This is a quick artcle from notes by Mark to cover the important points of the meetings. We hope that the official minutes of the 2 meeting will be available for viewing shortly.
Introduction by The Commodore
Nigel Dennis the retiring Commodore Introduced the members to the proposed order of the meetings and was pleased to note that the turnout was more than sufficient, this time, to be quorate.
On arrival the full members had been given two different coloured tickets and Nigel explained how the members were to use these tickets to vote. He further explained that full members can vote but social members can’t and that at this point in time Proxy Votes were not allowed under the constitution.
Handing over the microphone to Sue James he thanked Sue for her work in getting to this point and asked her to explain why the change to an incorporated status of Community Interest Company is being proposed.
Explanation of why CIC and CASC by Sue James
With her excellent slides up on the big screen she explained the main reasons for the change. The RYA had been helpful in support of this change with a concern that should a major incident occur on an event hosted by HSC that substantial claims might be made against the club, and thus the individual members and this needs limiting.
The Community Interest Company is the closest fit to our values and principles with no opportunity for directors to sell off the assets without a unanimous decision of the members who therefore retain control. The CIC and CASC formation comes with favourable access to grants.
But does have some come additional paperwork although this is not beyond our capabilities as a fairly large organisation.
The existing constitution will get replaced by the new Articles of Association and the Bye Laws which will be deposited with Companies House. The current constitution is out of date whereas the boiler plate from RYA is more current and allows us to discuss in the AGM our proposed changes.
The following key points are:
- Liability to £10 per member
- Objectives stay the same
- Power of club managed by the members
- Number of directors - Not specified
- Flag officers - Not given specific roles but become directors who hold a minimum of 10 meetings per year with a quorum of 5 all clubs committees will include 1 director.
- Club membership must be open to anyone; a selection process is still valid
- Membership fees must not be too high for normal humans.
- Quorum to go down to 40.
- Comms can be electronic and Proxy.
Open Discussion and voting
There were no comments and the proposal was adopted unanimously.
The Articles of Association were also adopted unanimous
End of EGM
Nigel thanked the members for their attendance and their support for the proposals and handed over to the New Commodore Kim Argyle
Kim Welcomed all the members to the AGM and thanked Nigel for his efforts in pulling the Club back together.
As there was no requirement for a vote for individual directors due to the list only containing 9. All the proposed Directors were adopted.
Kim asked for volunteers for roles in a working committee for sharing work to setup the company.
Review of the Bye Laws
Full - [voting] and Associate - [non voting]
It was confirmed that there was no longer a need trustees.
Bye laws accepted unanimously
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To Incorporate or not; an interview with Sue James our Rear Commodore.
On Thursday 16th I had the opportunity to ask Sue James for her views on the upcoming EGM and the background to the issues which we, the membership, will have to vote on. In her position as a flag officer and on the Management Committee she was concerned that she did not have sufficient technical knowledge in this area and therefore spent a lot of effort researching the issues of why and how the change of structure of our club.
Following on from the conversation started by Ken Naylor on the Holyhead Sailors facebook group I felt that the answers she gave to my questions would be very useful to the membership to help them to make their decisions on the future structure and viability of our club.
Sue, the first question has to be why do you think the club should go down this road of becoming a limited company?
That is really very simple –
it is to limit liability. With the cost of claims reaching frightening amounts, this seems to be a sensible precaution to make. I had a conversation with the RYA’s Head of External Affairs who told me how close the RYA had come to going under following a claim arising out of an accident to a young person in a powerboat event. In the end, their insurance covered the claim, but it was by no means a foregone conclusion. Our current public liability insurance is £3m, and next year we will raise that amount, but we already spend an astronomical amount on our insurances, and it is not possible to be sure we have enough coverage for all eventualities. Given how much money we actually already pay in insurance, it seems logical to take this step to limit our liability as well.
OK, but what are the downsides to this – I’ve been hearing that the Management Committee will have to be much more accurate in its accounting and procedures? And also that there will be much more paperwork.
Well I am certainly of the view that we should be accurate anyway. We are handling affairs on behalf of the members – and while there is always room to up our game – I don’t think that the members would be happy if we took the view we should stay unincorporated just so that we could make mistakes! As to paperwork – yes there is some additional documentation, mostly related to our becoming a Community Interest Company. We will have to produce a report which outlines why we are eligible for this.
Community Interest Company – what’s that?
It is a type of Incorporated Body or Limited Company. There is more than one way in which we can become incorporated, and it seems to me that this best reflects what Holyhead Sailing Club stands for. A CIC structure is easy to set up, and often used by companies that are ‘not for profit’ which is HSC. The most important benefits that I see, are that in a CIC, our assets will be ‘locked’ and that means that at no point could the Directors decide to sell off our assets and distribute the profits. All of it has to be ploughed back into the company.
