N O T I C E
Nelson Mandela Bay Tourism invites you to their Annual General Meeting (AGM) on Wednesday, 24 November 2010 at 14h00 in the Auditorium at the City Hall, Port Elizabeth.
Please RSVP your attendance to Mrs Mariska Fourie on (041) 582 2575 or email by no later than Wednesday, 17 November 2010.
AGENDA
For the AGM to be held on Wednesday, 24 November 2010 at 14h00
at the NMBMAuditorium, City Hall, Port Elizabeth
- Notice Convening the Meeting
- Welcome
- Apologies
- Confirmation of Minutes of AGM (19 January 2010)
- Matters arising from the Minutes
- Chairman’s Report
- Annual Report Presentation by the CEO
- Adoption of the Annual Report
- Presentation of Financial Statements
- Adoption of Financial Statements
- Appointment of the Auditors for 2011 - 2012
- Amendments to the Constitution
- Election of Board Members
- Closure
Minutes
Nelson Mandela Bay Tourism AGM
19 January 2010 @ 14h00
Red Location Museum Auditorium
Attending :
L Ndima-Jama Tours & ShuttleO Sparrius-Ernst & Young
J Wagner-VWSA – Auto PavilionA Kennedy-Netcare Greenacres
J Vokerodt-Imvelaphi SafarisL Bangazi-Boomtown
A Barendse-Ikhayalama LodgeS Zietsman-Jagerhof Game Lodge
G Tandiswa-Selos Guest HouseL Salamntu-Hambani Tours
B Titi-Lwandile Shuttles & ToursS Mbenengane-Demo Promotions
E Nxayeka-Demo PromotionsZ Skhosana-Demo Promotions
P Dryburgh-Lets EatD Mvundlela -The Boardwalk
B Mhlaba-Barbara’s LoungeT Pearson-Gumption Management
M Campbell-AuspexC Ngakane-The Boardwalk
P Mtyobo-Lathita ExpeditionsS Thisani-Rainbow Guest House
B Robinson-1 Cora Terrace BackpackersA Themba-Alfa-Omega
D Coffey-PERCCIL Tanda-Emthunzini B&B
O Duro-Emthunzini B&BN Zume-Jeya Jazz Corner
N Saayman-Summerstrand HotelN Tshume-Sibonil Thina Consulting
S Ngiuara-Ikhwezi B&BW Passet-PEMBBA
L Prince-Magnetic StormS Haines-AlaCarde
F Sandan-Your CabsC Arends-NMBM
B Nyaume-Auspex Property
M Pantsi-NMBT BoardF Tshiwula-NMBT Board
W Buschhold-NMBT BoardH Bartis-NMBT Board
N Naidoo-NMBT BoardL Barendse-NMBT Board
N Moss-NMBT Board C Witte-NMBT
T Chuene-NMBTM Skefile-NMBT
N Dondashe-NMBTA Sondara-NMBT
Z Mbanga-NMBTS Isaacs-NMBT
D Louw-NMBTN Hempe-NMBT
A Aba-NMBT
Apologies:
Jacolyn G Priestley-Jayes / -80 On BrightonRod & Magna van Heerder / -Addo Dung Beetle
Maggie & Les Mann / -Addo Gateway Lodge
Karl Rohrbeck / -African Diaries Guest House
Morven & Mandy / -Barnacle B&B
Johann Engelbrecht / -Boggom Tours
Grant Britton / -Britton's Tours
Terry Stewart / -Bucklands
Senzeni Ndebele / -Coega Development Corp
Jenny Rautenbach / -Corner House Accommodation
James & Hilary Bolton / -Forest Hall Guest House
Peter Joseph / -Guided Tours
Heather Dutton / -Hertz Car Rental
Lynn Futter / -Homeleigh Halt
Dennis Hurter / -Hurter Cabs
Jan Lodge / -Ibahayi Sunshine Saunter
Murray Finlay / -Kariega Game Reserve
Carmen Sporke / -KFC
Jane Dowley / -La Provence Country House
Nokwanda Songo / -Makwande Travel
Amelda / -Mercomm Agencies
Erenei Louw / -NMBT
Bob & Dee Richards / -Nukakamma PPC Canoe Trail
Sharon Webb / -Offcamber Adventures
Karin le Roux / -Phumelela Gaming & Leisure
Julie Brand / -Quatermain's Camp
Celeste Jacobs / -Radisson Blu
Gail Cillie / -Retina SA
Pierre Kolesky / -Sea Otters Lodge
Janice Gibb / -Seaview Game Park
Michelle Petzer / -Stormsriver Adventures
Debbie Bodley / -Summer Place Guest House
Theo Barkhuizen / -The Lofts Boutique Hotel, Knysna
Anton Pretorius / -The Paxton Hotel
Ralph Dirsuwei / -The Plantation - The Boma
Irma de Villiers / -Tsitsikamma Lodge
Lisa / -Tuishuise
Cliff Hopkins / -Turaco Tours
Isabel van Zyl / -Uitkyk Self Catering
Jackie Gant / -Mohair SA
- NOTICE CONVENING THE MEETING
Mr Fezekile Tshiwula opened the AGM and confirmed that all present had received the notice and minutes of the last meeting.
