minutes special meeting of council 23rd january 2009...shire of mount magnet minutes special meeting...

Shire of Mount Magnet Minutes Special Meeting of Council 23rd January 2009

MINUTES

SPECIAL MEETING OF COUNCIL

23 JANUARY 2009

Shire of Mount Magnet Minutes Special Meeting of Council 23rd January 2009

SHIRE OF MOUNT MAGNET Minutes of Special Meeting of Council

23 January 2009

TABLE OF CONTENTS

1 DECLARATION OF OPENING / ANNOUNCEMENT OF VISITORS ............ 1 2 RECORD OF ATTENDANCE / APOLOGIES / APPROVED LEAVE OF ABSENCE ............................................................................................................ 1 3 PUBLIC QUESTION TIME .................................................................................... 1 4 AGENDA ITEMS

4.1 Tender for Loader ......................................................................................... 2 4.2 Recreation Centre .......................................................................................... 5 4.3 Tourism Advisory Committee Minutes 15 January 2009 .......................... 7

4.3.1 Art Exhibition – Early 2009 ............................................................... 10

5 CLOSURE OF MEETING ..................................................................................... 19 6 CERTIFICATION BY CHAIRMAN .................................................................... 19

Shire of Mount Magnet Minutes Special Meeting of Council 23 January 2009 Page 1 of 19

SHIRE OF MOUNT MAGNET Minutes of Special Meeting of Council

23 January 2009

1 DECLARATION OF OPENING / ANNOUNCEMENT OF VISITORS The President declared the meeting open at 1.15pm

2 RECORD OF ATTENDANCE / APOLOGIES / LEAVE OF ABSENCE

ATTENDANCE President Cr Ashley Dowden Member Cr Kent Lucy

Member Cr Kevin Brand Member Cr Wendy McGorman Member Cr David Jones from 1.16pm Member Cr Greg Scott Member Cr Karen Williams Chief Executive Officer Mr David Burton

APOLOGIES Member Cr Joe O’Brien Member Cr William Henderson

Cr Jones entered the meeting at 1.16pm

3 PUBLIC QUESTION TIME Darryn McKenize: Asked what had been done about the rubbish at the end of Moses Street that was mentioned to Council several months ago as it was still there? CEO: Advised that the Owner was requested to remove the items and had until today to do so. As it had not been done, Council will be cleaning the site. Darryn McKenize: Asked if it was possible to leave the vehicle that he had put at the back of his property as a deterrent to people using it as a roadway. CEO: It will be left from the cleanup.

4 AGENDA ITEMS


4.1 Tender for Loader

File: EN-PLANT Officer: David Burton - Chief Executive Officer Amended By: Nil Disclosure of Interest: Nil Date: 12 January 2009

Application To consider the tenders received for the purchase of a new loader. Background Council currently has a Volvo L90D front end loader which is due for replacement as per the plant replacement programme. An amount of $200,000 has been allocated in the 2008/2009 budget for the replacement of this item. In December 2008, the Shire advertised for a replacement loader. The tender closed on the 9th of January 2009. Ten tenders were received. The Chief Executive Officer and the Manager of Works have gone through the details of the loaders tendered. Comment The details of the tenders are as follows: Tenderer Loader Tendered Loader Cost Trade In Changeover CostMcIntosh & Sons Case721E 277,200.00 93,500.00 183,700.00Hitachi John Deere 624KPL 276,500.00 82,500.00 194,000.00Hitachi John Deere 624KPL 273,900.00 0.00 273,900.00Clarke Equipment Doosan Loader DL250 247,983.42 99,000.00 148,983.42CJD Equipment Volvo L90F 313,500.00 121,000.00 192,500.00Westrac Equipment Cat 930H 313,456.00 106,150.00 207,306.00Westrac Equipment Cat IT38H 375,661.00 106,150.00 269,511.00Waltons JCB 426HT 225,302.00 75,020.00 150,282.00Construction Equipment Aust. JCB 436HT 266,640.00 85,800.00 180,840.00EarthWest Hyundai HL757TM-7A 280,500.00 88,000.00 192,500.00 Several key items must be considered when looking at the replacement loader. These are:

Cost, Capacity of machine, Serviceability, Resale value.

