MNSW PROPERTIES LIMITED 2019 ANNUAL GENERAL MEETING MOTORCYCLING NSW LIMITED 2019 ANNUAL GENERAL MEETING MOTORCYCLING NSW LIMITED DELEGATES MEETING
18th June 2020, MNSW Office Smithfield, and online to clubs with Zoom.
Both Annual General Meetings should have been held earlier in the year, but MNSW received approval from ASIC to delay the meetings due to the restrictions on gatherings. So it was decided to hold the MNSW Properties AGM, MNSW AGM and the May delegates meeting together. It was also decided to run the meetings on Zoom, firstly to allow more clubs to be involved in the meetings, but also, the usual venue at Blacktown Workers Club is still closed.
The meetings were held on the mezzanine floor of the MNSW office building, above the warehouse. As you can see from the pics, it was cold and has poor lighting, but there was plenty of room for social distancing for the around 20 invited participants. They were the directors of MNSW and MNSW Properties, the staff from MNSW, various MNSW life members, and one usual suspect.
Here are my comments on the meetings, compiled from the minutes, and my notes taken at the meetings.
MNSW PROPERTIES LIMITED. 2019 ANNUAL GENERAL MEETING The meeting opened at 6.04pm. Directors present. G. Hunt, T. Sanford, B. McGlinchy,
The main business of the meeting was the 2019 financial report.
Current net assets were $5,372,322, after a grant to MNSW of $4,000.000. (This was the proceeds of the sale of the Parkes St building, and was used to buy the Smithfield property). D. Elliott, a former director of MNSW Properties was quite disappointed that the company had over five million dollars in a cheque account for over a year earning no interest whatsoever. Even in a term deposit at 1% it would have earned over $50,000. This amount would have paid all the outgoings and left a profit, instead of a loss of $13,688.
The meeting was told that company was nearing winding up, and the assets had been transferred to MNSW. There would be a final general meeting in the near future. The only other business was the appointment of an auditor. The only nomination was Jonathan Smith, who was appointed. The meeting closed at 6.15pm.
MOTORCYCLING NSW LIMITED. 2019 ANNUAL GENERAL MEETING
Meeting opened 6.16pm.
Directors present: G. Hunt, T. Sanford, C. Tickner, D. Charnings, T. O'Donnell, M. Sexton.
The minutes were read and adopted without much discussion.
The 2019 financial report was discussed, with the president explaining various points.
The loss for the year was $335,654, including the repayment of a loan of $128,000 from MNSW Properties. This is nearly $150,000 more than last year's loss although the year's income was $100,000 dollars less at $1,988,423. The largest expenses were Wages: $571,535, Insurance: $409,024, MA fees and expenses: $315,639. Total assets at 31st December, 2019 were $4,308,509. (The final transfer from MNSW Properties will appear in the 2020 financial report).
The financial Report was received and finally adopted
The president introduced retiring director and life member Mrs Christine Tickner who had completed her maximum term on the board permitted by the constitution. He thanked her for her 40 years of service to the sport, and presented her with a large bunch of flowers. There was applause from the members.
The president then announced the results of the election of one director to replace Christine Tickner. The results received from the Returning Officer are: Anthony Corby 10, Cassandra Towill 8, Greg Epis 2, Mark O'Toole 1, Michael O'Brien 13, Sean Selva 0, Ubaldo Adorno 0, Michael O'Brien was declared elected. A total of 35 votes were received from over 100 clubs plus the life members. This is a very unacceptable response from clubs, and shows a disappointing lack of interest in the people who make the decisions that run our sport.
New director, Michael O'Brien
Next business was the appointment of an auditor. There was only one nomination, Jonathan Smith, and he was accepted.
The meeting closed at 6.38
MOTORCYCLING NSW LIMITED GENERAL MEETING
Meeting opened 6.40pm.
Directors present: G. Hunt, T. Sanford, D. Charnings, T. O'Donnell, M. Sexton.
The minutes were read and adopted. D. Elliott questioned an item in the minutes which referred to the mistaken transfer of the ownership of the Goanna Tracks property to MNSW Properties. The report stated that the auditors were sure the error was made by the solicitors handling the conveyance. No-one could explain how this was not noticed since June 2014. The meeting was assured that the company no longer used the services of that solicitor.
Board Meeting Minutes: 19th March
Discussion on merits of renewing the CEO's contract. It was decided to not renew the CEO's contract.
The positions of CEO and Administration Manager to be made redundant with a redistribution of tasks to the remaining MNSW staff with the support of the board, to reduce costs and reshape the business cost model to deal with the uncertain future.
Decision to develop an Organisational Structure Model. Passed.
Decision to hold the AGM prior to expiry of ASIC extension. Passed.
