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STRATFIELD PARK LEISURE LIMITED

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					                    STRATFIELD PARK LEISURE LIMITED

                          ANNUAL GENERAL MEETING

                          Friday August 17th . 2007 , 7.35pm


Present

Directors

       John Smith    Chairman
       Ash De Silva Deputy Chairman
       Jeff Ankin
       Helen Beach
       Ian Beach
       Dennis Blackburn
       John Pearce
       Paul Turnbull
       David Wheeler

       Plus 53 residents who attended the meeting

1.     Apologies for absence
       Mr & Mrs Boast, 25 Chawton Crescent
       Mr & Mrs Fuller, 2 Peckover Court

Chairman’s welcome

The Chairman explained that the AGM this year had been changed from a Sunday to
a Friday in the hope that more residents would be able to attend. He introduced
himself and the other Directors. It was explained that the board of directors, are all
residents who work on a voluntary basis maintaining and running the centre.

Specific responsibilities are as follows:

John Smith: Chairman who looks after the overall day-to-day running of the centre.

Ash De Silva: Deputy Chairman who looks after all our financial matters.

Paul Turnbull: Responsible for transfer documents and liasing with solicitors and
estate agents when a new resident moves in.

David Wheeler & John Pearce: Responsible for the swimming Pool and Spa. They
work with Martin Cook who is now contracted to maintain the water quality in the
pool and spa. John Pearce is also responsible for building maintenance

Jeff Ankin: Responsible for running the Stratfield Leisure Website and also
responsible for the CCTV cameras around the centre. Jeff is in charge of building
security and liases with Securitas who are employed to check the building. Jeff has
recently installed the new key fob entry system. This was in response to the failure of
the old system. See Jeff if you have any entry problems.
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Dennis Blackburn: Our longest serving Director. Dennis has been a Director for over
20 years and is probably the busiest. He is responsible for all our Health and Safety
matters, including dealing with insurances, fire protection, liasing with the utilities
and dealing with our gardener. Dennis has also negotiated some deals with the council
regarding our rates.

Ian and Helen Beach: Both joined as directors last year. Helen will be responsible for
all forthcoming special and social events. Ian will look after the forward planning for
the centre.

The Chairman proceeded to give thanks to the following people who are not Directors
but provide invaluable services to the centre.

Varsha De Silva: Attends to all the book keeping, banking and chasing of arrears.

Barbara Swain: Looks after all the centre bookings for functions and parties held at
the centre.

Michelle Turnbull: Michelle is our company secretary. She works with her husband
Paul handling all the property transfers.

The Chairman, on behalf of the residents, thanked all those mentioned above for their
efforts and hard work in running the centre over the last year.

Residents were then asked if they all had an agenda for the meeting; there were spares
for those without.

At this point no questions were asked and residents were informed that cheese and
wine would be available after the meeting.

2.       Minutes of Previous Meeting

         The minutes of the previous meeting held on Sunday 30 th June 2006 were
         accepted as being true and accurate.

3.       Matters arising

         There were no matters arising.

4.       Financial report

         Ash De Silva presented the accounts up to December 2006. The accounts have
         had their annual audit. Ash conveyed our thanks, once again, to Chancery
         (UK) LLP for completing another good job.

         The following items on the SPLL profit and loss account for the year ended
         December 2006 (Report of the Directors and Financial Statements for the year
         ended 31 December 2006, page 11) were highlighted:

        Decrease in income of almost £1000. The reason for this being a drop in
         house sales from last year to this year.
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        An increase of £1153 for light and heat. This reflected the big national
         increase in the price of energy.
        Whilst the deal we have on our rates is still good, there was still an increase of
         £637.
        General maintenance has increased by £1079. This was due to the renewal of
         items that were worn out through wear and tear and also repairs to items that
         had been vandalised such as the basketball hoops (torn down from their
         housing).
        Repairs and renewals had a reduction of £2749 on the 2005 value. However,
         the costs for this item usually run at approximately £4000. The 2005 value
         was unusually high because of costs incurred buying lights for the pool and
         new carpet tiles. So overall the 2006 figure for repairs and renewals was not
         significantly different.
        Overall we had a net loss at the end of the year because fewer houses were
         sold.

