Members Statement #1
Restricted to 1,000 words by company law and submitted with the requisition on 28 April 2025. The company is required to circulate it to all members which they did on 19 May 2025.
This statement provides relevant background and context for the business to be transacted at the requisitioned general meeting.
We regret the decision of a majority of The Directors of Torquay Tennis Club Limited (‘TTCL’ or the ‘Company’ or ‘Club’) to deny the validity of an original requisition and issue a long email dated 18 April, using their platform to respond to grievances the majority of Members haven’t seen.
It is also disappointing that the goodwill many Members feel for the Directors and Club Manager is undermined by their defensive response which shows a lack of leadership and respect for Members exercising their rights under the Articles.
‘Termination’ of JL
A director, JL, was removed contrary to section 168 of the Companies Act 2006. Her system access was removed on 29 and 30 January, five days before the vote by Directors. She only refused a meeting on the advice of the Club’s Safeguarding Officer, after concerns about her treatment by fellow Directors had been raised.
It’s possible her removal was motivated by awkward questions related to inadequate financial controls which pose unacceptable risks to a Club of the size of TTCL (she devoted over 200 hours as a volunteer in her 3 months as Honorary Treasurer trying to understand the Club’s financial procedures and controls) which included asking and chasing fellow Directors for records of their payments for clubhouse hire.
The recommendations of a report from the Club’s safeguarding (i.e. to apologise to JL) were ignored by the Directors. Apologies were only given after the original requisition was received (and then, arguably, in an attempt to avoid an EGM).
Concerns that Directors are failing in their duties
The Company now admits it failed to comply with the Companies Act 2006 although it describes it as a “procedure…at fault”.
The Company admits it failed to follow its own Articles by remunerating Directors but appears to excuse this on the basis it’s happened before. We believe one decision to remunerate a Director was not discussed at a Committee meeting.
A formal complaint from JL was rejected by Directors despite her specifically pointing out the relevant section of the Act.
Some Director decisions at Committee meetings are not minuted, or not minuted to reflect decisions — examples include the suitability of individuals invited to become Directors and pricing of paid for sessions.
Individual Directors can be marginalised. Communications have been sent out in the name of The Committee without being seen in advance by all Directors and when a draft is circulated and dissensions exist, the communication is still sent (ignoring a request that their dissension is stated).
Significant authority is delegated to the Club Manager. Is it in writing and how do the Directors exercise oversight and manage potential conflicts of interest (one of their duties)?
This is necessary to protect staff as well as the interests of Members.
We doubt that membership discounts are exclusively applied in cases of financial difficulty (as the Committee implied) and request a detailed report, including any discounts to Directors.
Concerns about inadequate financial controls and risk management
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TTCL appears to be failing to keep proper accounting records (a statutory requirement). The Club’s previous accountants said they had not been provided with receipts for expenditures “for years”.
Cash and till transactions are not properly reconciled and there are concerns the year end stock take isn’t carried out to the desired standard. Such procedures are about protecting the Club’s money, ensuring legal compliance, and keeping the operation running smoothly.
Members need more details of a £6–8k deficit (Unbanked Funds — sales not supported by cash or bank receipts) which dates back to before the pandemic and understand how it can be resolved or written off and procedures strengthened to avoid the situation arising again.
Delegated spending authority to the Club Manager would appear to require a review for the protection of both staff and Members.
Reaction of Directors raises red flags
It is a matter of huge concern how some Directors reacted to receipt of the original requisition:
- Individual signatories angrily confronted on club premises would appear to be contrary to the Club’s Code of Conduct (don’t “bully, intimidate or harass”);
- WhatsApp messages sent to about 30 Members stating that if anyone doesn’t support me then “find another Pilates group”;
- Characterising signatories as wanting to “ruin (the) club” and “get rid of us” (quotes from Committee emails to all Members), being “anti-padel” or having “axes to grind”.
Is it surprising that some signatories might have regretted signing?
Some Directors appear to have taken the original requisition very personally and focused on the only vote it contained (i.e. “whether the Directors…are fit to serve the Club and whether they should be removed from office”). They state “we are devastated” that some members “want to get rid of us”.
Even if this vote had been passed, it would have been no more than a vote of no confidence in the Directors which they could have ignored. Removing directors under the Companies Act would require each director to be the subject of a separate vote.
It’s possible for volunteer Directors to have “put their heart and soul” into the Club giving “their best” (a description we do not dispute) AND there are important questions to be answered by them about how they are discharging their statutory duties as directors.
Moving forward
We very much regret the need to raise our concerns publicly in a statement like this but compelling the Directors under the Companies Act would appear to be the only language they understand.
Had Directors responded “in the right way” (a quote from the Club’s own policies), requisitions might have been avoided. Devoting their energies into avoiding a general meeting suggests they don’t believe they are accountable to Members.
The signatories believe elections are in the best interests of the Club, encouraging those with the necessary skills and experience to stand (existing Directors are invited to resign but are welcome to stand for re-election, if willing).
22 April 2025
A PDF of this statement can be accessed here.
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