2020 Annual Meeting Email Documents

APRIL 8, 2020

WORCESTER COUNTRY CLUB MEMBERS:

THE ATTACHED INFORMATION HAS BEEN PREPARED BASED ON THE ASSUMPTION THAT THE ANNUAL MEETING OF THE CLUB WILL BE HELD ON MONDAY, MAY 18, 2020, AT THE CLUB.

AS A RESULT OF THE COVID-19 VIRUS AND ITS IMPACT ON GATHERINGS, IF THE MEETING CANNOT BE HELD ON MAY 18, 2020, IT IS THE BOARD OF GOVERNOR’S EXPECTATION TO POSTPONE THE MEETING TO A LATER DATE. IN THAT CIRCUMSTANCE, VOTING ON THE ELECTION OF 5 BOARD MEMBERS, THE TREASURER AND SECRETARY AND A PROPOSED BYLAW AMENDMENT WILL BE DELAYED UNTIL THE MEETING CAN BE HELD.

ACTIVE VOTING MEMBERS MAY SUBMIT THE ABSENTEE BALLOT INCLUDED IN THE MATERIALS IN ACCORDANCE WITH THE INSTRUCTIONS. THE BALLOT MAY BE WITHDRAWN AT THE MEETING IF THE MEMBER WISHES TO CHANGE HIS/HER VOTE.

YOUR BOARD OF GOVERNORS WILL KEEP YOU APPRISED OF DEVELOPMENTS.

RESPECTFULLY, DAVID A. LEMOINE SECRETARY

April 8, 2020

Dear All Worcester Country Club Members: As directed by the Bylaws, this is your notification of the WCC 2020 Annual Meeting. The meeting will take place at the Club on the third Monday in May, that is, May 18, 2020 at 6:00 pm. Only Active Members may vote but all members, including spouses, are welcome to attend.

The following items of information are included in this email notice: 1.

2.

3.

4.

5.

6.

7.

Nominating Committee’s proposed slate for the 2020-2021 year Proposed Bylaw Amendment Absentee Ballot memorandum and ballot (Voting Active Members ONLY) Treasurer’s Letter Capital Budget (year ending February 28, 2021) Operating Budget (year ending February 28, 2021) Meal and attendance card (please complete and return if you intend to attend the meeting)

For those unable to attend the meeting, an Absentee Ballot acknowledgement and ballot are included in this mailing. If using the Absentee Ballot, you may vote by any of the following methods: Return signed, witnessed and dated ballot by US mail OR Send a copy of the signed ballot via email to secretary@worcestercc.org OR Fax a copy of the signed ballot to 508-852-3357

Other materials – The President’s report, committee reports, audited financial statements, listing of new and resigned members and a membership report have been posted to the Member section of the WCC website.

All materials are available in printed copy. Please send requests to Lori Cook at cookl@worcestercc.org.

Sincerely,

David A. Lemoine WCC Secretary

TO:

Worcester Country Club Membership

FROM: Dr. Philip J. Lahey, Jr., Chairman of the Nominating Committee DATE: April 8, 2020 In accordance with the Bylaws of the Worcester Country Club, the following nominations are submitted for Membership action at the May 18, 2020 Annual Meeting of the Club:

For a term of one (1) year: Treasurer

Samuel J. Parisi

Secretary

Christopher C. Quinn

For the Board of Governors for a term of three (3) years: Richard W. Armstrong James J. Capuano Michael S. Kelleher Todd Mills

For the Board of Governors for a term of two (2) years: James A. Ciociolo

Respectfully Submitted by the Nominating Committee: Dr. Philip J. Lahey, Jr., Chairman of the Nominating Committee James J. Capuano Keith C. Crawford David Gow Chris Milton

PROPOSED BYLAW AMENDMENT

April 8, 2020 To the Members of Worcester Country Club: Below is a proposed Bylaw amendment endorsed and unanimously approved by your Board of Governors. The proposed change is highlighted in red. Amendment of the Bylaws requires a two-thirds (2/3) vote of the Voting Active Members in attendance or represented by duly executed Absentee Ballots at the Annual Meeting assuming a Quorum, as defined in the Bylaws, is achieved. _______________________________ Proposed Bylaw Amendment Article VI - MEMBERSHIP Background: The current Bylaw describing application for membership to the Club involves a multimonth process requiring three sponsors, filing two nearly identical applications, membership committee background checking, posting of an application to Club bulletin boards and two separate Board of Governors votes. Historically, applicants may or may not have even known three members from whom to request sponsorship reference letters and ultimately, if accepted, the new members may not have been well known by other Club members.

