MINUTES FOR THE ANNUAL GENERAL MEETING

HELD AT THE CLUB HOUSE ON FRIDAY 12TH SEPTEMBER 2014

1) MEETING OPENING:

Commodore Andrew Munro declared the meeting open at 19:08 hours.

2) ATTENDANCE:

Commodore Andrew Munro, Vice Commodore David Seaman, Rear Commodore Michael McLean,

Rodney Alsop, James Conway, PC Jon Klestadt, Deirdre Scott, Ross Anderson, Elizabeth Dickin,

Peter Langford, Gregory Scott, John Arnold, Alexandra Dietmair, Clive Lavery, Michael Baines,

Peter Digby, David Le Roy, PC James Shields, Jacinta Baker, Alexandra Doran, Zrinko Levar,

Brian Smith, Lennie Beattie, Alexander Doull, Ian Lewis, Matthew Solly, Catherine Beaufort, John

Duffin, Douglas Lithgow, PC Tony Spencer, Anthony Beck, Roger Dundas, Peter Lloyd, Stephen

Standen, Ann Beck, Peter Dusting, Gary Mackinven, David Sterrett, Helen Bedggood, Timothy

Dutton, Richard Macrae, Darren Tagg, PC Peter Bedggood, Bruce Early, Phillip Mahon, Laurie

Tagg, Per Bengtzen, Captain David Ellis, Pamela Matthews, Sharyn Tagg, Craig Black, Anna Farr,

Robert Tanner, Catherine Borazio, David Farr, Gregory Mellen, Jennifer Thompson, PC Ray

Borrett, Claire Fazakerley, Andrew Merlot, Charles Treleaven, Peter Botica, Anthony Fishley,

Elizabeth Meyer, Mary Trengove, Robyn Bott, John Forsyth, Christopher Tucker, Mal Botterill,

Stephen Fraser, Bob Munro, Tony Van Broekhuizen, Michael Bourchier, Ann Goodwin, Andrew

Murray, Andrew Vincent, Calum Brenan, PC Jeffrey Gray, Jenny Nelson, David Wallace, Archibald

Burns, Peter Harris, Leigh Norgate, Robin Warlond, David Burton, Douglas Hem, Bob Norlin, Kay

Watkins, Paige Butcher, Sally Herbertson, Terance Oakley, Bernard Webber, Lindsay Butler, Robin

Hewitt, Andrew Osborne, Susan Webber, Barbara Butler, Paulina Hryniewiecka, Heidi Pettersen,

PC Graeme West, Adrian Caharija, Corvan Hughes, Michael Pointon, Joseph Wetzels, Liliana

Camelotti, PC Bas Huibers, Gary Prestedge, Douglas White, David Cartan, Leeton Hulley, Simon

Price, Denis Whiteley, Bernard Case, Douglas Jenkin, Duncan Rae, Andrew Wilson, Robert Ciolli,

Eirene Johnson-Sneddon, Duncan Rasmussen, Brian Yarnall, Michael Clancy, Tony Johnson-

Sneddon, Kari Righton, Dennis Clark, PC Colin Johnston, John Robb.,

In opening the Commodore advised the meeting on the voting procedure for the election of Rear

Commodore. Papers were issued on entry, candidates will be invited to speak and then you may

vote. The ballot box will be passed around then simply fold and lodge your ballot paper. Each

candidate has nominates their scrutineers for the count.

3) APOLOGIES:

Andrew Lean, Alex Cambell, Benard Morris, Peter Cash, Tom Moss, David Pascoe, Kate Pascoe,

Craig Shepherd, Marilyn Parsons, Stephen Hendy, Ron Sulman, Lyle Close, Greg Snowfall, Tony

Anne Gibson, Kathy Macfarlane , Clive Letts, Graeme Goudie, Helen Devine, David Godley, John

Burgess, Mike Sabey, Antony Baxter, Paul O’Driscoll, Stephen Lake.

4) OBITUARIES:

Nil.

5) NOTICE OF MEETING Resolution THAT the Notice of the Annual General Meeting as displayed and circulated be

taken as read.

Proposed by: PC J Klestadt

Seconded by: PC B Huibers

The Motion was carried.

6) MINUTES OF THE SPECIAL GENERAL MEETING

Resolution THAT the Minutes of the Special General Meeting held on Saturday 6th

September 2014 be taken as read.

- 2 -

Proposed by: PC J Gray

Seconded by: T Oakley

The Motion was carried

Resolution THAT the Minutes of the Half Yearly General Meeting held on Friday 22nd

February 2014 be confirmed.

