Minutes of the 2001 AGM
MINUTES OF THE SIXTH ANNUAL GENERAL MEETING
OF THURNHAM HALL OWNERS
HELD ON SUNDAY 2 DECEMBER 2001 AT 10:30AM
AT THE CARLETON, MORECAMBE
In attendance were:- Mr Fred Fogg Managing Director
Paula Beatson Finance Director
Mr Philip Broomhead FNTC
Mr John Hughes Needham & James Solicitors
Mr John Jackson Mgt Committee Representative
Pamela Francis Mgt Committee Representative
Mr Fogg welcomed everyone who attended the meeting and introduced the people seated at the top table.
1. Election of Chairman
Mr Fogg requested nominations for a Chairperson; no one was forthcoming so Mr Broomhead was nominated.
Philip Broomhead introduced himself as the Head of Legal Services for the First National Trustee Company, and a Trustee at Thurnham Hall since it's conception.
2. Apologies for Absence
Apologies were received from the following people:-
Mr & Mrs Brian Thompson Mr Roger Newman-Coburn
Mr & Mrs A W Maunton Mrs A J Evans
Averil E Hodgson Mr & Mrs G W Pickles
Mr S Ellis
3. Correspondence
There was no correspondence to be dealt with at this point.
4. Minutes of the last AGM
The Minutes of the last AGM were accepted as a true and correct record of events by Mr Sumner and seconded by Mrs Fisher.
5. Matters Arising
There were no matters arising.
6. Report of the Developer
Mr Fogg said that this year had seen a milestone in the history of the Thurnham Leisure Group; it had been 5 years in May since he had taken over as Developer. At that time the Hall existed with only 10 apartments and 15-20 staff; and he was very proud that today the Group now own some 200 apartments and employs 650 staff. He was delighted to be able to say that the Group undoubtedly boasts an exceptional name around the time-share industry in Europe, and is the fastest growing Group in the United Kingdom .
Mr Fogg said that his objective had been to create an all round quality service, which he felt had been achieved; and went on to announce that 2002 would see the Group increase it's portfolio by an additional 2-3 planned resorts. He reiterated that Quality and Service remains paramount to the on-going success of his plans and that the Board of Directors is committed to this achievement.
He then went on to talk about his on-going frustration after numerous meetings with RCI. He felt he had never succeeded in making this exchange company responsible for ensuring it delivered quality exchanges to the Group's owners. This had been the catalyst for an exceptional number of complaints about RCI and he thanked the owners for their support in the decision to move to Interval International. The Directors and the Owners Management Committee had agreed the change was needed to ensure that they could monitor the quality of resorts and exchanges offered to members.
Mr Fogg spoke about the additional developments completed at the Hall over the last twelve months:-
• This year had seen a total refurbishment of the Dower House block.
• The Lonne Suite had not only been refurbished but also extended, with the addition of a beautiful new conservatory.
• All studio apartments now contained up-graded wall beds.
• New lighting had been installed between the Hall and the Leisure Centre along with an additional path.
• New roadways had been laid enabling better access for housekeeping vehicles.
• The completion of a new purpose built playground dedicated to younger children.
• The commencement of an on-site laundry which will be completed by the end of the year.
He then went on to say that there were still many things in the pipeline for further development such as the final 10 apartments, and a decision would be made on when it would be feasible to start these.• Planning permission has also been sought for the possibility of building a purpose build Reception block, to be located closer to the vicinity of the front car park.
• Plans have also been drawn up to consider extending the restaurant into the area currently housing the men's washroom.
• January 2002 would see the sales team re-housed above the leisure centre and the Library, usually used for presentations, will revert to a conventional non-smoking Library. Plans include opening up the original fireplace and the installation of traditional library furniture. The enjoyment and relaxation in the Great Hall will be further enhanced as the presentation traffic will obviously diminish.
Mr Fogg came to the end of his discussion points and finished by offering his thanks and praise to Kevin Haygarth and his staff. He commented that not only was the restaurant proving to be exceptionally popular with a regular clientele of around 90 on a Friday and Saturday evening but also recognised that the resort staff were constantly striving to improve ways, and initiate ideas, to increase profit centres.
