MEMORANDUM

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MEMORANDUM Powered By Docstoc
					                                        Minutes of The
                                25th Annual General Meeting
                                             Of
                              Silver Sands Timeshare Club Ltd
                                   For the Year ended 2010
              Held at the City West Receptions, 45 Plaistow Mews, West Perth
                              On the 2nd May 2011 at 6.30 pm
_______________________________________________________________________
1.    Announcements:
      The Chairman Mr G Grantham opened the meeting at 6.30pm and welcomed all the owners to the twenty fifth
      Annual General Meeting. He asked the members if they were happy to accept him as the chairman for the meeting.
      He introduced. Mr G Compson (Vice Chairman), Mr G James, Mr J Rossi & Mr A Rossi
                      Mr I Hill (Manager & Club Secretary & Committee member)
                      Mrs Dianne Hill (Joint Manager)
                      Mrs Raylene Gibson (Assistant Manager)
                      Mr Chris Burton from BDO (Audit) WA Pty Ltd

      Chairman - A notice of meeting was sent out on the Friday 25th day of March 2011 in accordance with the Articles
      of Association, therefore I declare that the meeting has been properly constituted.
      As there are currently 98 members present, representing 124 shares, I declare that a quorum is present and in
      accordance with the articles of the club I declare that the meeting is open.
      Final Numbers were 118 members representing 221 shares.
      It is declared that 78 Proxies have been received from members in favour of; Chairman 73, Secretary 4 and 1 for
      others.

2.    Apologies:
      Apologies were tabled from 24 members.

3.    Confirmation of Minutes:
      Confirmation of the Minutes of the Twenty Fourth Annual General Meeting have been circulated to members via e-
      mail and they are also available on the web site.
      Moved; Frank Renouf that the minutes of the 24th AGM be accepted as a true and correct record.
      Seconded; Steve Hall __________________
      Motion was carried.
      The Chairman asked for business arising from the minutes.
      There was no business arising from the minutes.

4.    Chairman’s Report:
      2010 was an interesting year for financial markets still struggling to find their equilibriums after the Global
      Financial Crisis. For decades the American Dollar or ‘Greenback’ has been the yardstick against which all
      currencies are judged. In 2010 the question was raised as to how you adjudicate your financial health when you
      comparison is against a country suffering a heart attack?

      Throughout the year the Australian Dollar raced higher against the Greenback and surpassed parity as Xmas
      approached. In world markets the Australian Dollar also performed well against most major currencies and finished
      the year as the second highest growth currency in the world. Well that must be pretty good……right?

      On the positive side of the coin this means that Australia was performing well and the country in an insulated
      environment had weathered the storm of the Global Financial Crisis better than most. Now that is all well and good
      if Australia was an economy that was self-sufficient and once we mined the resources we refined them and then
      purchased them for use.

      Unfortunately Australia does not do this and a high currency means that we can afford to buy more of everyone
      else’s stuff however they cannot afford to buy as much of ours. This produces a deficit and that is bad for the
      economy as a whole because it creates rising interest rates, disincentives spending and encourages saving. Team that
      with the uncertainty of an election late in the year and 2010 was not the year to expect Australians to be spending
      money on holidays in Australia as they were saving and coincidentally it was not the year to expect foreign visitors
      as they could not afford to holiday in Australian currency!

      Now here is the anomaly! The Management Team employed at Silver Sands delivered a higher occupancy result
      than that experienced in the last 5 years. I could wax lyrical that this was because of the ownership aspect of Silver
      Sands rather than holiday luxury spending or that it was due to the ongoing maintenance planning of the board
      however I prefer to congratulate the team that supplies the holiday experience at Silver Sands and that is the staff.
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     It is the Committee and Management team intent to continue this upward trend for our Resort in spite of the positive
     or negative external factors that may affect the economy. We anticipate that we can maintain this through vigilant
     attentions to the expenses incurred on behalf of our members and ensuring that we always obtain Value for your
     Money. It is always the Committee intent to continue to maintain the levies at a rate lower than every other Resort
     in Australia.

     On behalf of the Committee I wish to congratulate our Management Team and all the Employees who are
     responsible for the excellent condition of our Resort. Silver Sands offers a memorable holiday experience for all
     who choose to stay. Our people are professional and our Resort is top quality as a result of this.

     I would like to say thank you to my fellow Committee members for their confidence in maintaining me as the
     Chairperson. It is a position that I continue to enjoy and feel that together with the committee can direct the Resort
     confidently in the future.

     Finally on behalf of the committee I would like to say thank you for the continued support of the members which
     facilitates the opportunity for the resort to be run so professionally.

5.   To receive and consider the Committee’s Report, Profit and Loss Account and Statement
     of Cash Flows for the year ended 31st December 2010, the Balance Sheet at that date and
     the Auditors Report therein:
     The chairman said we have produced an income $302,000 under budget and $293,000 under budget on expenses so
     overall we are pretty well spot on budget.

