| MINUTES OF THE ANNUAL GENERAL MEETING HELD ON 28 APRIL 2018 AT THE CITRUS HOTEL, COVENTRY, UK |
| 1. Chairman’s Welcome and Introduction The Chairman opened the meeting on time at 11.00 am. The Chairman thanked everyone for attending promptly and explained the procedure in relation to the Agenda and how it was expected for people to be courteous and respectful. It was made clear that everyone wishing to speak would be allowed to do so, but priority would be given to new speakers before people who had already spoken could speak again. It was stated that there was an official recording purely to aid the minutes and that there must not be any other recordings or devices used to stream the meeting. All these matters were agreed by verbal consent. The Chairman introduced the top table and invited guests. Present were the Committee members Carol Parkinson (President), Ann Burston, Terry Smith and Roger Lindsay. The guests were Paul Motion (BTO Solicitors, Scotland), Hiro Bulchand (Administrator and solicitor in Spain), Veranne Wilkinson (Chief Executive of Hutchinson Trustees) and Salvador Garcia (ex-Manager of Los Claveles). The Chairman also introduced Ray Steele who had previously been appointed as an Advisor to the Committee and was a Director of Club Los Claveles Limited; Dot Steele who was taking the minutes; Frank Westfield who was the appointed Officer for the Management of the Database and Website on behalf of the Club and owners; Pauline Westfield who was helping her husband; and Rachael Fletcher who had been working on the registration of proxy forms for some weeks and was managing the registration and voting. The meeting joined with the Chairman in thanking everyone for their tremendous contributions to the Club. Long standing owner Bill Jones from Holland-on-Sea in Essex who wasn’t able to attend the meeting in person sent a recorded video message which was played back at the beginning of the meeting to wish everyone well. Bill also wanted to relate the story of the owners in the shared property where he lives taking over control of the maintenance from the managing agent. From his own personal experience of this Bill encouraged owners at Los Claveles to do the same in order to gain the benefits of reduced cost and increased security. He also alerted owners to the rising cost of renting holiday accommodation in Los Cristianos which made Los Claveles an attractive proposition for any property development or holiday company to gain more from it becoming an aparthotel than a timeshare resort. 2. Committee Report The Chairman drew the meeting’s attention to the written report circulated with the Agenda and stated that it was necessary to read this out but he would make particular reference to the various matters contained within it for discussion. 2a. Paul Motion was invited to report on the legal matters in Scotland Paul stated that the Arbitration was complete, except for the residual issues of costs. WimPen took the matter to appeal and lost. The situation remains that WimPen has been ordered to return all the Club’s property, including money and the Members’ Register. It was also confirmed that WimPen did not have a contract to provide services to the Club. Paul apologised that the Arbitration had taken so long and said that this had been due to the Arbitrator. Paul noted that WimPen is still not complying with the Arbitrator’s Orders. FNTC: Paul stated that this legal case is continuing. FNTC were asking for WimPen to indemnify them. If they received this indemnification they would comply and transfer to Hutchinson. This appeared unlikely and therefore the matter may not be concluded until the end of the year. WimPen’s solicitors: Pinsent Masons had been dismissed by WimPen and replaced by Brodies Solicitors. Hiro Bulchand was invited to speak about actions in Spain Hiro confirmed that the Constitution was Scottish and the results of Arbitration had to be honoured and enforced is Spain. This was progressing. WimPen, who say they are acting Administrator, have no right under Spanish Law to deny access to an owner and to insist they pay them prior to occupation. This matter is in court. The Spanish court has written to WimPen and a decision is awaited. Following these statements there was a general debate. Colin Hyams (Unit 81 week 29) asked if the change of WimPen’s solicitor could delay the case in Spain. Hiro replied that the case in Scotland had been settled and was now under enforcement. Paul stated that the Arbitration was final and binding. John Bailey (Unit 55, week 48) commented that the Onagrup Manager on the Resort was not concerned with Scottish law, only Spanish law. Paul replied stating that WimPen had contracted into Arbitration and were bound by it. Hiro stated that WimPen had taken part in the Arbitration and