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TOM(the other Molloy)

Racing Club Members beware

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As the AGM season gets underway guys the NZTR is flexing its muscles re these constitutional changes I spoke about a few months ago

the is the latest circular

NZTR CIRCULAR 2015/16 – No.29

 

TO EACH TOTALISATOR CLUB AND SECTOR ORGANISATION

 

INTERIM FUNDING POLICY 2016/2017 Season CLAUSE 14 – Governance/Audit Compliance Annual Funding

 

As per the Interim Funding Policy for the 2016/2017 season, clubs need to follow the procedures and submit the required documents as detailed in clause 14 (copied below) by 31 December 2016.

 

If all the required procedures are not followed and the documentation is not received by 31 December 2016 then the $10,000 governance/audit compliance annual funding will not be paid.

 

NZTR has also increased the Governance Funding by $2,000 on a one off basis to assist clubs with the cost on ensuring their Club Rules (club constitution) comply with the pending amendments to the Incorporated Societies Act 1908 and other legislative and regulatory changes (like Health and Safety  reforms).  Clubs will have the option to adopt the new Club Rules (club constitution) at their Fy16 or FY17 AGM and will receive the $2,000 in the year they are adopted. Two sets of Club Rule templates have been developed, one for major clubs and one for community clubs and have been previously circulated.

 

For those clubs that are intending to present the new Club Rules to their FY16 AGM a copy of these Club Rules must be sent to NZTR in advance of the AGM for signoff.

 

Consistent with clubs’ obligations as incorporated societies, each club which amends its Rules must provide a copy of the amended Rules to the Registrar of Incorporated Societies, together with a certificate by an officer of the club, or a solicitor, which certifies that the amendment has been made in accordance with the club’s Rules.

 

Once confirmation that clubs have followed the correct procedures and all the required documents have been received by NZTR and the NZRB, NZTR will arrange for the $10,000 payment to be made and if the new Club Rules are adopted at the club’s FY16 AGM the $2,000 payment will also be made once the amended Rules have been registered by the Registrar of Incorporated Societies as set out above.

 

Confirmation that the correct procedures have been followed and copies of the required documents need to be sent to NZTR and the NZRB.

 

Contact details at NZTR are:

Katie Chapman

Email:       katie.chapman@nzracing.co.nz

Mobile:   027 511 3152

 

Contact details at the NZRB are:

Wendy Walker

Email:       wendy.walker@nzracingboard.co.nz

Mobile:   027 525 4867

 

14.       Governance/audit compliance annual funding

The governance/audit compliance funding stream is a single annual payment made to each club with a minimum of one licence scheduled in the 2016/2017 Calendar.

In addition, NZTR has added to this funding by $2,000 on a one-off basis to assist clubs with the cost of ensuring their Club Rules (club constitution) comply with the pending amendments to the Incorporated Societies Act 1908 and other legislative and regulatory changes (like Health and Safety reforms). Clubs will have the option to adopt new Club Rules (club constitution) at their FY16 or FY17 AGMs and will only receive the $2,000 payment once.

Consistent with clubs’ obligation as incorporated societies, each club which amends its Rules must provide a copy of the amended Rules to the Register of Incorporated Societies, together with a certificate by an officer of the club, or a solicitor, which certifies that the amendment has been made in accordance with the clubs’ Rules. Two sets of Club Rule templates have been developed, one for major clubs and one for community clubs and have been previously sent out with the Club Circulars 12 and 13 in February 2016.

The full governance/audit compliance funding payment is dependent on clubs meeting the following conditions:

§    All clubs must hold an AGM and submit a copy of the club’s audited set of financial statements in accordance with Generally Accepted Accounting Principles (GAAP) in New Zealand, annual report, approved minutes of their previous AGM and draft minutes of the most recent AGM to the NZRB and to NZTR by 31 December following the end of the club’s financial year.

§    The financial statements must be in the form and using accounting standards as prescribed by the NZRB. The standards that must be applied are the appropriate Public Benefit Entity Accounting Standards (PBE Standards) applicable for not-for-profit entities.

§    Clubs must file their financial statements with the Incorporated Societies Registrar after they have been submitted to and approved by the members of the committee at the AGM. The deadline for filing is the end of the month after the AGM.

§    As prescribed in the NZRB Betting Licence and as part of the audit of the club’s financial statements, the club must also undertake a class 4 gaming audit whether or not the club has received gaming grants, including the auditor completing the schedule of Racing Club Class 4 Gaming Grant Receipts in the template provided by the NZRB. The class 4 gaming audit must take place at the same time as the club’s accounts are audited. A copy of the class 4 gaming audit and gaming grant receipts template must be submitted to the NZRB and to NZTR by 31 December following the end of the club’s financial year.