     I would like to go through some of the items which may need clarification;

     Income;
     a)          Club Rental is down $41,000 on budget and down $85,000 on the previous year. This is due to the world
                 economic climate and the fallout from the Global Financial Crisis. We are still feeling the effects of this
                 in 2011 and the recovery although the government says it is over we are still waiting for a rise in
                 bookings to confirm this.

     b)          The Extra Room Cleans is down by half due also to the lack of bookings from guests.

     c)          Similarly the Guest services are down due to the same situation.

     d)          An insurance claim of $21,000 was received due to a guest setting fire to a room. The resort staff
                 repaired the room at a cost less than the claim.

     e)          The Club managed to sell $105,000 of Club Titles which is $87,000 more than we budgeted for.

     f)          Cost of sales shows that the shares sold by the Club for $105,000 had a cost of $77,000 to the Club.
                 “Post meeting note: In the Financial Statement (page 40) Club Shares: Cost of Sales – Actual Variance
                 was $72, 239, not $77, 239 as indicated.”

     Expenses;

     a)           The management team has kept a close eye on all expenses and it would appear that they are all close
                  to what was expected and in line with what the committee had anticipated.

     b)           Bad and doubtful debts were $13,000 less than anticipated for 2010.

     c)           Early bird discounts were $307,000 less than budget; this appears that many members are not taking
                  advantage of the discounts offered.

     d)           Legal fees have been $16,000 less than expected but I am sure that the costs will be coming for this
                  item in the next year as we have a program of collection against the delinquent owners.

     e)           The long service provision has jumped $14,000 which shows our staff are staying longer and this
                  would have to be a good thing.

     f)           Repairs and maintenance is $16,000 above budget due to our aging resort and we continue to keep the
                  resort in good shape.


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     g)            Redevelopment consulting is progressing slowly as we really need to have our titles issues sorted
                   before we can go too far with this but rest assure we are working on a future plan for the Club. We
                   recently commissioned a company to do a 20 year maintenance plan for the Club as we are now 25
                   years old and according to the government buildings have a life of 40 years.

     After all this we have a net operating profit of $90,000 which should show in the 2012 levies.

                 I think that just about wraps it up. Are there any questions from the floor with regards to the accounts?

     The Chairman asked will someone move that the Committee’s report, Profit and Loss account and Statement of
     Cash Flows for the year ended 31st December 2010, the balance sheet at that date and the Auditors report therein be
     accepted

     The chairman asked for a member to move that the accounts be accepted as a true and correct record
     Moved; Frank Renouf_______________________
     Seconder; Ian Hyde _________________________________
     Chairman asked for any persons to speak for or against the motion;
     Lawrence Kozak – I would like to discuss the rental pool collections as they are most important to us and so far they
     have been pathetic. The Club has not spent any money on advertising in 25 years and it is just not good enough. If
     you want to get the rental pool up you need to advertise and get people into the resort and build up the rental pool.
     Ivan Hill - I am sorry Lawrence but what you have said is not true. The Club has spent advertising in the Sunday
     Times, West Australian, Local papers, Information centres and internet and this has been quite extensive and I might
     add all for the rental pool. Many clubs in New Zealand and the eastern states have disbanded rental pools because
     they are a high cost item for a few members. We have continued to have them for our members and have supported
     you in this.
     Lawrence Kozak – The committee need to pull their finger out and do something about the rental pool.
     Chris King – The rental pools will be less because there are many new resorts in Mandurah now and they are
     pushing their product to gain the rentals perhaps they are offering more.
     Ivan Hill – We are discussing the profit and loss and one item is that we spent more than $1,000 per month last year
     on advertising and the majority of this would be on rental pools.
     Steve Hall – 90% of the rentals are the people who do not follow the Club rules and they are the ones messing up the
     resort so I think it would be better if you just either use the weeks or sell them and not have a pool.
     Unknown member – I noticed that we have weeks available on the web for $600 per week.
     Chairman – Yes we are trying to fill the rental pool weeks.
     John Kelmar – marketing should promote benefits not price as the benefits are our strong point.
     Chairman – yes I am a real estate agent and we would look to a value concept
     Martin Atley – we offer a lot and perhaps more than the completion so we need to look at the facilities and not under
     sell the product.

     Chairman - if there is no further discussion then can I have a show of hands for all those in favour of the motion
     All those against
     Motion was carried unanimously

6    To consider the appointment of auditors:
     The committee has recommended that we appoint BDO (Audit) WA Pty Ltd for a further 12 months
     The Chairman asked for a member to move that BDO (Audit) WA Pty be appointed?
     Moved; John Rossi
     Seconded by; Steve Hall
     Chairman asked for any persons to speak for or against the motion;
     Chairman - can I have a show of hands for all those in favour of the motion?
     All those against
     Motion was carried unanimously

7.   Election:
     In accordance with the articles of the club’s rotational policy two members stand down from the committee each
     year.
     This year Mr Hill and Mr Compson have stood down under our normal rotational policy.

     Nominations were received from;
     Mr Ivan Hill
     Mr Graham Compson

     As there is no more nomination than positions vacant I declare that the two nominating members are elected for a
     three year term. Congratulations to those members.
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          8. Changes to the Regulations and the Articles of Association of the Club:

          Chairman - Notice of changes to the Regulations and Articles of Association were sent to all members on the 25 th day of
          March 2011, which gave members the required notice of change and I would now like to put the changes to the meeting;

                                           Changes to Club Regulations.
1.
Current Regulation;

     1.       INTERPRETATION:

          "Guest" includes an invitee of a member, whether relative, friend, associate or other person, either staying with or
          visiting the member or staying with the member's permission and shall also include an invitee of the Club.

