CCW CO-OPERATIVE LIMITED

Transcription

1 CCW CO-OPERATIVE LIMITED ADMINISTRATION GUIDE The following documents should be read in conjunction to this guide for membership of CCW. Copy of the Rules. Copy of any resolution which affects the individual shareholder passed subsequent to the last change of Rules. Copy of the last financial accounts. The necessary application forms. Application for Shares All applications for membership are to be made on the standard form (form 1) and must be accompanied by a cheque for $300 which covers the application monies of the 300 shares to be allotted. The Board at its discretion may accept or reject an application for membership or shares and need not give any reason for its decision. Quota Entitlements Where a property is being purchased from a previous shareholder of CCW, the previous shareholder is required to complete the necessary Transfer of Quota Entitlements form, (form 2) and attach it to the application for shareholding. The Board at its discretion may accept or reject an application for membership or shares and need not give any reason for its decision. Transfer of Shares A transfer of shares may be made between shareholders of the co-operative with the consent of the Board. The transfer of shares shall be effected in a form as set out in the Rules, (form 3) as amended from time to time. As shares are not numbered, it is not necessary to complete the relevant sections relating to the identifying number of shares issued. Generally, a transfer of shares would only exist between an existing shareholder and their immediate family, ie. husband to husband and wife; father to father and son; etc. All other shares are required to be redeemed by the co-operative. Withdrawal of Shares Any shareholder wishing to withdraw their shares from the co-operative must complete an application for the repayment of share capital (form 4). At present the policy exists that no shareholder shall be eligible for repayment of shares until such time as all outstanding fruit proceeds have been finalised and that they have not delivered fruit for a period of over one year. The application for withdrawal would be submitted to the Board for approval and providing the shareholding complies with the policy that exists at the time, the Board shall approve such repayment. 1

2 SHAREHOLDER MEETINGS: Whenever shareholder meetings are called, whether it be the AGM or other such ordinary meetings, shareholders are entitled to receive notice and attend the meeting. A shareholder is entitled to one vote. That is, each member has as much vote as another. In the case of voting, if more than one of the parties attend the meeting, the first named partner of the shareholding shall be the only shareholder entitled to vote at such meetings. At least two (2) shareholder meetings are called annually in the form of a pre-vintage meeting to provide shareholders with information relating to the current vintage and current market conditions; and, an Annual General Meeting of the Cooperative is held in or about April of each year and provides all members with up to date financial information with the progress of the Co-operative and its participation in the grape supply to Accolade Wines Australia Limited (Accolade Wines). GRAPE PAYMENTS: Grape payments for fruit delivered are paid on a pool basis and a nominated price is determined annually. A payment procedure exists whereby the nominated value of the fruit for any given vintage is paid in full by 31 st December following delivery. expenses and other costs of the Cooperative are required to be met. These costs are generally met out of other income and the Co-operative maintains an investment to provide for such income. Grape payments are made on the following basis: 1/3 of the value of fruit calculated on nominated prices payable by the 7th of the month following the month of delivery. The remaining 2/3 is to be paid in seven (7) equal payments starting on 5th July and thereafter at the end of each month up to and including December. Payments shall be made by electronic transfer to a nominated bank account. Should shareholders not have banking facilities readily available an administration charge will be made for each cheque drawn. Grape payments may also be credited to a 30 Day (at call) Deposit account or 12 Month fixed term deposit account. Further details are available from this office. Under Australian Taxation Law we are obliged to deduct tax at the appropriate rate if your ABN is not lodged. Further details are available from this office. It should be noted that the nominated price may not necessarily be paid as the fruit is pooled and operating 2

