Members Statement #2
Dear Members,
Our first statement was submitted on 28 April with the requisition (and restricted by company law to just 1,000 words). We would like to update Members on events since then.
Corporate governance, we accept, is a very dull subject. It’s far more exciting to talk about new Padel courts or financial security “secure for future generations” but your Club deserves directors who understand their duties and act in ways that demonstrate they act in the best interests of your Club rather than simply stating it in emails.
Our requisition asks for six resolutions to be voted on by Members at the EGM on Sunday 8 June. The first three ask for information, the fourth for elections to elect a new Committee (including potentially existing directors), the fifth requested an external audit by our new accountants and the sixth was about Members’ access to Committee minutes.
Committee Meeting dated 30 April
Two days after receipt of our requisition, Jon Williams, as Chair, proposed an alternative general meeting at which elections for a new Committee would be held (with all existing directors required to resign). A majority of directors approved this plan by a vote of 5–2.
At the same meeting the Club Manager asked directors to approve expenditure of c£45,000 on a third Padel court but, since some directors had had no prior notice of this on the agenda, the decision was deferred for several days, pending a business plan.
During the meeting it was made known that some directors had spent over £2,000 of Members funds on external legal advice in relation to the denied first requisition.
Letters to the Chairman
Following the Committee meeting, Nick Craven, Julie Lee and Andrew Medhurst wrote to the Chairman/All Directors on 2 May and 9 May. They sought to persuade the Board against holding two general meetings and articulated their concerns about legal costs and why all directors weren’t involved in that decision. Fearing a majority of directors would rush through a decision to spend £45,000 on a third Padel court they reluctantly issued a warning about any expenditure that wasn’t subject to a discussion by the full Committee:
Any action or attempt by a Director, Alternate Director or member of Staff to engage or commit the Company in any agreement to provide goods or services without the knowledge of all Directors will be considered as acting outside of their authority (or delegated authority) and the Company will pursue such individuals for any costs incurred as a result of such actions or attempts.
Response from the acting Chair
On 8 May, Jon Williams stepped back for health reasons and appointed John Ley as his alternate. John replied to Nick, Julie and Andrew on 10 May. It was clear from John’s reply that the Committee was proceeding with its plan for two EGMs and indicated no willingness to share the legal advice obtained or explain why all directors weren’t involved in the expenditure decision.
Formal Request and Formal Objection
On 12 May, fearing their continued isolation from decision making by the Chair/Secretary plus others, formal letters were sent by Nick and Julie to the Chairman and Secretary:
- Julie Lee formally objected to the plan for two EGMs.
- Nick Craven formally requested details and access to the legal advice, particularly as it made certain allegations which needed to be substantiated.
Julie’s formal objection had the desired effect as the plan for a second EGM was abandoned.
Board Statement and Response to Resolutions when calling the EGM
On 19 May the Board called the EGM and issued a lot of information.
Their statement mainly referred to why they had denied the validity of the first requisition and attempted to justify why they spent Members’ funds on external legal advice. They repeated their confession that the Board had failed to follow the Companies Act in removing Julie Lee as Treasurer and had failed to follow the Club’s own Articles.
Whilst they said they had invited Julie to return to the Board, they omitted to say the Secretary had written to Julie on 10 May advising she would be prevented from resuming her position as Treasurer, the Club had no legal obligation to appoint a Treasurer and the new external accountants would effectively negate the need for a Treasurer!
We comment on the Board’s Response to Resolutions in an Appendix at the end of this statement although we believe the answers provided are incomplete and inadequate.
The EGM and voting (including proxy votes)
Some of the directors appear to want to make the EGM a ‘beauty contest’.
Rather than encourage all Members to attend the EGM and listen to the arguments put forward, they are inappropriately influencing Members to complete proxy forms in a way that “supports the Committee”. We are not surprised that some directors (and especially the acting Chair) are unaware of their responsibility to appear neutral, or at least transparent and fair, in meetings requisitioned by Members.
