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 ?

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