Update 11: Top secret land development plan… “Keep the faith with your new committee and you will [not] be kept well informed”
This patently insincere, wholly contemptible statement was made by the directors in their “Message from the New Committee” of December 2021 [download here] whilst deliberately concealing, from the members, their longstanding activities in connection with a ‘secret’ plan to sell/develop, for housing, a financially significant proportion of club land.
In a Members Update issued on 23 June 2022 [download here] the committee disclosed that they’d been working on this plan — spending club money on the services of a retained architect and consultant planner — for “over 18 months” i.e. prior to December 2020 when the board comprised only the “Gang of Four” directors — Gawain Briars (Chairman), Steve Payne (Secretary), Richard O’Connor (Treasurer) and Gerry Hargreaves (Premises Chair) — who were installed via the hostile ousting of the then Nick Duckworth-led committee at the October 2020 Extraordinary General Meeting.
What we know is that at least three of the directors subsequently elected at the January 2021 AGM were never informed of this rather commercially significant plan.
To have deliberately concealed this information from the membership for over 18 months is one thing but for the Briars-led “Gang of Four” directors to have deliberately concealed it from fellow elected directors of the club, an incorporated company, is quite another. We have no way of knowing whether or not this information was deliberately concealed from all the other nine directors elected subsequent to the Briars-led “Gang of Four” committee who initiated this plan.
Given the above it would appear that the spending of thousands of pounds over the past 18 months, in respect of professional fees, was authorised by a minority of the directors and concealed from other directors and all members. It’s worth noting that when asked, at the members meeting of 1July 2022, to disclose the extent of costs incurred Gawain Briars repeatedly refused to do so.
The committee’s stated justification for concealing this plan from members — “due to the great sensitivity of this matter” — is highly questionable. What is not questionable is the absolute necessity to have disclosed the plan in their 9 March 2022 notification to members.
In that notification — of the, unseemly hasty, convening of an unnecessary EGM — the committee misportrayed there being only two outcomes for the members — either vote for a significant increase in monthly membership payments or accept the club’s closure.
…Hence, we call this EGM meeting to vote on where we want the club to go. These are the options we see facing us, and consequently the voting form will decide our fate
- The club closes on 31st March 2022 and is wound up…
- The members agree to an “Energy Levy” for one year to cover the estimated shortfall…
- The club is closed, we dissolve the company, and we try to find ways to restructure the squash club in a different way, for example, where members share the running of the club.”
…Without membership approval the committee cannot commit the club to such an agreement, the consequences of which have been explained above. The club would have to close.”
URGENT! – Explanatory Notice for an EGM
By order of the Committee Gawain Briars (acting Honorary Secretary)
(7 March 2022)
ROC said that unfortunately, there is really no way that the club can remain open, unless members accept and fund the extra expense, collectively, for a period of at least one year.”
Richard O’Connor (Finance Director)
NSRC Committee meeting
(3 March 2022)
And so, with that emphatic but fundamentally flawed, breathtakingly reckless statement, a crisis was fabricated resulting in the unnecessary and inappropriate convening of an Extraordinary General Meeting — members must vote to pay significantly more or the club closes.
However, following questioning — at the subsequent pre-EGM meeting — of the veracity of the above statement by a handful of the, apparently, few members remaining at the club prepared to challenge the serial misrepresentations of the directors, the proposed EGM and associated vote was cancelled.
Having been ‘rumbled’ the directors, in their “Cancellation of EGM” notice, attempted to save face by absurdly portraying members as having misinterpreted matters contrary to the reality — that the directors had deliberately misrepresented matters. Quite pathetic. [Download our deconstruction of the EGM Cancellation Notice here]
Relevance of the ‘secret’ land development plan to the (cancelled) EGM vote
The events surrounding the committee’s fabricated crisis of March 2022 are detailed in the two below linked updates:
EGM to be convened – Potential club closure… really? (9 March 2022)
EGM cancelled… a “crisis” that really, really wasn’t! (21 March 2022)
The updates demonstrate the falseness of the premises on which the EGM vote — members agree to pay an additional monthly sum of close to 50% of the monthly membership fee — was portrayed to members.
For example, we know that at that time the club had sufficient funds to continue operating for a further 8 months without any additional payment by the members.
For example, in respect of option 3 — “The club is closed, we dissolve the company, and we try to find ways to restructure the squash club in a different way, for example, where members share the running of the club” — contrary to this misleading portrayal restructuring of the club could, of course, have been implemented without it having to close.
