Clube de Golfe do Levante
MINUTES OF THE ANNUAL GENERAL MEETING 2005
HELD AT 11.00 A.M. ON MARCH 31ST 2005 AT THE MARQUEE, QUINTA DA CIMA
Present: Henk Vooys, Lisa Lisboa, Karl-Heinz Fath, Willie Dyet, Jim Davies, David Stevens and 22 members.
In addition, 34 members had submitted proxy votes
Apologies: John Healey, Chris Hales
Preliminary
In the absence of the Chairman, John Healey, the chair was taken by Henk Vooys, Technical Director, who formally opened the meeting. He declared that there were currently 158 members in total, including ten founder members, and that a quorum for the meeting was therefore 79 members (i.e. 50% of 158) As a quorum was not present, he formally adjourned the meeting for 1 hour (at which time any number of members constitutes a quorum in accordance with the statutes of the Club)
Richard Clitherow then asked whether any resolutions passed by the meeting would be valid in view of the fact that notice of the annual general meeting was not given in accordance with the Club’s statutes. David Stevens responded on behalf of the Board to the effect that the Board considered that there would be no risk involved in proceeding with most of the agenda items, bearing in mind that all members had received notice of the meeting, albeit not strictly in accordance with the Club statutes, but had decided not to proceed with Item 7 (approval of the Club Rules) to allow more time for these to be considered by the members. An extraordinary general meeting could be convened at a later date for the purpose of approving the Rules. As Item 8, election of mens’ and ladies’ captains, was dependent upon the adoption of the Rules, this item would also have to be deferred.
Approval of Minutes
The meeting then proceeded to Item 1 in the agenda, approval of the Minutes of the annual general meeting held on 28th March 2004. On a show of hands , the Minutes of the last general meeting were duly approved.
Approval of Income and Expenditure Statement and Balance Sheet for 2004
The next item on the agenda was the income and expenditure statement and the balance sheet for 2004. Karl-Heinz Fath the Club Treasurer presented the accounts. It was duly proposed and seconded that the statement of income and expenditure and the balance sheet for 2004 be approved, and this resolution was passed on a show of hands.
Approval of Budget for 2005
The next item was approval of the budget for 2005. Karl-Heinz explained that the Club needed to employ Patricia Boshom in 2005, and that she had previously been paid by Quinta da Ria S.A. Although the budget showed a negative result, this did not take into account expected income from merchandise sales, but he was anxious to avoid showing a profit in the budget as the Club is a non profit making organisation. Larry Hampton asked whether any expected increase in membership had been taken into account. Karl-Heinz replied that a small reduction in members was expected in 2005.
Richard Clitherow asked whether there were sufficient funds in reserve to pay salaries if subscriptions for 2005 were not paid in time. Karl-Heinz replied that most members had already paid their subscriptions and that there were sufficient funds to pay salaries. Peter Robinson expressed the view that all members should by now have paid their subscriptions. Lisa Lisboa explained that in the case of members living much of the time abroad, she preferred to receive payment in cash or by Portuguese cheque, even if this meant waiting for the member to come to Portugal , rather than by a cheque drawn on a foreign bank account or by bank transfer, as this involved high bank charges for the Club. Mr Nimwegen asked why Patricia Boshom was now employed by the Club when she had previously been employed by Quinta da Ria S.A.. Lisa Lisboa explained that initially Patricia had been employed by Quinta da Ria S.A. but had spent part of her time working in the members’ office. As she became more familiar with the members and the operations of the members’ office it was considered more appropriate that she should now be employed by the Club.
Michael Hartley asked why the club should bear any bank charges in relation the payment of subscriptions, as these should be the responsibility of the members. Lisa Lisboa advised that she was perfectly happy to arrange payment with members in such a way as to avoid or minimise the payment of bank charges.
Mr Nimwegen asked why there was no figure in the budget for expected merchandise sales. Karl-Heinz reiterated that he did not wish to show a projected profit in the budget, and that having a negative budget helped him to maintain a regime of financial stringency within the Club.
Larry Hampton asked whether any new titles were being marketed by Quinta da Ria S.A. Karl-Heinz advised that currently titles were not being actively marketed because Quinta da Ria S.A. considered that their value would be considerably enhanced once the new hotel has been completed.
The approval of the budget for 2005 was then proposed, seconded and duly carried on a show of hands.