Supporting the Committee would appear to mean voting against:
- Reports providing information to Members (Res. 1, 2 and 3)
- Elections giving Members the chance to appoint existing and new Directors (Res. 4);
- Engaging our new external accountants to review our financial controls and report back to Members (Res. 5).
We are disappointed that the Board has described Resolution 4 as a “Call for Board Resignations” and “All existing Directors to resign from the Board” (on the proxy form). The resolution was described in the requisition as “Election of new and existing Directors” and explicitly states “Require all existing Directors to formally resign their appointments, while permitting them to stand for re-election if they so wish”. It’s bad faith to describe the resolution in the way they have.
Ironically, requiring existing directors to resign and hold elections is what a majority of the directors voted for at the committee meeting on 30 April. What changed their minds?
Having seen how any Member who dared to sign a requisition has been treated by the Board, we can understand why some Members might be reluctant to vote in favour of any of the resolutions when to do so might be perceived as being “against” the Committee (rather than simply wishing to see information they are entitled to request).
Doubts about whether Batz Members have a vote at the EGM
A member has raised a concern that Batz Members aren’t eligible to vote under the Club’s Articles and Rules. We support the Board obtaining external legal advice to confirm the position before the EGM is held.
Conclusions
The majority of the Board don’t believe they are accountable to all Members. If they did they wouldn’t be acting so defensively. It’s embarrassing how badly some directors understand their duties as directors and responsibilities to all members.
It’s okay to be upset that a requisition has been received which you perceive to be ill informed and disrespectful to people that have worked hard on behalf of the Club.
It’s not okay to respond by isolating fellow directors who you believe disagree with you, deny Members the information they seek and be unwilling to give the Members an opportunity to vote on whether you should continue to act as a director of the club.
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Torquay Tennis Club has some of the best facilities in the South West.
If Members want a Board of Directors who understand that corporate governance and financial controls are as important as facilities to “secure (the Club) for future generations” then they should attend the EGM and vote in favour of all six resolutions.
If Members wish to ask any questions of the requisitioning members before the EGM on 8 June 2025, they can do so by emailing us at TTCLTQ2@gmail.com.
Appendix — Member response to the information provided by Board on each resolution
The Board’s statement contained the following paragraphs:
“The requisitioner was asked for full disclosure of any additional evidence against the Directors and club staff he may intend to use at the meeting that were not revealed in the resolutions to be discussed. No additional information was provided.
For any process to be fair and comply with principles of due process those accused must be given a reasonable opportunity to understand and respond to the claims being made. Withholding this information until the meeting itself undermines transparency and prevents informed discussion.”
We are puzzled by these paragraphs which suggest the Board is worried about what might be revealed at the EGM. The EGM isn’t a court of law with directors or staff accused…it’s a forum for discussing concerns and asking members to vote on whether they want more information.
The Board elected to hastily provide some information when it called the EGM — it is our opinion that the information provided is incomplete and inadequate and is designed to encourage Members to vote against the resolutions proposed.
Resolution 1 — Report on Membership Fee Discounts
The Board gave some information of discounts totalling £2,480 in the past two years but admitted no records of discounts are maintained (so directors failed to oversee the Club Manager and the figures are likely based on his recollection). It’s likely there are some oversights as anybody paying cash for their membership at the bar requires their name written on scraps of paper being passed to the Club Manager for entry in the ClubSpark system.
The Board failed to mention that one director has not paid for membership for several years. They could have mentioned that the positions of Secretary and Treasurer are entitled to free membership (a Committee decision made in the past)…recent Treasurers have declined to accept that discount.
We believe that discounted tennis membership for the first year is regularly extended into subsequent years but don’t know if these discounts are included in the figures provided by the Board.
We believe that some adult members are paying the junior rate for reasons that are unclear.