3 GRAPE PRICING: Nominated Prices Grape pricing is negotiated by the Board of Directors of CCW with representatives of Accolade Wines. The information obtained from the Phylloxera and Grape Industry Grape Utilisation Survey, National Winegrape Outlook Conference paper, together with competitive market prices from other wineries are used in that negotiation. The final nominated prices are arrived at by mutual agreement between the parties. If no agreement is reached, a facility exists for an Independent Arbitrator to establish prices. The price for fruit negotiated between CCW and Accolade Wines is binding on all members of the Co-operative. Minimum Prices There are minimum prices set from time to time in respect of varieties that have been replanted by shareholders. Accolade Wines and CCW have assured members that it will meet at least the minimum price for the years that prices have been declared, should the market price go below those minimums. GRAPE SUPPLY AGREEMENTS: Grape Supply Agreements are available for members and are offered on the following terms. 5 Year Rolling Contract 10 Year Rolling Contract 15 Year Rolling Contract Further information relating to these agreements is available from the Company Secretary and/or Viticultural Officers. It should be noted that grower members of CCW who have grape supply agreements will receive priority for fruit intake to those who have not committed their fruit for long term supply. DEPOSIT ACCOUNTS: Shareholders have the opportunity to participate in a deposit scheme which provides a good return on funds deposited with the Co-operative. The deposits are held unsecured. Interest rates are declared for each quarter and are varied by the movement in the Commonwealth Bank 90 Day Commercial Bill Rate. The Co-operative operates 30 Day (at call) Deposit accounts, which provide for easy access of funds upon written notice 30 days in advance of the date requiring those funds. Longer term deposits are taken for a 12 Month Term, however, interest is required to be reinvested for the term of the investment. Further information on deposit accounts is available from the Company Secretary and several forms are attached to this administration guide. 3

4 WINE PURCHASES: CCW has an agreement with Accolade Wines whereby CCW members may obtain a discount for wines purchased from any of the Cellar Door Sales of Accolade Wines. Presentation of the Shareholder Card at Cellar Door Sales is required at the time of purchase. No credit facilities are available. VITICULTURAL ADVICE: CCW provides technical advice on all aspects of viticulture in order to ensure quality standards are maintained and improved. This advice is provided by in house viticultural officers and is a free service to members of the Cooperative. One on one consultancy is available to all members and is delivered through property visits or through other contacts. The information offered includes any item with regard to: soil and irrigation management pest and disease control fertilising practices economic and financial analysis of production Our staff have put together numerous specific Fact Sheets with regard to vineyard management and these are available from the office or via the website. A comprehensive information stream is provided during the growing and harvesting periods via an / fax advisory service to each grower, giving advice on the latest conditions and suggested practices. There are a number of projects currently being undertaken by CCW on a wide range of topics and for those growers involved, CCW facilitates group activities including field days, seminars, workshops, wine tastings and excursions. Identifying and promoting higher value opportunities for growers remains a priority for CCW and as further opportunities come to hand they are presented. CCW reserves the right to review the aspect of free advice if excessive advice is being gained by any one member. Viticultural Contact: Contact can be made with the CCW viticulturists as follows: Andrew Weeks: Office: (08) Mobile: andrew.weeks@cwines.com.au Adam Pietsch: Office: (08) Mobile: adam.pietsch@cwines.com.au Facsimile: (08) Website: 4

5 BOARD MEMBERS: The following is a list of Board Members of the Co-operative who are elected by the members of the Co-operative at Annual General Meetings. Details of eligibility and the method of nomination are covered in Rule 24 of the Rules of the Co-operative: Name: Area: Mobile Contact No.: Jim Caddy (Chairman) Winkie Peter Hill (Deputy Chairman) Renmark Sam Albanese Pike River Reg Brock Barmera Rob Chabrel Barmera Louis Curtis Pike River Barry Fletcher Barmera Please feel free to contact any of your Board Members if you require any clarification of any CCW business. ADMINISTRATION: The Co-operative is administered by a team of experienced staff and is available on the following numbers: Telephone Facsimile Company Secretary/Administrator: Mark Voigt (08) (08) mark.voigt@cwines.com.au General Enquiries / Investments / Website: Voula Zois (08) (08) voula.zois@cwines.com.au Banking, Taxation Summaries and Payment Enquiries: Vicky Woods (08) (08) vicky.woods@cwines.com.au Leeann Delaine (08) (08) leeann.delaine@cwines.com.au 5

