|CHAIRMANS BRIEFING, 4 APRIL 2018
Voting to move from Club status to that of
a not-for-profit limited liability Company
|There is a proposal from the Committee at this year’s AGM asking members to support the Club moving to a company status. It has already been stated that this was due to professional advice being received. Many owners trust the Committee as the Committee have proven to be a hard working team people dedicated to the success of the Club even when faced with tremendous pressures to their personal lives having to deal with a hostile take-over attempt by Onagrup/WimPen. On your behalf the Committee has been very successful and wish to ensure the longevity of Club Los Claveles by doing what is necessary to help prevent any future threats to your Club and holiday enjoyment. Moving to a company status is a step towards your future security.
So far the majority of owners who have spoken out against this proposal are known Onagrup/WimPen supporters. They are a very small group but are very vocal. They are being assisted by WimPen/Onagrup to communicate directly with members on the resort while the elected Committee is denied its right of access to the noticeboard to give members accurate and reliable information.
Some details of the existing Company “Club Los Claveles Ltd”
The existing Company “Club Los Claveles Limited” was established on 5 August 2015. The original Directors are Albert Fletcher, Chairman, Carol Parkinson, President and Company Secretary and Ray Steele, Committee member at the time and now a Committee advisor.
No director has ever received any remuneration.
The Company is not-for-profit and therefore is not liable for tax.
The Company is not liable for VAT.
At the Directors’ (Board) Meeting held on 1 September 2015 the following resolution was passed: “The aims of the Company are to:
• Look after the interest of the members of Club Los Claveles, the timeshare Resort situated in Los Cristianos, Tenerife
• Act as the legal entity responsible for collecting maintenance fees and dealing with financial and management issues as may be detailed in the Club Constitution from time to time”
At the Directors’ (Board) Meeting held on 4 December 2016 the Chairman reported:
“He stated that the Company and its purpose had been stated to the members at the General Meeting of Club Los Claveles which had been held on 16 January 2016. The meeting had recognised the need for a fighting fund and this would be administered by the Company on behalf of the Club”
At the same meeting Carol Parkinson, Company Secretary reported:
“The General Meeting of Club Los Claveles held on 16 January 2016 supported the legal actions that may be required. The Company would have to meet the financial costs involved.”
At the Directors’ (Board) Meeting held on 4 June 2017 the Chairman reported:
“The General Meeting of Club Los Claveles had taken place on 22 April 2017. The meeting had overwhelmingly approved adoption of the Revised Constitution.
This Constitution confirmed that the Company “Club Los Claveles Limited” was the organisation enshrined in the Constitution to look after the affairs of the Club on behalf of the members”
The Club and the Company are not that different. The Articles of the Company and the rules of the Club Constitution have similarities.
• They have the same rules as to voting and proxy voting.
• You have to be a member and receive a certificate
• You vote for your Board of Directors as you do the Committee at General Meetings
• The members at a General Meeting have the final say.
• Members at a general meeting can dismiss their directors.
• Members at a general meeting approve accounts and budgets.
• Members can propose resolutions.
How it was
Up to the point when the Club decided to dismiss WimPen/Onagrup the control of the Club was with WimPen. Club members had no control or say in how WimPen was operated, in fact it had significant control over the Club by having two automatic unelected members on the Committee. I hope you can now begin to see why Onagrup believe they own the Club and why Ana Martin on behalf of Mr Castro has stated in March this year “We will not give up the Club”.
By decisions you have already made you have put faith in the Company incorporated on your behalf in 2015. By voting for the Club to be incorporated in 2018 you are becoming.one with the Company that is already looking after your interests by managing the finances of the Club and the employment of the Administrator.
Your General Meetings will be run exactly as they are now but when you elect your Committee Members you will also be electing your Board Members. As it is now the Board Members cannot be removed. You may think that in the short term this is a good thing but I believe in democracy so therefore this needs to change.
There are even more benefits that I need to mention.
Currently each Club Member is legally responsible for any debts or liabilities. This can include anything from legal costs to taxation (who knows what Spain will tax next). The Company has limited liability to each member of £1.
The Club does not have any insurance. The Company has Liability Insurance.
Should, as I hope, members agree to the resolution to become incorporated the next step is for me to merge the Articles of Association and the Constitution into one Articles of Association utilising the best of both.
You have put your trust in me and I hope you feel that trust has been earned. As long as you have trust in me (and the Committee) I/we will continue to serve you. However we do look forward to the day when we are in a position to employ someone to do all this work.
Please support the Resolution for your own, and all our best interests.
Your Chairman, Club Los Claveles