could not now change their mind. 2b. Member Certificates Carol Parkinson, President explained the Club system of issuing certificates of use and the other system used by Escritura owners. Escrituras (deeds) for the Club are owned by the Club but held in trust by the Trustees who are employed by the Club. FNTC was given notice in 2012 that its contract had ended and was instructed to hand the Trusteeship to Hutchinson. FNTC was paid expenses to facilitate the transfer. Certificates should have been issued by the Trustee but FNTC had allowed WimPen to issue them. The Presidentreferred to the fact that all delegations to WimPen were withdrawn in July 2015, and also that WimPen no longer had a contract with the Club after 3 May 2017. This meant that all certificates issued by WimPen from these dates were done without the Club’s permission and were regarded by the Club as illegal. WimPen and sales representative Steve Cowell had been notified and warned not to continue issuing certificates. It was not necessary to exchange certificates for valid ones prior to August 2015 but owners having certificates after this date needed to send them to the Club Chairman with a request that they be replaced with valid certificates. A facility was also made available at the end of the meeting for certificates to be exchanged. The Chairman explained that certificates were necessary to prove membership of the Club. It was not legal for WimPen to issue certificates after 31 July 2015. Attention was drawn to the fact that evidence had just come to light that WimPen had issued certificates to various companies and tried to use those weeks as votes for this AGM. At the 2015 AGM WimPen used 176 votes that they said they owned but they had tried to use 1201 votes based on the certificates they had issued to these companies. The evidence suggested that the weeks issued to the companies by WimPen were in fact the cancelled weeks which were the property of the Club. The Chairman raised concern that the transfer of these weeks could only have been done with the support of FNTC. The meeting was reminded that two directors of FNTC, Mr Declan Kenny and Mr Philip Broomhead, were also directors of at least one company owned by Onagrup. The Chairman reiterated that only the Club Committee can issue legal certificates as stated in the Constitution. Mr Peter Maycock (Unit 69, Week 9) was concerned that WimPen was creating a conflict of interest by taking part in voting at the AGM using weeks that they owned at Los Claveles. 2c. Members’ Villa Access Carol Parkinson, President explained the situation regarding WimPen continuing to demand owners pay maintenance fees when arriving at the Resort. The process of advising members was working reasonably well. Carol reported that the process of members being able to bank their weeks with Dial an Exchange was working very well. She also reported that the meeting that the Committee had in March with Dimitris Manikis, the Vice-president of RCI, had born fruit, with a manual system being set up to assist owners banking weeks and points. Frank Westfield, Officer for the Website reminded members to register their RCI membership details as this assisted the banking of weeks. Colin Hyams said that he had contacted RCI many times and was still having problems with them. In reply, the President advised RCI members who had paid their maintenance fee to the Club to give the Committee permission to advise RCI of this and to make contact with RCI by telephone in order to use the temporary manual system. 2d. Opposition Group Mr Farquhar (Unit 102, Week 4) spoke about the self-appointed group which he understood was being led by Mr Barrow. The Chairman stated that he was aware of Mr Barrow’s activities on behalf of his small group of supporters. The Chairman was of the strong opinion that they were working on behalf of, and sponsored by, WimPen. They have admitted that they are in regular contact with Mr Castro. The Chairman reminded the meeting that he was only representing the Club because it was the wishes of the members. He had been elected to do a job that he was performing to the best of his abilities. He has always said that he would either stay until the work was completed or the membership no longer wished him to represent them. The Chairman stated that he would accept a vote of no confidence if someone wished to propose this. He asked the meeting if there was a proposer. The room fell silent. After the Chairman stated that there was not a proposer the room gave spontaneous applause. 