margaret Philipp, Barney and Beryl Miller, Gwen West, Gary Higgins and Dave Elliott. Keith is survived by his wife Linda, who is in very poor health, two sons and their families.

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