Golf club general meetings in 2022

The National Golf Clubs’ Advisory Association (NGCAA) provides legal advice to golf clubs that are questioning whether they should continue with virtual general meetings in 2022 and beyond.

At the time of writing there are very few, if any, government restrictions in relation to the coronavirus pandemic throughout the United Kingdom. The omicron variant, however, is still very much present and we have had a number of golf clubs ask us about their legal options for holding virtual general meetings during the course of the next few months since they still feel that there is an element of risk for the membership coming together indoors in a large group.

At various points during the last two years, there have been government restrictions in relation to people gathering together indoors. For a large part of the pandemic, there was specific legislation introduced in order to help limited companies conduct their general meetings, which took the form of the Corporate Insolvency and Governance Act 2020 (CIGA). That legislation relaxed a lot of the constitutional requirements for limited companies as far as their general meetings and voting were concerned, in order to allow business to continue at the same time as keeping people safe.

Those golf clubs that were unincorporated did not have specific legislation introduced to assist them, but we were able to provide legal advice to help them in conducting general meetings in a manner which was both safe for the members and legally compliant with their existing constitution. The position for the unincorporated club in 2022 has not changed, but we summarise below.

There is a way for both unincorporated and incorporated golf clubs to continue to do business in a safe manner by conducting general meetings as a ‘hybrid’ but it is subject to the terms of their existing constitution.

The first thing to check within the constitution is whether there is a specific provision to prevent video or telephone conferencing for the purposes of any general meetings. Such provisions are rare, but assuming that they do not exist then the club has a starting point.

The meeting will need a physical place from which to ‘anchor’ it, since it could not take place in the virtual ‘ether’ of the internet. Some clubs will have a requirement in their constitution that the place for their general meeting is the clubhouse, whilst others will state that it is a place to be specified by the committee, council or board

Having established the place of the meeting, we move on to the people. In order to fit the definition of a meeting, there must be a minimum of two people meeting in the same place. Most golf clubs would have their chairman and one other person meet in the clubhouse in order to achieve this requirement.

The remainder of the members are able to dial in by videoconferencing, provided that the constitution does not specifically prevent that. The quorum can be achieved for the meeting provided that references within the constitution are to the required number of people being ‘present’. As long as the constitution does not specifically require those present at the meeting to be present in the same room, the members can be deemed to be present, albeit at a variety of locations, such as their own homes.

Voting can then take place in a very similar manner to ‘normal’.

Whereas under the provisions of CIGA during the height of the pandemic, some incorporated clubs were able to require everybody to vote by proxy, that is no longer an option. Those clubs with proxy voting as an option can encourage as many people to vote by proxy as possible, but not require it.

During the meeting itself, there are various online voting tools to allow a poll to take place, which should satisfy legal requirements. Instead of using the online voting tools, some golf clubs have produced ballot papers in advance of the meeting which they’ve emailed out to their members. Those ballot papers could then be completed and sent into the secretary during the meeting itself and again that ought to be capable of satisfying legal requirements. Care must be taken, though, so as not to have members sending those ballot papers in advance of the meeting by email or by post, unless there are specific postal or email voting provisions provided for within the constitution, which are rare for golf clubs.

As can be seen, subject to the provisions of the club constitution, both incorporated and unincorporated clubs ought to be able to hold a Covid-safe general meeting if they so wish. Indeed, regardless of any Covid-related risks, we have heard anecdotal evidence that golf clubs have had greater engagement and attendance at the virtual meetings as compared to years gone by with in-person meetings. So this could be a way forward! We have also had a handful of golf clubs amend their constitution specifically to provide for the hybrid meeting becoming part of the norm rather than the exception.

For advice in relation to general meetings or any other legal matter affecting your golf club, please do not hesitate to contact Alistair Smith at the NGCAA on office@ngcaa.co.uk or 01886 812943