SPECIAL MEETING

Bryan Martin Racing Syndicates: Delta, Shannon, Delray, Ajax, Rivette

25th July 2014

Purpose of meeting – To pass a special resolution under Clause 12 of Racing Victoria’s Syndicate Agreement (p21 of “Racing Victoria – Register a Syndicate – to a maximum of 20 members”) to provide for consistency of decision making across the five syndicates which will be managed by Bryan Martin on behalf of the members of the five syndicates.  The syndicates are registered with Racing Victoria.  These syndicates will own, lease and race thoroughbred horses.

Meeting opened 7:05pm

Present:

  • Patricia Blencowe, Jackie Keats and Colin McKnight of Delta Syndicate;
  • Jim Bainbridge, Ken Cook, Margaret Lees, Jacqueline Lees, Robert Sbaraglia and Ian Swan of Shannon Syndicate;
  • Wendy Carter, Norm Harris, Joanne Marretta and Stan Sandford of Delray Syndicate;
  • Ray Dean, Jillian Dean, Nicholas Matteo and Stewart Ward of Ajax Syndicate;
  • John Coghlan, Fay Gulluzzo, Ken Leckie, Brenda Main, Loretta Pound, Doug Romberg, Suzanne Walsh and Leila Winchcombe of Rivette Syndicate; and
  • Bryan Martin Manager of all five syndicates.

Apologies – Ted Hannon and Tony Iacono of Shannon Syndicate; Des O’Shea of Ajax Syndicate; Vicki Carter and John Cleland of Delta Syndicate; David Coe of Rivette Syndicate.

Earlier apologies: Michael Drennan of Ajax Syndicate, Peter Cook of Delta Syndicate, Mark Titford of Ajax Syndicate, Robert Summers of Ajax Syndicate, Garry Charman of Delray Syndicate, Paul Melis of Rivette Syndicate, Karen Thomas of Delray Syndicate, Michael Stubbings of Rivette Syndicate, Helen Attwood of Delray Syndicate,  Darren Moulder of Delray Syndicate, Daniel and Hilary Grant of Delray Syndicate, Lois Jacka of Shannon Syndicate

Quorum – Bryan Martin Chairperson advised that proxies had been received from 17 members of Delta Syndicate, 17 members from Shannon Syndicate, 19 members of Delray Syndicate, 17 members of Ajax Syndicate and 15 members of Rivette Syndicate.  These proxies plus the members present as detailed above constituted quorums for all five syndicates as required by Clause 1(h) of Racing Victoria’s Syndicate Agreement.

The Special Resolution to be considered by all five syndicates had been circulated on 15/7/14 along with the notice of meeting.  This resolution was read to the meeting by Bryan Martin.

“That:

1. Bryan Martin (Bryan) will provide management services to maximize the bargaining position of all the syndicates and the returns to all syndicate members and, as such, decisions and actions carried out in providing the services will apply equally to all five syndicates.  In this regard the five syndicates will share equally:

  • Ownership and leases of various racehorses from time to time.
    • Costs and expenses related to the training, racing, spelling and management of these horses.
    • Any and all prize money.
    • The proceeds from the sale of horses sold or otherwise disposed of.

2. The structure and activities of the syndicates including the horses, trainers and members are set out in the attachment {“Five Racing Syndicates registered with Racing Victoria and managed by Bryan Martin”}.  These horses, trainers and members may change from time to time.  This material includes the budget which sets out details of the fees to be paid to Bryan for providing the services.  Bryan is being paid a fee for service only plus expenses and is not an employee of any of the syndicates.  He is also entitled to one share in each syndicate.

3. The five syndicates are governed by the terms and conditions of Racing Victoria’s Syndicate Agreement (p21 of “Racing Victoria – Register a Syndicate – to a maximum of 20 members”) with the following exceptions:

  1. The syndicates have been established to operate for two years.  Subject to agreement and the payment of additional fees, these syndicates may continue beyond this period.
    1. Fees – membership fees for the first two years will be paid in three installments:
  • Installment 1: $650 to be paid in full by 1st  June 2014
  • Installment 2: $360 to be paid in full 31st October 2014
  • Installment 3: $690 to be paid in full by 30th June 2015
  • An additional installment may be required if exceptional costs are incurred.
  1. Any prize money will be distributed quarterly.
  2.  Bryan will have the exclusive power to make decisions regarding buying, insuring, gelding, appointing ,directing and changing trainers and selling or otherwise disposing of any horses owned or leased by the syndicates and any decisions related to their racing activities.  He is hereby authorized to sign any documents behalf of each syndicate to formalize those decisions.
  3. Bryan will establish a single bank account into which will be paid all receipts of the syndicates and out of which will be paid all outgoings including all expenses necessarily incurred in carrying out the services for all five syndicates.  The account will be in the name of Bryan Martin and Bryan will be the sole signatory thereto.
  4. Any general or special resolutions of each syndicate must be endorsed by all five syndicates.  In the event of any disagreement Bryan is hereby vested with authority to make the decision on behalf of each syndicate.
  5. Any member wishing to sell their share(s) must inform Bryan and initially offer their share(s) to the other members of their syndicate and only then to new or other members who have signed this agreement.”

Delta Syndicate – Moved Bryan Martin, Seconded Patricia Blencowe that the special resolution be adopted.  The motion was put and on the basis of the agreement of the syndicate members present plus the 17 proxies received in agreement the motion was carried.

Shannon Syndicate – Moved Bryan Martin, Seconded Jim Bainbridge that the special resolution be adopted. The motion was put and the basis of the agreement of syndicate members present plus the 17 proxies received in agreement the motion was carried.

Delray Syndicate – Moved Bryan Martin, Seconded Norm Harris that the special resolution be adopted. The motion was put and the basis of the agreement of syndicate members present plus the 19 proxies received in agreement the motion was carried.

Ajax Syndicate – Moved Bryan Martin, Seconded Nicholas Matteo that the special resolution be adopted. The motion was put and the basis of the agreement of syndicate members present plus the 17 proxies received in agreement the motion was carried.

Rivette Syndicate – Moved Bryan Martin, Seconded Ken Leckie that the special resolution be adopted. The motion was put and the basis of the agreement of syndicate members present plus the 15 proxies received in agreement the motion was carried.

Meeting closed – 7:40pm