In April 2019 and continuing indefinitely, the Club adopted a one-year, “temporary” membership program (currently called the “Preview Program”) whereby an abbreviated application process, which includes background checking, was instituted. Near the end of the one-year preview term, preview members may apply for a “non-temporary” membership to the Club. Since preview members will have been using the Club for nearly a year, they are generally well known to other members and the Club’s staff. As a result, the traditional Bylaw process is considered redundant, time-consuming, labor-intensive and of questionable value.

The proposed Bylaw amendment streamlines the application process by making it comparable to the reinstatement of a former member or the admittance of a legacy member. The proposed process continues to require an application, identification of at least three (3) members well-known to the preview member, a Membership Committee background check update, posting of the application for not less than two weeks and a single Board of Governors vote.

A redline copy of the proposed amended Bylaw changes is attached.

ARTICLE VI MEMBERSHIP (See also Section V- “Membership Process and Procedures” in the Table of Contents) Application for Membership in the Club shall be by invitation only, and in accordance with the procedures set forth below.

Section 1. Proposal for Membership Sponsors. To initiate the Membership process, three (3) Active Members and/or Social Members (who shall act as Sponsors for the applicant and not more than one of whom is a present member of the Board of Governors) must complete a written form, the Proposal for Membership, as furnished by the Secretary. This form, filled out by one or more of the sponsoring Members contains pertinent information about an interested person who wishes to submit an application for Membership. The Proposal for Membership must also be accompanied by a separate letter from each of the three Sponsors indicating their personal knowledge of the applicant. One of the Sponsors should assume the role of Lead Sponsor and assure that all of the required paperwork is completed and submitted to the WCC office or WCC Secretary. The required forms or letters may be mailed or submitted electronically. (a) Filing of Requests. The Proposal for Membership and the Sponsor letters shall be returned to the Secretary who, in turn, shall transmit them to the President. The President shall then refer them to the Membership Committee for consideration. (b) Approval/Disapproval of Request for Letter.

(1) If, upon investigation, the Membership Committee shall disapprove the request for the Letter of Invitation, the President will so notify the Secretary who, in turn, will advise the sponsoring Members in writing.

(2) If the Membership Committee shall approve the request, the President, or his designee, will make an appropriate presentation to the Board of Governors at its next meeting, at which time the request for a Letter of Invitation shall be considered and voted upon by specific secret ballot. If one of the Sponsors is a present member of the Board of Governors, that Board member shall recuse him/herself from voting on the applicant. Unless two (2) negative votes are cast against such request, the Secretary shall issue a Letter of Invitation to the prospective applicant, together with an Application for Membership form.

Section 2. Application. (a) Submittal. Upon receipt of the Letter of Invitation and the application form, the applicant shall have thirty (30) days within which to submit the completed Application for Membership to the Secretary. Said application shall contain the applicant's agreement to abide by the Club's Constitution, its Bylaws, and Rules and Regulations. In the event that the application is not returned within said thirty (30) days, the Letter of Invitation shall be deemed automatically cancelled. (b) Posting. Any application, submitted to the Secretary in accordance with the foregoing procedure, shall be posted on the Club bulletin board for a minimum period of two (2) weeks. Worcester Country Club – Members Book June 2019 / Section III - 15

(c) Vote by Board of Governors. At the expiration of the said posting period, the application shall be considered and voted upon by the Board of Governors at its next meeting. If one of the Sponsors is a present member of the Board of Governors, that Board member shall recuse him/herself from voting on the applicant. Unless two (2) negative votes are cast against its acceptance, the application shall be deemed approved. Notice of approval or disapproval of any application shall be given in writing by the Secretary to the Sponsors of the applicant.

Section 3. Membership. Upon payment of such portion of the Initiation Fee and such annual dues as shall then be due, the approved applicant shall become a Member of the Club. If such applicant fails to pay the required sums within thirty (30) days of notice of Membership approval, said approval shall be deemed void unless an extension of time shall be granted by a vote of the Board of Governors.

Section 4. Conversion from Preview Relationship Membership to Active or Social Membership. In 2019 the Club initiated a Preview Relationship Membership whereby a person or family may be admitted to the Club for up to a one-year period based on the terms and conditions of the Prospective Member Preview Relationship Agreement. After nine (9) months, a Preview Relationship Member may apply for Active or Social Membership. Notwithstanding the requirements of Sections 1, 2 and 3 above, the application process shall be as follows: (a) Submittal. No earlier than nine (9) months after the commencement of the Preview Relationship Term, the Preview Relationship Member may apply for Active or Social Membership by submitting a completed Application for Membership – Conversion from Preview Relationship to the Secretary. Said application shall contain the applicant's agreement to abide by the Club's Constitution, its Bylaws, and Rules and Regulations.