          "Resident" means a person occupying a lot at the Resort for any period of time and any derivations thereof shall
          have a corresponding meaning.

Reason for change;
      This may be confusing as a person occupying a lot at the Resort for any period of time may include members,
      guests and visitors.

New Regulation;

1.        INTERPRETATION:

          "Guest" includes an invitee of a Member, whether relative, friend, associate or other person, either staying with a
          Member or staying with the Member's permission, and shall also include an invitee of the Club.

          “Member” means a holder (or the joint holders) of a share in the capital of the Club.

          "Resident" means a person (Member or Guest) occupying a lot at the Resort for any period of time and any
          derivations thereof shall have a corresponding meaning.

          “Visitor” means a person visiting a Resident.

          Words importing any gender shall include any other gender or genders.

          Words importing to the singular number or plural number shall include the plural number and single number
          respectively.

          Chairman - can someone move that the Club adopt the new Interpretation regulation?
          Moved ; Paul Crisp
          Seconded ; Geoff Scarffe
          Chairman - Are there any speakers for or against the motion?
          Chairman - can I have a show of hands for all those in favour of the motion?
          All those against?
          Motion was carried unanimously.

          Ted Lawrence – Mr Chairman can we have it confirmed that we have all received these documents some time ago and we
          have all read them at length so I would like it said that we do not require them to all be read out unless someone wishes the
          Chairman to read them out and we will accept that they are taken as read.
          Chairman – Thank you Ted I will address that as we go.

2.
          2.1    Check in/Check out Procedures
          Chairman – does any person wish me to read this section or are we happy to take it as read.
          No members responded so we will go to the motion.

Current Regulation;
       There is no current regulation in regards to this matter

Reason for change;
      The visitors to the Club are often staying on balconies and in bar-b- q areas into the early mornings and this has
      an adverse effect on other guests.
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New Regulation;
      (e)     Visitors are only permitted at the Resort between 9.00 am and 10.00 pm.

        Chairman - can someone move that the Club adopt this new regulation in regards to Check in/Check out Procedures?
        Moved ; Deidre Piggott
        Seconded ; Ian Hyde
        Chairman - Are there any speakers for or against the motion?
        Chairman - can I have a show of hands for all those in favour of the motion?
        All those against?
        Motion was carried unanimously.

3.
        3. USE OF APARTMENTS:
        Chairman – does any person wish me to read this section or are we happy to take it as read.
        No members responded so we will go to the motion.

Current Regulation;
       3.1    Number of Persons

        No two bedroom apartment shall have more than six persons in residence at any one time (or seven if a mother,
        father and their children) and no one bedroom apartment shall have more than four persons in residence at any
        one time (or five if a mother, father and their children).

Reason for change;
      This may be confusing as a person occupying a lot at the Resort for any period of time may include visitors. Also
      maybe one parent and six children will be staying, or two couples and three children – is this OK? Also nothing
      stated about the age of the children.

New Regulation;
      3.1     Number of Persons

                 (1)     One Bedroom Apartments:

                 A one bedroom apartment shall not have more than four persons in residence (i.e. Residents) at any one
                 time. However the Manager of the Resort may permit a higher occupancy for a family.

                 A one bedroom apartment shall not have more than eight persons (i.e. Residents and Visitors) at the
                 Resort at any one time. However the Manager of the Resort may permit a higher occupancy for a family.

                 (11)     Two Bedroom Apartments:

        A two bedroom apartment shall not have more than six persons in residence (i.e. Residents) at any one time.
        However the Manager of the Resort may permit a higher occupancy for a family.

        A two bedroom apartment shall not have more than twelve persons (i.e. Residents and Visitors) at the Resort at
        any one time. However the Manager of the Resort may permit a higher occupancy for a family.

        Chairman - can someone move that the Club adopt the new regulation regarding Use of Apartments?
        Moved ; Ted Lawrence
        Seconded ; Steve Hall
        Chairman - Are there any speakers for or against the motion?
        Steve Gorman – Over the years the word infant has been an issue and we have now taken the clear definition out and allowed
        it to be determined by the managers. I do feel that this is the correct way to go and could lead to issues with management. It
        needs to be finite in terms of occupancy and not have this as an issue for management to control the number of guests in the
        resort.
        Barry Burling – what is the scope of the one and two bedroom units? What are the rules in relation to Health and Safety
        issues? I think we should reduce the number of guests in rooms not increase them.
        Graham James – I am the person who has architected the changes to the articles together with Ivan at the Club and it has
        been my intention to create a better and clearer scope of who may be in the resort and not define it to just families, such as
        Mum, Dad and their children. There is a need to have a little more open standard and to give management the control seemed
        the appropriate way to go.
        Martin Atley – I am concerned that we have now put staff in the front line to deal with the angry guest if they have to make
        the decision.
        Darrel Smith – maybe we need to have people put their requests in writing to the Club before coming.

