MINUTES OF THE ANNUAL GENERAL MEETING OF THE CROYDON VINEYARD ESTATE HOME OWNERS ASSOCIATION HELD AT CROYDON WINERY ON 28 NOVEMBER 2007
In attendance:
(refer to attendance register held at winery)
Trustees:
M Voortman (in the chair)
C J Fourie
B de Sousa
C Steenkamp
Apologies:
J Bos
J Elan-Puttick
D Erasmus
J Hill
R Lange
L van Niekerk
J van der Horst
By invitation:
C Visser
Secretarial:
W H Lowe
1. Welcome.
The chairman declared at a quorum was present and that the meeting was properly constituted. Mr de Sousa confirmed that meeting was able to consider and pass a special resolution. The chairman noted that the developer was personally present and that no proxies had been received. He noted for the meeting that the AGM was being held later than required due to a proposed change in the financial year end which would be part of the later business of the meeting.
2. Matters arising and approval of minutes of the Annual General Meeting held on 22 March 2006.
The chairman reported that the proposed use of treated effluent for irrigation was still a possibility but that it was not being used presently. In reply to a question from Mr Volkel the chairman said that the irrigation water came from the Eerstrerivier.
Mr Bergman proposed the adoption of the minutes and this was seconded by Mr Volkel and the minutes were duly adopted.
3. Chairman’s report for the year ending February 2007.
The chairman reported on the affairs of the Association over the past 20 months and made the following points:
· The accounting firm Enslins Lindemanns had resigned and that the finances and administration was being restructured to occur in-house with a proposed book keeper commencing work in December 2007.
· Building plan approval and housing supervision had been contracted out to Boland Building Control Services. To date 17 house plans had been submitted, 11 had been approved, 3 houses were complete and 8 were under construction.
· The Croydon Wine Company has performed well and supported the cash flow of the association due to outstanding levies, a situation which has been largely rectified. The wine company was recording a small loss for tax avoidance reasons due to the diligent treatment of stock, the result being that the wine company was cash positive. The chairman complimented the wine maker on his astute bottling procedures. The first harvest was soon and it was expected that profitability would improve further as will quality.
· The Association had a gross profit for the period of R 82 512. Cash flow had improved although it was noted that profitability required a levy increase.
· Security was in place and functional and ready to meet the demands of additional residents to the Estate.
· The lifestyle centre was hosting an event every weekend.
· A proposal had been received for the operation of an on site estate sales office and this proposal would be considered by the incoming trustees and normal operations by estate agents that were accredited were continuing. The developer still retained ownership of 17 stands which are not actively being marketed. It was noted that more residents than investors could be expected from the second tier purchasers.
4. Financial matters:
4.1 Presentation and adoption of financial statements FYE February 2007
The representative from the auditing firm tabled the accounts and indicated that there were no qualifications to the accounts. There was a change to Page 7 of the accounts whereby “Current assets” would include a stock item of R 42 040 which would represent inventory. He also mentioned that common property had been transferred to the Association at zero value.
4.2 Levies for 2007/2008
It was proposed that the levies be increased by 9,5% over the previous budget would had been set in 2003-2004 which was an effective 4,7% annual increase. The chairman stated that the budgets reflect a realistic financial scenario and that the trustees were confident that the budgets were satisfactory. The budget was proposed by Mr Bergman and seconded by Mr Steenkamp and duly adopted.
4.3 Auditor’s remuneration for the past financial year
It was noted by the meeting that the remuneration would be R20 000 excl VAT. In reply to a question from Mr Volke it was confirmed that the auditors were changing because they had resigned.
4.4 Appointment of auditors
It was noted by the meeting that the firm Exceed had been appointed as auditors for the next year.
5. Election of trustees other than the developer’s representatives.
The chairman advised that in terms of the constitution, the developer nominees would remain in office save with the retirement of Messrs van Niekerk and Voortman and that they would be replaced by Messrs Ashworth and Bergman. It was further noted that no other nominees had been received for the position of the owner members, and that the existing owner members had agreed to remain as trustees for another year.
