Honiton Golf Club Agenda 1.

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HONITON GOLF CLUBNotice is hereby given that the 99th Annual General Meeting of the Club will be heldin the Clubhouse on Thursday 10th February 2022, at 7.30pmAGENDAThe meeting will be opened by the Chairman (Alan Pollock)1. Minutes.(a) To approve the minutes of the postal Annual General Meeting held on Thursday 25th February2021.(b) Matters arising from those minutes.2. To receive the report of the Management Board. Presented by the Chairman (Alan Pollock)3. To receive and adopt the financial statements for the year ending 30th June 2021.Presented by John Tierney4. To elect, under the provision of Article 33.3 proposed by Mr M Pipe.(a) PresidentMr A P HillelectionVice PresidentsMrs P Blackburnre-electionMr T DimondelectionMr S MartinelectionMr P Wallelection5. To elect under provision of Article 34.1(a) Mens CaptainWayne Broom Proposed by N PulmanMens Vice CaptainPaul Willey Proposed by W Broom6. To Introduce and Welcome the Ladies, Seniors’ & Juniors Captains(a) Ladies Captain 2022 – Sarah Loader(b) Seniors Captain 2022– Rob Sexton(c) Junior Captain 2022-Pierre Clifford7. Election of the Management BoardFour vacancies are available on the Management Board for 2022.In accordance with Article 7. Six members have been nominated. The three candidates with themost votes will be elected to serve on the management board for up to 3 years, the fourth to servefor up to 2 years. The results of the ballot will be declared by the returning officer.8. To elect under provision of Article 43Honorary Life Member Mr Max Pipe proposed by Mr Paul Hill, seconded by Peter Clarke unanimouslysupported by the board.9. To re-elect Easterbrook Eaton as Accountants.10. Other business or questions from the floor on which no resolution may be passed.By order of the Management BoardAlan PollockChairman

HONITON GOLF CLUB LTDMINUTES OF THE 98th ANNUAL GENERAL MEETING HELD ONTHURSDAY 25th FEBRUARY 2021 BY POSTAL VOTEDue to the Covid 19 pandemic the AGM was conducted via a postal vote for agenda items 1, 3, 4, and 7Reports and voting slips and accounts were posted out127 voting papers were returned, counted and verified by Mike Watts1a)MINUTES The Minutes of the 97th Annual General Meeting held on Thursday 25th February 2020 wereaccepted as being a true record. With 122 in favour 1 against and 4 abstentions.2. REPORT OF THE MANAGEMENT BOARDChairman’s Report – Alan Pollock Firstly please could we all take a moment to think of those members past andpresent that we have lost in the past year. Mabs Baker, Bob Barnes, Norman Black, Eddie Bonetta, Heather Clarke,Ivan Coode, Des Hendry, Catherine Hunt, Ray Neil, Pat Walker, Steve Waller. In a normal year the Chairman’s Annualreport to our members consists of a summary of the club’s main achievements during the year and an opportunity tothank all the members, volunteers and staff for their hard work and dedication to ensuring the success of our club. In2020 we held the Annual General Meeting on 13th February. The Captains’ drive-in on 16th February marked thelast time that the year 2020 could be considered to be normal. By early March it was clear that the situation withCOVID-19 in the country was deteriorating rapidly and to comply with government guidance the bar and restaurantclosed. For a few days Emma provided a take-away service out of her trailer until on the 24th March, we went intolockdown. With the closure of our course and clubhouse most of our staff were sent home. We were dealing with asituation that was changing rapidly. The government guidance on its support package was changing daily and to keepup with these changes the board had meet to evaluate the guidance as soon as it was published. Not being able tomeet in person did initially cause us problems but we soon became familiar with the online meeting package Zoom,which enabled us to meet remotely. Between the 24th March and the 28th July the management board held 21online meetings. With no income from hospitality, visitors or Opens the board’s highest priority was to secure thefinances of the club. We took steps to minimise our outgoings. The government provided an extensive package offinancial support including business rates holiday, the furlough scheme paying up to 80% of salaries and a businesssupport grant. Navigating the inevitable bureaucracy was very time consuming. It was some weeks before theschemes were open to applications and we could submit our claims. There was a further period of uncertainty whilethese claims were processed. We were determined to ensure that the course did not suffer from a lack ofmaintenance during lockdown and that it would be ready to play as soon as restrictions were lifted. Initially we had asingle greenkeeper, our Head Greenkeeper Stuart Broom working on his own. As the days lengthened temperatureincreased and the grass started to grow, the workload increased and we brought back greenkeepers from furlough.We completed spring ‘work week’ tasks well before reopening and were able to open the course to members assoon as the restriction on playing golf was lifted on 13th May. While reopening the course was a positive step itbrought with it a number of restrictions which meant that, hospitality and non- essential retail were still not