Resolution 2 — Club Manager Oversight
The Board states “Restricting (the Club Manager’s) ability to make decisions through unnecessary bureaucracy would be counterproductive” (without justifying their statement) but essentially admits directors exercise no oversight over how he runs the club despite it being one of their responsibilities.
Oversight is not simply what the Club Manager chooses to tell directors is his report at Board meetings. Failure to clearly articulate what the Club Manager has authority to do and not require him to maintain records, which can be viewed by directors, exposes him to accusations that he has shown favouritism in his decisions or failed to handle conflicts of interest appropriately.
It is a failure of directors to not support staff with clear delegated authority and instructions to maintain records which enable them to exercise oversight as is their duty under the Companies Act 2006.
Resolution 3 — Report on Director Remuneration Contrary to Article 6.1
The Board finally names current Kate Lewis and Jamie Binmore (as well as previously named past directors) as having been paid contrary to the company’s articles.
The Board states “As the current Board is now fully aware of the relevant Article, steps have been taken to prevent future breaches. A retrospective vote at a general meeting is not seen as necessary or constructive.”
Whatever steps have been taken to prevent future breaches, when directors were asked by the Secretary on 7 May to approve c£45,000 on a third Padel court, there was a cost assumption that Jamie Binmore would carry out the groundworks with no suggestion that a 75% approval by Members would be required.
Voting for the retrospective approval of past payments to directors sends a strong message to the Board that they must follow the company’s Articles and not rely on the precedent of past non compliance.
Resolution 4 — Election of new and existing Directors
The Board unhelpfully framed this resolution as “All existing Directors to resign from the Board” while stating:
Based on the resolutions within this requisition members will have the opportunity at the EGM to decide whether they believe the current Board has failed in its duties and ail Directors should offer their resignations.
We believe some directors are encouraging Members to vote against Elections despite voting for elections at the Committee meeting on 30 April.
Members are being encouraged to shut up and let the existing split board invite new directors to represent the Members, at least until the AGM in September and October when Members get the chance to elect existing or new directors themselves.
Why not simply recommend to all Members that they vote for this resolution and seek to resolve the issue of the split Board with new candidates of their own and/or by removing some existing directors?
Resolution 5 — Creation of Sub-Committee to Draft Terms of Reference for Financial Review by Marsland Nash Associates (MNA)
This resolution is designed to direct our new accountants to consider financial risks which they might not otherwise be aware of from simply taking over the accounting from another firm.
It recognises that there are red flags caused by the Club Manager’s involvement in the removal of Treasurers in the last 16 months. The conflict that ended with Ray Armstrong’s resignation as a director was caused, we suggest, by the Club Manager’s reluctance to provide financial information requested. It’s unbelievable to us that the Club Manager removed the system access of Julie Lee several days before 5 directors voted (illegally) to remove her as a director.
It is everyone’s interest (Members, Directors and Staff) to ensure that these actions aren’t because there’s something to hide. A few reassuring comments from the new accountants are inadequate.
If Julie Lee is a whistleblower who has been silenced for asking awkward questions, which we believe is a possibility, then voting for this resolution ensures the accountants are asked to investigate specific aspects of our financial arrangements which raised concern with our most recent Treasurer.
They didn’t make their position clear but the Majority Directors oppose this resolution. We suggest Members should ask themselves why and vote for the resolution.
Resolution 6 — Publication of Committee Meeting Minutes
At least the Board doesn’t object to Members having access to minutes of their meetings!
Apparently minutes should be posted on the Club noticeboard but the most recent ones there are July 2024.
We have concerns that minutes produced are not accurate and don’t exist for all meetings and some decisions of the directors. No minutes have yet been circulated to all directors for the Committee meeting at which Julie Lee was illegally removed as a director. Neither have all directors seen minutes for the decision to spend several thousands of pounds of Members’ funds on external legal advice.
The role of Company Secretary is an important one and the value to Members of passing this resolution will depend on the quality and accuracy of the minutes produced going forward.
End
A PDF of this statement can be accessed here.