2e. Membership Register The Chairman advised that WimPen continued to use the Members Register which was the property of the Committee. Paul Motion, in answers to questions from James Gordon (Unit 51, Week11) and Peter Booth (Unit 31, Week 24) stated that a “Class Action” in Scotland was not yet possible but changes in the law may come about in the latter part of the year. Paul stated that the holding of personal data under the Data Protection Rules has to be by consent and may only be used for legitimate reasons. Paul’s view was that the activities in this regard by WimPen did not appear to be in any way legal. 2f. Management System The Chairman introduced Peter Booth who spoke on this matter. Peter explained that the Club would need such a system when it was in a position to manage the Resort. Peter stated that his whole career had involved procuring these kinds of contracts with suppliers. He was aware that everything needed to be investigated thoroughly. Progress had been made. On behalf of the Committee he had identified 11 companies and these have been shortlisted down to 4 that would be capable of delivering the requirements. The shortlisting had involved interviews and comparisons on quality and price. The matter is progressing. 2g. Unfair Dismissal The Chairman reminded the meeting that Mr Pengelly, as the DOA President and supported by Onagrup, had dismissed the Reception staff and the Manager. The Reception staff had settled out of court and had received compensation. Salvador’s case was taken to a tribunal in Tenerife. At the Chairman’s request, Salvador spoke to the meeting. Salvador stated that he had become uncomfortable carrying out the instructions that were being given to him by Onagrup. He was however dismissed unfairly. He took his employer to court and won his case. The Chairman stated that this was an appropriate time to take a 10 minute comfort break. The meeting resumed at 12.30 At this point the Chairman paid tribute to his wife Rachael without whose fantastic support the work he did would not be possible. Rachael had also worked extremely hard in dealing with the proxy votes and Registration. She was meticulous in everything she did. The Chairman also paid tribute to Frank Westfield’s wife Pauline who had assisted. It was necessary to recognise the contributions of not only the Committee and helpers but also of their husbands, wives and partners. Rachael advised the meeting on votes available. * In the Room 235 * Proxy Votes 664 * Total 899 Tellers were appointed. The Chairman called for a vote to accept the Committee Report. There were 805 votes in favour and 94 against. The Chairman declared the Committee Report ACCEPTED. 3. Committee Member Election The Chairman stated that there was only one nomination received which was for Mr Farquhar and his statement had been sent out with the papers for the meeting. The Chairman asked if there were any further nominations as it was possible for nominations to be taken at the meeting. The Chairman declared that there were no further nominations and that: Mr Farquhar was elected unopposed. The Chairman spoke in praise of all the work and dedication given by Ann Burston, the retiring Committee member, who had been supported by her husband Richard. Richard had also given his time to the Committee dealing with loans and donations. The Chairman stated that the work that they had done had made a big difference to the progress of the Club. On thanking Ann and Richard the meeting showed their appreciation by applause. Mr Farquhar then thanked members for their support. He confirmed that he had been working for the Club for some time in the background and now he was stepping up to the committee role. He acknowledged that there was still a huge task ahead and that members would have to remain resolute to win through. 4. Approval of the Minutes of the previous AGM held on 10 September 2017 * Proposed by Colin Hyams * Seconded by Alex Lovatt * There was no debate. This was put to the vote. * In favour 804 * Against 81 The Chairman declared the Minutes ACCEPTED as a True Record 5. Matters Arising from the Minutes of 10 September 2017 There were no matters arising. 6. 2017 Accounts and Budget for 2019 The Chairman drew attention to the Explanatory Note sent out with the AGM papers stating that it was not possible to deal with this matter in the desired way as the information had been denied to us by WimPen. However, the Committee did wish to give as much information as possible. The Chairman introduced Roger Lindsay to give a report. Roger began by reminding the meeting of Mr Pengelly’s remarks that Onagrup would continue to take actions designed to run the Club out of money and true to form this has been shown to be their intention. 