permitted. The clubhouse facilities other than the toilets had to remain closed. We introduced online tee timebooking and restricting the course to members only. This meant that we lost the revenue from our plannedfunctions opens and societies. As restrictions were eased between late June and into July, we were able to progressto 3 ball social golf, reopen the Pro shop, introduce supplementary rounds, reintroduce competitions and to allow 4ball play. Club V1 had extended the facility to enable competition entry fees to be paid online and also an app toallow scores to be entered. Early during lock-down it became clear that the golf programme would have to bereorganised and that our opens planned for May and June would need to be either rescheduled or cancelled. As aresult some opens had to be cancelled and the entry fees refunded. In addition to rescheduling the opens run by theclub, we consulted with each section to give them the opportunity to hold some of their opens. Between July andthe end of October we held a number of open events, cup competitions and the club championship. A big thank youto all the members that helped run those events. But unfortunately, our winners will have to wait until November toreceive their trophy. Presentation evening was a casualty along with almost the whole of our programme of socialevents. Reopening the clubhouse from lockdown #1 required careful planning. A sub-committee was formed in Mayto manage the reopening. The measures we introduced to ensure the safety of our members and visitors includedenhanced cleaning, limits on numbers entering the clubhouse, table service in the bar and restaurant, a one- waycirculation system, hand sanitisers and wearing of masks. Showers and locker rooms were to remain closed. The barreopened on the 4th July and restaurant reopened on the 6th July. The Gov track and trace requirements meant thatwe had to be able to provide the names of all members who played the course or entered the clubhouse to use thebar and restaurant. The online tee booking service enabled us to produce a daily start sheet which complied with thegovernment regulations. Once visitors were allowed, the track and trace logging system were expanded to recordthe contact details of visitors to the course and clubhouse. There was a major change to the way handicaps arecalculated with the introduction of the World Handicap System WHS. In September were visited by the WHSassessment team, were assessed and subsequently received the slope index. A series of planned memberinformation evenings had to be cancelled but fortunately help was provided in the form of online video training. InNovember there was lockdown #2 which was for a period of four weeks, we once again had to close the course andclubhouse for the duration. We took the opportunity to bring forward course improvement projects, such as thedrainage improvements close to the 1st and on the 2nd and 7th greens. We were allowed to reopen in Decemberbut only for a few weeks, until in early January closed again for lockdown #3. Once again, the course and clubhouseare closed most staff are furloughed Membership numbers in total have remained relatively steady despite theuncertainty. As an outdoor sport where it is possible to maintain social distancing, golf was one of the first sports toreopen during lockdown #1, however due to the track and trace requirements clubs were initially restricted toallowing members to play. On reopening the course after lockdown#1 our club experienced a mini boom of enquiriesfrom potential new members, who unable to play casual golf chose to join us. We did experience an increase of thenumber of members that chose not to renew. However since the end of lockdown #1 we experienced a similarnumber of new members. Overall our member numbers have remained broadly stable when compared with January2019. I will finish my report by thanking the board members past and present for their hard work, our members fortheir loyal support of the club, their understanding of the difficult situation and to our staff who responded to thecrisis, working with incredible flexibility as well as enduring the uncertainty of being on furlough. Finally, we hopethat despite the unsettling events of the past year you enjoyed being a member of Honiton Golf Club, look forwardto better times in 2021, we wish you a safe, successful and enjoyable golf in 2021 our 125th year3. TO RECEIVE AND ADOPT THE FINANCIAL STATEMENTSFOR THE PERIOD ENDING 30 JUNE 2020What a year we have had since my last report. Know one would have predicted what has happened in the last 12months in the world let alone the impact on the golf club. Despite the lockdowns and daily news of devastating lossfor so many families I think I can make an argument from the clubs finances view point, that we have been relativelylucky!

