Have you noticed that Celtic Club members are expected to pass the Minutes of the previous AGM without having read them? Members who give proxies don’t see any Minutes.
This does not happen in other Clubs for a very good reason: members of Clubs have the right to see the AGM minutes before the meeting. Section 53 (1) of the Incorporated Associations Act (2012) says:
“If requested to do so by one of its members, an incorporated association must permit the member at a reasonable time to inspect—
(a) the rules of the association;
(b) minutes of general meetings of the association.”
The usual silly excuses about ‘confidentiality’ do not apply. Members have an absolute right to read the minutes before they attend. An attempt to access 2019 minutes has been rebuffed by Conrad Corry. What to do? Collate the notes taken during the meeting and put out a Dire Straits record of meeting. This is attached, so this post is long, but well worth reading.
Starting with who wasn’t there. Notably the Treasurer and the Returning Officer. This is the third AGM without a Treasurer to answer questions on the finances or to explain why the Treasurer no longer signs them. Of course, that might change with Professor Pat McGorry now at the helm. As he has been a member of many senior committees, he will know that the Treasurer signs the finances. Mr. Morfuni, the Returning Officer, was absent as always and provided no report. Given that the President holds (he says) 62 unsigned proxies, it is essential that an independent person check whether these people are members. See how many motions were ‘passed on the proxies’ and you get the idea.
There was no list of attendees of the 2018 AGM. This list is vital; only those present can vote on the previous Minutes. Rather than directing Conrad to go and get the attendance list from William St., Brian just bullocked the motion through ‘on the proxies’. Not good governance! The President knew he had a motion calling for an independent audit, but he had made no attempt to get a preliminary costing. He guessed wildly, giving out figures between $100,000 and $300,000. This shows his commitment to openness and accuracy.
Described as ‘a charade’ by Brian, members’ motions got some information from him about Beulah. It makes interesting reading after the March collapse in negotiations and the discovery that the contract was anything but ‘strong and enforceable’, though he admits the lifts were a ‘concern’. As he would. The contract states that the buyback excludes elevators. The contract said that in 2016 – it’s beyond belief that the Club’s solicitors did not notice this clause or that Brian didn’t know.
Michael O’Meara told us all that the financial geniuses on the Committee have put the Club’s entire nest egg with ME Bank. This is a very small bank, with mysterious resignations at board level, falling profits and paying no dividend this year [https://www.smh.com.au/business/banking-and-finance/wounded-me-bank-boss-surprises-board-with-speedy-exit-20200714-p55bzj.html]. ME Bank specialises in superannuation – now that people can access their accounts how stable is it? The President couldn’t even say what the interest rate was! This is about the Club’s only income. Should he really be running this Club?
What can you do? Email Brian (firstname.lastname@example.org) and ask him why many other organisations have organised virtual AGMs for 2020 with facilities allowing members to ask questions and participate remotely. Surely the new business consultants – Luminant – can organise a simple exercise like this. The coronavirus epidemic is no longer an excuse for putting off the AGM indefinitely. Members might like a voice in the Committee’s plans for the Club’s new venue – the President’s pick of The Metropolitan didn’t go very well. He promised an information meeting early this year – he can give out that information as well. Don’t let him fob you off by telling you to ask the manager – there is no manager – he recently resigned. Yes, like all the other Club functionaries, the latest manager has resigned.
AGM 2019 Minutes
Present: Brian Shanahan President, Helene McNamara Vice-President, Conrad Corry, Secretary and other members
Absent: Denis Swift (Treasurer), Vincent Morfuni (Returning Officer)
Welcome to country: H McNamara.
Details of proxies: B Shanahan. Not listed in detail but B Shanahan has 62.
Deceased members: B Shanahan.
Apologies: Denis Swift, I. Edgar, R. O’Reilly.
Minutes of the previous AGM
A member objected that no one had had a chance to read the Minutes. P. Donnellan said there was no list of attendees of the previous meeting.
B. Shanahan said that was irrelevant but P. Donnellan and Tim Brown said it was fundamental that attendees were recorded in the minutes
B. Shanahan called for a mover and seconder of the motion that the minutes of the previous meeting are a true and accurate record.
B. Shanahan put the motion that the Minutes of the last AGM be confirmed.
The motion was passed on the proxies.
Acceptance of the Reports That the reports be accepted.
A member spoke against acceptance of the Secretary’s report on the grounds that the fees for membership did not reconcile. B. Shanahan said that could be checked later.
V. O’Sullivan queried the Treasurer’s report as he had resigned. B. Shanahan said he had resigned effective 30th June to cover the 12 month period as Treasurer.
The motion was passed on the proxies.
Appointment of Returning Officer That Vincent Morfuni be appointed Returning Officer
M. Healey queried his suitability as he did not attend Club during the elections. P. Donnellan said there was no report from the RO, only from the Assistant RO. A member proposed that the Victorian Electoral Commission run elections.
