KNYSNA TOURISM NPC - The Gremlinthegremlin.co.za/knysna-news/wordpress/wp-content/... · 2018-10-07 · Tourism NPC vs no funding / agreement with Knysna Municipality, and as a result

KNYSNA TOURISM NPC 2000/015490/08

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Contact Details:

Chair: Elmay Bouwer (084 202 4903) / [email protected] Secretary: Maggie Zeelie (084 514 6354 / [email protected]

Registered office: 20 Strydom Street, Wittedrift, 6603 Registered postal address: PO Box 66, Wittedrift, 6603

NOTICE IS HEREBY GIVEN THAT THE ANNUAL GENERAL MEETING OF MEMBERS OF KNYSNA TOURISM NPC will take place as follows: Venue: KNYSNA LOG INN, GRAY STREET Date: 25 OCTOBER 2018 Time: 11H30 FOR 12H00 TO 14H00 Juice on arrival with coffee / tea and snacks after the AGM The PURPOSE of the annual general meeting is to ratify, confirm and resolve the following:

1. Approval of the minutes of the AGM held on 17 October 2017; 2. Approval of the audited financial statements as at 30 June 2018; 3. Appointment of Auditors; 4. Chairperson / Board Report for the year ended 30 June 2018; 5. Knysna Tourism NPC // Knysna Accommodation Association: the way forward (refer to

strategic document) 6. To adopt the following special resolutions:

5.1 Special Resolution 1

5.1.1 That the merger / amalgamation of Knysna Tourism NPC and Knysna

Accommodation Association be approved and ratified;


5.2.1 That the change of name of Knysna Tourism NPC to Knysna Tourism

Association NPC (KTA for short) be approved and ratified;


5.3.1 That the Memorandum of Incorporation be amended in line with the

proposed structure (attached);

5.3.2 That the Board of Directors, including any persons appointed to any

committee by the Board for this purpose, be authorised to attend to

amending the Memorandum of Incorporation in line with the proposed and

agreed structure;

5.3.3 That the Chairman of the Board be and is authorised to sign all documents to

effect registration of the amended Memorandum of Incorporation with CIPC

in the prescribed manner. The Chairperson is further authorised to appoint

MGJ Zeelie to be the CIPC agent.

Guest Speaker – Shezaad Gani of Travel Juice

TOPIC: The opportunity for the Garden Route to benefit from the fast growing Halaal Tourism

Industry

For catering purposes, please RSVP by no later than 20 October 2018 to the Secretary at [email protected]

mailto:[email protected]


Attachments to NOTICE:

1. AGENDA 2. MINUTES OF THE AGM HELD ON 17 OCTOBER 2018 3. DRAFT AUDITED FINANCIAL STATEMENTS AS AT 30 JUNE 2018 4. STRATEGIC DOCUMENT (KTA) 5. PROXY FORM

PLEASE NOTE : ONLY FULLY PAID UP MEMBERS OF KNYSNA TOURISM NPC, AS AT 30 JUNE 2018, ARE ELIGIBLE TO VOTE AT THE AGM


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Contact Details:



ANNUAL GENERAL MEETING OF MEMBERS 25 October 2018

AGENDA

1. OPENING

2. QUORUM

2.1 Ratifying Board resolution that quorum requirement, in light of current situation of Knysna

Tourism NPC vs no funding / agreement with Knysna Municipality, and as a result of the

company not being able to issue levy invoices for the 2019 financial year, the Quorum

requirement shall be 25% of all paid up members as at 30 June 2018.

2.2 Confirmation of Quorum (Secretary)

3. MINUTES OF PREVIOUS AGM (10.10.2017 & 17.10.2017)

3.1 Corrections / Amendments

3.2 Approval

4. REPORTS

4.1 Chairperson’s / Board Report

5. ANNUAL FINANCIAL STATEMENTS

5.1 Approval of Annual Financial Statements, inclusive of Auditors- and Directors Report as at

30 JUNE 2018

6. APPOINTMENT OF AUDITORS

7. KNYSNA TOURISM NPC // KAA – THE WAY FORWARD

8. SPECIAL RESOLUTIONS


8.1.1 That the merger / amalgamation of Knysna Tourism NPC and Knysna

Accommodation Association be approved and ratified;