As you will see from the accounts we made a Profit for the year, up by approximately 48,000 on the previous yearof 63,258. This seems a staggering result given the disruption to the last 4 months of the financial year but severalthings conspired to help us through to the year end that we didn’t plan on.Firstly, our long standing claim for a Business Rates reduction was accepted and this together with the Governmentsdecision to not charge business rates for the current tax year meant a reduction in costs off 45,000 approximatelyacross the last two years.Secondly, the Local Authority Grant of 25,000 was a second lump sum that provided some piece of mind whilst weawaited the end of the first lockdown.Our luck continued in a way as golf was one of the few sports that resumed and this meant good visitor income andan influx of new members whilst they couldn’t play their usual summer sports.As a would expect from your Board, we reacted to the lockdown by cutting our costs and making use of the furloughscheme. The end result was reaching the end of the financial year with a rise in profit and an increase in cash from 159,599 to 290,743.I would point out though that our longer-term debt also increased by 50,000 over the period as we had committedto replacing some of the machinery.The Current YearOur luck did start to turn against us as longer-term members chose not to risk playing golf and our membershipnumbers dropped back at the July renewal. Since, we have maintained numbers at roughly the previous years levels.Further periods of lockdown and poor weather have not been kind to anyone. All the board have been able to do iskeep a close eye on our costs, which don’t all stop because we are closed and make use of the furlough scheme torecover a proportion of our wage costs. The furlough scheme isn’t as generous now, but it has enabled us to keepthe majority of our staff over the last year. We are lucky to have such good staff and their flexibility over the lastyear as well as their willingness to do what they can to help has been a highlight.We had to repay one of the members long term loans that we had outstanding. So the remaining amount stands at 30,000. Once we can see that Covid is behind us I hope to be able to repay the remaining loyal supporters.Currently, we remain well placed with cash in the bank of around 250,000. However, we are concerned that thesupport from the Government will soon be turned off and we can not tell when we will return to more normaltrading.It is incumbent on us as your Board to have the long term interests of the club at heart. I think for the time being,whilst so much uncertainty remains, all we can do is remain Prudent, reduce costs and claim whatever support isavailable.I would remind members that they will continue to benefit from a discount when they renew, compared to the pricea new member pays. This discount is a thank you for your support in this most difficult of years and whilst not agreat substitute for being able to play we hope it at least softens the blow.

I would normally be able to take questions at the AGM but obviously this is not going to be possible. However, thisdoesn’t mean to say that you can’t have your say. I would be delighted to answer any questions that you may have.If you email Adrian in the first instance, we will collate your questions and publish both the questions and answers.The accounts were adopted after postal vote of 127 returns 122 in favour 3 against 1 abstention4. TO ELECT EN BLOC UNDER PROVISION OF ARTICLE 33.3: 4a)Re Election of President – M R PipeRe Election Vice Presidents – A P Hill, A Jackson, Mrs P BlackburnPresidents and Vice presidents were re- elected after postal vote with 127 returns 122 in favour and 5 against7. ELECTION OF THE MANAGEMENT BOARD IN ACCORDANCE WITH ARTICLE 7.2There were four vacancies on the Board and four nominations had been received, therefore no ballot was necessaryThe following four members will serve on the management board for up to 3 yearsNameRon GRAHAMIan GUYAlex NEILNeil nderProposerSeconderAlan PollockSteve ButcherPeter ClarkeDavid RouseAlan PollockSteve ButcherDavid ChaffeyRoss Latchem8. TO RE-ELECT EASTERBROOK EATON AS ACCOUNTANTSAfter postal vote with 127 returns with 125 in favour 1 against and 1 abstention Easterbrook Eaton were electedAccountants to serve until 30th June 2021.9. OTHER BUSINESS OR QUESTIONS FROM THE FLOOR ON WHICH NO RESOLUTION MAY BE PASSED.The board invited members to submit questions to the board as an alternative to taking questions from membersunder Any Other Business. The Board would like to thank all members who took the time to submit their questions.Where a number of members submitted similar questions, these have been ‘grouped’ together.The board’s response to each question is shown after each question.1.Bill Phillips Subscriptions Due to the loss of a considerable amount of golf, I would suggest putting back therenewal of subscriptions rather than just freezing the fees.2.Jon Kane SubscriptionsI joined Honiton last year at the end of the first lockdown. We are now on lockdown 3 with no end in sightcurrently.

