MINUTES OF THE CYCSA AGM

Minutes of Annual General Meeting of The Cruising Yacht Club of SA Inc held at the Cruising Yacht Club of SA, North Haven SA on Thursday 23 September 2021 at 7.30 pm

WELCOME The President and Chairman of the meeting, Mr Dominic Rinaldi, formally declared the meeting open and welcomed members and Life Members Andrew Saies, Graeme Footer and Geoff Catt and Past President Chris Wood to the AGM.

ATTENDANCE & APOLOGIES A full list of attendees and apologies is at the bottom of this document.

A. CONFIRMATION OF MINUTES Gerard Hughes proposed that the Minutes of the 2020 Annual General Meeting held on Wednesday 24 September 2020 be adopted. Martyn Heffernan seconded the motion. Chairman declared the motion passed.

B. GENERAL BUSINESS 1. Annual Reports Cruising Association Report - The Cruising Association did not have a nomination for the Association’s Most Valuable Volunteer Award for 2020/2021. Fishing Association Report - The Fishing Association did not have a nomination for the Association’s Most Valuable Volunteer Award for 2020/2021. Racing Association - The Racing Association nominated John Collett for the Association’s Most Valuable Volunteer Award for 2020/2021. Social Association - The Social Association did not have a nomination for the Association’s Most Valuable Volunteer Award for 2020/2021. The Chairman asked that the Associations’ Annual Reports presented at the 2021 All-Associations AGM be received and accepted. Moved by Peter Schembri and seconded by Vlad Humeniuk. Chairman declared the motion passed.

2. FINANCIAL REPORT In addition to the Treasurer’s Report as published in the Annual Report, the Treasurer David Roper, with the aid of a screen presentation gave an overview of the 2020/2021 financial performance. He advised that the Club’s appointed Auditors, Dean Newbery & Partners, have given an unqualified report on the Club’s 2020/21 Financial Statements which was accepted by the Board. The Treasurer noted the following components contributed to the $800k ordinary actual surplus: • A one-off refund of $114k from SA Water • Unrealised gains of $800k from the Sinking Fund required by accounting standards to be reported based on market value • $318k of Covid19 related Government assistance (Jobkeeper and Cashbooster grants) • Hospitality has improved considerably on the previous year • Second half of the year improved considerably from the first half which was affected by restrictions

Update on the Sinking Fund: • Last year held a high proportion of cash which this year was invested back into the market • Overall value of the fund increased by a material amount 32

as market in general has increased • Graph displayed on screen (as included in Treasurer’s

Report) showed the drawdown for the last two years in order to fund the over water asset expenses • a similar drawdown expected this year but planning to rest the fund after this financial year to let it grow for a period in line with previous financial modelling.

Alison Perrott and Guy Collison from Ord Minnett were invited to comment on the 2020/21 Sinking fund performance and made the following points: • Ord Minnett took over management of the fund in May 2020 • Early 2020 was rocky due to market uncertainty due to

Covid • Took it gently and sensibly over the last year • In excess of $6.35m currently invested • 25% growth and 75% income yielding • Recently sold out of Milton Corp to take some profit • Still taking a cautious approach given current global situation.

Dominic advised that Ord Minnett addressed the CYCSA Board on a regular basis. Questions from the floor: • At what cost do Ord Minnett charge for their services- Ord

Minnett’s annualised Investment Management fee is 0.5%. • How has the Sinking fund performed against other similar sized funds? Outperformed other similar funds by around 2%.

Dominic thanked Ord Minnett representatives for their attendance. Motion: To accept the 2020/21 Financials as a true record moved by Chris Wood and seconded by Andrew Saies. Motion declared passed. Motion: It was moved that Dean Newbery & Partners be reappointed as auditors for the 2021/22 year as recommended by the Board. David Royle moved the motion and Chris Wood seconded it. Motion declared passed.

3. COMMODORE’S REPORT Commodore Jacqueline Heffernan presented the Commodore’s Report as published in the Annual Report. Jacqueline acknowledged the incredibly difficult year but despite that the Club had done amazingly well. Staff are always very welcoming and the Member’s Draw continued to be well attended and recognised that without the members the Club would not be so successful. Motion: Gay Footer moved the Commodore’s Report be accepted, seconded by Martyn Heffernan. Motion declared passed.

4. PRESIDENT’S REPORT Dominic Rinaldi presented the President’s Report for the 2020/2021 year as published in the Annual Report. Other items covered by the President were: • A lot of curve balls thrown at us this year • Management and their team had to be agile and reactive • Have been working tirelessly to find sponsors for the

Youth Sailing Foundation (YSF) which has so far yielded four majors and one minor which will cover the majority of instructor fees • Club managed to purchase the YSF fleet through existing working capital and has not required any additional funding • Expect the YSF to bring more youth, boats and vibrancy into the Club • Infrastructure at the Club is ageing which will require good planning and will stage capital expenditure based on funds available and not go into debt. Question from the floor:

Why didn’t the Port Vincent redevelopment go ahead last December as advised? Response - Original builder pulled out with little notice requiring another tender process before another builder was engaged. Building has now started and is expected it to take around 10-11 weeks to complete. Motion: Graeme Footer moved the President’s Report be accepted, seconded by Andrew Saies. Motion declared passed.