Approval of Members’ Office Contribution for 2005
The meeting also approved on a show of hands the contribution to members’ office expenses for 2005 of 300 Euros for a couple and 200 Euros for a single member
Approval of Board Report for 2004
The meeting then proceeded to consideration of the Board Report for 2004 which was read out by the Chairman. Richard Clitherow with reference to the supplemental agreement negotiated by the Board to amend the contract between the Club and Quinta da Ria S.A. dated 28th September 2001, expressed concern that the Club was interfering in members’ contractual relationship with Quinta da Ria S.A. and that any amendment to the contract should be subject to members’ approval. He also expressed the view that it was possible for purchasers of golf titles to use the golf courses and other Club facilities without actually being a member of the Club. David Stevens explained the nature of the amendments to be effected by the supplemental agreement, and advised that a copy of the draft agreement could be made available to members. Although the Club statutes clearly provide that the Board has authority to negotiate contracts with Quinta da Ria S.A., the Chairman confirmed that the proposed supplemental agreement, and any future agreements, would be referred to members for their approval before execution. It was acknowledged that in negotiating the supplemental agreement, the Board had acted in members’ best interests. As regards the need for title holders to be members of the Club, Tim Franks expressed the view that all title holders should be members of the Club, and also urged members to give their support to the work being carried out by the Board.
The Chairman then asked for the meeting to vote on the approval of the Board report, and this was duly carried on a show of hands.
Approval of Honorary Memberships
The next item was the approval of the honorary memberships of Jolande Penninks, Dr Antonio Moita, Dr Jose Leiria and Antonio Cavaco. Lisa Lisboa explained that the two doctors were in a position to render medical assistance at the Club when required. The renewal of these honorary memberships was duly proposed seconded and carried on a show of hands.
Approval of Rules
The Chairman then advised that the meeting would not be asked to approve the Rules for the reasons given previously, and that it was the Board’s intention to call an extraordinary general meeting at a later date to approve the Rules after there had been a further opportunity for the members to consider them and express any objections or comments. He asked whether any member wished to make any comment on the Rules. Angela McHugh asked about temporary memberships. It was confirmed that there were no temporary members, and that the circumstances in which such memberships would be granted had not been clearly determined. The Chairman expressed the view that arrangements for temporary use of the courses were really a matter for Quinta da Ria S.A. and that there would be no reason for any person given temporary use of the courses to have membership of the Club. Derek Hickey asked whether it was possible for a member to “rent out” his title if he was unable to use it in any year and another person was prepared to pay his annual subscription. The Chairman said that although such arrangements may have been approved by Quinta da Ria S.A. on an exceptional basis in the past, he was opposed to such arrangements because he considered they undermined the value of the membership and might give rise to a practise whereby members sought to use their titles to derive a financial benefit.
Any other business
The meeting then proceeded to any other business. Michael Hartley asked whether minutes of the annual general meeting could be sent out earlier than they had in the past. It was confirmed that the minutes of the 2005 annual general meeting would be sent out within 30 days. He also referred to a news communication sent out by Quinta da Ria S.A., which was appreciated, and asked whether it would be possible for the Club to send out regular newsletters to keep members informed of developments. The board will consider this further, and it was acknowledged that the Club’s website may be a useful means of disseminating information. Michael Hartley also asked when the Club would begin to give vouchers as prizes for competitions, and it was confirmed that this was already being done.
Richard Clitherow referred to the minutes of last year’s annual general meeting and asked whether any action had been taken regarding the stroke indices. Lisa Lisboa advised that the matter was being considered by both Quinta da Ria and by the Portuguese Golf Federation.
Tony Cook requested that the relationship between a member’s position as Quinta da Ria title holder and member of the Club should be clarified. He also said that recently he had experienced very slow food service in the Clubhouse, and that he feared that many would be deterred from ordering food in the restaurant because of such slow service.
Larry Hampton asked whether there was any news regarding construction of the hotel. Karl-Heinz Fath replied that negotiations were still taking place regarding the specification and construction cost of the hotel, but that it was expected that these would be finalised by the end of May
Peter Robinson asked whether the meeting could reconsider the decision made at last year’s annual general meeting to charge 10 Euros for each competition. He said that for a married couple this represented a significant expense over a year. Jim Davies then proposed that the entrance fee for all competitions should be reduced to 7.50 Euros, to include a drink, and this proposal was passed by a show of hands.
Tim Franks asked whether there were plans to replace the almond trees that had recently been removed. Henk Vooys as Technical Director will investigate the position and report back to members.
Henk Vooys expressed his thanks for the efforts of the green keeping staff who maintain the courses in such excellent condition. Larry Hampton then proposed a vote of thanks to all the members of the board.
There being no further business, the meeting closed at approximately 12.50 p.m.
Henk Vooys
Chairman