ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT THE TWENTY FOURTH ANNUAL
GENERAL MEETING OF UTS HABERFIELD CLUB LIMITED WILL BE
HELD AT 10.3AM ON SATURDAY 28 MAY 2016 AT THE UTS
HABERFIELD CLUB, DOBROYD PARADE
BUSINESS
1.
To confirm the minutes of the twenty third Annual General Meeting held
on Tuesday, 26 May 2015. The minutes are available for inspection at
the ActivateUTS Head Office, Level 16, 15 Broadway, or at the UTS
Haberfield Club, Dobroyd Parade.
2.
To receive and consider the Annual Financial Report of the Board of
Directors (see note 1).
3.
To carry out the election for the role of Elected Member, as per rule 59
of the Constitution. The nomination form for Elected Member is
attached and all nominations must be received by 5pm, Friday 20
May 2016.
4.
To appoint Deloitte as auditors.
5.
To carry out any other business as required under the Constitution.
Note 1:
Rule 111 of the Constitution of UTS Haberfield Club reads:
The Board shall, not less than twenty-one (21) days before each
Annual General Meeting and in any event within four (4) months of the
end of the financial year of the Club, send or make available to all Full
members of the Club a copy of all reports which pursuant to Section
314 of the Act are to be laid before the Annual General Meeting in
respect of the financial year ending on the last day of December
immediately prior to the Annual General Meeting and without limitation
these shall include:
(a)
(b)
(c)
a copy of the Financial Report of the Club;
a copy of the Directors' Report; and
a copy of the Auditors' Report on the financial report.
Page 1 of 11.
2
Accordingly, copies of the above reports are not included with this
notice of meeting, but will be available on the Club website
www.utshaberfieldclub.com.au from 06 May 2016 and may be
requested by contacting ActivateUTS Head office on 9514 1642.
Note 2:
Under Rule 52, the Board members who fall within the categories set
out in rule 51(a) shall be elected annually by the Eligible Members at
each Annual General Meeting of the Club, pursuant to the provisions of
this Constitution, and shall hold office until the conclusion of the next
Annual General Meeting at which they shall retire but shall be eligible
for re-election if they retain the status of Eligible Member.
As such the eligible members will be identified at the AGM, and
presented to the membership.
Under Rule 51, The Board shall consist of not more than nine (9)
members who are either elected or appointed to the Board, as the case
may be, pursuant to the provisions of this Constitution.
In the case of the Elected Member (b) is included below:
(b)
One (1) Elected Member is to be elected at the Annual General
Meeting of the Club by the Ordinary Members;
Dated this 6th day of May 2016
Elizabeth Brett
Company Secretary
Page 2 of 11.
UTS Haberfield Club
Minutes of the Twenty Third Annual General Meeting of UTS Haberfield Club Ltd
held at 6.30pm on Tuesday, 26 May 2015 at the UTS Haberfield Club, 1 Dobroyd
Parade, Haberfield
Present:
Professor R Lynch, Chair
Associate Professor P Sivabalan, Treasurer
Ms E Morgan-Brett, CEO
Mr W Paterson, Director
Mr G McIntyre, Elected Member
Mr A Black, Rowing Club Representative
Mr R Motto, Independent Board Member
Mr G Lawarik
Mr J O’Brien
Ms M Kelleher
Mr D Unwin
Mr P Heaslip
Mr L Gordon
Mr V Dowling
Mr W Anthes
Ms Sarah Lloyd
Mr W Lloyd
Ms Sandra Lloyd
Mr M Lloyd
Mr V Kelleher
Mr S Losurdo
Mr G McKinney
Ms R Rodwell
Mr A Lloyd
Mr M Menzies
Mr S Tolhurst
Mr A Somerville
Ms C Street
Mr N Street
Mr G Maitland
Ms R Lloyd
Ms C Barker
Mr D Barker
In attendance:
Ms K A Plant, CFO
Mr D Phelps, GM
Ms G Pearce Deloitte
Ms A Pauli Minutes
Apologies:
Ms S Purcell, President, Mr J Bailey, Director, Dr J Currie, Ms
J Wise, Professor A Moon, Mr I McIntyre
ACKNOWLEDGEMENT OF COUNTRY
The Chair acknowledged the Gadigal and Wangal people of the Eora Nation and
their elders past and present, upon whose ancestral land the UTS Haberfield Club
now stands.
Page 3 of 11.
WELCOME
The Chair warmly welcomed older and new members to the twenty third AGM on
behalf of the Board and thanked the members and Board Directors for their
participation and contribution to ensure due governance of the UTS Haberfield Club.
