The board of Wentworth Falls Country Club has breached NSW club regulations over the appointment of its chief operating manager and by gagging debate at a meeting of members last year.
The Code Authority, which regulates clubs in NSW, has recommended that the club president, and at least one other board member, undergo compulsory training in director duties.
The authority investigated the club after two complaints were made by members.
The first, by club vice-president, Henry Stock, was over the appointment of the chief operations manager, Kathy Kay. She was hired in November 2020 by the club president, Paul McCowage, and one other board member.
Mr Stock asked to be involved with the hiring process but was refused on the grounds that the process was being managed by a board sub-committee.
He complained to the authority that the full board should have approved Ms Kay's recruitment. Mr McCowage said the job description and salary package had been developed with a director who is a registered psychologist with expertise in recruitment.
The authority found this breached the Club Accountability Code. It said:
- The contract of employment is void as the club board was required to formally approve the employment;
- Independent advice should ideally have been sought regarding top executive hiring;
- The president has no individual power to appoint a CEO or interim CEO; and
- The status of the operations manager's contract has serious implications and requires legal advice for correction.
The authority noted that eight of the nine board members were new, having only been elected in July last year. But it said the breaches showed how important it was that directors have training before they join club boards. The board must now ensure at least two directors, including the president, undertake mandatory director training.
The second complaint, by former treasurer, Steve Parker, related to a general meeting last September, when three resolutions proposed by members were to be debated. The board decreed that two of them were "special resolutions" and did not allow members to speak to them.
The authority found that the board should have sought legal advice and that the president, as chairman of the meeting, should have allowed members to speak to their resolutions.
"The actions of the board and president in relation to the handling of the resolutions was a clear breach of the code," it concluded.
The authority has told the board it should acknowledge to club members that the incorrect process was followed at the general meeting and discussion should have been allowed.
It will also have to apologise to Mr Stock and acknowledge that board approval should have been sought before hiring the manager.
Mr McCowage told the Gazette: "Wentworth Falls Country Club is always striving to improve its governance and ensure that best practice is being followed.
"While the breaches identified by the Code Authority were relatively minor and procedural in nature, the club welcomes the findings and will endeavour to implement the three recommended measures in the best interests of members, patrons and the broader community."