Indeed in yet another recent EGM notification — which will be the subject of our next update shortly — this is exactly what the directors are considering.
…but we welcome further recommendations from the membership, at the EGM, with ideas on how to protect the future of the Club. For instance, we are considering the prospect of forming a Members’ Volunteer Group to run the club.
With all the above in mind it is with great regret that we have to inform you that we have commenced redundancy consultations with management.”
Critical Importance!
Notice of EGM – Wednesday 21 September
The Committee
(2 September 2022)
In short the members were being primed, through misrepresentation, to accept the club’s closure if they didn’t immediately agree to pay more.
We can only commit to a new electricity contract after an EGM has voted to support this leap in costs…if the vote is NO, the directors, have the right to cease trading and close the club, if we think we will be trading insolvently midway through the year.”
Richard O’Connor (Finance Director)
NSRC Committee meeting
(3 March 2022)
For what reason, one might ask, would the directors have wished to falsely portray the club as being in such dire financial difficulties as to render it in imminent danger of having to close when it was so clearly not. Then to have attempted to steer the membership into voting to close the club by, again falsely, portraying there to have been only three options available going forward — two of those options involving the club’s closure with the other being a wholly unappetising increase in members’ monthly payments by close to 50%.
It’s worth repeating how the matter was framed to members:
…Hence, we call this EGM meeting to vote on where we want the club to go. These are the options we see facing us, and consequently the voting form will decide our fate
- The club closes on 31st March 2022 and is wound up…
- The members agree to an “Energy Levy” for one year to cover the estimated shortfall…
- The club is closed, we dissolve the company, and we try to find ways to restructure the squash club in a different way, for example, where members share the running of the club.”
URGENT! – Explanatory Notice for an EGM
By order of the Committee Gawain Briars (acting Honorary Secretary)
(7 March 2022)
One, wholly plausible, explanation is suggested by the club’s Articles of Association at Clause 21 which addresses what happens to the club’s assets, running into the millions of pounds, on it being wound up.
If on the winding up of the Company there remains any surplus [assets] after the satisfaction of all its debts and liabilities, the surplus shall not be distributed among the members of the Company but shall be given or transferred or applied to Approved Sporting or Charitable Purposes as decided by resolution of the members of the Company.
- England Squash and Racketball for use in accordance with its constitution; or
- another Community Amateur Sports Club (CASC) having objects similar to those of the Company; or
- the purposes of a charity registered with the Charity Commission having objects similar to those of the Company.”
NSRC Articles of Association – Clause 21
Members could easily be persuaded to retain the club’s assets by voting for the transfer of those assets to a newly formed “Community Amateur Sports Club (CASC)” company — perhaps, for example, named Phoenix Nottingham Squash Rackets Club — thereby enabling unlimited control over the club and its assets by the Briars-led directors as they’d have free rein to draft the new company’s Articles of Association without retaining any of the constraints over their activities as those contained within the existing Articles.
A perfect illustration of the Briars-led administration’s proclivity towards increasing control is the members’ — in our view naive — acceptance, at the November 2021 AGM, of the committee’s resolution to abolish five of the ‘ordinary committee member’ positions retaining only the four core positions of Chairman, Secretary, Treasurer and Premises Director — usually occupied by ‘old boy network’ members owing to the club’s inherent, crony-esque, ‘old boy network’ — and only up to three additional ordinary committee members.
This reduces the likelihood of the election to the board of any potentially ‘troublesome’, independent- minded, non-partisan, non-crony members — like, say, the expelled members Andrew Hood, Neil Boston and Katrin Schwarz — who would object to, and challenge, the same kind of illegitimate, clandestine and damaging activities as those perpetrated by the original “Gang of Four” directors — Gawain Briars (Chairman), Steve Payne (Secretary), Richard O’Connor (Treasurer) and Gerry Hargreaves (Premises Chair) — as chronicled within and being the reason for the existence of this website.
Concealment of financial spending
Whilst the above events were playing out — with the directors falsely portraying the club as being on the brink of closure — at least some of them, if not all, knew of this secret land development plan which had the potential to secure the club’s long-term future.
We repeat our earlier statement, “What is not questionable is the absolute necessity to have disclosed the plan in March 2022 when the committee portrayed the club, misleadingly in our view, as being in imminent danger of having to close due to financial circumstances…”.
