Windyhill Golf Club

Minutes of the 116th

Annual General Meeting of Members

held in the Clubhouse at 7.30pm

on Tuesday 25th February 2025

1. Welcome and Opening Remarks

Michael McKeown welcomed the members to the meeting.

2. Attendance and Apologies

67 members were in attendance, their names being noted in the Register of Attendance.

Apologies were intimated to the meeting from David McLeod, Kevin Smyth, Tom Mooney, Andrew McGonagle, Benny Higgins, Ian Thomson, Brian Scott, Ian Gardner, Stephen Hart, Andrew Renouf and Jason Greer.

3. Minutes of the 115th AGM held on 27th February 2024

The Minutes of the 115th AGM were then accepted by those present as an accurate record, through a Motion proposed and seconded as follows:

Proposer – Frank Geary    Seconder – John Britton

4. Executive Board Report for 2024

As we were without a captain for 2024, the Executive Board had asked Board member Michael McKeown to present a summary Report on the 2024 year at Windyhill.

Michael opened his report by asking all present to take a moment to remember those current and former members who had passed away in the last year. These were – George Boyle, Alex White, Ann McColl and Robin Neil.

There was a comprehensive Executive Report contained in the AGM Booklet, so Michael proposed only to focus on a few topics from that report.  2024 had not been a good year for Windyhill.  The unexpected loss of our head greenkeeper; the issues with his replacement culminating in his departure in October; the drop in quality of the course and the fusarium infestation of the greens; and the spate of resignations at the end of the year, all contributed to a difficult year, with the recent storm damage being the latest challenge to hit the Club.

Nevertheless, it is important to remember that golf continued to be played at Windyhill throughout 2024.  All our usual medals and competitions were successfully held, and our teams continued to play in their various leagues.  Congratulations were due to all our prize and trophy winners, and to the Thomson McCrone team for winning their league for another year. 

Michael then turned to the recent storm damage, and extended a huge thank you to all the members who had given of their time and labour to help clear the course after the storm had struck.  They had a formidable job to do cutting branches, clearing paths and raking fairways, providing an invaluable help to our greens team.  There is still a way to go but despite everything we are still open for golf and work in now progressing to prepare the course for the 2025 playing season.    

Michael ended his report by thanking everyone on the Board for their work over the past year, and Douglas Gibson for his preparation of the AGM booklet and financial data. 

5. Presentation of the Annual Accounts for the year
   to 31st December 2024

Douglas Gibson gave an overview of the Annual Accounts for 2024.  These were printed in the AGM Booklet, together with a detailed Financial Report. The Accounts had been formally approved by the Executive Board and audited by members of the Club.   The main points highlighted at the AGM were:

Overview – Despite all the ups and downs of the year, we managed to end up with a relatively small deficit of just £662 before depreciation.  This result had not looked possible half-way through the year, but a strong second half performance in the bar and improved visitor income brought us back to an almost break-even position, which is very pleasing.

Income – Subscription income was little improved on the previous year, despite a significant increase in the fees.  This came down to a shift in membership numbers from the full-fee Ordinary category to the discounted Promotion categories.  Overall, our playing membership had remained roughly the same, but this shift in categories had wiped out the fee increase applied at the start of the year. The further loss of members in early 2025 puts further pressure on subscription income, and we will need now need to work even harder to promote the club and bring in fresh members.   

Visitor income was, however, one of the stand-out successes of 2024 - up by 50% on 2023.  This was down to an upsurge of usage of GolfNow, whereby 45% of all visitors booked through this route. A further 33% of visitors paid directly over the bar, while the remainder booked via the Scottish Golf App.  This income stream has the potential to grow even further, without impacting the ability of our members to book tee-times etc.  Buggy income, however, was down, mainly due to the poor reliability of the buggies that we own.  The Board is looking to refresh these either through purchase or lease, in order to improve this service to our members.

The increase in bar income is again very pleasing, but it should be noted that this comes primarily from an increase in functions and parties.  These are clearly essential, and members were encouraged to use the facilities as much as possible for their special events.  However, the usage of the lounge by members after a round of golf is still very low.  The Board is considering how it can improve our catering provision for visitors and members, as a way of attracting more usage of the facilitites.

This was the first full year of incorporating golf clothing and accessories into our lounge bar service.  We have used Glenmuir as the supplier of clothing, and we have been able to provide members with a range of items, all with the Windyhill crest, at reasonable prices.

Other income sources include the Lottery, and members were encouraged to enrol in this to help increase this income stream to the Club, while also having a good chance of winning a cash sum.  Finally, we were grateful to Mrs Arthur for a £5k donation towards our centenary, which was used to fund a new security system for the Clubhouse buildings.

Expenditure – Expenditure is dominated by salary costs, and this year saw a number of unexpected staff changes particularly in the green team, as has been previously discussed. We also employed Rhys Williams to provide cover in the Clubhouse at the weekends.  Unfortunately, Rhys has now left and we are looking for any members who may be able to give of their time to provide a presence in the Clubhouse to greet members and visitors, especially in the mornings and at weekends. Greens maintenance and consumable costs were up this year, partly due to machinery mishandling and some incorrect purchasing by our head greenkeeper. The Board is now looking to refresh our greens equipment, with a view to improving reliability and course presentation for the coming season.  This will, however, depend on the decision to sell the Clubhouse, as a means of releasing capital for equipment investment.

