The Australian Davis Cup Tennis Foundation Minutes of the 39th Annual General Meeting of Members held at the Royal South Yarra Lawn Tennis Club on Monday, 22nd November 2010 at 8.00pm
Messrs N A Fraser (Chairman); G K Cumbrae-Stewart (Hon Secretary) D J O’Brien (Hon Treasurer) D G Williams and B R Tobin (Vice- Presidents); J W Sweeney; I M Johnson; A J Cobb; C H Mason; J B Fitzgerald; Mrs S Newland (Directors) and Andrew Lane (Auditor) plus 87 other Members including Alan & Judy Pullyblank; Allan Stone; John Bryan; Ian Stone; Geoff Stone and Ian Jane signed the attendance register.
The Hon Secretary indicated that Trevor Dohnt (Director); J B May (Immediate Past President); Steve Wood (CEO Tennis Australia); Laurie Woods; John R Heathcote; Frank and Jean Sedgman; Malcolm & Glenice Bergmann; Gordon and Jacqueline Moffatt; Frank Hennessy; Nancy Entink; Jan Neuhofer; Kevin Howard; Marjorie Mould; Barbara Fleischer; Bev Laity; Ann and John Quinn (UK) and Alex Aitcheson (USA) had all formally apologised for their inability to attend the Meeting. He noted that the apologies of another 13 members had been recorded on the lists provided at the entrance to the meeting room. No further apologies were tendered from the floor.
On the advice of the Hon Secretary, the Chairman declared a Quorum to be present.
NOTICE OF MEETING:
At the request of the Chairman, The Hon Secretary read the Notice convening the 39th Annual General Meeting of Members of the Foundation.
The Chairman formally declared the Meeting to be open and invited members to observe a brief period of silence in memory of all members who had passed away during the year with special mention being made of the passing of A J (Tony) Ryan an esteemed member and long time Councillor and Chairman of Selectors who served Tennis Australia with distinction in a variety of influential positions.
The Chairman extended a warm welcome to all present and particularly to new Members and to those who had journeyed from country regions or from interstate and to others who, for the first time, were attending an Annual General Meeting of the Foundation.
The Chairman indicated to Members that the Register of Members and the Register of Directors were now tabled and would remain open for inspection for a short period immediately following the Meeting.
The Chairman sought leave of the meeting to depart from the published Agenda and leave was granted. The Chairman then explained that 13 members have accepted nomination for election as Directors of the Foundation and for which there are only 12 vacancies. He NOTED that in compliance with the provisions of our Articles of Association or ‘Constitution’, a ballot will now be conducted to determine the names of the 12 successful candidates. The Chairman then introduced Mr Paul Radici (a Chartered Accountant and Registered Company Auditor) and Mr Frederick Howsa (a Senior Audit Manager), each from the same highly respected national firm of Chartered Accountants. He explained that both gentlemen have
donated their time and expertise tonight in order to oversee due process, to enhance transparency and to conduct the ballot as totally independent and impartial Returning Officers. The Hon Secretary then explained that the voting methodology and procedure had earlier been specified by Messrs Radici and Howsa (as Subject Matter Experts) as being compliant with the Constitution of the Foundation. PROXY VOTES:
The Hon Secretary informed the meeting that each of the following has been appointed to exercise one or more Proxy Votes: i. ii. iii. iv. v.
The Chairman of the Meeting Graeme Cumbrae-Stewart Des O’Brien Donna M Low Sue Newland
AND DECLARED that no Notice of Appointment of a Proxy was received by him later than 20.00 hours on Saturday 20 November 2010. VOTING:
After further brief explanatory comments and instructions, all Members eligible so to do were invited to cast their votes and to place the completed ballot slips into the ballot box. The Returning Officers then retired to determine the results which would be announced later in the evening. (Hereafter, the business of the meeting resumed to follow the published Agenda).
RESOLVED that the Minutes of the 38th Annual General Meeting of Members held on Thursday 26th November 2009 be taken as read and CONFIRMED.
RECEIPT OF ANNUAL REPORT:
RESOLVED that the Annual Report of the Foundation for the year ended 30th June 2010 be RECEIVED.
The President spoke to his written report in considerable detail observing in the process that the year under review had been one in which bridges had been rebuilt and international respect earned after the events of the previous year when Australia had defaulted for the first time ever in a Davis Cup Tie in Mumbai in the face of grave security concerns. He went on to talk about the two ties played in Australia that year in the Asia/Oceania Group 1; the first in Melbourne where we were successful against Chinese Taipei and the second in Cairns where Australia was defeated in the World Group Play-off by Belgium. On behalf of all members, the President expressed his appreciation for the work of Judy Pullyblank at the Foundation’s Secretariat and of the Foundation’s State Membership Officers whose sole responsibility, he explained, was to develop and pursue initiatives to attract new members from within their respective States. He also expressed his gratitude to Ray Briggs and Ian Jane for their loyal support throughout the past year and reserved for special mention, the invaluable work and absolute dedication displayed by our representative in NSW, Malcolm Bergmann OAM and his wife Glenice who once again have given up a considerable portion of their own time in order to allocate nearly 850 complimentary tickets to Foundation Members throughout NSW for the first 2 days of the Medibank International-Sydney 2010. Concluding his report, the President thanked Directors for their diligence; making special mention of the exemplary work of the Hon Secretary, Graeme Cumbrae-Stewart OAM and of the Hon Treasurer, Des O’Brien. His remarks were enthusiastically supported by acclamation. The President then invited the Hon Secretary to formally propose the adoption of the 39th Annual Report of the Foundation.