The following items on the SPLL Balance Sheet 31 December 2006 (Report of the
Directors and Financial Statements for the year ended 31 December 2006, page 7)
were also highlighted:

        Ash pointed out that we are not currently permitted to hold a reserve so this
         maybe something that needs re-consideration in the future.
        The amount of money owed to us (debtors) has fallen since 2005. Varsha De
         Silva has done a great job in chasing much of this.
        Creditors are partly made up of those residents who have moved away from
         the area but have not cancelled their direct debits to us. Also they are people
         from whom we are still awaiting bills for services rendered.

The floor was then opened for questions:

Q        Can electricity and gas be itemised separately on future financial sheets?
A        Yes

Q        Of the debtors how many properties are in question?
A        Only £700 of the debtor‟s money is from unpaid maintenance fees. This
         constitutes 6 properties. Rates etc appear as debtors because of the time
         overlap.

Q        Can we „name and shame‟ residents who are debtors?
A        This is something that has been discussed by the Directors. Ash De Silva
         explained that as the 2005/2006 resident debtors money had been recovered
         successfully he didn‟t feel such action was necessary at present.

Q        How can sales go down if we have the same number of houses are here ?
A        An administration fee is charged for each sale and the number or houses sold
         each year varies.n. Some of the functions we have also generate income.



5.       Chairpersons Report


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“As the chairman it is customary for me to report on the previous 12 months activities
in this centre.

Firstly may I extend a warm welcome to all our new neighbours and hope you are
settling into our community and enjoying using this centre and all the facilities it has
to offer. Please feel free to contact any director if you have any queries or questions.

The building is now over 20 years old and the maintenance is increasing each year.
Some smaller jobs are carried out by the directors but for more specialised work we
now have to bring in outside contactors which can be very costly. One of the biggest
costs we have is maintaining the pool and spa. Martin cook is currently contracted to
look after this area to ensure we all enjoy the best water quality possible. In the last 12
months we have had to replace a pool pump and a spa pump, which were not cheap to
buy and install.
We know that there are certain areas, which need attention, but these can only be
worked upon when our limited finances allow. If any resident has any special skills
and would like to offer their services we would be pleased to hear from you as this
could help save us money.
Please rember this building belongs to you and is part of your investment and it would
be appreciated if more people would show an interest in helping with its upkeep
instead of leaving it to someone else. Even a simple task of picking up some rubbish
when seen would help.

The card entry system was installed about 18 years ago but recently the main board
whet down and could not be repaired so a new system had to found. Jeff Ankin spent
a lot of time researching the market and finally came up with the one we have now
using a key fob. This has cost us around £1,200, which was not in the budget for this
year. I would like to thank Jeff for all the hours he spent installing and getting the
system up and running. If you still do not yet have a new fob please see Jeff who can
let you have one.

The number of incidents we have had this year has dropped again due mainly
to the continuing use of securitas who patrol the building on Friday and Saturday
nights along with regular visits by the directors to check that the building is sec ure.
Fitting of the new safety door bars has also helped us reduce break ins.

I would ask those of you who have teenagers to ensure they know the rules as we
have had a few occasions where some have been found in the pool in the early hours
of the morning. The rules state that the centre should not be used after midnight. One
time I found a group with bottles and glasses in the spa. This is very dangerous and
costly as if glass gets into the pool we have to drain the whole system to avoid injury
due to broken glass.

In line with recent legistration we have now put up signs that advise everyone that it is
now illegal to smoke on these premises.

With regards to special events that took place over the last 12 months, due to the lack
of interest and support the directors felt it was not worthwhile organising any major
events. Even the last fun day was poorly attended with only a few residents in
attendance.


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Paul turnbull had great difficulty in selling tickets to the last event. This is a shame as
in previous years we have held events such as Elvis and Abba nights and those who
did attend had a really good evening. Helen beach is our new social events director
and is currently looking into the possility of arranging an event later on this year.
Please try and support these forthcoming events to keep them alive. When Paul or
Helen calls to sell tickets please say yes I would love to come!!! If any resident has an
idea for an event or would like to organise one please contact Helen or by the website
with your suggestion.

The only constant annual event is the children‟s party in December and may I once
again thank Jo Swain for arranging for Father Christmas to come along and hand out
presents to the children, which they always enjoy and look forward to. I hope he can
manage to arrange for Father Christmas to come again this year. Thank you Jo.

