MOTORCYCLING NSW LTD. GENERAL MEETING, BLACKTOWN WORKERS CLUB, 28 February, 2019
The meeting opened at 7.45pm, with the President, Tim Sanford in the chair. Christine Tickner, Gavin Hunt, Leon Sayers and the CEO, Dave Cooke were present. Ms Amy Knop was Minute Secretary.
The meeting was packed - with the biggest attendance I have seen at this venue.
After opening the meeting and a few formalities, the President discussed some items from board minutes.
PARRAMATTA SPEEDWAY: An application to licence Parramatta Speedway for bike events, lodged by promoter Graeme Boyd was refused. The board was not happy with the condition of circuit, and considered it unsuitable for the events he planned to promote. A recent promotion at Newcastle showground conducted by his organisation was apparently very badly run and there are ongoing complaints about prizemoney not being paid. It was also found that alcohol was on sale at the venue, which was not permitted in the event permit.
(It was pointed out that the catering at the venue, including the sale of alcohol was controlled by the showground trust, not the event promoter. The President pointed out that a public risk policy to cover the sale of alcohol at an event would cost thousands, instead of the $300.00 he was charged by MNSW).
NEW LAND OFFER (MAYBE):
In a discussion on the tenancy of the Horsley Park mini bike circuit, the CEO mentioned that MNSW had been in negotiations with the Minister for Sport, Stuart Ayres, and government officials over a replacement site. The latest offer, somewhere near Eastern Creek, and believed to be also controlled by the Western Parks Authority was hoped to be big enough for the mini bike area, plus a MX and speedway circuit.
Naturally this is all dependent on the Liberal Party being returned at the coming election. (Long term readers may recall that about 10 years ago, MNSW Properties was negotiating for some land at Eastern Creek, also owned by the authority, but it turned out that it would not have become available for at least 20 years, after it had been built up 4 metres by a rubbish dump.)
During discussion on the MNSW financial report, a delegate questioned the bottom line, "Nett Profit /Loss", which showed a profit of $3,603,438.43 for the year. He claimed that without the loans and grants from MNSW Properties the company would have made a loss.
The President reluctantly agreed, saying that the funds from the sale of the Parkes St property, owned by MNSW Properties, was used to buy the new Smithfield office, which is in MNSW's name. The main one-off expenses connected with the new property, such as stamp duty, refurbishing costs, removal expenses etc, are all completed.
He also mentioned that with the introduction of Ridernet, MNSW was receiving a smaller proportion of licence fees etc. There had also been a 2% drop in the number of licence holders in NSW, although this percentage is low compared to some other states.
MOTION 1: That Mr Michel Constantinou be removed as a director of Motorcycling NSW Limited.
After introducing the motion, the President read the rationale, which outlined the board's view that Mr Constantinou's position as a private promoter within the sport created a fundamental conflict of interest on the board, and impacts his duty as a director to act in the best interests of the members of Motorcycling NSW.
This may have led to potential breaches of his obligations under the MNSW Constitution, the MNSW Governance Policy, and possibly the Corporations Act 2001 (Clth).
He continued with over 2 pages of occurrences and information which supported the board's view.
During the President's conversation Mr Constantinou remained sitting in the body of the room, however there were occasional interjections from delegates. When the President completed his address, Mr Constantinou was invited to present his defence.
Mr Constantinou opened his argument by saying that the board was fully aware of his business links in our sport, and delivered an itemised response to the first 6 claims. He quoting dates, emails and board meeting minutes where he claimed the board had mistaken his efforts to improve the MX series generally as attempts to advantage his business. He claimed that he had not received any official notification of the specific offences, and the last two offences read by the President he had never heard of, and he had not been given sufficient time to respond.
After Mr Constantinou had completed his defence, the President called for questions from delegates, warning the meeting that speakers would be limited to brief speeches.
A speaker against the motion (who appeared to have a legal background) opened with claims that Mr Constantinou had been denied procedural fairness, natural justice, and not given an opportunity to be heard. He continued by quoting various laws and acts, including the Companies act to support his argument.
A solicitor hired by MNSW stated that the MNSW Constitution, the MNSW Governance Policy and the Companies Act all require directors to act in the interests of the members of the company, (the clubs), and they must put MNSW before any personal business interests. An objection from the floor claimed that the solicitor was conflicted, as he was acting for MNSW. The solicitor replied that he was there only for legal advice. The members at this meeting will make the decision on the motion, not the board.
A second speaker opposing the motion continued with various legal references to evidence and here-say. He demanded Mr Constantinou be reinstated, that MNSW introduce a register of interests for directors, that MNSW introduce new processes to review alleged offences including a time frame, that new rules be introduced to manage web sites, and schedule regular reviews of all procedures.
Ron Kivovitch, (Life Member) supporting the motion stated that MNSW Ltd is a public company, limited by guarantee, and the MNSW Constitution and company laws are quite specific on the duties and obligations of directors, and there was ample evidence that these rules were breached. He then moved that the motion be put.
The President reminded delegates that this was an ordinary motion which required more than 50% in favour to be approved, and that only hands holding voting cards would be counted. The motion was then put.
The motion was carried, 28 in favour, 9 against. When the vote was declared, considerable shouting and abuse started in the back of the room and a number of members walked out of the meeting.
