Here is a transcript of the first part of the PWC meeting
Transcript- PWC Meeting- 14 Aug2017 – Part 1
Present Dave Cuthbert PYC Craig Millar PYC Hilton Kidger DSBC Sean Lavery DSBC Cuane Hall DUC Geoff Phillips DUC Travis Barkers Attorneys
Kidger: … because, not because he works for Barkers, because that’s what he does at Barkers now and again, okay, and he’s produced some very good minutes. In the interest of persons, be it myself or be it anybody else. I don’t want to take the minutes because there’s always been a question mark about the minutes. Hall: Hilton, it’s not a question of whether we can have someone here to take the minutes or not. Travis is taking the minutes of the meeting. Kidger: Okay. Hall: Okay, sorry to do that. I’d like to call this meeting to order. We have a quorum. All six directors representing the three clubs on the board of the PWC are here. Can I please ask you to switch all the recording devices off. Millar: No. Cuthbert: We insist. No, they’re going to stay on. Millar: No, we will not be… will not be…. Hall Switch your recording devices off. Cuthbert: No, we won’t. Millar: We will not be continuing with this meeting without the recordings. Hall: That’s up to you. Millar Fine. Hall: If you wish to leave the meeting. Millar Good. Then we’ll record them. Hall: You may leave the meeting but… Cuthbert: No, we don’t wish to leave the meeting, Mr. Chairman, we just wish to record it. Hall: The recording devices need to be switched off. Cuthbert: I’m sorry, but they won’t. Hall: Travis will record the meeting… the minutes of the meeting. Millar: No, they won’t, sorry. Hall: And we can have a transcript of those, or his recording when, if you request it, it’s not a problem. Millar No. Cuthbert: No. Hall: So, you’re actually coming here as hostile directors. Cuthbert: No. Hall: Yes, you are. Millar No, we’re not coming here as hostile directors. Hall: Because the chairman has just asked you to switch off recording devices. Millar: We might say the same about you. Well, you’re not being fair. Hall: And you’ve refused. Cuthbert: You’re not being fair. Millar: You’re not being fair and you… and you’re breaking a precedent. Hall: That’s fine. Cuthbert: This is a constituted meeting. Hall: Okay. This meeting is not to order. The agenda for this meeting… is as follows: To discuss and amend the agreement and sign the lease agreements tendered by DPDC. To discuss and amend, if necessary, mandate given to directors of PWC board by the members of the three clubs and sign the PWC permanent lease tendered by the DPDC. That is the order of business for today. We have the minutes of the previous meetings, if you wouldn’t mind handing those out thanks Millar: Thanks. Hall: These minutes you can take away for the next meeting. So we won’t ask you to go through them and comment on them at this stage, because we’re here for the purpose of signing… Kidger: xxxx Hall: Signing or not signing the leases, okay. Right. Millar: All right. On a point of order before we continue, we need to go through a few things, please, chairman, thank you. First of all we’d like to table a letter which was sent through this morning and basically it is from the members of the Durban Ski Boat Club who have said, in fact… Hall: I’m sorry… Millar: No, can you listen. You need to hear me out, please. Hall: I’m not going to hear you out, because… Millar Here is the letter, and it says… Cuthbert: Mr. Chairman, with all due respect… Hall: I’m not going to hear you out… Millar: You cannot just overrun somebody in a meeting. Hall: This meeting is not to discuss. Millar: This meeting is about Kidger: signing the lease. Hall: I am not listening about the ski Boat objecting to anything. Millar: This is a very important meeting, affecting the future of the clubs and you will listen. Hall: I am not interested. Cuthbert: We are, Mr. Chairman, we are very interested. Hall: It doesn’t matter. Cuthbert: It does matter. Hall: That’s not the business of this meeting. Cuthbert: You are not an autocratic dictator for this meeting. Hall: Okay. All right. What we are going to do, is I’m going to call for a … a vote please. Millar: No, you cannot call for the vote without… Hall: I can call for a vote. Millar: You cannot call for the vote. It’s not on the agenda. Cuthbert: It’s not on the agenda. Millar: You cannot call for the vote. Hall: I will call for a vote. You two, you can either stay or go. Millar: All right. You need to know… you need to know these things, gentlemen, and it is important because it is in your own interest to understand this, and perhaps turn your phone off. Hall: I am not interested in anyone to have to say, Craig. Millar: First of all, will you please… Cuthbert: Mr. Chairman, so why are we here then? Hall: I have no idea why you’re here. You’re supposed to be here with a mandate from your members to vote to either sign the leases, or not to sign the leases Millar: No, you’re supposed to be here… Cuthbert: Can you please give us a…. Hall: That’s what we’re doing. Millar: You’re supposed to be here as the chairman of a committee… Hall: I’m gonna