Proposed by: PC J Gray

Seconded by: PC P Bedggood

The Motion was carried

7) CANDIDATES FOR ELECTION OF REAR COMMODORE

Candidates for the position of Rear Commodore (John Duffin and Cath Beaufort) were invited

to address the members for 5 minutes each. After their presentation members cast their

votes. Scrutineers Doug Hem and Kay Watkins were invited to observe the count.

8) REPORTS:

8a) FINANCE & ADMINISTRATION REPORT

Mike Baines MB reported that last year’s result was a very satisfactory result and much better than budget in a difficult economic climate. Total revenue increased 14.97% to $2.96M with expenditure increasing by about 6.34% to $2.62M. The result for the year, before depreciation was $547k and $341k after depreciation and allowing for $22k in bad debts written off. It should be noted that the Club welcomed a donation of $200k from Nigel Peck AM, making the trading result $141k. This compares favourably with the results for the previous year of $112k after depreciation and bad debts written off. Items of note from Statement of Financial Position at Balance Date 31st May 2014

– Total cash on hand $668,854 – Cash for special purposes $436,166 – Cash available for operations $232,688 – Bank Debt $389,060 – Debt Facility $1,300,000

Other Items of note from Statement Financial Position. – Current Liabilities

– Marina Advance $245,454 – Income in Advance $437,188

(2014/15 subscriptions billed 31 May) – The matching asset for these liabilities is in cash and trade receivables – Capital Expenditure total $1,245,924

• Platform lift $1,107,546 • Clubhouse $79,400 • New Marina $28,243 • Server $11,955

Capital Expenditure Commitments • Clubhouse project $138,203 • Platform Lift $500,220 • Upgrade to Power supply $147,788 • Trench Project (power, water) $60,850 • Total $847,061

Nb. Events subsequent to balance date indicate that the commitment for the Platform Lift will increase. Overall it was a satisfactory result ahead of budget, in a tough market. We will continue firm control of expenditure and revenue opportunities will be pursued with rigour. Motion: That the Annual Report and Annual Accounts for the 12 months ended 31st May

2014 be received and adopted

- 3 -

Proposed by: M Baines Seconded by: D Sterrett

The Motion was carried.

8b) Committee Reports

Various Committee reports were tabled and received with the following special projects noted. Clubhouse redevelopment - Cath Beaufort & Carmine La Scaleia Brief

• $1million donation – 2nd storey – maximise view – Money for completed documentation, accurate QS

• New marina, increase membership, bigger areas for members; larger function spaces for member and non-member functions

• Separate functions (member or non-member) and members enjoying the club – not a disruption to each other

• It’s our club – not a function centre • Improve kitchen – cater for larger numbers, better functionality; bring cool room inside –

OH&S issue • Move Race Director inside • Functional brief – flexibility in spaces; if possible create more rooms for training, meetings

Financial

• $1million donation – Initial intent to complete documentation and accurate costings

• $4 million plan (excl GST) • To date:

– $217,603.20 includes: • McIntyre Partnership Architects • Irwin Consult Engineers • Slattery Quantity Surveyors • A.S.James – Geotechnical Engineers • Philip Chun Building Surveyor

Not to be undertaken until funds are raised, donation money only being used.

- 4 -

Marina Project - John Forsyth

Purpose The purpose of the new marina is to re-establish the Royal Yacht Club of Victoria as a leading yacht club in Australia. It will deliver a high quality member experience and ensure the longevity and financial viability of the club through increased membership. The evolution of the Marina will reflect the proud tradition of the club by delivering state of the art facilities – replacing the currently decaying infrastructure which is becoming unsafe and is nearing the end of its economic life. Introduction

In March 2014, the Club recruited the following members to the Marina Project Committee: John Forsyth (Chair), Commodore Andrew Munro, Vice Commodore David Seaman, PC Peter Bedggood, PC Ray Borrett, Alex Campbell, David Sterrett, Anthony Beck, Alex McGillivray The members of this Committee were recruited based on the specific skills required to deliver the project. Other members have contributed along the way where necessary.

