20/01/2023
For those Present and Past members Please find a copy of the AGM held on the 24th of November 2022.
Whilst I was not able to be present on the night I have made queries and notes in relation to the said minutes.
It is some heavy reading to get through but for those with a genuine interest in the Club, it is important to understand the consequences of the Club trying to reopen without a proper business plan and direct impute from the Community, not just a few recent arrivals along with people that have never participated or taken interest in the Clubs management that fail to understand the Clubs recent history.
Khancoban Country Club
AGM
24 th November 2022
Meeting opened: 7pm
Welcome and Introduction from Terry Foxcroft Vice President Board
Members Present:
Chintana Flynn, Col Stockwell, Bill Nachman, Terry Foxcroft, Ryan Shoard, Trevor Hamersley,
Rebecca Hamersley, Ruth Walker, Marilyn Moore, Ron Moore, Helen Prior, Andrew Sproule,
Vicki Sproule, Catherine Kendall, Shan Elliott, Glen Shelley, Charlie Findley, Carolyn Galbraith,
Greg Gardiner, Neville Buthune, Tracey Foxcroft, Christine Kirsch, Andrew Irvine, Tom Moss,
Lorraine Moss, Taffin Foxcroft, Peter O’Neill, Kate McCallum, Natalie Mouat, Anthony
McCallum, Greg Roberts, Jim He, Clive Barlee, Glenda Barlee, Judy Kelly, Mick Mitchell, Chris
Werrett, Ron Roche, Louise Werrett, Ann De Witt, Albi De Witt, Deb Rowlinson, Dianne
Gammell, Melissa Papandreou, Ross Manning, John Tempest, Ben Weston, Chris Cowan,
Sammii Cowan, Carissa Hennessy, James Barlee, Hayley Barlee, Lynda Lynch, Shelly Neale, Michael Cremona, Dave Hamersley, Cameron Harmer, Dee Harmer, Adrian Cass
Apologies:
Pete Knapp, Glen Galbraith, Scott Prior, Tony Rowlinson, Josh Neale, Sandra Bowdren, Mike & Kathryn Russell, Anne Tempest, Steve Jenkins, Lesley Barlee.
Note One;
The holding of this AGM and election of Board members I believe to be invalid due to the fact that some people that attended either weren’t members of failed to comply with the registration of Membership under the Clubs Articles of Association.
NB. Please note the following extract from the Clubs Articles of Association;
Cl. 4. The election of members shall be by the Board at a meeting or meetings duly convened and a record shall be kept by the Secretary of the names of the
members present and voting at such meetings. The Board shall have the power to make By-Laws regulating all matters in connection with the election of
members not otherwise provided by these Articles.
Cl. 5. Any Ordinary Member desiring to nominate a person for membership (hereinafter called “the Nominee”) shall fill in a nomination form as a proposer and
shall obtain a seconder in respect of such Nominee.
Cl. 6. The nomination form shall set out the full name, address and occupation of the Nominee and shall be in form and containing such particulars as are from
time to time prescribed by the Liquor Act 1982 and the Registered Clubs Act 1976 and regulations made thereunder and shall be signed by the proposer
and seconder and the Nominee. The nomination form shall be lodged with the Secretary of the Club who shall forthwith cause the same to be exhibited
on the Club Notice board in the Clubhouse for a continuous period of not less than fourteen days.
Cl. 7. No election of a Nominee to membership of the Club shall take place until at least fourteen days shall have expired from the date of the posting of his
nomination form on the Club Notice Board.
BOARD
Cl.24. Subject as herein provided the business and general affairs of the Club shall be under the management of the Board which shall consist of a President,
two Vice Presidents, Honorary Treasurer and six other members. The Board shall be elected by the general body of members at each Annual General
meeting and retiring members of the Board shall be eligible for re-election.
As per the Presidents report the following needs to be noted;
Articles of Association
The Clubs Articles of association have not been update since 1976. There have been some alteration but these were not registered with ASIC website and are therefore not valid.
Minutes:
Minutes from the AGM held 28th March 2022...
Moved: Lorraine Moss
Seconded: Roy Van Zetten
Amendments to the minutes;
1. Item 1 should have read “ The new board is directed to sell any land that is no longer required for the Club use and to explore other options” Members wanted the board to investigate other possible ways to raise funds by expanding the use of the golf course by inviting social groups to play the course, opening up Lot 3 Mitchell Ave to bush walkers and bike riders were some of the suggestions
2. Item 2 Typo error should read $30,000 not 830,000.
3. Item 6 should read “The club closed in 2017 due to lack of finances” not 2016
Members present at the28th March 2022 AGM voted 7 for, 7 against amendments to the minutes therefore the minutes will not be altered.
