|MINUTES OF THE DEVELOPMENT OWNERS ASSOCIATION|
SPECIAL GENERAL MEETING – 9 JANUARY 2022
COMPILED BY ALBERT FLETCHER FOR CLUB MEMBERS
4 staff were involved in registration and microphone duties, all from Tenerife, including Digna. Voting cards were issued. Proxy vote lists were issued by Ana Martin. Two lists, one for fees paid and one for no fees paid to WimPen.
A private security firm comprised of 6 personnel had been requisitioned by WimPen.
29 people were in the audience.
In the Chair, Mr Roger Barrow
Snr Castro, WimPen
Mrs Martin, WimPen
Pepe R, WimPen Solicitor
Mr Frape, Wimpen English Solicitor from Ashton Legal
Snr Santiago, WimPen Meeting Organiser – voting tally.
Ms Jane Norman. Meeting was voice recorded.
Meeting First Call 9:00am
Second Call 9:30am Meeting Commenced.
The Chairman introduced everyone on the Top Table and those assisting in the running of the meeting.
The Chairman stated that the meeting today nearly did not happen. He reported that Club Los Claveles had taken Mr Barrow to Court in England to try and prevent the meeting taking place. He said that he would return to this matter in a moment.
The Chairman declared that for this meeting only, he will allow all members to vote on all resolutions regardless as to whether or not members had paid the fees to the Community. He had agreed this with WimPen stating that the resolutions were very important and needed maximum participation. The Chairman made it clear that this was a deviation from normal procedure and it would not happen again. The Chairman stated that he was aware that notification had been sent out stating to members that they could only vote if they had paid their fees to the Community.
The Chairman announced that he would call upon Mr Fletcher, who represented the Club and Mr Lear who represented the Escritura to state their positions regarding the resolutions. He would allow them each 3 minutes to speak. He would then allow 2 minutes for others to ask questions of Mr Castro.
The Chairman reverted to this item and called upon Mr Frape, Ashton Legal to report.
Mr Frape stated that Club Los Claveles Limited had taken Mr Barrow to court as the DOA President. The hearing took just under 3 hours. The company had stated that the meeting should not be allowed to take place as it was illegal. Mr Frape said that the Company was not granted the injunction, was ordered to pay costs to Mr Barrow and that meant that the meeting was legal and all resolutions passed would be legal.
The Chairman called upon Mr Castro to make a statement.
Mr Castro, Mrs Martin interpreting, stated that all the information and resolutions had been sent out regarding the changes to the Statutes. Since the Resort was established all fees for all the apartments had been paid into one account. All staff are employed by the Association and paid by the Association. We are regulating the current practice.
The AGM in November 2021 approved that every member can vote. In future there will be one maintenance fee and one meeting will approve everything. The Club will still exist.
At this point the Chairman stated that the meeting will be recorded and the recording will stay in the possession of WimPen.
The Chairman then called on Mr Fletcher to speak.
Mr Fletcher wished everyone a Happy New Year.
Mr Fletcher pointed out that the Chairman does not normally allow any issues that are not on the Agenda but he has done so on this occasion by mentioning the injunction matter.
Mr Fletcher requested that the Chairman reconsider his decision to allow only 3 minutes for him to speak as there were many matters to consider. He also stated that he had not been given any prior notice that he would be asked to speak at the beginning of the meeting and that he would be time limited. The Chairman asked how long was required resulting in the Chairman agreeing to 5 minutes.
Mr Fletcher returned to Mr Castro’s statement that everyone had been informed about the meeting stating that Mr Castro and The Chairman had used the Club Register of Members illegally as this register was the property of the Club.
Mr Fletcher returned to the issue of the injunction and stated that Mr Frape had omitted to say that the Judge had not agreed to the injunction because of the late notice and the inconvenience especially to those travelling from Spain. The Judge had also stated that it was not urgent as complaints could be made about the meeting after the meeting had taken place.
Mr Fletcher continued with his statement which is included in the addendum.
The Chairman then called on Mr Castro to reply. He said:
This is a meeting covered by a Spanish Deed. Article 11.1 states “General Meeting” and not AGM. The Article was accepted by the DOA in 1999.
“Cancelled Weeks” are not voting.
The Statutes do not require a pre-meeting of the Club.
WimPen are Club members and as Founder Members sit on the Club Committee.
Mr Castro then said, “You can impugn this meeting if you disagree.”
He reminded Mr Fletcher that everyone has the same rights.
Mr Castro asked everyone to support the resolutions.
FURTHER DEBATE FROM THE AUDIENCE
One member stated that he was representing a company that had 321 weeks. He stated that he was the future and wanted to cast his own votes. He was not happy that there had been no investment in the apartments for 5 years and did not support spending money on legal fees.
A representative from another company said that that rentals were his main activity and suggested that the €1 million in the reserve fund should be used to refurbish the apartments so that his customers could be more comfortable.
Mr Castro commented in reply saying that the statement that companies do not exist is wrong. You are here which proves they do exist. Mr Castro said that they had not been able to spend money on the villas due to the activities of the Club and its Committee. Now we can do work on the apartments. Mr Castro stated that he will bring proposals to the AGM in May and members will decide how to refurbish.
An owner asked how this chaos came about since 2015 and was it due to ego?
Mr Fletcher was called to reply. Mr Fletcher stated that the Chair should prevent personal remarks as he represented the Club. Mr Fletcher stated that he agreed it was chaotic but this was because WimPen do not have a contract to represent the Club and they have been managing the Resort with permission from Escritura owners who represent only 15% of the Resort. (Note: The Club lodged a legal challenge to this with in the Spanish Supreme Court in March 2020.)
The rest of the meeting was taken up by voting only.
Minutes compiled by Albert Fletcher who certifies them as a True and Correct Record.
12 January 2022