6a. The Resort had 5,250 weeks in total. The first phase sold by Wimpey Homes Holdings were sold as Escritura. This represented 1,200 weeks. The second phase sold by Wimpey Homes Holdings and later WimPen Leisure SA was sold by the Club System.This represented 4050 weeks. This meant that the Club owned more than 83% of the Resort. It was not possible to have a more accurate figure without access to the Member Register. However it was known that many Escrituras have been converted to Club. If maintenance was paid on all the weeks it would provide an income of €1,571,300 per year, but not everyone pays. 6b. In January 2015 Mr Pengelly informed us that there were 800 “Cancelled Weeks” that belong to the Club. This had the potential to deliver €1,000,000. 6c. The Administrator of the Development Owners Association (Common Parts) is obligated to provide separate accounts and to invoice the Escritura and Club Communities but this has not been done. The DOA is only responsible for the upkeep of the Common Parts NOT for the villas. 6d. The Club has received donations and loans in order to fund legal fees forced upon it by WimPen/ Onagrup. 6e. The Committee has spent money on equipment and expenses such as Room Hire for General Meetings. The Chairman at this point stated that the average cost to meetings organised by the Committee was around £2,000 which was very good value compared to the cost of £14,000 when organised by WimPen. 6f. Legal Fees. The Committee was advised by FNTC to seek advice from Mr John Hughes of the legal firm Shakespears. This turned out not to be good advice as we later found that FNTC directors were connected to Onagrup and John Hughes had previous relations with FNTC through timeshare organisations. We had the assistance of Sydney Mitchell Solicitors in order to stop FNTC organising a new meeting in support of WimPen. This was successful. As matters had to go to Scotland under the Constitution Sydney Mitchell recommended BTO Solicitors based in Edinburgh. Fees for the support of BTO are ongoing. Hiro Bulchand has been retained as Administrator and lawyer for actions in Spain. The fees for these services are ongoing The Arbitrator in Scotland took longer than anyone expected and he had to be paid before he would produce his findings. We had to defend the appeal by WimPen which cost £32,000. Only a maximum of 60% of this is recoverable from WimPen under Scottish rules. Recovery had commenced but WimPen had not yet paid. 6g. The sound system for the meeting (and future meetings) cost £800 after a big discount had been secured. 6h. All travelling costs for Committee Meetings had been subsidised by the Committee Members at no cost to owners. 6i. The Committee purchased a company in Spain so that the staff and all resort matters could be financed legally in Spain (not yet used). There is no money in this company account. 6j. All Club money is held in an HSBC account in the name of Club Los Claveles Limited (This Company is owned by the Club). Records and statements are kept and will be open to audit and full disclosure once the dispute with WimPen/Onagrup has been resolved. In answer to questions from Mr Fitch (Unit 68, Weeks 2&3), Christine John (Unit 63, Week 7), Mr Gordon (Unit 51, Week 11), Mr Hall (Unit 74, Week 7), Mrs Parnell (Unit 17, Week 10), Mr Booth and Mr Jameson (Unit 33, Week 7), Mr Lindsay confirmed that the Company accounts were due to be filed by the end of May 2018 to comply with Companies House rules. The Committee was not aware of the amount of Club money being spent by WimPen but money should not be spent without Committee approval. The Committee was aware that money was being spent on the small pool but no approval had been given for this expenditure. Contrary to what owners had been told by the Manager it was not a legal requirement to do this work to existing pools. The change in the law only applied to new pools. It was accepted that this work may be desirable but should not have been done without the Committee’s or Members’ approval. There was no information regarding quotes being obtained for the work. The Chairman commented that in the past even Mr Pengelly would never authorise work without proper quotes and Committee approval. 7. Resolution to change the Constitution and become a limited company Carol Parkinson, President introduced this item. The President referred to the 2015 AGM when 90% of owners were in favour of terminating the contract with WimPen. Then a Club member who was a company lawyer advised everyone that Club members would be liable for any costs involved in litigation and compensation. This had the effect of worrying a lot of owners. As a not for profit company all monies would be put into the company for the benefit of the Resort. Legal advice has been received and the view is that this would be in the long term safety interests of members and the Resort. The members needed to give approval for the Committee to change the Constitution in order to protect the members and to move to limited company status. The Chairman added to the report. It was explained that in Spain it was necessary