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       Phillip Oldershaw – We are blessed with the current management but when they go where do we go from here? It could be a
       manager who allows 20 people in a unit.
       Ivan Hill – the rules are not followed now. Members are supposed to report how many guests they have at the resort but they
       do not.
       Chairman – all great points but we need to move on.
       John Rossi – this would mean that we could have up to 12 people in a 2 bedroom and 8 people in a 1 bedroom as visitors.
       Ian Hyde – I have been involved in the setting of rules and regulations and it needs to be a little open as the more you fine
       tune it the harder it gets so let’s go with the suggested move.
       Chairman - can I have a show of hands for all those in favour of the motion?
       All those against?
       Motion was carried 100 to 8.

4.
       4. CONDUCT AND GENERAL USE OF THE RESORT:
       Chairman – does any person wish me to read this section or are we happy to take it as read.
       No members responded so we will go to the motion.

       Current Regulation;
       4.1    All persons, whilst at the Resort, shall:

                (iii)    Not conduct themselves in any manner which shall or may be a nuisance, disturbance, hazard,
                         or an unreasonable interference with the use and peaceful enjoyment of the Resort by other
                         members and guests.

                (iv)     Not use any language or behave in any manner which is or
                         maybe or is likely to cause reasonable offence or
                         embarrassment to other members and guests.

       Reason for change;
       To bring the wording of the Regulation into line with the Qualifications

       New Regulation;
             (iii)   Not conduct themselves in any manner which shall or may be a nuisance, disturbance, hazard,
                     or an unreasonable interference with the use and peaceful enjoyment of the Resort by other
                     Residents and Visitors.

                (iv)     Not use any language or behave in any manner which is or may be or is likely to cause
                         reasonable offence or embarrassment to other Residents and Visitors.

       Chairman - can someone move that the Club adopt this new regulation in regards to Conduct and General Use of the
       Resort?
       Moved ; Frank Renouf
       Seconded ; Ian Waters
       Chairman - Are there any speakers for or against the motion?
       Chairman - can I have a show of hands for all those in favour of the motion?
       All those against?
       Motion was carried unanimously.

5.
Current Regulation;
       4.2     The Disposal of Rubbish and General Cleanliness
        Chairman – does any person wish me to read this section or are we happy to take it as read.
       No members responded so we will go to the motion.
       All persons whilst at the Resort shall:

                (i)      Have regard for the keep clean, neat and tidy their apartment, and all other parts of the Resort.

Reason for change;
      Wording is not proper grammar

New Regulation;
              (i)        Have regard for and keep clean, neat and tidy their apartment, and all other parts of the Resort.

       Chairman - can someone move that the Club adopt this new regulation in regards to The Disposal of Rubbish and General
       Cleanliness?
       Moved ; Sharne Scarffe
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        Seconded ; Paul Crisp
        Chairman - Are there any speakers for or against the motion?
        Chairman - can I have a show of hands for all those in favour of the motion?
        All those against?
        Motion was carried unanimously.

6.
Current Regulation;
       6.     VISITORS:
       Chairman – does any person wish me to read this section or are we happy to take it as read.
       No members responded so we will go to the motion.

        Members and resident guests:

                (a)       May invite visitors to the Resort but such visitors may only at the Resort whilst in the company of
                the inviting member or guest;

Reason for change;
      The visitors to the Club are often staying on balconies and in bar-b- q areas into the early mornings and this has
      an adverse effect on other guests. This is in line with change 2 above.

New Regulation;
      6.      VISITORS:

        Residents:

                (a) May invite Visitors to the Resort but such Visitors may only be at the Resort between the hours of
                    9am and 10pm, and only whilst in the company of the inviting Resident;

        Chairman - can someone move that the Club adopt this new regulation in regards to Visitors?
        Moved ; Ted Lawrence
        Seconded ; Mike Steward
        Chairman - Are there any speakers for or against the motion?
        Chairman - can I have a show of hands for all those in favour of the motion?
        All those against?
        Motion was carried unanimously.


                                    Changes to Articles of Association.
7.
        Chairman – does any person wish me to read this section or are we happy to take it as read.
        No members responded so we will go to the motion.

Current Definitions;
       There are currently no current definitions for these new ones in section 2.

Reason for change;
      These definitions are missing and need to be clarified for future reference.

New Definitions;

        In this clause unless the context otherwise requires:

        "Act" means the Corporations Act 2001

        "Associate" has the same meaning as in the Act;

        "Board" means the Board of Directors of the Club from time to time;

        "Chairperson" means the chairperson of Directors for the time being of the Club and includes any deputy
        chairperson or other person who is acting for the time being as chairperson of the Directors;

        "Director" means a director of the Club;



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        "Interest" in a Share includes any interest in that Share or in any of the voting or other rights pertaining thereto,
        whether legal, equitable, vested, contingent, prospective, contractual, fiduciary, present, and future or without
        limiting the generality of the foregoing, created by way of option or informal arrangement.

        "Prescribed Capacity" means directly or indirectly, legally or beneficially, alone or in aggregate jointly with, by or
        through any Related Body or in any other capacity whatsoever;

        "Related Body" includes an Associate, Related Body Corporate and a Related Entity;

        "Related Body Corporate" has the same meaning as in the Act;

        "Related Entity" has the same meaning as in the Act;

        "Relevant Related Body" means, in relation to any Member each person who is, at any relevant time, a Related
        Body of that Member;

        "Share" means a share of any class in the issued capital of the Club;

        Chairman - can someone move that the Club adopt this new Article in regards to Definitions?
        Moved ; Mike Steward
        Seconded ; Evan Tweedie
        Chairman - Are there any speakers for or against the motion?
        Unknown member – I am confused what is the difference between a Lot and a Unit?
        Chairman – we have to look into it for you.
        Chairman - can I have a show of hands for all those in favour of the motion?
        All those against?
        Motion was carried unanimously.