Director D. Charnings appointed Company Secretary. Passed
30 April. Visitor Peter Doyle, president of MA. The board discussed the MA Ride Park plans, expected to start on 1st July. .
Peter Doyle discussed the concept of performance basis for MAIL insurance premiums. (There were no details given for this item, although risk based premiums had been considered several years ago). Discussion on 3 month extension of licences. No decision.
A question was asked re a reference to "affiliation to NMA" and "insurance gap". It was explained that it was a ruling from MAIL that they could no longer offer coverage for non MA affiliated rider groups through the National Motorcycle Alliance, the road break-down service operated by MNSW.
The Toyota Prado and the VW Van have been sold, and the trailer is to be sold for $13,000. Sports Committee Reports; There was a report that the Gosford Speedway could reopen, possibly by its former promotor, Terry Poole. Discussion on how social distancing could operate on start lines. Guidelines to be developed.
A provisional MNSW race calendar is expected to be released on Friday 19th. This of course, will be subject to changes in government policy. Reports accepted Financial Report. During the discussion on the financial report, the president admitted that there was some confusion when the report was being prepared. The directors started a thorough review of expenditure; every item was checked to see if it was required in the present circumstances. The reduction in staff wages, superannuation, sale of unnecessary vehicles etc is expected to save MNSW around $400,000 over a year. The former CEO Dave Cooke, and former Office Manager Amy Knop were paid their entitlements and the remaining staff is receiving the Job Keeper allowance; this will further reduce overheads until the sport gets back in action.
The president reported that MNSW had made a grant of $30,000, and approved a loan of $100,000 to Oakdale Junior MCC. The club has a very popular full size MX circuit at Oakdale, west of Camden. The Environmental Protection Agency had identified un-disclosed contamination on the site and required immediate remediation. This could require the removal of 1700 tonnes of waste. The circuit is used up to 40 times a year, and would seriously reduce MX competition in the Sydney area if it closed.
The lease on the Horsley Park mini-bike venue has been extended until MNSW is offered a replacement site. This plan has apparently been accelerated by the recent government decision to compulsorily acquire the Granville Speedway site, which they have also promised to replace.
The transfer of ownership of the Nowra MX circuit to the local club is expected to be settled soon. Exactly how this will be achieved is unknown, as MNSW presently holds the Permissive Occupancy lease of the 1000 acre property. The lease cannot be transferred, so I expect that there will have to be a membership swap again. The last I heard was that the circuit was being run by a private promotor, but that was before the Corona Virus shut-down of all venues.
A delegate asked what the current status of the court case was involving former MNSW director Michel Constantinou. The president replied that to his knowledge the case was still continuing, although nothing was happening at the moment.
When asked about the complaints to the Department of Sport by Australian Motorcyclist Association, he said that there had been no further correspondence.
The president announced that all clubs will soon receive a grant of $1,000 from the NSW Department of Sport, to help cover expenses while the lock-down continues.
The president apologised for some of the difficulties encountered with this first Zoom meeting, saying that it will get much better. He suggested that using this format there could be meetings at country venues in the future.
Meeting Closed and off-line, 8.05pm.
After the meeting closed there was some general discussion between the life members and others. During the talks, Ron Kivovitch, (Life member, and a former president of both MNSW and MA) passed round a printed document, which he said, may be of interest to members. It was a clause from the Corporations Act 2001 H(3). It read: "If a person is appointed by the other directors (of the company) the appointment must be confirmed at the next Annual General Meeting, otherwise the person ceases to be a director at the end of the Annual General Meeting".
MNSW has several appointed directors, and I don't remember any appointment confirmation motions during the AGM. When this matter was brought to the attention of the president, he was disappointed that this matter was not brought up during the AGM, when this requirement could have been completed. (I must admit that during the meetings it was difficult for the live meeting members to keep track of where the meetings were up to).
If this clause applies to MNSW, I do not know what the present position is. The board probably has a quorum from the elected directors, and possibly they could re-appoint the former appointed directors. The only problem is that director Charnings has recently been appointed as company secretary.
I think it's time for advice from the company law expert.
The Zoom meeting was certainly confusing, both for the members present at the office and the online participants. But clunky as it was, it shows great potential to allow country clubs to be involved in the running of our organisation. With better equipment, and a bit more practice it could revolutionise our meetings.
From the feedback I have received it is well worth continuing the Zoom meetings. It has opened a door to the MNSW meetings that many country clubs have never seen and only dream of participating in. So get ready for the next one; practice your lines and check your makeup!
The MNSW calendar has been posted and it appears that we are on the way to a slow return to competition soon. But this is always subject to the prevailing government assembly rules and regulations. Unfortunately, these can change from day to day, as has happened in Victoria over the last few days.
So practice your social isolation rules and stay safe.
Regards .......Dave E.