8.2.1 That the change of name of Knysna Tourism NPC to Knysna Tourism Association

NPC (KTA for short) be approved and ratified;


8.3.1 That the Memorandum of Incorporation be amended in line with the proposed

structure (attached);

8.3.2 That the Board of Directors, including any persons appointed to any committee by

the Board for this purpose, be authorised to attend to amending the

Memorandum of Incorporation in line with the proposed and agreed structure;

8.3.3 That the Chairman of the Board be and is authorised to sign all documents to effect

registration of the amended Memorandum of Incorporation with CIPC in the

prescribed manner. The Chairperson is further authorised to appoint MGJ Zeelie

to be the CIPC agent.

9. GENERAL

9.1 Guest Speaker – Shezaad Gani of Travel Juice

TOPIC: The opportunity for the Garden Route to benefit from the fast growing Halaal

Tourism Industry

10. CLOSURE


Knysna & Partners NPC 2000/015490/08

40 Main Road, Knysna, 6570

+27 (0)44 382 5510 www.visitknysna.co.za

#Knysna

KNYSNA & PARNTERS NPC Annual General Meeting of Members

10 OCTOBER 2017

MINUTES OF ANNUAL GENERAL MEETING OF MEMBERS HELD ON 10 OCTOBER 2017 AT KNYSNA GOLF CLUB

1. OPENING

Chair welcomes all.

2. QUORUM

There are 187 paid up members as at today and, in terms of the set quorum requirement for the AGM, 122 members need to be present to for a quorum. Quorum requirement is one of the issues to be addressed and a special resolution is sought to reduce the number to a more acceptable level. The minimum requirement prescribed in the Companies Act is 25% of fully paid-up members. The meeting therefore needs to stand adjourned and all members present at the reconvened AGM will constitute a quorum. Noted that, for the sake of members who made the time and effort to attend, the Chair will informally run through the Agenda so that members are informed at the next meeting.

3. MINUTES OF PREVIOUS AGM (23.02.2017)

Minutes of AGM held on 23 February 2017 to be discussed and approval sought at

reconvened meeting.

4. REPORTS


To be discussed at reconvened meeting.

5. BOARD OF DIRECTORS

5.1 Ratifying the Board of Directors

An issue raised at the workshop is the Board and members felt that the Board must

be skilled and competent and able to make proper business decisions.

The Chair briefly introduces the board and co-opted members.


To be discussed and approved at reconvened meeting.



http://www.visitknysna.co.za/




8.1.1 Change of name of KNYSNA & PARNTERS to KNYSNA TOURISM

8.1.2 That the Chairperson and/or Director of Finance and Corporate

Governance be authorised, for and on behalf of the Company and its

members, to sign all documents required to effect the change of name to

KNYSNA TOURISM


8.2.1 Amendment of the Memorandum of Incorporation in line with proposed

amendments attached hereto, and forming part hereof, in order to

streamline corporate governance and administrative issues



members, to sign all documents required to effect the amendments to the

Memorandum of Incorporation

9. GENERAL

10. CLOSING

The Chair thanks all for attending and a circulation email will confirm date, time and venue

for AGM to be reconvened.

Knysna & Partners NPC 2000/015490/08

40 Main Road, Knysna, 6570

+27 (0)44 382 5510 www.visitknysna.co.za

#Knysna

KNYSNA & PARNTERS NPC

MINUTES OF ANNUAL GENERAL MEETING OF MEETINGS HELD ON 17 OCTOBER 2017 AT THE ROCK, KNYSNA

1. OPENING

Chair welcomes all to adjourned (reconvened) Annual General Meeting.

At the initial meeting called for the AGM the Agenda was informally presented to

attendees.

The Companies Act and MOI stipulates that, at an adjourned meeting, all members present,

regardless of number, forms a quorum.

Special Resolutions on the Agenda may therefore be voted.

An issue raised is the quorum requirement and a special resolution is sought to reduce this.

Noted that

Noted that allegations and rumours are doing the rounds on Social Media regarding the

legality of funding to Knysna & Partners. Noted that the funding and manner of funding is

not illegal.

2. QUORUM

No quorum requirement.

3. MINUTES OF PREVIOUS AGM (23.02.2017)

Minutes of the AGM held on 23 February 2017 are approved, without corrections or

modifications as proposed by Mike Mills and seconded by Ypie Kingma.