8.
New Articles;
       Chairman – does any person wish me to read this section or are we happy to take it as read.
       Members requested that the new article be read.
Current Article;
        The is no current article for these items;

Reason for change;
      The Committee feels it is necessary to protect our Club from any type of takeover or unreasonable control of the
      Club that may detrimentally affect the smooth and proper running of the Club.

New Articles;
       6 (B) Maximum Numbers of Shares Which May Be Held

        Notwithstanding anything in the Constitution expressed or implied to the contrary, without the prior approval of the
        Board (which can be given, refused or withheld in its sole and absolute discretion and without the need for the
        Board to give any reasons) no person or Member may, in any Prescribed Capacity, at any time, hold or be
        entitled to hold in aggregate including any Relevant Related Bodies, more than 100 Shares.

        6 (C)    Notification of Number of Shares

        Each Member who becomes aware that the Member and all Relevant Related Bodies in aggregate hold any
        interest (however described) in more than 20 Shares, must without delay give written notice to the Club
        identifying the interest held in each relevant Share by the Member and each Relevant Related Body.

        6 ( D)   Maximum Number of Votes Which May Be Cast

        Regardless of the number of Shares held by any Member or in aggregate by that Member and any Relevant
        Related Body, on a show of hands or on a pool or on any ballot or other method of determining the intentions of
        the Members conducted by or in relation to the Club (Including by any relevant proxy, attorney or representative
        of that Member or Relevant Related Body) that Member and all Relevant Related Bodies shall in aggregate have
        no more than 20 votes.

        6 (E)    Calculation of Votes

        If any Member individually or in aggregate with any Relevant Related Body casts or seeks to cast more than 20
        votes whether on a show of hands or on a poll or on any ballot or other method used to determine the intentions
                                                               8
of the Members conducted by or in relation to the Club (including by any relevant proxy, attorney or
representative of that Member or Relevant Related Body) the Board Directors shall determine which 20 of the
said votes cast shall be counted and all other votes cast by the Member and any Relevant Related Body on that
occasion shall be deemed invalid and of no force or effect.

6 (F)        Chairperson

Notwithstanding the above provisions of this clause the Chairperson may, at a general meeting of the members of
the Club, if appointed proxy by any Members, cast votes on behalf of those Members in accordance with any
written directions given by those Members as to how they wish their votes to be cast, providing that such
Members are not Relevant Related Bodies of the Chairperson.

Chairman - can someone move that the Club adopt this new Article in regards to New Articles?
Moved ; Don King
Seconded ; Peter Good
Chairman – I do have one speaker for the motion and he will come forward now.

Darryl L Smith speaking in general support of the proposed amendments to the articles of association but
suggesting other matters for consideration and of a scheme of arrangement or reform of proprietary ownership

Mr Chairman, I rise to speak because I have considered the issues of succession, redevelopment, competing and
common rights of title holders and shareholders in the resort and as to their respective values.
I, my wife and our four adult children between us and in various forms of proprietorships own 12 titles in the
Resort and hold 12 shares in the Club.
It is my view that there are three distinct rights of ownership associated with the Silver Sands Resort which carry
both present capital values and present liabilities, namely:
        1.      The right of ownership in the undivided share of the land held by title.
        2.      The right of shareholding in the authority holding the 99 year lease of the land. (I.e. the Silver Sands
                Resort Club Inc.)
        3.      The transferable licence to occupy as granted by the leaseholder. (I.e. the Silver Sands Resort Club,
                Inc)
A proprietor listed on a land title by way of ownership or by way of lease or as a shareholder of an incorporated
body may be:
        1.      A natural person or persons with holdings held in common or jointly.
        2.      An Incorporated Body under various General or Private Acts of Parliament.
        3.      Trustees or a trustee company of a Trust holding titles to real property or to the property itself or as
                to a shareholding in an incorporated body, on behalf of beneficiaries, with or without discretion in
                respect to the share of benefits to be granted each named or class of beneficiary.
In general, title holders have the right of sale or transfer of their interest in land (as vendors) to a new proprietor
(as purchasers) for a value or consideration set between them and by no other.
Leaseholders may own building structures on leasehold land and may or may not be entitled to compensation or
of rights of renewal on the occasion of expiry of the lease.
Liabilities relating to Title Holders (Owners) are mostly of a legal nature relating to taxation, transfers of title, loss
of title, maintenance the voting roll of owners and other common costs attributable to owners. These actual
liabilities have been subsumed by the Silver Sands Resort Club, Inc.
The liabilities of the shareholders are exercised by the incorporated club are costs associated with leasehold,
including rates, improvements to buildings, purchases of land and property and undertakings of the formal
business of the club.
The liabilities attributable to proprietors’ right of transferrable licence to occupy include the maintenance fees to
meet the costs of providing residency, facilities and management of the club.
It is my view that the titles to proprietary ownership in the land and building structures are reduced by the
following factors.
        1.     By leases, covenants, liens and mortgages over the land. This is the case with the Silver Sands
               Resort in respect of lease. It may also be possible to exercise a mortgage over proprietor titles in
               respect of liabilities that arise from future maintenance fees.