Financial Reports:
Terry Foxcroft tabled the following;
1. 30th June 2019 Financial Statement 2. 30th June 2020 Financial Statement
3. 30th June 2021 Financial Statement
4. 30th June 2022 Financial Statement
• The Board has experienced extreme difficulties in collating the financial report as the standard of record keeping has been less that desirable. Dee Harmer Board Member and Terry Foxcroft have had to chase down records in wild places they have worked closely with the Accounting Firm Bush and Campbell. The Accountants have worked line by line through bank statements and what little paperwork they were able to gather to prepare these financial statements.
• Note Two
• NB. The insinuation that there has not been proper accountability and record keeping is a distortion of the situation that the Clubs President (Lionel Marriner) and Treasurer (Lesley Barlee) found themselves in from the Clubs Closer in 2017. All Bank accounts and statements for the period of time 2017 – 2022 were made available to the Clubs accountants as required.
• The ridiculous statement, Dee Harmer Board Member and Terry Foxcroft have had to chase down records in wild places, verges on the hysterics that possible reflects the authors character and perhaps is also a complete lack of understanding of the work and finance accountability that will be required to reopen the Club as a going concern.
• A bank account containing $1,300 was closed and has been unable to be account for its missing.
• Note Three
• NB. The raising of this in this manner casts aspersions on both Lionel Mariner and Lesley Barlee all monies processed through the Club were accounted for by the Clubs Accountants at the time. To insinuate anything else is liable and if Dee Harmer and/or Terry Foxcroft believe or have any evidence of wrong doings then the matter should be referred to the Police.
The financial statements have not been audited or reviewed by Campbell and Bush at this stage because the club had a turnover of less than $250,000.
Lorraine Moss former secretary of the Board expressed her disappointment that the members were not given paper copies of the financial reports. Terry Foxcroft explained that they were received at 2pm the day of the AGM and it was not possible to print copies in time for the AGM. The new board will make these reports available electronically or as a hard copy if requested by request to all members.
Roy Van Zetten former Treasured of the Board stated that the 2020/21 complete financials were given to Bush Campbell. Dee Harmer and Terry Foxcroft have not been made available at the time of the AGM.
• Please see attached Notes and emails from Roy Vanzetten and Lorraine Moss;
• Roy Van Zetten stated that the financials do not include the Golf Club, Bowling Club or the Tennis Club takings and that this would need to be included to gain a complete picture of the financials.
• Dee Harmer Board Member asked Lorraine Moss if the Golf Club was an Association or an affiliated club. Lorraine Moss stated they were an association. Lorraine stated that the Golf Club has been paying all out goings including Land Rates, Water Rates, Electricity Account, Insurances and the Liquor Licence.
Terry Foxcroft stated that he and Dee Harmer have requested all the financial information in writing from Lorraine Moss but to date these have not been received.
• Roy Van Zetten spoke up and stated that it was not listed as a core asset and he has written proof to that effect from
Lorraine Moss stated that they had not been requested from her; Dee advised emails have been sent to Lorraine requesting this information but to date this has been declined due to being “nagged” for them.
Dee Harmer asked for clarification on the land sold to Snowy Valley Council Lot 1 Tyrell Street. Roy Van Zetten stated that Lot 3 sold August 2021 for $70,000. $50,000 was used to pay any outstanding debts
• Dee Harmer made the members aware that on the 2017 Financials the land that surrounds the golf course lot 3 Mitchell Ave was listed as “a core asset” and as such should not have been sold without the permission or vote of the members
• Dee Harmer stated that she has been advised in writing by the solicitors that the land surrounding the Golf Course which was sold this year lot 3 Mitchell Ave it is still listed as a core asset and as such could not be sold without the permission of the members.
• Dee and Terry referenced an email from the solicitor that was sent to Roy Van Zetten and the Board oat the time that the Land was a core asset of the Khancoban Country Club and that this email was not presented to the member. Roy denied any knowledge of this email; Lorraine Moss stated that she had sighted this email.
• Reply to above;
• The decision to sell land has been passed by AGM’s on several occasions therefore whether or not it was or wasn’t a core asset (the definition is vague and none of the Clubs associated Clubs have ever used the parcels of land in question and as such the land would not be defined as a core asset)
Terry Foxcroft asked for a mover and seconder for the financial statements.