§    Clubs must use a currently registered, independent and fully qualified auditor to undertake their financial and class 4 gaming audit.

§    The auditor of the financial statements must be a qualified auditor under the meaning of the Financial Reporting Act 2013.

§    The audit must be completed in accordance with the New Zealand Auditing Standards.

§    Clubs must complete and return to NZTR the race meeting profit and loss template within six weeks of receiving the template from NZTR for each race meeting held by that club.

§    All clubs must complete the liability insurance declaration and club earthquake assessment status report document sent to clubs by NZTR on a six-monthly basis and return the completed documents by the stipulated return date. The club must confirm to NZTR if they know of or are aware of any notifiable events that may trigger a claim against the various racing club group liability policies held by NZTR, including updates on previously advised notifiable events and advise NZTR of any change in status of the Local Council/Regional Council requirements around earthquake prone building assessment.

§    Adoption of the appropriate NZTR provided template for Club Rules at your club’s FY16 or FY17 AGM ($2,000 additional).

Once confirmation that clubs have followed the correct procedures and all documents have been received by NZTR and the NZRB, NZTR will arrange for the $10,000 payment to be made and if the Club Rules are adopted at the club’s Fy16 AGM the $2,000 payment will be made once the amended Rules have been registered by the Registrar of Incorporated Societies.   


If clubs require any assistance with any of the matters noted above please contact Karen Larsen on (04) 576 6260 or karen.larsen@nzracing.co.nz.

 

Kind regards

 

Campbell Moncur

Deputy Chief Executive

 

 

 

Office of New Zealand Thoroughbred Racing

106-110 Jackson Street, Petone, Wellington 5012

Tel: +64 4 576 6240, Fax: +64 4 568 8866

office@nzracing.co.nz

nzracing.co.nz

 

Now insofar as I am aware there are no significant changes coming up to the Incorporated Societies Act (certainly none I have heard about)so be aware this is a blatant attempt by NZTR to take effective control of Club's assets in the event that they fold(which it strikes me is highly likely given the lack of enthusiasm for the game at present).  If you do not adopt their little set of rules (including giving the power to NZTR as to where the assets of a club are disbursed in that windup scenario) you will not get your $2000

I urge club members to get out there and stand tall to stop this devious attempt to steal the community assets which most racing club property represents. 

 

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1 hour ago, Leggy said:

I wonder how many will (rightly) tell them to get stuffed. This is blatant bullying and coercion.

Very few I imagine really Leggy. If it hadn't been for me knowing immediately what these devious bastards would be up to our Club would have just adopted the model as suggested.  And it ended in a scrap with our Secretary who insisted we had no choice.  I have tangled with NZTR plenty of times in the past and I know they are full of shiite.

The bottom line is 99% of members will just roll with the punches and just do what the CEO tells them they have to.  And effectively sign away (potentially) millions of dollars to Wellington.  Given their record I would not rely on them to exhibit good stewardship of the hard earned assets

Please Pease please cafers do all you can to stop these wankers and their deceit

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34 minutes ago, bloke said:

Under The Incorporated Societies Act each Club sets its own rules. They should not be set by the decree of a National Body such as NZTR.

I would suggest that Clubs seek legal asistance to tell NZTR to get stuffed.

 

 

I agree but then (as someone said to me the other day) NZTR will rush to Bell Gully and blow a fair few more thousand dollars worth of industry funds trying to find out what their next step is. 

Who ends up winning - bloody lawyers!

Speaking of which I might ask Race Cafers with a legal bent if any of them have heard of an overhaul of the Incorporated Societies Act?  the Chrtities Act got a good doing over a few years back but I certainly have never heard of plans to update the Incorporated Societies equivalent.

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7 hours ago, TOM(the other Molloy) said:

Speaking of which I might ask Race Cafers with a legal bent if any of them have heard of an overhaul of the Incorporated Societies Act?  the Chrtities Act got a good doing over a few years back but I certainly have never heard of plans to update the Incorporated Societies equivalent.

http://www.mbie.govt.nz/info-services/business/business-law/incorporated-societies/incorporated-societies-bill-exposure-draft

The silly thing is that submissions just closed on the exposure draft (June  30). Why would a club want to expend resources to amend its constitution to comply with a Bill that won't be in final form nor introduced to parliament until  2017? The liquidation asset disposal requirement aside, they have surely got the cart before the horse here?

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3 hours ago, Leggy said:

http://www.mbie.govt.nz/info-services/business/business-law/incorporated-societies/incorporated-societies-bill-exposure-draft

The silly thing is that submissions just closed on the exposure draft (June  30). Why would a club want to expend resources to amend its constitution to comply with a Bill that won't be in final form nor introduced to parliament until  2017? The liquidation asset disposal requirement aside, they have surely got the cart before the horse here?

