Please note that it was the decision of the meeting that the constitution of the Association would remain unchanged and that therefore the current clause relating to the time limits for the construction of housing remains the same. To reiterate, home owners are required to commence building within three years of having taken transfer of their stands, failing which an additional levy would be added to the current monthly levy. Please note that because the billing of the additional levy was held back pending this meeting, home owners that took transfer in January 2006 will be therefore invoiced with this additional levy effective from 1 February 2009 and your account will reflect billing and money due from this date.
CROYDON VINEYARD ESTATE HOMEOWNER ASSOCIATION
Tel: (021) 843 3610
Fax: (021) 843 3609
MINUTES FOR SPECIAL GENERAL MEETING NO. 1
DATE: 26TH MARCH 2009
TIME: 17:00
VENUE: CROYDON VINEYARD ESTATE
ATTENDANCE PANEL ORGANIZATION
JG Bergman (In the Chair) Developer Trustee (JGB)
W Smith Exceed (WS)
ATTENDANCE FLOOR ERF
As per Attendance register held by the Association.
MINUTED BY
T Tyson JBB Development Consultants (TT)
1. WELCOME AND INTRODUCTION
1.1. JGB called the meeting into commencement at 17:29 advising that registration had closed and that a quorum was in attendance.
1.2. JGB thanked all for attending and welcomed them to the meeting.
1.3. JGB advised that the meeting would be held in strict accordance with the Constitution of the Association.
1.4. JGB advised that the sole purpose of the meeting was for voting on the resolutions circulated together with the notice.
1.5. JGB introduced the panel to the floor, namely:
1.5.1. Himself, JG Bergman acting as chairman for the meeting
1.5.2. Willie Smith from Exceed Auditors acting as auditor for the meeting.
2. AGENDA OF THE MEETING
2.1. JGB advised that the meeting would be conducted as follows:
2.1.1. Confirmation of a quorum would be called
2.1.2. Members who are in favour of Special Resolution 2 to be adopted would be asked to vote FOR the passing thereof by holding up their voting cards.
2.1.3. Votes would be counted independently by the panel and confirmed. JGB asked the floor if there was any member who wanted to verify the counting of votes. No member took up the offer.
2.1.4. JGB advised that should Special Resolution 2 be adopted Special Resolution 3 would automatically fall away.
2.1.5. JGB advised that if Special Resolution 2 not be adopted, members who wanted Special Resolution 3 adopted would be asked to vote FOR the passing thereof by holding up their voting cards.
2.1.6. JGB advised that should either Special Resolution 2 or Special Resolution 3 be adopted the Trustee Committee together with the Association will formally request amendment of the Constitution by Council as was quoted from clause 35.2 “… Clauses 1,2,4,5,6,7,12,13,36,37,40 and 41 of the Constitution shall be subject to the prior written consent by Council.”
2.1.7. JGB advised that should neither Special Resolution be adopted the Association will be instructed to proceed in terms of the Constitution with regards to penalty levies.
3. QUORUM
3.1. JGB advised members classified as entitled to vote are as per members meeting the criteria as quoted from clause 29.2 of the Constitution, “… no person other than a Member duly registered, and who shall have paid every levy and other sum (if any) which shall be due and payable to the Association in respect of or arising out of his membership… shall be entitled to vote,…”
3.2. JGB advised that in order for the meeting to be legally constituted a quorum needs to be represented as quoted from clause 25.1 of the Constitution, “… The quorum necessary for the holding of any general meeting shall be such of the Members entitled to vote, as together for the time being, represent at least one-half of the total votes of Members of the Association entitled to vote,…”
3.3. JGB requested and WS confirmed the following:
3.3.1. Total Members of the Association entitled to vote – 122 (as confirmed by WS)
3.3.2. Total number of members required to be represented either in person or by proxy in order to constitute a quorum – 61 (as confirmed by WS)
3.3.3. Total number of Members represented at the Special General Meeting either in person or by proxy – 65 (as confirmed by WS)
3.3.4. JGB therefore confirmed that a quorum was represented and the meeting is legally constituted and can therefore proceed.
