MINUTES OF ANNUAL GENERAL MEETING OF THE LANTAU BOAT CLUB HELD AT DISCOVERY BAY BEACH ON SAURDAY 16TH APRIL 2011 AT 1700.
In attendance:
Joseph Shieh Commodore
John Rempel Treasurer
Simon Ludlow Secretary
And 19 other members of the Lantau Boat Club
And 11 Voters by Proxy
And 1 Absentee Voter
Item 1: Commodore’s report
The Commodore welcomed the club members attending the meeting. He reported that we have had a successful year with lots of people attending the various competitive and social events. Cheung Chau Challenge was successful, the Open day was well attended with about 90 members of the public visiting, we held three four training days with the Brian Phipps training sessions also training some 14 sailors over two weeks. The 2010 Air Canada Asian Open Regatta was particularly successful with good wind and an excellent Public Relations video being made of the event. There was also a well attended Christmas party with some members from the Hong Kong Hobie Club joining us. Also, the Lantau Island Rowing Club joined us in 2010 and with a subsequent increase in the LBC membership. The Commodore extended his thanks to all those who supported the Club in the last year, particularly our Sponsors, Air Canada and Hemingway’s by the Bay.
Item 2: Minutes of the last meeting
The minutes of the EGM held on the 23rd November 2010 had been posted on the Club website for several months and most of the members had already read them, so there was no need to read them at this meeting. James Branch proposed that they were an accurate record with the treasurer seconding them. They were unanimously passed as being an accurate record of the proceedings by those present who had attended the EGM.
Item 3: Treasurer’s Report
The treasurer reported that the Club had a good year financially with the Club having broken even this year. The accounts for 2010/11 have been finalised and the bank account is in credit to the value of about $500,000 with all the membership and parking fees collected and the major expenses of the insurance and rent already paid. He also reported that despite the publicity campaign prior to the 2011 membership renewals, there were still people who paid late and they were going to be expected to pay a joining fee as per the Club constitution and rules. He proposed that there should be a zero tolerance policy for those paying late and this was seconded by Tim Osborne with a unanimous vote. He thanked the 90% of the members who paid correctly and promptly, and hopes for 100% record next year. The accounts were presented to the Club members with James Branch proposing they were an accurate record and Andrew Nettleton seconding them. They were passed unanimously.
Item 4: LIOCC Report
Tim Osborne reported that the LIOCC has had a successful year with a membership campaign increasing their membership to about fifty. Two new OC6s have been purchased with the two older canoes being sold to a new club starting at Cheung Sha. They had entered several competitive events in both Outrigger Canoes and Dragon Boats and had achieved some success.
Item 5: LIRC Report
Martin Reynolds reported that the LIRC had officially formed on the 7th December 2010 and had unveiled their logo and colours only that morning. The LIRC were entering their first event, the Deepwater Bay Regatta on the following day. The Club now has 14 members and four boats, with the aim of increasing the membership to 25 by the end of the year and with new and replacement boats arriving soon. Construction of the rack for the rowing boats will start soon. He also reported that the LIRC considered membership and support of the LBC was considered critical and that the LIRC wished to support LBC activities soon.
Item 6: Incorporation of the LBC
The secretary outlined the Committee’s proposal that the LBC should be incorporated. He pointed out that recently, it was discovered the Club didn’t have as much liability protection as had been assumed. He outlined the advantages which are primarily the increased liability protection and also a more formal operating environment which the Committee considered to be a good thing as the Club has increased in size by about 25% in the last three years. He also outlined the disadvantages which were that there would be a slight increase in work and greater costs involved. However, some of the work would be done by paid professionals and the cost could easily be absorbed by the Club for the first few years as it was financially healthy. Setup costs had been estimated at around $25,000 and running costs at about $15,000 a year. Should there have to be an increase in membership fees in the future, the costs would be minimal and as the Club fess were very reasonable, it would be a small price to pay for the added protection.
Bob Wilson mentioned that the Club should draft its own articles of association as ‘off the shelf’ company formation services offered by commercial operations were not necessarily suitable for an operation such as the LBC. He considered the Club has within it enough experience to complete this task without outside assistance. A question was asked as to how this move would change the Club. The Secretary replied that the Club membership will see no difference in the Club once incorporated. Another question was asked regarding the ownership of the Club. The secretary answered that the Club will be incorporated by guarantee rather than by share capital, so all Club members will be equal stakeholders in the Club and there will be no individual shareholders or debenture holders owning the Club and there will be no ownership rights attached to membership. Instead of owning a part of the company, each member will undertake to guarantee to cover a limited amount of liability of the Lantau Boat Club Limited which will probably be $100 - which is the same individual liability required by the current Club constitution. Another question was asked as to Hong Kong Resort International’s likely response would be to the incorporation of the Club. The Secretary replied that in a prior discussion with them when the topic came up, they seemed to have no objection as the Club will not be a trading company, or a profit making organisation.
The Secretary also mentioned that should the motion be passed, the next step would be for an Incorporation Sub-committee to meet and take the steps to make the LBC a limited company. The members of this Sub-committee had already been identified and all have specific knowledge of club legislation and company law and accounting procedures. They will draft the articles of association and in about six months present them to the Club membership for approval at an Inaugural General Meeting of the Lantau Boat Club Limited. Should they be acceptable, then a vote will be taken to dissolve the Lantau Boat Club, transfer the assets to the new company and then the Club will be incorporated. The suffix ‘Limited’ may be subsequently removed by application. Directors and auditors will then be appointed and an official business address will have to be found which may be provided by a company hosting service.
The motion “The Lantau Boat Club will incorporate as a limited company’’ was proposed by the Committee and seconded by Martin Reynolds. A vote was taken and the results were:
For: 34
Against: Nil
Abstentions: Nil
The motion was unanimously carried.
Item 7: Election of Officers
The 2011 LBC committee were elected as follows:
Commodore: Joseph Shieh
Vice Commodore Training: Chan Yu Ting
Vice Commodore Regatta: Position open
Race Officer: Position Open
Social Secretary: Andrew Keith
Beachmaster: James Branch and James Young.
Treasurer: Andrew Nettleton
Secretary: Christopher Fraser
Rear Commodore: Tom Nunan (non-elected position)
The two unfilled positions may be co-opted by the Committee at a later date as allowed by the Club constitution. Also, at a recent Committee meeting, it was decided that two committee members without portfolio may be elected or appointed by the Committee as required and these may be the directors of the LBC limited if appointed from within the Club membership. In addition, a new committee post of Kayak member was created to fulfil the substantial task of managing the 40 kayaks parked on the beach – a task previously undertaken by the Secretary. A volunteer for this post was not found at the meeting. However, the Secretary mentioned that a member had mentioned he may volunteer to fill the post, but was not present. This position may be also be appointed by the Committee at a later date.
The Commodore welcomed the new Officers to the Committee and thanked the outgoing officers for their hard work.
Item 8: Any Other Business
There was no other business.
Item 9: Next General Meeting
The next general meeting of the LBC will be the Inaugural General Meeting of the Lantau Boat Club Limited, which will take place in about six months time.
Simon Ludlow
LBC Secretary
