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PostPosted: Mon Feb 04, 2013 11:48 am 
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Joined: Mon Feb 04, 2013 9:31 am
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Proposed changes to Articles of Association

Dear Member:
The Articles of the Aruba Beach Club Cooperative Association were written 35 years ago by Sun Company, for Sun Company, and in Dutch. Some amendments have been made over the years. However, there is still a lot of obsolete language or Articles that do not reflect current Club operations. In order to bring these Articles into the 21st Century your Board is requesting that you give your permission to make the following changes. Your approval for these changes will appear on your Convocation Ballot. Shown here is the current language and the proposed changes to each Article. These changes have already been reviewed by the Notary of the Aruban Government and were approved.

Article 9- Termination of Membership- Involuntary
Para. 6-Current language- The expelled member shall communicate by registered letter to the Board within six months following the day of expulsion, in whose name his share-and the right to use connected has to be registered, in default whereof the Board is entitled to declare the share in question void and without any compensation payable to the expelled member- to issue a new share to be sold for the benefit of the Association. Shall be void all nominations by the expelled member or spouse or minor children of legal entities in which the expelled member participates for more that fifteen percent of the issue capital of nomination of any other nature through which the expelled member will retain directly or indirectly the enjoyment of his suite.

Change to- The expelled member shall communicate by registered letter to the Board within six months from the date of expulsion in whose name his/her shares are to be transferred. Failure to do so will result in the loss of all shares and rights to use the suite, thereby allowing the Association to re-sell the shares involved. Transfer cannot be made to a spouse, child, grandchild, siblings or anyone else that will permit the use of the suite by the stricken member, or to any legal entity in which the stricken member retains a more than fifteen percent ownership. Before the transfer of shares by the stricken member to another eligible owner all financial obligations owed to the Association must be fulfilled. The Association may refuse such transfer if such obligations are not met.

Add new Para. 7. All stricken members shall not have the right to reapply for a new membership with the Association and shall not have the right to use the property of the Association in any manner whatsoever.
Reason- To clarify and simplify wording and to add Para.7

Article 10- Termination of Membership- Death
Para.2-Current Language-In the event there is more than one heir; the heirs shall designate a representative to exercise the rights of the membership within three (3) months after the death of the member. The name and address of the representative shall be communicated to the Board by registered mail.
Add- “Within three (3) months” to the end of the last sentence.
Reason- To establish a proper time limit.

Article 12-Capital and Shares
Para. 2- Current Language- A member is any person listed on the share certificate. The voting member is the first person named on the share certificate, or the person designated as such by the owners of the share to the Board of Directors. Each share can only have one (1) voting member.

Change to- A member is any person listed on the share certificate. Co-owners are limited to one other owner. The voting member is the first person named on the share certificate, or the person designated, by proxy, as such by the owner of the share to the Board of Directors. Each share can only have one voting member.
Reason- To establish a limit of co-owners and to clarify proxy voting in elections.

Para.-4- Current Language- Members may exchange their shares with other members, with the prior consent of the Board, regardless of which series of shares are involved.
Change to- Members may exchange their shares with other members.
Reason- Clarification of current practice.

Para. 4.5- Current Language- Only members may participate in the capital of the Association. Members may not transfer shares to persons who have not been accepted for membership in the Association, and may not transfer shares unless:
a- No amounts are due to the Association by the transferring member with referenced to such shares.
b- The new member assumes all responsibility and obligations thereon.

Change to-Only members may participate in the capital of the Association and may not transfer their shares unless:
a-No amounts are due to the Association by the transferring member with reference to such shares.
b-The new member shall assume all responsibility and obligations thereon.
Reason- Eliminate language no longer applicable and to clarify wording.

Article 14 General Meeting of Members
Para. 3- Current Language- Members may exchange their shares with other members with the prior consent of the Board, regardless of which series of shares are involved.

Change to- An extract of the Minutes of the previous General Meeting of Members shall be deposited by the Board within (1) one month after its ratification at the office of the Recorder of the Court of First Instance in Aruba, which extract shall not include the “Free Word” portion of the Minutes. The complete Minutes will be retained at the Association offices.
Reason- Clarification of language and to add new wording.

