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“New” Anselmians ?. Special General Meeting of Members Friday 20 November 2009. TO DO THIS WE NEED TO CHANGE. The Proposal : To incorporate as a Company Limited by Guarantee (the “Company) To adopt the proposed constitution as drafted

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“New” Anselmians ?

Special General Meeting of Members

Friday 20 November 2009

The Proposal:
  • To incorporate as a Company Limited by Guarantee (the “Company)
  • To adopt the proposed constitution as drafted
  • To approve the transfer of the Assets & Liabilities of the Club to the Company
  • To apply for registration as a “Community Amateur Sports Club (CASC)
  • Appointment of interim Directors
Why Incorporate? – Limit Risk
  • To obtain for the Members the benefit of limited liability.
  • Members are currently personally liable for any borrowings or other liabilities that the club may have.
  • A Rugby Club is a risky business
  • As we develop our activities we are increasing the exposure of our officers and members
  • In an increasingly litigious age legal actions will involve the club itself rather than its Trustees, Officers or Members.
Why Incorporate? - advantages
  • All the property of the club would become directly owned by the club rather than through the trustees as at present which removes the need to appoint or change trustees
  • Incorporation will enable the club to give a floating charge over its assets or to create debentures so as to secure any borrowings. This will make it easier to raise finance when it is needed by the club
  • Funders will not lend to a bunch of guys who run a rugby club
  • Corporate structure with improved operating disciplines
Why Incorporate? - opportunities
  • RFU Support – Accreditation
  • RFU Support – Facilities Loans
  • Local Government Support – CASC status
  • Local Government Support – Grant aid
  • Community Support
Why Limited by Guarantee?
  • The appropriate form of incorporation primarily for non-profit organisations
  • A guarantee company does not have a share capital
  • Members are guarantors instead of shareholders
  • The guarantors give an undertaking to contribute a nominal amount towards the winding up of the company in the event of a shortfall upon cessation of business. In our case £1 per member
  • It cannot distribute its profits to its members
  • It is eligible to apply for charitable status if necessary
  • It is eligible for CASC status
Why Change the Constitution?
  • To incorporate, the Company must have its Memorandum and Articles of Association registered at Companies House
  • These need to be in the appropriate format and correctly describe the structure and objects of the Company in order to comply with the Companies Acts
  • The terms of the Memorandum and Articles must be acceptable to the RFU to secure their support
  • They must comply with the requirements of our prospective CASC status
What changes?
  • The Club is its own legal entity, not the individual members
  • The assets of the club cannot be distributed to the members on dissolution
  • Instead they will be transferred to an appropriate not-for-profit rugby organisation or charity
What changes?
  • A Board of Directors will be responsible for the supervision of management and security of the Club
  • The Board must have a minimum of 4 (max 8)
  • The First Board would be :
    • President
    • Chairman
    • Secretary
    • Treasurer
    • Plus up to 4 others if co-opted by the Board
    • All will retire immediately prior to the 2010 AGM but may offer themselves for re-election
  • The daily management of the club may remain with a management / general committee and its sub-committees in accordance with the club’s rules and regulations
Club Rules
  • Will remain the same but may be reviewed from time to time by the Directors for approval, where appropriate, by the membership at General Meeting
  • These are currently framed within the existing constitution
  • They include:
    • Membership categories and rights
    • Membership fees and subscriptions
    • Discipline and expulsion
    • Licensing rules
    • Codes of conduct
Why Apply for CASC Status
  • Significant financial benefits
  • Finance Act 2002 introduced tax reliefs for CASCs
  • Mandatory Rates relief
  • Cannot register if we pay players
  • Protection from Capital Gains Tax
  • Gift aid on sponsorship or donations
Criteria for CASC Status
  • Membership open to whole community
  • All facilities available without discrimination
  • Constitution must provide that profits cannot be distributed, i.e., all go back into club
  • Improved facilities for and encouragement of approved sports
  • Appropriate dissolution clause in constitution
  • Protection from Capital Gains Tax
  • Gift aid on sponsorship or donations
  • Once a CASC, always a CASC!

“New” Anselmians ?