Nothings changed then Leggy?

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5 hours ago, Leggy said:

http://www.mbie.govt.nz/info-services/business/business-law/incorporated-societies/incorporated-societies-bill-exposure-draft

The silly thing is that submissions just closed on the exposure draft (June  30). Why would a club want to expend resources to amend its constitution to comply with a Bill that won't be in final form nor introduced to parliament until  2017? The liquidation asset disposal requirement aside, they have surely got the cart before the horse here?

Well there was ALWAYS an overriding requirement in the Act that no member receive a pecuniary benefit either during the life of the Society/Club or at the time of its dissolution.

And I will be very surprised it that has changed.  If there were major upheavals in the wording and meaning of the proposed Act I am sure the Accountants Institute would have been warning us.

No no Biff I think you can be sure nothing significant will have changed 

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as long as your rules are compliant with the ISA, then your rules are fine. as far as i can see NZTR are providing a template of rules that are compliant with the ISA. on the dissolution the proceeds are to be disposed of in accordance with s27 of the Racing Act in a manner that the Club determines ? whats the issue with that ?

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56 minutes ago, Palmy Panther said:

as long as your rules are compliant with the ISA, then your rules are fine. as far as i can see NZTR are providing a template of rules that are compliant with the ISA. on the dissolution the proceeds are to be disposed of in accordance with s27 of the Racing Act in a manner that the Club determines ? whats the issue with that ?

Don't like to be paranoid but maybe because it's common knowledge that a large percentage of clubs have been entering into secret relationships with NZTR over the IP issues, and various members of club executive teams have been guests on overseas junkets with NZTR, in other words the clubs are badly compromised and have lost their independence from NZTR so you'd never be sure any club would do the "right thing" by its members, so why risk it ?

I understand you have a "special" relationship with head office PP but you shouldn't let that get in the way of good common sense and a reasonable presumption of malfaesance from head office because any sane person knows that lot in Petine are very, very guilty until proven innocent.

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2 hours ago, Leggy said:

Yes, it's mainly about being more specific about Board member duties and responsibilities being in line with that of corporate directors.

In fact I think it is more to the point of updating the 1908 Act which (as all those 1908 Acts were) was an inherited Act from the UK on NZ's independence from the empire(ie the NZ Parliament just adopted a heap of the British laws to save having to rush through a million new laws of their own).

The duty of Board members has always been to act for the benefit of the Club/Society so I do not see how that would change significantly.

In your case Palmy Panther where have you been all your life?  These guys (NZRB and NZTR) have a proven track record of wasting money and industry resources over decades - letting them get access to the silverware upon a Club dissolution would merely be financing more junkets and more blowing the cash on half wit schemes and salary increases.

You quote  '...dissolution the proceeds are to be disposed of in accordance with s27 of the Racing Act in a manner that the Club determines' .  NZTR are trying to insist on having control as to what the Cub determines(read NZTR will insist that the majority if not all funds go into their pockets to do what they wish with).

f the NZTR - those assets belong to the Communities not to NZTR 

 

Edited by TOM(the other Molloy)
grammatical error

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2 hours ago, Palmy Panther said:

 on the dissolution the proceeds are to be disposed of in accordance with s27 of the Racing Act in a manner that the Club determines ?

Is that the wording in the templates? Or are you twisting words?

s 27 says " in the manner that the club, with the approval of the racing code with which it is registered, determines. "

Big difference.

If it's the latter, I certainly wonder whether that would be consider a "reasonable" direction by NZTR, and whether it falls within the parameters of natural justice. I know Bell Gully wasn't convinced a few years back.

Seems to me though, if a club changes their constitution to be in accordance with s27, then the black type above might apply. Not required for the club to do so under ISA as you say, and the Racing Act can't override other legislation, so would be nuts for any club to accede to that. Not sure why NZTR has now tried to coerce clubs into doing so.

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not twisting words Leggy, it does say with NZTR approval, so its consistent with the racing act. what i was trying to say is that its the Club that determines where the proceeds go, not NZTR - well thats how i read it anyhow, i stand to be corrected but i would of thought that the Club makes the call and that has to be approved by NZTR.

as an aside, if a club has in its rules that the members decides where the proceeds go and has no mention of NZTR/ approval from the regulatory body/racing code, does the Racing Act override those rules ?