4. VOTING CLARIFICATION
4.1. JGB advised that as quoted from clause 29.6 of the Constitution “… A Special Resolution shall be carried by a majority of no less than 75% (seventy five percent) of the total votes of Members who are present in person or represented and are entitled to vote…”
4.2. Therefore the total number of votes required FOR either Special Resolution to be adopted was 49 (as confirmed by WS)
5. SPECIAL RESOLUTION 2
5.1. This was for the amendment of clause 5.2.3 of the Constitution as follows:
From:
“ensuring that the Registered owners commence construction of the dwellings to be erected on the respective Residential Erven within 3 (three) years from date of registration of transfer of the relevant Residential Erven into the Registered Owners’ name from the Developer (first transfer)…”
To:
“ensuring that the Registered owners commence construction of the dwellings to be erected on the respective Residential Erven within 4 (four) years from date of registration of transfer of the relevant Residential Erven into the Registered Owners’ name from the Developer (first transfer)…”
5.2. Special Resolution 2 was proposed by JGB and seconded by EJ van der Horst.
5.3. Member who were in favour of the adoption of Special Resolution 2 were requested to raise their voting cards.
5.4. A total number of 42 votes were received FOR the adoption of Special Resolution 2 including the votes cast by members of the floor and proxies held by the Chairman.
5.5. WS confirmed that the required 49 votes were not received.
5.6. JGB confirmed that therefore Special Resolution 2 was not adopted and the meeting would proceed with the voting on Special Resolution 3.
5.7. A Member from the floor requested clarification as per the voting as the majority of the Members from the floor voted FOR the passing of Special Resolution 2. JGB advised that is must be kept in mind that the vote is not calculated on a simple majority but on a 75% majority and there are members of the floor or represented by proxy abstaining or voting against the resolutions.
6. SPECIAL RESOLUTION 3
6.1. This was for the amendment of clause 7.10.2 of the Constitution as follows:
From:
“the Registered Owner shall pay double the amount of levies payable by the Registered Owner in respect of each month or part thereof beyond the prescribed commencement date that the Owner has not commenced construction on the Residential Erf;”
To:
“the Registered Owner shall be liable for the payment of double the amount of levies payable by the Registered Owner in respect of each month or part thereof beyond the prescribed commencement date that the Owner has not commenced construction on the Residential Erf. However, the Trustees shall be entitled to, on a case by case basis, evaluate claims of financial constraints of the individual homeowners and if deem fit defer the payment of such penalty levies for a maximum of 12 months per erf.”
6.2. Member who were in favour of the adoption of Special Resolution 3 were requested to raise their voting cards.
6.3. A total number of 23 votes were received FOR the adoption of Special Resolution 3 including the votes cast by members of the floor and proxies held by the Chairman.
6.4. WS confirmed that the required 49 votes were not received.
6.5. JGB confirmed that therefore Special Resolution 3 was not adopted and the Association is therefore instructed to proceed in terms of the Constitution with regards to penalty levies.
7. GENERAL COMMENTS FROM THE FLOOR
7.1. A Member from the floor stated that he submitted a proposal to the Association with regards to extending the building period to 5 years and his suggestion was not transformed into a special resolution for consideration. JGB responded that a large number of suggestions were received but it would not have been practical to put all suggestions forward as special resolutions and that the Trustee Committee responded with the proposed resolutions in accordance with what they felt would be the most reasonable.
7.2. A Member from the floor requested clarification of proxies received by the Association. WS and JGB advised that a number of proxies were received by the Association. Some were for Members of the floor to vote on their behalf. In this case the member requested to vote were given an additional voting card in order to carry out the requested vote. Other proxies were received by the association for the chairman to vote on their behalf. In this instance these were added to the vote from the floor.
7.3. A Member from the floor enquired about the votes held by the Developer. JGB responded and advised that as stated the developer has not utilised it 650 votes but has retained the right to vote on the erven still owned by themselves.
7.4. A Member from the floor further to item 7.3 as to how the Developer voted. JGB advised that all the individual shareholders were requested to submit their own proposals on how to vote and therefore the developer vote is mixed as some did vote in favour of the resolution.
7.5. Ivan van der Merwe advised the floor that he had put together a blog on the estates blog in order for the Members of the Association to discuss the Special General meeting and was unhappy that the Association did not circulate the details thereof as requested by himself. Corius Visser, the estate manager, advised that details of the blog was circulated by the Association to the members thereof. Members from the floor confirmed they had received notification.
7.6. A Member from the floor commented that he is aware of several members who were not aware of the Special General meeting. JGB requested that he contact the Estate directly in order to discuss the matter as the administrative staff advised all members in accordance with their contact details held by the Association.
7.7. A member from the floor queried weather the notification was sent out correctly. JGB advised that Abrahams & Gross, being legal advisory of the Association, were consulted in this regard and should the member feel that the notification was not sent out correctly he should then approach the Estate in order to establish the procedure followed.
8. CLOSE
8.1. JGB advised that should any Member wish to call a Special General Meeting they are allowed to do so provided they follow the procedures outlined in the Constitution.
8.2. JGB thanked all for attending the meeting and called it to a close.