The Marina Project Committee is: • Developing a robust business case • Completing a detailed risk assessment • Obtaining independent technical reports on design and the costs of construction • Building a viable financial plan • Engaging with appropriate and experienced consultants With thanks to the members who made pre-payments, the Marina Project Committee has engaged the following Consultants: • Nash Management is the Club’s Project Manager

www.nashmanagement.com.au • AW Maritime is our design engineer

www.awmaritime.com • SBP is providing planning and and communication advice

www.sportbusiness.com.au Lease Information

Premises: 15,532 Land metres2, 41,787 Seabed metres2 Rent: Asking rent was $160,000 per annum, Agreed rent is $120,000 per annum Land $5 per metre2 per annum, Sea Bed $1 per metre2 per annum Term: Proposed sixty-five years Further Term: Nil – renegotiate Outgoings: As per our existing lease including rates, insurance, maintenance etc. Commencement: Proposed as being on practical completion of the Marina. Further Development 2014 - 2054:

RYCV will be required to complete further development of the premises including the Clubhouse, Car Parking, Lockers, Yard and Off The Beach Facilities. The following table outlines our potential future projects:

Year Item 2014 estimates

2013-14 Boat Yard Upgrade - Platform Lift $1.5-$1.6M

2014-18 Floating Marina & Wave Wall/attenuation $12-$15M

2014 onwards Dredging - Pending approvals price $1.5M-$5M

2016 -2042 Clubhouse & Training Facilities Youth Training and Dinghy Sailing (Off The Beach)

$14-17M

2020 - 2030 Lockers, Mast Repair Area, Boat Yard Upgrade $2M - $4M

- 5 -

2020-22 Car Park $4M

2020 onwards Levelling of the Boat yard $2M

2045-54 Marina Upgrade $10M

TOTAL INVESTMENT (2014 Costs) $47M to 58.6M

Current Status:

Parks Victoria has prepared a submission for the Minister, which provides the principal terms and conditions for his approval. Once approved, PV and DEPI will finalise the lease detail with RYCV – virtually all agreed. The Lease will be signed off by the Minister. Design and Engineering Layout

Surge & Wave Modelling of the Current and New Marina

Comparison of existing long period waves (left), and the impact of wave attenuation (right) (North East wave direction from = 10 deg, T = 17s)

- 6 -

Wave Screen Design - Indicative Design – Fibre Reinforced Plastic (FRP)

Feature Benefit

State of the art new Marina Safety of access, design life, aesthetically pleasing, desirable, modern, family friendly, hassle free, easy and convenient, Secure 24 hour surveillance

Power, water, and sewerage pump out Convenience, Washing, cleaning, charging

Floating Marina Ease of mooring your boat and exit Easy access to your boat - loading and unloading. Greater personal and boat safety

Wider Walkways/Pathways Pack and fold sails safely

236 berths (60 additional berths) Flexibility of berth size and increased capacity

Wave and Surge attenuation Improved safety, comfort and security

- 7 -

Q&A

19 pages, 60 questions, and more than 5,500 words covering all aspects of the project for the members information: 1. Project Rationale 2. Governance and Project Management 3. Features, Benefits and Impact 4. Approval Process 5. Technical, Engineering and Construction 6. Business Case for Investment

The prepayments

The new marina

The long term leases

The prices The Q and A will be sent to all members once complete Finance

The current budget cost of the new marina is $13.2M:

Item Cost

Marina Construction $ 6,500,000

Wave Walls - 100% $ 2,500,000

Partial Wave Walls - 80% $ 1,200,000

Consultant fees including flume testing $ 820,000

Construction Contingency $ 600,000

Project Contingency $ 465,000

Current Marina Demolition $ 400,000

Services $ 300,000

Shoreline Attenuation $ 150,000

Race tower $ 50,000

Temporary Services $ 50,000

Land - Bridge $ 50,000

CCTV $ 50,000

Pump out service $ 35,000

Power metering $ 30,000

Dredging $ -

Finance model

• The Club’s financial model will be based on selling a combination of Long-term (20-year) Leases, and Short-term (annual) Leases.

• This model will ensure the required: - initial capital is raised, in addition to - having sufficient annual cash flows.

• Once the project is approved by members: - design and construction process will be confirmed, - the Club will wait until we raise sufficient capital from the sale of Long-term Leases

and Short-term lease commitments before we commence the construction, thus reducing any financial burden and risk on the Club.

The new Marina has been designed to maximise the total length of the pens that will be available for the Club to sell/lease over time. Although we will not have pen sizes that fit every size of boat, the Club is completely committed to

accommodating all members of the Club within the new Marina - for example, • the Club intends to ‘designate’ some of the 12m pens as 11m pens for pricing purposes –

conditions will apply re use of the pen. Details on the Club’s financial modelling results will be presented at the Information Sessions.

