EGM @ 6pm 13th March 2016 to agree Incorporation of Club
The EGM on 13th March will consider a resolution to dissolve the Club as it is currently set up and hand the Club assets over to the Brondesbury Sports Club, a company limited by guarantee, with effect from 31st March 2016.
This was agreed in principle at the AGM in November 2015, and now the detailed resolution needs to be passed for the Incorporation to go ahead.
All the existing Full members of the Club (except those Junior members who are between the ages of 16 and 18 years of age) will become Voting Members of the Company. It is the Voting Members who are company members of the Company in the legal sense. If you are currently a Full member of the Club and you do not want to become a Voting Member of the Company you must inform the Club in writing before 31st March 2016; Social members and Life members do not become Voting members.
The liability of each of the Voting Members is to be limited to £1 in the event that the Company is wound up and has insufficient assets to pay its debts.
The formal statement and agenda are given below.
Notice of SPECIAL General Meeting
Notice is hereby given that a Special General Meeting (Meeting) of The Brondesbury
Cricket, Tennis & Squash Club (the Club) will be held at The Brondesbury Clubhouse at
5A Harman Drive, London, NW2 2EB on Sunday 13th March 2016 at 6pm.
AGENDA
1 Apologies for Absence
2 Consideration of Minutes of the AGM held on 22nd November 2015
3 Consideration of and, if thought fit, passing the attached resolution, pursuant to Rule 23B of the Club's constitution, to:-
(a) transfer the assets and undertaking of the Club to Brondesbury Sports Club, a company limited by guarantee (the Transfer); and
(b) dissolve the Club on completion of the Transfer.
(Copies of the Memorandum and Articles of Association of Brondesbury Sports Club, and the Regulations which accompany them, are available on request from the Honorary Secretary.)
Dated 13th February 2016
By order of the General Committee
RESOLUTION OF THE CLUB
It is resolved that:-
1. pursuant to rule 23B of the Club's constitution, subject to obtaining the necessary tax clearances, the General Committee of the Club be authorised to transfer[i] all of the Club's assets (subject to its liabilities) to Brondesbury Sports Club[ii], a company limited by guarantee, with effect from 31st March 2016[iii];
and
2. on completion of the transfer of assets to Brondesbury Sports Club, the Club will thereupon dissolve.
[i] The transfer is effected by an Asset Transfer Agreement which includes an obligation on Brondesbury Sports Club to discharge all of the Club's liabilities that exist at the date of transfer and an indemnity in favour of the members of the Club in relation to these liabilities.
[ii] The Memorandum and Articles of Association (M&A) of Brondesbury Sports Club (the Company) provide for:-
- all the existing Full members of the Club (except those Junior members who are between the ages of 16 and 18 years of age) to become Voting Members of the Company at 31st March 2016. It is the Voting Members who are company members of the Company in the legal sense. If you are currently a Full member of the Club and you do not want to become a Voting Member of the Company you must inform the Club in writing before 31st March 2016;
- all the other existing members of the Club to become Non-Voting Members of the Company at 31st March 2016; and
- the liability of each of the Voting Members to be limited to £1 in the event that the Company is wound up and has insufficient assets to pay its debts (Article 17.2).
[iii] The M&A of the Company, and the Regulations which accompany them (the Regulations), mirror in all material respects the Club's Constitution, except that:-
a. the M&A and the Regulations contain some provisions which differ from the Club's constitution but which are consistent either with company status or status as a community amateur sports club (CASC) and which are therefore appropriate to include. For example:-
i) Article 12 provides detail regarding the adjournment of a general meeting;
ii) Article 15 gives the Voting Members the right to appoint a proxy to act on their behalf at a general meeting;
iii) Article 17 states that the liability of the Members of the Company is limited;
iv) Articles 18 – 22 refer to the Board (of Directors) who are responsible for overseeing the management of the company;
v) Article 32 details the rules around the service of notices;
vi) Junior Members are defined (in clause 2(a)(ii) of the Regulations) as playing members under the age of 18 years, which is a departure from clause 3(b) of the Club's constitution which provides for junior members to be under the age of 16. The reason for this change is that, in order to become a company member in the legal sense under the Companies Act 2006 (ie. a Voting Member), an individual must effectively consent to enter into a contract with the other Voting Members. This sort of contractual consent cannot be given by somebody until they reach 18 years. Article 7.3.5 therefore requires that Voting Members must be aged 18 years or older; and
vii) Articles 7.4 and 7.7.5 allow an individual to appeal to the membership of the Company in the event that the Board refuses his / her application for membership or removes him / her from membership. This reflects the CASC rules.
b. Article 18.2 of the M&A provides that the Voting Members shall only be able to elect the Honorary Officers (ie. the President, Honorary Secretary and Honorary Treasurer) and up to three Sectional Directors to the Board of the company. This is a departure from Clause 8(1) of the Constitution, which includes a Bar Chairman amongst the Honorary Officers, and Clause 9(b), which gives the members of the Club the ability to elect an additional three individuals to the General Committee from amongst their number.
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