PLANS for greyhound racings introduction at
Cronulla Park at Logan are going ahead smoothly.
GQL Director Paul Felgate and general manager
Darren Beavis have been busily involved in the
process of putting together the plans with engineers
(SKM) and architects (ML Design).
A draft concept site plan of Stage 1 has been
developed and our architects are striving to include
the two racetrack design and first stage grandstand
within our budget, said Beavis. (The plan is pictured
above.)
We have been given a approximate time line
Approximate
Time Line
October
Schematic Design (feasibility)
December
Development Application
Lodgement (DA)
March 2010
Approved DA
Documentation proceeding
June
Construction Tender
Construction starts at Cronulla
Park (depending on DA approval &
completion of above scheduled tasks)
(at right) which our engineers and architects are
confident can be met, but obviously this all depends
on Councils etc over which we have no control,
said Beavis.
We are hopeful of having the two tracks built
in Stage 1, but if our budget does not stretch this
far, our priority is to build the one-turn track first.
The Stage 2 of development, when further funds
become available, will include a second floor of the
grandstand and the second racetrack.
GQL will continue to update licensees regarding
the Cronulla Park project as it continues to fruition

I couldnt copy the Draft Concept Site Plan, however if they cannot construct this site within the 10 mil, something is wrong.

17
Powers and duties of the directors
17.1
Directors to manage the Company
The management of the Company is the responsibility of the Board and the Board may exercise all powers of the Company as are not, by the Corporations Act or by this Constitution, required to be exercised by the Company in general meeting.
17.2
Specific powers of Directors
(a)
The Board may make procedures and policies that are not inconsistent with the Constitution, the Racing Act and the Corporations Act for the general management and running of the Company.
(b)
The Board may make the Rules and related policies for the purpose of managing the racing of greyhounds in Queensland and for the purpose of carrying out any of the functions or powers conferred on the Company by the Racing Act.
(c)
The Board may exercise any power conferred on the Company by the Racing Act.
(d)
The Board may exercise all the powers of the Company to borrow money and to mortgage or charge its property or any part of it, and to issue debentures and other securities whether outright or as security for any debt, liability, or obligation of the Company.

How much clearer can GQL constitution be. One point raised by their solicitor re defamation is my comments on web sites as to how GQL directors disregard their own constitution, and that they KNOW what they are doing contravenes the act, and that meetings are conducted illegally. I also stated they wont hold general meetings. Now their solicitor states my opinions and comments on this are refering to the board acting in bad faith and bad character. What does he mean by this i wonder as it is FACT. We may just be calling on class A members to demand copies of the motion from the meeting to pass these letters. The point i am making here is one they seek defamation over, and that is they are not holding general meetings as per their constitution and corporations act. Now why would i and others be liable for errors of someone elses making. A judge would laugh at this and tell them to wake up.
Maybe i should post the complete letter here for comment.

Dan I really don't want to see you get in any deeper than you are but what you are stating is not true, have you heard directly from any A Class member's mouth that they are being denied access to general meetings as per the Constitution? If they have told you this they are telling you porkies just to stir trouble.

It sounds to me like someone is filling you with propaganda and unfortunately leaving you to face the consequences. I know you are very passionate about the industry Dan and one of the few prepared to voice your concerns but you must decipher fact from fiction before you post or you will continue to take the fall for others and I for one don't want to see that.

The Corporations Act 2001 requires that a company director or other officer exercise their powers and discharge their duties with care and diligence. This duty is subject to a business judgment rule that requires a director making a business judgment to:

make the judgment in good faith and for a proper purpose;
not to have a material personal interest in the subject matter of the judgment;
inform themselves about the subject matter of the judgment to the extent they reasonably believe to be appropriate;
rationally believe that the judgment is in the best interests of the corporation.
In addition, directors and other officers of companies must exercise their powers and discharge their duties in good faith in the best interests of the corporation and for a proper purpose. They are prohibited from improperly using their position to gain an advantage for themselves or someone else or to cause detriment to the corporation and are prohibited from using information obtained as a consequence of their role with the company to gain an advantage for themselves or someone else or to cause detriment to the corporation. These last two provisions also apply to employees of the company. All of the provisions give rise to civil obligations. They are also civil penalty provisions. In a case where a court determines that a civil penalty provision has been contravened, it must make a declaration to that effect and may order the person pay the Commonwealth a pecuniary penalty of up to $200,000 and may order the person compensate the company for any loss as a result of the contravention. The court may also disqualify the person from managing corporations for a period the court considers appropriate.