- CHAIRPERSON’S WELCOME
Mr Mike Pantsi welcomed everyone present and thanked all for taking the time to attend the meeting.
- CONFIRMATION OF PREVIOUS MINUTES FROM 30 JUNE 2008
Mr Tshiwula confirmed that the minutes had been read by all present. The minutes were confirmed by Mr Pantsi as a true record and seconded by Mr Barendse.
- MATTERS ARISING
The urgency of the appointment of a Marketing Manager had been raised as an outstanding item. Mr Tshiwula confirmed that NMBT has appointed Mr Titus Chuene in this position since December 2008. Mr Tshiwula then introduced Mr Chuene to all the members who had not met him yet.
- STATEMENT BY THE CHAIRPERSON
The Chairperson, Mr Mike Pantsi, stated that although NMBT is facing many challenges and the economic crisis continues to impact on the Tourism Industry, we will remain vigilant and explore and maximize those opportunities which are presented to us, such as, the 2010 FIFA World Cup, to the benefit of the destination. It is important to remain positive and seek innovative strategies to meet the challenges.
One of the milestones identified and embarked upon by the Board of NMBT was the crafting of a three year Strategic Plan in October 2008. This was to provide the back bone of the annual Business Plan, identifying specific activities that the Organisation was to engage in. The Board also co-opted additional members to enhance its knowledge and skills base and set about to establish very specific Sub-Committees which included : Marketing Sub-Committee, Finance & Audit Sub-Committee and Human Resources Sub-Committee. These Committees have all functioned effectively and enabled the Organisation to pursue its mandate.
Mr Pantsi also pointed out NMBT’s objectives and focus areas and said : “We must pursue in establishing awareness of the Nelson Mandela Bay brand and promote the ‘must see’ tourist destination, provide accurate and accessible tourist information and continually strive to provide excellent service in the Tourism Industry.”
To realise our vision we have to live up to the reputation of our name, create and market memorable experiences. As an agent we must facilitate partnerships and harness energies and stimulate economic growth and job creation.
6. ANNUAL REPORT PRESENTATION
Mr Tshiwula introduced the Annual Report which was compiled and printed by Boomtown. He mentioned that NMBT’s main funder is the Nelson Mandela Bay Municipality and we were given the mandate to market Nelson Mandela Bay, part of which we achieve by attending Trade Exhibitions at National and International levels.
One of the challenges facing us is the skills shortage and this was highlighted in the Municipality’s Tourism Master Plan during the 2005/2006 period to address the partnhership we formed with Services Seta and our staff has undergone training. It was highlighted that Seta granted us 14 scholarships for learnership studies toward a certificate in Marketing. Other training initiatives were also introduced by Seta.
An important issue is the 2010 FIFA World Cup. NMBT is working closely with the 2010 Directorate to develop and implement programmes assigned to create awareness about the 2010 FIFA World Cup. We are currently embarking on 10 projects, i.e. Airport branding, 2010 Guide, Development of Visitors Guide, etc. The challenge we face is that fundamental development must be done by NMBT and we have approached the National Lottery Fund, who have granted us R4.5million. …… featured in Travel Magazines and were also able to undertake public relation issues with Top Billing to assist Nelson Mandela Bay.
We currently have 293 members registered with NMBT and we need to increase the numbers to market our organisation, for which we have employed a dedicated person on membership liaison.
We have no tool to measure our staff performance and we are in the process of the development of job descriptions and job evaluation forms for our employees. Mr Tshiwula stated that the Board Members must also be evaluated. This evaluation will be finalised by the end of the first quarter of 2010.
