Draft Minutes Subject to Approval at the Next Agm in 2018

SPECIAL GENERAL MEETING

28th June 2017

DRAFT MINUTES SUBJECT TO APPROVAL AT THE NEXT AGM IN 2018

Present

Graham WestJohn BradshawDave ClaytonPeter Smallwood

Nick StrawAndrew DonaldsonAnn MarsdenMaurice Souter

Andrew RowcroftStephen AstinPeter BentleyJon Allerton

Jocelyn HaganRichard Mundy Chris MartinDaniel Bryden

Pete CheshireJohn HebbDarrelle AshbyNick Ashby

Mike BondKevin MonaghanFiona WallaceBryan Carr

Linda MainBrian MainKeith CharltonSylvia Heller

Peter BurgessA. HipkinG. BirkinJohn Birkin

Derek WellmanKen TunstallSally CosgriffJanet Miles

Jo VitoriaHarry Kipling

Apologies

Bill HarwinDinesh ShahKev PimmMike Would

Jan SenescallRichard HaganChris PimmDilys Baker

Welcome

Derek Wellman welcomed everyone to the meeting. Derekintroduced himself as a member of the Bowls Section and a co-opted member of the Executive Committee who as such does not represent any particular interest on the Committee.

Derekexplained that the President of the Club, Ken Tunstall would normally have chaired the meeting. However as the main item on the agenda concerns the President himself Derek had been asked to chair in his place.

Derekclarified the main agenda item was to consider concerns which have been expressed with regard to the position of the President arising from his involvement in the Dunholme Tennis Project.

Derek explained that the issue had been around for a while and some members of the Club had raised concerns about it. The matter had been discussed within the Executive Committee and there had been informal meetings with those who had raised the concerns. However it had become clear that matters had not been resolved so the Executive Committee decided to call this Special General Meeting so that members could be given full information and an opportunity to have their say.

Derek invited the President to address the meeting in order to tell the members about the Dunholme Tennis Project, the nature of his involvement in it, and how he sees this alongside his role as President of Eastgate Club. Members will then be given an opportunity to put forward their views and put any questions to the President. The President will be invited to respond to any points which have been made and to reply to any questions which have been asked.

The President’s Address

KenTunstall thanked the members for finding the time to attend this Special General Meeting and Derek for agreeing to take the chair. Ken apologised that another meeting had been called so soon after the Annual General Meeting (AGM) on 29th March 2017 but it had been agreed by the Executive Committee it was in the best interests of the Club to clear the air on a matter that was of concern to some members.

Ken explained that the issue is his involvement, with two partners, in the development of a covered three court tennis facility at Dunholmewhich has prompted suggestions of a conflict of interest with his ongoing position as President of Eastgate Club.

For background and context Ken explained that several other potential sites had been considered for the development (Bracebridge Heath, Nettleham, Scothern, Welton, and the university) before Dunholme was settled on. Keninitially had conversations with two Eastgate Trustees (Bill Harwin and Richard Hagan) about his involvement in the the Project several months earlier and no concerns were raised at that time. It wasthen discussed with the Executive Committee in January 2017. At that meeting Ken offered his resignation which was unanimously rejected by the Committee members as it was felt at that early stage there was no conflict of interest but the situation would be monitored.

Ken went on to explain the site has now been identified and the lease agreed and planning permission was submitted in May 2017 with an outcome expected on 1st September after which application for loans can be made to the Lawn Tennis Association (LTA). It was anticipated that construction might begin in Autumn 2017 however if there is any delay it is possible this would be deferred until as late as September 2018.

Ken stated that because of these timescales he did not currently see his involvement in the Project as a conflict of interest. However he had made it clear to the Executive Committee that should the Dunholme Project progress sooner than expected he would resign before his current term ends in March 2018.

Kensaid that it had been a great honour and privilege to have been President of Eastgate for more than four years. Despite remaining very busy in his own financial services business, moving with his wife into a period cottage requiring extensive renovation and family health problems he was happy to standand was duly elected by the members to be President for one further year at the AGM in March 2017. In particular Ken wanted to see through vital issues for the Club like achieving security of tenure. Ken thanked Derek whose legal expertise had been invaluable in relation to negotiatingthis with the Shuttleworth Trust. Kenreminded everyone that it requires considerable effort and commitment by those appointed to manage the tasks and functions essential to the smooth running of the Club.

