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St John Ambulance Australia (NSW) MINUTES OF THE 131st ANNUAL GENERAL MEETING
Held via Zoom
On Tuesday, 17 May 2022 at 6.00pm
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1. OPENING
At 6.00pm, Sean McGuinness (The Chair) welcomed the attendees and confirmed that voting will be conducted through a show of hands counted by the Moderator, Leonie Smith (EA)
The Chair noted the documents pertaining to the meeting which were circulated to Members ahead of the meeting via email including: -
• The Notice of the Meeting and Agenda
• Minutes of the 130th AGM held on 20 May 2021
• Minutes of the General Meeting of Members held on 10 February 2022
• 2021 St John Ambulance Australia (NSW) Financial Statements
• Ordinary Resolution No. 1 Appointment of Auditor
• Special Resolution No. 1 New Constitution
• St John Ambulance Australia (NSW) Constitution with markup
• St John Ambulance Australia (NSW) Constitution clean
• Proxy Form
• 2021 St John Ambulance Australia (NSW) Impact Report and the Year in Review
The Chair welcomed attendees and noted that the meeting was being held online in accordance with ASIC and ACNC regulatory guidance.
The Chair advised that a quorum was present and declared the meeting open.
The Chair began with an Acknowledgement to Country
The Chair acknowledged the Members present, those guests in attendance and asked the CEO to acknowledge apologies received.
2. PRESENT VIA ZOOM
Sean McGuinness (Chair), Scott McDonald (Deputy Chair), Ilan Lowbeer (Commissioner), Coretta Bessi (Director), Sue Campbell-Lloyd (Director), Mick Campbell (Director), Stephen Woodhill (Director), Joanne Muller (NSW State Council President), Sarah Lance (CEO), Damien Spence (CFO), Peter Bouhalis, Rebecca Skeete, Andrew Sitaramayya, Marian Casey, Elliot Williams, Kathleen Miller, Matthew Glozier, Cheryl Langdon-Orr, Dane Smale, Frazer Shepherd, Tricia Spencer, Warren Philip-Clarke, John Clary, Rob Lang, Rhonda-Lee Hutchings, Helen Banu-Lawrence, Debbie Nilsson, Sven Nilsson, Hoshang Parekh, Geoffrey Ticehurst, Bryan Kempton, Keith Avery, Guy Chapman, Isabelle Moutia, John Ward, Virginia Kubik, Peter Cameron, Joanne Diacopoulos, Vincent Koc, Mark Hutchings, Udbhav Singla, Simon Frost, Jodie Jordan, Amarpreet Kaur, Martin Thomas, Malcom Little, Greg Edmonds, Sydney Hyett, Rhonda Sneddon, Liam Bruton, Lydia Sharpin, James Chandler, Samar Ahsan, Grant Whitten, John Hay, Paul Mackinder, Kerrie Hall, Debbie Benham (58)
In Attendance Via Zoom
Katie Bruce (Company Auditor, HLB Mann Judd), Ms Leonie Smith (EA). (2)
Apologies
Michael John Bridger-Darling, Benjamin McClure, Tony Lawrence, Anthony O'Reilly, Pela O'Reilly, John McClement, Liz Eckermann, Steve Karger, Rus Wesslink, Rolf Schafer, Joan Ward, David Czerkies, Charlotte Cassell, Helen Harris, Paul Houghton, Michelle McIvor, Cheryl Lynch, Caroline Manalo, Christopher O'Donnell, Justin Tyra, Lyn Luu, Joan Kyriazis, Marisa Pirto, Arjay Raca, Terrill Steele, Maria Venettacci, Lynn Howlett, Tym Norman, Barry Metz, Richard Wessen, Gavin Purse, Salman Mustafa, Jasmin Craufurd-Hill, Helen Chant, Leanne Batey, Andrew North, Andrew Gallagher, David Cloran, James Garden, John Comyns, Damien Rodgers, Jason Mayo, Milan Stenek, Malcolm Knight, Betty Huang, Blake Edgecombe, Penelope Little, Jason Lacson, Neil Macfarlane, Trevor Mayhew, Haoyang Cai, Jason Wu, Breanna Gunning, Mark Sawszak, Meher Tarapore, Vanessa Lorford-Mills, Jason Bendall, Sandra haring, Ben Scott, Colin Lott, Sylvia Chan (61)
3. WELCOME TO MEMBERS
The Chair introduced his fellow Board Directors and the Executive Team present. The Chair welcomed State Councillors and Members of St John Ambulance Australia (NSW) (St John or the Company) to the 131st Annual General Meeting
The Chair also welcomed Ms Katie Bruce, Manager at HLB Mann Judd, the Company’s auditor, to answer any questions with respect to the auditor’s report and the conduct of the audit.
