Notice of the fourth AGM of the Harbour Co-op Limited

Notice of Annual General Meeting 2016

Nau mai, haere mai

Harbour Co-op Ltd AGM Sunday 25th September 2pm (please note this day is the start of daylight saving)

Venue: The Portal, 54A Oxford St, Lyttelton

All owners, intending owners and supporters welcome (to vote you will need to be joined up on or before 5pm Friday 23rd September).  If you can't make the meeting please submit your proxy vote by completing this form and emailing it to us at shop@harbourcoop.co.nz or dropping it into the shop.

The Harbour Co-op is having its AGM and we’d love you to come along as help create the future, that's what being a co-op owner is all about.  We’ll have homemade cake, hot drinks and nibbles and more importantly (for some) a forum to discuss the future of the Harbour Co-op.  This is a great opportunity for existing and intending owners to provide input on our plans for growing Harbour Co-op in a sustainable way. If you can’t make the meeting you can email us your comments at shop@harbourcoop.co.nz or drop them in, in writing to the shop.

Below is the formal notice but don’t worry if you don’t have time to read them now just put the date in your diary.

Notice of Annual General Meeting 2016

Notice is hereby given that the fourth Annual General Meeting of shareholders of Harbour Co-op Limited (the company) will be held at 2.00pm on Sunday, 25 September 2016, at Lyttelton (final venue to be confirmed and will be subsequently emailed out to members)

Business

            * Chairperson’s Introduction and Report

            * Manager’s Review

            * Financial Statement Review

            * Resolutions

                        * Item 1: To receive the Annual Report including the financial statements and the Audit Report for the year ended 31st March 2016

                        Resolution to be put: That the Annual Report for the year ended 31st March 2016 be received.

 

                        * Item 2: To fix the Auditor’s Remuneration

                        Resolution: to be put: That the auditors, PKF Goldsmith Fox, continue in office and that the directors be authorised to fix their remuneration.

 

                        * Item 3: To re-elect Director

                        In accordance with the Company’s Constitution, Doug Jenkinson offers himself as a director.

                        The Board is recommending that Doug Jenkinson be re-elected a director.

                        Resolution to be put: That Doug Jenkinson re-elected be elected as a director of the Harbour Co-op Limited. (See Explanatory Notes for profile)

 

                        * Item 4: To elect Director

                        In accordance with the Company’s Constitution, Chris Davies offers himself as a director.

                        The Board is recommending that Chris Davies be elected as a director.

                        Resolution to be put: That Chris Davies be elected as a director of the Harbour Co-op Limited. (See Explanatory Notes for profile)

 

                        *Item 5: To elect Director

                        In accordance with the Company’s Constitution, Elena Holden offers herself as a director.

                        The Board is recommending that Elena Holden be elected as a director.

                        Resolution to be put: That Elena Holden be elected as a director of the  Harbour Co-op Limited. (See Explanatory Notes for profile)

                     

                        *Item 6: To elect Director

                        In accordance with the Company’s Constitution, Paola Mastria offers herself as a director.

                        The Board is recommending that Paola Mastria be elected as a director.

                        Resolution to be put: That Paola Mastria be elected as a director of the Harbour Co-op Limited. (See Explanatory Notes for profile)

 

                        *Item 7: To fix the Directors’ Remuneration

                        In accordance with the Company’s Constitution, the Board is recommending  that directors’ remuneration for 2016-2017 be set at $0 (nil value).

                        Resolution to be put: That directors’ remuneration for the period 2016-2017  be fixed at $0 (nil value)

 

            * General Business

            To transact any other business that may be properly considered at the Annual General Meeting: There will be an update on co-op projects and directions.

            *By Order of the Board

            Andrew Scott, Chairperson

            Lyttelton

            31 August 2016

 

 

Procedural Notes

PERSONS ENTITLED TO VOTE

The persons who will be entitled to vote at the Meeting are those persons (or their proxies) registered as Household, Employee and Institutional Purchaser Shares on the Harbour Co-op Limited’s share register at 5.00pm on Friday 23 September 2016.

 

PROXIES

Shareholders entitled to attend and vote at the Meeting may appoint a proxy to attend and vote on their behalf. A proxy need not be a shareholder of the Company. You may if you wish, appoint “The Chairperson of the Meeting” as your proxy by filling in the proxy form to that effect. A proxy and Postal Voting form, with which you can appoint a proxy, is available from the Harbour Co-op store, 12 London Street, Lyttelton, and attached to this Notice of Annual General Meeting (below).

 

POSTAL VOTING

Shareholders entitled to attend and vote at the Meeting may cast a postal vote instead of attending in person or appointing a Proxy to attend. The Company Secretary has been authorised by the Board to receive and count postal votes at the Meeting. Proxy and Postal Voting forms must be received at the Harbour Co-op store at 12 London Street, Lyttelton, by 5.00pm on Friday 23 September 2016.

 

ORDINARY RESOLUTIONS

Each resolution to elect a director is to be considered as a separate ordinary resolution. To be passed, each of the representatives requires the approval of a simple majority of the votes cast by the holders of the Household shares.

 

Explanatory Notes

1. To receive the Annual Report for the year ended 31st March 2016

The board unanimously recommends shareholders vote in favour of this resolution.