The Stratfield badminton club met every Thursday night to practise for achieving their
goal of one day winning the Milton Keynes league cup. No need to order the trophy
cabinet just yet lads as a bit more work needs to be done on that smash.

The directors hold a meeting every month to discuss any issues regarding the smooth
running of the centre and if you have anything you would like discussed please let us
know by putting a note in the post box.

I have served as a director of this centre for 8 years and have acted as the chairman for
the last 3 years. I had planned to step down this year but as no nominations were put
forward I volunteered to carry on as chairman for a further year. I will however
definatly stand down as chairman in the next 12 months to allow a new chairman to
be appointed and take over running the centre.

I would like to take this opportunity to thank my fellow directors for all their help and
support over the last 12 months in the running of this centre, as without their input it
would have been impossible.

That ends my report and I thank you for your time and attention.”

6.     Discuss and vote on resolutions put forward

1.     To receive and adopt the Accounts of the Company for the year ended 31 st
       December 2006.

       Proposed:       John Smith
                       4 Stratfield Court
       Seconded:       David Wheeler
                       6 Peckover Court


       For:          27 + 14 proxy Total: 41
       Against:      0             Total: 0
       Resolution Carried

2.     To re-appoint Chancery (UK) LLP, Chartered Accountants for the company.

       Proposed:       John Smith
                                             5
                     4 Stratfield Court
       Seconded:     David Wheeler
                     6 Peckover Court
       For:          28 + 14 proxy Total:42
       Against:      1 + 0 proxy Total:1
       Resolution Carried

3.     Increase the monthly fees to finance future maintenance.

       Proposed:       David Wheeler
                       6 Peckover Court
       Seconded:       Jo Swain
                       4 Hogarth

       David Wheeler explained his reasoning as follows:

“As with any building which is over 20 years old our centre needs more and more
maintenance each year.
The current level of fees only just covers the day-to-day expenses of running the
centre.
Over the next 2/3 years we will need to replace the Jacucci, window and doorframes
along with the hall floor if it cannot be repaired. In addition to these the drains are in
need of urgent repair.
Our current bank balance does not allow us carry out this work and unless extra funds
can be found these areas could fall into disrepute.
The last increase was on 1 st .January 2005 and in the original agreement it states that
the monthly fees will increase by the rate of inflation each year. This has never been
implemented, as due to the careful management by all the serving directors past and
present this has not been necessary.
I propose that the monthly fees be increased by 15% on all properties which would
yield an addition £6,000 per year which would go towards the general maintenance of
the centre.”

The floor was then opened for questions.

Q      When did we last have a fee increase?
A      John Smith explained that the fees last went up on the 1st January 2005. The
       one prior to this had been in 2000. It was pointed out that twenty years ago the
       fees had been £20 for a 3 bedroom house.

Q      Are we able to raise the monthly cost? Does this fit with our constitution that
       states that we are not permitted to keep a surplus of funds?
A      Ash De Silva reinforced the need for money to finance improvements and
       John Smith raised the fact that a new boiler alone had cost us £18000.

Q      More of a statement, it was pointed out that had the increase in fees been
       inflation linked then a four bedroom house would currently be paying £80 a
       month. More socials could raise more money.
A      n/a

Q      Dennis Blackburn stated that people say the place is tired, however Health and
       Safety have been through the centre with a fine toothcomb and the worst they
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       could find was dirty crockery in the dishwasher. Dennis pointed out that the
       Fire Protection people, the small appliance inspector and the large appliance
       inspector have all OK‟d the centre. Insurance guys at the Alliance &
       Leicester have said it is tired but they love it. The spa man didn‟t condemn it,
       he said it was ok. The heaters are noisy but what do we get instead? The Spa
       has nothing wrong with it. The windows have no faults. Dennis finished b y
       saying how a fellow had run round all the properties a couple of years ago
       persuading people to sell the centre because he couldn‟t sell his home because
       of it. Dennis thinks there is a fear syndrome and asked residents not to bow to
       it.
A      David Wheeler responded. He pointed out that a new spa would cost £16000,
       although this price could reduce to £12000 because existing pipe work could
       still be used. He also mentioned the 1- inch tilt to the left that the spa is on. He
       further mentioned wet rot, failing double- glazing and increases in heat loss.
       Derek Roe said that Dennis was wrong and that the windows are no good and
       should be at least an inch thicker. Derek also pointed out that the drains are
       bad and smell. Dennis informed us that the cleaner has not noticed this smell.
       Derek informed/ reminded everyone that Dynarod had sent cameras down the
       drains.