call for a vote at this moment. Millar: You cannot vote on this. You cannot vote on this and you will be held responsible. Should it… the following…. Should…. Hall: That’s fine. I’ll be held responsible. Millar: Every one of you stand. Hall: Gentlemen, I’m going to call for a vote. Millar: You’re risking your… Hall: To sign the temporary leases. Millar: Your careers and your futures on this. You need to know this. Hall: All people willing to sign the leases please vote now. Millar: The consequences of singing for these things will be critical for you, from Hall: Hilton, I vote we sign the leases Cuthbert: Mr. Chair, Millar: You can be Cuthbert: Mr. Chairman. Hall: Hilton. Millar: This is a business, there are directors…. Hall: Votes please. Millar: And those directors must be heard to speak. You cannot hold a meeting and then not allow the directors to speak. Hall: Are you voting for or against? Millar: You cannot. You cannot. You will be held responsible for this at the end of the day. This is a company. Hall: I’m asking for a majority vote. Millar: And a company has directors. You cannot ask for a majority vote and not listen to people that have something to say at the meeting. We have things to put across here before you make this very important decision. Very important decision that affects lots of people. Hall: This meeting is not for you to continue your agenda of disruptions. This meeting. Millar: No, it is not about disruption. Cuthbert: We are not disrupting the meeting. Hall: This meeting is here for the specific purpose of either signing or not signing the leases. Millar: No. No. Millar: You need to consider… Cuthbert: Mr. Chairman. Hall: That’s what this meeting is about. Cuthbert: Why do you not want to hear us. Hall: You have an agenda. Millar: Yes, you seem to have an agenda. Hall: I’ve heard it all in the press. Millar: All four of you have an agenda. Cuthbert: I don’t care whether you’ve heard it in the press or otherwise, Mr. Chairman. Hall: I’m not going to sit here and debate this. Millar: No, you won’t, will you. Hall: No. Millar: Because it’s not… Hall: I will not. Cuthbert: It’s not in your makeup to do that, Mr. Chairman. Hall: I will not debate this with you. Cuthbert: No you won’t will you Millar: We ask for all the directors here to disclose any interest, financial or otherwise, which they or members of their family may hold, directly or through a corporate entity in the matters to be discussed at this meeting, as required by Section 75(5) of the Companies Act 71 of 2008. If you have any interest, you need to declare it now, because in any interest in the outcome of this vote, if you stand to gain in any way from the outcome of this vote, Hall: Oh here we go again Millar: you need to declare this. Hall: …..more of the same bullshit. Millar: You need to declare this. Hall: You can actually minute that. same Bullshit that Craig Miller has been spreading on national TV and YouTube. Millar: Okay. Request all directors, we need you to table all communications that you have had. Hall: Right …… Ja. Cuthbert: Mr Chairman you seem to be getting upset aren’t you…… Because it obviously Rankles Hall: Because…. Because you’re a dick. Cuthbert: No, be… I beg your pardon. Millar: A dick? Cuthbert: Would you please record that. Travis, Philips: Simmer Down Cuthbert: will you please record that. I’ve been accused of being a dick. Millar: The Honorary Life Vice President of PYC Kidger: You got away lightly Hall: Right. Cuthbert: I don’t care whether I have got away lightly or not. This insult is actually offensive. Hall: This is… Millar: Alright…So, the meeting. Hall: This meeting is not going to be destroyed and disrupted. Millar: No, we’re going to talk about the important stuff. Hall: By these two people. Now, I’m telling you right now, we’ve called this meeting to call a vote. Millar: Well, you can’t have that vote. Hall: You guys. Millar: You cannot have that vote. Here is a letter. Hall: You cannot tell us what’s legal and what’s not legal, Craig. Cuthbert: Yes, we can. Millar: As a director, I’m afraid you are, whether you like it or not, the law does apply. These are letters from Cox Yeats reminding you of why you can’t have this meeting. Cuthbert: You can’t just steamroll and over rule all this. Millar: It’s a letter written to you on the 6th of July 2017. [Sound of papers being torn] Hall tore up the Cox Yeats letter that was tabled. Millar: That is what you do with the law……….. that’s what you do with your members. Hall: This is you lawyer, this is not the law, Sir. Millar: Yes. Hall: That’s still going to be tested. Thank you. Millar: Right, so, I’d like to note that the letter was torn up and thrown back at us. Hall: Are we going to…. Millar: The letter from Cox Yeats. Hall: Are we going to vote on this or not? Philips: Cuane, I don’t believe you can. Hall: Why can’t we. Philips: The whole thing has turned into a side show Hall: They’ve got, obviously got no vote, so that’s fine. Millar: Drawn to the attention. Hall: They can vote yes or no. That’s what they’re here for. Millar: Failure to comply