Bearing in mind in the last 12 months the club have had very low outgoings. In that time with greenkeepers,bar and catering staff, cleaners and shop workers being furloughed. In addition, a very low usage of all utilitiesI believe the club should be giving a refund or discount on renewing membership. Other clubs in the area havedone this with for example Teignmouth giving a 25% discount on membership when the first lockdown cameabout, along with the promise of further discounts if lockdown lasted beyond August 2020. The membershipat TGC had not actually asked for anything but it was offered by the club.They were doing this 12 months ago. I am surprised and disappointed that to date there has been nocomment to the membership from HGC. Can the Board please comment on this and if there is nothingforthcoming please explain the reasons why you have decided against this course of action.3. Janet Hughes Subscriptions the Finance Report reminds members ‘that they will continue to benefit from adiscount when they renew, compared with the price a new member pays. This by way of a thank you forsupport over a difficult year’. This is the first I have heard of any discount scheme so would ask that you pleaseconfirm the level of discount and the figure from which the discount is deducted. The latter could be any oneof 3 numbers - the cost of annual membership for a new member 880, the most recent renewal for anexisting member 799 (I believe?) or the 2021 renewal figure as yet unknown. If this is indeed intended tothank members for their support then the Club must recognise those members who have renewed withouthesitation despite having lost 11 weeks out of 52 (21%) in 2020 to Covid , and that in addition to days lost tothe weather.4. Ann Desmoulins Subscriptions I wish to raise the following question: -As a goodwill gesture to Members, willthe Board consider a reduction in this coming year’s annual subscriptions? Quite a number of Members feel asI do, bearing in mind that by the time our subs become due (mine on 1st July) we will have lost 4-5 monthsaccess to the course due to Government lockdowns and the Club has been able to avail itself of the variousGovernment help schemes on offer (and I believe, the District Council).5. Peter Wright Subscriptions I understand that surprisingly, despite the Covid situation, the club finances are in amuch better state than expected. I further understand that existing members will receive a discount comparedwith new members. Does this mean our fees will remain as per last year? If so, could you please comment as Iunderstand some local clubs are reducing fees by as much as 25% as compensation to existing members in lightof the golf that has been lost.Our Response. The Management of the Clubs finances is paramount to the success of the Club not just thisyear but over what we hope is the long-term future of the Club. It is incumbent on us to make decisionsthat do not endanger the Clubs survival and ensure that it is still here in another 125 years for others toenjoy. This is a responsibility that your Board, as you would expect, takes very seriously and are confident,the majority of our members, would prefer us to err on the side of caution in our decision making.Indeed, we have arrived at this point in this crisis in a reasonable financial position because we have madesensible decisions not just during the last year but over the previous years as well. The current cashposition has been hard earned and we do not intend to see it squandered.We cannot make decisions based solely on what other clubs are doing. We do not know their financialposition, liabilities or assets. We must instead focus on the needs of our own club both now and into thefuture.We should outline what we have done so far, what our future intentions are, and we hope, once clarifiedwill show that we have tried to be both prudent but fair to our members.At the end of the first lockdown, we made the decision to increase the subscription for full members to 880. This ignores the Devon County Golf fees and was a 100 increase on our rate at the time. We thenagreed that existing members would continue to pay the old rate of 780 until such time as we could notmaintain this figure without it impacting on the Clubs financial security.For the majority, July is our main renewal month and existing full members will have paid the 780, adiscount of 100. It is the Boards intention, assuming we can afford to do so, to maintain this discount forthe coming July renewal as a minimum.