4. REPORTS

A Membership drive is being implemented. Drive includes process to update member

information as some members noted they did not receive communications regarding AGM.

this is being address.

Staff will be contacting members individually to ensure information is updated.

Noted that members also have a responsibility to ensure details, eg. Change in contact

person/email address, are updated with the tourism office.

Noted that quotes are being obtained to upgrade member/communications system.


*Attached

http://www.visitknysna.co.za/

5. BOARD OF DIRECTORS

Noted that all board members attended previous week’s meeting. Due to prior

commitments, not all board members can be present at the adjourned meeting.

5.1 Ratifying the Board of Directors

When vacancies arise, the Board may co-op members and co-opted members are

to be ratified at the next AGM.

The following board members were co-opted:

a) Ronnie Webster : CEO of Featherbed Reserve.

b) Charles van Tonder: Co-owner and partner of Emporium Knysna.

c) Mike Mills: Owner of Belvidere Manor and served as Chairperson of the KAA.

d) Jurgens van der Walt: representing Sedgefield and served on the board before.

e) Peggy Nlephu: Owner of Arts & Tours and a very upstanding entrepreneur.

f) Paddy Gordon: SanParks

g) Keith Shipley: he was introduced to members at the adjourned AGM. He is the CEO

and co-owner of BBDO and moving from Cape Town to Knysna.

RESOLVED THAT: the appointments of the afore co-opted members to the board

of Knysna & Partners NPC be and is, by majority vote, approved, ratified and

confirmed.

Noted that no board director receives any form of remuneration for acting as a

director.


6.1 Approval of Annual Financial Statements as at 30 JUNE 2017 (forms part of AFS)

Barries Ferreira of Mazars is introduced.

The financial statements are audited and an unqualified audit opinion, in line with

standard qualifications, were issued. Noted that it is not feasible for similar

organisations to institute over-the-top accounting controls over cash collections.

Noted that the audited financial statements fairly present the results of the

operations and financial position as at 30 June 2017.

Balance Sheet (statement of financial position)

The balance sheet looks healthy.

Prior year reflected a deficit.

Situation improved from deficit of R300,000 to surplus of R379,000 (positive)

Surplus is due to increase in income.

Festival income increased from R340,000 the prior year to R876,000 current year

under review.

Insurance claims included in financial statements and the office can provide a

breakdown of this if required.

Expenses increased due to fire.

Noted that nett effect in surplus is not contributable solely to insurance income.

Note added in financial statements that, although a going concern, the NPC is

reliant on continuous funding.

RESOLVED THAT the audited financial statements, Auditors Report and Directors

Report (points 6.2 and 6.3), be and is hereby approved, ratified and confirmed as

proposed by Quintin Collins and seconded by Lidy van Leent.

6.2 Approval of Auditors Report as at 30 JUNE 2017 (forms part of AFS)

6.3 Approval of Directors Report as at 30 JUNE 2017 (forms part of AFS)


RESOLVED THAT Mazars are reappointed the auditors for the ensuing financial year.



8.1.1 Change of name of KNYSNA & PARNTERS to KNYSNA TOURISM



members, to sign all documents required to effect the change of name to

KNYSNA TOURISM

Noted that the name is a continuous issue.

Noted that “Sedgefield” cannot be included in the name.

Noted that Knysna Tourism is still deemed more appropriate as Knysna & Partners.

Voting by way of show of hands yields the following results:

- Majority approval

- 1 Abstain

- 1 Against

RESOLVED THAT Knysna & Partners NPC changes its name to KNYSNA TOURISM

NPC.


8.2.1 Amendment of the Memorandum of Incorporation in line with proposed

amendments attached hereto, and forming part hereof, in order to

streamline corporate governance and administrative issues



members, to sign all documents required to effect the amendments to the

Memorandum of Incorporation

The list of amendments is presented and all resolutions are adopted and ratified

with a recommendation that the quorum be changed to 25% of all paid up

members.

RESOLVED THAT the amendments, as per attached list, with exception of

quorum requirement being reduced to 25%, be and is approved, ratified

and confirmed by a majority decision.

9. GENERAL

Requested that Knysna gets behind- and supports the Pink Loerie organising committee.

