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MOTORCYCLING NSW LIMITED SPECIAL GENERAL MEETING 24 February, 2022, held at Blacktown Workers Club and on line with WebEx

Dear friends

Here are a few notes on the first MNSW Delegate's meetings of 2022.

There were two meetings scheduled for the night. The first, the Special General

Director Madeleine Bowditch, VP Annaliese Cawood, President Darren Gossling.

Meeting opened at 6.33 with three members of the new board present. Director Dave Cooke phoned to advise that he was on his way, but was running late. The newly appointed CEO, Daniel Rushworth, Director Chelsy Cheney and Acting CEO Lauren Werrin were on line. Unfortunately, there were the usual communication problems with various delegates on line. The meeting was chaired by recently appointed President, Darren Gossling., who introduced himself and the other directors. He thanked delegates present for their attendance, and those on-line for their support. The only items on the agenda for the Special Meeting were proposed by the board. Both are related to the recent election of the board in December, 2021, and proposed elections in 2022 and later. MOTION 1: That MNSW not conduct an election of directors in 2022. The rationale for this motion is that the board has barely started working together, with the formation of sub committees under way and many historical issues to resolve. By not having an election in 2022, (usually held at the AGM in May), the board could concentrate on their duties and MNSW would avoid the inconvenience and expense of another election. MOTION 2: That various directors be subject to election as follows, to facilitate rotation of board positions as required by the MNSW Constitution. 2.1: A. Cawood and D. Cooke at the 2023 elections. 2.2: D. Gossling and C. Cheney at the 2024 elections. 2.3: M. Bowditch at the 2025 elections. There was some discussion on the recommendation that Annaliesse Cawood and Dave Cooke retire first. The usual practice is that the directors receiving the lowest vote are the first to stand for re-election. Dave and Annaliesse received the highest vote in the December election; however we were informed that the board members all agreed to this plan.

D. Morrissey (PCRA on-line) suggested that the meeting should appoint a member from the meeting who should attend board meetings as an observer and report to the General Meetings.

Life Member Christine Tickner strongly opposed this suggestion pointing out that we have elected the board in good faith. Having an observer present would only show a lack of trust. This proposal was not continued, as only matters on the agenda can be discussed at Special General Meetings.

All Motions at Special General Meetings require at least 75% of eligible voters (either present or on line) in favour to pass. When the votes was taken, Motion 1 received 24 in favour, nil opposed. Motion 2 received 21 in favour, 5 opposed. With the count of votes both exceeding 75%, the motions were declared passed and the Special Meeting closed for a short break at 7.00 pm.

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MOTORCYCLING NSW LIMITED ORDINARY GENERAL MEETING

The meeting started at 7.07. Director Dave Cooke had arrived to join the other directors.

The President Darren Gossling opened the meeting. The MNSW meeting setup with the big screen behind the board table. Dave Cooke arrived for the General meeting. During his opening address, the President introduced the recently appointed CEO Daniel Rushworth (on-line). Daniel starts work on Monday, 21 March. Daniel said he was excited to be joining MNSW at this time, having spent 20 years in sports marketing, and looked forward to meeting delegates at the next meeting. CENTRALISED LICENCING: This matter was discussed at the December meeting and after much discussion, (mainly opposing the recommendation); it was referred back to the board for reconsideration. The President stated that the accountants had reviewed their figures, and decided that income and expenses were about even. Life member Ron Kivovitch disputed this claim, saying that MNSW's own figures for 2019 showed licence income of $1 million. As the sport recovers from the slump in income caused by the Covid restrictions, this is expected to eventually increase. He demanded to know what benefit MNSW would receive by foregoing this income. The President mentioned not having to pay insurance (which always went to MA), but the meeting was not impressed. Eventually the President agreed that the board should look at the figures again.

INVESTIGATION COMMITTEE: The President informed the meeting a Sub Committee of the board has been formed to investigate the alleged misdeeds and misconduct of the former board. It will be headed by director Annaleisse Cawood, who is a qualified lawyer. He pointed out that the investigations will be behavioural, not legal, and would investigate matters brought to the notice of the committee. Life Member Dave Elliott asked if the Committee would investigate the action of the former board in taking over the functions of the Arbitration and Disciplinary Committee, which resulted in it reviewing a matter in which the board was the defendant. Darren stated that he expected the former board be held to account for their decisions, adding that MA was considering making their own investigations. I don't know what action MA could take, considering that MNSW is a separate company registered in NSW, other than naming and shaming individuals. The board is also considering developing a Code of Conduct, but no details were given.

DIRECTORS FOR NOWRA DISTRICT MCC.

Directors Darren Gossling and Chelsea Cheney were appointed to the Nowra District MCC board, and Kate Peck (former interim President) has agreed to continue her position. It is hoped that these appointments will help expedite the transfer of the management of the Nowra MX and Enduro property to the local club.

HORSLEY PARK AGREEMENT:

The board has updated the usage contract for clubs which use the venue, in an effort to define and formalise responsibilities and cost sharing.