With the consent of the President, the Secretary shall refer the application to the Membership Committee for consideration. (b) Approval/Disapproval of Application for Membership – Conversion from Preview Relationship Membership.

(1) If, upon investigation, the Membership Committee shall disapprove the Application for Membership – Conversion from Preview Relationship Membership, the President will so notify the Secretary who, in turn, will advise the applicant in writing.

(2) If the Membership Committee shall approve the request, the President, or his designee, shall post the Application for Membership – Conversion from Preview Relationship Membership, on the Club bulletin boards for a minimum period of two (2) weeks. (c) Vote by Board of Governors. At the expiration of the said posting period, the application shall be considered and voted upon by the Board of Governors at its next meeting.

Unless two (2) negative votes are cast against its acceptance, the application shall be deemed approved. Notice of approval or disapproval of any application shall be given in writing by the Secretary to the applicant. (d) Membership. Upon payment of such portion of the Initiation Fee, if applicable, and such annual dues as shall then be due, the approved applicant shall become a Member of the Club. If such applicant fails to pay the required sums within thirty (30) days of notice of Membership approval, said approval shall be deemed void unless an extension of time shall be granted by a vote of the Board of Governors.

Section 5. Reconsideration for Membership. A vote by the Board of Governors, disapproving either the request of the Sponsors for a Letter of Invitation or the application submitted by the proposed applicant, shall bar said proposed applicant from reconsideration of Membership for a period of one (1) year from the date of such vote.

Section 6. Forms. The forms for the Sponsors' Proposal for Membership, the Letter of Invitation, the Application for Membership and the Application for Membership – Conversion from a Preview Relationship shall be as prescribed by the Membership Committee, and may be changed by said Committee at any time.

Date:

April 8, 2020

To:

Any Voting Member of the Worcester Country Club

From:

David A. Lemoine, Club Secretary

Re:

Absentee Ballot for the Annual Meeting of the Membership – May 18, 2020

Dear Member: By completing the attached Absentee Ballot, you are acknowledging and notifying the Club in writing that you will not be able to attend the Annual Meeting of the Worcester Country Club in person. The meeting will be held at the Clubhouse on May 18, 2020 at 6:00 pm.

An Absentee Ballot is enclosed.

There are two matters subject to Membership vote: I. II.

Election of Treasurer, Secretary and Board of Governors members.

Approval of a Bylaw Amendment.

The Nominating Committee’s recommendations are specified. No other nominations have been timely filed. The Bylaw amendment is unanimously endorsed and approved by the Board.

If it is your wish to have your votes cast at the Annual Meeting as designated on your Absentee Ballot, please take the following action: • • •

Fill out, sign and date the enclosed Absentee Ballot.

Have your signature witnessed (spouse, friend, etc. – notary not required) Return the Ballot to me as Club Secretary via US mail OR Send a copy of the signed ballot via email to secretary@worcestercc.org OR Fax a copy of the signed ballot to 508-852-3357

I remind you that the Ballot must be received by noon on May 18, 2020 in order to be validly recognized.

If you find that you are able to be present and vote in person, the Ballot may be withdrawn by you at any time prior to the meeting.

Sincerely,

David A. Lemoine WCC Club Secretary

ABSENTEE BALLOT ANNUAL MEETING OF THE WORCESTER COUNTRY CLUB May 18, 2020 The undersigned, having the right to vote at, but unable to attend the Annual Meeting of the Worcester Country Club to be held on May 18, 2020, 2 Rice Street, Worcester, Massachusetts 01606, directs David A. Lemoine, Club Secretary, to cast the vote of the undersigned as designated in this Ballot at said Annual Meeting, or any adjournment thereof, as if the undersigned were personally present.

I.

Election of Treasurer, Secretary, and Board of Governors members: In favor

Opposed

Treasurer: Samuel J. Parisi

_______

_______

Secretary: Christopher C. Quinn

_______

_______

Richard W. Armstrong

_______

_______

James J. Capuano

_______

_______

Michael S. Kelleher

_______

_______

Todd Mills

_______

_______

_______

_______

_______

_______

For a term of one year:

For the Board of Governors for a term of three years:

For the Board of Governors for a term of two years: James A. Ciociolo

II.