6 Grape Bookings and Contract Enquiries: Leeann Delaine (08) (08) New Contracts, Planting Information, and Contract Variations: Bill Wilden (08) (08) Steve Winnall (08) (08) Peter Szabo (08) (08) Jarrod Thorpe (08) (08) WEBSITE: The Co-operative maintains a website which has public access as well as members login access. Grower members have access to circulars and fax outs, both current and previous years. Technical information is available, as well as Fact Sheets on various subjects. Various electronic tools and aids are also made available to members to assist in managing seasonal situations, as required. Documents relating to application for membership, transfer of shareholding and transfer of quota, appointment of representatives, application to deposit funds etc, are available in PDF format. Grape pricing and colour score indicators web pages are available in this area as well, enabling growers to view colour score indicators as they become available during vintage. Growers have access to their personal grape delivery status and maturity scores during vintage. CCW provides weather forecast access through the SILO Meteorological Service (through BOM) and provides access to 7 day forecasting for all its members. Access to various industry organisations is also available through the LINKS web page. ccwcoop.com.au 6

7 The Secretary, [FORM 1] CCW Co-operative Limited PO Box 238 BERRI SA 5343 Date.../.../... Dear Sir, I/We wish to apply to become a member of CCW Co-operative Limited and am/are prepared to take up 300 Shares of $1.00 each in accordance with the Rules of the Co-operative and agree to pay for the Shares upon application. I/We agree to accept and be bound by all Rules, Conditions and Resolutions of the Co-operative as passed at General Meetings of shareholders. For and on behalf of: (Trading Name) Signature: Signature: Signature: (All parties in shareholding must sign) Note: Cheque for $300 for Shares to be attached. *** DETAILS OF SHAREHOLDING - PARTNERS etc. *** Shareholder s Name/s: Date of Birth : (Full Christian and Surnames of all parties are to be shown) Mailing Address: Telephone No/s.: Home Work Mobile Facsimile... Address: PLEASE NOTE: FACSIMILE CONTACT AND/OR ADDRESS IS MANDATORY Name of Vineyard Manager: (if applicable) Mailing Address: Telephone No/s.: Home Mobile FOR OFFICE USE: Fruit Quota Ex: Category:... Recommended: Accolade Wines Aust Ltd: Signature: Date:... CCW Board Approved: Signature: Date:... Allocated Shareholder No.: Planting Particulars etc. P.T.O. 7

8 *** BANKING PARTICULARS *** Fruit proceeds to be paid to: Bank:... Branch/BSB No.:... Account Number:... Account Name:... (Please attach a deposit slip if possible) AUSTRALIAN BUSINESS NUMBER (ABN) ABN: QUALITY ASSURANCE Do you have a Quality Assurance Plan Y/N Audit Date... Plan Type... Audit Type.. PHYLLOXERA MEMBERSHIP NUMBER: *** PLANTINGS PARTICULARS *** Block Number(s)... Vineyard Address... Irrigation Area... Variety Rootstock Hectares Patch No. Year Planted (over 4 years = aged or mature) Note: All applications for membership, transfer of quotas, and grape supply arrangements, are subject to written confirmation by the seller that the contractual arrangements relating to that transfer of property involved have been settled. 8

9 TRANSFER OF QUOTA ENTITLEMENTS FORM [FORM 2] The Secretary CCW Co-operative Limited PO Box 238 DATE :.../.../... BERRI SA 5343 Dear Sir, Subject to the consent of the Board of Directors of CCW Co-operative Limited: I / We (Seller) of the Registered Owner/s of the Section/s and the holder/s of grape quota/s established on the above Section/s hereby agree to transfer to of the Grape Quota entitlements which are now being purchased by the Buyer. (Buyer) For and on behalf of the Seller: WITNESS: I / We the Buyer hereby agree to accept the above Grape Quota in respect of Section/s on such terms and conditions as the Board of Directors of CCW Co-operative Limited may, from time to time, determine. For and on behalf of the Buyer: WITNESS: For Office Use Only: Reason for Transfer : Approved: Accolade Wines Aust Ltd: Date : CCW Co-operative Limited : Date : 9

