AGM minutes 2013

MINUTES OF THE FIFTY FOUTH ANNUAL GENERAL MEETING OF SHAREHOLDERS OF WHARENUI APARTMENTS LTD HELD IN THE FOYER, 274 ORIENTAL PARADE, WELLINGTON, ON TUESDAY 21ST MAY 2013 AT 5.30 PM.

PRESENT:
Mr. O. R. Nees – Chairman
Mrs. G. T. Clarke
Mr. D.M. Evans
Mr. P. Graham
Mr. A.G. Short
And 28 Shareholders

IN ATTENDANCE:
Mr. S.H.E. Raphael – Secretary.

MEETING OPENED.
The Chairman welcomed everybody to the meeting and thanked them for their attendance. He confirmed that the meeting had a quorum of at least five shareholders present in accordance with the Constitution.

APOLOGIES:
Mr. P. Hollier             Mr. & Mrs. M. D. Bisdee                 Ms. A. M. Young
Mr. K. Ross                 Mr. & Mrs. M. K.Bolland                 Mr. & Mrs. G.J. Carras
Dame Margaret Bazley

Motion : That the above apologies be sustained.
Proposed: Mrs. P. M. Miles
Seconded: Mrs. P.A. Mitchell                         Carried.

SHAREHOLDERS WHO DIED DURING THE YEAR
The Chairman told the meeting that Lady Danks, Mr. J. L. Anderson and Mr. J. Drake had died during the year. He asked those present to stand for a minute’s silence in respect.

PROXIES:
The Secretary reported that the following proxies had been received:
FROM:                                           IN FAVOUR OF:                   NO. OF SHARES:
Ms. A Selwyn                                 Mrs. J. Campbell                               6,600
Dame Margaret Bazley                 Mrs. J. Campbell                               11,050
Estate of Mr. J.L. Anderson           Mrs. J. Campbell                                 8,700
Ms. P. Jefferies                               Ms. A.M. Young / Ms. S. Day           5,450
Ms. A. M. Young                           Ms. S. Day                                         9,850
Mr. J.L. Law & Mrs.M. L. Law     Mr. O.R. Nees                                     8,300
Mr. P J.G.Hollier                           Mr. O.R. Nees                                     4,824
Mr. M. L. Hollier                           Mr. O.R. Nees                                    1,543
Ms. S E Hollier                               The Chairman                                       933

MEETING PROCEDURE.
The Chairman told the meeting that voting would be by show of hands, except in regard to the Election of Directors for which a poll had been demanded by the requisite number of shareholders in accordance with the Constitution.

CONFIRMATION OF THE MINUTES OF THE PREVIOUS ANNUAL GENERAL MEETING HELD ON THE 17TH APRIL 2012.

The Chairman reported that the above minutes had been confirmed by him in accordance with the Constitution. A copy of the minutes had been previously circulated to shareholders with the Notice of Meeting.

MOTION: THAT THE STATEMENT OF INCOME AND EXPENDITURE AND THE BALANCE SHEET, THE REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31ST DECEMBER 2012 BE RECEIVED.

Proposed: Mr. O. R. Nees
Seconded: Mr. R.A. Oakly
As the Chairman’s Report had been previously circulated it was taken as read.

The Chairman then asked if Shareholders had any questions. He said that shareholders could only speak on the contents of these reports. Any other matters could be raised under the heading “General Business”.

Mr. G. E. Simons asked the Chairman that under the item Repairs and Maintenance/ Contingencies in the Budget for the year ending 31st December 2013, would he give shareholders a list of the special projects which are proposed under this heading.

The Chairman said that there were no special projects planned, only routine day-today requirements.

As there were no further questions the motion was put and carried.

ELECTION OF DIRECTORS
The Chairman reported that the election would be carried out by a poll. A voting slip would be given to the Shareholder representing each apartment. Where there are joint shareholders present, then the shareholder first noted in the share register is the shareholder entitled to vote. The votes would be collected in a box and given to two scrutineers from the auditors to count.

The Chairman spoke in support of Mr. Evans and Mr. Graham who were up for re-election. He noted that they had been directors for several years and made valuable contributions to the running of “Wharenui” by virtue of their strong commercial backgrounds and other skills.

Motion: That Mr. D. M. Evans be re-elected a Director.
Proposed: Mr. O. R. Nees
Seconded: Mr. A.G. Short

Motion: That Mr. P. Graham be re-elected a Director
Proposed: Mr. O. R. Nees
Seconded: Mrs. J.C Campbell

Mr. R.A.Oakly said he had been asked to speak on behalf of Ms. A.M. Young. He said Ms. Young apologised for not attending the meeting but she had unfortunately a prior commitment which she could not alter. He then gave brief details of her qualifications and positions held while working. Although she had only been resident of “Wharenui” for just over a year, he felt she would make a positive contribution if elected.

Motion: That Ms. Young be elected an additional Director.
Nominated: Mr. R.A. Oakly & Mrs. M. E. Oakly
Seconded: Ms. M.J. Almao & Mr. G. E. Simons

Mr. G. E. Simons asked the Chairman why the word “additional” had been put in the notice of meeting when the total number of Directors the company could have as per the Constitution was nine. The Chairman replied that the Board felt that seven Directors were sufficient to run the company efficiently.

