NOTICE OF HGC AGM: 15 February 2017
Dear Member

The Annual General Meeting of the HurlinghamGlenadrienneCraighall Heritage Foundation NPC (the "HGC") will take place at 18h30 on Wednesday 15 February 2017 at [insert venue].

At the AGM the board will present their report providing an overview of the HGC projects and achievementsduring 2016, presenting details of the projects planned for 2017 and present the audited financial statements.

Revised MOI

In additionwe have one CRUCIALitem of business to finalise during the meeting. It isthe amendment of the Memorandum of Incorporation ("MOI") to accord with the conditions imposed by SARS for the HGC to retain itsincome tax status exemption.
The amendment of the MOI requires 75% approval from the members of the HGC voting on the resolution. If you are a member - and unable to attend in person -please complete the attached proxy form and submit it to by no later than 5pm on 14 February 2017.

In short, the amended MOI will confirm:

  1. The HGC is a non-profit company with members;
  2. The members are those who contribute (either ad hoc or monthly) towards the HGC;
  3. Voting members are those who make monthly contributions and whose contributions are up to date and who have been members in good standing for at least 3 months prior to the date of exercising a vote;
  4. The object of the company is to further the interest, safety and well-being ofthe community;
  5. The communitycomprises the residents, landowners and businesses within the jurisdiction of the HGC;
  6. The requirements of SARS for income tax exemption;
  7. The company has a board of directors comprising a minimum of 3 and a maximum of 5 directors;
  8. The day-to-day operation of the company is executed by the Executive committee which is established by the board and shall comprise of all of the board and may include additional persons who are not directors;
  9. The rules surrounding the holding of member meetings (like the AGM and any extraordinary general meeting) together with the rules for the holding of the board meetings.

Resolutions

The resolutions to be passed at the AGM are as follows:

  1. Approval of the amended MOI. A copy can be accessed here. This is a special resolution. Special resolutions requirethe approval of 75% of Members voting on the resolution;
  2. Approval of the audited financial statements. This ordinary resolution requires approval of 50% plus one vote of Members voting on the resolution. The AFS will be circulated in advance of the meeting;
  3. Approval and ratification of the appointment of external auditors. This ordinary resolution requires approval of 50% plus one vote of Members voting on the resolution;
  4. Approval of the appointment of directors. This ordinary resolution requires approval of 50% plus one vote of Members voting on the resolution;

Further information regarding the appointment of board of directors

The existing articles of association of the HGC provides that all the directors shall retire from office at the AGM but shall be eligible for re-election.

The board of directors comprises of the following:

  1. Stuart Lee
  2. Llewellyn Watson
  3. Chris Elfick
  4. Chris Colebank
  5. Veronica Vurgarellis

The existing directors have all made themselves available for re-election. In the event that any Member of the HGC wishes to nominate himself or another to the board, kindly ensure that such nominations are provided to by no later than 7 February 2017. In the event that there are nominations to the board, the election of the board will be by means of a ballot.

Finally- if you have something that you would like us to canvass at the AGM we encourage you to submit your questions, proposals or recommendations in advance of the AGM so that we can ensure that all discussion points can be appropriately accommodated in the limited time available to us. Please make your submissions to