2022 AGM Minutes – DRAFT

MARINA OWNERS LIMITED

ACN 010 468 498

REGISTERED OFFICE: Kawana Waters Marina, 16 Orana St, Buddina Qld 4575

MINUTES OF THE ANNUAL GENERAL MEETING HELD AT BUDDINA TENNIS CLUB, BUDDINA, FRIDAY  25TH NOVEMBER 2022

Present As per sign-in on member role.

Meeting commenced at 3.10pm

  1. Welcome

The Chair opened the Meeting and welcomed members.  He noted that this was the first general meeting of an entirely new Board of Directors and introduced each to the Meeting.

The Chair also noted the return to the old Meeting format while retaining some new innovations. He expressed his desire to bring more formality to the Meeting process after the difficulties experienced at the 2021 Meeting.

The Chair declared he held 5 proxies.

He commented that the agenda was standard but highlighted special attention will be required when considering the financial reports given the Love & Partners Audit incorporating new accounting standards and the two (2) Notices of Motion.

2. Apologies

Patricia Brown D26

Gary Marrable F10

3. Confirmation of 2021 AGM Minutes

The Chair explained the difficulty the minute secretary had in compiling the 2021 minutes given the chaotic nature of last year’s Meeting.

Don Amoore questioned why, in the absence of the then Chairman, were the members not asked who they wanted to chair the 2021 meeting.

The Chair replied that due to the chaotic nature of the meeting it’s best to consign the meeting to history and move on.

Moved             Rex Roubin

Seconded         John Waller

That the minutes be approved and that the Chair sign the minutes as a true and correct record of the AGM held Friday 25th November 2021.

                                                                                                                        CARRIED

4. Chair’s Report

The Chair referred the Meeting to his circulated Report. He made two overarching points.

Firstly, the Board is following proper governance process by being cognizant of its fiduciary responsibility, ensuring an accountable manager in place, adopting regular reporting and ensuring integrity and probity in all matters and respecting all stakeholders.

Secondly, the Board is adopting accepted business practices such as rigid budget and cashflow management, proper capital management, accrual accounting with full and timely reconciliations and enterprise-wide risk management.

He further noted the Company had experienced a major re-set after a troubled beginning to the financial year but had come out the other end in good shape. He expects future years to be more stable and prosperous.

Moved             Rex Roubin     

Seconded         Stuart turner

That the Chairman’s report be received.

                                                                                                                        CARRIED

5. Financial Statements……including Auditors Report 

Company Secretary Gary Graham introduced the financial statements and provided background to the 2021/22 year’s trading results.

He also provided background to the Love & Partners Audit particularly the new accounting standards regarding the capitalisation of the operating Head Lease over the seabed. The asset to the written-off over the term of the Head Lease agreement on a straight -line basis.

He further noted that the adoption of accrual accounting (recognising income in the period in which it was earned) and a once off surplus adjustment of $39,674 primarily resulting from Rental Pool income being brought forward to the 2021/22 year produced a surplus of $79,119.

Don Amore questioned an item on Page 22 of the financial report and the absence of liveaboard income.  The Secretary advised this was a supporting accounting schedule detailing bundled line items and that the live-a-board fees are a dedicated line item in the Profit & Loss statement.

            Moved                         Gary Graham

            Seconded                     Stuart Turner

            That the Financial Statements, Directors Statement, Directors Report AND  Audit Report be received.

                                                                                                                        CARRIED

6. Audit 2022-23

The Chair advised that the Board had considered a further audit for the 2022-23 financial year and after consulting with the Auditors, has deemed it not necessary.

Moved             Gary Graham

Seconded         Iain Nye

That no external audit be conducted for the financial year 2022-23.

                                                                                                            CARRIED

Kerry Kelly questioned the new procedures in place for the rental pool accounting and, given the Auditor’s qualification in this area, perhaps the rental pool should be audited again next year.

The Chair noted that this was the first year in which the rental pool was included in any audit.

He further noted that historically an audit was conducted every second year and expected that to continue.

The Secretary added that it was software limitations that was underpinning the qualification and the Board will be working closely with the Auditors to correct the problems over the next year.

Ross Lemass stated that things should be given a chance to settle before another audit is conducted.

7. Director Election

In accordance with Clause 22.3 of the Constitution, Director Stuart Turner retired from the Board and renominated. There being only one nomination received that being Stuart Turner the Chair declared:

That Stuart Turner duly elected as a director of Marina Owners Limited for a 3-year term.

8. Notices of Motion

8.1 Special Notice of Motion

The Chair introduced the Notice of Motion regarding amendments to director terms in the Constitution. He noted that this was a Special Motion requiring 75% of those voting to be carried.

He referred members to the explanatory note stating that the motion clarifies the transition to staggered 3-year director terms and better enshrined 3-year director terms.

            Moved             John Hensby

            Seconded         Rex Roubin

            That the following Clauses be amended to the Constitution:

  • Directors shall be elected for terms described in Clause 22.9

Replaced with:           

Subject to the transition provisions described in Clause 22.9 Directors      shall be elected for 3-year terms.

22.3     Each year at the General Meeting one third of Directors whose 3-year service expires will retire from the Board and may re-nominate.

Replaced with:

Each year at the Annual General Meeting a Director whose term has expired shall retire from the Board and may re-nominate.

 22.9     By way of transition the first election after the institution of this Constitution will cause five (5) Directors to be elected and the highest  polling two (2) Directors will hold office for 3 years, the 3rd and 4th polling for two (2) years and the lowest polling for one (1) year only.  Subsequent elections will proceed as in this manner.

Replaced with:

By way of transition the first election after the institution of this Constitution shall cause five (5) Directors to be elected and the highest polling two (2) Directors shall hold office for 3 years, the 3rd and 4th polling for two (2) years and the lowest polling for one (1) year only.

                                                                                                            CARRIED

8.2 Ordinary Notice of Motion

The Chair advised the Meeting that this was an ordinary motion requiring  only 50% of those voting for it to be carried.

Given that the Board had not provided the Meeting with a rationale to the previous and current Boards’ considerations to levy a member live-a-board fee, the Secretary provided background to the Board’s decision.

The Chair invited Ken Gould to move and speak to his motion however he deferred to his seconder Don Amoore to introduce his motion.

Alternate speakers for and against the motion addressed the Meeting. The Chair invited the seconder Don Amoore to close the debate.

The Chair put the motion

                        Moved             Ken Gould

                        Seconded         Don Amoore

That the March 2021 Board resolution on live-a-board fees and subsequent Board ratifications be reconsidered by the Board so that any or all shareholders of MOL not be required to pay for the use of MOL common property.    

LOST (27 to 12)

9. General Business                   

Helen Innes raised her concern about the excessive use of water, specifically the excessive pressure of the current shower heads. Helen suggested that water saving measures be investigated.

Ross Lemas asked that the Board consider the implementation of water saving devices that are non-removable.

Colin Plant stated that the washing of boats is also a problem, in particular the fuel dock, and suggested a ‘locked’ hose guns regime be considered.

Nick Cox thanked the Board for the work that they have done and offered his congratulations for all their hard work.

Ross Lemass also offered his congratulation to the Board, Management and Staff.

10. Close

The Chair reminded everyone that the Christmas party will be on the 9th of December and hoped to see everyone there.

The Chair thanked the other Board members, Marina manager and staff who had contributed to the year and especially members for their support during a difficult time.

The Meeting declared closed at 4.25pm.

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