www.tgc.org.au
SPECIAL UPDATE – 6th April, 2016
BOARD RESIGNATIONS
After a tumultuous period of 5 months working for the members, the Board of
Tallwoods Golf Club has come to a critical point. We are now in caretaker mode as
we are faced with either once again adding some new members, and/or considering
the future of the organisation itself.
Clause 14.2 of the Constitution states:
The Board shall consist of not less than five (5) nor more than (7) Seven
Ordinary Members who shall include the President, the Captain, the Secretary, the
Treasurer, the Lady President and such other Members who shall be duly appointed
from time to time in accordance with this Constitution.
Ray Hellings and Ailsa Burns have resigned from the Board of Tallwoods Golf Club,
and given the almost impossible position the Board has been placed in recently it is
now time for the remaining Board members Frances Crampton, Gary Jones and
John Crampton to seriously consider their continuing involvement.
We are prepared to continue in a caretaker role until decisions are made about the
future of Tallwoods Golf Club.
ASIC advice is that a public company may exist with 3 Board Directors, but our
constitution states otherwise. There has been considerable effort to add replacement
members to the Board over the last 2 months, but unfortunately there has also been
a concerted campaign to “scare off” any candidates who have volunteered their time,
knowledge, experience and efforts. This environment has been challenging enough
to work in, but now we have a further test of resilience.
TALLWOODS GOLF CLUB - to be or not to be?
Members will recall the referece in the March and Easter updates of the proposal put
to us recently by Tim Ford. It is Tim’s intention to conduct all the golf events at
Tallwoods, and to move his operations to something more akin to a facility like
Bonville Golf Course. This plan necessitates a review of the relationship between the
Club and the Course, with all options on the table including the possible winding up
of the Club.
The changes already implemented by Tim Ford present us with many new
challenges. The options for the future need to be debated on a wider scale than just
the Board. You, the Members, need to now consider and help to determine the future
of Tallwoods Golf Club.
The options are:
1. Retain the Status Quo
Tallwoods Golf Club could continue as a Company Limited by Guarantee with a
Constitution that is clearly unsuitable to the current operations of the Club and, more
importantly, that binds the Club to the Course (membership of the Club being
contingent upon having playing rights on the Course).
These excerpts from the Constitution of Tallwoods Golf Club determine the nature of
the relationship between the club and course owner. These clauses remain in our
guiding document even though Tim Ford has terminated the Deed of Agreement
between the Club and Course.
CONSTITUTION of TALLWOODS GOLF CLUB LIMITED
(ABN 97 132 963 305)
1. Preamble
The Tallwoods Golf Club Limited (“Club”) has been formed to create a new,
separate entity for the mutual benefit of all financial Members of the Club. All
members who are financial members as verified by the owner are entitled to
become Members of the Club.
…..
Definitions
“Annual Golf Course Playing Fee” means any payment, fee or charge payable by
Members or prospective Members or residents of the Tallwoods Village estate to the
owners, as they be from time to time of the Golf Course, which entitles such
Members or prospective Members or residents to access the Golf Course.
“Financial Member” means a Member as defined in clause 3.2 herein.
“Golf Course” means the golf course or courses that the Club enters into
arrangements with to allow the Club and its Members to play golf and to arrange its
own golf tournaments.
“Tallwoods Village” means the land owned or previously owned by Tallwoods Pty
Limited (ACN 071 832 187) at Hallidays Point in the County of Gloucester, Parish of
Beryan and Local Government Area of Greater Taree.
…..
3.2
A Member shall be deemed not to be a Financial Member at the date of a
Meeting at which only Financial Members may attend:
(i)
if at the expiration of thirty (30) days from the due date their Annual Golf
Course Playing Fee or any part thereof payable at that date remains unpaid; or
(ii)
if any money (other than the Annual Golf Course Playing Fee) owing by
them to the Club remains unpaid at the expiration of thirty (30) days from service
on them of a notice from the Club requiring payment thereof; and in either case
they shall be and remain un-financial until payment in full of the amount owing and
after such payment he shall be a Financial Member. A Member will be deemed to
be a Financial Member if the Member is not in breach of any of the obligations in
this clause.
There is a position that the Club has survived ownership changes in the past whilst
retaining the current status and constitution. This argument also says that the
Constitution allows the possibility of the Club actually managing the facility. The
changes that Tim Ford has commenced remove this possibility ever happening.
This position assumes a status quo operating environment with only the owner
changing. It fails in the light of a significant change to the operating environment.
The reality is that the structure of Company Limited by Guarantee is the proverbial
sledge hammer to break the nut when current club operations are fully considered.
With Tim’s stated intention to take all monies associated with competition play
through the pro-shop, the Club’s annual turn-over will be very small indeed.