Mr. R. A. Oakly said that at the last AGM the Chairman had invited shareholders to put their names forward for consideration as new Directors. He felt if a shareholder did that, he or she should be welcomed onto the Board.

The Chairman replied that the Constitution requires any new director to be subject to election by the shareholders.

The meeting was then adjourned for voting to take place. When all votes had been collected the Chairman re-opened the meeting.

APPOINTMENT OF AUDITORS
The Chairman advised that the previous auditors had resigned and that the directors had engaged PKF Martin Jarvie in their place. That firm had changed its name to Staples Rodway Wellington.

Motion: To appoint Staples Rodway Wellington as auditors to hold office from the conclusion of this meeting until the conclusion of the next annual meeting and to audit the financial statements of the company to the extent agreed with the directors, for a fee and expenses to be fixed as agreed by the directors with the auditor.

Proposed: Mr. O. R. Nees
Seconded: Mr. D. M. Evans                                 Carried.

GENERAL BUSINESS
Insurance: Mr. G. E. Simons asked the Chairman why a notice issued in June 2012 had said that the term “fullest insurable value “ as stated in the Constitution meant that the building’s insurance policy had to be for replacement insurance when the two legal opinions he had received said the company could be insured on an indemnity basis.

He also said that the two legal opinions should have been circulated to Shareholders.

The Chairman responded by saying that the notice had been based on an oral opinion but when the matter had been examined in more detail by a specialist lawyer it was interpreted differently. We had two legal opinions, one old and one recent to support indemnity insurance but there was still confusion in the market place as to the exact meaning of the words. In respect to circulating the legal opinions to shareholders he said that these were legally privileged to the company and Directors would not be circulating them.

Mr. G. E. Simons disagreed with this explanation.

Mrs. P. A. Mitchell asked the Chairman if he could give a comparison of the market value of the building and its indemnity value for insurance purposes.

The Chairman advised that the building’s assessed market value as per the accounts was $15.5M and the indemnity insurance value is about $12.0M.

Mr. G. E. Simons said that the Directors should call a meeting of shareholders and discuss what they intend to do about the earthquake rating of the building as prospective buyers of apartments were put off by its low rating. He also requested that the Board obtain a comprehensive report from the engineers Beca to see what can be done to strengthen the building to an acceptable earthquake rating.

The Chairman advised that the directors would consider calling a meeting of shareholders to discuss all aspects of the building’s future. He felt it would be a waste of shareholders’ money to have a report by Beca costing up to $60,000 with very little prospect of the report showing it was practical or affordable to have the building strengthened. Also feedback from real estate agents indicated that the current rate of levy is the main obstacle to sales.

Mr. G.E.K. Sare said that the current insurance policy had left out many risks which the old AMP policy contained, namely adequate alternative accommodation for shareholders and allowing shareholders to build on forty different sites.

The Chairman replied that the company does not legally have to insure for alternative accommodation for shareholders and the reason for changing the insurance company was to get a much better deal for shareholders.

Letting of Apartments: Mr. G. E. K Sare asked if the Board would consider changing the rule which prohibits the letting of apartments as this would help their sale.

The Chairman said he doubted that the Board would favour such a change as shareholders liked the way it is.

Change of AGM Date: Mr. G. E. Simons asked why the AGM’s date had been changed.

The Chairman said that in 1993 the Companies Act changed the timeframe for sending out the Financial Statements from ten to twenty clear working days to Shareholders, but this had nor been picked up by the company.

Entertaining on the Roof: Mr. L. V. Klee asked if the Directors would consider providing facilities for entertaining on the roof.

The Chairman said that the Board had considered this proposal several times in the past but it had always been rejected on grounds of cost. There are also practical difficulties in regard to poor access and likely problems in keeping the area tidy.

Security: Mr. G. E. Simons asked the Chairman what progress had been made in regard to the security of the building and the identification of people at the front door.

The Chairman advised that the Board had started to investigate these proposals but had had to stop due to financial considerations following the increase in insurance costs.

Rubbish Bins: Mr. G. E Simons asked the Chairman about the proposal to fence in the rubbish bins.

The Chairman said that the proposal had been abandoned due to issues of practicality.

Window Frame Survey: The Chairman advised that the Building Superintendent and a Director would shortly be visiting all apartments to assess the condition of the steel window frames. The last such survey was done in 2011.

ELECTION OF DIRECTORS
At that point the auditors produced the results of the poll, which the Chairman announced as follows:

Mr. D.M. Evans   Votes for: 220,600       Against: 18,050         Elected.
Mr. P. Graham     Votes for: 202,100       Against: 36,550         Elected
Ms. A.M. Young: Votes for   85,400     Against 162,000         Not Elected

VOTE OF THANKS.
Mrs. Jill Campbell said on behalf of shareholders she would like to thank the Chairman and Directors for their dedication and hard work during a difficult year which ensured the company ran efficiently and the building made a pleasant home for residents.

The meeting passed the vote of thanks with acclamation.

There being no further business to conduct the meeting finished at 6.55 pm.

Signed     O R Nees                                     Date         18 June 2013