The Corporations Act 2001 also sets out criminal offences where a director or other officer acts recklessly or is intentionally dishonestly in their failure to exercise their powers and discharge their duties in good faith and in the best interests of the company or for a proper person. Similarly, criminal offences are created where a person recklessly or intentionally dishonestly misuses their position or information they have gained through their position with the company.

Directors have a duty to make full and frank disclosure of information within their knowledge to enable shareholders to make properly informed judgments on any matter.

I have tried to explain that decisions of the nature you refer to are made at Directors Meetings and Class A Members do not have a right to attend and vote.

Do you understand the difference between General Meetings and Directors Meetings and the business to be conducted at each?

Do you understand that they are not being denied their right to attend General Meetings, it is up to them to ask for a General Meeting to be held where they can raise the concerns of those they represent.

And decisions like the ones you cited are made at Directors Meetings not General Meetings, Class A Members do not vote at Directors Meetings.

So do you now understand the difference between Dirtector Meetings and General Meetings and the business carried out at each?

Totally on track here lol.

17
Powers and duties of the directors
17.1
Directors to manage the Company
The management of the Company is the responsibility of the Board and the Board may exercise all powers of the Company as are not, by the Corporations Act or by this Constitution, required to be exercised by the Company in general meeting.

17.2
Specific powers of Directors
(a)
The Board may make procedures and policies that are not inconsistent with the Constitution, the Racing Act and the Corporations Act for the general management and running of the Company.
(b)
The Board may make the Rules and related policies for the purpose of managing the racing of greyhounds in Queensland and for the purpose of carrying out any of the functions or powers conferred on the Company by the Racing Act.
(c)
The Board may exercise any power conferred on the Company by the Racing Act.
(d)
The Board may exercise all the powers of the Company to borrow money and to mortgage or charge its property or any part of it, and to issue debentures and other securities whether outright or as security for any debt, liability, or obligation of the Company.

18
Proceedings of the board
18.1
Directors meetings
The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A Director may at any time, and the Secretary must, on the requisition of a Director, summon a meeting of the Board.

17 Powers and duties of the directors

17.1 Directors to manage the Company
The management of the Company is the responsibility of the Board and the Board may exercise all powers of the Company as are not, by the Corporations Act or by this Constitution, required to be exercised by the Company in general meeting.

17.Specific powers of Directors

(a) The Board may make procedures and policies that are not inconsistent with the Constitution, the Racing Act and the Corporations Act for the general management and running of the Company.

(b) The Board may make the Rules and related policies for the purpose of managing the racing of greyhounds in Queensland and for the purpose of carrying out any of the functions or powers conferred on the Company by the Racing Act.

(c) The Board may exercise any power conferred on the Company by the Racing Act.

(d) The Board may exercise all the powers of the Company to borrow money and to mortgage or charge its property or any part of it, and to issue debentures and other securities whether outright or as security for any debt, liability, or obligation of the Company.

18 Proceedings of the board

18.Directors' meetings

The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A Director may at any time, and the Secretary must, on the requisition of a Director, summon a meeting of the Board.

What bit don't you understand? What does this have to do with Class A Members?

And I don't understand how you want me to interpret your previous post, it all seems pretty clear to me, so which part do you want interpreted? And what has it got to do with Class A Members rights to attend General Meetings and to vote on Board decisions?

Going round in circles Dan.

Do you really understand the role of the board, or just what you have been told and as you usually put it, hearsay.

How you work that out is rather odd.
The powers of the directors is quite plain, they meet to handle the affairs and running of the company and to exercise the powers of the company. Who is this company Sue, who forms this company.
I have already posted what powers the board has, yet you obviously cannot understand that. So puting it simply, Policies are put in place for the better management, the board has to make sure these policies are adhered to. These policies relate to matters racing, welfare, licensing, clubs etc.
For the board to carry out any powers of the company, it has to be received by the company first. That is class members vote for an outcome. The board cannot act on a decision if the company has not exercised its right, other than the powers delegated to the board through policies. Now deregistering the Gold Coasts licence does not come under policies but the powers of the company controling the industry. Policies should be in place for decisions that may be made by stewards, for the control body, in relation to the way in which races may be held and, generally, decision-making by the control body, so the fol may come under this policy, though would still be a decision of the company. The controling body is not GRA anymore, it is a company made up of members. Keeping records and staff aware of their duties are other policies the board has to adhere to. The board has so much to do other than take control of members and their rights.
As to board meetings
18.3
Questions decided by majority
Subject to this Constitution, questions arising at any meeting of the Board will be decided by a majority of votes, and a determination by a majority of the members of the Board is a determination of the Board
This relates to decisions within managing the company, re policies, paying the power bill or any other matter with managing this company. Rule 10 of the GQL constitution clearly outlines a general meeting of the company and the voting procedure. There is not one thing in the constitution, racing act or corporation act giving the board power over the company, however they can exercise the powers of the company. The company is not the board as i have stated previously.
Read 18. Directors meeting once again. FOR THE DISPATCH OF BUSINESS. They are not there to make decisions for or on behalf of the company, but to carry out same.

