2016 AGM Minutes

Minutes of the Annual General Meeting of
28th JANUARY, 2016
The Captain welcomed members to the Company’s Annual General Meeting and reviewed the protocols for the evening.

Protocols for the meeting:
• No fire drill is scheduled. If the alarm is sounded, please leave the building immediately.
• Please switch off all mobile phones.
• Attendance and apologies for absence will be recorded in the Minute of the meeting.
• Votes will be by a show of hands unless a poll is required by the meeting and except for the special resolution, for which voting papers have been issued. Scrutineers for voting will be Bert Kerr and Norman Irvine.
• Anyone wishing to speak should stand, wait until a microphone is provided, and state their name for the minute of the meeting.

108 Members of Baberton Golf Club attended with 25 Apologies.
Agenda item 1(a): Minute of the Annual General Meeting on 22nd January 2015
The draft minute was circulated to members shortly after last year’s meeting. No comments or requests for correction have been received from members so I now propose that the minute as circulated in draft be accepted as a true record of the meeting.
There were no objections to the minutes and these were accepted as a true record of the meeting by the membership.
Agenda item 1(b): matters arising from the meeting on 22nd January 2015
The draft minute shows no matters which require to be addressed. I intend to deal with any item which may be deemed to be a “matter arising” at the appropriate point in the course of the meeting.
Agenda item 2: to receive the Director’s Report

The report which is attached to the notice for this meeting is the minimum required for the Companies Act.

There is one item, relating to members’ achievements, to be added to the report, but I would like first to make two observations.

First, I would like to record my appreciation for the forbearance, understanding and support which members have, in general, shown during all the changes and upheavals to which we have all been subject, not just in the last year but for several years before. I believe that most, though perhaps not all, members accept that all of the things we have chosen to do, as well as those which have been forced on us, are for the future benefit of the Club, however troublesome they may be at the time.

I would like also to thank all of the Board members and others who have given their time and experience – and their money when it was asked for – to help us manage the Club and address each problem as it has arisen, and Alan Goodman in particular for his dedication in making us think hard about what we should be trying to do, and how to achieve it. I know that the occasional lack of comprehension some of us have shown from time to time has caused Alan some intellectual pain but he is to be commended for moving the Club towards a more perceptive and robust style of management.

One achievement which was missed from the report is that Finlay McCall won the Youth Championship for the fourth successive time – the first time this has been done, and equal to the overall record number of wins. The others are by Karen Marshall who won the Midlothian Champion of Champions for the third time (equalling Joan Marshall’s record) and by Karen who, playing with Wendy Nicholson, won the Scottish Stroke Play Foursomes. I am happy to make members aware of these achievements and to offer our congratulations to Finlay, Karen and Wendy.

If members have any questions about the report, I will be happy to attempt to deal with them now. However, as the Finance Report follows as the next agenda item, members may wish to keep back questions until that has been presented, or until we reach “Any other competent business” on the agenda.
I now propose that the Directors’ Report be adopted.
There were no questions and the membership accepted the Director’s Report.
It is customary at this point to record the names of members who have died in the preceding year.

These are:
• Jimmy (“Ruby”) Murray, a Life Member
• Angus Galloway, a member for 50 years
• Jack Wishart, a member for 7 years
• Marion Anderson, a Life member and a former Ladies’ Captain and Champion
• Neil Rutherford, a member for 42 years.

I should also mention the death of Isobel Steel who, although no longer a member at the time of her death, had been one for many years previously.
Agenda item 3: to adopt the accounts for the year ended 31st October 2015
Rodger McArthur, our Finance Convener, has prepared a report which was circulated with the papers for this meeting and I will not add anything now to that report. I invite our Club Manager, Keith Nicholson, to report on our accounts for our financial year to the end of October 2015 and Keith and Rodger will be available to answer any questions members may have.