As the financial statements is not a true reflection of the financial state of the Country Club, members declined to pass the financial statements at this time.
Directors Report:
It has been a busy time for the Board since the 28th March 2022 AGM. This Directors Report summarises the events;
Board members as at AGM 28th March 2022
• Scott Prior Resigned 4th October 2022
• Roy Van Zetten Resigned 12th September 2022
• Mike Russell Resigned 11th August 2022
• Terry Foxcroft
• Dee Harmer
• Sam Patricks Resigned 4th October 2022
• Lorraine Moss Resigned 1st October 2022
• Shane Bannon Resigned 20th September 2022
Board to meet Monthly according to the articles of Association
Financial Position
At the April meeting, the worst estimate was that the club would run out of money by December 2022 at the earliest.
An alternative form of income was required.
• A member of the Country Club offered a $10,000 interest free loan if the club required There was a bank account with approximately $1,300 deposited. This account was closed and the monies cannot be accounted for.
• Lorraine Moss spoke and assured the members present that the monies did not go to the Golf Club
• Dee suggested that it may have gone to the overdraft but to date it can’t be accounted for.
• Reply to above;
• All financial statements relating to this money was accounted for and the details were forwarded to Bush and Campbell at the time. Once again Dee Harmer has cast false aspersions on previous Board members.
At later meetings, other income options were discussed and rejected by the majority of the board members. The majority view of the board was the land needed to be sold to meet financial commitments.
Sale of Lot 1 Tyrell Street
2014 AGM Minutes allow sale of unused land.
Reference minutes of Extraordinary General Meeting 11th February 2014
1. Re; sale of Poker machines
2. Notice of Motion: moved Murray Scarce Seconded Annie McLean
a. “That the members of Khancoban Country Club declare all club assets to be noncore assets to facilitate the sale of said assets if deemed necessary by the board.”
b. Amendment:
i. Change the full stop to a comma and add “except those core assets in regards to activities or directly support sporting activities” ii. Amendment Moved: Bob Leahy, Seconded Mike Conroy Carried
• In 2017, the financials still refer to this land as Core assets.
• The solicitor pointed out that the land may be core property in the July 2022 meeting. This information was not received by the current board until October 2022.
• I refer you to previous notes re. “Core Assets”.
2022 AGM resolution was for the sale of any land no longer required for club use.
Proposed Resolutions:
1. The new board is directed to sell any land that is no longer required for the club use. Passed
a. Amendment :
i. The board has the right to investigate the selling and sell any land no longer required for the club’s use. Passed
b. Clause 34 of the Articles of Association state;
i. The board shall not raise or secure any loans or monies exceeding $30,000 without first gaining the approval of the members at a general or special general meeting, Passed
c. Amendment:
i. Remove the words exceeding $30,000 and add the words at the end “ unless the loan is by a financial member of the club” Passed
d. The board shall not engage or undertake to engage in any major works.
Passed
e. That the new board seek legal advice Re: the clubs possible restructure and classification under the registered Clubs Act 1976. Passed
f. The Membership fee for the year 2022-2023 will be set at $20 with no joining fee. Passed
• Walking and bike tracks have been in use for over 20 years, and used by members of the club. According to the Special General Meeting the land (lot 3 Mitchell Ave) was core land. This required a different sale procedure.
• The Motion at the AGM in 28th March 2022 was that the board can investigate and sell any land no longer required for club use. The land (lot 3 Mitchell Ave) was in fact used by members and by people who wanted to become members however there were no facility to do so.
• Please see attached Notes and emails from Roy Vanzetten and Lorraine Moss;
• The land also had public liability Insurance current until 31 October 2022
• Please Note;
• The Insurance cover by Nexus Insurance excluded sporting uses of this land and was not intended to cover people who were not members of the Club who would have been found to be trespassing on the Clubs Property.
Elders of Albury were engaged for the sale of the land. The board did not seek or request 3 independent valuations or ask for a competitive rate of commission. This was accepted by the board but not unanimously.
The tender period was 90 days, providing opportunities for alternatives to be investigated, to allow use of the land. There was no interest from the majority of the board for alternative land use.
All communication regarding the sale of the land was through Honorary Treasurers personal email address and wasn’t forwarded to other members of the board.
At the June 2022 Board meeting the tender period was reduced to six weeks. This was not a unanimous decision by the board.
Members submitted paperwork for an Emergency General Meeting about the sale of the land (Lot 3 Mitchell Ave). Concerned The paperwork was rejected by the majority of the board as it did not have member numbers, names and addresses, this requirement is not listed in the Articles of Association.