7. Financial Report
Paula began by looking at her personal profile at this point last year when she held the dual roles of Resort Manager and Finance Director. The rapid expansion of the Group clearly necessitated a 100% commitment in each role and it was decided that the appointment of Kevin Haygarth as Resort Manager, together with the promotion of Anne Boardman to Assistant Resort Manager would best serve the interests for the management of the resort. Commenting on the appointment of Kevin, Paula said she felt he was the right person for the job from the outset; not just because of his excellent background, but because of his very evident and immediate love of the Hall combined with his enthusiasm for its future development. His professionalism and dedication to his new role had already provoked very favourable comments from owners. She wanted to formally thank Kevin, Ann and all the staff at Thurnham Hall for their constant commitment and enthusiasm in making the Hall the exceptional place it is.
Although accounts had been sent out, Paula wanted to highlight a few specific areas. The first being the 41% increase in the usage of the bar and restaurant which is fast becoming and excellent income generator. Although an increase in wages is evident, she felt this cost had now evened out and should not increase further. The only additional increase would be 2-3 extra housekeeping staff after the building of the 10 remaining apartments. Paula also commented on the Developer's contribution and explained that this figure was the shortfall between the current running costs of the resort and the management fees received. She went on to give her assurance that within 12-24 months she was confident that the management fees alone would support the resort costs.
Paula pointed out that since the administration team had moved to new office premises in Lancaster it would be much easier for her to identify actual resort costs. In the past it had been difficult to split certain costs out for example telephones, with sales admin, general admin and resort all using the same system an arbitrary allocation was the only thing possible. Now, general admin have moved and the sales admin have their own number the true costs for the resort can be identified.
Paula explained how more advanced the accounting systems and procedures had become this year. Whilst there is still work to do in producing more detailed accounting information for individual cost centres at Thurnham Hall at Thurnham Hall the information being produced is much more accurate and reliable. She referred to the forecast statement that had been sent to all owners and said she felt this reflected how far we have progressed in that Kevin will now using these figures as his budget for the following year. She explained that at this stage budgets were to be used only as a guideline because it is extremely important not to compromise the standards of the resort with a financial stronghold. She explained Kevin was committed to ensuring that revenue at the resort is maximised with costs being as efficient as possible. Savings have already been made with the addition of our own laundry facilities, completed at the end of the year, and on target to save £20,000 in its first year of operation.
8. Report of the Management Committee
Pam Francis welcomed any new owners to their first AGM and reiterated that it had indeed been a very exciting year with all the developments at the Hall.
As discussed at the AGM last year, she was delighted to announce that the new children's play area had been erected and a path from the leisure centre to the “Playdale” would be completed very soon. Also discussed last year was the provision of tennis courts. - However, due to the non-availability of a viable site which would not infringe on the privacy of guests, and the disproportionate amount of money required to provide them, it was decided that this idea had been fully assessed and would not be taken forward.
Pam moved on to the topic of utility fees charged at the Hall, and although various options had been discussed it had been decided to retain the current system.
She said, the management fee this year had been increased by 50% of the difference in actual management fees and projected management fees, but she wished to point out that this was the first increase in 5 years, and that the Standing Order facility was available for any member who would prefer to pay by this method.
Pam was pleased to say that the Dower Block had been totally refurbished during the year; 75% of which had been funded by the Sinking Fund and 25% contributed by the Developer. She said that the Management Committee make regular inspections of the apartments, and they felt that the Suffolk Suite required decorating and this would be achieved through the Sinking Fund. She went on to say that there should be no more refurbishment for a few years, giving the fund a chance to grow.
There had been a noted increase in owners requesting to hold private functions at the Hall, which had prompted discussions involving the Management Committee. The following has now been decided:-
• The use of a Marquee on the croquet lawn is too disruptive to guests and will no longer be allowed.
• Before any private function is sanctioned it would need to be assessed and approved by the Committee, who will need to give careful consideration to the numbers already booked into the restaurant and staff availability.
Moving on to the Social Membership at the Resort that now totals 148, Pam pointed out that their time allowance had been extended from 7.00pm to10.00pm Monday to Friday, which in turn had seen an increase in the money generated from these valuable members.
On behalf of the Management Committee, Pam was pleased to welcome Kevin Haygarth to the Resort where she thought his expertise and experience could only strengthen an already competent management team. Pam also extended the Committee's grateful thanks to John Mills for his continued devotion to the gardens around the Hall.
Pam closed by reading a selection of the very favourable comments/letters received from guests that had stayed at the Hall.
9. Questions from the floor
Mr & Mrs Black explained they were unhappy with the change to Interval International. They had never experienced any problems with RCI and felt any fundamental change to their membership should at least evoke a ballot.