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      2.   By sale of the building structures to the leaseholder. It is my view that this should happen.
      3.   By rights of compensation or renewal on expiry of lease. This is not the case with the Silver Sands
           Resort but in my view it should be.
      4.   By land being held in common with other land owners. This is the case with the Silver Sands Resort.
      5.   By limitation of voting rights. Now proposed.
It is my view that that the capital value in the shareholding in the leasehold and club is reduced by the following
factors.
      1.     The net value of the transferrable Licence Right of Occupancy.
      2.     By the class of share or occupancy right. In the case of Silver Sands Resort Fixed Red, Floating
             White or Blue weeks, one or two bedroom apartments.
      3.     By the liability to pay maintenance fees.
      4.     By limitation of voting rights. Now proposed.
Although I support amendments to the Articles of Association to protect the investment and rights of Owners &
Shareholders I think that there are better ways in the long run to achieve this.
Firstly I am of the opinion that the collective rights of existing owners be protected by formulation of a body
corporate with power to sell the underlying land, building structures and the licences to occupy to any corporation
essentially consisting of the same proprietors, including and preferably to the existing Silver Sands Resort Club,
Inc.
Secondly I would ensure that the rights of shareholders and the rights of the licence to occupancy be separated in
some formal manner.
 The rules of the club, in my view, should be exercised by members being all natural persons listed as a
proprietor on one or more titles limited by the total number of shares and democratically with one member one
vote. In my own particular case, my family would control six votes although holding 12 shares.
The articles of association, in my view, should be exercised by shareholders as follows:
      1.     A natural person to a maximum of 52 votes per shareholder or a couple in accordance with the
             number of shares held.
      2.     In the case of shareholding held in trust the shares shall be distributed to the natural persons as
             entitled beneficiaries.
      3.     In the case of shareholding held by any other legal entity but one vote shall be afforded to any
             ultimate owner in accordance with the number of whole shares held.
      4.     If a trust or other legal entity does not or is unwilling to disclose the names of persons entitled to vote
             they shall be restricted to but one vote as a shareholder.
Additionally I am of the opinion that a Trust Deed be drawn up appointing trustees that may:
      1.     Hold Titles and Share Certificates on behalf of Proprietors.
      2.     Be proprietors on behalf of named beneficiaries.
      3.     Be proprietors on behalf of the Silver Sands Resort, Inc.
The power of appointment of trustees shall rest in the hands of the direct beneficiaries of the Trust.
Pen ultimately I turn to the issue of relative value between ownership by titles and ownership by share in the
lease.
I have assumed an average value of each title to be $4,000 and a discounted rate of future value of 3.25%. On
that basis the value of the units of title is 9.4% or $375.14 and the value of the shares is 90.6% or $3,634.86.
Other limitations of value have not been taken into account. Almost all the value is attributable to shares. As
time goes by value is shifted from the shareholders to the titleholders.
Now is the best time to consider action to apportion value more accurately and to change the arrangements for
our holdings in the resort and give more power to undertake future activities whilst respecting present values of
proprietors.
In law title holders have real and individual power relating to their share of proprietorship in land. On the other
hand shareholders may be subject to majority interests. Majority interests are be expressed through voting power
that may be limited in some way in favour of minority interests.