7. FINANCIAL STATEMENTS
Mr Tshiwula introduced Ms Mandlakazi Skefile to the meeting and said that because no AGM was held for 2009, Ms Skefile will present the Financial Statements for both 2007/2008 and 2008/2009 financial years. He also thanked Ms Skefile for the proper controls and discipline introduced by the Finance Department as to how NMBT carried out its operational functions. He further mentioned that for the last four audits NMBT has not received a qualified audit by their Auditors.
Ms Skefile said that although NMBT was confronted with a number of challenges, we received a “Clean Bill of Health” from our Auditors at the end of the financial year.
2007/2008 Financial Year : Ms Skefile referred to the Income Statement and Balance Sheet and pointed out the loss of R 144K. The opinion received from the Auditors was that all was in good standing.
2008/2009 Financial Year : Ms Skefile referred to page 76 for the Income Statement and also made special mention of our healthy Cash Flow. She further said that the financials were audited in accordance with International Standards of Auditing. The financials were adopted by the meeting as proposed by Mr N Moss and seconded by Mr O Duru.
Mr Tshiwula invited everybody to please contact us about any issues / queries / recommendations they might have after reading the full Annual Report.
8. APPOINTMENT OF THE AUDITORS FOR 2010/2011
Mr Tshiwula thanked the Auditors for their work and assistance with the financial statements and Mr Moss proposed we continue with Ernst & Young as NMBT’s Auditors. This was agreed by the meeting and seconded by Mr Buschhold.
9. AMENDMENTS TO THE CONSTITUTION
Mr Tshiwula informed the meeting that the NMBT Board proposed that the position of Finance and Administration Manager be included as a Board Member. Mr Passet proposed that this be accepted, but in an ex-officio capacity, which lead to a lengthy debate regarding the question whether the position should have voting rights. It was resolved that NMBT must investigate whether this position must have voting rights.
The meeting wanted an explanation of “ex-officio” and if such a position will have voting rights on the Board. Mr Barendse explained that this should be an automatic position on the Board and not attached to a name and that such a position should have voting rights. Finance is an important part of operations and decision making at a Board meeting.
Mr Passet added that recognition should be given to the Finance & Administration Manager’s position as it plays a crucial role within the Board. He emphasised that voting rights should be accorded to this position.
Mr Moss stated that this will enhance the capacity of the Board and proposed that the position be adopted by the Board with further investigation in terms of Governance, ensuring that there are no contradictory issues around this matter.
Mr D Coffey then proposed the incorporation of the position of Finance & Administration Manager as a Board Member, with voting rights to be investigated. This was seconded by Mr O Duru.
10. CLOSURE
Mr Tshiwula thanked all present for their attendance, guidance and contribution and invited them to have snacks with tea and coffee.
The meeting closed at 15H06.
NELSON MANDELA BAY TOURISM
CONSTITUTION
1.NAME
The Association shall be known as "NELSON MANDELA BAY TOURISM".
2.DEFINITIONS
Unless otherwise provided by law or the context indicates to the contrary, the words and expressions used in the Constitution shall have their normal meanings, provided that those importing the masculine gender shall include the feminine and provided further that any term or expression used in this Constitution which is defined in the Labour Relations Act 1956,[h1]as amendedand/or in the Basic Conditions of Employment Act No 3 of 1983 or any other Act shall have the same meaning as reflected in those Acts. Any reference to an Act shall include any amendment thereof or thereto.
2.1.Association shall mean the Nelson Mandela Bay Tourism an association created in terms of Constitution.
2.2.Board shall mean those members of the Association duly elected or appointed at an Annual General Meeting or Special General Meeting called for that purpose to conduct the affairs of the Association, in terms of the provisions of this Constitution.
2.3.Chairperson and Vice Chairperson shall mean the Chairperson and Vice Chairperson of the Board and also of the Association, unless the context indicates otherwise, who were elected in the manner prescribed in clauses 9.9, 9.10 and 9.11[h2]of this Constitution.
2.4.Council shall mean a council established in terms of section 157 of the Constitution vested with executive and legislative authority of a municipality.
2.5.Nelson Mandela Bay Metropolitan Municipality shall mean shall mean the Local Authority established in terms of the Local Government Municipal Structures Act, No. 117 of 1998.
2.5.[h3]Co-opted Member shall mean a member of the Association called upon to serve for a specific period and for a particular purpose on either the Board or a committee thereof. A co-opted member of the Executive Committee shall be a voting member of the Board, provided such member has been co-opted to fill a vacancy on the board.
