MINUTES OF A SPECIAL GENERAL MEETING HELD ON 24 TH FEBRUARY 2018

Transcription

1 MINUTES OF A SPECIAL GENERAL MEETING HELD ON 24 TH FEBRUARY 2018 DATE: 24 TH FEBRUARY 2018 TIME: 10H00 VENUE: LIFESTYLE CENTRE WELCOME The meeting was opened by the Chairperson, Elaine Harris who welcomed and thanked everyone present for their efforts to be at the meeting on a Saturday. The Agenda for the SGM was presented: Approval of the CVE HOA Annual Financials for 2016/17 SGM 4 th March Minutes correction Special Resolutions Proposal Ernst Jordaan the representative from Exceed, CVE s firm of Auditors was welcomed and introduced. To ensure the smooth running of the SGM the Chairperson appointed Nolan Sprenger (Trustee) as the Sergeant of Arms to ensure the required protocols were followed and keeping members in order. APOLOGIES Received from Francois Carstens and Rob Watson. PROXIES AND QUORUM Number of Attendees: 56 Number of Proxies: 41 Number of Home Owners Able To Vote: 172 Sergeant of Arms, confirmed that no proxies were received with an open vote APPROVAL OF PREVIOUS MEETING MINUTES The Minutes of the A.G.M. held on the 20 th May 2017 were approved. Proposed by : Jochen Volkel (E1486) Seconded by : Gez Hayden (E1543) FINANCIAL STATEMENTS 2016/2017 The Annual Financial Statements were sent to all Homeowner s prior to the S.G.M. with the request that any questions be submitted in writing by the 15 th February Questions submitted by Estalet Neethling (E1554) via on the 23 rd February and raised in the S.G.M. responded to by Ernst Jordaan (Auditor): (English translation attached) P a g e

2 Question 1: Nie seker hoe HOA volgens Sectional Titles Sechemse Management Act val, omrede HOA is en nie Body corporate, daar word by plekke in die state verwys na Body corporate en nie HOA nie? Answer: Baie dankie. Die bewoording body corporate moet vervang word met association. Ons sal die kommunikasie ook so deurgee aan die opsteller van die finansiele stata. Daar is nog onsekerheid oor die presiese omvang van die STSMA. Daar is sprake dat enige estate waar levies ingevorder word om common property te bestuur en instand gehou word wel onder die STSMA val. Al blyk dit dat die definisies in die STSMA HOA sal uitsluit, is dit moontlik nie die bedoeling gewees nie.. Ons het n navraag gerig aan CSOS en wag vir uitklaring. Statement: Let daarna op dat dit CSOS is aan wie ons levies betaal en nie STSMA nie. Dit is CSOS wat jurisdiksie het en hulle moet verseker dat ons Konstitusie korrek toegepas word in die geval van n dispuut, nie STSMA nie.).. Question 2 Related parties purchases en sales to related parties stem nie ooreen met WIneco se state nie, nie seker of daar rede daarvoor is? Answer: Die WineCo verkope is BTW uitgesluit en HOA se aankope is die bedrag ingesluit BTW. WineCo se bedrag is alle verkope uitgesluit kredietnotas. Dit is nie konsekwent met HOA nie en Winco se verwante party vekope openbaarmaking behoort aangepas te word. Question 3: Tax calc verstaan nie die prior year penalties non-deductible van R , nie seker waar die syfer vandaan kom? Answer: In die vorige jare was daar penalty levies gehef wat nie belas was nie. Hierdie levies is afegeskryf en die afskrywing is dus nie aftrekbaar nie. Question 4: Nie seker oor belasting effek wat Deferred gain gaan inhou vir HOA, R ? Answer: Die verhaling of afskrywing van die bedrag in HOA sal kapitaal van aard wees. Question 5: WineCo State is geoudit, maar dieselfde persoon compile die state asook teken die state af, onafhanklikheid? Answer: Volgens ons kennis by vrywillige oudits is daar nie n vereiste dat die opsteller van die state en die ouditeur verskillende persone moet wees nie. Question: 5: Jochen Volkel (E1486) queried where the CVE income is reflected relative to penalty levies Answer: Income Statement Other Income. Question 6: Casper Steenkamp (E1424) queried why WineCo is a voluntary audit and not a statutory audit Answer: WineCo s turnover is below the threshold Question 7: Casper Steenkamp (E1424) queried the CVE Reserve Fund balance and what has gone in and what s come out Answer: Ernst explained that penalty levies, interest received, insurance claim recoveries and profit goes in and what has gone out has already been communicated to Homeowner s. A final balance will only be available after year end, however he is very comfortable with regard to the movement of the account. Question 8: Chris Godenir asked if there was anything that Ernst Jordaan (Auditor) could make the Homeowner s aware of? Answer: Exceed had been working very closely with Cecile Bridgens (the process of which commenced a couple of years ago with Johan Gerber) to streamline the process from Management Accounts to Financial Statements and stated that the financial management was in a sound state?. He confirmed that the Consolidated Statements had not been qualified or signed, however will be done subsequent to the S.G.M P a g e