                                                      10
The proposal for consideration is a method to look after or protect the minority interests of shareholders, which is
probably all of us.
I am not entirely happy with the number chosen. I believe good reasons can be given to one shareholder one
vote, one proprietor one vote, 25, 26 or 52 votes per share but 20 seems arbitrary.
I am concerned that an arbitrary limitation on voting might be challenged by any one or more shareholders in
Court.
Lastly I wish to refer to two further suggestions that may leave the proposals for alteration of the articles of
association immune from any possible challenge in the courts.
       1.   A sunrise clause that gives, say, a one year hiatus before the amended rules become operable.
       2.   A sunset clause, say a further three years, after which the amended rules lapse unless, otherwise
            confirmed or further amended.
In making these suggestions I do not make formal proposals but I am prepared to second such a proposal.
In conclusion I support the proposal to amend the Articles of Association; I have suggested some possible
improvements and I consider that there are possible future schemes of arrangement that should be studied.
In raising these matters i have given voice to matters that assist the meeting in demonstrating that they have
given due consideration to issues that may be in the interest of shareholders not present.
Chairman – Thank you Darryl. The committee will look at your recommendations in the future.
Barry Burling – When Mr Smith started I thought he was against the motion and when he finished he was for it. I think there
should be one vote per member not share.
John Kalmar – paragraph 6(D) has a word being Pool but was read out as Poll is this a typo? And if so can this be passed in
its current form?
Chairman – asked the auditor to clarify
Chris Burton – BDO Audit WA P/L I would clarify that I am not a lawyer and do not give legal advice but I would consider
that it is the intent of the paragraph that matters and can be passed in its present form.
Steve Gorman – Has this new article been passed by a lawyer?
Graham James – this has been written by a lawyer and passed into the articles of several clubs in the Eastern States and I
believe New Zealand. When I attended the ATHOC Conference last year it was a subject that was discussed by many at
other Clubs and I discussed this at length with a lawyer who was good enough to give us a copy of this article that has been
adopted by several other Clubs. We have gone down this path to protect the interests of all the shareholders of the Club. This
is the background of the motion and it works for the whole Club.
Ted Lawrence – I support what the committee are doing here. I don’t know if all of you are aware of the sinking of the
Yunderup Resort (River Resort) which we tried to save from being sold but a takeover happened and we lost our Club. This
is a motion that is needed and it will protect all the members of this Club. River Resort is under the Managed Investment Act
and those smart people from the East took it over and because of the shareholding we lost the Resort.
Geoff Scarffe – Not familiar with the article but we should move on the motion.
Steve Gorman – Silver Sands has over 1,800 owners and it is not the same as River Resort. This is a strong Club and it would
be impossible to accumulate enough shares to take over the Club. This restriction may come back and bite us as a lot of
people may want to sell and we need to be looking at redevelopment plans and this may restrict a developer. I think this is an
unnecessary change.
Martin Atley – I think we are moving in the right direction but how did you come up with the number? Why 100?
Chairman – The number is arbitrary.
Graham James – The number has been increased to 100 because the other clubs had fewer members and so their maximum
number of shares was less.
Chairman – We chose 100 why not 50. It is just an arbitrary number and was considered at length as to how vulnerable we
are in comparison to River Resort. There are a number of management companies looking for reduced value weeks. As a
Board we have sought to protect all members. As Ted said, 400 votes would out vote us here tonight.
Martin Atley – At the time of redevelopment this may be a problem as people may seek to profiteer on our shares.
Chairman – We have members that have close to the 100.
Martin Atley – I still think this may leave us open.
Armando Rossi – If the redevelopment happens the market will take care of this situation. You are talking about a
redevelopment in the future and this will find its own level playing field. Some people may take advantage and profit share.
Martin Atley – 100 shares is still too high.
John Rossi – They will just get another company to hold their shares.
Martin Atley – No John, under this new article you can’t do that.
Steve Gorman – 6(C) is not a fair clause. What is the penalty to members who don’t dob in an offender? It is basically a
threat. 6(D) has limitations on voting rights. I have 66 weeks and have supported the Resort for 20 years. I object to the fact
that I am being treated as a second class share holder. I have been a member of the Board for 20 years and acted as Chairman
for a considerable time. I support the Board. I have no problem with the 100 weeks limit. I am having my vote cut by 70%
and it is most inconsiderate of the Board to do this to me. I am now a second class shareholder reduced to 20 votes
irrespective of the shares I own. I think this is too restrictive on all of us and the Board does not need to do this.


                                                         11
        Chairman – For the benefit of all shareholders these clauses are needed. We have considered your situation and are prepared
        to look at possible changes next year.
        Geoff Scarffe - If you require a change there is nothing to stop it being put to a special general meeting.
        Chairman - can I have a show of hands for all those in favour of the motion?
        Darrel Smith – I would like to propose a poll
        Chairman – Can all those in favour please hold up your voting cards.
        These were collected and counted by the Auditor (Chris Burton)
        Chairman - All those against? Please hold up your voting card.
        These were collected and counted by the Auditor (Chris Burton)
        Motion was carried 204 for, 87 against, 8 abstained.

9.
THE COMMITTEE AND OFFICE BEARERS
      Chairman – does any person wish me to read this section or are we happy to take it as read.
      No members responded so we will go to the motion

Current Article;
       47.      The office-bearers of the Club shall consist of a President and a Vice-President both of whom shall be
       members of the Club.

Reason for change;
      To keep the Club in line with a politically correct name.

New Article;
       47.     The office-bearers of the Club shall consist of a President (also called Chairman or Chairperson) and a
       Vice-President (also called Vice-Chairman or Vice-Chairperson) both of whom shall be members of the Club.

        Chairman - can someone move that the Club adopt this new Article in regards to The Committee and Office Bearers?
        Moved ; Deidrie Piggott
        Seconded ; Mike Stewart
        Chairman - Are there any speakers for or against the motion?
        Chairman - can I have a show of hands for all those in favour of the motion?
        All those against?
        Motion was carried unanimously.

10.
ARTICLE 52.1
      Chairman – does any person wish me to read this section or are we happy to take it as read.
      No members responded so we will go to the motion

Current Article;
       52.1     After the Prescribed Date the election of the members of the Committee shall be conducted in the
       following manner:

        (e)     If there be more candidates nominated than there are available positions, a ballot paper shall be
                prepared containing the surnames and then the first names of the candidates in the order as determined
                votes.

        (f)     The ballot paper, after being initialed by the Returning Officer, shall be handed to each member of the
                Club or to the authorized proxy of a member prior to the annual general meeting. At the same time a list
                of the candidates’ names in alphabetical order shall be displayed in a conspicuous place at the registered
                office of the Club.

        g)      The voter shall mark the ballot paper by placing a tick opposite the names of the candidates from whom
                he wishes to vote, in accordance with the directions stated on the ballot paper. On such a ballot for each
                candidate for which the member voted, the member shall have one vote for each share held. The
                completed ballot paper shall be deposited into a ballot box by the start of the annual general meeting and
                the ballot shall be closed at this time.