Q      One resident commented on the smell in the ladies showers. She attributed it
       to the drains and added that people don‟t come down to the centre because of
       the state of the showers.
A      John Pearce responded by explaining that if the directors are not made aware
       of these problems then they can‟t address them. Residents were asked to make
       sure the Directors know of any problems.

Q      Another comment was made about the smell in the ladies changing room.
A      John Smith explained further about the investigation carried out last year into
       the centres drains. David Wheeler added that the drains would be very costly
       to repair. David also pointed out that the steels above the swimming pool
       needed routine checking by qualified structural engineers.

At this point David Wheeler explained that if this resolution were carried we would
not move to resolution 4 or 5.

Q      Martin Cooke explained that the spa could be refurbished for one or two
       thousand pounds. He also stated that the tilt could be corrected. However if we
       did need to buy a new one Martin estimated the cost at £15000 because we
       need one fit for commercial use as opposed to private use. Martin felt that one
       or two thousand pounds would keep the spa running for a few more years. As
       for the windows Martin questioned why we needed to bring them up to new
       regulations? His feeling is that they serve a purpose and he further pointed out
       that stately home do not re-do their windows.
Directors raised concern over the lack of definite time spans given for the life of the
       spa.

Q      Why when there are 84 shares of the centre aren‟t the monthly charges the
       same?
A      Martin Cooke responded. He pointed out that the fee ratio is written into our
       transfer documents. They are as follows: 2 bed 0.706, 3 bed 1.059 and 4 bed
       1.412 of allmaintenance costa. He went on to suggest an increase in fees but
                                          7
       smaller than those suggested by David Wheeler. His suggestions were 2 bed
       £25, 3 bed £37.50 and 4 bed £50.00. David Wheeler added that Martins
       figures were correct and if we didn‟t increase the fees we may have to cut
       back the hours worked by our gardener, cleaners etc.

Q      Resident referred to a letter that he had sent to the Directors on the 9 th July
       2004. The letter voiced the residents concerns that the centre had become
       shabby and he itemised areas that he felt were in particular need of attention.
       He made particular reference to the lack of disabled facilities and the need to
       resurface the tennis court to name but a few. He was concerned that raising the
       monthly fees would not be sufficient to address his list of items needing
       attention.
A      John Smith acknowledged receiving the letter and referred to items that had
       received attention since. John made specific reference to the lack of disabled
       facilities. As a private club we do not legally have to provide disabled
       facilities. It would be great if we could, however such facilities cost a great
       deal of money, money that we do not have. John highlighted the need for
       residents follow the correct channels when they want something for the centre
       i.e. if disabled access is required then a resolution must be put forward asking
       for it. To date no such resolutions have been proposed.

David Wheeler stated that he felt that it was a disgrace that the centre has no facilities
for disabled people. The legalities of disabled facilities were discussed more along
with the lack of funds to finance such improvements.

Q      Would the fees be going down in three years?
A      No, if anything they would go up.

Q      If we sell does the council get first refusal?
A      One resident explained that the council got first refusal only during the first
       fifteen years. As we are beyond that period the council would not
       automatically get first refusal.

Q      The building needs to be maintained even if it is sold, maybe more so!
A      David Wheeler confirmed that the building would still be maintained however
       he re-iterated the possibility of cutting overheads if the fees aren‟t increased.
       Ash De Silva confirmed that the level of maintenance will remain at the
       present level and that increases in the fees are needed for capital
       improvements. David Wheeler stated that an increase in fees is necessary.

Q      Resident pointed out the need for us to remain loyal to our centre. If we
       devalue the centre, the effect it will have on house sales will be detrimental.
       We should focus on the benefit that the centre brings to our community.
A      n/a

Q      Dennis Blackburn stated that in twenty years the centre has never borrowed a
       penny. All of a sudden someone wants to sell. Why? If we need money in the
       future we can borrow it.
A      n/a



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Q       Resident stated that the heaters in the hall are highly inefficient. There are no
        flues and the fans appear to be old and inefficient. He could remember
        dumping similar ten years ago.
A       Health and Safety have passed the heaters and ventilation in the hall.