Indeed, should we be able to, we hope to maintain this discount through to July 2022. You will, we hope,forgive us for not offering any guarantees, but rather accept our intention to thank our members for theirsupport throughout this difficult period by keeping the subscriptions at 780. However, if we can do this,members will benefit by 300 compared to our new subscription rate. This represents 38.5% of thesubscription and we would argue is in the long run more generous than some of the figures being quoted.It is also a reasonable approximation of the time lost over the last year.We believe this approach has two main benefits;a) it keeps the cash we have within the business to be invested in the course and facilities andb) it rewards our members who have supported us fantastically over the longer term.We currently expect to finish the financial year with at least 200,000 on deposit. This might be considered ahuge amount, but it is worth reflecting on the following points:a) we would normally spend around 350,000 and therefore our cash represents approximately 7months expenditure.b) We owe in members loans and long-term credit agreements approximately 130,000.c) We have two machines that need replacing which will cost around 80,000.The reality is that we are not a rich Club and we will need to continue to work hard at managing the financesand we will need your support. We hope, the comments above show we value that support and willendeavour to reward this, finances allowing.6. Jackie Seager Finance Accounts Looking on page 15 of the annual accounts, Employment Costs. It shows 6x green staff cost the Club 106,953 p/a and 2 x part-time Office Staff cost the Club more than half thatamount i.e. 58,881 p/a. Is that right?Our Response. The expenditure shown in this cost centre include more costs than the staff costs of the adminstaff. It also includes the costs of providing the services which are delivered under the Professional servicescontract. Why this cost has always been included in this cost centre is not known except that it has been shownhere for many years.7. Jackie Seager Opens Policy Sections of the Club are permitted to run a number of opens each year on theunderstanding that at least 50% of all entry fees will be retained by the Club, to cover costs for preparing andmaking the course and its facilities available (excepting Festival week @ 60% levy). With all things being equaland consistent, the same preparations are put in place for pro’s open day. When the Finance Policy wasreviewed last November (as per Club web site), would it not have been in the best interest of the Club andhelp towards securing its finances, that this Policy’s levy also applies to pro’s open day and not just beapplicable to members?Our Response. The Financial policy states that Any such events that require Courtesy of the Course (e.g.,Professionals Day) must be approved by the Management Board.In addition to the opens run by the club, sections are permitted to run their section opens, all entry fees areremitted to the club. The section can use up to 50% of the entry fees for prizes.It has been the tradition at HGC to grant ‘Courtesy of the Course’ to the Professional to hold an annual Openevent This is reviewed and approved by the board as part of setting the fixtures and events for the followingseason. Adrian did not hold his event in 2020 because of Covid 19. The board felt it needed to restrict thenumber of Opens to those that had the potential to see the largest support and generate the greatest returnfor the club. It is hoped 2021 will see the club return to a more normal time. The board feel that a majority ofmembers would wish that the club continue to grant courtesy of the course to events such as pro’s day.