Article 15- Notice of General Meeting
Para.1-Current Language- The general meeting of members shall be called by the Board upon written notice to each member at the address indicated in the register of members. Members shall receive at least (30) days notice of each general meeting (not counting the day of mailing and the day of the meeting). The notice shall contain the agenda of the meeting.

Changed to- The General Meeting of Members shall be called by the Board upon written notice to each member at the address indicated in the register of members or via other electronic means where the member’s electronic address is available.
The remainder of this paragraph remains the same.
Reason- To provide for electronic notification of the meeting and electronic voting which will reduce expenses.

Para. 2- Current Language- Special General Meetings of Members may be called as often as desired by the Board or by verification by the Board of the proxy votes of at least 20% of the voting members, upon a written request to the Board, such request containing a statement of the subject matter to be dealt with at the meeting.

Change to- Special General Meetings of Members may be called as often as necessary by the Board or by verification by the Board of the proxy votes of at least 30% of the voting members, upon a written request to the Board via certified letter, such request containing a statement of the subject matter to be dealt with at the meeting
Reason- Change percentage votes required to minimize the expense of unnecessary special meetings.

Para. 4- Current Language- If the Board fails to call such special meeting on the request of the members, the requesting members may call same.

Change Language- If the Board fails to call the properly requested Special Meeting of Members, the requesting members may call same.
Reason- Clarify Language

Article 16- Voting
Para. 4- Current Language- The Chairman of the Association or, in his absence, the eldest Board member in age present, shall preside over the meetings of members. All meetings of members shall be held Aruba.

Change to- The Chairman of the Association or, in his absence the Vice Chairman or, in his absence, the oldest Board member in age present, shall preside over meetings of members. All meetings of members shall be held in Aruba.
Reason-To clarify line of responsibility.

Para. 6-Current Language- Members may put forth proposals for inclusion on the agenda of the general meeting of members , provided such articles are submitted in writing, and signed by a minimum of 10% of the total membership, and are in accordance with the laws of Aruba. All submissions must be received at least 4 months prior to the Annual Meeting.

Changed to- Members may put forth proposals for inclusion on the agenda of the General Meeting of Members, provided such proposals are submitted in writing, and signed by a minimum of 30% of the total membership, and are in accordance with the laws of Aruba. All submissions must be received at least 4 months prior to the annual meeting via registered letter.
Reason- To insure receipt and prevent unnecessary meetings.

Article 17- Quorums and Minutes
Current Language-
1. - At her general meeting of members, a quorum sufficient to make valid decisions shall be a majority of the total outstanding votes, either in person or by proxy.
2. - If such quorum is not represented at any meeting of members the meeting shall be postponed for a period of not less than two weeks, nor more than two (2) months. When the meeting is reconvened, a quorum shall be the total votes represented by the reconvened meeting.
3.- At all general meetings of members, unless a notarial deed is made thereof, written minutes shall be made, such minutes to be signed by the presiding Board member at the meeting, one other member of the Board and one member present.

Changed to- Article 17- Voting majority and Minutes
1. - Unless these Articles prescribe otherwise, all resolutions by meetings of members shall be passed by an absolute majority of the votes cast.
2.- At all meetings of members, un less a notarial deed is made thereof, written minutes shall be made, such minutes to be signed by the presiding Board member at the meeting, one other member of the Board, and one member present, or represented at the meeting.
Reason- To eliminate the need for the First Call Meeting for which there is never a quorum.

Article 18 Management
Para. 1-Current Language- The Board of the Association shall consist of at least five persons to wit a chairman, a vice chairman, a secretary, a treasurer and one or more members. If the Board consists of more than five members, the number of members shall be odd at all times.

Changes to- The Board of the Association shall consist of at least five (5) persons and a maximum of seven (7) persons, to wit- a Chairman, a Vice-Chairman, a Secretary, a Treasurer and one or more members. If the Board consists of more than five members, the number of members shall be an odd number at all times.
Reason- Limit the number of potential Board members to limit Board expenses.

Para. 2-Current Language- The Chairman, Treasurer, Secretary and all other Board Members have to be members of the Association, but not need to be residents of Aruba.

Changed to- All members of the Board gave to be members of the Association, but need not be residents of Aruba.
Reason- That all members, including the Vice-Chairman fall under this requirement.