Proposed Bylaw Amendment: 1. Amend Membership Application process

Date:

_______________

By:

_________________________________ Signature of Voting Active Member

____________________________ Printed Name of Member

Witnessed by:

_________________________________ Signature of Witness

____________________________ Printed Name of Witness

April 8, 2020

Fellow Members, I wrote the following words before Covid-19 changed our lives overnight. Because of the time delay occasioned by printing and mailing, this letter may arrive in a world of even more pain and chaos than as of the date of this preamble. I pray not. I pray that on its receipt, we see the light at the end of the tunnel and the optimism of these words has new meaning.

We just finished a busy and exciting year.

Chef Craig Cobb joined us in the late spring of 2019 and has transformed our dining experience.

His training and motivation have professionalized the kitchen staff and he has overseen a major upgrade to our cooking facilities.

Brian Pontius was hired as Controller in the summer of 2019. We have reorganized the Club’s Administration to promote a more efficient and seamless workflow, and he has brought a positive cohesion to those efforts.

We formed a Technology Committee which directed a long overdue investment and significant upgrade to our computer systems. This will permit us to improve operations, Member communications and the website. These changes will also facilitate the adoption of mobile applications to enhance the Member experience going forward. In addition, Wi-Fi capabilities are now available at the Halfway house. You will be able to place your order while standing on the 9th tee and while approaching 15 green. Eventually the Wi-Fi will permit us to streamline the order entry system by transmitting data directly to the Club’s accounting system in lieu of hand tabulating paper receipts.

In September 2019, we attended the Solheim Cup in Gleneagles, Scotland. This world class, international event was truly exciting, and we were especially captivated by local golfer, Brittany Altomare, who distinguished herself amongst a field of premiere players. We met with the Solheim/LPGA delegation and reinforced our interest in hosting the event in 2025. We continue to aggressively pursue this goal and when we have more specific information, we will make a presentation to the Membership.

During the fall of 2019, Gil Hanse and his team visited the golf course and outlined 12 new forward tees in accordance with the Member-ratified Hanse Plan. Adam Moore and his staff built the tees and the finishing touches will be completed this spring. These tees will bring much enjoyment to our current and future golfers, young and old, male and female.

In January 2020, we welcomed our new General Manager, Troy Sprister, who has used these initial few months to learn the Club’s operations and identify opportunities for improvement. He brings fresh energy, a host of new ideas and is looking forward to his inaugural season.

President’s Letter April 8, 2020 Page 2

We finished the first year of our Membership Preview Program. As of the end of the 2020 fiscal year we have 48 new members. This is the largest increase in 20 years and resignations were down to 19, the lowest in 7 years.

I am very fortunate to be working with a supportive, hardworking and dedicated Board of Governors. Each Member seeks to put the interest of the whole Membership ahead of their own.

I want to thank the outgoing Members Tom Brady, Pete Palmer, Jim Dalton and Rich Leahy, for their many hours of dedicated work.

I also want to thank two Members who came on board this year for the first time and did outstanding jobs: Sam Parisi, as Treasurer, and Steve Reed, as Club Counsel.

Last but not least, I want to give a huge thank you to Dave Lemoine, the outgoing Secretary, who has devoted many years and endless hours for the benefit of this Club, which he so loves.

His goal has been to sustain its traditional values and to build a club for the future that will endure and of which we can be proud.

Rome wasn’t built in a day and even after a hundred years we continue to build this Club, brick by brick, so that it will survive in these challenging times for private clubs and be relevant to a new generation of members. I am reminded of the expression that it takes a village. Well, it takes the combined effort of the Club’s management, the Committees and their Chairs, the Board of Governors, and a committed Membership to make Worcester Country Club “A place to belong”.

Thank you for your confidence in allowing me to be your President.

Karin

April 8, 2020 Dear Fellow Member, Posted to the Member’s Section of the Club’s website is a copy of the Club’s audited financial statements for the years ended February 29, 2020 and February 28, 2019. The auditors have rendered an unqualified opinion with respect to the financial position of the Club and the changes in its net assets and its cash flows for each of the periods presented in the financial statements in accordance with accounting principles generally accepted in the United States.

I will refer you to the Finance Committee’s Annual Report for a summary of FY 2020’s financial performance.

I would like to point out a change to the presentation in our statement of activities, which can be found on page 4 of the accompanying audited financial statements. We have inserted a new subtotal, operating income before depreciation prior to the presentation of operating loss. By moving the financial statement line item depreciation expense underneath operating income before depreciation, we are able to more readily report on our transactions that require cash settlement. Depreciation expense is a “noncash” expense, as the Club expended funds upon the original purchase of the capital asset that is later depreciated through the statement of activities.