Reason for change;
              To clear
              To allow every members vote to count rather than having any invalid votes due to improper marking.

New Article;


                                                                12
(e)       If there be more candidates nominated than there are available positions, a ballot paper shall be
          prepared containing the surnames and then the first names of the candidates, in order as determined by
          a ballot conducted by the returning officer and two scrutineers.

      (f) The ballot paper, after being initialed by the Returning Officer, shall be provided to each member of the
          Club or to the authorised proxy of a member prior to the annual general meeting. At the same time a list
          of the candidates’ names, with surnames in the same order as the ballot paper, shall be displayed in a
          conspicuous place at the registered office of the Club.

      (g) The voter shall mark the ballot paper by placing a tick, cross, number or other mark opposite the names
          of the candidate or candidates from whom he wishes to vote, in accordance with the directions stated on
          the ballot paper. On such a ballot for each candidate for which the member voted, the member shall have
          one vote for each share held. The completed ballot paper shall be deposited into a ballot box by not later
          than the start of the annual general meeting and the ballot shall be closed at this time.

Chairman - can someone move that the Club adopt this new Article in regards to Article 52.1 ?
Moved ; Steve Hall
Seconded ; Ian Hyde
Chairman - Are there any speakers for or against the motion?
Steve Gorman – do I get 66 or 20?
Graham James – the reality is we missed this potential anomaly so we will have to go with what is there and fix it later.
Chairman - can I have a show of hands for all those in favour of the motion?
All those against?
Motion was carried unanimously.

9 Any Other Business;
Chairman – The committee is aware and looking at safety issues at the Club with new RCD’s and hard wired smoke alarms
being fitted. A new fence around the golf course and car park for the safety of children. And the indoor pool has been
attacked by Ivan, Dianne and Raelene with jack hammers and they have been, together with the other staff, repairing,
repainting and retiling all the indoor pool area. It looks great. We have also set plans in place with a company to do a 20 year
plan for the Club so we can see where to from here. This is an effort to keep the resort in good shape for the years to come.
We are also currently upgrading the security cameras around the resort so that the safety of guests and staff are better
protected.
Smoking at the Club has progressed to only allowing it on balconies of units and provided we are not beaten by legislation
we will be on target to have a non-smoking resort by 1st January 2012
We have not forgotten the pool fencing at the outdoor pool but have not come up with a solution at this time. As a matter of
interest we had the resort inspected by Occupational Health and Safety recently and they did not see this as an issue, but we
will continue to look for a solution to this for all. We also want it to look good.
Martin Atley – is price a problem?
Chairman – No. We are just looking for the best option.
Barry Burling – re carbon tax. Has the committee considered the impact of this on the Club?
Chairman – I have no idea what this will do to anyone.
John Kalmar – I am glad that the indoor pool has been cleaned up but what about the sauna? It is not a very nice sauna it
needs cleaning badly.
Ivan Hill – It is hard to fix a 25year old sauna without putting in a new one.
Martin Atley – With regards to the new rules regarding occupancy of units will this discretion be given to all staff and how
do we police it. I am concerned about the safety of staff.
Chairman – Everyone is vulnerable and we need to look at all issues with regards to safety and that is why we are getting
new cameras. Only management will have discretion on occupancy matters.
Matin Atley – Cameras only say who did it.
Dianne Hill – Management are always available by phone if they are not at the resort.
Ted Lawrence – I have stayed at many resorts and Ivan and Dianne and staff must be commended for the state of Silver
Sands Resort and the way it has been run. We have never had a special levy and the club is healthy and well, all due to
management and staff.
Chris King – The sinking fund has over one million dollars in it where is this money?
Ivan Hill – All our funds are kept in investment account with Westpac.
Constance Barnes – When I am at exchange resorts I get charged a utilities fee. Why do we not have this at Silver Sands
Resort so that we are not paying for other exchanges?
Chairman – I have not been hit with this but I will put it to the committee.
Peter Faulkes – I thought we were going to restrict smoking to certain units what happened?
Chairman – We looked at this but just found it too hard to handle as we don’t know who smokes and who does not before
check-in. Also it was requested at the last AGM to progress to being a non-smoking resort.
Graham James – We did a survey on smoking at the club over a four months period and it was very clear that people want
the resort to be a non-smoking resort.
Martin Atley – What is going to happen to members who smoke and where do they go?
                                                             13
Chairman – It will be legislation so they won’t have a choice. Possibly the car park but that is a public place so that will be
ruled out also.
Ian Hyde – The sign at the pool says you can’t swim after sunset.
Ivan Hill – The health department set these rules but as a club we have allowed members to swim up to 8.00pm until advised
otherwise.
Terry Barnes – What about sharing between member’s weeks owned in other clubs?
Ivan Hill – Members will receive a survey on this soon to see if there is any way we can assist members with this type of
thing.


Chairman; we ask you all to stay and enjoy a cuppa and meet with the committee and staff.


The Chairman then thanked the members for their kind support and attendance tonight and invited them to stay for
    refreshments.

Meeting Closed at 8.40 pm.
                Signed as a true and correct record of the proceedings.

                                      This ________ day of __________ 2012

                                              …………………………
                                               (_______________)
                                                   (Chairman)




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