They are hosting a launch event at Villa Castollini on the 15th November 2017 with S&M as

theme for 2018. Members are requested to attend this launch event at R150.00 per person

which includes snacks, entertainment, etc.

10. CLOSING

The Chair thanks all for attending and the meeting is closed at 13h05.


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Contact Details:



INTRODUCTION TO THE KNYSNA TOURISM ASSOCIATION (KTA)

Background – how did we get to this point?

In 2018 the Knysna Municipality decided to stop funding Knysna Tourism NPC for the Destination Marketing of the Greater Knysna. This decision was taken due to the fact that the Municipality was of the opinion that the funding of Knysna Tourism NPC, via a Grant-in-Aid, was not in accordance with the Municipal Finance Act.

Knysna Municipality decided to appoint WESGRO (a provincial public entity established in terms of section 2 of the Western Cape Investment and Trade Promotion Agency Act 3 of 1996 and a Schedule 3 public entity under the Public Finance Management Act 1 of 1999, as amended) to facilitate the services required for destination marketing and visitor services.

WESGRO is adamant that it will only accept the appointment, if in partnership with the private sector. It was suggested that the Knysna Accommodation Association and Knysna Tourism NPC combine forces to ensure that they represent the majority of the private tourism sector.

This aligns the aforementioned to comply as defined in the white paper on the Development and Promotion of Tourism of 1996, which states that the tourism Industry in South Africa should be government-led, private sector-driven, and community-based. The relationships between the parties will be governed as follows:

• Knysna Municipality and WESGRO – Service Level Agreement (SLA)

• WESGRO and Knysna Tourism Association – Memorandum of Understanding (MOU)

Based on the above and driven by the need to protect the private sector’s tourism interest in the Destination, Knysna Tourism NPC & Knysna Accommodation Association have decided to form a new consolidated entity called: Knysna Tourism Association (KTA). The objective of this document is to define the high-level vision and strategic objectives of the newly formed Association, in order for the members of the entities to consider and approve the proposed new entity.

Our Mission – what are we trying to achieve?

We aim to collectively and actively support and promote our members’ key interests, being the promotion of the Greater Knysna Destination to prospective travellers, by creating and actively participating in the necessary platforms that will assist our members to operate a successful tourism business.

We also represent our members and collectively raise and discuss various concerns with the local municipality, WESGRO and other governing bodies.


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We aim to encourage the ideals of tourism as a basis of worthy enterprise. This includes:

• the development of networking to improve standards of product and service;

• to maintain and encourage professional, ethical business standards and to acknowledge all facets of the tourism and hospitality industry;

• to enhance international understanding and to create goodwill and peace through professional persons who are united in tourism;

• to coordinate and disseminate product related information to the benefit of all parties concerned.

Our Mandate – how will we deliver on our mission?

KTA will “partner” with WESGRO on a consensus basis, to direct the Key Strategic Deliverables of Destination Knysna, as explained below:

In essence, the key Roles and Responsibilities of the parties can be summarized as follows:

• Destination Marketing & Visitor Services Strategy, Plan & Budget – Joint deliverable by WESGRO and KTA

• Destination Marketing & Visitor Services Plan Implementation – WESGRO

• Destination Marketing & Visitor Services Funding - Knysna Municipality

• Product Marketing Strategy, Plan, Budget & Funding – KTA (with support from WESGRO & Knysna Municipality)

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The KTA board will be constituted as follows:

The proposed organizational structure of Knysna Tourism Association NPC (KTA) is indicated in the above organogram. This organogram indicates the long-term structure KTA aims to achieve over a 12-month period. The structure allows for the following:

A board of directors made up of representatives of the identified sector pillars. Directors to be voted in by KTA members only.

Appropriate sector pillar sub committees

Representation of smaller businesses on board level

An independent chairperson – astute businessman with strong relationships and networks. Selected and voted for by the Board.

Vice chairperson to be selected and voted for by the Board.

3 x board directors representing the industry on the “consensus partnership” STEERCO with WESGRO – board will elect the 3 most relevant members to sit on STEERCO with the necessary skills and experience dealing with Strategic Destination Marketing issues

Calling in the assistance of “strategic partners / role players” to assist with various matters when there is no consensus or expertise on the board

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Board of Directors

It is proposed that the Greater Knysna’s tourism business community is organised into identified sector pillars around particular functional areas. They will all be members of the KTA.