The board must now make a decision whether to appoint a temporary director, or more likely, call for nominations for three directors for the coming elections, instead of two to replace those who are resigning in rotation. The board must also consider whether the offences should warrant additional penalties, which could include cancelling Mr Constantinou's Promoters licence.
Whether Mr Constantinou will appeal the meeting decision is not known, but he has 28 days to give written notice and lodge the appeal fee. The appeal must then be heard by the Appeals Committee.
Zara Griffin gave a report on recent Road Race events and discussed future meetings. She also discussed a recommendation to the MA road race Commission to introduce a National Grading System. The present system, she claims, seriously disadvantages NSW riders competing interstate, however she admits that replacing it would be a massive technical problem.
NEW PRIVATE PROMOTERS
Two applications for affiliation were presented;
Motorcycle Events Australia, which will be running ride days at Eastern Creek, approved
Gasworks Motor Sports, a group from Junee who have restored a disused speedway and intend to conduct recreational Historic Dirt Track and Speedway events. Approved.
MA PRESS RELEASE
A delegate asked if the President could offer any further details of an Emailed MA Press Release which the delegate had received. (See the last item in the newsletter for an outline of its contents). The President was unaware of the Press Release, but was prepared to comment on the continuing reluctance of Motorcycling Victoria to sign the MA Alliance Agreement.
Apparently M-Vic is still worried about possible financial liability, but now some additional concerns have arisen. He said that M-Vic had asked for permission to send an observer to the next meeting, which is at least a sign of interest.
When asked what M-Vics status was in the organisation at the moment, he said that it was still a member of MA, paying fees, getting permits etc, but has no say in the management of the sport.
General Meeting closed, 10.27
MOTORCYCLING NSW LTD. SPECIAL MEETING, BLACKTOWN WORKERS CLUB
The Meeting opened at 10.30, with the President Tim Sanford in the chair.
After opening the meeting the President informed the members present that the only business to be dealt with at this meeting are the two formal motions shown in the agenda, to amend the MNSW Constitution. Both motions are moved by the board.
He reminded the delegates that as Special Motions they require a 75% majority to be approved.
This motion is to add a new item to s14.3 of the MNSW Constitution which outlines those persons who are not eligible to nominate for election as a director.
Add "14.3.7. Individuals, or representatives of corporate entities, who are promoters and receive a financial advantage from motorcycling events".
The President outlined the board's views on having private promoters on the board, saying there was always the possibility of influencing decisions to favour private interests, even unintentionally. There was also the possibility that information from board meetings could be used to disadvantage rival promoters.
He stressed that a director's duty is to the MNSW organisation, and personal or business interests must be ignored.
The President then called for speakers on the motion, reminding speakers that time will be limited and they must speak on the motion.
A speaker opposing the motion claimed that having private promoters on the board could be beneficial to the sport, as they can bring new ideas to the sport. He claimed that MNSW actually encouraged this principle by having provision for non-elected directors. As long as the promoter has declared his outside interests, he should be permitted to remain on the board.
After various other speakers the motion was put to a vote and was defeated, having failed to achieve more than 75% majority.
This motion is to change the MNSW Constitution reference to the minimum number of meetings the board must have during a year.
Change: "10.1. The MNSW board must meet regularly and, in any case, not less than 11 times per calendar year, for formal MNSW board meetings"
To: "10.1. The MNSW board must meet regularly and, in any case, not less than 6 times per calendar year, for formal MNSW board meetings".
The President then read the board's rationale.
This change will allow the board to meet less often where appropriate, affording regional members a better opportunity to become a director and carry out the duties required with minimal cost and disruption to their normal lives. It will also be more attractive to candidates as the board seeks to appoint 2 external directors to add more skills to the board. The board currently conducts a rapidly increasing amount of it's business electronically via email and telephone, meaning face to face meetings are required less often. This increases the speed with which the board can act on any matter requiring attention. As per the Constitution, any director will maintain the power to call an extra board meeting at any time as required, in addition to the required 6 meetings.
There was very little discussion on this motion, with no speaker really offering an argument against it.
Eventually discussion was closed and a vote taken.
The motion was approved.
With no other business, the President thanked members for attending, and closed the meeting at 10.58pm.
MOTORCYCLING AUSTRALIA ALLIANCE UPDATE.
All MA licence holders should have recently received an emailed press release about MA's progress on several projects.
The first project is titled "What the MA Federation should look like in the future".
It discusses the ongoing problems of MA's insurance operations and offers a few ideas on sharing the cost of insuring riders, officials, and clubs as well as public risk cover more equitably. Another proposal, that riders could get their competition licence directly from MA without joining a club has been resurrected again, despite being soundly defeated years ago.
It also suggests that MA expand into the recreational (non competition) market to attract more members and income. The second project under review is "A new financial model for the MA Federation". Readers may recall the various proposals offered by MA over the years, including last year's plan to centralise all management of the sport, and take over the state bodies assets. This was overwhelmingly defeated; but I expect that a watered down version will eventually be offered to overcome MA's perennial lack of income.
It is noted that this email confirms that Motorcycling Victoria has still not joined the alliance, which suggests to me that M-Vic's concerns over financial liability in the alliance have not been resolved. My question is, does M-Vic know something that we don't, and we should find out?
The third project is to complete the integration of all club records and competition matters on Ridernet. This has certainly streamlined the management of club membership records and competition events, but it could also give MA complete access to virtually all clubs' financial accounts.