First and foremost I would personally like to thank Mr Richard McNeil for all his support and guidance with the accounts and VAT returns again this year.
Finance Convener Rodger McArthur has given an overview of the changes we have made to the business and our strategy for 2016.
Brenda Russell has joined the Finance Committee in 2015 and has proven to be a positive addition to the team.
Rodger has highlighted the shortfall in membership income in his report, but we look positively to build on the membership retention and acquisition initiatives that we have put in place in 2016. We are looking to strengthen our bar and catering going forward and look to the members for feedback on what they want from their club to ensure the profitability of the operation. We have used the 2015 figures as a benchmark for our budgeting going forward.
Sponsorship of all the 18 tees has allowed us to install the new tee signage in 2015 and we are always looking at developing further partnerships with companies in other areas of the business as part of our marketing plans.
Course expenditure has shown an increase from £252K to £263K on note 6. We have spent more on the general upkeep of the course and will continue to do so as we look to develop better playing surfaces around the golf course and bring on growth in the reconstructed areas. The STRI continue to give an independent view on our course and work with the Course Manager and his team to bring the course consistently to the levels members wish to see. Feedback from the two members surveys have indicated that the members are pleased with the improvements we are now seeing on the course.
House expenditure continues to be closely monitored. We resolved the gas supply issue in the clubs favour and the £13000 accrual has been posted to this year’s profit and loss on the advice of our accountants. We have also received a back payment of electricity charges from the old clubhouse of £7000. Allocation of staff costs and other items to the bar and catering have also seen a reduction in comparison to 2014 figures. In 2014 we also spent money on miscellaneous item finishing of areas within the club which were one off costs.
Administration costs have increased this year primarily due, professional fees which consist of £2k on vat recoveries and £3k on 1st hole designer costs. Depreciation on pc’s installed in 2014 increase our costs in this area. We now show some costs posted to social events previously as management costs and we ordered new cards – this had sponsorship to offset the cost but these cards will see us through 2016. These two entries primarily are responsible for the increase in incidental expenses. Finally, staff training was £1k and an adjustment to 2014 wages costs was corrected in 2015 to the value of £1k.
The Balance Sheet shows that we have a reduction in Bank Deposits at the year end and an increase in stock primarily due to an increase in bar and catering stocks on last year. We had to use our overdraft facility this year, from December to January, peaking at -£60K prior to the subscriptions coming in. We have also replaced machinery on the course, a greens machine and Rough Deck and brought in a turf iron which has allowed us to improve the course conditions
We will utilise the monies in the balance sheet allocated for construction work 2016, as well as the monies we listed as possible capital commitments to Ogilvie in the 2014 accounts, to complete the snagging work. This will inevitably increase our overdraft position at the year end.
Our loan and lease payments we remain to pay back our loans, with our Energy saving loan being paid back in full in early 2017. We have increased our lease creditors as we replace our green keeping machinery in line with our replacement schedule.
As highlighted last year we continue to see a change in our membership profiles. We have seen growth in Social, Young Adult and 5-day membership – this is due to some members dropping down from 7 and 6-day memberships and the introduction of a spouse membership. We have worked hard to maintain our membership numbers which is encouraging in this economic climate. We are continually trying to attract more members, but are always evaluating the use of the course and clubhouse facilities. The drop in junior members again remains a concern to the Board and we continue to try and encourage the junior members and introduce more activities that will engage them at all levels.
The online booking system has allowed us to attract new business to the club via the internet with links with Golfbreaks, GolfNow and Teetimes.co.uk which allow us to utilise unused tee times. We continue to advertise locally for members and have advertised in. We have also utilised the new facilities to market corporate meeting facilities and golf packages. We also have a small focus group lead by Dave Kerr and Bruce Hydes that look after our twitter and Facebook communications and who feed into general marketing group led by Tom Cannon.

Annual Subscription
The budget had been drawn up to cover running costs going forward for this year and repayments to our loan & leasing facilities. We continue to budget taking into account trends in membership figures and likely increase in costs and then set the subs accordingly. The Board accepted the Budget proposal from the Finance Committee and this has been presented to the membership in the Notice of this Meeting.

There were no questions on the accounts

I now propose that the accounts be adopted.

There were no objections and the accounts were accepted by the membership.
Agenda item 4: to re-appoint the Reporting Accountants
The Board proposes that Messrs. Whitelaw Wells be re-appointed as Reporting Accountants for the forthcoming year.

There were no objections and Whitelaw Wells were re-appointed by the membership.
Agenda item 5: change to Bye Laws – annual subscription
Members have already been made aware of a number of changes to the Bye Laws during the year, and we have received no resolution objecting to any of these. However, it is necessary to obtain the approval of this meeting to one change, which is the level of the subscription for Ordinary Members.

The Board proposes that, in relation to Bye Law 5.2.1, the annual subscription for Ordinary Members be £825.00 plus the relevant golf union affiliation fees (these being £11.25 to Scottish Golf Ltd. for both ladies and gentlemen, and an additional £1.35 to the Lothians Golf Association for gentlemen only). The respective totals are £836.25 and £837.60.

I must make it clear that the increase in our annual subscription is the least which the Finance Committee and the Board consider feasible if we are to work towards meeting our aim of maintaining a positive cash-flow. Rodger’s report, and Keith’s review, make it clear that while every attempt is being made to control costs and to find new sources of income, a small increase in the annual subscription is unavoidable.

This proposal is made by way of an ordinary resolution, which means that a simple (50%) majority of those voting, in person or by proxy, is required for its approval. I propose to take the vote by way of a show of hands. Before I do so, are there any questions on this resolution?
I now request members to approve amendment of Bye Law 5.2.1 as previously noted. Will those in favour please raise their hand and keep it raised until a count is made?

I declare that the resolution is carried by a clear majority. Will those who oppose the resolution please raise their hand
There were no objections and the Annual Subscription was accepted by the membership.

