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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EU45 Anti Foul Member's Offer 2017
Following the success of the Member’s Anti-foul Offer from last year where we got to the maximum discount rate we are hoping to reach the same heights with this year’s offer. As you will see from the table in Stuart’s email, attached below, we need to get an order of 40+ tins to reach this 34.41% price reduction. For more information go to EU45 website
The feedback I have had from members is mostly very positive, with a single complaint from Phil on Just Enough that after his several attempts to make his J92 go quicker, to match the performance expected of his handicap, he has worn through the 3 coats he put on. Way too much scrubbing Phil!
I seem to recall that the launches were painted with a mixture of old antifoul and EU45 which may explain why that was not so successful.
Quote: “Meridian out yesterday for the winter and EU45 antifoul seems to have worked well. Just a bit of slime and spotless after a quick wash.”
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Race 2 Sunday 12th November
Race 1 Sunday 5th November
Next week we are hoping to see more yachts out including Flying Dragon and Lily.
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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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The latest Offer from Seahorse Rating Limited
Remember to compete in our or any IRC class races in 2018 you will need a 2018 Certificate...
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