Notice of AGM and explanatory notes

Posted on: 16 October

16th October 2019

 

Notice of the Annual General Meeting of
Magenta Shores Golf and Country Club Limited ACN 114 409 237

Notice is hereby given that the Annual General Meeting of Magenta Shores Golf and Country Club Limited (“Club”) will be held at 5:00pm on FRIDAY 8th NOVEMBER 2019 in the Members’ Room at Pullman Magenta Shores Hotel, 1 Magenta Drive, Magenta, N.S.W.  2261

AGENDA

  1. Declaration of Quorum
  2. Confirmation of Minutes from the 2018 AGM- (Click to view minutes)
  3. Opening remarks by the Chair of the Meeting
  4. To receive and consider: 
    1. the Financial Report
    2. the Directors’ Report
    3. the Auditor’s Report
      for Magenta Shores Golf and Country Club Limited for the year ended 30 June 2019.
  5. To consider, and if thought fit, approve as a Special Resolution changes to the Company’s Constitution
  6. To consider questions received on notice and from the meeting
  7. To elect one (1) Directors and two (2) Captains.
  8. Other Business

Members please note if you have any questions, please set them out on the applicable question form (please click here). This will enable properly researched replies to be prepared for the benefit of all Members.

Please see the explanatory notes regarding the agenda, e-voting and proxies that follow and are available from the Club’s website at www.magentagolf.com.au

 

SPECIAL RESOLUTION:

  1. Substitute for clause 9 the following clause:
    “9 Classes and rights of members
    Subject to this clause, the By-laws may provide for the number of classes of members of the Club, and for the rights of members of each class to vote, to appoint playing nominees, and to nominate successor members. The rights of members and playing nominees to use the Golf Course and Club facilities are set out in the By-laws. The By-laws must provide for at least the following classes of members:
    (a) Individual members
    (b) Dual members
    (c) Magenta lifestyle members
    (d) Corporate members
    (e) Holding member
    (f) Hotel member

  2. Substitute for clause 13(a) the following:
    (a) Subject to the provisions of this clause, individual members, dual members, Magenta Lifestyle members, holding members, corporate members and such if any other classes of members as are specified in the By-laws, may if in good financial standing nominate a successor member. A person who has been excluded from membership under clause 17(c) may not nominate a successor membership.”

  3. Insert in clause 19(c) before the word “intent” the words “non-binding”.
  4. Substitute for clause 22(h) the following:
    (h) A resolution of the Board may be passed without a meeting of the Board by assent recorded by signature of a majority of the members of the Board on a document, or on duplicates of a document, setting out the terms of the resolution. Such a resolution is passed on the signature of the last director to sign, unless within 48 hours of such signature another director signs and sends to the Secretary and the Chairman a copy of the document recording that director’s dissent from the resolution.”

  5. By inserting at the beginning of clause 26(b)(vi) the words “Unless the By-laws otherwise provide,”
  6. By inserting at the end of clause 36 the following sub-clause:
    (c) For the purposes of this Constitution a notice or document is sufficiently given or served in writing if the content or an image of the notice or document is sent to a fax number or an electronic address provided by the recipient.”

 

EXPLANATORY NOTES

AGENDA ITEM 4: ANNUAL FINANCIAL REPORT

The annual financial report of the Club is available from the Club’s website at www.magentagolf.com.au  or simply click here.  Any Member wishing to receive a printed copy of the annual financial report should request it in writing to the Returning Officer at manager@magentagolf.com.au

AGENDA ITEM 5: CHANGES TO THE COMPANY’S CONSTITUTION

The first two amendments to the Constitution, (i) and (ii), are intended to provide greater flexibility in the classes of membership the Club can offer.  All Australian golf clubs, including our Club, are confronted with the membership challenges outlined in the 2019 Business Plan.  The Club needs to be in a position to adapt to changing circumstances.  At present, new membership classes can only be introduced after a change to the Constitution, either at the Annual General Meeting or, if the change is needed during the year, by calling an Extraordinary General Meeting.  These changes to the Constitution allow new classes to be made available without the expense and delay of a general meeting. 

Amendment (v) is a consequential amendment.

As with any By-law, one introducing or amending rights attached to a membership class may be revoked or amended by a majority vote at a general meeting.