2. Modernise & Simplify the Corporate Structure of Tallwoods Golf Club
Tallwoods Golf Club could continue as an Incorporated Association with a new
Constitution. We have in the past provided substantial discussion material in relation
to the value and process involved in changing to an Incorporated Association. The
change would be simple, highly cost effective, and achieved within a very short
period of time.
There are counter positions that appear to be driven by a lack of willingness to
change as opposed to a complete assessment of the current situation and our
present and future needs as an organisation.
When it is considered that any document or personnel change to our Club under the
current operating structure requires considerable paper work and fees payable to
ASIC, it is imperative that we find a simpler way to proceed. We are, after all, a
volunteer driven organisation.
Refer previous information vv the EGM:
(this is not a hyper link, cut and paste into your browser)
http://www.tgc.org.au/club-news/board-matters/
3. Amalgamate Tallwoods Golf Club and Tallwoods Golf Course
Tallwoods Golf Club could continue after negotiating a “merger” with Tallwoods Golf
Course. This would involve rolling the Club over into a Club that is owned by
Tallwoods Golf Course.
4. Wind Up Tallwoods Golf Club
Tallwoods Golf Club could close down and be wound up (in accordance with the
Constitution) as if Tallwoods Golf Course is the group that will conduct golf events at
Tallwoods then there is little left for the Club to do except conduct social events.
The Debate & Decision Must be Club-Wide
If options #1 or #2 are the general preference, there will be a need to call for new
Board Directors. The actual Board Positions vary a little according to the operating
structure and associated Constitutions of each option.
We have an EGM scheduled for Sunday 24th April and this is the opportune time to
deliberate on this crucial set of issues. Options 1 and 2 are already on the agenda
for that meeting.
From the online votes received to date about the EGM issues there is a 90% vote in
favour of changing to an Incorporated Association with a new Constitution.
We have asked Tim Ford if he could convene a meeting asap to advise you the
Members of his new business operations, his future directions and how competitions
are going to be run at Tallwoods Golf Course.
We would like to have called an earlier meeting, but at the time of sending this
advice we are yet to meet with Tim Ford. Sometimes life gets in the way!
In order to gain an appreciation of the strength of opinion amongst members in
relation to the four options listed above we would like to do a preliminary on line
survey. To express your opinion go to https://goo.gl/8H5k0e
CURRENT SITUATION
The Men’s Vets have chosen to negotiate separately with Tim Ford in relation to their
operations and have advised their situation to now be as follows:
“This afternoon John Taylor and I met with the course owner, Tim Ford, and it was
agreed that we will collect from the Pro Shop on the day of play, $6 per competitor
as we have been doing since the competition fees went up to $12. The only
difference will be that Tim Ford will hold Loyalty Points moneys in future instead of
Tallwoods Golf Club and he will pay the Pro Shop or the Bunker operators for
Loyalty Points spent by members. The Vets Committee will therefore pay Tim Ford
for the Loyalty Points that we allocate each week, instead of paying Tallwoods Golf
Club.” (Peter Stephenson)
The Board was asked by Tim Ford to prepare an alternative plan for the ongoing
relationship between the Club and the Course. We have prepared this document as
requested and provided it to Tim for consideration before having a formal meeting.
The Men’s Vets have started their own operations before this meeting has been
convened and the other competitions have commenced on a similar vein this week.
The loyalty points will be posted to your “House Account” (i.e. your old Bar tab) and
honoured by Tim Ford. The Club Loyalty Point system will not be used. Your existing
Loyalty Points are held in trust for you in the Golf Club’s bank account. Refer below.
With the many challenges faced, the threats and direct personal attacks the current
Board members are understandably loathe to volunteer their time and we are
obviously loathe to ask them to give their time. If there are Members who are
genuinely interested in assisting the Membership (and not in pursuing individual or
single issue agendas) please advise the Board as soon as possible.
As advised in the email “Clarification of Status Update” on 2nd April, Tallwoods Golf
Club Ltd is a separate legal entity to Tallwoods Golf Course. It is through the Club
that Members have their Golf Link handicap managed, that Members are affiliated
with Golf Australia, Golf NSW, LNC/CNC and have their Player Liability Insurance.
No one outside Tallwoods Golf Club has the authority to make any changes to the
GolfLink status of the members of Tallwoods Golf Club.
Any Club member who has not paid their final quarter playing rights fee to Tim Ford
by 30th April will, under the current constitution, be unable to remain a member of
Tallwoods Golf Club. If this occurs you will need to transfer your Golf Link handicap
to another Club.
LOYALTY POINTS:
Do you have Loyalty points being held in trust by TGC? Please advise by 24th April,
2016 using the attached form how / if you would like to redeem your points. Please
email to:
[email protected] or post to PO Box 5206 Hallidays Point 2430 or put in
a sealed envelope in the secretary’s pigeon-hole in the score room.