FYI TOM - i dont disagree with you regarding NZTR/NZRB wasting money, i was merely stating my view on the wording of the dissolution section of the templates

 

 

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29 minutes ago, Palmy Panther said:

not twisting words Leggy, it does say with NZTR approval, so its consistent with the racing act. what i was trying to say is that its the Club that determines where the proceeds go, not NZTR - well thats how i read it anyhow, i stand to be corrected but i would of thought that the Club makes the call and that has to be approved by NZTR.

as an aside, if a club has in its rules that the members decides where the proceeds go and has no mention of NZTR/ approval from the regulatory body/racing code, does the Racing Act override those rules ?

FYI TOM - i dont disagree with you regarding NZTR/NZRB wasting money, i was merely stating my view on the wording of the dissolution section of the templates

 

 

If it has to be approved by NZTR then the club surely ain't making the rules as they are entitled under the ISA. I doubt that the Racing Act could override the club constitution and the ISA, but NZTR seems to be requiring clubs to include in their constitution such an override, with financial penalties if they don't. Do you see it differently somehow?

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The Act is very clear, the club sets its own rules. NZTR has no power under The Act to have any influence. This is not the first time NZTR has tried to override an act of Parliament with one of its rules.

 

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Campbell was the addressee of the 2009 opinion from Bell Gully on this matter. Interesting that it has arisen again, despite that. It said as follows:

MEMORANDUM
CAMPBELL MONCUR
24 APRIL 2009

Such an approach is not without risk. The question of whether the provisions of NZTR’s Constitution enable NZTR to make a direction of this nature is a matter of judgement. It is likely that a racing club may challenge NZTR’s power and right to do so, and it is possible that a Court could take the view that:
 NZTR, in giving such a direction, is not acting reasonably; or
 on a narrow reading of clause 11(2)(g), NZTR’s direction is not within the scope of that power.
There is also a risk that the manner in which NZTR exercises any such power or gives any such direction, and the process it follows in developing its policy, exercising its power or giving a direction could be challenged on grounds of natural justice.

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1 hour ago, Leggy said:

Campbell was the addressee of the 2009 opinion from Bell Gully on this matter. Interesting that it has arisen again, despite that. It said as follows:

MEMORANDUM
CAMPBELL MONCUR
24 APRIL 2009

Such an approach is not without risk. The question of whether the provisions of NZTR’s Constitution enable NZTR to make a direction of this nature is a matter of judgement. It is likely that a racing club may challenge NZTR’s power and right to do so, and it is possible that a Court could take the view that:
 NZTR, in giving such a direction, is not acting reasonably; or
 on a narrow reading of clause 11(2)(g), NZTR’s direction is not within the scope of that power.
There is also a risk that the manner in which NZTR exercises any such power or gives any such direction, and the process it follows in developing its policy, exercising its power or giving a direction could be challenged on grounds of natural justice.

This is disgraceful.They have been advised by a top law firm that it is highly questionable whether they have the power to interfere and still they try their luck.  

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Many thanks to Mr Molloy for bringing this to our attention.

I have heard that NZTR are concerned with governance at some clubs.  Then to show their concern they write, as shown above

"Clubs must file their financial statements with the Incorporated Societies Registrar after they have been submitted to and approved by the members of the committee at the AGM."

If NZTR had a slight inkling of good governance they would know that the financial statements are firstly approved by the members of the committee, THEN the financial statements are submitted by the committee to the AGM where they will be, hopefully, approved by the members of the club at that AGM.  Then, and it has been in the Incorporated Societies Act since Lord knows when, the financial statements must be filed with the Registrar of Incorporated Societies.

You do not need to spend tens of thousands of dollars at Snake Gully to learn such simplistic administration skills.

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2 hours ago, Tauhei Notts said:

Many thanks to Mr Molloy for bringing this to our attention.

I have heard that NZTR are concerned with governance at some clubs.  Then to show their concern they write, as shown above

"Clubs must file their financial statements with the Incorporated Societies Registrar after they have been submitted to and approved by the members of the committee at the AGM."

If NZTR had a slight inkling of good governance they would know that the financial statements are firstly approved by the members of the committee, THEN the financial statements are submitted by the committee to the AGM where they will be, hopefully, approved by the members of the club at that AGM.  Then, and it has been in the Incorporated Societies Act since Lord knows when, the financial statements must be filed with the Registrar of Incorporated Societies.

You do not need to spend tens of thousands of dollars at Snake Gully to learn such simplistic administration skills.

Exactly Mr Notts.  Clubs (and ALL Incorporated Societies) have always been required to file their financial statements with the Registrar of Incorporated Societies.

I don't need Campbell bloody Moncur to tell me or my Club that.  Does he think we are bloody thick?

As for NZTR being 'concerned at the governance of some Clubs' well I know a bloody lot of clubs that are concerned at the governance of NZTR.

I am actually feeling nostalgic for the days of Alan Fenwick and Murray Acklin(and God knows I never thought I would be saying that!)

 

 

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