At the close of tender it was moved to take the tender list to members at an Emergency
General Meeting for their information. The motion was defeated. It was however minuted that “the board are aware that 20 plus members want the decision of selling the land be taken to the Members for their information”
Another motion was moved and defeated to delay tender acceptance by 2 days after township resilience meeting. This motion was defeated.
Tender accepted $318.000 for Lot 3 Mitchell Ave 5 to 2 votes. After expenses, the amount the club received was $300, 000.
Roy Van Zetten requested to address the meeting this was granted permission by the chairperson
• Roy stated that at the AGM held in March 2022 the Members present passed a motion to declare all the Country Club assets as non core. This was not changed in the Articles of Association in consultation with ASIC.
• That the board was tasked with looking into selling the land because of the financial difficulty the club was experiencing.
• Roy stated certain board members at the time asked that the sale be delayed until October 2022 so members could investigate the possibility of purchasing the club for continued community activities. Roy rejected this as not being in the interest of the members as it would mean accepting $50,000 less for the land. Terry advised the land was being used for bush walking and bike riders which is “other sporting activities “by members and the community in general.
• Terry stated there was current public liability insurance on the land that ceased on the 31st October 2022 so there was no reason not to allow members and the public to continue using the land.
• Roy denied receiving notification from the Solicitors as to the Land Lot 3 Mitchell Ave being listed as a core asset on the balance sheet 2017 financials. Dee and Terry stated they have email correspondence to the effect that an email was received by Roy and sighted by Lorraine Moss that Lot 3 Mitchell Ave was core land at the time of tender and should have taken this to an extraordinary general meeting for all members to vote on.
• Roy stated he didn’t accept this information and was quite firm in his belief that he acted in the best interest of all members with documentary evidence.
After heated discussion the members present at the meeting asked that we move on as we can’t change the past and now need to look to the future of the club.
• Please see attached Notes and emails from Roy Vanzetten and Lorraine Moss;
Repair to Club Building
Information was that the club required extensive work to allow operations including replacing the roof.
• The mould is a big issue within the club building. The Board has had a maintenance carpenter look at the issues and have been offered a grant to assist with these repairs.
• The grant was applied for by Dee Harmer but not accepted as the current Board did not have the authority to accept any monies. The new Board will meet to discuss the grant as soon as possible.
Quotes were obtained for this work by the previous Board; however the quotes were never entered in as correspondence at any board Meeting. The Board member who obtained these quotes disposed of any unofficial quotes.
A verbal quote of $400,000 to supply building materials not including labour was in the previous Board minutes
The roof was examined by the maintenance Carpenter as to the work required. The roof is in quite good condition, but some work is required.
Previous work used incorrect metal types resulting in rusting of valley gutters. Overall the roof and edge guttering was reported to be in good condition.
• The roof is comprised of Zinc and Gal which are incompatible and this has caused corrosion. A temporary repair has been suggested to stop the leaks. The new Board to address this matter.
There are holes in the sheeting allowing water into the top of the walls. As sheeting appears to have been moved, it appears members have known about this for a period of time. It was suggested to install flashing over the top of the brickwork and down into the gutter to direct all water into gutters.
A separate quote was received to perform repair work within the building. A grant has been approved for this work. Temporary work will be required to patch the holes in the sheeting until work on the flashing can be performed.
The windows will require the most work. The framework is rotted, and the Board have been advised that the glass type does not comply with current building standards for a public building
• Please see attached Notes and emails from Roy Vanzetten and Lorraine Moss;
Liquor and Gaming
A complaint has been was submitted to Liquor and Gaming. The Board was not aware of this compliant until the next Board meeting October 2022.
After the resignation of several Board Members, Liquor and Gaming were contacted and negotiations have taken place to move the club from non compliant to compliant
It must be noted that the liquor license is held by the Khancoban Country Club not the Khancoban Golf Club Association.
The licensed areas need to be resolved to obtain compliance. There are several other issues that the self check document highlighted that we are not yet compliant.
Theft
The Board requested that all keys to the Club be returned and a message was circulated to all members to return keys but this has been not forthcoming.
There have been several instances alleged of theft from the club. Police were called and have advised the Board to change the locks immediately
• No key register was maintained resulting in several members having access to the club
• A filing cabinet was removed from the office and duly returned when police were notified.
• The filing cabinet when returned alleged a significant amount of vital paperwork removed
• 2 dart boards were noted to have been removed
There are potentially other items missing and when the new Board is elected a full inventory of club property will be recorded moving forward.