Amendment (iii) is a clarifying amendment.  The provisions dealing with the term of office of elected directors are designed to give members a regular opportunity to participate in choosing the elected directors, by providing for rotation of office, but at the same time to preserve a continuity, and corporate memory, in the board.   However, circumstances such as resignation caused by illness or departure may, as they have in recent years, disrupt an orderly rotation and result in most of the directors being elected at the same time so that none fall due for retirement or re-election in a later year.  2019 is such a year and Peter Gaydon has chosen to stand down, and stand for re-election, so that this year members have a vote on board participation which otherwise would not come until 2020.  The amendment makes it clear that the 3-year rotation is not to be a rigid constraint, but one which can be adapted to circumstances as they arise.

The remaining amendments are intended to facilitate, and reduce the cost of, the conduct of the club’s affairs by making provision for electronic communication, the availability and reliability of which has increased since the Constitution was adopted.  Email notices, for example, are quicker and do not involve the cost of printing and postage.

You may access a marked-up version of the proposed amended Constitution by clicking here.

AGENDA ITEM 5: QUESTIONS ON NOTICE

If you wish to submit a question to the Chairman or the external auditors you may do so by using the form available on the website – click here

AGENDA ITEM 6: ELECTIONS

Directors

The Club has received one nomination for the position of Director.  Accordingly, at the conclusion of the AGM, Mr Peter Gaydon will continue to hold the office of Director for a further 3 years.

Men’s Club Captain

The Club has received one nomination for the position of Men’s Club Captain.  Accordingly, at the conclusion of the AGM, Mr John O’Keefe will continue as the Men’s Club Captain.

Women’s Club Captain

The Club has received one nomination for the position of Women’s Club Captain.  Accordingly, at the conclusion of the AGM, Mrs Julie Liddle will continue as the Women’s Club Captain.

ELECTRONIC VOTING

All members entitled to vote at the Annual General Meeting will be sent an email with a unique link to an on-line voting form. Members unable to attend the AGM can simply click on the link and proceed to vote according to the instructions in the on-line form.

Membership details of voting entitlements are contained within the unique link to the website and will enable Individual members to have one (1) vote and Dual members to have two (2) votes. Members should be assured that there are internal safeguards that allow the link to only be used once and access will be denied should a second or subsequent attempt be made to use the link.

Access to electronic voting will be available until 5pm on 6th November 2019, after which time the website will not be available. All electronic votes received by that time will be downloaded and provided to the Returning Officer, on the day of the AGM, so that they may be checked against membership lists and be included, along with proxy votes, in the counting of votes.

If you do not receive a link to e-voting, please contact Rob Hurley on 02 43360100 or email manager@magentagolf.com.au.

PROXY FORMS

Accompanying this notification is the proxy form for the Special Resolution.  Proxy forms must be received by the Returning Officer (Rob Hurley) no later than 5pm on 6th November 2019. Proxy forms received after that time and date will not be counted.

For members choosing to vote by proxy, if the proxy is signed under a power of attorney, that power or a suitably certified copy thereof must also be provided to the Returning Officer. Instructions on how to get your proxy form to the Returning Officer are on the bottom of the proxy form. Directors will meet on 6th November 2019 to examine proxies received by that date in order to ensure that proxies are properly signed and dated, that the Member is entitled to vote, and that the proxy has not been revoked.

As with previous AGM’s and General Meetings, Members may choose to provide the Club’s Chair with their proxy. Members may decide to either direct the Chair on how to cast their vote, or vote as the Chair votes.  Consistent with best practice for public companies the Chair advises he will be voting in favour of the Special Resolution.

Please note the following:

  • Individual Members or Corporate Members
    • Proxy Form 1. (Please click here)
      • Individual Members or a Corporate Member voting by proxy must complete the Individual Member proxy form only.
  • Dual Members
    • Dual Members are entitled to two votes. The Dual Member may cast both votes or allow their playing nominee (or some other person) to cast one or both votes by naming them as their proxy. 
    • Proxy Form 2. (Please click here)
      • Dual Members voting by proxy must complete the Dual Members’ first vote by completing the Dual Members’ first vote proxy form.
  • Proxy Form 3. (Please click here)
    • Dual Members voting by proxy must complete the Dual Members’ second vote by completing the Dual Members’ second vote proxy form.

Summary Explanation of Dual Member Proxy Form

If a Dual Member wishes to give a proxy in relation to only one of his or her votes he/she must sign Proxy Form 2.

If a Dual Member wishes to give a proxy in relation to both of his or her votes he/she must sign both Proxy Form 2 and Proxy Form 3.

Note: Electronic votes and completed PROXY FORMS must be received by the Returning Officer no later than 5pm on Wednesday 6th November 2019.

For and on behalf of the Board of Directors we look forward to seeing you at the Meeting.

Yours faithfully

Rob Hurley

General Manager

Returning Officer

Magenta Shores Golf & Country Club Limited

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