5. BOARD OF MANAGEMENT The Chairman advised that at closure of nominations at 5pm on Thursday 26 August 2021 there were six nominations for the seven vacant positions on the Board of Management. The six successful nominees were: Geoff Boettcher, Dominic Rinaldi, Doreen Perrin, Mark Hutton, Keith Finch, David Roper David Murray has resigned from the Board of management after 12 years of service. The Board now has one month to fill the casual vacancy. Comment from the floor: • Asked that it be noted that the inability to fill a full Board for a Club our size and vibrancy was disappointing. It was acknowledged the work the Board does but maybe there is not a strong connection between the Board and the members. • Or is everyone content with how things have been going • Concern raised that there are so many berthing vacancies • Noted that we had moved from a preselection model to a more open Board election consequently a shift in thinking may have caused the current situation • Acknowledged that current Board has worked diligently • Noting five or six hardstands for sale for around $1,000 which is concerning.

C. OTHER BUSINESS Resolutions for the amendment of the Constitution and Rules of the CYCSA with or without amendment The Resolutions were presented at a Members Information Evening on Friday 3 September after which a few minor amendments were taken on board before they were given to the Club lawyers for final review before being presented at this AGM. David Roper presented each Resolution: Resolution 1 – STYLE CHANGES Motion - Proposed to accept Resolution One in its entirety by Gerard Hughes, seconded by Martyn Heffernan. Voted – 42 in favour, 0 against, motion declared passed. Resolution 2 - MISCELLANEOUS Motion - Proposed to accept Resolution Two in its entirety by Geoff Catt, seconded by Chris Wood. Voted – 42 in favour, 0 against, motion declared passed. Resolution 3 - FINANCES Item 3.3 had not been challenged – Clarifying that both Retired Members and Personal Representatives of Deceased Members will become liable for future liabilities past the three month grace period in Clause 9 (Retirement and Death of Members) and is intended to be a clearer clarification for those parties involved. Noted that the Board does maintain the right to be lenient in certain circumstances. Motion - Proposed to accept Resolution Three in its entirety by Andrew Saies, seconded by Ken Amos. Voted – 42 in favour, 0 against, motion declared passed. Resolution 4 – AGM Question from the floor: Could the Constitutional changes have been voted on by Evote? Response - Board currently views Board elections to be decided by Evote and ‘all other business’ resolutions would be voted at General Meetings to enable healthy debate prior to voting. • Biggest impact on member participation at AGMs has been the take-up of virtual meetings • Can the Club look into this in the future • Noted that tonight the Board has 33% of vote and the floor has 67% which indicates a head in the right direction.

Motion - Proposed to accept Resolution Four in its entirety by Graeme Footer, seconded by Joe Mezzini Voted – 42 in favour, 0 against, motion declared passed. Resolution 5 – ELECTIONS Question from the floor: Currently no audit on the outcome of E-votes. Do we audit who is included in the vote? Could we audit the data going to the third party E-vote provider? To be considered by the Governance Committee for future votes. Motion - Proposed to accept Resolution Five in its entirety by Ken Amos, seconded by Peter Schembri. Voted – 42 in favour, 0 against, motion declared passed. Resolution 6 – COMPLAINTS Comments from the floor: Noting that this excludes mandatory reporting requirements. Does it allow for the complaint to come back to the Club for further attention should it be dismissed as a criminal matter? Motion- to add a new clause 10.3.3 “for the avoidance of doubt the Board may continue to determine a complaint regardless of the determination of the complaint by the appropriate authorities”. Motion - Proposed to accept Resolution Six with the above amendment by Ken Amos, seconded by Peter Schembri. Voted – 41 in favour, 1 against, motion declared passed. Resolution 7 – MEMBERSHIP Suggest under 7.4.2 to replace the word ‘spouse’ with the word ‘partner’ – withdrawn after looking at the associated definition in the Constitution. For future consideration 7.1 could read ‘at the Board’s discretion from time to time’ rather than up to age 30. To be considered by the Corporate Governance Committee. Motion - Proposed to accept Resolution Seven in its entirety by Peter Schembri, seconded by Geoff Catt. Voted – 42 in favour, 0 against, motion declared passed. Dominic Rinaldi took the opportunity to thank David Murray for his contribution over 12 years to the CYCSA Board and other volunteer positions. David was instrumental in: • Marina East refurbishment program • Port Vincent upgrade • Facilities Committee • Masterplan Committee

Jacqueline Heffernan announced the Volunteer of the Year would be awarded to John Collett for his dedication as a Race Officer and CYC2 skipper for many years. CYCSA appreciates his commitment and contribution to the on-water racing administration team. The official recognition and burgee to be presented at the 2021 Opening Day. There being no other business the meeting was closed at 9.21pm. Floor was opened for any informal questions of a general nature. None raised.

(list of attendees and apologies continued over on page 35)