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“New” Anselmians ?

“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 ?

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  1. “New” Anselmians ? Special General Meeting of Members Friday 20 November 2009

  2. TO DO THIS WE NEED TO CHANGE

  3. 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

  4. 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.

  5. 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

  6. Why Incorporate? - opportunities • RFU Support – Accreditation • RFU Support – Facilities Loans • Local Government Support – CASC status • Local Government Support – Grant aid • Community Support

  7. 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

  8. A Constitution For Our Time

  9. 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

  10. 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

  11. 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

  12. 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

  13. Community Amateur Sports Club

  14. 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

  15. 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!

  16. “New” Anselmians ? VOTE TO SECURE OUR FUTURE

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