10 QUALITY ASSURANCE Do you have a Quality Assurance Plan Y/N Audit Date... Plan Type... Audit Type.. PHYLLOXERA MEMBERSHIP NUMBER: *** PLANTINGS PARTICULARS *** Block Number(s)... Vineyard Address... Irrigation Area... Variety Rootstock Hectares Patch No. Year Planted (over 4 years = aged or mature) Note: All applications for membership, transfer of quotas, and grape supply arrangements, are subject to written confirmation by the seller that the contractual arrangements relating to that transfer of property involved have been settled. 10

11 CCW CO-OPERATIVE LIMITED [FORM 3] FORM OF TRANSFER THIS instrument made the day of between (NAME IN FULL) of (hereinafter called the transferor) and (hereinafter called the transferee) (SHAREHOLDING NAME) of the address set out below WITNESSETH: That in consideration of the sum of $ paid by the transferee to the transferor, the transferor hereby transfers to the transferee (his executors, administrators and assigns) the.. Shares now standing in the name of the transferor in the books of CCW CO-OPERATIVE LIMITED to hold the said Shares unto the transferee upon the conditions on which the transferor now holds the same: And the transferee hereby accepts the said Shares subject to the same conditions. In witness whereof the parties hereto have set their hands the day and year above written TRANSFEROR..... TRANSFEROR..... TRANSFEREE..... TRANSFEREE Witness to the Signature/s of the Transferor/s Witness to the Signature/s of the Transferee/s :.... :.... TRANSFEREE: Shareholder s Name/s: (Full Christian and Surnames of all parties are to be shown) *** DETAILS OF SHAREHOLDING - PARTNERS etc. *** Mailing Address: Telephone No/s.: Home Work Mobile Facsimile... Address: For Office Use Only: Reason for Transfer : Category: Recommended Accolade Wines Aust Ltd : Date : CCW Board Approval : Date :

12 *** BANKING PARTICULARS *** Fruit proceeds to be paid to: Bank:... Branch/BSB No.:... Account Number:... Account Name:... (Please attach a deposit slip if possible) AUSTRALIAN BUSINESS NUMBER (ABN) ABN: PHYLLOXERA MEMBERSHIP NUMBER: *** PLANTINGS PARTICULARS *** Block Number(s)... Vineyard Address... Irrigation Area... Variety Rootstock Hectares Year Planted (over 4 years = aged or mature) Name of Vineyard Manager: (if applicable) Mailing Address: Telephone No/s.: Home Mobile Note: All applications for membership, transfer of quotas, and grape supply arrangements, are subject to written confirmation by the seller that the contractual arrangements relating to that transfer of property involved have been settled. 12

13 APPLICATION TO MAKE DEPOSIT To: CCW Co-operative Limited Sturt Highway BERRI SA 5343 I/We acknowledge receipt from the Co-operative of its Disclosure Statement dated 31 July 2007 and issued under Regulation 19 of the Co-operatives Act, I/We, the undersigned, hereby apply to make a Deposit of $.. (payment enclosed) in the Co-operative: * for a fixed term of 1 year, or * repayable at call on 30 days prior written notice, [* delete whichever is not applicable] at an initial interest rate of.. per cent (...%) per annum, such interest to be varied, calculated and payable in manner referred to in the said Disclosure Statement. Dated this day of (Signature of Depositor) (Membership No). (print name). (Signature of Depositor). (print name) ACKNOWLEDGMENT CCW Co-operative Limited hereby acknowledges receipt of the above Deposit on the terms and conditions specified above, and confirms that the term of the Deposit will commence on the date of this Acknowledgment. Dated this day of 200. (Signature of Authorised Officer). (print name)

14 WITHDRAWAL FORM INTEREST BEARING DEPOSIT (30 DAY - AT CALL) I / We of (name) (full address) hereby apply to withdraw an amount of: $ (amount in words) From my / our Investment Account, to be paid one month from the date of lodgement with the Co-operative. Payment to be made: (tick appropriate box) By cheque to the above address Will collect cheque To my/our bank account (please give details) Bank: Branch: Account Number: Account Name: Other: (please give details) Signed: Date: For office use only: Approved: Cheque No. Date: