Previous Council Report from 18 October 2010

RECOMMENDATION

(a) That Council notes the draft Constitution for Parramasala Ltd and the minor amendments proposed relating to appointment to Council Directors.

(b) That Council agrees to become a Member of Parramasala Ltd.

(c) That Council appoints three Directors of Parramasala Ltd being the Lord Mayor for the time, another Councillor and the Chief Executive Officer for the time.

(d) That Council endorse the nomination of Alternate Directors of Parramasala Ltd for both the Lord Mayor and Councillor.

BACKGROUND

1. At the Council meeting of 2 June 2010, Council considered a report on the development of Parramasala Ltd, the Company formed to take operating responsibility for the Parramasala Festival.

2. The proposed governance structure recognised Events NSW and Parramatta City Council as members of the Company limited by guarantee and proposed that both members appoint three Directors to form the Board along with an independent Director.

3. The prior approval of the Minister for Local Government is required before Council could participate in the forming of the Company and this approval had not been received when Council last considered this matter.

4. As Council was unable to proceed in the absence of the Minister’s consent and event preparation had reached a critical stage, formation of the company proceeded without Council’s membership. In the interim, Council nominated Councillor J Chedid and Councillor P Maitra to attend Parramasala Board meetings as observers and resolved to work with Events NSW to revise the membership and directorships of the Company to align with what was originally proposed after the Minister’s consent is to hand.

5. Council also delegated to the Chief Executive Officer authority to negotiate and enter into a binding sponsorship agreement for Parramasala in terms of the existing Memorandum of Understanding between Events NSW and Council.

ISSUES/OPTIONS/CONSEQUENCES

6. Council has subsequently been advised by the Minister that, in view of the circumstances, no consent was required and that Council’s “objectives could be met by acquiring a [non-majority] interest in the corporation already formed”. Attachment 1

7. The Constitution of the Company has been reviewed and, with minor amendments, is considered to be appropriate.

8. It is proposed that the Constitution be amended to appropriately define the directorships of Parramasala Ltd to include:

a. Lord Mayor for the time being,

b. the CEO of Parramatta City Council for the time being, and

c. a Councillor of Parramatta City Council.

9. It is further proposed that provision is made for Council to nominate Alternate Directors to attend and participate in Company Board meetings as outlined in the Constitution.

10. Council’s Legal Counsel, Mr Maurice Doria, has assisted in the preparation of the proposed Constitution and advises that with Event NSW’s agreement to the above amendments, it is now appropriate for Council to become a Member of Parramasala Ltd.

11. Mr Doria has also assisted with the preparation of a Sponsorship Agreement that reflects the existing Memorandum of Understanding and it is expected that the final document will be executed in the first week of October.

12. Earlier this month, a memorandum was circulated to Councillors outlining key Parramasala 2010 events. Council activities being prepared to complement the Festival include community dance and performance programs, enhanced city decorations and a special LOOP bus service to support dining in Harris Park during “Parramasala Nights”.

FINANCIAL IMPLICATION FOR COUNCIL

13. The Sponsorship Agreement formalises the commitment made by Council in the Memorandum of Understanding and subsequently included in Council’s Delivery Plan. It also includes provisions for the repayment to Council of costs incurred on behalf of Parramasala prior to the formation of the Company. The Sponsorship Agreement and Constitution contain no other provisions with financial implications for Council.

Rebecca Grasso

Manager City Culture Tourism and Recreation