Anselmians RUFC““New” Anselmians ?New” Anselmians ?
Special General Special General Meeting of MembersMeeting of Members
Friday 20 November 2009Friday 20 November 2009
Anselmians RUFC
TO DO TO DO THISTHIS WE NEED TO CHANGE WE NEED TO CHANGE
Anselmians RUFC
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
Anselmians RUFC
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.
Anselmians RUFC
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
Anselmians RUFC
Why Incorporate? - opportunities RFU Support – Accreditation RFU Support – Facilities Loans Local Government Support – CASC status Local Government Support – Grant aid Community Support
Anselmians RUFC
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
Anselmians RUFC
A Constitution For Our Time
Anselmians RUFC
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
Anselmians RUFC
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
Anselmians RUFC
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
Anselmians RUFC
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
Anselmians RUFC
Community Amateur Sports ClubCommunity Amateur Sports Club
Anselmians RUFC
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
Anselmians RUFC
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!
Anselmians RUFC““New” Anselmians ?New” Anselmians ?
VOTE TO VOTE TO SECURE OUR SECURE OUR
FUTUREFUTURE
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