|
Goodwood Court (Hove) Management Ltd.
Minutes of the Annual General Meeting Held at the Goodwood Court Medical Centre,
Hove, 5th May 2007.
1. Present
Dr N Higson (Chair)
Mr D Powell
Mr & Mrs Aherne
Mr Mark Randall
Mr J Sibthorp
Mr G Barry & Mr R Watt
Ms A Elliott
Mr J Foley (proxy appointee for Mr Tan)
Mrs P Redfern (proxy appointee for Mr Simon Whelan)
Mr J Critchley & Mr S Huiston
Mrs Symes
Present only for part of the Meeting
Ms Srinivasan
Ms S Rich
The beginning of the Meeting was disrupted by Ms Srimvasan & Ms Rich in
submitting proxy voting forms and by Ms Srinivasan demanding that she he
accepted by the Meeting as being eligible to be a Director. The Chair stated the
proxy forms were not valid as they required submission 24 hours prior to the
Meeting, Further, Dr Higson as Director & Company Secretary had sought legal
advice as to the eligibility of Directors. This advice was that Ms Srinivasan
was not eligible. The Meeting accepted Dr Higson’s ruling as Director & Company
Secretary.
2. Minutes of the A.G.M. 13th May 2006
No comment objections were raised to the above Minutes distributed to all
Shareholders 24th May 2006.
3. Agenda Item 1
To consider & if thought fit passing the
resolution as an ordinary resolution, special notice being given pursuant
to
Sections 379 & 303(2) of the Companies Act 1985
ORDINARY RESOLUTION
That James Sibthorp be and is hereby removed from office as Director of
the Company
The grounds for the Resolution (as submitted by & signed by Mr D
Powell & Mr J Foley, 17 April 2007) were read out to the Meeting by the Chair
and Mr J Sibthorp responded.
The Meeting did not want to consider the Resolution but asked Mr J Sihthorp to
consider resignation so that his good works could be acknowledged and he could
"leave on a good note"
The Meeting adjourned for 5 minutes to allow for the above
consideration.
AGREED: Mr J Sibthorp submitted his resignation; this was accepted with a
vote of thanks for all the works he had done in the past & with the hope that he
will continue to assist residents as in the past.
4. Agenda Item 3
To appointlreappoint Mr Richard
Truelove (Sykes Darby Truelove) as Auditors of the Company (and to seek
the renumeratien of the Auditors)
The Chair explained the need for the Company to have the support of
professional auditors to comply with the Companies Act and the queries from
Solicitors relating to sales of flats and tenancies.
AGREED: The Meeting agreed the appointment of Mr Richard Truelove.
(the renumeration package to be reported to the
Shareholders)
5. Agenda Item 4
To transact any other business which may be. lawfully transacted
at an Annual General Meeting.
To exclude members of the public who are not members or notified
proxies of
the Company
In the light of the Chair’s ruling on membership and notified proxies, Ms
Srinivasan and Ms Rich left the Meeting.
Managing Agents
The Chair advised that the Company needed the support of professional Managing
Agents. The benefits of such advisors could be, better Building Insurance
Policy, correct wording of Maintenance Demands and legal follow-up of
non-payments, help line for emergency call-outs and advice on new regulations.
The Meeting was concerned that if maintenance is excluded from the Managing
Agents brief, there is a need to clarify the job specification and obtain
quotation for the work.
AGREED: The Directors to review the submissions of Managing Agents as
presented to the 2006 A.GM. and to negotiate an appointment but
also to write to all Shareholders informing them of the terms of the
appointment.
Appointment of Lawyers
The Chair advised of the need to appoint Solicitors to deal with the various
matters set out below:
Dr Higson has appointed Dean Wilson Laing to issue required legal process to
recover the Company Documents from Ms Srinivasan.
Mrs Iyengar Shareholder of Flat 21 (Ms Srinivasan manages this rented Flat) owes
£2,460 in un-paid maintenance charges. Legal action has been taken and a County
Court hearing is expected to take place soon.
Mr Weinstein Lessee of Flat 15 owes in excess of £9,500 in un-paid
maintenance charges. The matter has been put in the hands of solicitors where Mr
Weinstein has offered to repay the debt at £85 per week.
AGREED: The Meeting supported the above 3 legal actions and agreed the
appointment of Dean Wilson Laing as Solictors to represent the Company
Continued
Lease Work
The Chair explained that the firm CCC Law of Hailsham (contacted by Ms
Srinivasan to undertake work on Lease amendments- see
Directors Report 2006-
2007) had undertaken some limited work on lease amendments. The
situation had become confused due to the intervention of Ms Srinivasan and it is
recommended that this work be brought back to Dean Wilson Laing. It is expected
that the Company will be liable to some fees due to CCC Law. DWL are to be asked
to draw up an amended lease for 999 years and, subject to the approval of the
Directors, the amended Lease will be available to Shareholders at their own
cost. The Company is to bear the cost of the initial work by DWL.
AGREED: The Meeting.confirmed that it wished Dean Laing Wilson to draw up the
amended Lease and this to be made available to Shareholders at their own cost.
Directors and Company Secretary
Dr Higson explained that the Director & Secretary resignations from June 2006
required the setting up of a new Board. Dr Higson is now Director & Company
Secretary and Mr Mark Randall is now the only other Director. Dr Higson proposes
to resign as Company Secretary and Mr Foley (although not a Shareholder, but is
eligible as a Secretary) has agreed to become Company Secretary for a
transitional period of say 2-3 years. Additional Directors may come forward in
the future.
AGREED: The Meeting confirmed the reappointment of Dr Higson and Mr Mark Randall
as Directors and Mr Foley as Company Secretary.
Future Building Works
The Chair outlined the scope of future maintenance/repair works:
- Roof had been "carefully
patched" and hopefully had some life expectancy. Mr Randall questioned need for
repairs. Mr Randall & Mr Foley to inspect
- H & S requirements for the
Lift were to be undertaken
- Further painting and
decorating to the Lift lobbies needed, particularly ground floor lobby. Any
ideas?
- The Asbestos Survey of the
lobby areas has to be undertaken under H&S regs.
- Fire Detection/alert system
will be fully investigated.with the Building Control Department to ascertain the
minimum appropriate system.
- Car park layout is
satisfactory as is, not intended to mark it out as spaces.
Maintenance Charge for 2007 onwards
The Chair stated that it is proposed to retain the "Usual Charge" (20 per £1
Ground
Rent per 6 months). The Meeting confirmed the polIcy of building up a
Maintenance
reserve and not a "cash call"
AGREED:
Company Records
The Chair explained that the Company can function, albeit with some initiatives,
until the Records are recovered.
Home Sellers Packs
The Chair explained that these will soon be needed for any Shareholder wishing
to sell. The incoming Managing Agents will be able to advise further on these
requirements
.
Other Business
Date of Next Meeting: Saturday
17th May 2008.
Dr Nigel Higson
John Foley
15th May
2007.
NOTE: Shareholders may obtain minutes of all Directors’ Meetings being
held from May 2007 until May 2008 upon
request to Dr Higson as Company Director.
c
| 