In addition to the financial statements, the following information is enclosed: •

•

FY 2021 Annual Operating Budget – a comparative statement of revenues and expenses recommended by the Finance Committee and approved by the Board of Governors for FY 2021 and actual results from FY 2020.

FY 2021 Capital Budget Funded from Capital Reserves. As mentioned in the Finance Committee’s Annual Report, in FY 2021, the Club will utilize the Capital Reserve Fund for all capital expenditures and will not use operating cash for capital purposes. The Board of Governors has approved an initial Capital Budget of 50% of the expected FY 2021 capital assessment fees.

I would like to thank Brian Pontius, our controller. For those who don’t know Brian, he was hired as our controller in July of 2019 and his knowledge and experience is helping the back office become a more modern and efficient operation. These upgrades will allow for information to get into the hands of our General Manager, department heads and Finance committee in a more timely basis. I would also like to thank Allen Krause, our former Treasurer, Rich Leahy and all of the members of the Finance Committee for their help during my transition to the role of Treasurer and for the work they all put in throughout this past fiscal year.

Respectfully submitted,

Sam Parisi Treasurer

Grand Total

Date prepared:4/3/2020

Amounts in green carried forward from 2020 budget per board vote Actual FY 2021 capital spending budget

Total Other

Other IT Training and implementation costs Pool tile and lights repair Handicap ramp and rails Board designated

Total Golf Course

Golf Course Forward tees

Items

Replace Computers & Server

Total Grounds Equipment

Grounds Equipment

Total Facilities

IT Project

Priority Facilities

1

Qtr.

(108,500.00) 194,000.00

(68,073.91) 796.88

68,870.79

796.88

194,000.00 302,500.00

796.88

31,429.54

31,429.54

-

36,644.37

36,644.37

Actual Costs To Date

18,000.00 20,000.00 20,000.00 136,000.00

43,500.00

43,500.00

-

65,000.00

65,000.00

BOG Approved Budget Transfers To/(From) Amount

WCC - 2021 Capital Budget - Capital Reserve Fund Mar-20

(40,426.09) 193,203.12

233,629.21

193,203.12

17,203.12 20,000.00 20,000.00 136,000.00

12,070.46

12,070.46

-

28,355.63

28,355.63

Costs Left to Complete

(108,500.00) 194,000.00

302,500.00

194,000.00 -

-

-

43,500.00

18,000.00 20,000.00 20,000.00 136,000.00 -

-

-

-

-

Variance from BOG Approved Budget

43,500.00

-

-

65,000.00

65,000.00 -

Total Cost

Cost

4/3/2020

Worcester Country Club Fiscal 2021 Annual Operating Budget And Comparative 2020 Actual Results 2021 Budget Operating Revenues Dues Restaurant Beverage Halfway house, pool and tennis Greens fees Cart fees Locker room, bag room and golf Interest and other income Total operating revenues

$

Operating Expenses Restaurant Beverage Halfway house, pool and tennis Grounds Locker room, golf and carts Clubhouse and activities General and administrative Interest expense Depreciation Total operating expenses Excess of operating expenses over operating revenues Other Income Initiation fees, net Monthly capital assessments Interest income, capital reserve fund Total other income Net income

$

3,003,749 1,395,812 597,000 205,613 392,771 275,163 375,196 21,000 6,266,304

2020 Actual

$

2,869,473 1,311,281 577,945 193,908 377,582 252,733 333,837 17,739 5,934,498

1,525,754 277,890 230,077 1,346,485 789,023 620,448 984,792 33,850 725,000 6,533,319 (267,015)

1,466,517 302,005 229,539 1,290,125 754,550 557,409 1,055,233 31,692 718,834 6,405,904 (471,406)

40,000 387,900 5,000 432,900

95,400 374,775 4,287 474,462

165,885

$

3,056

Worcester Country Club

2020 Annual Meeting

MONDAY, MAY 18, 2020 at 6:00 PM Buffet Dinner Iceberg Wedge Salad Bar-Cream of Mushroom Soup Herb Roasted PotatoesR-oasted Brussel Sprouts, Squash, Cranberries & Toasted Almonds Rigatoni Pasta & Broccolini Con Vodka - Grilled Faroe Island Salmon Carved Coffee Crusted Tomahawk Rib Eye Steaks with Horseradish Cream- French & Italian Mini Pastries

All Members, including spouse and significant others are welcome to attend.

I___ We___ will attend the meeting and stay for dinner.

I___ We___ will attend the meeting only.

I___ will not attend the meeting, and I am unable to attend dinner.

MEMBER NAME_______________________ MEMBER# ______________________