The dfference between a directors meeting and a company meeting of members is clear.

The powers of the directors is quite plain, they meet to handle the affairs and running of the company and to exercise the powers of the company.

Agreed.

Who is this company Sue, who forms this company.

Greyhounds Queensland Limited (ACN 128 067 247) (the Company)

I have already posted what powers the board has, yet you obviously cannot understand that. So putting it simply,
Policies are put in place for the better management, the board has to make sure these policies are adhered to. These policies relate to matters racing, welfare, licensing, clubs etc.

Agreed, but policies are only a part of the Board's duties.

For the board to carry out any powers of the company, it has to be received by the company first. That is class members vote for an outcome. The board cannot act on a decision if the company has not exercised its right, other than the powers delegated to the board through policies. Now deregistering the Gold Coasts licence does not come under policies but the powers of the company controling the industry. Policies should be in place for decisions that may be made by stewards, for the control body, in relation to the way in which races may be held and, generally, decision-making by the control body, so the fol may come under this policy, though would still be a decision of the company. The controling body is not GRA anymore, it is a company made up of members. Keeping records and staff aware of their duties are other policies the board has to adhere to. The board has so much to do other than take control of members and their rights.

Dan it's too much to post on here but the Board does have to make those decisions without consulting the Class A Members. You'll have to read the Racing Act 2002 Part 3 Division 1 - Function and powers of control bodies, and you'll also have to read the Transitional provisions for Racing Amendment Act 2008 which will explain a lot more.

As to board meetings
18.3
Questions decided by majority
Subject to this Constitution, questions arising at any meeting of the Board will be decided by a majority of votes, and a determination by a majority of the members of the Board is a determination of the Board

Agreed but noting that Class A Members are not members of the Board so do not vote at Board Meetings.

Rule 10 of the GQL constitution clearly outlines a general meeting of the company and the voting procedure.

Agreed but there are only certain matters that can be voted on at a General Meeting:-

a motion to remove a Class A Member;
a motion to increase the remuneration of Directors;
a resolution to amend the Constitution;
the election or removal of Directors;
a resolution to increase the Directors remuneration.

There is not one thing in the constitution, racing act or corporation act giving the board power over the company, however they can exercise the powers of the company. The company is not the board as i have stated previously.
Read 18. Directors meeting once again. FOR THE DISPATCH OF BUSINESS. They are not there to make decisions for or on behalf of the company, but to carry out same.

Again read the Transitional provisions for Racing Amendment Act 2008 and you may think differently.

The difference between a directors meeting and a company meeting of members is clear.

There is no such thing as a company meeting of members, there are only Directors Meetings attended by Directors of the Company and General Meetings attended by Class A and Class B Members.

Sue, part 3 division 1 refers to the control body and not the board.
Same as your transitional provisions. Former = GRA, new = GQL.
As it says in provisions - New control bodies are legal successor of former boards.
We now have a company and not a board as the control body.

As to board meetings
18.3
Questions decided by majority
Subject to this Constitution, questions arising at any meeting of the Board will be decided by a majority of votes, and a determination by a majority of the members of the Board is a determination of the Board

Where did i say they are entitled to vote at a board meeting. I was refering to the board meeting to conduct their business, which is to handle the affairs of the company, GQL.

Agreed but there are only certain matters that can be voted on at a General Meeting:-

a motion to remove a Class A Member;
a motion to increase the remuneration of Directors;
a resolution to amend the Constitution;
the election or removal of Directors;
a resolution to increase the Directors remuneration

Well Sue, this is where it is wrong. If the rep from North Qld moved a motion for a resolution and his fellow reps agreed not to close McKay, then that resolution wouldve been tabled under rule 11.3 (b) (ii). And both voting rights apply. Their involvement as member representatives having authority are being withheld. I believe you are refering to class A and or B voting rights.

Is that clear.

There is no such thing as a company meeting of members, there are only Directors Meetings attended by Directors of the Company and General Meetings attended by Class A and Class B Members.

The company meets for the annual general meeting and general meetings, or is supposed to.

ps, im not argueing either, just wondering why i am accused of defamation when questioning the operation of GQL and their meetings with little or no member participation.