B. Shanahan said it was a good idea and he would take it on board.
BS put the vote and it was won on the proxies.
Appointment of auditor That Andrew Fisher FCA from Mates Group be appointed as auditor.
Committee had already appointed him and just wanted it ratified. A member objected to this high handed proceeding.
BS puts the vote and it was won on the proxies.
That Peter Gavin be appointed chairperson and convenor of the Cultural and Heritage Committee.
M. Healey complained that Club offers hospitality to other Irish clubs on club premises without informing members. B. Shanahan said the new Chair will take that on.
B. Shanahan said P. Gavin was elected on show of hands.
That Phillip Moore be appointed chairperson and convenor of the Finance, Audit and Risk Management subcommittee. Phillip has been for the last 16 years the chair of the Cultural and Heritage Committee.
B. Shanahan introduced P. Moore by describing his work with organisations like the Murray-Darling basin. Interjections about what a mess the Murray-Darling basin was.
B. Shanahan said P. Moore was elected on the voices.
That Conrad Corry be appointed Chairperson and convener of the Membership, Benefits and Privileges subcommittee.
B. Shanahan said C. Corry was elected on the voices.
That there be no increase in club fees for the 2019 – 2020 membership year.
B. Shanahan said this was carried on the voices.
That the committee of management appoint an independent forensic accountant to investigate the financial transactions 2016 – 2019 and report to members directly what the financial position of the club is, what the sale proceeds have been expended on so far and which individuals have been responsible for such expenditure and what the extent of financial gain or loss has been to the club. Moved K. Easton, Seconded B. Green.
B. Shanahan said in his opening statement that this was a good idea in a lot of ways because the former Secretary and Treasurer had cost the Club significant monies, but having said that the motion could cost the Club a lot of money. A member objected to the Secretary and Treasurer being criticised in their absence.
The President guessed the cost of the motion at $100,000, later $200,000 and then $300,000.
K. Easton said she moved this because of the disappearance of a lot of money from the sale proceeds and the high expenses without corresponding income.
B Shanahan said it had all been accounted for and ‘disappeared’ was close to slander.
B. Green spoke in favour as members should receive as much information as possible.
P. Donnellan said a lot of recent issues was due to members receiving very limited information. Members have a right to information but it was restricted by the Committee. Committee are delegates of the members. The members own the Club.
B. Shanahan said he was in favour of conciliation but not of scurrilous websites with confidential material on them. Generalised queries about what scurrilous websites?
A member asked the Committee’s position on the motion. B. Shanahan said the motion was too open ended and a costing was needed. He said don’t vote for the motion but come back in February/March for a better proposition.
Motion was then read.
K. Easton replied as mover, pointed out that the Committee could come up with brief instructions for a forensic accountant.
B. Shanahan called for a vote. The motion was lost on the proxies.
2. That the President inform members of the progress of the club’s plans for our premises within the new building particularly:
a. the promised 4th level rooftop garden
b. the separate ground floor club entrance, and
c. when members will have an opportunity to indicate what they would like to see in our new premises.
3. That the President clarify precisely what he was still negotiating with Beulah about as late as 21st June 2019, some three years after members were informed that the sale and re-entry contract was signed sealed and set in stone.
4. That members be allowed access to the members’ list as provide in Rule 78.
B. Shanahan said that passing the next two motions would make absolutely no difference to the information given out. Said Club could go through the charade of having two motions.
K. Easton objected as mover saying that the agenda of an AGM could not be changed.
B. Shanahan said the motions were a waste of time. Combined them and declared them lost on the voices.
B. Shanahan asked K Easton to move motion 4. She said that she wanted to contact other members re events and had been obstructed by C. Corry. He replied that the list did not have members’ contact details on it and that Rule 78 said information could be restricted depending on privacy issues.
B. Shanahan called the vote and declared it carried on the voices.
Dr. Michael O’Sullivan Award Presented to Eugene O’Rourke and Graham Anderson.
Information re Beulah
B. Shanahan responded to the two resolutions re Club’s negotiations with Beulah.
He made the following points about the negotiations:
- they were strictly between Beulah and the Celtic Club Committee.
- Club solicitor is Andrew Erickson partner in Malleson.
- Things are going badly.
- We’re telling Beulah that they have not complied with our contract. .
- Beulah only looked after the people in the 48 storeys above us.
- Club would have four levels, about 2000 square metres and access to the 5th floor. Could not say how many square metres per floor.
- Members had been asked what facilities they wanted some years before.
- The lift issue was of major concern.
Information re finance
M O’Meara began the finance queries and raised the following questions:
B. Shanahan said he did not have the interest rate documented off the top of his head but that he would distribute full details of finances to members.
- Why were marketing, administration and other costs just given as a total in the Annual Report?
- Would full details of the finances be distributed to members?
- Why has the Club moved $16 million into ME bank with asset backing of only $1½ billion when Commonwealth asset backing is $63 billion? I cannot understand the decision.
- What are the comparative rates of interest?