Mr Fogg responded that the decision to change had been made in conjunction with the Owners Management Committee. He stated that fixed week owners would not be affected and that banked weeks would be honoured. TVC (Thurnham Vacation Club) is affiliated to II with immediate effect, while the Resorts are still affiliated to RCI for a further six months. Mr Fogg said that senior staff members of the Vacation Club would be available for advice after the AGM and at the Hall.
Mike Morris pointed out he had been informed that II did not list Thurnham Hall as a Five Star Resort.
Mr Fogg said that he was unaware of this and confirmed clarification would need to be sought.
Andy Scarborough wanted to point out that in past communications he had always enjoyed an excellent response from RCI, and a rubbish one from II. He questioned the legality of TVC thinking that they have the power to act in totality for a whole Membership without a vote or consultation being offered.
John Jackson, Chairman of the Owners Management Committee pointed out that at every other AGM ‘Question Time' had consistently been taken up with complaints about RCI. This decision had not been taken from a personal point of view; the growing number of aggravated complaints received about RCI had dictated it.
Mr Scarborough responded with further questions: Had every single owner complained? How many owners are there? How many complaints have there been? He pointed out that in his view people don't complain if they are happy, he reiterated that he was extremely annoyed and requested the Committee still ballot every owner.
At this point Philip Broomhead asked for advice from Mr John Hughes the Solicitor present, as to where the Membership stood regarding the Committee's decision. Mr Hughes pointed out that no legal representation was required, if the Membership were unhappy with their elected Committee they did have the right to overturn them and the power to vote in new representatives.
Mr Fogg responded in agreement with Mr Jackson that the decision had been taken because of the previously well-documented complaints about RCI. He did however point out again that fixed week owners at Thurnham Hall do not have to change. Mr Fogg also went on to explain that RCI was now working as a competitor to the industry through their purchase of various management companies and the level of control they wanted to hold over the Membership was extremely detrimental. He also felt that RCI Points vendors were very misrepresentative and could take the name of the Industry back to the gloom of the 1980's.
Maureen Miller asked as an owner of two years, did she still have the same facilities?
Mr Fogg replied that nothing had changed for them, they still have the same rights.
Janet Thiele a member for two years said she wasn't sure whether she was a member of the Vacation Club or a fixed week owner. She said she was fine about the changes and happy to go with II but she had found it difficult to arrange an exchange as she had been told that she “ would never get anywhere in August ”, but that II could sell her a week at her requested resort for £750.
At this point, the Chairman Mr Broomhead decided that these issues were not for discussion at an AGM and needed to be investigated by the resort administration staff. He again pointed out that Vacation Club staff was available for consultation after the AGM and at the Hall.
Mr Fisher pointed out that he felt non-Vacation Club members were being treated like second-class citizens because they were unable to book time at the Hall as easily as Vacation Club Members.
Mr Fogg explained that non-club members still had exactly the same rights as they had before and in no way were being treated any differently.
Non-members still have the same availability of weekend/mid week/overnight stays created by early check out and no shows. However, they did not, and have never, benefited from the space created by the developer's unsold inventory. When the Club was launched this inventory was ceded into the Club and therefore Club members have access to more inventory.
James Marr would like to see the forecasted accounts on utility fees and questioned why there was a second excessive charge levied. In two exchanges he had previously experienced neither had been over £10 for a family of 4.
Paula Beatson responded that the Owners Management Committee had agreed the charge, because the majority of users are exchangees. The additional income generated from this levy reduces the total cost of running the resort, in turn keeping the owners maintenance fees stable.
Mr Fogg said that Mr Fred Evans had suggested the utility fee as he had previously experienced this as the norm. Mr Fogg pointed out that they could vote for the utilities to be dropped through their Management Committee.
Mr Frank Hilton asked for clarification, as he was confused about the number of different membership grades.
Mr Broomhead gave the following categories:-
Ordinary Membership - Fixed week owner at Thurnham Hall
Founder Member - Thurnham Leisure Group Limited
Alternate Year Member - Owned a week every other year
TVC Member - Floating week owner at no fixed resort
Social Membership - Member of the Leisure Centre only
Paula pointed out that the Social Members paid an annual fee, and although it was difficult to identify exactly how much more income they generated she was aware that many of them do come for the day, staying to have lunch, drinks, or afternoon tea etc and definite increases have been seen in the bar/restaurant area. The leisure centre is an under utilised facility at the resort which if it was owners only membership would become a drain on income.