• Request OLG and/or Police investigate the allegations of theft.
Of all the potential slanderous accusations made in this report this is the most objectionable.
If you have any proof of alleged theft then who are the persons making the allegations and have the allegations been made to the Police? Once again this reflects your sense of drama in order to create an issue that doesn’t exist.
1. The filing Cabinet in question does not belong to the Club and Club records were never kept in it.
2. The dart Boards in question were old and removed due to their poor state.
3. There is no evidence that any Club Property has been removed from the Club and to insinuate anything else is a lie.
Membership Register
The membership register is incomplete. Efforts are currently underway to ensure an accurate and complete membership register exists
Membership registration will now be collected electronically so a true and correct membership register can be maintained.
Policies and Procedures
At present the Club does not appear to have any current Policies and Procedures documents. The new Board will be tasked with creating an updated document.
Articles of Association
The Clubs Articles of association have not been updated since 1976. There have been some alterations but these were not registered with ASIC website and are therefore not valid.
Please Note;
This oversight by previous Boards is acknowledged.
The new Board will be tasked with updating the Articles of Association to clarify the number of Board Members required. Allow electronic meetings and to provide provision of proxy voting.
These update will be carefully considered to make our Articles of Association compliant with Clubs NSW regulations
• Khancoban Country Club will remain Incorporated as the current rules ensure responsible board operations
Electrical Work
The electrical systems are compliant with regulations at the time of installation.
The regulations have since been updated however electrical wiring regulations almost always do not require updating of installations we have been advised by an Electrical Contractor. The electrical systems should be reviewed and the new board is tasked to undertake this job. Compressors for the cool rooms are a noise pollution issue and are inefficient by today’s standards. The compressors will be required to be replaced before any future use.
Club Activities
The Country Club has historically embraced a range of activities, recently however due to the closure of the Country Club this has been reduced to Golf only.
Future activities which can potentially be considered by the new Board are Lawn Bowls, Darts, Outdoor Events e.g. Archery and hiring the kitchen for community events such as the upcoming Christmas party.
Directors asked for their report be accepted:
Terry Foxcroft Dee Harmer
Moved: Anne-Marie De Witt
Seconded: Lynda Lynch
• Directors Report was accepted by 51 Members
9 Members voted against the report being accepted
• Note
See initial notes Re. Validity of AGM including numbers attending and voting, along with the validity of proposers and seconders in relation to Election of Board members.
Election of New Board Members:
Terry Foxcroft declared all Board positions vacant
Lorraine Moss questioned why there were no nomination forms circulated prior to the AGM. Dee Harmer advised that the current nomination forms were non-compliant with Clubs NSW regulations and the advice sought was to call for nominations from the floor of the meeting to facilitate the inclusion of all members.
All Directors must now apply for a “Directors ID Number “from the ARBA website before 30th November 2022 or risk a $13,000 fine from the ATO
President Nominations
• Dee Harmer o Moved by Catherine Kendall o Seconded by Shan Shelley
o Appointed
Vice President Nominations
• Trevor Hamersley o Moved by Vicki Sproule o Seconded by Dee Harmer o Appointed
Vice President Nominations
• Anne-Marie De Witt o Moved by Albi De Witt o Seconded by Louise Werrett o Appointed
Treasurer Nominations
• No nominations were received on the night.
o New Board will appoint a Treasurer
Secretary Nominations
• No nominations were received on the night o Ne board to appoint a secretary
Board Members
• Andrew Irvine o Moved by Dee Harmer o Seconded by Lynda Lynch
• Tony Rowlinson o Moved by Debbie Rowlinson o Seconded by Andrew Irvine
• Taffin Foxcroft o Moved by Tracy Foxcroft o Seconded by Cameron Harmer
• Ben Weston
•
• o Moved by Shelley Neale o Seconded by Sammi Cowan
• Shannon Shelley o Moved by Anne-Marie De Witt o Seconded by Ben Weston
• Samii Cowan o Moved by Ben Weston o Seconded by Shane Shelley.
All Board Members were appointed on the night Currently Chintana Flynn is the licensee and acts as the Secretary Manager of Khancoban Country Club a position she no longer wishes to hold.
The new Board will seek advice from NSW Liquor and Gaming as to the transfer of the Liquor License.
Shelley Neale stated she would be willing to take over the position as licensee as she has extensive experience in hospitality and the responsible service of alcohol.
The new Board will advise all members as to the process and when the change to Shelley Neal occurs.
As there was no further business to discuss the meeting was closed at: 8.55pm
Signed by
Dee Harmer