Returning to the Dunholme Project Kenreported that for years he and some other members of Eastgate have been using indoor tennis facilities at other clubs (including a bubble at Woodhall Spa) during the autumn, winter and spring when outdoor tennis would have been difficult or impossible. He therefore sees the Dunholme facility(should it go ahead)as complementary rather than directly competing facilities to those offered by Eastgate.

Ken stated that his honesty and integrity means he would never allow him to use Eastgate Club as a platform for his own interests or put his own interests above those of the Club. Ken believes he does not have a foot in both camps as one camp is not even up and running yet. Ken wants to continue to offer his loyalty, expertise and professionalism to ensure Eastgate Club achieves what it needs to until his current term expires next year as planned. Ken thanked the members for allowing him the opportunity to explain his position.

Discussion

DerekWellman invited members to express their point of view or ask questions.

-Graham West (Tennis & Squash)stated he was not aware of the Dunholme Project till about three weeks ago. As a members Club we are jointly responsible for the Club’s success and have to look at other competing sports facilities. Grahamcould not see how it is tenable to have a commercial interest and be President of a private members’ club.

-Nick Ashby (Tennis & Squash) was surprised that the Executive Committee knew about the President’s involvement with the Project but didn't see fit to disclose it to members.

-Derek Wellman acknowledged the issue should have been brought up for discussion at the AGM and apologised for the omission on behalf of the Executive Committee.

-Nick Ashby wanted to know why the Club was not considering developing a dome at Eastgate.

-Keith Charlton (Tennis) declared an interest as Ken Tunstall is a friend of his. Keith asked if someone could explain what is meant by a conflict of interest and where the conflict of interest lies. Keith felt the competition is indoor versus outdoor facilities so is notcomparing like with like. Other indoor clubs might feel there is a conflict but Keith gathers Eastgate will not realistically be able to have indoor courts in such close proximity to the cathedral.

-Nick Straw (Tennis & Squash) stated the conflict is taking the coaching staff and younger members.

-Ken Tunstall reiterated that there is no facility yet and there may never be.

-Peter Bentley felt a precedent had been set by Phil and Jane Mason who resigned from the Club immediately when they built a bubble at Saxilby. Peter recalled Eastgate lost members to the indoor facility at Saxilbyuntil it closed when Burton Waters opened.

-Linda Main (Tennis) felt there may be a conflict when Dunholme opens but there is none now.

-John Birkin (Bowls) felt this is a tennis issue not a Club issue. The President is elected by all three sports sections and there is no conflict at this time and members will make their own mind up in due course.

-Jo Vitoria (Squash & Tennis) felt there was a blatant conflict and wanted to know why the conflict was not mentioned at the AGM. Email discussions with Ken Tunstall after the AGM were aggravated when one of the coaches had been approached by Williams to go to Dunholme and bring his juniors with him. Jo acknowledged that was not Ken’s fault butfeelsit is a conflict as Ken is a director with three shareholders. Jo acknowledged Eastgate has to put up with competition but felt on principle Ken should have resigned at the start and feels the Executive made a mistake.

-Bryan Carr (Bowls Chair and Executive Committee member) stated there had been a few aspersions cast against the Executive Committee who found out about the Project in January 2017. It was decided then there was no conflict as there was little Ken could have done differently. Bryan feels Eastgate is a super Club and it is sad the Club is split over people doing their jobs.

-Andrew Donaldson (Tennis) felt there were two things to be decided: whether there a conflict and whether KT should resign now or later.

-Dan Bryden (Squash Chair & Executive Committee member) emphasised it is a Club issue, not just tennis. Tennis brings in a lot of money as it has a large membership. If the Dunholme Project goes ahead it may take members away. The genuine concern is that if the Club does not do something to counter the competition we could be affected as a Club. Danwanted to know how KT would countera new tennis member being recommended to join Dunholme.

-Keith Charlton wondered whether one of the benefits to Eastgate tennis members might be the Dunholme facility offering reduced fees to Eastgate members.

-Ken Tunstall replied this might be an option but he has not used his position as a platform to promote Dunholme or offer inducements. Personally Ken said he would only use Dunholme during the winter like he has used other indoor facilities for 17 years. Ken reiterated he may not be President when the new facility opens as he had intended to resign in March 2018 after this his fifth term.