The meeting resolved therefore that the trustees for the next year would be: D Ashworth, J Bergman, J Bos, B de Sousa, C Fourie, C Steenkamp and J van der Horst. In reply to a question from the floor it was noted that the chairman is elected from amongst the trustees themselves in a separate meeting.
6. General Resolution No 1
The chairman introduced General Resolution No 1 as follows:
Members are furthermore requested to consider and, if deemed fit, to pass with or without modification, the following resolutions:
GENERAL RESOLUTION NO: 1
RESOLVED THAT:
The members condone that this Annual General Meeting takes place more than 3 (Three) months after the financial year end of the Association, being the end of February 2007.
The resolution was passed unopposed.
SPECIAL RESOLUTION NO: 1
RESOLVED THAT:
The HOA Constitution be amended in accordance with the Summary of Proposed Amendments to the Home Owners’ Association Constitution annexed in the notice of meeting and marked “A” and recorded below.
SUMMARY OF PROPOSED AMENDMENTS TO THE CROYDON VINEYARD ESTATE HOMEOWNERS ASSOCIATION CONSTITUTION
1. Clause 6 amendments:
Terms: Deletion of the existing clause and the substitution thereof with the following:
“The Financial Year End of the Association is the end of May of each year, or such other date as the Trustees may decide.”
Effect: This amendment will result in the financial year end for 2007 / 2008 being at the end of February 2008 so as to co-incide with the financial year end of Croydon Winery, and further provision is made that the Trustees can in future decide, if needs be, whether or not to change the financial year end without having to obtain a Special Resolution in this regard.
Reason: So that the financial year end of the HOA runs parallel to the financial year end of Croydon Winery, which in turn corresponds with the financial year end of the wine industry.
2. Clause 12.2 amendments:
Terms: By inserting the following clause at the end of the existing clause:
“Each Member’s entitlement to the wine as aforesaid is subject to the condition that the Member is not in arrears with levies due to the Association and as such, for every month that the Member is in arrears with his levies, he shall not be entitled to receive wine for that month. Furthermore, wine shall be stored by the Company for a maximum of 3 (Three) months only and accordingly, should a Member fail to collect his wine from the Croydon Winery, alternatively arrange for the delivery thereof and make prepayment of the delivery charges, such Member’s wine shall be forfeited to the Company at no cost.”
Effect: Members who are in arrears with their levies or who do not collect their wine or arrange for same to be collected within a 3 (Three) month period, will not be entitled to the wine.
Reason: The storing, production and bottling of wine is done at a cost and as such, persons who have not paid the levies which are due should not be entitled to such benefits. In addition, the storage facilities at Croydon Winery are at a minimum and therefore it is essential that owners either collect their wine or make pre-payment for such wine to be delivered to an address of their choice.
3. Clause 32.1 amendments:
Terms: By the insertion of the words “or by telefax or email”.
Effect: This will allow the Association to now give notice, in addition to notice sent by registered mail or delivered by hand, by way of telefax or email.
Reason: This will make the giving of notice less expensive and more effective.
4. Clause 32.3 amendments:
Terms: By inserting the words “and any notice given by telefax or email shall be deemed to have been received by 16h00 on the first business day following the day of transmission thereof”.
Effect: Is to amplify the provisions of Clause 32.1.
Reason: To amplify the provisions of Clause 32.1.
The special resolution was passed unopposed.
7. General
The chairman introduced the general item and tabled the following:
7.1 An objection to the time of the meeting has been received from Mr J Hill. The chairman explained that the time of 17:00 was not generally felt to be unreasonable and there was no comment from the meeting. The chairman explained that the other issue raised in his letter would be passed to the Croydon Wine Company for attention as it was not related to the business of the meeting.
7.2 The chairman pointed out that there were plans for the development of Vergenoegd and Spier and that owners might want to register as an Interested and Affected Party and receive the opportunity to comment. HE confirmed that the developer and the association would comment on these proposals too. Ms Aldum added that the words WINE could be used on the websites of the Vergenoedg project for access passwords and codes.
7.3 Mr Volkel asked about the development of Kelderhof. It was explained that this township was approved prior to the promulgation of the Land Use Planning Ordinance (LUPO) and that it was sold out.
There being no further business the chairman declared the meeting closed.