8 Olwen Eaton Legal Recording of minutesCould I please ask the Board why the minutes of the 6th August has not been approved and put on the website as this meeting was duly held and convened as set out in Sec 249 of the Company Act 2006 with 6Directors attending and all received a copy of the minutes? A meeting was held on the 24th Sep 2020 wherethe course and club house were discussed but there was no mention of the restructuring of themanagement which was in the 6th Aug minutes. Is it legal for minutes to be discarded by the Chairmanwithout discussion or would this be construed as mismanagement and liable to investigation?Our Response. It is statutory duty of the club to upload the minutes of regular meetings concerned with themanagement of the club.The meeting held on the 6th August was not a regular management meeting but as stated on the Agenda wasa Business Project meeting to hear and approve a proposal by two directors. Minutes of Business projectboard meetings are circulated to directors and held in a project file held by the Director leading the project.There is no requirement under the reference for minutes to be published as they are different to themanagement meetings for the running of the club.The project being proposed was a review of the management structures of the club. The meeting attended by6 directors accepted a proposal that two directors would conduct this review and report progress to theboard.9. Olwen Eaton Co-opting directors to the board. Could I please ask the Board why they have exposed the clubto possible litigation by contravening the Equality Act after so much work has been done over the past 3years to put the club on a legal footing? By asking the Men’s Captain on to the board without recognising oracknowledging that the Ladies Captain was of equal status and deserved to be treated equally was astatement to all members that Ladies were of no consequence at HGC. The long statement of excuses of whosaid what etc. issued by the Chairman to the members after being challenged did nothing to mitigate thelegal position of the club or justify the Boards actions.It would be reasonable to assume that no Lady would consider standing for the Board after 2 Ladies resignedwith no explanation to the members and that it was known a complaint had been submitted whichencountered many unjustified delays and is still outstanding. The time taken to handle the complaint could beconstrued as deliberate to prevent Ladies standing for election leaving the validity of the 4 candidates beingautomatically declared Directors without due consideration of all the facts being put before the members.In the meeting of 16th November 2017“There was much discussion regarding the Companies Act 2006 and the Equality Act 2010. . It wasconfirmed that Directors held a legal obligation to ensure HGC operated legally within both Acts.”In the minutes of 17th July 2018“Discussions on the Equality Act regarding the Club Captain’s position were had. .The Board discussed the ideaagain of having a Director of Golf within the Management Board, this would satisfy the Equality Act if there was aLadies Captain & Mens Captain.”In the minutes of 18th September 2018 .“It was agreed an EGM would be called prior to the AGM to amend the Captains position as currently given in theArticles of Association”. Our Response. In compliance with our Articles, we a approached several full voting members and asked each of themif they would be willing to be co-opted onto the board to fill a temporary vacancy and serve until the AGM. Of thosewe approached, one member accepted our invitation. We did not approach any officer of the club including theMen’s Captain in the way you suggest.

10. Olwen Eaton Finance Could I please ask the board why under the Employment costs they record the retainerthe club pays the Golf Professional. The Golf Professional is self-employed and supplies a service to the cluband not employed by the club? This is very misleading to the members and while it is acknowledged that thisis an historical format for the club, it was established in 2019 that the Golf Professional agreement, whichwas around 30 years old, needed to be brought up to date as stated in minutes of the 31st Oct 2019.Employment CostsOffice Staff Wages2020 58,8812019 65,325stMinutes of the meeting of the 31 October 2019“The Golf Professional agreement, which is more than 30 years old, needs to be brought up to date. The NGCAA hasa template which can be used. This needs to be updated with the Pro job description HGC.04.C02, which was agreedin 2015. There will be a conflict of interest between two parties and the matter will be discussed without AC beingpresent”.It was also agreed that the Club Manager who is also the Golf Professional would not take part in the discussions asit would be a conflict of interest. Could I ask if there is an audit trail of documents and minutes that would legallyconfirm that this was the case?Our Response. It has been the usual practice established over many years to include the cost to the club ofproviding the Professional services in this line of the P&L accounts. There is no intention by the board toattempt to mislead members. There is no link between the need to review a contract and where in the P&Laccount the costs are accounted.11. Janet Hughes Use of member’s card. At the AGM last February, I asked if use of the members card could beextended to the Pro Shop. I did say it wasn’t an urgent matter but I would appreciate an update as havingchecked Board Minutes I can’t find mention of it.Our response. There is no connectivity or compatibility between the Club V1 system which would allowmembers to use their Bar card on the Financial system used by Adrian to manage members Pro Shopaccounts. It is not possible to integrate members bar accounts with that of their Pro shop account.Adrian plans to upgrade his shop system (delayed from April last year) which he anticipates will have afeature to enable members to view their account via an app, the system will also offer the option for anemailed monthly statement.12. Terry Dimond Director’s Selection.I have been a member for 25 years and held many ‘responsible’ positions within the club.I was on the ‘Committee’ when we instigated the foundations of a change of governance.Due to circumstances at that

The meeting will be opened by the Chairman (Alan Pollock) 1. Minutes. (a) To approve the minutes of the postal Annual General Meeting held on Thursday 25th February 2021. (b) Matters arising from those minutes. 2. To receive the report of the Management Board. Presented by the Chairman (Alan Pollock) 3. To receive and adopt the financial statements for the year ending 30th June 2021. Presented .