Para. 3- New wording as approved by the members at the 2012 convocation- Members of the Board shall serve a five (5) year term and shall be eligible for re-election only once immediately following their first five year term of office. Having completed a second consecutive term of five (5) years, that member may not be eligible to stand for election again until a minimum of five (5) years has elapsed.

Article 19 – Representation
Para. 4C- Current Language- Entering into contracts for periods in excess of one (1) year.

Changed to- Entering into contracts for periods in excess of (3) years.
Reason- Additional period required when dealing with store leasers and vendors.

Article 20- Audits
Para. 1- Current Language- The general meeting of members may retain independent experts to review the management and administration of the Association. The costs of same shall be borne by the Association.

Changed to- The Board shall retain an independent Certified Public Accounting Firm to conduct an annual financial audit and issue a report to the members which will be included in the annual notice of the General Meeting of Members. The cost of this audit shall be borne by the Association.
Reason- To provide for an annual financial audit of the Association’s books and provide a financial report to the membership.

Article 22- Fiscal Year
Para. 1- Current Language- The fiscal year of the Association runs from the first day of November up to and including the thirty-first day of October of the following year. The current fiscal year runs from July first nineteen hundred and eighty-two until the thirty-first of October nineteen hundred and eighty-three.

Changed to- Eliminate the second sentence of paragraph 1.
Reason- Eliminate outdated language.

Article 23- Surplus and Reserves
Para. 2- Current Language- In any year a loss has been sustained that cannot be recovered from reserves, no surplus shall be deemed to have been realized until net surplus exceeds such loss.

Changed to- Eliminate this paragraph
Reason- To comply with current International Accounting methods currently in use by the Association.

Para. 3- Current Language- From the surplus, a portion to be determined by the annual meeting of members shall be credited to an account called “General Reserve Fund” Whatever is left thereafter is put into an account called “Earned Surplus.”

Changed Language- Eliminate this paragraph
Reason- To comply with current International Accounting methods currently in use by the Association.

Article 25- Register
Para 1e- Current language- The date of appointment and termination of the members of the Board.

Changes to- The date of appointment, election and termination of the members of the Board.
Reason- To add date of election of Board members.

Article 29- Amendment of the Articles
Current Language-
1. - These Articles of Association can only be amended by a notarial deed executed by the Board. No such amendments shall be made unless the Board shall have been authorized to do so by a resolution passed by absolute majority of all validly cast votes of the general meeting of members. At such meeting, a minimum of two thirds (2/3) of the members must be represented.
2. - In the event the required number of members is not represented at such a meeting, the meeting shall be adjourned. At such adjourned meeting to be no later than two (2) months or earlier than two (2) weeks of the original meeting, authorization may be given to the Board to ament the Articles of Association by a vote of two thirds (2/3) of the members represented at the adjourned meeting.

Changed Language- These Articles of Association can only be amended by a notarial deed executed by the Board. No such amendments shall be made unless the Board shall have been authorized to do so by a resolution passed by two thirds (2/3) of all validly cast votes of the General Meeting of Members. At such meeting, no special quorum of members shall be required. A minimum of two thirds (2/3) of the members must be represented.
Reason- To eliminate the need for the “First Call Meeting” which never reaches a quorum.

Article 34- Miscellaneous
Para. 1- Current Language- The Board shall decide all issues not specifically provided for. Wherever the term “person” is used in these articles, it shall also be deemed to include all natural persons and other entities, permitted to be included under the law.

Changes Language- The Board shall decide all issues not specifically provided for. Wherever the term “person” is used in these articles, it shall also be deemed to include all natural persons and other entities, permitted to be included under the law. All references in these Articles referring to “him” are to be considered to be, “him/her”
Reason- To properly identify and recognize gender

Respectfully submitted:
Rick Titone- Sect. ABC BOD


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PostPosted: Mon Apr 15, 2013 7:41 pm 
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Joined: Thu Jan 03, 2013 1:40 pm
Posts: 113
tell me your opinion, which one is in favour of the members?


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PostPosted: Thu Apr 18, 2013 5:16 pm 
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Joined: Wed Jan 02, 2013 9:53 am
Posts: 21
Think positive!


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