3 Ernst Jordaan and Cecile Bridgens were thanked for the good cooperation and smooth audit. The Year End Financials for 2016/17 were approved by the HOA members. Proposed by : Stacy Botes (E1449) Seconded by : Fay Meredith (E1353) S.G.M. 4 TH MARCH 2017 CORRECTION The minutes recorded that the Resolution 2 which was originally stated as the implementation of the Integrated Plan was incorrectly recorded in the minutes as the development of the Integrated Plan. The home owners were requested to approve the correction in the minutes of the 4 th March The Resolution on the Agenda and Presentation clearly stated the word, Implementation. Elaine Harris corrected the following sentence in terms of Resolution 2 From It is proposed that the members approve the development of an Integrated Landscaping Plan to be implemented over the next three years To It is proposed that the members approve the implementation of an Integrated Landscaping Plan to be implemented over the next three years Casper Steenkamp (E1424) then questioned why the minutes were wrong (as mentioned above) as the minutes also stated that the integrated plan will be available before the budget in May and the Estate Manager will present same by 30 th April. Not sure how you approve the implementation of the plan on the 4 th March if the budget is only going to be available end April. The Trustees confirmed that the Integrated Landscape plan and budget was presented as part of the the Information Session 8 May Casper Steenkamp questioned the status of an information session in terms our Constitution. Casper Steenkamp objected to the process of the approval of changing the word from development to implementation as the AGM minutes had earlier been approved. The minutes of the A.G.M. approve the minutes of the SGM. If you change a word in the minutes of the S.G.M. you have to change the minutes of the AGM. Sergeant of Arms, confirmed the only request was to change a word in the minutes of the SGM which had been incorrectly, noted. If the word change can t be approved today, we will postpone the approval until the AGM at the end of May The question was posed by an unidentifiable Homeowner : Is the objection to the implementation of the plan or is the objection to the change in word which are two separate issues. Sergeant of Arms confirmed there is no objection to the minutes of the S.G.M. which have already approved the implementation but the objection is about the use of the word development. Diane Haddenhorst (E1457) questioned the importance of changing the wording relative to Resolution 2 mentioned above. Elaine Harris stated that it had been brought to their attention that they had used the incorrect word in the minutes and merely wanted to correct the word for good governance and record purposes P a g e

4 Casper Steenkamp stated that it was not brought to the Trustees attention that the wording was wrong, it was brought to the attention of the Trustees that implementing the landscaping plan had never been approved. The Chairperson proposed that the meeting continue with the next item on the agenda. SGM Resolution 1 It is proposed that the members approve the Capex to drill another borehole to provide additional water supply. The quoted cost is R164,980 excluding pump. The pump cost will be determined according to the depth of the borehole. Estimated cost for the pump is R20,000. This borehole will ensure continued water supply in case the existing borehole yield becomes insufficient. The project will be funded from the Reserve Fund. Casper Steenkamp (E1423) again asked the question, what is the status of an Information Session in terms of our Constitution, and in terms of our Constitution are we not allowed to ask questions at an S.G.M. Sergeant of Arms, confirmed that in conjunction with the Information Session, there had been numerous communications relevant to the Information Session and we have not received any questions or communications directed to the H.O.A. office after the Information Session. It is the Trustees opinion that the Homeowner s therefore are able to make an informed decision today. Casper Steenkamp re-iterated that that was not his question. The question is what is the status of an Information Session in terms of our Constitution and what part of our Constitution states that we cannot ask questions in at an S.G.M. Casper Steenkamp (E1423) requested that it be minuted that his question had not been responded to. You can t tell us in an Information Session that is wrongly minuted that the general consensus of the members is that none of this should even go to an S.G.M., in fact the S.G.M. should be cancelled?) Diane Haddenhorst (E1457) questioned if the VAT increase had been taken into account in the quote for the borehole? Chairperson response: No as the VAT increase was implemented after the calculations had been communicated to Homeowner s Casper Steenkamp states that the minutes of the Information Session which is of vital importance does not reflect what was said at that meeting so how can it be stated that those minutes informed everyone of all pertinent information Chairperson responded, that the minutes were taken to the best of the scribe s ability and the information was shared with the Homeowner s. Johann Pienaar (E1418) stated that the S.G.M. was scheduled to vote on two Resolutions. Can we please just move forward and vote. SGM Resolution 2 It is proposed that the members approve the Capex to supply each house with borehole water through a separate pipe system to be installed. The estimated cost is R750,000 but a more detailed cost will be communicated before the S.G.M. The project will be funded from the Reserve Fund. Connection to the P a g e