Mr Hill pointed out that the restaurant/bar gross profit % last year was 49.92 and this year 44, how can 60% be justified in the forecast?
Paula pointed out that the margin had decreased slightly, but there had been a number of experimental ideas with the menu choice and pricing. Kevin Haygarth was currently looking at increasing that area of revenue and was already looking at ways of improving margins, she felt that 60% was more than achievable.
Mr Hill asked if anyone had thought about a small on-site shop which could be an extra profit centre.
Mr Fogg immediately offered him the franchise. He went on to comment it would need a lot of thought and the viability of such an operation would need to be investigated. If it were something they would like investigated they would need to speak to the Management Committee.
Mr John Bigger said he was a fixed week owner and a TVC Member, over a period of time he commented that Mr Fogg had written various letters regarding RCI Points system and asked if this was the main reason why he had decided to move to II?
Mr Fogg replied that 2-3 years ago he had been an advocate of points and the grading Thurnham Hall had was high. His objection had always been their introduction and selling strategy. Members exchanging abroad had returned with letters telling them that Thurnham Hall had been downgraded, another said that Thurnham Hall's Developer had been sent to Jail. RCI have allowed licensed vendors in the Canaries to misrepresent them. Mr Fogg pointed out that if he had felt the whole operation was clean and beneficial he would have joined the system.
10. Election of Management Committee Representative
Mr Broomhead asked for a vote of thanks for Paul Baker, the retiring member of the management committee before asking both Paul, who had put himself up for re-election, and Mr Kevan Dean, the other candidate, to say a few words about themselves.
Mr Broomhead pointing out that it was one vote per week owned, and on a show of hands announced that Kevan Dean was the newly appointed Committee Member.
The next issue needing a vote was for a change in the Constitution. John Jackson was asked to give background information to this change.
This change is to protect the Club against multiple week owners. For RCI and other points organisations to operate successfully they need to hold a bank of weeks. They could, in theory, purchase enough weeks on the re-sale market to hold sufficient votes and end up controlling the Club. Points Clubs based in South Africa are currently extremely active in the re-sale market and this change in the Constitution is to prevent any large corporation owing sufficient votes that could change the control and direction of the Club.
Mr Broomhead asked for any questions on the Resolution, and pointed out that he was aware other Clubs were making the same amendment to their Constitution.
Owen Oliver pointed out that devious people are out there and the Governing Bodies should take on board the monitoring of these activities.
The following Resolution was passed by the Members at this Annual General Meeting held on 2 December 2001 and will appear as Clause 16.9 of the Constitution:-
“No Member (other than the Founder Member) shall be entitled to exercise more than ten votes irrespective of the number of weeks owned by such Member. All references made to Member or Members exercising votes as aforesaid, such reference shall also include any corporate entities, or groups of corporate entities, where shareholding or directorships are common. Where such common shareholdings or directorships exist then all of those corporate entities will be consolidated and only ten votes will be granted to the consolidated group.”
A proposal by Mr Fred Evans was put to the floor he commented that in his opinion alternate year owners should pay a fee for the use of the Hall and its facilities if they attended during the year when they did not pay any annual maintenance fees.
Mr Fogg pointed out that as the Founder Member he was concerned at this proposal, because Members issued with their alternate contract have been sold their week on the basis that they could use the Hall whenever they wish. He pointed out that whenever these owners use the facilities other income is generated from sales at the bar/restaurant, and said it was down to ‘the floor' to decide how they should vote.
Peter Grossman asked for clarification on the number of half members there were.
Mr Fogg replied circa 500.
Joe Walker , an annual member pointed out that these owners held a legal document saying they could attend at any time and reiterated on the income generated by these owners, he moved to oppose this proposal.
The Members listened to various comments and questions for and against, then Mr Broomhead asked for a show of hands. It was a resounding vote against this proposal with only 6 (six) for.
11. Any Other Business
Trevor Hall requested a list of Committee Members names and telephone numbers. These are as follows:-
John Jackson - Chairman - 0161 283 9074
Pam Francis - 01257 278174
Kevan Dean - 01254 583425
Please note that at the end of the meeting, the charitable collection held for the school in Kenya raised £350. As promised, Mr Fogg matched this amount which gave a grand total of £700.
12. Date of Next Meeting
The date of the next AGM will be Sunday 1 st December 2002. Please note that this will be a non-smoking meeting.