Tourism Noosa Limited ACN 097 924 199
On behalf of the Board of Tourism Noosa Limited ACN 097 924 199 (Company), notice is given that the 2024 Annual General Meeting (AGM) will be held at:
Location: Noosa Springs Golf and Spa Resort, Plantation Rooms 2 & 3, Links Drive, Noosa Heads
Date: Thursday, 28 November 2024
Time: 2.30pm Registration / 3pm Start (Australian Eastern Standard Time)
It may not be possible to respond to all questions raised during the AGM. Members are therefore encouraged to submit questions in advance of the AGM by submitting them by email to the Company Secretary, Karon Rogers (karon@tourismnoosa.com.au), by Tuesday, 26 November 2024.
If you are unable to attend the AGM to vote, the Board encourages you to lodge your votes by proxy.
Financial Reports
To receive the financial reports of the Company, the Directors’ report and the Auditor’s report for the financial year ended 30 June 2024.
Resolution 1 - Appointment of Auditor
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
1. ‘That HLB Mann Judd, of Level 15/66 Eagle St, Brisbane City QLD be appointed as auditor of the Company for the 2024/25 financial year.’
Resolution 2 – Approval of Chair fees FY23/24
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
2. ‘That in accordance with rule 43.3 of the Constitution, the Members approve of the payment of fees of $27,152.32 (inclusive of superannuation) to the Chair for their work as Chair during the financial year ending 30 June 2024.’
Resolution 3 – Approval of fees FY24/25
To consider and, if thought fit, pass the following resolution as an ordinary resolution:
3. ‘That no fees are to be paid to a Director for their work as Director during the financial year ending 30 June 2025, and that no fees are to be paid to the Chair for their work as Chair during the financial year ending 30 June 2025.’
Dated 4 November 2024
By order of the board
Karon Rogers
Company Secretary
Notes
(a) A Member who is entitled to attend and cast a vote at the meeting is entitled to appoint a proxy.
(b) The proxy need not be a Member. However, in accordance with rule 9.2(e) of the Constitution, where a Standard Member has more than one business and has taken out a separate Membership for each such business, the Standard Member will still only be entitled to exercise one (1) vote at any General Meeting, irrespective of how many different businesses or Memberships the Standard Member has.
(c) If you wish to appoint a proxy and are entitled to do so, then complete and return the attached proxy form.
(d) A corporation may elect to appoint a representative in accordance with the Corporations Act 2001 (Cth) in which case the Company will require written proof of the representative’s appointment which must be lodged with or presented to the Company before the meeting.
(e) If you have any queries on how to cast your votes, then please call the Company Secretary Karon Rogers on 0415 712 517 during business hours.
This Explanatory Memorandum forms part of, and should be read in conjunction with, the notice of Annual General Meeting of the Company to be held at Noosa Springs Golf Resort and Spa, Plantation Rooms 2 & 3, Links Drive, Noosa Heads on Thursday, 28 November 2024 at 3.00pm (AEST).
The Explanatory Memorandum is intended to provide Members with sufficient information to assess the merits of the Resolutions contained in the accompanying notice of Annual General Meeting of the Company.
Financial Reports
(a) ask questions and make comments on the Annual Report; and
(b) ask the Auditor questions about the conduct of the audit and the content of the Auditor’s Report.
Resolution 1 - Appointment of Auditor
HLB Mann Judd (HLB) have extensive experience in auditing not-for-profit organisations within the tourism sector. Voted as Number 1 for client service eight times in the Client Choice Awards in recent years, HLB is a long-established advisory and accounting firm with significant experience in auditing, business advisory and tax consulting services.
The Directors unanimously recommend Members vote in favour of appointing HLB as auditor of the Company.
Resolution 2 – Approval of Chair fees FY23/24
Rule 43 of the Constitution outlines how Directors may be remunerated. Under rule 57 of the Constitution, the Chair must be a Director. Under rule 43.1 of the Constitution, the Company may pay a Director for their services as a Director. Under rule 43.2 of the Constitution, the amount of any payment to the Chair may be determined by the Board in its discretion. Under rule 43.3 of the Constitution, all payments made to the Chair under rule 43.2 of the Constitution must be approved by the Company in a general meeting.
On 22 June 2023, the Board determined that remuneration of $27,152.32 (inclusive of superannuation) be provided to the Chair for their services as Chair, during the financial year 2024. This remuneration was paid to the Chair progressively throughout the year concluding on 30 June 2024.
The Board seeks the Member’s approval for this payment, pursuant to rule 43.3 of the Constitution.
Directors (with the Chair abstaining) unanimously recommend Members vote in favour of approving the payment of fees of $27,152.32 (inclusive of superannuation) to the Chair.
Resolution 3 – Approval of fees FY24/25
Under rule 43.3 of the Constitution, the Board wishes to notify the Members in advance regarding fees that may be paid to Directors in the upcoming financial year ending 30 June 2025.
The Board has reviewed the payment of fees to Directors and proposed that no fees be paid to a Director for their work as Director during the financial year ending 30 June 2025, and that no fees be paid to the Chair for their work as Chair during the financial year ending 30 June 2025.
While no fees are to be paid to a Director or the Chair in the year ending 30 June 2025, the Board wishes to include the approval of Director and Chair fees for the upcoming financial year as a standing resolution at each annual general meeting, in order to:
Directors unanimously recommend Members vote in favour of approving the resolution that no fees are to be paid to a Director or the Chair during the financial year ending 30 June 2025.
PROXY FORM & INSTRUCTIONS FOR COMPLETION
TOURISM NOOSA ANNUAL REPORT 2023-24
MINUTES OF TOURISM NOOSA AGM 2023
A Tourism Noosa members' networking night will be held immediately after the AGM - a separate RSVP will be available soon.
A YEAR IN TOURISM 2023-24