to have a company in order to run the Resort. This is why for the last 30 years the Club has had to depend on a company such as WimPen to manage the resort. This is the reason why the Club owns a Spanish company so that the Club can manage the Resort via that company. The Club’s existing UK based company is presently controlled by the members of the Committee at the time it was set up. The Chairman, the President and Ray Steele are the directors. The ideal situation that we wish to move to is where the Company is the Club (or vice versa) and the elections for Committee members will also be the elections for the company directors. It is anticipated that the elections for these representatives would not change from the present system as shown in the Constitution. The members liability in the company would be £1. A debate followed and questions/comments were taken from, Ian Jameson, Christine John, Alistair Boyd and Keith Raper (Unit 65, Week 31). It was clarified that the members would be protected by a company limited by guarantee and this would be £1. This would be written into the Articles of Association. The Constitution would be revised to protect members from possible take-overs by companies such as Onagrup. The following Resolution was put to the vote: “This meeting gives full authority to the Club Committee to investigate and action, when appropriate, the transfer of Club Status to that as a Corporate Body which is limited by guarantee. The company will belong to the members. The Board members will be the Committee elected in the way determined by the Constitution which is to continue to be elected every three years. The Committee is also instructed to make any necessary amendments to the Constitution to enable this action and to take any measures necessary to protect the club and individual members.” * Votes in Favour 790 * Votes against 106 The Chairman stated that in order for this resolution to be carried it was a requirement that there was a 2/3rds majority. As this had easily been obtained he declared the resolution CARRIED. The Chairman also stated that in an earlier version of the Constitution there was a requirement for a 3/4 quarters majority. If this had been the present rule the motion would still have been carried. The Chairman thanked everyone for their overwhelming support. 8. Resolution to authorise the Club Chairman to cast all the Club’s votes at any meeting of the Development Owners Association The Chairman gave some history as to how in previous years the Club was allowed to vote at the DOA meeting and then Mr Pengelly stopped this from happening. It was wrong for the Club, who represented around 85% of the Resort, not to be allowed to vote. James Gordon, Mr Fitch, Alex Lovatt and Colin Hyams joined in the debate. It was stated that Mrs Martin, WimPen tried to use over 1,000 proxy votes for this meeting but they had not been properly authorised and were disallowed. Members recalled the previous voting systems. Members who had attended the last DOA meeting, as they were Escritura owners, stated that the voting was unacceptable and unfair. It was stated that it appeared Mr Roger Barrow was being set up to take the President’s position for the DOA. The following resolution was put to the vote: “This meeting is concerned about the lack of representation at meetings of the Development Owners Association. It therefore authorises the Club Chairman or his proxy to vote on behalf of the Club members at DOA meetings. All of the Club members votes for certificates of use, in excess of 4,000, are to be used by the Chairman for the benefit of the Club. The Club Chairman is also authorised to use the voting capacity to call a meeting of the DOA whenever deemed necessary by the Committee.” * Votes in Favour 787 * Votes Against 99 The Chairman declared the resolution CARRIED The Chairman declared that the meeting was now coming to an end. He reminded everyone to take away the various documents that were available and in particular the Data Protection information. He intimated that there would be an opportunity for members who had not wished to speak openly in the meeting to speak to Committee members afterwards in private. Veranne Wilkinson from Hutchinson Trustees was invited to address the meeting. She stated that the Club was very fortunate to have such a great Committee, and so many supporting owners, unlike other organisations she had knowledge of. Veranne wished the Club every success for the future. Escritura owners who were present congratulated the Club on its progress and encouraged all Escritura owners to support their general meeting the following week. The Chairman thanked everyone for attending, and for their contribution, and closed the meeting at 3.15 pm.  Albert Fletcher Chairman, Club Los Claveles 30 May 2018 |