Q       Resident sought clarity on how the voting was to work for resolutions 3,4 and
        5. Another resident suggested that we just go straight to the vote to sell the
        centre.
A       David Wheeler clarified the voting procedure. He explained that the format
        needed to remain as stated in the agenda and also because of the proxy votes.

Q       It was raised that David Wheelers resolution was in conflict with his position
        as a director.
A       Ash De Silva explained that David Wheeler was proposing his resolutions as a
        resident and was not representing the directors as a whole.

Q       Resident pointed out that since the centre had been built many other centres
        have opened locally. These other centres had far more to offer in terms of
        recreational facilities. He recognised that the centre was a capital investment,
        but like other such investments (stocks and shares) there comes a time to sell.
        He was not necessarily voting to sell but voting to investigate the situation
        thoroughly.
A       n/a

Q       What is the value of the centre?
A       David Wheeler responded that when he was chairman some four years ago the
        centre was valued at £1.4 million.

Q       What would be built on this land if we did sell it?
A       A few people speculated.

Q       To sell off part of it e.g. tennis courts could devalue the rest of the land.
A       n/a

Voting for resolution 3; Increase the monthly fees to finance future maintenance.

        For:          9 + 7 proxy Total: 16
        Against:      23+8 proxy Total: 31
        Resolution defeated by 15 votes

    4. To sell the centre in its entirety.

        Proposed:       David Wheeler
                        6 Peckover Court
        Seconded:       Jo Swain
                        4 Hogarth

        David Wheeler explained his reasoning as follows:

“Should this resolution be passed an Emergency General Meeting would be called in
the near future and if at this meeting three quarters of the residents (as stated in all our
deeds) voted in favour of selling the centre a team would be appointed with view to
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selling the centre at the maximum market value. The proceeds would then be divided
between all the eligible residents.”

It was also stated that the centre hasn‟t been used by more than 25% of residents.
Over the years the centre has been an asset. Over the coming years it will become a
liability and therefore it needs to be sold.

It was explained that of the 84 houses, 63 or more would have to vote to sell.
Maintenance fees will need to be paid until it is sold. David Wheeler estimates that
the value of the centre is between one and a half and two million pounds.

The floor was then opened for questions.

Q       If 63 people need to vote to sell, what happens if there is no response from
        rental properties?
A       If 75% vote to sell then those not voting will be immaterial. Wording as to
        who votes needs to be checked.

Q       Will capital gains tax apply to any proceeds?
A       Yes

Q       Will we get a say in what goes on the land?
A       No

Q       Resident informed everyone that he had tried to sell his house two years ago.
        30 people viewed his property. Most of them were put off by the centre. He
        felt that the centre was no longer an asset. He no longer has children who use
        the centre and indeed no one else in his family use it. He has paid £10000 into
        the running costs of the centre so any proceeds from sales will only cover what
        he has paid into the centre. He apologised for putting the “fear of god into
        people two years ago”. After doing a survey of residents two years ago he
        calculated that 63% wanted to sell.
A       Ash De Silva bought article 4a of „The Companies Act 1985, Company
        limited by guarantee and not having a share capital‟ to peoples attention. It
        states, “…at an Extraordinary General Meeting…three quarters of the
        members……….shall have voted..in favour of a resolution…for such sale….”.
        What is not made clear within the document is whether this was three quarters
        of all 84 households or three quarters of those voting at the EGM. Clarification
        on this matter is to be sought by the Directors.
        David Wheeler emphasized that all 84 households will be contacted.

Q       A resident pointed out that if the land is sold then it might well be developed
        along with the existing council owned field adjacent to the centre.
A       n/a

Voting for resolution 4: To sell the centre in its entirety.
       For:            23 + 9 proxy Total: 32
       Against:        11 + 7 proxy Total: 18
       Resolution 4 carried by 14 votes.

At the point David Wheeler withdrew resolution 5.

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7.      Vote on nomination for new director.

     This year there is only one nomination for the appointment of Director and that is:
     -

     Mr Derek Roe
     3 Hogarth Court

     Proposed by:       Graham Sherwood
                        2 Hogarth Court
     Seconded by:       David Wheeler
                        6 Peckover

     For:      25 + 4 proxy Total: 29
     Against: 0 + 3 proxy Total: 3
     Derek Roe is voted onto the board of Directors by 26 votes.

8.      Any other business

     One of the residents passed on his thanks to all the directors for their hard work.

     Meeting closed at 9.25pm




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