with the following has extremely serious consequences. Directors who fail to do so can be liable, both civilly and criminally. Hall: If you don’t mind listening for a moment, please. Cuthbert: Would you mind listening, Mr. Chairman. Hall: Yes I would Millar: See Section 77, 214, 215 and 218 of the Companies Act. Millar: If you’re to go ahead with this, you in your personal capacities can be liable civilly and criminally, time in jail, for the decisions that can be made here that will reflect forever. You best please pay attention. Hall: Do not forget that the same thing applies to yourselves, Mr. Millar. Millar: I point out that this smatter is not urgent. This matter is not urgent. Hall: You may be held liable personally for what you’re doing to your members at the PYC. Millar: Correct. I’m happier to do that. Hall: Do you have a mandate to be sitting here today. Millar: Yes, we do. Hall: From the Gencom, may I see it, please. Millar: Yes, we do. Hall: May I see it. Millar: Well, where is yours? Where’s yours? Hall: And your mandate from your members. Millar: Where is yours. Where is yours, please, can you table it. Cuthbert: Will you table it, please. Millar: Can you table it, please. Hall: So what you’re saying is you don’t have a mandate. Millar: No, that’s what you’re saying. Cuthbert: We do. Hall: Okay. Millar: It’s the way you speak, Cuane. We all have a mandate to be here. Hall: No you have no mandate Millar: Some of us don’t have a mandate to vote on this action, though. Philips: Can we just have take a caucus please……..go out and have a chat. Hall: Sure. Cuthbert: Craig, I think carry on. Philips: because we aren’t going any further here Millar: All right. So, this matter that you’re wanting to vote on is not urgent. The matter is not urgent. Hall: This is not a meeting for Mr. Millar to call out all his rhetoric from PYC as well as all the lawyers letters. That actually are….. Millar: There is no urgency to move into the new clubhouse. The new club housed is not even built and yet we are making a decision in a hurry to sign leases that will relieve us of our rights under the 2008 agreement. Why are we rushing to sign this agreement? We don’t even have a place to go to. What is there that is causing… causing this rush, gents? What is there? Cuthbert: What is the rush, Mr. Chairman? Millar: That the four of you have that you know that is causing us to rush into signing these leases? We need to know this. Hall: Gentlemen, I would like to take a vote Millar: Further, the DPDC is bound by the conditions of the Environmental Authorization granted to it in terms of Condition 3.4, whereof the development can only go ahead if and when the DPDC accommodates the water sports clubs as per the agreements signed to date. Hall: Travis, will you please minute that Craig Millar and Dave Cuthbert have denied all requests… Millar: It follows therefore that the DPDC has to comply with the terms of the MOA and cannot evict the clubs from the present clubs without doing so. Hall: By the chairman. Millar: You mean you haven’t shouted at us loud enough to over… Hall: To behave in the manner according to this meeting. They are also not here …. Millar: You cannot take… have this meeting because… Hall: To, to, to, to try. Millar: Because the arbitrating is still…. Hall: The arbitration which they have going on at the moment. Millar: This arbitration is still happening. Hall: We are not here to do any of that. We are not here to point out what is lawful and what is not lawful. Millar: Yes, you are. It is… Hall: You are here solely, as two directors on the board of PWC, please mandate that. Millar: It is your opinion. Hall: Because that is going forward to the arbitrator. Cuthbert: Mr. Chairman, we are all sitting around here Hall: Gentlemen Millar: The arbitration… Hall: Shall we discuss something else, because…. Cuthbert: Mr. Chairman, we are all sitting around here as directors of the PWC. DUC and DSBC Directors: (Talking between themselves in the background) Cuthbert: We all have a fiduciary responsibility to act within the Companies Act. Lavery: Can we have a ten minute recess and have a caucus. Millar: Yes Sure. unknown: Thank you. Kidger: Come on let’s go H ... See MoreSee Less
Alan HeathCraig and Mr Cuthbert, well done, there are so many members from the Durban Ski Boat Base that are behind you, they are only sending emails to selected members, there are so many of us that are not informed by emails, they must be taken to task by the law.
Here is the recording of the PWC meeting held yesterday. You will hear the "PYC directors" attempting to raise the issues that affect the vote to sign the leases and the Chairman Cuane Hall telling them that he is "not interested in what they have to say". Those that believe that sitting around the table to resolve the issues is the solution should listen to the recording.
Vincent NelSooner rather than later someone needs to probe what is in it for the four gents in question... Most people probably think as I do that money has changed hands here... Why else forsake your club and fellow club members.