EGM Meeting - 28 Sept 2021

NOCTON PARK MANAGEMENT LIMITED  Company Number:   02335481 EXTRAORDINARY GENERAL MEETING  TUESDAY 28 SEPTEMBER 2021 6.30pm  Meeting held at the MAC Leisure Centre, Nocton    MINUTES 

PRESENT

Directors

Mrs Jayne Faulkner (“JF)

Mr George McDonnell (“GM”)

Managing Agent

Mr S Baxter of SR Baxter Business Consulting (“SB”)

Shareholders & Proxies

29 shareholders were present (only noting one shareholder if multi-occupants of the property attend)

Eight voting proxies had been sent to the Company prior to the meeting of which only six were permitted as two were not invalid due to them being in contravention of section 57 of the Companies Act 1985 Schedule of Rules

Non-voting attendees

There was an undermined number of attendees from Peter Sowerby properties who were not permitted to speak, ask a question or vote as they were not shareholders of NPML.

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AGENDA ITEMS

MINUTES OF PREVIOUS MEETING  

 To receive and consider the minutes of the Company’s previous Extraordinary General Meeting on 3^rd April 2019. SB stated that the minutes for the meeting over two and half years previously.    He stated that it was appreciated that due to the length of time since the actual meeting (mostly caused by the pandemic and public meeting restrictions) the minutia of the discussion points may not be recalled. SB asked if there were any comments from the shareholders or directors in regard to the previous minutes.   No comments or questions were raised. SB then asked for shareholders to vote to accept the minutes as a true record. 

 It was confirmed by SB that accordingly the shareholders had agreed to accept the minutes of the 3^rd April 2019 and it would be recorded as such. 

• REPORT AND ACCOUNTS 

 To receive and consider the Statement of Accounts and the Balance Sheets of the Company for the year ended 31 December 2020 with the Accountant’s Report. SB stated that the accounts for the year ending 31 December 2020 had been presented to the shareholders for their consideration. Comparison between 2019 and 2020. The main points that were noted in the accounts (balance sheet): 

• Current assets had decreased by £5,291 (£20,638 to £15,347)
• Current liabilities had decreased by £1,293 (£4,843 to £3,550
• Overall financial position (A-L) decreased by £3,998
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 The main points that were noted in the accounts (profit and loss account): 

• Income had increased by £1,797 (£38,276 to £40,073)
• Expenditure had decreased by £7,290 (£51,361 to £44,071)
• The loss for the year decreased from £13,085 to £3,998

 The main point which needs noting however is in 2019, £19,800 was spent on road repair as to £690 in 2020. SB asked if there was any questions or comments by the Shareholders or the Directors in regard to the accounts. The main questions raised were: 

What was the break down of the computer or IT cost?

• JF stated that the cost highlighted in the accounts was for setting up the emails for the various directors and advisors as well as managing the annual cost for these services.  There were also IT costs for the cloud services and the IT contractor service to ensure that any IT issues were managed and dealt with.
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• It was confirmed that were no actual IT hardware – all the cost was for the soft services needed.
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• Why were the legal and professional fees so expensive?
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• JF stated that there had been numerous needs for professional legal advice from the Company Solicitor that the Board felt was needed to ensure that the NPML was not put in legal jeopardy.   Unfortunately, legal advice is not cheap and it was felt it was a necessary cost to protect the shareholders and the company.
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• She also stated that there are statutory checks of which external service providers are needed – such the ROSPA report for the safety of the playground.
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• Why was the cost for the play area maintenance in the play area so expensive?
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• JF stated that to ensure that the playground area is kept safe and suitable, the Board did have to purchase items such as safety bark for the floor area as well as ensure that the area was properly maintained.

 There was no vote on the motion as it was intended for receipt and consideration. 

• NOCTON PARK ALLOTMENTS  

 To discuss and agree the running of the Allotments and the implementation of an Allotment Lease Agreement to protect the interest of the Shareholders.  SB stated that there he was aware that the allotment area is actually owned by the shareholders but that currently there was no actual lease in place between the NPML and the Allotment Association.  He was aware that there had been extensive communication and negotiations but that the lease had not been signed by the Allotment Association.  JF stated that a serious issue that had to be addressed was the concern over the insurance as the insurance provision that NPML had did not cover the allotments and so it was crucial that the Allotment Association sign the lease and provide its own insurance to protect all.  The added issue was the query raised in regard to the revenue from the allotments and access. JF stated that the Board had felt they had agreed to the various amendments the Allotment Association wanted in the lease but they found that when a deadline was given, the Allotment Association Committee had ceased contact. The Chair of the Allotment Association stated that they felt that the deadline that was imposed on them to sign the lease was a threat and that they felt until such time they could work with the Board again they would withdraw from the negotiations.  He did say that some amendments had been made in the lease but as a self-governing area and was impartial to the Board, they did want the lease question to be settled but not by being allegedly threatened.  He also stated that they wished for a level of arbitration that the Board had declined. He did confirm that the Allotment Association had their own insurance which was sufficient for the needs.  This they felt covered the liability issues the shareholders and Board faced. JF stated that the Board had arranged to meet with the Allotment Association committee but they failed to turn up at a meeting and that the Board felt very frustrated in the way the Allotment Association handled this. The Allotment Association stated that they recognised the need for a lease (to protect all) but that the actual minutia still needed clarification. The proposal was made by them, and accepted by the Board that a resolution was put to the shareholders to vote as follows: To formally agree that there needs to be a lease between the NPML and the Allotment Association in regards to the managing and running of the allotments in the Nocton Park to protect shareholders and ensure all necessary legal provisions are met, but that the detail in the lease to be agreed between the Board of Directors and the Allotment Association. 