The Way Forward is…

• GC Meeting to approve project • Member Invitation to Information Sessions • Q and A sent to members prior to Information Sessions • Information Sessions (PowerPoint) presentation will be sent to members post meeting • SGM document finalised post Information Sessions based on feedback from members • Notice of meeting must be (at least) 14 days prior to SGM

- 8 -

• Special General Meeting

Questions

John Arnold - How many new boats ask to come and join our club every year? AM About 12-15 new boats go onto the register every year, and there are about 20 boats on the waiting list currently. Peter Harris Are you entirely happy that the business case is being developed after the project has begun. We have not yet seen a business case and not sure if there even is one? JF We have been doing a lot of financial modeling along the way, following the costs, looking at the various aspects of occupancy and so forth. Looking at worse case bottom line scenarios with our Treasurer . Alex Campbell has had a good look at the funding and worse case positions of what we will need to have, without creating a financial burden to the club. Callum Brenan - Will there be any narrowing of the causeway? Will there be any view to opening up the area around the cranes to help with the congestion when boats are being lifted in and out. JF There may be some changes to the rock wall, there will be some attenuation for surges so it may impact a little on how we set out the marina for hardstand boats and the like but it’s not finalised at the moment. The east will remain the same, as the growth has gone slightly to the west. Callum Brenan In property banks won’t let you move until they have sold 80%, will the club take similar approach? JF Yes, we won’t be moving on this until we have achieved levels of 20 year lease sales and also short term lease commitments as well. We are not going into this without the funding.

Commodores Report

The Commodore updated the meeting on events of the past year. Resolution - That all reports be received for the 12 months ended 31st May 2014 be received.

Proposed by: J Forsyth

Seconded by: PC Tony Spencer

The Motion was carried

9) Platform lift Progress report

PC Ray Borrett

1. Three quotes being analysed, and a fourth requested

2. Have identified some errors and double counting

3. The concrete works are by far the largest cost item.

4. Have requested some suggested design simplifications be costed and the total costs be

reviewed

5. Separate quotes are being sought for some individual items

– Some at members request/suggestion

– Looking at possible subcontracting under the direction of a construction

manager

6. A full and detailed analysis will take some time, and we will be reporting back to the

members fully costed options.

7. Note:- The basic principles in the Sandy Doull motion from Saturday are being followed

anyway, maybe just not as formalised as the motion put.

10) Consideration of the motion attached to the notice of meeting.

Resolution: THAT this General Meeting approve the Club entering into a lease with Parks

Victoria for a period of up to 65 years on terms approved by the General

Committee.

- 9 -

Proposed by – John Forsyth

Seconded by – Vice Commodore David Seaman

John Forsyth spoke to the Motion. Proposed by – John Forsyth Seconded by – Vice Commodore David Seaman

The Motion was Carried.

11) General Business raised in accordance with the Rule 9.5

There were no items submitted for General Business.

12) Election of Honorary Life Members

The following members have achieved their 50 year membership, joining in 1964, and as

per tradition are nominated for Honorary Life membership

William H Pepper

Des J Ryan

I will provide some brief histories of these members time at RYCV and any “priors” we

may have found on their files.

PEPPER WILLIAM W H

o Boat – Maralinga (Thunderbird) since about late 60’s, actively involved in

club racing,

o Competed in the Association Cup in 1998

o Instrumental in getting the Tripe N Onions up and running with Captain Bob

McGregor,

o Always helped out volunteering around the club,

o Supporting the building of club cadets, and Small boats now known as OTB.

o Often contributed his time to helping with racing.

Motion:

Moved THAT William Pepper be elected as an Honorary Life member of the Club in

accordance with Rule 2.8. Proposed by Commodore Andrew Munro seconded by Vice Commodore David Seaman.

The Motion was unanimously Carried.

RYAN DES D J

o An active sailor around the club.

Motion:

Moved THAT Des Ryan be elected as an Honorary Life member of the Club in

accordance with Rule 2.8. Proposed by Commodore Andrew Munro seconded by Vice Commodore David Seaman.

The Motion was unanimously Carried.

- 10 -

13) Appointments:

Admiral:

The appointment of His Royal Highness, Prince Philip as Admiral.

Proposed by Commodore Andrew Munro

Seconded by Vice Commodore David Seaman

His Royal Highness, Prince Philip is declared duly elected as Admiral.