Though it could be argued that the plan only had/has potential the directors must have believed, and retain the belief, in the high likelihood of success. After all, they’d been secretly paying a significant amount of members’ money for the professional services of an architect and planner without reference to the members whose money was being spent. Possibly without reference to a proportion of fellow directors too.
In additon to the above we now understand that the directors are now seeking to engage a solicitor thereby incurring further professional fee related costs.
As mentioned earlier, when he was asked by members — at the members meeting of 1July 2022 — to disclose the extent of costs incurred to date Gawain Briars repeatedly refused to do so.
…we cannot do so because of the sensitivity of the matter and because valuations and costs are changing significantly, month to month, at this time as a result of inflation, rising interest rates and other factors. GB would not want the committee to be tied down to specific figures at this time.
…Ivor Rowe (IR) asked if the committee has a strategy document with costs and income and GB said that we have not got to that stage because we are seeking planning permission which, if we obtain, then we have a secured financial platform on which to start producing such projections.”
NSRC members meeting
(1 July 2022)
The above excuses are patently absurd. There is absolutely nothing sensitive about valuations or costs in this context. Costs to date are what they are — as stated on submitted invoices — they cannot change. Valuations can, of course, change but are accepted for what they are at the time of asking.
Further, Gawain Briars’ assertion of not having cost and income projections is, we believe, wholly disingenuous on the basis that it would have been rather reckless, if not incompetent, to have committed to such a long-term project — involving ongoing, significant costs — without having any idea of what those costs might amount to over the life of the project nor any idea of potential return.
These pathetic excuses for refusing to disclose financial information to members — members who own the club and whose money is being spent — simply fail to stand up to the slightest scrutiny serving only to confirm and reinforce what is already known to be Gawain Briars’ modus operandi — that of concealment, opacity and obstructiveness when legitimately questioned — as demonstrated on so many occasions throughout this website.
So much for his committee’s declaration “Keep the faith with your new committee and you will be kept well informed”.
£30,000 Bounce Back Loan repayment
One of the most astonishing aspects of the above, risible, sequence of events is the committee’s apparently incomprehensible, wholly irrational decision to repay the £30,000 coronavirus Bounce Back Loan taken out in March 2021.
Extraordinarily, this decision was made by the directors at the very same committee meeting as the one at which they’d agreed, contrarily, to convene the above-mentioned EGM on the false premises by which they’d portrayed the club as being in imminent danger of closing due to financial difficulties.
For those unfamiliar, the Bounce Back Loan (BBL) scheme was a government initiative to enable companies to access funds of up to £50,000 — on the most favourable of terms — to help them through the coronavirus pandemic and after.
Essentially, those terms were; a no fee fixed interest rate of 2.5% per annum, repayment term of 6 years with an option to extend to 10 years, an option to move to interest-only repayments for 6 months (option to use the facility up to 3 times) and an option to pause repayments for 6 months.
Even without utilising those unbelievably generous options the clubs liability for the 6 years of the loan amounted to a monthly interest payment starting at £62.50 (reducing to £1.04 at month 72) and the capital repayment starting at £562.50 (reducing to £501.04 at month 72).
Ostensibly, in order to save £31.77/month (over 6 years), the directors thought it a good idea to relinquish a £30,000 cash cushion at a time when energy costs were increasing significantly and the club was supposedly — as falsely portrayed — on the brink of having to close due to dire financial difficulties, then to propose an increase in members’ monthly payments by close to 50%.
Within days members were being begged for loans of between £1000 and £500 — in effect a replacement for the repaid Bounce Back loan.
GB [Gawain Briars] thanked ROC [Richard O’Connor] for his considerable and in-depth report and opened the discussion to the committee. GB [Gawain Briars] started by stating that we should immediately redeem the 30K RBS loan facility.
The committee agreed. New action – ROC to effect [sic] the RBS loan redemption as a priority”
NSRC committee meeting
(3 March 2022)
To solve our energy cash flow deficit, members are asked if they can loan the club amounts of £1000 or £500, secure in the knowledge that we have no other debt and you will be preferential creditors, if a problem does arise..”
EGM Cancellation Notice
(18 March 2022)
In short the decision to repay the £30,000 Bounce Back Loan — apparently at the behest of the Chairman, Gawain Briars — was, in our view, an act of pure lunacy which we doubt any competent business owner would consider for a second in similar circumstances.
We wouldn’t trust these directors with the financial management of the contents of a child’s piggy bank let alone with the club’s assets — which run into the millions of pounds — would you?
