I am sorry to admit that I was unable to attend these meetings, as I am still recovering from a couple of weeks in hospital. I have phoned a few friends who attended the meetings to get an idea of the results, so most of the following notes are second hand. My apologies for the delay in reporting the news.
MOTORCYCLING NSW LIMITED ANNUAL GENERAL MEETING, 27 May 2021. The meeting started at 6.45 with the President, Gavin Hunt in the chair.
Other directors present: T. Sanford, D. Charnings, M. Sexton, G. Hunt, T. O'Donnell
The minutes from the 2019-2020 AGM were read.
The 2019-2020 Financial Statement showed a loss of $428,014. During the year the company received $5,258,006 from the winding up of MNSW Properties, and NSW Government grants $178,000.
Total assets are $9,023,562. Accepted.
MNSW PROPERTIES LIMITED REPORT & DEREGISTRATION.
The final "grant" from MNSW Properties to MNSW of $5,258,006 was transferred and is shown in the MNSW Financial Report. This makes a total of $9,528,006 MNSW has received from Properties. MNSW Properties made a loss of $4,602 for the year, being Auditors fees and depreciation. The Certificate of Deregistration of MNSW Properties Limited from ASIC was tabled, dated 27 December, 2020.
APPOINTMENT OF AUDITOR: The present Auditor, Jonathan Smith of Gilbert Smith Johnson, Chartered Accountants was re-appointed.
ELECTION OF DIRECTORS: There were four nominations for two vacant positions on the Board.
The nominations were: Paul Hinds, Gavin Quinney, Anthony Corby, and John Walker.
The meeting refused to accept the results, with speakers claiming that the constitution specifically requires a postal ballot, with no provision for alternate voting. The ballot will have to be re-held, but no new candidates will be permitted. Not having two new directors will leave the board short-handed, but it should still have a quorum. Until the new ballot is held and the successful candidates declared at a reconvened Annual General Meeting, the board could appoint a couple of temporary replacements. How it will elect a new President is also a problem.
NOMINATIONS FOR LIFE MEMBERSHIP:
There were two nominations for Life Membership; Bob McGlinchy and Dave Elliott. Both these gentlemen have given a lifetime of service to our sport and deserve recognition. Both were elected.
The AGM was adjourned to a date to be advised.
MOTORCYCLING NSW LIMITED EXTRAORDINARY GENERAL MEETING, 27th May, 2021. This meeting was to be held immediately after the AGM, with the only business to approve a new constitution.
The chairman was director Trent O'Donnell. Before opening the meeting the chairman announced that the vote on the new constitution would not be held. He stated that the board believed that the wording of the proposed constitution did not fully convey the board's intentions and the constitution would need to be rewritten to explain the suggested management process.
The proposed constitution was withdrawn.
MOTORCYCLING NSW LIMITED DELEGATES MEETING: 27th May, 2021. This meeting was held after the aborted Extraordinary General Meeting, chaired by director Trent O'Donnell.
RACE PACE Vs MNSW COURT CASE: Readers may recall that this case was sent for mediation on 26th February. Apparently no decision was reached, so I expect the case to continue. MNSW's legal fees defending this matter are already over $100,000 and climbing. A Supreme Court hearing has been set for November and is expected to run for several days. This case is not a sure win, as it has exposed a deficiency in the MNSW constitution over the relationship between private promotors and MNSW. This is one of the proposed changes the new constitution would have corrected.
An application from Northern Classic, Vintage & Veteran MCC. This club, which was formed in 1990 comes from Sydney's North Shore. Their activities are social rides and restoration of old bikes. The application was approved after considerable discussion.
EASTERN CREEK SPEEDWAY: Previous reports that the bike and kart circuits at the currently under construction Eastern Creek Speedway were deleted from the project have been reversed. There seems to be a change of heart by the government, and MNSW is now back in discussions about requirements, including a possible new home for MNSW.
Meeting closed at 10.30pm.
The outcomes of the AGM and the Extraordinary General Meetings will be a disappointment to the board. But I suggest the results were not a surprise. As soon as the ballot papers for the election of Directors were received clubs were contacting MNSW to clarify the confusing voting directions. Obviously the response wasn't enough to correct the problem.
In my opinion the constitutional changes were never going to pass. During the peak Covid 19 period last year the board quite rightly reacted to the reduced income by severely cutting overheads, selling assets and reducing staff, including terminating the CEO, whose salary was the largest expense. This seemed a good idea at the time, but I don't remember any discussion about the changes being permanent. When I raised the matter of replacing the duties of the CEO at a General Meeting, I was informed that the board had dispensation to continue during the crisis without one.
Apparently the board decided that they could do without a CEO permanently, and started re-writing the constitution to transfer all of the duties of the CEO to others, either contracted out, delegated to other office staff, or handled by the board themselves.
I am concerned that under the proposed constitution, there will be no one person who has day to day oversight of all the company's functions. I believe that the board's duty is to make policy decisions and oversee the management of the business, not run the office by remote control, nor get involved in disciplinary matters.
Over the years, when changes to the constitution were proposed, the draft was forwarded to the clubs for their consideration, requesting feedback and possible amendments. This constitution was not circulated for consideration, although we are told that MNSW's legal advisers had checked it. This proposed constitution is a major change; the company has had a CEO since its foundation, and I suggest there should have been consultation with clubs long before it was put to a vote.
If the company is to do without a CEO then the management procedures and supervision process will have to be clearly explained.
I can understand that the board is under pressure to get things completed, but by taking short cuts, a decision is now further delayed.
It will be interesting to see what changes are suggested and whether the board will invite members' opinions. When this will happen has not been advised, so members can take their time to read the current proposal and wait for the amended version.
Regards ........Dave E