We also include clauses in our documentation that ensure the members retain control over the key important decisions.
Thirdly, this type of company has a structure that best enables it to apply for grants which are targeted at organisations which have a community purpose.
The documents sent out refer to a CASC – Community Amateur Sports Club – where does that fit in?
This is a step we should take once we are incorporated. As far as I understand it, once we become a company we will lose some tax advantages that we have as a members‘ club. I’m thinking in particular of our Corporation Tax liability. If we register as a CASC we will be able to claim some exemptions in relation to this. But yes, it sounds as if the reporting regime again is a bit onerous.
Has the Committee taken any advice from anyone about all this?
Yes, we have had some input from Business Wales, and we have also had support from the RYA, who in the light of their experiences, have produced a set of model documents plus a lot of written guidance material. It is important however for members to understand that the committee has not had any formal legal advice. This is due to having to pay for this.
What would be the next step if the members vote to go ahead?
Well, the actual ‘formation’ of the company and the submission of documents etc, would be handled on our behalf by our accountant.
So how do you see the EGM playing out?
It is important to remember that this whole huge piece of work (and considerable change) all started at an AGM when the members raised an issue that the management committee should first off look into becoming a limited company, and then last year asked the committee to progress this.
Following the unsuccessful EGM last May, it is vitally important that we have 50 members in attendance, because if we don’t we will not have a quorum and then absolutely nothing happens.
The EGM is exactly what it says on the tin – an opportunity for the members of the club to discuss, decide and vote on whether to carry on this trail, or stay as we are. However, our current Trustees are not willing to continue, and therefore we would need some other members to agree to become the club’s trustees if we vote to stay as we are.
And what is your personal view?
Oh I think it would be better to incorporate. It’s admittedly not a very exciting thing to be involved in, but I think that once we did it, things would settle down and we would be able to get back to concentrating on sailing and making interesting things happen around that.
I expressed thanks to Sue on behalf of the membership for her time in making these explanations, which I have to stress are her opinions and not necessarily the views of the Management Committee.
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An opportunity to visit Holyhead Coastguard Operations Centre
Following on from Dave Corcoran's talk, 2 visits have been booked for anyone interested in seeing things from the inside.
Both are on Thursdays at 2pm - either 30th Nov or 7th Dec. Limited to 10 people on each visit.
Please let the office know if you want to go. Tel: 01407 762526
From Kay Lauden
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Thanks to Brett Barker, now confirmed as the Club Bosun, for the splicing party held November 11th. Well doen those who tured up to help out with making new strops for next year's moorings. I got very confused which tail to use next!
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As members of the club you will by now have received the notice of the EGM and the AGM to be held on November 25th starting at 12:30. The papers for the EGM and AGM will be published on the Club Website, once I have checked on a few items for clarity.
Update: Comment from the Commodore
Following a discussion I had with Nigel Dennis the Commodeore I have had this response:
"....As we are so close to the date when all the information re the EGM and AGM are to be sent out, we think its best for all the members to receive the official club documentation first. Hopefully many questions will be answered when people have the full facts to read."
The lack of detail being published about the EGM Proposals is causing concern amongst the membership. Back in August in an email from Holyhead Sailing Club members were told:
“... immediately prior to the AGM, we will be having an EGM to vote on whether to change the structure of the club from an unincorporated Members’ Club, to a Community Interest Company, limited by guarantee.”
To date there has been no publication of any further details and there are now some important questions being asked about this proposal to change the structure at an EGM in November. Prompted by a very timely question from Ken Naylor and responses from Craig Hughes on the Holyhead Sailor’s Facebook group page, I thought it would be appropriate to publicise this on the Club Website to help members understand the issues involved in the proposed changes to the Club's structure. The feedback so far is developing into a considerable discussion document which is available on this LINK.
One of the member's comments provided a link to the RYA "Legal Structure of your club". This is a very comprehensive document and worth reading in full.
The views and opinions expressed here are solely those of the original author and other members of the club who have contributed. Content on this website does not necessarily represent the views of the management committee.
Written by Mark Rosenthal 2017-10-21
“I think it is high time this motion was explained in detail by the management committee so that the negative aspect can be discussed in detail with the club members”. Anon
"I feel the positives of becoming incorporated far outweigh the negatives, which are few. The ageing clubhouse is one such liability that concerns me. If a yacht is damaged through negligence of the club, or a staff member suffers a workplace injury and sues then currently we are very exposed. Becoming incorporated is a no brainer." Jonathan Fox
"Please can we have a list of the people standing as candidates for Directors" Anon
"What form of Limited Company is being considered?" Anon
You can make comments or raise questions using the form below. The form is also available at this link. You can use the form as many times as you want to record your feedback and if you prefer not to be named, you may leave your feedback anonymously.
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