The Chair noted the format of the meeting was set out in the agenda and included the Notice of Meeting and the Financial Statements for the Company that were distributed to Members prior to the meeting on 21 April 2022 The Chair requested that with the permission of Members present that the Notice of Meeting would be taken as read.
4. ANNUAL GENERAL MEETING MINUTES OF 20 MAY 2021
The Chair tabled the Meeting Minutes of the 130th Annual General Meeting of the Company held on 20 May 2021 which had been tabled at a meeting of the Board on 10 April 2022.
Motion
That the minutes of the 130th Annual General Meeting held on 20 May 2021 be adopted as an accurate record of the meeting.
Moved
By The Chair
Seconded
Geoffrey Ticehurst
The Chair invited any Members to raise any queries or questions regarding the minutes.
There were no queries or questions.
The motion was submitted to a vote and was CARRIED unanimously on a show of hands.
5. GENERAL MEETING OF MEMBERS MINUTES OF 10 FEBRUARY 2022
The Chair tabled the Meeting Minutes of the General Meeting of Members of the Company held on 10 February 2022 which had been tabled at a meeting of the Board on 10 April 2022.
Motion
That the minutes of the General Meeting of Members of the Company held on 10 February 2022 be adopted as an accurate record of the meeting.
Moved
By The Chair
SECONDED
Helen Banu-Lawrence
The Chair invited any Members to raise any queries or questions regarding the minutes.
There were no queries or questions.
The motion was submitted to a vote and was CARRIED unanimously on a show of hands.
6. ANNUAL FINANCIAL STATEMENTS
The Chair noted the Financial Statements of the Company and its controlled entity for the year ended 31 December 2021, together with the accompanying Auditors’ Report and Independence Declaration as required under the Australian Charities and Not-for-profits Commission Act 2012, were previously distributed to Members.
Prior to the meeting, one question was received from a Member with respect to the Financial Statements from Guy Chapman:
1. The financial statement lists a property at Granville. This is incorrect - that property was never owned by St John. It is a council property - and in fact St John has not used that property now for several years
The Chair noted that the CFO had advised that the error in Note 12 had been identified after the Financial Statements were signed and would be corrected in the 2022 Financial Statements
The error in the disclosure note has no impact on the 2021 Financial Statements as the building is recorded in the Financial Statements at nil value.
The Chair opened the forum to allow Members to raise any questions or queries on the Financial Statements.
There were no further queries or questions.
Motion
That the Financial Statements for the year ended 31 December 2021 be adopted.
Moved
By The Chair
SECONDED
Debbie Benham
The motion was submitted to a vote and was CARRIED unanimously on a show of hands.
7. APPOINTMENT OF AUDITOR (Ordinary Resolution No. 1)
The Chair tabled the matter of the Appointment of the Auditor of St John Ambulance Australia (NSW) (Ordinary Resolution No. 1) and noted that an overview of the Auditor selection progress was included in the Explanatory Statement distributed to Members on 21 April 2022.
The Chair advised members that subsequent to the distribution of the AGM Notice, consent has been received from ASIC by the Company for HLB Mann Judd to resign as Auditor of the Company at this Annual General Meeting and all other regulatory requirements have been met.
The Chair opened the forum to allow Members to raise any questions or queries on the resolution.
There were no queries or questions.