5 system will be optional at an estimated fee of R2 500 per home. A service fee will be calculated based on your borehole water usage. Diane Haddenhorst (E1457) questioned why the Homeowner s connection to the black pipe system couldn t be funded out of the Reserve Fund as well? Chairperson s response: In terms of the Constitution we cannot force Homeowners to connect and therefore the connection is optional for Homeowner s and the fee related to this is to enable money to be put back into the Reserve Fund. Diane Haddenhorst further stated that Homeowner s that did not vote in favour of this would be paying irrespective as a portion of the levy goes to the Reserve Fund anyway. Christopher Graham ( E1526) questioned the terminology relevant to a separate system (black pipe) and would we still receive Municipal water in conjunction to the black pipe system? Answer: YES. Gert Nagel (E1360) commended the Water Committee who have worked tirelessly since September last year for their efforts however questioned why have the four options they proposed not been presented at this S.G.M.? The Water Committee are not happy with the outcome and the Resolutions being voted on in correlation with the proposals submitted. Chairperson: The Trustees have been working with the Water Committee on various short, medium and long term water solutions. The options proposed are the medium term options to deal with the immediate water requirements. The longer term options are still on the cards but that funding is required to analyse and investigate these options, which if required could be presented at the AGM. Reyno van der Hoven (E1425) questioned if Homeowner s will pay for the water supplied through the black pipe system and is there an estimated price for this service fee? Answer: YES (price to be relevant to maintenance cost). Casper Steenkamp (E1423) : would like to ask the question since it wasn t minuted at the Information Session - we have already paid for the borehole and I was told by the Estate Manager the borehole maintenance had been budgeted for so why must Homeowner s pay for water from the borehole. Chairperson: We are taking money out of the Reserve Fund and it is good governance to put it back, besides water is a precious commodity and a service fee should be attached to receiving it. Philip van der Berg (E1455) : I just want to make a statement - we have a chance to get ahead now as Day Zero, the date we ve all have been scared of, has been moved back. If we don t move forward, in two years time we are going to sit with the same situation and discuss the same effects. This was met with unanimous applause. Voting on the two SGM Resolutions Homeowner s then handed their votes to Stacy Botes on the two resolutions. The votes were counted and audited by Ernst Jordaan (Auditor) P a g e

6 Voting result of Resolution 1 IN PERSON BY PROXY TOTAL % In Favour Against Abstain Voting result of Resolution 2 IN PERSON BY PROXY TOTAL % In Favour Against Abstain CLOSURE The meeting closed via SMS at 11h44 with the voting results being released. Minuted: Stacy Botes P a g e

7 English translation to questions submitted by Estalet Neethling (E1554) Question 1: Not sure how HOA falls under Sectional Titles Scheme Management Act, because HOA is not Body Corporate, it refers to Body Corporate and not HOA at sections in the statements. Answer: Thank you very much. The word "body corporate" must be replaced by "association". We will also pass this communication to the financial statements author. There is still uncertainty about the exact position of the STSMA. It is argued that any estate where levies are collected to manage and maintain common property are covered by the STSMA. Although it seems that the definitions in the STSMA exclude HOA, it may not have been the intention. We have sent a query to CSOS and wait for clarification. Statement: Note that it is CSOS we pay levies to and not STSMA. It is CSOS that has jurisdiction and must ensure that our Constitution is correctly applied in the event of a dispute, not STSMA. Question 2 Related parties - purchases and sales to related parties do not match WIneco's statements, not sure if there is reason for that? Answer: The WineCo sales are VAT excluded and HOA's purchases are the amount inclusive of VAT. WineCo's amount is all sales excluding credit notes. It is not consistent with HOA and Winco's related party sales disclosure should be adjusted. Question 3: Tax calc - do not understand the prior year penalties non-deductible of R , not sure where the figure comes from? Answer: In the previous years there were penalty levies that were not taxed. These levies have been written off and the write-down is therefore not deductible. Question 4: Not sure about tax effect that Deferred gain entails for HOA, R ? Answer: The recovery or write-off of the amount in HOA will be capital of nature. Question 5: WineCo Statements are audited, but the same person compiles the statements as well as signs the statements, independence? Answer: According to our knowledge in voluntary audits, there is no requirement that the author of the statements and the auditor be different persons P a g e