ADOPTION of DIRECTORS’ REPORT and FINANCIAL STATEMENTS:
Before doing so, Mr Cumbrae-Stewart on behalf of all members thanked the President for his enthusiastic leadership and untiring efforts on behalf of the Foundation. His remarks were endorsed with acclamation. The Hon Secretary then formally proposed the adoption of the Annual Report incorporating the Financial Statements for the year ended 30th June 2010 and called upon the Hon Treasurer to support the motion. Drawing attention to the Financial Statements incorporated within the Annual Report Mr O’Brien reflected upon the financial position of the Foundation. He indicated his willingness to respond to any questions but none was asked. Concluding his remarks, the Hon Treasurer expressed his gratitude to the Company’s Auditor, Mr Andrew Lane CA for his professional advice and guidance in the preparation of the Company’s financial reports. He also expressed his appreciation to Mrs Judy Pullyblank, whose many tasks in the Secretariat include the function of Book-keeper; a task that she continues to perform with unrelenting attention to detail. Mr O’Brien then formally supported the motion of the Hon Secretary. RESOLVED that the 39th Annual Report of the Foundation including the Directors’ Statutory Report; the Statement of Financial Position; the Statement of Financial Performance; the Statement of Cash Flows and the Auditor’s Report thereon, each of which related to the year ended 30th June 2010, be and be hereby ADOPTED.
DECLARATION OF BALLOT:
The Chairman informed the meeting that he had received advice from the Returning Officers that the results of the Ballot had favoured each of the incumbent Directors and that the nomination of Ms Donna Low had been unsuccessful. He thanked Ms Low for her interest.
ELECTION OF DIRECTORS:
The Chairman indicated to members that with effect from the close of the meeting, all current Directors and Office-bearers are deemed to have retired from their respective positions on the Board and that concurrently, those persons who at this meeting are elected as a Director or additionally as an Office-bearer, will concurrently assume their respective Offices. Mr Fraser then explained to the meeting that notwithstanding their “deemed” retirement, it remained the prerogative of each of these recently retired Directors to stand for re-election pursuant to the terms of the Foundation’s Constitution. He indicated that each of them had signified their willingness to do so and he called upon the Hon Secretary to inform the meeting of the nominations received. The Hon Secretary announced that he had received and accepted within the prescribed period from each former Director, a formal nomination and acceptance for his election as a Director and additionally for some, election as an Office-bearer. The Chairman indicated that as the number of nominations received and accepted did not exceed the number of vacancies to be filled, a ballot was not required. He therefore declared the following nominees to be duly elected as Directors with effect from the close of this meeting: Messrs: N A Fraser; B R Tobin; G K Cumbrae-Stewart; D J O’Brien; A J Cobb; J B Fitzgerald; I M Johnson; C H Mason; D G Williams; Jonathan W Sweeney; T J Dohnt; and Mrs S M Newland.
ELECTION OF OFFICE BEARERS:
The Hon Secretary informed the meeting that the number of nominations received for each Office did not exceed the number of vacancies and that as a consequence, a ballot would not be required. Accordingly, the Chairman declared each of the following Directors to be and be hereby elected to the Office for which he had been nominated;
Neale A Fraser AO, MBE
Brian R Tobin AM D Graeme Williams
Graeme K Cumbrae-Stewart OAM
Desmond J O’Brien
Alan J Cobb, Trevor J Dohnt, Cedric H Mason, John B Fitzgerald, Ian M Johnson; Jonathan W Sweeney and Mrs Susan M Newland
noting in each case that the designated Office-bearers and Directors will remain in Office until the closure of the next Annual General Meeting of Members or upon resignation from Office or the position as a Director is otherwise vacated meanwhile. The President thanked the re-elected Directors (including those additionally elected as Office-bearers) for their continuing interest and support. COMPANY AUDITOR:
NOTED that Mr R Andrew Lane of the Firm Danby Bland Provan, has indicated his willingness to continue in his role as the Company Auditor and that his remuneration shall be fixed by the Board.
The President indicated that no advice has been received of any other business that may be lawfully brought forward for discussion.
The President then thanked all present for their attendance and formally declared the 39th Annual General Meeting of the Foundation to be closed at 8.50pm.
SIGNED AS A TRUE AND CORRECT RECORD
……………………………………………..…................ CHAIRMAN 28/11/2011
Immediately upon the formal closure of the 39th Annual General Meeting, the President expressed his gratitude to: • The Royal South Yarra Lawn Tennis Club for allowing us the use of its superb facilities and for the supper that will be served shortly for our enjoyment; and he • Invited members willing to make time available for service at our Membership Booth during the 2011 Australian Open to register their interest by contacting Judy Pullyblank by phone at the ADCTF Secretariat without delay; and • Announced that supper will be preceded by our “mystery” guest speaker. He then welcomed past Vice-President of the Foundation and respected tennis commentator, Allan Stone, to formally introduce former Australian Davis Cup Team Member, Scott Draper, as our Mystery Guest this evening. Supper was served at 9.25pm