Motion
For the purposes of section 327B(1) of the Corporations Act and for all other purposes, KPMG of Level 38 Tower 3, 300 Barangaroo Avenue Sydney NSW 2000, having been nominated by a member and consented in writing to act as auditor of the Company, be appointed as auditor of the Company, with effect from the close of the meeting
Moved
By the Chair
Seconded Syd Hyett
The motion was submitted to a vote and was CARRIED unanimously as an ordinary resolution on a show of hands.
The Chair thanked HLB Mann Judd for their service as Auditors of the Company and welcomed KPMG.
8. ADOPTION OF A NEW CONSTITUTION OF ST JOHN AMBULANCE AUSTRALIA (NSW) (Special Resolution No. 1)
The Chair tabled the matter of the adoption of a new Constitution of St John Ambulance Australia (NSW) (Special Resolution No. 1) and noted that an overview of the constitutional review process was included in the Explanatory Statement distributed to Members on 21 April 2022 together with clean and marked up copies of the Constitution
The Chair noted that the proposed Constitution was endorsed unanimously by Members of the NSW State Council on 10 March 2022
The Chair opened the forum to allow Members to raise any questions or queries on the special resolution.
There were no queries or questions.
Motion
That the members of the Company approve and adopt the revised constitution as circulated with the notice of meeting in substitution for, and to the exclusion of, the existing constitution of the Company
Moved By the Chair
Seconded
John Ward
The motion was submitted to a vote and was CARRIED unanimously as a special resolution on a show of hands.
9. YEAR IN REVIEW
The CEO noted that through COVID-19, floods and other crises, the need for our organisation remains greater than it has ever been, 2021 truly was a turning point for St John NSW. We learnt that by embracing our strengths, we could accelerate innovation and rapid change when we needed it most.
The CEO noted the introduction of one of the first fully online first aid courses in the country, allowing people to continue accessing first aid skills even when is isolation and our early adoption of the provision of rapid antigen testing products and services helping organisations keep their staff safe as 2 examples of St John NSW innovating to support our communities in 2021
The CEO noted the work of members as the COVID-19 pandemic continued, covering 1,000 shifts a month in January, to 6,500 shifts in March and over 11,500 shifts per month by September 2021. The emergence of the Omicron variant presented the health system with new challenges and through it all St John NSW was there. The CEO noted the significant role played by St John NSW in enabling the COVID-19 vaccination roll-out in NSW with our people trained as marshals, administrators and vaccinators and encouraged members to look back on the role our organisation played in this critical time in history with immense pride.
The CEO thanked the Chair and Commissioner for their leadership, advice and support, the Board for their constant support, and the Executive Team and Deputy Commissioners, whose passion and dedication has helped shape St John NSW for the future. The CEO thanked volunteers and staff who have worked tirelessly to support communities across the State
The Chair noted that despite the impact the COVID-19 pandemic, our organisation made significant progress on the 4 key pillars of our 2025 Strategic Plan – Capability, Knowledge, Safety and Access
The Chair noted that the growth achieved in recent years has enabled a more resilient organisation with the ability to further respond to crisis events which have impacted our communities over the past 2 years, while also continuing to deliver core lifesaving services.
The Chair noted the achievement of a financial surplus of $3.554 million for 2021, following the surplus of $4.412M recorded in 2020, which continues to be reinvested into enabling our organisation to deliver on our social purposes.
The Chair recognised the incredible work of the Board, Executive Team and Deputy Commissioners, and the dedicated staff and selfless volunteers.
10. GENERAL BUSINESS
The Chair noted that Members were requested to provide questions for the meeting prior to Tuesday 3 May 2022. No questions were received prior to this date.
3 questions were received from a Member after the due date which are currently being reviewed and responded to by the management team and will be reviewed by the Board in due course.
The Chair opened the forum to allow Members to raise any matters of general business, questions or queries.
There were no queries or questions.
11. CLOSE
The Chair thanked everyone for taking the time to join the meeting, and with no further business, declared the 131st Annual General Meeting closed at 6.28pm
Certified As Correct
CONFIRMED at AGM
Chair: Chair:
Date: Date:
