Drayton Park Golf Club Ltd
The 97th Annual General Meeting was held in the Clubhouse on Thursday, 13 December 2018 at 6.00pm.
There were 74 voting members in attendance. All Ordinary Members were required to give their names.
Apologies were received from the following members:
The Chair of the meeting was Graham Young. Minutes were taken by Paul Smith.
1. Minutes of the 96th Annual General Meeting held on 14 December 2017
There were no matters arising and on a proposition from Greg Elton, seconded by Val Scaldwell, the minutes were approved and signed by the Chair of the Board, Graham Young.
2. To receive the Chair of the Board’s Report
Graham Young presented the Chair’s report to members.
‘’ Mr President, Mr Captain, Madam Captain, Mr Seniors’ Captain, Members.
12 months ago, I emphasised that the management structure and associated governance would evolve over time. To this end the Board initially gave due consideration to improving the management structure. This included preparing job descriptions for each role and included terms of references for the various Sub-committees, etc.
In conjunction with this the Task Force, led by Rod Bell, successfully negotiated the relevant changes to the Articles leading to the inclusion of re-named Golf and Social Committee (GASC) which I am confident will not only improve communications and the general running of the club but also lead to greater overall engagement by our membership.
The Board will continue to give the course priority and whilst I am aware that the decision to part company with the Course Manager was seen by many as controversial, I remain confident it was the right decision. From an employment law perspective, I am unable to elaborate, however I can assure you that this decision was not taken lightly and had Drayton Park Golf Club’s best interest at heart. I can also confirm that the search for a replacement is well under way and I remain confident of making a suitable appointment shortly.
The course report was circulated in advance of this evening by the Course Director, Bob Nason, and he is happy to provide any further clarification necessary under ‘Any Other Business’.
From a financial perspective the detail of which will be provided later this evening by Adrian Cooper, I can confirm that with exception to some one-off costs the bottom line is roughly in accordance with our expectations. Memberships overall are up, income from memberships and green fees is also up and, in accordance with our commitment to the course, course expenditure exceeded budget.
In April 2017 the Food and Beverages facility was fully managed by DPGC. Adrian Cooper will expand on the explicit detail but I can at least confirm the move from outsourcing to an in-house facility has from a financial perspective proven successful.
Concerning the Biomass boilers and Solar Panels, in the first instant, I am pleased to confirm that the loans are scheduled to be repaid in accordance with the agreements. The biomass boilers are however a potential source for concern. Issues concerning reliability, performance and longevity of the boilers have emerged and a full review commenced. The review will be led by Adrian Rake, our Facilities Director and a report issued in due course. To reiterate, there is no impact on the membership loans.
So, what of the future?
In many ways 2018 was a tough year, for example from a weather perspective, an unprecedented period of inclement weather was followed by an equally unprecedented prolonged dry spell which impacted many facets of both the course and the club. The new management structure including the Articles of Association was embedded and will I am sure continue to evolve, particularly concerning process.
Concerning the irrigation project and when concluding the negotiations to secure a competitive mortgage, we should take comfort in the knowledge that the club met two key metrics set by the Bank, being the loan to asset ratio and the ability to service the debt.
We successfully integrated the food and beverages provision and next year we will conduct a thorough review of the pro-shop. Were this also to prove successful a net cost in the profit and loss account could be transformed to an income stream.
With the assistance of John Woods, a constructive dialogue has opened with Drayton Manor and I look forward to reporting further news in the coming months.
England Golf predict that participation in golf will continue to rise but memberships will decline. Therefore, DPGC must prepare and in order to remain successful, must adjust our present day thinking and present a golf course worthy of play.
In the New Year the Board will prepare quarterly objectives which will be shared with the membership including targets for the course and profitability, etc.
Before closing I would like to express my sincere appreciation to the tellers, for as usual doing a stirling job both checking and validating the voting; the admin team including Adrian, Claire and Heather; the Greens’ Staff, the catering team, Steve and Matt in the Pro-shop; my fellow Directors; to the many volunteers who continue to give up their precious time benefitting our club enormously; and of most importance, you the membership.’’
Adrian Cooper presented a series of slides in relation to the 2017/18 accounts, together with his ‘General Manager’s 2019 Plan’. He confirmed that copies of his presentation material would be included with the minutes of the meeting.
Paul Murrall advised the meeting that during the preparation of the accounts it had been necessary to reconcile the depreciation rates and undertake a review of the Club’s fixed assets to ensure that items either scrapped or lost were excluded.
Phil Bishop questioned whether it was good practise to enter £6,000 in the miscellaneous section of the accounts without giving further details. This issue was also queried by Kurt Bridgen.
In response, Paul Murrall reassured the meeting that a full breakdown of miscellaneous expenditure was available and that each line of the accounts had been looked at in
detail. Referring again to the Club’s treatment of assets, he reported that it been the previous practise to write these off over 20 years. However, in the latter stages of preparing the accounts it had been discovered that the Club’s Biomass boiler only had a manufacturer’s estimated life expectancy of 10-12 years. It would, therefore, be necessary to make a slight adjustment to the accounts before lodging them with Companies House, to reflect the reduced write-off period.
Mick McEntee questioned whether members would be able to approve the accounts without knowing how much adjustment would be involved. Picking up on this point, Tony Herring invited the Treasurer to give an indication of the likely value of the adjustment. Replying, Paul Murrall said that the accounts reflected a true record of the Club’s overall trading position and that in respect of the Biomass boiler, there would be a maximum adjustment of circa £10,000 in additional depreciation.
To help clarify the position on the Biomass boiler, Adrian Rake (Facilities Director) confirmed that whilst the manufacturer was still operating, the original supplier was no longer trading, the warranty was no longer valid and the maintenance contract had expired in October. Therefore, he intended to meet with the Committee members originally involved when the Biomass boiler installed to gain a better understanding of the agreements entered into. Graham Young added that the boiler’s reliability had not been good and that a due diligence review was needed before the Board could advise members further. He also agreed that a 20 years depreciation timescale on the boiler was inappropriate and that it would only be putting off the inevitable if something was not done in the near future.
John Wood offered his knowledge of the situation as one of the Committee who had agreed the original Biomass boiler installation. He said that the main driving force behind the Committee’s decision to install the boiler was the Renewable Heat Incentive subsidy which was estimated would generate an income of £12-13,000 per annum initially. He confirmed that there was never any intention to continue with the Biomass boiler usage beyond 20 years and that the plan was always to revert to an oil-fired boiler at that point. He believed that the main problem was that within the industry, there had been a concerted effort to spread incorrect information about the Biomass boilers installed by My Generation. This involved suggesting that these boilers would ‘fall apart’ after only a few years.
There being no further questions and after being proposed by Dave Elton and seconded by Di Rowlands, the accounts were adopted.
4. Election of Board Members
Adrian Cooper announced that the results of voting for three vacant Board positions, were as follows:
Chair of Board Graham Young Elected unopposed
Treasurer Paul Murrall Elected unopposed
Golf and Social Director Janet Clark Elected - 112 votes
Greg Elton 59 votes
5. Propositions Requiring a Special Resolution
Graham Young read out the following statement:
‘’In the first instance, two propositions were presented by the Membership; the first concerning the re-instatement of the Club Captain albeit in a figure head capacity; the second concerned voting rights of Vice-Captains.
Any amendment to the Articles of Association must be the subject of a Special Resolution. Unfortunately, two administrative errors have arisen; firstly, the on-line voting tool was updated after voting commenced and; the proposed changes were not specified as being a Special Resolution within the required notice period.
I apologise profusely to those members who presented the propositions and to you the Membership who have actively participated in the voting process. Furthermore, I have taken steps to simplify the on-line voting system and to ensure errors of this nature are eliminated in the future.
Given the facts I do not think the nature of the AGM is either competent or the place to resolve the issues and after great deliberations I withdraw both propositions from this evening’s proceedings.
The Board accepts responsibility to ensure compliance with our governance. Furthermore, the Board will support the members to ensure the propositions receive the attention deserved and in submitting their propositions in accordance with our Articles.
Once again, I apologise for any inconvenience caused.’’
Mick McEntee asked the Chair for further confirmation that the two propositions would not be considered that night. This was given.
Barry Smith felt that there had also been irregularities in the voting process relating to the election of Directors, saying that members had only been allowed one chance to access the online voting system. In practice, this meant that if they accessed the system to cast a vote for an individual candidate, they were not then allowed to access the system again to cast their remaining votes. He also questioned why members had not been allowed to vote for and against unopposed candidates for the Directors’ positions, despite legal advice given to this effect during the drafting of the new Articles of Association. In his opinion this was wrong as such a voting system would have identified whether there were more members against an unopposed candidate than there were in favour.
Graham Young reiterated that an administrative error had arisen in relation to the online voting process for the two propositions but that this had not affected any of paper votes cast, nor had it impacted on the voting for the Directors’ positions. He also confirmed that in future, individual propositions would be voted for separately when using the online voting system.
Mick McEntee questioned whether it had been possible for members to vote twice on the matters put before them and referred to the voting link being temporarily removed from use and then re-introduced.
David Winter confirmed that during the counting of online votes, the tellers had ensured that there had been no double-voting. He also assured everyone that the number of errors identified was very small and would not have changed the overall voting outcomes. Greg Elton also indicated that the Intelligent Golf system used for online voting had a built-in security which recognised user logins and prevented members from voting twice on the same item.
Concluding the discussion, Graham Young apologised again for the errors that had arisen but assured members that the voting system would be fully reviewed before it was used again. In the meantime, he felt comfortable that the tellers had accurately completed their job in enabling the voting results to be announced that night.
6. Appointment of Auditors
Paul Murrall reported that although it was still proposed that the Club’s current auditors, Adams Moore Accountants, should be re-appointed for the forthcoming financial year, the Board intended to review that arrangement during 2019 by undertaking a tendering process.
On that basis it was proposed by Bob Nason and seconded by Peter Harper that Adams Moore Accountants, be re-appointed. This was agreed.
7. Any Other Business
Referring to the condition of the fairways, Bob Nason explained that a decision had been made to over-seed them starting in Autumn 2019. He introduced David Hartley, Acting Course Manager, and invited any questions from those present.
Responding to these questions, Bob confirmed that if any members wished to use mats for social games during the winter months there would be no objection. However, David indicated that although mats had been previously used to protect the fairways, the current problems of thatch and shallow-rooted grasses meant that there was now a need to start encouraging finer grasses on the fairways. Unfortunately, the extreme Summer conditions experienced in 2018 had highlighted inherent problems but the measures outlined in the latest Course Report would hopefully remedy these.
In relation to the length of cut of fairways, David did not believe that having more growth would make the fairways less vulnerable. Bob added that the issue was not the length of grass but its quality.
On the issue of the white sheeting used to protect and propagate freshly seeded areas, David reported that this methodology had proved successful next to the green on the third hole but perhaps in other areas, the sheeting had been removed too early before the seeding had properly developed. It had also been less successful in higher traffic areas. He acknowledged that the maintenance of ‘sand splash’ areas adjoining some bunkers needed to improve.
Graham Scaldwell thanked David Hartley for his attendance at the meeting which he felt sure had been greatly appreciated by all those present. He remarked that David had provided continuity within the Greens’ staff over several years and it had been extremely good of him to face the questions raised during the meeting. These comments were warmly applauded by members.
In response to a question concerning the removal of certain bunkers and whether members could expect a longer-term 5 year course plan, Bob Nason replied that such a plan did not currently exist. However, the first priority in the coming year would be hold members’ forums to discuss the possible content of such a plan.
Bob confirmed that interviews for a new Course Manager were currently underway but that the eventual appointment would not affect the plans outlined in the latest Course Report.
b. Special Resolution
Returning to the issue of the earlier withdrawal of the propositions arising from administrative errors in the online voting system, Mick McEntee questioned the Chair once more on why the voting system had been trusted for the election of Directors but had been withdrawn in respect of the two propositions.
In reply, Graham Young reiterated that the problems only related to the propositions as he previously explained. These problems did not impact upon the votes for the Directors’ positions.
Bob Nason confirmed that the Club was no longer receiving advice from its previous agronomist. This was not, however, at the Club’s instigation but had arisen when the agronomist had been asked to identify other courses with a fine grass programme.
8. Club Captain and Ladies’ Captain
Alan Street, outgoing Club Captain, addressed the meeting.
‘’I would like to welcome Past Captains, Past Presidents, ladies and gentlemen to the first ‘Club Business’ Annual General Meeting.