Cost All of the costs listed above include GST. As the budget changeover amount was $200,000, then when GST is added to this figure, the total amount becomes $220,000. With the exception of the Cat IT38H from Westrac Equipment, all other loaders fit within the budget expenditure.


Capacity of machine While all machines are listed as being capable of performing the tasks required by Council, there is quite a difference in the horsepower and size of the machines. Council currently has a Volvo L90D in operation. Staff are well aware of the work capacity of this machine. CJD Equipment have tendered for the same size machine, but a later model being the L90F. With this machine, we are getting the same as previous, but a newer model. The Cat 930, while about the same price as the Volvo, is a lot smaller in horsepower and bucket size. This would mean that Council would be taking a step backwards in the size of the loader. This would mean increased work and also increase stress on the machine to perform the same task that is currently being taken. With the lower horsepower, the Cat Loader is likely to require more fuel and as such would have a higher operating cost. Other loaders tendered are not known by staff. Serviceability The main loaders in rural Councils are Volvo and Cat mainly because of the service provided by Westrac Equipment and CJD Equipment. While the other tenderers are willing to journey out to the region, it is likely that this would be a special trip just for the Shire of Mount Magnet and would be costly. Westrac Equipment has a proven track record with the council and the serviceability of the plant and equipment. This has been shown with the Cat grader currently used. Westrac Equipment also has an office in Geraldton. CJD Equipment also has a proven track record with regards to serviceability. This has been shown with the current Volvo L90D. CJD have always been prepared to come to the region as other shires also use their services. The Shire of Sandstone has a Volvo L90F. If it is possible to get the major servicing of the machine done at the same time as Sandstone, it may reduce the travel costs. Resale of Vehicle While the last thing you generally think of when purchasing a new machine, is when you will be selling it, it is a major consideration. At the end of its working life with the Shire, we will need to trade this machine in for the next machine. The better the trade, the less capital expenditure in the replacement of the vehicle. While Cat machines generally return a better price than Volvo, the fact that it is a smaller machine and will likely be “more worked” than the Volvo, the Cat machine may be worth less as a trade. Summary Based on these factors, it would be prudent for council to purchase the Volvo L90F loader in favour of other machines. This loader:-

Fits within the budget; Has the capacity to do the work required by Council (same as current loader);


CJD Equipment has a proven track record for after sales service as shown with the current loader; and The Volvo is likely to have the better resale value.

Being that the Shire currently has a Volvo L90 machine, it will not take the staff any time to get used to the new machine and we can be certain of it being capable of doing the same workload as current.

Consultation Manager of Works and Services Statutory Environment Nil Policy Implications Nil Financial Implications The purchase of the Volvo L90F loader is within Councils budget allowance. Strategic Implications Nil Voting Requirements Simple Majority

OFFICER RECOMMENDATION/COUNCIL RESOLUTION

Moved: Cr Jones Seconded: Cr Brand That the CEO and Manager of Works complete the purchase of the Volvo L90F Loader from CJD Equipment as per the tender supplied. Resolution SM2009-01-01 CARRIED 7/0


Cr McGorman declared an interest in this item as her company is doing the repairs to the Recreation Centre, however the President noted that the item only referred to the fire at the centre not the repairs, therefore there was no interest to declare. 4.2 Recreation Centre

File: CP-RC Officer: David Burton - Chief Executive Officer Amended By: Nil Disclosure of Interest: Nil Date: 17 December 2008

Application To receive a report on the recent fire at the Recreation Centre Background On the 29 December 2008, the Recreation Centre was subject to an arson attack. Two wheelie bins that had been left out for rubbish collection were pushed against the change room doors and set alight. The fire then spread into the building from the change rooms. Comment On the day of the fire, I spoke to the Shire President and we agreed to shut the pool to all children aged 5 to 18 years in the hope that without the pool, someone may be willing to speak up with information about the fire. Several comments were made to staff and Councillors about this, some positive and some negative. The shutting of the pool however did manage to get some information out of the community that may have assisted the Police with their investigations. Since the fire, I have had regular contact with the Officer in Charge at the Mount Magnet Police Station. Although there were several initial leads, they have not been able to identify the person responsible for the lighting of the fire. There was a person of interest, but they have an alibi for the time of the fire. The Insurance Assessor has been in and inspected the building. I went through the building with the assessor. Most of the damage is in the roof and ceiling, however the bricks will require extensive cleaning and the carpets and blinds will need replacing as well. Currently we are chasing quotes for the repairs and the replacement of items. In order to ensure that this building is better protected, it may be worthwhile fitting an alarm system to the building. Especially if it is going to be used as a Youth Centre. This will require a telephone connection to the building as well.

Consultation Local Government Insurance Services OIC Mount Magnet Police Station.


Statutory Environment Nil Policy Implications Nil Financial Implications While the damage to the building is covered by insurance with a small excess, if Council is wanting to install additional security at the building, this will have to be funded by Council. Strategic Implications Nil Voting Requirements Simple Majority

OFFICER RECOMMENDATION That the report on the fire at the Recreation Centre be received and the CEO seek quotes for additional security at the centre. Council considered the item and agreed to look at the use of the facility while it is to be repaired.

COUNCIL RESOLUTION

Moved: Cr Brand Seconded: Cr Scott That the report on the fire at the Recreation Centre be received and the CEO seek information for additional security at the centre; and Information be presented to the February meeting for the possible future use of the facility. Resolution 2009-01-02 CARRIED 7/0


4.3 Tourism Advisory Committee Minutes 15 January 2009 INFORMATION ONLY NOT PART OF SPECIAL MEETING

SHIRE OF MOUNT MAGNET Minutes of Tourism Advisory Committee Meeting

15 January 2009 1 DECLARATION OF OPENING / ANNOUNCEMENT OF VISITORS

The Chairperson declared the meeting opened at 2.08pm and welcomed all in attendance.

2 RECORD OF ATTENDANCE / APOLOGIES / LEAVE OF ABSENCE

Presiding Member Marilyn Davies Geoff Pilkington Anne Pilkington Veronica Hamilton Cr Karen Williams Mellie Welsh

Apologies: Tarnyia Scott Ian Black Cr Kevin Brand

Cr Greg Scott Karen Morrissey Elva Ritchie

3 RESPONSE TO PREVIOUS PUBLIC QUESTIONS TAKEN ON NOTICE Nil 4 PUBLIC QUESTION TIME Nil 5 APPLICATIONS FOR LEAVE OF ABSENCE Nil 6 CONFIRMATION OF MINUTES OF PREVIOUS MEETING

M: Anne Pilkington S: Geoff Pilkington

6.1 Tourism Advisory Committee Meeting held on 11th December 2008. That the minutes of the Tourism Advisory Committee Meeting of Council held on 11th December 2008 as circulated be confirmed as a true and correct record of proceedings.

Carried 6/0


7 ANNOUNCEMENTS BY PRESIDING PERSON WITHOUT DISCUSSION Thankyou all for attending today. I enjoyed our first meeting immensely and felt that many ideas had the opportunity to be aired and discussed and I’m looking forward to walking out of this and each future meeting with the same positive feeling. For our meetings to be most productive, I would ask that only one person speak at a time and that there be no side conversations during the meeting. If you think of a point you want to raise, jot it down and I’ll do my best to make sure you get an opportunity to raise it. That way everyone will get to hear all that is said. While we need to keep to the agenda items, it is my hope that an amount of time be included for people to raise ideas that they have that will foster tourism and the tourist’s experience here in Mount Magnet. I would like to commend the CEO and staff on the amount of research they have done for the proposed Art Exhibition. It is obvious that a lot of time and thought was put into collecting the information presented to us for this meeting. Thank you David. The agenda item and other data I have collected or have been given have raised concerns in my mind as to the sustainability of this project, particularly the costs vs benefits to this community. After some research it seems that we are entering a field that we know little about (have no reputation in the art community) at the higher end of the prizes offered. ie

National Vasse Art Award $22,000 Cossark Art Awards $74,500 City of Albany Art Prize $25,000 City of Perth-Black Swan Portraiture Prize $25,000 WA Indigenous Art Award $65,000 Kimberley Art Award $15,500 Mount Magnet $12,600

All of the other centres I have mentioned represent much larger population and business bases than we have here. For the budget cost of $23,708 the budgeted revenue is only $1,750 plus sponsorship of $4000. The remainder being funded from ratepayers’ funds. At our last meeting, the point was raised that we need to improve on what tourism infrastructure we have, and it is my view that that is the best avenue for us to devote our time and energy to.