Commodore-in-Chief The appointment of the Governor of Victoria Alex Chernov, AC QC, as Commodore-in-Chief.

Proposed by Commodore Andrew Munro

Seconded by Vice Commodore David Seaman

Governor of Victoria Alex Chernov, AC QC he is declared duly elected as Commodore-

In-Chief.

At this stage of the meeting the Commodore thanked the Flags, General Committee,

the General Manager, Volunteers and members for their help and words of advice and

wished the new Commodore and his committee all the best for the future.

ELECTION OF OFFICE-BEARERS –

Commodore

The appointment of David Seaman as Commodore.

Proposed by PC Tony Spencer

Seconded by Rear Commodore Michael McLean

There being no other candidates nominated David Seaman is declared duly elected as

Commodore.

PC Andrew Munro stood down from the Chair and Commodore David Seaman took the

Chair of the meeting.

Vice Commodore

The appointment of Michael McLean as Vice Commodore

Proposed by PC Tony Spencer

Seconded by Commodore David Seaman

There being no other candidates nominated Michael McLean is declared elected as Vice

Commodore.

Rear Commodore

The Commodore read the result of the Ballot, Cath Beaufort 87, John Duffin 89. By ballot the Commodore announced the appointment of John Duffin as Rear

Commodore.

Proposed by PC LG West

Seconded by PC R Borrett

Club Captain

The appointment of Captain David Ellis as Club Captain

Proposed by Cath Beaufort

Seconded by Anthony Beck

There being no other candidates nominated Captain David Ellis is declared duly

elected as Club Captain.

- 11 -

Honorary Treasurer

The appointment of Alex Campbell as Honorary Treasurer

Proposed by Anthony Beck

Seconded by PC Andrew Munro

There being no other candidates nominated Alex Campbell is declared duly

elected as Honorary Treasurer.

Honorary Assistant Treasurer

The appointment of Mike Baines as Honorary Assistant Treasurer.

Proposed by VC Michael McLean

Seconded by PC Bas Huibers

There being no other candidates Mike Baines is declared duly elected as

Honorary Assistant Treasurer.

Honorary Assistant Secretary

The appointment of Anthony Beck as Honorary Assistant Secretary

Proposed by PC Andrew Munro

Seconded by John Forsyth

There being no other candidates nominated Anthony Beck is declared duly

elected Honorary Assistant Secretary.

The election of two member to the General Committee for a period not exceeding two

years

The appointment of John Forsyth to General Committee

Proposed by Bruce Rodwell

Seconded by Anthony Beck

There being no other candidates nominated John Forsyth is declared duly

elected to General Committee.

The appointment of Peter Langford to General Committee

Proposed by Peter Roberts

Seconded by Peter Harris

There being no other candidates nominated Peter Langford is declared duly

elected to General Committee.

Honorary Yacht Measurer:

The appointment of John Duffin as Honorary Yacht Measurer.

Proposed by PC Andrew Munro

Seconded by Commodore David Seaman

There being no other nominations John Duffin is declared duly elected.

Honorary Solicitor:

The appointment of Chris Tucker of Tucker Partners as Honorary Solicitor.

Proposed by PC Andrew Munro

Seconded by Commodore David Seaman

There being no other nominations Chris Tucker is declared duly elected.

Honorary Architect

The appointment of Prof. Peter McIntyre of McIntyre & Associates as

Honorary Architect. Proposed by PC Andrew Munro

- 12 -

Seconded by Commodore David Seaman

There being no other nominations Prof. P. McIntyre is declared duly elected.

Club Auditors

Motion:

Moved THAT John Woodward Chartered Accountant be elected as Club

Auditor for the year 2014/2015.

Proposed by PC Andrew Munro

Seconded by Commodore David Seaman

There being no other nominations John Woodward Chartered Accountant is

declared duly elected.

14) Presentations

Past Commodore Embroidered crest was presented to PC Andrew Munro

15) CONFIRMATION OF CLUB RULES: Motion THAT the Rules of the Club be confirmed for the ensuing year

Proposer: John Forsyth Seconder: PC Tony Spencer

The Motion was carried.

In closing Commodore David Seaman thanked Immediate Past Commodore Andrew Munro for

his work along with outgoing Committee Members Justin Brenan and Bruce Rodwell for an

amazing amount of time and hard work over the years, this was endorsed by the meeting with

acclamation.

CLOSE: Commodore David Seaman declared the Meeting closed at 21:04 hours and

invited members to join him for refreshments at the Bar.