Well, what a year, a new Board of Directors at the start of it to run the business and a new set of Articles of Association. But I have enjoyed my year as Captain and the big competitions we have hosted, one being the Staffordshire AM Championship and another being the Junior European Qualifier in which we had two Junior players who qualified for the final in Spain. I have also had a great year working alongside Val Morris and enjoyed working with my Vice Captain, Nick Geary and playing in A and B team matches.
My Captain’s Awayday at Robin Hood was a great day out and I would like to give a big thank you to Bob Nason for running the day.
Captain’s Week was a really special week for me, made possible by all you members who turned out to play in the competitions that week. As I have said, a special thanks to Hazel Stewart and Pat Afford who ran the Wendy House for me and a special thanks to Eugene Ryder for his assistance that week as well. Also, I would like to express my special thanks to Wal Stich for setting up the competitions that week. Finally, I wish to thank the Seniors’ Section for donating £1450 to the Club.
I would like to close by saying that it has been an honour to have been your Club Captain for the year.’’
On being presented with his Club Captain’s jacket, Mr Nick Geary replied:
‘’Board members, Past Captains and most of all, the members, I am honoured to be given the opportunity to represent you in 2019 as Club Captain of Drayton Park Golf Club.
I want to thank everyone for the help I have received in 2018 as Vice Captain. In particular I would mention Steve Baxter and Matt Fieldsend, Becki and the barstaff, Heather and Claire in the office, together with Past Captains for the advice given to me; otherwise I would not have had a clue!
I look forward to working with Julia Gaunt. Going forward, I want to promote Drayton Park and make sure that people enjoy coming to our great golf club.
No person or section is bigger than the club itself, the club always comes first. I will try to make sure that I conduct myself in a way that helps the club move forward.
I hope that I get the support from all members that puts us in a better place than we are today, with respect to all members and transparency to ensure we improve and keep this great golf club going for years to come.
I wish to thank my wife for her support and hope that everyone participates in the coming year’s activities.’’
Val Morris, outgoing Ladies’ Captain, addressed the meeting:
Mr President, Captain, Past Captains, ladies and gentlemen.
The time from becoming a Captain and then becoming a Past-Captain passes very quickly. I have really enjoyed my year and I believe I would have enjoyed it all the more had I had better mobility.
I have to thank all the ladies, plus certain men for helping me to get through the year. President Jon, Captain Alan, David Winter, Eddie Joyce and our Pro, Steve have been particularly helpful and I thank you all.
A huge thank you to Julia for putting herself forward to take over as Captain from me. I really do hope you will all support her and wish her all the very best for the coming year.’’
On being presented with her Ladies’ Captain brooch, Julia Gaunt thanked everyone for being given the opportunity to serve as Ladies’ Captain and said she would enjoy working together with Nick Geary in the year ahead.
9. Election of Men’s and Ladies’ Vice-Captains
Following a vote by members of the Men’s Section, Alan Street announced that Mark Sandford had been elected as Men’s Vice Captain for the coming year. Mark said that he was looking forward to supporting Nick Geary and to the challenges that would come ahead. He also offered his commiserations to Billy Mee, who had stood for election against him.
It was reported that the Ladies’ Section had yet to identify a candidate for the Ladies’ Vice Captain’s position.
10. Election of Men’s and Ladies’ Honorary Presidents
John Sawle was appointed as Men’s Honorary President and Pat Afford was appointed as Ladies’ Honorary President, both appointments being until the next Annual General Meeting.
11. Election of Vice-Presidents
Fred Meddes, Alfie Foster and Sheila Foster were re-elected as Vice-Presidents.
12. Honorary Membership
Referring to his first absence from an Annual General Meeting in 40 years, Graham Young paid tribute to the enormous contribution of Fred Meddes to Drayton Park Golf Club. In recognition, he announced that Board wished to offer Fred Honorary Membership. This was unanimously supported.
13. Additional Statements
a. Val Scaldwell reminded those present that this was a members’ club, yet personally she had not felt so irrelevant as a member than at any time during the last 30 years. She referred to an over-reliance on website communications instead of hard copies being sent to members; an increase in tee reservations including Society bookings on Sundays; the price of food being higher than charged at Marks and Spencers; and profits being made at the members’ expense. Therefore, she wanted members to be properly informed about what was going on.
b. Mick McEntee expressed his extreme disappointment in the Club and announced that he had decided to step down as Junior Organiser.
There being no further business, the Chair thanked everyone for their attendance and closed the meeting at 9.15pm.