How to showcase our tourist trail to achieve maximum interest How to best showcase our town walking trail How to best showcase our town overall, for instance our

1. Main Street presentation 2. Town parks and gardens, including plantings of wildflowers 3. Town Street presentation, footpaths, street trees particularly in median

strips, a litter and graffiti free town


4. Other attractions, for example

o Museum (open to the public) o Annual celebrations on Australia Day and Anzac Day o Cinema o Race days o Shows/concerts o Market Days o Cemetery

5. How to market Mount Magnet for the best advantage If the committee and Council wish to pursue the Mount Magnet art award I will give it my full support, however I think we should ensure first that this project is really do-able and desirable. Marilyn Davies Chairperson

8 PETITIONS / DEPUTATIONS / PRESENTATIONS / SUBMISSIONS Nil 9 AGENDA ITEMS


4.3.1 Art Exhibition – Early 2009

File: CO-TOUR Officer: David Burton - Chief Executive Officer Amended By: Nil Disclosure of Interest: Nil Date: 6 December 2008

Application To consider the information for the Arts Exhibition. Background At the November Ordinary Meeting of Council, it was suggested that the Tourism Advisory Committee investigate the possibility of the Shire hosting an event early in the tourism season. April being the likely month. The suggested event was an Arts Exhibition. At the meeting of the Tourism Advisory Committee held on 11th December 2008 additional information was requested by the committee for the possibility of holding an Arts exhibition in Mount Magnet in the long weekend of May/June 2009. Comment At the request of the Committee, the staff at the Shire have researched the Art Exhibitions further and come up with the following information. Use of “Golden Outback” in the Theme. I have also been in contact with the Chief Executive Officer of Australia’s Golden Outback Tourism with regards to using the name “Golden Outback” as a theme for our Art Exhibition. He was in favour of the idea and could not see it as a problem. It would only be helping to promote the Golden Outback further. Activities on the long weekend The Community Development Officer and I have had a look at several sources of activities that are listed for our area. Thus far, we have not been able to locate any activity that will clash with the possibility of holding an Art Exhibition in Mount Magnet on the long weekend of 30th and 31st March and the 1st June. Pinjarra Rotary Club does have its Art Exhibition on the same weekend, but this should not be a problem. Nomination Fees, Prizes and Categories For nomination fees, it appears fairly common for the fee to be set at $27.50 (GST inclusive). This is the fee used for several other art exhibitions. We have looked at several sources with regards to the prize amounts and also what the categories are. These are contained in the following table:


Category Mt Magnet Morowa Kimberly Bayswater Busselton Kal-Boulder CossackOverall (acquisition) 7,000 8,000 5,000 10,000 12,000 Indigenous 1,000 1,000 1,000 1,000 5,000 Oils & Acrylics 1,000 1,000 Watercolours & Pastels 1,000 1,000 Drawings & Mixed Media 1,000 1,000 Photography 1,000 1,000 1,000 Local Artist Award 1,000 300 500 250 People's Choice 600 300 1,000 100 500 Open 1,000 Works on Canvas 1,000 1,000 Works on Paper 1,000 1,000 3 Dimensional 1,000 1,000 Youth 400 500 Young Artist 0-6 yrs 50 Young Artist 7-12 yrs 50 High Commendations x 3 500 Art Society Member 500 Curators Choice 100 Mining 1,000 WA Artist 5,000 Painting - Invited Artist 5,000 Painting - Landscape 5,000 Painting - Norwest Landscape 5,000 Painting - Contemporary 5,000 Painting - Pilbara Landscape 5,000 Painting - Emerging Aboriginal Artist 5,000 Coastal Scenes/Activities 5,000 Painting - Modern 5,000 Painting - WA Indigenous 5,000 Painting - any medium or theme 5,000 Painting/Sculpture - Students 2,000

CouncilArt Exhibition Prizes and Amounts

From speaking to the co-ordinators of the art exhibitions, the prize amount does have a big impact on the number of entries that you receive. Most of them are starting to have a major prize which is judge overall the various categories, and then a substantial amount for each separate category. The smaller the prize amounts, the less likely you are to get entrants. I have also looked at trying to get sponsors for some of the categories. Windimurra Vanadium have indicated that they are willing to sponsor the prizes for the Indigenous Arts and also Local Artist Awards. I have also approached the Midwest Development Commission for a sponsorship, but I am waiting the return of the CEO to get confirmation. In the budget I have allocated $4,000 income from sponsors. This is to allow $2,000 from Windimurra, $1,000 from Midwest Development Commission, and $1,000 from another source. Currently there is also a People’s Choice Award. It should be noted that for this to be awarded, we may have to have the function at the end of the exhibition rather than as an opening. Otherwise there would be no way of judging the peoples choice award. Insurance All artists are responsible for insuring there own works while in transit. I have contacted Councils insurers and have not yet received confirmation of the insurance costs. I have allowed $1,000 in the budget.


Entry Form I have attached a draft copy of the entry form. We have based this on several that were sent to us as examples. The entry form includes such things as:

Conditions of entry Insurance for paintings Council to Purchase winning artworks Permission for additional display of artworks Return of Artworks after exhibition GST Registration for sale of artworks Details of commission for sale of artworks (10% commission fee)

Timeline of Event Attached is a draft timeline to show what should be happening and when. This also includes the organising of the function for the Opening/Closing of the exhibition. Availability of the Geraldton Regional Art Gallery Director for the hanging and judging of the works. I have spoken to the Director of the Geraldton Gallery with regards to judging the event, and he is willing to do so. The only concern is that his contract is up in March, and while there is likely to be an extension of this, there is no guarantee that he will be there at the end of May. The judging will need to be confirmed at a later dated just before the exhibition. Possible Opening of Exhibition and Award Ceremony I have allowed for an opening function. This may be catered for by a local volunteer group in order to reduce the costs. Details can be finalised at a later date. It should be noted that if there is an opening ceremony, it will make the award of a People’s Choice award a little more difficult to judge, unless the prize is voted on by Council and perhaps member of the Tourism Advisory Committee. Draft Poster for the Event At the time if this agenda, a draft poster had not been completed. The draft will be presented at the meeting. Budget Attached is the estimate of the costs and income of the exhibition. Since this is the first, I have only allowed for 50 entries. This is very conservative, but easy to attain. I have also only allowed for $300 for commission from the sale of the paintings. Once again, this may be conservative. We have also allocated the amount of $2 as an entry fee for the event and the possibility of 100 people attending. The entry fee may be converted to a gold coin donation in the hopes of attracting more people to the exhibition, or as a cost for a printed catalogue. The entry fee may stop some people from viewing the paintings. It may also stop too many people entering the exhibition at one time. With the current budget, it is estimated that Council will have to commit the amount of $18,000 to the exhibition. This may change if more sponsors are found and pending entries and sales of artworks.


Other Items for Consideration. There are a few other minor items that will need to be considered. These are:

Security for the artworks: As the paintings will be up for the entire weekend, it may be prudent for security to be posted at the building. Once again, it is hoped that this can be voluntary with a small contribution.

Manning of hall for exhibition: In order to keep a watch on people in the gallery and also to collect the entry fees, we will need to have someone at the hall at all times. This could be done by a volunteer group fro a small contribution.

While we have tried to cover all possibilities for the preparation of this exhibition, being that it will be the first for the current administration staff, it is possible that something may have been overlooked. We have tried to get as much information as possible from the organisers of other similar events in order to minimise this possibility. Consultation John Crothers – LG Consulting Alice Kavanah – Community Development Officer Various local community members Statutory Environment Nil Policy Implications Nil Financial Implications Council has funds allocated in the budget for such an event. The current expenditure for Council is $18,000. This may be reduced if other sponsors as found. Strategic Implications This event can be an attraction for tourists if it is to be held annually. Voting Requirements Simple Majority

OFFICER RECOMMENDATION That:

1. Theme for the exhibition to be “____Golden Outback___” 2. the Art Exhibition take place on the 30th, 31st May and 1st June

2009 3. Categories and prize amount as follows:

Overall (acquisition) 7,000 Indigenous 1,000 Oils & Acrylics 1,000 Watercolours & Pastels 1,000 Drawings & Mixed Media 1,000 Local Artist Award 1,000 People's Choice 600

4. Other fees and charges as per attached budget for the exhibition.


The Committee considered the item and believed that it would be a big expense to the ratepayers for minimal return currently and were concerned that the Exhibition may be rushed if it proceeds. It considered it a more prudent action to look at the exhibition next year when greater time is allowed for preparation.