• SOWERBY RESIDENTS RIGHTS AND OBLIGATIONS 
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 To discuss and agree whether the shareholders wish to permit the Directors to release the financial and operational data of NPML to the Sowerby Residents, who have no legal entitlement to this information. SB opened the agenda point by stating that currently only the shareholders of NPML are permitted to receive all the financial and operational detail of NPML, and while the abbreviated accounts for the company are on Companies House, this did not include specific breakdown of some financial figures or any operational detail.  He continued by stating that while owners of the Peter Sowerby homes do have to contribute through a management fee every year for the up keep of the amenity area and the Nocton Park, they are not shareholders of NPML and thus not entitled to shareholder data. This issue that the Board wished to clarify is that it would need shareholder permission for the financial and operational data to be released to Peter Sowerby properties. The were some questions: 

• What would be the implication on the shareholders if this was agreed:
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• SB stated that it would not affect the shareholders – all this would be is that the Peter Sowerby properties would be able to receive the detailed operational and financial data that the shareholders receive.
• There was a query raised about why the Peter Sowerby properties should receive this data if the shareholders have to be pay a lot more money in management costs than the PS properties.  The added was this an attempt to treat all the community the same and if so would this change the management fees that all have to pay?
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• SB stated that the vote was not change the management fees that different parts of the community of the Nocton Park paid, it was simply that this vote would allow the access to the detailed information, that is it.
• A query was raised about if this would increase costs to the administration of the NPML?
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• SB stated that in his opinion it would increase costs as there would be a big increase in administration and communication as the number of enquiries and emails would increase significantly.

• Election of Directors  
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 That Alison Cooke, Nick Kay, Julie Wallhead and Daniel Harper being eligible, be appointed as a Director of the Company with immediate effect.  SB stated that there had been numerous queries on the issue of if the present directors, Mrs Faulkner and Mr McDonnell would be putting themselves up for election through the retirement rotation.  SB stated that the company had received legal advice from the Institute of Directors that neither director needed to put themselves forward. However, it was to be announced this evening that Mrs Faulkner and Mr McDonnell would be resigning from the Board (effective midnight that night) and would not be putting themselves forward for re-election.  The shareholders raised a question: 

• Why were the directors resigning?

 GM stated that both himself and JF had over the last few months received an increasing amount of personal abuse in regard to their actions while running the NPML.  They had received numerous social media accusations from some members of the local community who had made insinuations against both of them.  They both wanted to be on the board originally to help the community and to contribute to improving the local area – all of this without any rewards or benefit.  But recently the hostile and intimidation they have faced has left with them both with no option but to walk away.  Due to the impact the unwarranted personal abuse and personal criticism they have received it has affected their health, family lives and mental health.  So now they feel that a new board take on the responsibilities and obligations, and necessary actions they have undertaken over the past few years. SB thanked GM and JF for their service to the NPML and the community. Alison Cooke 

 Nick Kay 

 Julie Wallhead 

 Daniel Harper 

 Mrs Cooke did wish to state that she felt it was appropriate that the new board and the community should place a note of thanks to the outgoing directors for their work and commitment to the community. 

• MANAGING AGENT 

 GM stated that the Board took the decision to cease the services of King & Co as the managing agent as they not been doing all of the work they were contracted to do and through this had caused significant issues within the in Nocton Park management.  They repeatedly failed to undertake all the work they were being paid for and so the Board felt that the only way to remedy the situation was to cease their services and find a new managing agent. The Board were aware of SB through his work at the Parish Council and from his person career and activities – they wanted an agent who not only served the needs of the Board and the Nocton Park, but would take on some of the work that the directors were having to do.  It was a decision taken in the best interests of the Nocton Park as they felt that SB could offer the service and work that the Board needed.   The decision to appoint was made at the Board meeting on the 29 July 2021 with the intention to start on the 01 September. Unfortunately King and Co, upon receipt of contract termination, only gave seven days notice and thus SB had to undertake some work ad-hoc during August until his formal contract started.  He confirmed the contract is for a commercial service provision, not an employee. SB confirmed his professional qualifications and experience with property management and that he was aware of the needs to run the operational side of things of the Nocton Park more professionally than previous. He confirmed that all enquiries into NPML should be made to enquiries@noctonpark.co.uk 

• PUBLIC ADVERTISING OF USE OF NOCTON PARK FACILITIES 

 SB introduced the point of discussion on the agenda.  This was in regard to the fact that some of the Nocton Park facilities were being used by persons who were not shareholders or from Peter Sowerby properties. There were various comments made by the shareholders that some felt it was unfair that some facilities may be used by person’s not contributing towards the cost of maintenance. The directors stated that the netball court was used by a local netball club but they made a payment for the use.  The additional aspect was raised that while the directors appreciated that the amenity areas in the Park are primarily for the shareholders and the PS properties, the same could be said about the allotments in that not all shareholders or PS properties can have access to these areas. SB thanked the shareholders and guests for attending.Meeting was closed by the Chair of the Board of Directors at 8.25pm. _________________________________________________________________________________________