2.6[h4]. Chief Executive Officer shall mean an employee appointed by the Board to administer the affairs of the Association on a day to day basis.
2.7.[h5]Employees and Staff shall mean the persons in the employ of the Association and who receive remuneration for services rendered in terms of this Constitution and who are employed in a fixed term contract or permanent capacity against the approved staff establishment of the Association.
2.8.[h6]Executive Committee shall mean those members of the Board elected to exercise certain or all of the powers of the Board, by delegation, during the periods between sittings of the Board.
2.9.[h7]FEDHASA shall mean the Federated Hospitality Association of South Africa.
2.10.[h8]Labour Legislation shall mean those Acts and the Regulations issued thereunder, governing the Conditions of Service and principles of management affecting a work force.
2.11.[h9]Mayor shall mean a councillor elected as the Executive Mayor of the Municipality in terms of section 55 of the Local Government Municipal Structures Act 117 of 1998.
2.12.[h10]Part-time Employee shall mean an employee who works fewer hours per week than normally prescribed for full-time employees.
2.13.[h11]Founder Member, Executive Memberand Super Host Member Status shall mean any subscribing member afforded such status either by virtue of their financial contributions or such other criteria as may be determined by the Board from time to time.
2.14.[h12]Temporary Employee shall mean any person engaged for specific short-term work.
2.16.[h13]Municipal Manager shall mean the person appointed in terms of section 82 (1) (a) Local Government Municipal Structures Act, No. 117 of 1998,as the Head of Administration and also as the Accounting Officer for the municipality.
2.16.[h14]Financial Year shall mean the year ending on the 30th of June.
3.LOCATION
The offices of the Association shall be located in the Nelson Mandela Bay.
4.OBJECTIVES
The objects of the Association shall be:
4.1.To plan, promote and assist in co-ordinating the development of Tourism within the Nelson Mandela Bay in order to expand the its economic base.
4.2.To promote the Nelson Mandela Bay and its environs as a tourist destination nationally and internationally by any other appropriate means namely:
4.2.1.Any other appropriate means.
4.3.To encourage and accept all persons, members of industry and commerce, and organisations in the Nelson Mandela Bay, eligible for membership of the Association, to become members.
4.4.To provide a memorable tourist experience.
4.5.To promote the interests of its members.
5.STATUS
5.1.The Association has been established as a service organisation to further the interests of the Nelson Mandela Bay as a tourist destination and not for the purpose of conducting any business or enterprise that has as its object the acquisition of gain.
5.2.The affairs of the Association shall be conducted by a Board consisting of members of the Association, duly elected or appointed at a General Meeting, assisted by an Executive Committee and the Chief Executive Officer, appointed by the Board in terms of the provisions of this Constitution.
5.3.The Association is a legal entity with full legal status capable of owning immovable and movable property, independently of its members, and of suing and being sued in its own name.
5.4.The Association shall have the power to borrow money from time to time for its purposes whether by bank overdraft or otherwise. The Chairperson of the Board and the Chief Executive Officer shall have the power to sign any document, which may be required for the purpose of borrowing any sum of money authorised by the Board. Such documents shall include any document as may be necessary to secure such borrowing.
5.5.The Association shall have the power to acquire rights and obligations in its own name.
5.6.The Association shall have perpetual succession.
5.7.The special conditions hereunder shall apply to the Association:
5.7.1.The income and property of the Association, whencesoever derived, shall be applied solely towards the achievement of its objects and no portion thereof shall be paid or transferred directly or indirectly, by way of a bonus or otherwise howsoever, to members of the Association; provided that nothing herein contained shall prevent the payment of a reasonable remuneration to any employee of the Association in return for services actually rendered.
5.7.2.If upon the winding up or dissolution of the Association there remains after the satisfaction of its debts and liabilities any property whatsoever, the same shall not be paid to or distributed amongst the members of the Association and/or employees but shall be given or transferred to some organisation/s or institution/s having objects similar to those of the Association. Such organisation/s or institution/s and donation or transfer to be determined by members of the Association in accordance with the funding agreement concluded with the Association or by a Court of competent jurisdiction.
5.7.3.No members of the Association shall be liable for any debts or obligations of the Association to an extent greater than amounts outstanding in respect of subscriptions due by such members from time to time
5.7.4.In the line of its NPO status, the organisation may close down if at least two-thirds of the members present and voting at a meeting convened for the purpose of considering such matter, are in favour of closing down.