COMMITTEE RECOMMENDATION/COUNCIL RESOLUTION

Moved: Cr Scott Seconded: Cr Williams

That the Art exhibition be proposed for 2010 to allow for greater advertising and planning and that the focus of the current year be placed on presentation and enhancement of the town and current tourist attractions. Resolution 2009-01-03 Carried 7/0


DETAILS DESCRIPTION FACTOR

Sponsor expenses income1.0 Prizemoney Overall Shire $7,000.00

Indigenous Windimurra $1,000.00Oils & Acrylics Shire $1,000.00Watercolours & Pastels Shire $1,000.00Drawings & Mixed Media Shire $1,000.00PhotographyLocal Artist Award Windimurra $1,000.00People's Choice Shire $600.00Open

$12,600.00Sponsors $4,000.00

2.0 Exhibitors entry fee 25ea (GST Exclusive) 25x50 $1,250.00

3.0 Sales commissions sales commission on art 10% 3,000.00 $300.00

4.0 Promotion Design of entry forms/brochures ShireDesign of poster shireProduction costs of print materials poster/entry forms/

catalogue$500.00

4 x adds in Geraldton Guardian $720.00

5.0 Judge's expenses Travel - Geraldton to Perth $250.00Fee $200.00Accommodation $88.00Meals $50.00

6.0 Venue Lighting no extra lighting $0.00Hanging System (straps) Straps, boards, etc $1,000.00Manpower Shire $800.00Helper for setting up ( hours) Geraldton Art Director $500.00

7.0 Entrance fees $2 per person over 12 yrs. 100 visitors $200.00

8.0 Opening Night Catering - Opening Night Volunteer Group $4,000.00entertainment $1,500.00

9.0 Miscellaneous Insurance $1,000.00

Security $500.00

10.0

11.0 Coordinator overall coordination and management of the event

Shire

Shire contribution Budget $18,000.00

TOTAL $23,708.00 $23,750.00

BALANCE GST not included -$42.00

C O S T S

Windimurra $2,000,Midwest Development Commission $1,000


Project Areas Description Timing

1 Print Materials Design and Printing of entry forms & posters Seek for sponsorship

January

2 Promotion Contact Media for articles and advertising: Regional Newspapers Radio Distribution posters/entry forms: Art Galleries, Visitor

Centres, Libraries, Shire Offices, Schools, Aboriginal Communities, personal invitations, etc

Event Promotion Advertising, posters dispersed, etc Post-Event Promotion Articles in Regional Newspapers & photos

Feb/March/Apr/May Feb-May June/July

3 Sponsorship Payments to be received from various sponsors – Windimurra Midwest Dev Comm.

March-Apr

4 Judge Confirm with Geraldton Regional Art Gallery for Judge (possible change in contract from April) Confirm Accommodation

Early April Late April

5 Budget Budget Drafting and Control January 6 Opening Invitations

Catering – Registration of Interest - supplier Catering - Confirm Supplier Organise Entertainment Confirm Entertainment

Mid-late April February April February April

7 Staff Check if local group interested in manning the exhibition March 8 Event Location Booking of Hall

Cleaning of Facility Setting up PA Equipment from Shire Hanging Equipment

January May May 29 May 28 March

9 Admin - Design and Printing of all required work sheets (Reception Shire, Master List, Painting Numbers, Winner Display Signs, Winner handouts, Art Purchase Forms, Catalogue, Exhibition info, Exhibition master, Sign for Photos are allowed to take, Exact Number of visitors, Tour operators, People’s Choice & Box, ballot papers)

- Organisation Courier collect artwork from Mt Magnet (Art Galleries)

- Organisation of Packing material (bubble wrap, knives, tape, stickers)

- Float / Office Material / Laminating Posters - Post Event Report - Sending out of sold and unsold artwork - Photographer - Notify winners - Organise invoices to be paid

Final report

May June


11 NEW BUSINESS

Items for consideration at next meeting: o Tourist Trail – Walking Trail o Interpretive Signs o Bus trip of tourist trail on 14 February at 1pm

12 NEXT MEETING

To be held on 19 February 2009. 13 CLOSURE OF MEETING The meeting closed at 3.27pm. 14 CERTIFICATION BY CHAIRMAN

minutes special meeting of council 23rd january 2009...shire of mount magnet minutes special meeting...

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