Each sector pillar will elect their representative, who is appointed to the KTA Board of Directors. An independent chairperson and vice chairperson to be selected and voted on by the Board. A suggestion is that these two positions should be held by independent members (Retired with experience / understanding tourism and business in Knysna / have a good and credible relationship with various stakeholders and sector pillar representatives). 3 x EXEC members will serve on the STEERCO with WESGRO representatives. This board should meet every two months and various sector matters should be put on the table by the representatives.

Sector Pillars

Each pillar will elect a representative to sit on the KTA board. The accommodation pillar being the largest pillar will have two seats on the board representing not only bigger establishments but smaller establishments as well and they will have a vote on the board. Sectors are more than welcome to arrange themselves with a sub committee. For example: Accommodation establishments want to arrange a meeting with municipality with their representative to discuss zoning.

Strategic Partners

At any point in time board directors can call on the expertise, wisdom, skills of various strategic partners to assist and have input on matters where board directors feel it is needed. These will be professional people, non-executive and independent.

Lines of Communication

Members meetings once per term (every 4 months) – Board of Directors talk and give feedback to all members of KTA

Sector representatives having monthly feedback sessions with various members in sector pillar

Yearly AGM

Newsletter, KTA Members Facebook page, website and personal email communication

Membership (benefits)

Why should you become a member of the KTA?

Because we have your best interests at heart, and we fight for your rights. That’s why. We engage with all Key Stakeholders, including WESGRO and the Knysna Municipality on various issues and at all levels of their management structures. Members are encouraged to notify their representative Board Member of any specific issues that may be addressed on behalf of the membership fold. We will also have 3 board members on the Destination Knysna Steerco that will give strategic direction in respect of all Key Strategic Destination Management and Visitor Services Deliverables.

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Because we are a respected entity in the Knysna Business Community. Local business has come to realise that the hospitality industry, form an integral part of business in the town and are keen to become involved in our efforts to grow tourism and business in the town. KTA (previously KAA and Knysna Tourism NPC) will be the oldest and longest membership driven entity in the private and business sector. Because we will raise your online profile. Our online presence is getting stronger day by day, via our official website www.exploreknysna.com. Your membership includes your very own listing on this user-friendly website (visit the site to view existing members’ profiles and pages). One of our members and guests’ favorite feature is the 14-day availability calendar - http://www.exploreknysna.com/availability/ We also engage with followers on both Facebook, Twitter, and Instagram. You can find us at–

• Facebook https://www.facebook.com/ExploreKnysnaSouthAfrica/ #exploreknysna

• Twitter @exploreknysna #exploreknysna to be added for resharing.

• Instagram https://www.instagram.com/ExploreKnysna/ We have an exclusive Facebook group for our members. Here we share important information and documentation, and the group serves as a forum for members to share hints and tips with their peers. View the group at www.facebook.com/groups/travelknysna. If you wish to join this group, you will need to register in your personal capacity and not your business.

Because we will increase your business. Our top priority is getting bums in your beds / seats in your hospitality facilities, along with all the associated spin-off enjoyed by the other sectors. The marketing representatives are continuously promoting and securing members’ exposure via our website and social media platforms.

Because we will support your business marketing platforms & provide you with business intelligence We facilitate meetings with Nightsbridge, Expedia, Booking.com and other such entities and enjoy a good working relationship with them. We will send out regular industry updates to ensure that you have the necessary business intelligence to optimize your profitability. Because we believe that there is strength in numbers. The greater Knysna area boasts more than 300 accommodation establishments, 20+ activity companies and more than 50 restaurants. As a group we are the biggest employer of local residents in the area, and are collectively responsible for a very large portion of the funds that flow into the Knysna/Bitou areas each year. Quite simply, the more members we have, the more clout we will have when acting on your behalf.

http://www.exploreknysna.com/

http://www.exploreknysna.com/availability/

https://www.facebook.com/ExploreKnysnaSouthAfrica/

https://www.instagram.com/ExploreKnysna/

http://www.facebook.com/groups/travelknysna

Page 6 Because we believe in mutual benefit. The only way to encourage tourists to stay longer in our area is by keeping them interested, entertained and occupied. Eating out is also an integral part of any tourist’s visit to Knysna. This is why we have made membership available to activity operators and restaurants. When we all work together, we all do better. Because we’ve realized the importance of “greening our business”. “Naturally Knysna “and “Bio-Wise” strives toward living and doing business in a more earth and life- friendly manner. It’s not about mere “green washing”, but about realistically changing the way we do business in order to preserve our natural resources. Small efforts have been made with regard to energy- and water saving as well as recycling. Some establishments have also started experimenting with earthworm farming, but more members need to become environmentally aware – and active.