Life Member Christine Tickner suggested that it may be unwise to sign a lease extension for the site until we see how the Eastern Creek Speedway development turns out, and what provision is made for bikes.

BOARD MINUTES:

6th January, 2022. (On-line WebEx).

This was the first meeting of the new board and there was general discussion of the roles and procedures for operation. The board agreed that they must function at a strategic and governance level, not an operational level. The board has agreed to an Annual Fit and Proper Assessment of members and its operations, establish a conflicts of Interest Register, and a requirement at each board meeting for members to declare any potential changes in their conflict of interest status. Discussion on the election of the Chair (President) and Deputy Chair (Vice President). Darren Gossling was elected as President, and Annaleisse Cawood as Vice President. Discussion on Centralised Licencing. Continue discussion with MA and accountants.

Formation of MNSW Constitution Sub Committee. D. Gossling, M. Bowditch and C. Cheney volunteered.

Election of Chair, Deputy Chair, and terms of reference deferred to next meeting.

There is an existing Constitution Committee, consisting of Life Members Christine Tickner and Ron Kivovitch. Whether the two groups will share their recommendations or possibly combine is not known.

INVESTIGATION COMMITTEE:

See item P2.

2022 ELECTIONS:

Discussion on the requirements of the Constitution to call for nominations for Board positions for election in 2022. The board resolved to call a Special General Meeting to get member's approval to go without an election in 2022. See details in the report on the Special General Meeting above.

27th January, WebEx On-line All Directors present, plus Kate Peck and Acting CEO, Lauren Werrin. FINANCIAL REPORT:

Discussion on unexpected increase in expenditure in December. Lauren explained that the major item was the Race Pace settlement of $170,000. An audit is under way for presentation at the AGM in May. Life Member D. Elliott expressed disappointment with the return on the company's bank deposits; the figures from the financial report show interest for the month of 82c for total deposits of over $4.4 million. NATIONAL MOTORCYCLE ALLIANCE:

D. Cooke reported that this facility is still making money, but a decision will be needed soon on either expanding the operation or selling it.

SUB COMMITTEE APPOINTMENTS:

Finance, Audit and Risk; M. Bowditch, C. Cheney, D. Gossling, K. Peck. Policy Review: A. Cawood, D. Cooke, C. Cheney, K. Peck.

CENTRALISED LICENCING:

Report on discussions with MA, MWA, and MQLD and agreed to proceed. Review in 12 months. Delegates were not happy with this decision. Life Member R. Kivovitch insisted that the accountant's figures which suggested that transferring licencing to MA would not lose income for MNSW were incorrect. He quoted the MNSW 2019 figures which showed licencing income of $1million. The board will reconsider the figures to learn if there are benefits to offset this apparent loss.

GENERAL BUSINESS: COMMITTEE APPOINTMENTS:

A delegate questioned how Sport Committee Members would be appointed, now that there would be no elections at the AGM. The President agreed that this had been overlooked, but nominations for the Committees would be requested as usual. The appointments would be made by the board.

TIMING SYSTEMS:

A Delegate reported that the transponders hired to a club were unreliable, and the timing computer failed during operation. The President agreed that this matter needs attention. COMMENT: Hiring transponders was one of MNSW Properties main income sources. When MNSW Properties was closed, MNSW carried on the business, but the units now require replacing with more modern units. Whether MNSW is prepared to invest several hundred thousand dollars has not been discussed.

OFFICIALS TRAINING:

A Delegate commented on the shortage of trained race officials. The numbers of officials is falling, and suggested holding on-line training courses to encourage more to qualify. Apparently some promotors have been paying officials and this has added to the shortage elsewhere. He suggested that MNSW should issue uniforms to all officials to encourage a professional attitude. Marie Kirby claimed that she was the sole Seminar Presenter at the moment, and needs assistance.

RIDERNET:

The President confirmed that Ridernet was to be upgraded with a new user-friendly system coming from MA soon.

MNSW OFFICE SERVICE:

A Delegate complained that he had tried to contact MNSW on several occasions and could not get a reply. The delegate asked if all MNSW employees were now working at the Smithfield office. Director A. Cawood assured members that all full time employees are, however she believed that MNSW would have to retain a flexible attitude to attract the best staff. With the NSW Government recently withdrawing its work from home requirements office service should improve. Staffing issues would be a priority for the new CEO when he starts in March.

BATHURST MATTERS:

The Panorama club delegate thanked the members for their support for the club to retain their MX circuit against a Section 10 Native Title claim, and requested members to lobby their local member and the Minister for Lands. He also invited members to attend this year's Long Track Meeting, to be held at the Bathurst Showground on 5th March. This is the first meeting at this circuit since 2019, as the circuit fence required considerable repair. A program of around 120 races is planned, with Speedway, Long Track, Dirt Track and MX solos, as well as Dirt Track, Long Track and Speedway Sidecars.

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Regards ........Dave E