The Chair deferred to the CEO, Ms Liz Morgan-Brett to acknowledge the gift given to
the UTS Haberfield Club by the members of the Lloyd family. The CEO advised of
the donation by the Lloyd family of the original key of the Haberfield Club which was
used at the opening of the club in 1926. The key is now displayed in a wooden case
which was specially crafted by Ms Morgan-Brett’s father Robert Brett, a master
craftsman. The case depicts the look and feel of a rowing boat, and includes a
variety of rare timbers from Ravenshoe (QLD) and Tasmania. The design reflects
the Club and surrounding water and has been designed to be a feature piece to draw
attention to the wonderful gift the Lloyd family has provided. Ms Morgan-Brett and Mr
Phelps sincerely thanked the Lloyd family for their generous gift advising this will be
kept on display in the trophy cabinet.
APOLOGIES
RESOLVED HB AGM 15/1
That the apologies received from Ms S Purcell, Mr J Bailey, Dr J Currie,
Ms J Wise, Professor A Moon and Mr I McIntyre be received.
1.
MINUTES OF THE PREVIOUS AGM
RESOLVED HB AGM15/2
That the minutes of the twenty second AGM held on 29 May 2014
be confirmed and signed
RESOLVED HB AGM15/3
That the minutes of the Extraordinary Meeting of 26 June 2014 are
confirmed and signed
2.
2014 ANNUAL FINANCIAL REPORT
Professor Lynch introduced Ms Gaile Pearce, Auditor and Ms Kerry-Ann Plant, CFO
to the members advising they will accept questions regarding the 2015 Annual
Financial Report.
The 2014 Annual Financial Report has been made available to all members via the
Club website, in accordance with Rule 99 of the Club’s Constitution. Copies of the
Annual Report are available at the meeting.
The Chair asked for questions from the floor in relation to the Annual Financial
Report. There were no questions.
RESOLVED HBAGM15/4
That the UTS Haberfield 2014 Annual Financial Report be received.
2.1 Report from the GM UTS Haberfield Club
Professor Lynch deferred to the GM of the UTS Haberfield Club, Mr Damien Phelps to
provide a report. Mr Phelps provided the following:
Page 4 of 11.
The first twelve months has been extraordinarily busy with memberships increasing
from 1,200 to almost 10,000.
Total revenue received of $2.7m included $2.58m from sales with gaming revenue of
$120k equating to 4% which shows a business model which is moving away from the
reliance on gaming income.
The loss of $124k for the year had contributing factors which included higher costs
due to staff training and recruitment and a longer than expected period to establish
regular trading patterns which have now been normalized. To assist processes, new
sign-in and booking systems have been implemented and these efficiencies are being
seen in 2015 figures.
Feedback received from members resulted in the creation of a lounge area and the
availability of light beer on tap.
The focus is now on improving revenue streams to make the forecasted profit of
$139k in 2015.
The GM thanked the Chef Mr Shane Ryder, kitchen staff and Mr Petty, Duty Manager
and his Bar team for their valuable contribution and assistance during the first year of
trade. Mr Phelps also expressed his thanks to Ms Morgan-Brett, Ms Plant and the
members of the Haberfield and ActivateUTS Boards for their welcome and continuing
support and advice over the past year.
3.
ELECTION OF ELECTED MEMBER
The Chair advised the members that there was one nomination received for the role
of Elected Member to the Haberfield Club Board. Professor Lynch declared that the
following member was elected as the elected member of the UTS Haberfield Club Ltd
until the next General Meeting:
RESOLVED HGAGM15/5
That Mr Geoffrey McIntyre (Member No 2315) be appointed the ‘Elected
Member” to the Board of the UTS Haberfield Club
The Chairman congratulated Mr McIntyre and thanked him for his active contribution
at every Board meeting. Mr McIntyre regularly visits the club and has good contact
with members and staff of the Club, regularly providing valuable feedback at Board
meetings. This coupled with his vast commercial experience is a significant asset to
the UTS Haberfield Club. The Chair and the Board are delighted to welcome Mr
McIntyre as the elected member for a further 12 month period.
Professor Lynch
asked Mr McIntyre to speak to the members.
Mr McIntyre advised the members that he created his own ‘Job Description’ as no
precedents had been set and that he saw his role was to provide support to Club
staff and to interact with club members and visitors on a regular weekly basis. He
meets members at breakfast, lunch and dinner, introducing himself and asking for
their feedback. Mr McIntyre is very happy to advise that he has not received any
complaints, rather that praise for the quality of food and service provided by staff was
consistently of a very high standard. One suggestion for provision of disabled parking
has now been activated. He recognizes (as do members and the Board) the lack of
parking available.