Bar levy
As in previous years, the Board wishes to retain the right to apply a bar levy, but to keep the amount at £0.

Is there any objection to this?

There were no objections and the Bar Levy was accepted by the membership at £0.
Agenda item 6: Special Resolution to amend the Articles of Association

A lengthy list of proposed amendments is attached to the papers for this meeting. As is explained in the Directors’ Report, most of these are “housekeeping” – small changes intended to clear up inconsistencies or other areas of potential confusion. Although I will be happy to explain the substance of, or the reason for, any of the changes to members, I would like to draw attention to two in particular.

The first appears at various points in the “Paper Apart” which has been circulated. This recognises that we need to be clearer about how many days’ notice the Company or members should have to give for various things, and how we should define the time periods. We (and by that I really mean Alan Gammie, whose involvement has been invaluable, and myself) have inserted a definition of a “clear day” and applied that consistently throughout the Articles.

The most significant change is at Article 5.1.1. This changes the age at which a member can be considered an “Eligible Member” for the purpose of voting, for example at a general meeting, from 21 to 18. This change is both desirable and necessary. It is desirable because it brings us into line with most other institutions: bear in mind that the voting age for UK Parliamentary and other elections became 18 in 1969, so we’re only 47 years behind on this. The change is necessary, though, if we are to retain our Community Amateur Sports Club status. The message sent out to members in December explained why the Board resolved that remaining a CASC was the correct approach.

As this is a special resolution, a majority of 75% is required, and the voting papers previously distributed will be used if required. Does anyone have a question on any of the proposed changes before I ask for the vote to be taken?

Will those who oppose the resolution please raise their hand

There were no objections and this was passed unanimously.
Agenda item 7: to elect Office Bearers and Directors
Item 7 is the election of Office Bearers and Directors.

Your Board has proposed that Alan Goodman be Captain for the years 2016 to 2018. I can say, with complete honesty and no false modesty, that most of the things I have got wrong I have done by myself, but that most of the things we as a Board have got right have been with Alan’s involvement, and often at his initiative. I, and the rest of the Board, believe that the Club is very fortunate to have someone with Alan’s proven experience and skills who is willing to take on this task and, there being no other nominations, I would like to ask the meeting to show its approval for Alan’s election.
Alan Goodman was appointed Captain by the membership and took over as Chair of the meeting.

Thank you Brian. It’s a great honour to be asked to be Club Captain.
Before moving on to the next agenda item I’d like to put on record thanks to Brian for not only two years of hard work as Club Captain but another decade of work helping the club through many difficult stages of transition. His legal knowledge and expertise have been of enormous value to the club over many years. Thank you Brian.
I would now like to propose Mr Rodger McArthur as Club Vice-Captain. Rodger has served the club well over the last few years and has done a particularly good job as Finance Convenor during difficult times.
I am delighted to propose Rodger as Club Vice-Captain.
As there have been no other nominations Rodger is duly appoint as Vice – Captain.
We have no nominations for Directors. Brian Chrystal steps down as a Director, otherwise the status quo remain on the Board.

Agenda item 8: Life Membership
The Board is pleased to propose Life Membership to three of our members in recognition of their 50 years Ordinary Membership at Baberton. All 3 are without doubt deserving of this privilege and each has played an important part in the club for the last 50 years.
Gordon Davidson, Kate Milne and James Smith were presented with their life membership badges by the Captain.

All three thanked the members for this honour.

Agenda item 9: any other competent business

Les Stewart asked if there was an updated on the old proshop and what it could be utilised for which was being investigated and to be reported back to members as indicated at the last members’ forum on the 4th of December 2015.

Brian Chrystal stated an updated have been given in the note to members and the Captain added we are currently in the process which is commercially sensitive on the viability to sell the land or utilise it for the club in another manner. The Board would report back to members on this when we have the complete picture.
Phil Ingram Smith asked why Howdidido is losing competition scores.
The Captain asked him to discuss this with the Club Manager.

He also asked if details of daily course maintenance could be put on the website such as if the greens have been cut. The Captain added we keep the course reports on the website and have daily updates if the course is open and have to have a balance on the level of detail we provide in practical terms. Russell Philp also added the greens are cut every day in the summer months.

Jeff Robb asked if we could look to improve the consistency of our bunkers and if we could introduce more drawn medal in tee time blocks as is the case at some other clubs.

The Captain responded we have a schedule of bunker maintenance that we follow and we do as many of these as we can each winter, this year the 1st tee has distracted us from doing as many as we would have liked and as other jobs do and we inevitably don’t get this done as quickly as we would like to.

On medals – this would be referred to the Golf Committee to look into.
Rodger McArthur passed on a vote of thanks to the Members to Keith Nicholson for organising the meeting, and the Captain and Past Captain for chairing the meeting.

The meeting closed at 7.45pm