 

2. Re-appointment of auditors

PKF Goldsmith are the existing auditors of the company. PKF Goldsmith are automatically reappointed as auditors under section 207T of the Companies Act 1993. This resolution authorises the board to fix fees of the auditors in accordance with section 207S(a) of the Companies Act 1993.

The board unanimously recommends shareholders vote in favour of this resolution.

 

3. Re-election of director

To re-elect Doug Jenkinson as a director.

Doug has been a director of the Harbour Co-op since its formation in June 2012. He is a CA member of Chartered Accountants Australia New Zealand and has over 20 years experience in finance, banking, retail and e-commerce. He looks forward to continuing to help the Harbour Co-op.

The board unanimously recommends shareholders vote in favour of the election of Doug Jenkinson.

 

4. Election of director

To elect Chris Davies as a director.

Chris has a strong connection with the Harbour Co-op as a long time customer and as past Lyttelton resident. Chris works in the education and not for profit sectors most recently for Science Alive and World Vision. Chris is a father of three and married to Maria.

The board unanimously recommends shareholders vote in favour of the election of Chris Davies.

 

5. Election of director

To elect Elena Holden as a director.

Is the Shop and Staff Manger at the Harbour Co-op since November 2015, in May the same year she had became Inventory Manger after two half years working on the shop floor.  Outside the Co-op, Lillee is an environmentalist and an artist and she blends these passions together in her daily life and projects.  Lillee is involved with the Permaculture Organisation, and is a representative to them within the Food Resilient Network. FRN have created a brand called ‘Edible Canterbury’ and they plan a multi-nodal hub within Christchurch to represent and promote all those involved within this movement. Their 1st project is in the CBD, Otakaro Orchard, a community food forest garden/ orchard on the Avon River cycle loop. Lillee has been working with others on this design and implementation of the site, which about to start the excavation work and landscaping this September.  Lillee is supportive of community growth and networking, and wishes for a collaborative approach to the future direction/ development of the Harbour Co-op as a member owned social enterprise business.

The board unanimously recommends shareholders vote in favour of the election of Elena Holden.

 

6. Election of director

To elect Paola Mastria as a director.

Paola moved to Christchurch two years ago, following her husband Stephano who was involved in the restoration of the Isaac Theatre. In Italy she has run her own business as a chartered accountant. Working at the Harbour Co-op makes her feel closer to the things she loves: healthy food, nutrition, fair trade and organic products. She is also an Accunect Practitioner, a healing system based on ancient wisdom, Traditional Chinese Medicine and quantum physics.

The board unanimously recommends shareholders vote in favour of the election of Paola Mastria.

           

7. Fixing directors’ remuneration

The board unanimously recommends that directors’ remuneration for 2016-2017 be fixed at $0 (nil value).

 

Statutory Notice

ELECTRONIC ANNUAL REPORTS

(Notice under section 209 of the Companies Act)

We do not produce a statutory Concise Annual Report but if you would like more detail, our Annual Shareholder Review and Annual Financial Report (which together comprise the Annual Report) will be available on our website prior to the AGM. However we will still send you the traditional printed copy as well if you like – at no cost to you. If you would like a printed Annual Report when available please write to the Harbour Co-op Ltd, 12 London Street, Lyttelton before 23 September 2016 so we know how many copies to print. Remember to include your name, postal address and shareholder number.

 

Proxy Form (for use if you are unable to attend the meeting) is below.

HARBOUR COOP AGM VOTING INSTRUCTIONS/VOTING PAPER

This form can be used either as voting instructions for a proxy, postal vote, or as a voting paper at the meeting (if a poll is called). This form is to be used for the following resolutions:

RESOLUTIONS SUPPORTED  BY THE BOARD

For

Against

Abstain

Proxy Discretion to_____________

*Insert name of member you are giving proxy to, otherwise proxy will be given to the Chair

1. That the Annual Report for the year ended 31st March 2016 be received.

 

 

 

 

2. That the Auditors, PKF Goldsmith Fox, continue in office and that the Directors be authorised to fix their remuneration.

 

 

 

 

3. That Doug Jenkinson be re-elected as a Director of Harbour Co-op Limited.

 

 

 

 

4. That Chris Davies be elected as a Director of Harbour Co-op Limited.

 

 

 

 

5. That Elena Holden be elected as a Director of Harbour Co-op Limited.

 

 

 

 

6. That Paola Mastria be elected as a Director of Harbour Co-op Limited.

 

 

 

 

7. That Directors’ remuneration for 2016-2017 be fixed at $0 (nil value).

 

 

 

 

 

Signed this__________________ day of ______________________________________2016.

Signature(s) number(s) and name(s) of shareholder(s) (if joint shareholders, all must sign)

Name

Membership number

Signature

 

 

 

 

 

 

 

 

 

*The “Chairperson of the meeting” is willing to act as proxy for any shareholder who may wish to appoint them for that purpose. The Chairperson intends to vote proxies for which they has discretion in favour of all the above resolutions.

 

General Business

To transact any other business that may be properly considered at the Annual General Meeting: There will be an update on co-op projects and directions.

  • By Order of the Board
    Andrew Scott, Chairperson
    Lyttelton
    31 August 2016