Mr McIntyre praised the achievement of reaching almost 10,000 members and noted
his recent visit to an inner city Club which held its 100th AGM and unfortunately that
100 years also marked its imminent closure, due to a decline in members as well as
Page 5 of 11.
other factors. He is very happy to continue to represent the UTS Haberfield Club as
a Board Director and noted the considerations of the Board in receiving feedback
from members. He thanked the Board for their support.
The Chairman thanked Mr McIntyre.
4.
OTHER BUSINESS
The Chairman referred to Note 2 and introduced the Eligible Members:
Ms Liz Morgan-Brett, CEO noting her significant achievement driving the project
and completion of the new Club with the assistance of the GM and the CFO;
Associate Professor Prabhu Sivabalan, Treasurer and Management Accountant
at UTS who is active in providing valuable financial input;
Mr Bill Paterson, Director University Secretary and Director of Governance
providing significant input in to matters related to governance and operations;
Ms Stephanie Purcell, President and Student Director and Mr Jake Bailey
Student Director who both contribute valuable student experience and unfortunately
were not able to attend due to external student commitments;
Mr Roy Motto, Independent Director appointed by the Board of Haberfield who has
vast experience from the Club Industry and has made constructive contributions on
the basis of his experience in the industry.
The Chairman asked Mr Motto to introduce himself to the members and he
responded as below:
Mr Motto commenced his career at the NSW Auditor General’s Department, later
moving to the Attorney General’s department as Director Support Services. He was
strongly associated with the Club Arncliffe Scots during the successful club years of
the 80’s and early 90’s and the following declining period through the late 90’s and
changes which occurred in 2000. In 2006 he joined their Board and became
President in 2009, subsequently making recommendations to the Board that the club
move into voluntary administration and to which the Board agreed. From 2009 to
2013 this work included visits to over 50 clubs across NSW reviewing and analyzing
their operations.
Professor Lynch thanked Mr Motto and acknowledging his vast industry experience
and valuable contribution to the Club.
The Chairman continued his introduction of the Eligible Members and introduced Dr
Andrew Black, President UTS Haberfield Rowing Club and asked Dr Black to
speak to the members.
Dr Black thanked the Board for the opportunity for the Rowing Club to be represented
on the UTS Haberfield Board and noted the great communication links which have
been established between Rowing Club members and the UTS Haberfield Club staff
and members. The Rowing Club is being ‘invigorated’ with growth in the number of
athletes and the appointment of Head Women’s Coach Ms Ellen Randall and Head
Men’s Coach Mr Tim McLaren during 2014 which has resulted in achieving world
class rowing teams.
The Chairman thanked and recognized Dr Black’s excellent support.
Page 6 of 11.
As this concluded the Business of the AGM the Chairman opened the meeting to
questions from members.
Mr W Anthes (Member No 353) Asked if there were any major changes to occur in
the coming year and the Chair and CEO advised that no further structural changes
will occur. There will be a review of Gaming. The CEO confirmed the current
business model to the end of the year is projected to result in a surplus in December
2015.
In response to Member 321 Mr G McKinnon question regarding the loss amount in
2014, Ms Morgan-Brett confirmed the loss of $130k. Mr McKinnon commented that it
is very difficult to make a profit from food and beverage and to do this and recoup the
2014 loss would not be achievable without considerable gaming review. Mr
McKinnon raised an example of the Drummoyne Rowing Club which closed its doors,
apparently unable to survive on the profits of dining and bar trade, and minimal poker
machine income.
The Chairman responded advising of the decision taken by the Board to adhere to
its ‘responsible gambling policy’ and that this still stands noting across the industry
gaming revenue, as a percentage of total club revenue stands at an average of 62%
and UTS Haberfield Club is 3.5%. Professor Lynch acknowledged the necessity to
increase gaming revenue however stated his view that the UTS Haberfield Club
would not be capable of meeting the industry average. Review of gaming will be
carried out at the July 2015 Board meeting. 1
Following a further comment from Mr McKinnon, Ms Morgan Brett, (the CEO)
advised that following the review of the Business Plan and with the Marketing
strategies employed it is realistic to expect a 10% increase in Bistro sales and Bar
sales which, in conjunction with the current levels of gaming revenue (4%), would
result in a surplus at the end of 2015, as per the reforecast budget that was recently
completed. Focus will be given to increase gaming revenue within the Club’s
Responsible Gambling Policy, however the CEO agreed that gaming revenue would
never reach 60% of total revenue.