Other costs, in terms of utilities and overheads, have all continued to climb because of inflation.  We continue to be fortunate in having volunteers who are able and willing to undertake a great deal of the administrative burden for the Club.  A plea was made for members to lend their skills to help out with the many jobs that are required to keep the Club running smoothly.

Balance Sheet – Finally, turning to the Balance Sheet entries, Douglas pointed to the reduction in Cash in Hand from 2023 to 2024. This was a strong indicator that we cannot continue to run at a loss and emphasised the importance of moving forward with the Clubhouse sale, in order to release funds to set us on a much more secure financial basis. 

6. Auditors’ Report & Appointment of Auditors for 2025

George Munn reported on behalf of the auditors that a sample audit had been undertaken successfully, and that the books continued to be well presented and maintained.   Both George Munn and Rudy Hanel were willing to continue as auditors next year, and this was unanimously supported and approved by the Meeting.

7. Motion to sell the Clubhouse and Land

Michael McKeown then opened the discussion by restating the motion as follows:

“The membership of Windyhill Golf Club agrees to the sale of the remaining Clubhouse buildings and land owned by the Club to our landowner, Mrs Arthur, on a sale and lease-back basis.”

Michael then invited questions and comments from the floor, but firstly gave some background to the deal that was on the table.

• This possibility of the sale of the Clubhouse had been raised to the membership at the Members’ Forum in November 2024 and had received strong support.
• An alternative approach of asking the membership for loans had resulted in 35 offers from members offering potentially £30k of funding.  The Board had deemed this to be insufficient to take forward.
• The original offer from the Landowner was of £200k with a £10k/year rental leaseback. They had subsequently reduced this to £175k due to an issue with the clubhouse dining room extension, which our factor claimed had been built out on to the landowners’ land.  The Club had challenged this view, and Roger McHugh has taken this issue up with the Land Registry, who had ultimately agreed with us that the extension was not in fact built on the landowner’s land.  The landowner had subsequently restored the original offer to £200k/£10k, and the Board had now supported the sale on that basis.

Questions were then invited

What are the details of the Lease – We do not have full details yet of the lease arrangements, other than that the annual rent for the leaseback will start at £10k/year and will rise in line with RPI.

How will this tie in with our existing lease – We have around 2.5 years remaining on our current lease, with a further 5-year option.  It is likely that a single lease document will be created, and the clubhouse and course rentals will be merged.

What about insurance – The factor has suggested that they would insure the buildings via their own insurance portfolio.  They have many properties insured and will hopefully be able to offer a reduced premium because of their buying power.  However, we will be obliged to pay the actual insurance premium.

Will Capital Gains Tax come into play – This is a possibility, but our status as a CASC may reduce this or eliminate it altogether.

What will we do with the money – There was a strong feeling from the floor that the course should be our first and main priority.  We must get the course back to the standard we were used to. 

What machinery are we considering – all our machines are old and unreliable.  We need to replace greens mower, fairway mower and rough cutter.  We are looking at a leasing arrangement that could cost up to £32k per year.  We may also be able to sell off our old machines.  We would hope to have the vehicles in place during March if the agreement for the sale is confirmed.

What impact will this have on our Balance Sheet – There is a residual value of machinery of around £17k on our books.  This will need to be written off. 

Have we considered remortgaging our properties – No, the Board has not considered this, but will look into it as an alternative.  However, given that the bank was unwilling to even give the Club an overdraft of £10k, it is unlikely to look kindly on a mortgage loan of several £100k.

Need to build up our membership – There was strong support for the proposed sale as a means of improving the course and giving the Board the means by which to attract new members. 

Following this discussion, Michael put the Motion to a vote, and the motion was carried by a substantial majority of those present, through a show of hands.

8. Elections to the Executive Board

There were no formal proposals for membership of the Board, but during the question-and-answer session, Terry Hynes put himself forward to serve on the Board.   The meeting agreed to coopt Terry to the Board.

9. Appointment of Captain for 2025

Unfortunately, once again the Executive Board had been unable to bring forward a candidate for the position of Captain of Windyhill Golf Club for 2025.  The role of captain is essentially a figurehead for the Club, and the Executive Board will endeavour to cover these duties as they arise over the coming year.

10.   Questions to the Executive Board

Michael the opened the meeting for general questions to the Board.

How many lady members do we have – Currently we have only 5 lady members, most of whom are linked to spouses who are also members of the Club.   It is a continuing concern that so few ladies play golf at Windyhill, and we can only encourage our members to promote our facilities to family and friends.  There are always deals available for memberships, and in particular the Family membership is very good value.   

Sponsorship of Holes – Derek Holms offered to put together a corporate package deal that could be offered to companies.  This would offer tee-box signage, a number of 4-ball tee-times, and publicity on the club’s social media, all for an annual fee. This was well received.

11. Closure

There being no further questions from the floor Michael McKeown then thanked the members for their attendance and contributions and declared the AGM completed.

The meeting closed at 8.45 pm.