Because we offer value for money.

Levies/Fees Accommodation Establishments (per entity)

Joining Fees Once off R 1000.00

Membership/Marketing 1 – 19 Rooms R 1000.00 Per annum

More than 19 Rooms R 1500.00 Per annum

Restaurants and Activities (per entity)

Joining Fees Once off R 1000.00

Membership/Marketing R 500.00 Per outlet; Per annum

• No joining Fee will be charged to existing KAA or Knysna Tourism NPC members.

• Knysna Tourism NPC members that have already paid their pro-rata membership fee for 2018/2019, will only need to pay a “top up” based on the new fees.

• The newly formed KTA Board of Directors will retain the right to review the fees structure and amend as they see fit.

Where do I sign up? It’s easy! Simply send an email to [email protected], or contact us on Facebook or Twitter. We will be happy to answer any questions, provide additional information and advise you on where to deposit your joining and website fees.



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I, (Full names) _______________________________________________________________ Representative member of _____________________________________________________ (name of business) Being a fully paid up member of KNYSNA TOURISM NPC as at 30 JUNE 2018, hereby nominate and appoint: Name: ________________________________ ID number ____________________________ Or (but not both) Name: ________________________________ ID number ____________________________ As my proxy to vote for me and on my behalf at the AGM of KNYSNA TOURISM NPC to be held at KNYSNA LOG IN at 11h30 for 12h00 on 25 OCTOBER 2018. My proxy shall vote as follows:

RESOLUTION FOR AGAINST ABSTAIN 1. APPROVAL OF THE MINUTES OF THE ANNUAL

GENERAL MEETING HELD ON 17 OCTOBER 2017

2. APPROVAL OF AUDITED FINANCIAL STATEMENTS AS AT 30/06/2018

3. THAT THE MERGER / AMALGAMATION OF KNYSNA

TOURISM NPC AND KNYSNA ACCOMMODATION

ASSOCIATION BE APPROVED AND RATIFIED;

4. THAT THE CHANGE OF NAME OF KNYSNA TOURISM NPC TO KNYSNA TOURISM ASSOCIATION NPC (KTA FOR SHORT) BE APPROVED AND RATIFIED

5.1 THAT THE MEMORANDUM OF INCORPORATION BE

AMENDED IN LINE WITH THE PROPOSED STRUCTURE

(ATTACHED);

5.2 THAT THE BOARD OF DIRECTORS, INCLUDING ANY

PERSONS APPOINTED TO ANY COMMITTEE BY THE

BOARD FOR THIS PURPOSE, BE AUTHORISED TO

ATTEND TO AMENDING THE MEMORANDUM OF

INCORPORATION IN LINE WITH THE PROPOSED AND

AGREED STRUCTURE;

5.3 THAT THE CHAIRMAN OF THE BOARD BE AND IS

AUTHORISED TO SIGN ALL DOCUMENTS TO EFFECT

REGISTRATION OF THE AMENDED MEMORANDUM

OF INCORPORATION WITH CIPC IN THE PRESCRIBED

MANNER. THE CHAIRPERSON IS FURTHER

AUTHORISED TO APPOINT MGJ ZEELIE TO BE THE

CIPC AGENT.

Signed this at _____________________________ on ___________________________ 2018. _______________________________ Signature Kindly submit the proxy form to the Secretary at [email protected] by no later than 12h00 on 20 October 2018.

This will assist with administration. Your proxy may also bring this form to the meeting.



Documents

KNYSNA TOURISM NPC - The Gremlinthegremlin.co.za/knysna-news/wordpress/wp-content/... · 2018-10-07 · Tourism NPC vs no funding / agreement with Knysna Municipality, and as a result