Professor Lynch thanked Mr McKinnon for his input and very accurate observations.
Mr Allan Lloyd (member no 4620) addressed the meeting and he sincerely thanked
Ms Morgan-Brett for the presentation case for use to display the key donated by the
Family to the Club and complimented her father on his craftsmanship.
As there were no further questions the Chairman thanked members for their
participation. The meeting closed at 7.05pm
Signed as a correct record
_________________________
Chair
________________________
Date
Page 7 of 11.
1
It was agreed at the UTSHaberfield Board Meeting later that evening that this review would
take place at the UTS Haberfield Board Meeting in July 2015 to facilitate key directors’
attendance.
Page 8 of 11.
UTS Haberfield Club Ltd
Information for the position of Elected Board Director
This paper is designed to assist with the understanding of the role of the elected
member position on the UTS Haberfield Club Board (the Board).
The Board is comprised of nine members, one of which is elected from the
membership of the UTS Haberfield Club Ltd (the Club). The Board composition
provides the Club with an appropriate level of autonomy and expertise and a model
of the Haberfield Club Board can be found below.
Haberfield Board
ActivateUTS Board Executive (6)
Independent Director (appointed
by the ActivateUTSBoard)
Rowing Club Representative
Hab Club Representative
(elected)
General Manager (attending)
ActivateUTS CFO (attending)
Points to Note on the Board Composition
 The ActivateUTS Board Executive is comprised of the following:
o Chair of the Board (who will be the Chair of the Haberfield Club
Board)
o CEO, ActivateUTS
o President, ActivateUTS
o 2 other ActivateUTS Board members, elected by ActivateUTS.
 The Board will have the necessary skill set and expertise provided by GM
and ‘independent’ board member from the industry. The appointment of
an independent director, by the ActivateUTS Board is allowed under the
Registered Clubs act (30 (b) (i).
 ActivateUTS continues to draft and manage the financial accounts of the
Club and as such the ActivateUTS CFO will be in attendance at all
Haberfield Board Meetings.
Page 9 of 11.
A pivotal role of the Board is to provide leadership in the development and execution
of the Clubs strategic plan, ultimately ensuring it remains a vibrant and sustainable
business operation.
It is expected that the Board will meet monthly and conduct the following business:

Review and monitor, at a high level, all business of the Club, including but not
limited to:
o Financial reports and monthly accounts;
o Poker machine reports;
o General Managers reports;
o The Clubs strategic direction and relevant supporting information; and
o Capital works and asset management.
o All other business deemed necessary by the Board.
Elected member – Broad Tasks and Duties
It is expected that the elected member from the Club will possess the skills,
knowledge and understanding, to contribute effectively to the areas of Board
discussion outlined above. All Directors will undertake mandatory directors training,
provided by Clubs NSW’s Director’s Pathway Program, however it is also expected
that the elected member will understand the overarching regulations of the
corporations act, specifically relating to directors duties. It is preferred that the
elected member have had previous board experience and possesses sound
business acumen.
The Elected Member will be invited to provide a verbal report at each Board meeting,
should they wish. It is preferable that this member be someone who utilises all club
facilities regularly and is a voice for the membership of the Club. This may include
speaking in an informal capacity with members about their club experience.
Elizabeth Brett
Chief Executive Officer
ActivateUTS
Page 10 of 11.
Nomination form for Elected Member
The Returning Officer
UTS Haberfield Club Ltd
PO Box 3210
Broadway NSW 2007
I hereby nominate for the role of Elected Member to the Board of the UTS Haberfield Club Ltd.
[PLEASE COMPLETE THE FOLLOWING IN BLOCK LETTERS]:
Title:
___________
Surname: _____________________________ Given Name: __________________________
Residential Address: _____________________________________________________________________________
________________________________________________________________ Postcode: _____________________
Postal Address (if different from above): ____________________________________________________________
________________________________________________________________ Postcode: ______________________
Date of Birth: ____________________________
Age: _________
Phone: (private) _____________________ (business) _________________ (mobile) __________________________
Email: _________________________________________________________________________________________
Signature: _____________________________________________
Date: _________________________________
Proposed by:
Seconded by:
Name: _________________________________________
Name: ________________________________________
Membership No: _________________________________
Membership No: _______________________________
Signature: ______________________________________
Signature: _____________________________________
Page 11 of 11.