-Janet Miles (Bowls) does not believe there is competition as she cannot anticipate Lincoln City approving a dome at Eastgate. Janet feels the more organised we are as a Club the more likely we are to retain members. Janet reported bowling members’commitment to Eastgate is not reduced by them bowling indoors during the winter when Eastgate facilities are not available. Bowlers who choose to bowl indoors just belong to both an outdoor and indoor club.

-Chris Martin (Squash and Executive Committee) felt the issue is about the Club not the individual. The Club comes first however if the President has a financial investment in another facility when it comes to the crunch Chris feels Ken would not make decisions in the best interest of Eastgate.

-Linda Main felt we are not at crunch time yet and when we get near to it KT has already indicated his intention to resign.

-Ken Tunstall stated it hurts him to hear that members would think he would put the Club second to his own interests and it casts doubts on his integrity. Ken reiteratedhis intention to give notice of his resignation in January 2018 after his fifth term but till then wants to continue to serve the Club to finish important work like securing tenure with the Shuttleworth Trust.

-Andrew Donaldson requested clarification why Ken had undertaken to resign in March next year if there is no conflict of interest.

-Ken Tunstall explained he had initially given a commitment to serve no more than five years as President.

-Dan Bryden felt Dunholme will offer competition to Eastgate but does not expect members to leave the Club. However Dan wondered what plans Ken has to stop parents from the north of the county who want their children to play tennis going to Dunholme and choose Eastgate instead.

-Ken Tunstallwas unsure how to provide a response to such a question.

-Keith Charlton stated that he joined Eastgate in 1984 when it was the best club in the Lincoln League. Keith has played indoor tennis and no indoor facility per se has sucked him away from Eastgate. Keith felt the idea thatDunholme will suck members away is conjecture. Eastgate as a Club is reliant on Ken and the other people who do all the work. Keith felt this attack is conjectural and it looks like when or if the Dunholme Project goes ahead Ken will have resigned by then anyway.

-Harry Kiplingsaid in the event of the Project getting up and running people will make up their own minds whether to be at Dunholme or Eastgate or both; there would be no connection with Ken.

-Peter Bentley recalled the role of Presidentused to be as a figurehead and wondered if there was a way to keep Ken as President and have a separate Chair of the Executive Committee.

-Bryan Carr assured members the President is a non-executive Chairman with all nine members of the Executive making decisions. The Chairman cannot do anything unilaterally.

-DerekWellman referred to the Eastgate Constitution which specifies the President acts asChair of the Club (Section 6).

-John Birkinacknowledged the Club has terrible difficulty getting people to do the work and since Ken has come in things have started happening and he commended Ken for what he has achieved.

-DerekWellman rounded things up by summarising:

• We have heard conflicting views in the room.
• The President will need to reflect on his position.
• The President and Executive Committee are elected on an annual basis at the AGM.
• The Eastgate Constitution covers the stepping down of Executive Committee members (Section 8) but does not cover this particular situation. It is therefore up to the President to consider what has been said.
• The President has given notice of him stepping down at the next AGM.

-Keith Charlton suggested a straw pollbe taken for a show of hands to accept whetheror not there is a conflict of interest.

-Derek Wellmanexplained a straw poll would not be binding and so asked the members present to raise their hands if they were agreeable to holding one. No hands were raised so a poll on conflict of interest was not held.

-Ken Tunstall agreed to reflect on the views and concerns raised. He stated he does not wish to remain as President where he is not wanted but he was not convinced by the arguments for conflict of interest put forward. However he undertook toresign if and when the situation changes. Ken stated heremains loyal to the Club and will continue to work in its best interestsalongside his work, four grandchildren, moving house and his son having Stage 4 cancer. Ken does not feel he should go because people think there is a conflict when his integrity and loyalty to the Club will not allow that to happen.

-Brian Main sought clarification on the process should the President resign immediately; whether this requires another SGM or another member of the Executive Committee to step up.

-Derek Wellmanreferred to the Constitution which does not cover thissituation but advised another SGM would probably need to be held to elect a temporary President pending the next AGM.

-Andrew Donaldson felt it was unsatisfactory letting the Presidentgo having called the meeting but reaching no conclusions. However it was probably best left with views expressed rather than a vote.

-Derek Wellmanreiterated that the President would now be allowed time to reflect and report to the next Executive Committee meeting on 7th August 2017. What happens after that will be decided based on the President’s decision.

-Derek Wellmanasked the members if there were any more comments. As there were none Derekthanked everyone again for attending and closed the meeting.

End

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EGC SGM Minutes DRAFT010717/DW