INCORPORATION
EMSWORTH SLIPPER SAILING CLUB (THE "CLUB")
NOTICE OF EXTRAORDINARY
GENERAL MEETING
The General Committee of the Club ("Committee") hereby gives notice to members convening an Extraordinary General Meeting of the Club to be held at the Club on 24 October 2024 at 7:30 pm to transact the following business:
PROPOSED RESOLUTION
To consider and if thought fit pass the following resolution in accordance with Rule 73(a) of the Club Rules and By-Laws, February 2024:
"That the assets of the Club be transferred and distributed by way of a scheme of reconstruction to Emsworth Slipper Sailing Club Limited, company number 15585802 ('ESSC Ltd') a company limited by guarantee with similar objects to those of the Club, and then the Club be dissolved, and accordingly that the Committee acting on its behalf, and Trustees, (as appropriate) be authorised to:
a. adopt, with members of the Committee as its first members and directors, the articles of association for ESSC Ltd, in the form produced to the meeting;
b. subject to being satisfied that there would be no charge to tax, effect the transfer and distribution of the assets of the Club to ESSC Ltd, upon the terms of the transfer agreement produced to the meeting and make arrangements to admit as members of ESSC Ltd the members of the Club;
c. make such amendments to the documents referred to under a) and b) above (including any amendment to the intended effective date of the transfer) and take such further actions as may be necessary to give full effect to this resolution.
Notes
- Please note that in accordance with Rule 73(a) the Resolution will be passed if supported by two thirds or more of those Full Members present and voting at the General Meeting.
- Voting is by a show of hands pursuant to Rule 70.
- The quorum for a General Meeting is 30 members who are eligible to vote and are personally present in person in accordance with Rule 68.
- In accordance with Rule 69, only a Full Member (being an Adult Member, Adult Life Member, Adult Family Member or Adult Overseas Member in accordance with Rule 11.16) are entitled to vote at the General Meeting. For the avoidance of doubt, this does not include Probationary Members.
Date of Notice: 1st October PROPOSED BY THE COMMITTEE
BACKGROUND
The proposed resolution was agreed at a meeting of the General Committee on 30th September 2024. The GC also agreed to recommend the draft Articles of Association, the draft Rules and the draft By-laws. To remind you, the purpose of Incorporation is first and foremost to protect the legacy of the club and to limit the liability of our Trustees and you, the members. The documents have been produced with the support of Lester Aldridge, a firm of solicitors who specialise in this type of work for clubs and charities. We have presented them to members at two consultation events and revised them following input from members and from GC.
If you have not already engaged with the documents, it is recommended that you read them in the following order:
Frequently Asked Questions - Provide the context, overview, summary of the approach and the timetable. They also deal with some of the more thorny issues.
https://www.emsworthslippersc.org.uk/member-page/draft-faqs-and-overview-for-incorporation
Articles of Association - This is the legal document that has to comply with the Companies Act 2006 and is lodged with Companies House. Needless to say it does include quite a bit of legal language but is the principle source of protection for the club, its members and its objectives. It also covers the formal operations and management of the club.
https://www.emsworthslippersc.org.uk/member-page/draft-articles-of-association-v
Rules and By-Laws - These documents cover the remainder of the original operational Rules and By-Laws that are not required to be in the Articles of Association. As far as possible, we have maintained the spirit and ethos of these original documents. We have also included a few changes to take account of practice that is not currently documented. An example is the inclusion of some basic financial control re decision making.
https://www.emsworthslippersc.org.uk/member-page/draft-rules-for-incorporation
https://www.emsworthslippersc.org.uk/member-page/draft-by-laws-for-incorporation
Further Notes
When we consider and vote on the future of the club and the potential Incorporation, we will also be voting to accept these documents as the basis for Incorporation. Please do take time to read and digest the contents.This explanation is intended to assist as a guide and does not form part of the proposed resolution and should not be relied upon. If you have additional queries on the proposal you are requested to raise these with the Commodore by 15th October.
A new, technical Club rule (73A) was adopted in February 2024 that allowed for a decision to be taken by Club Members on changing the Club's structure. The proposal followed legal and tax advice received by the Club and gives members the opportunity to decide whether the Club becomes a company limited by guarantee.
If members agree that the Club 'incorporates' as a limited liability entity, the unincorporated Club would be dissolved and its assets and undertakings would be transferred to the new company, as proposed above.
The company would be governed by Articles of Association, which will be the equivalent of the current Club's Rules. The new company will also have Rules and By-laws alongside the Articles of Association, but the Articles of Association themselves would constitute the new company's governing document.
The motion above is to approve the incorporation proposal and the form of draft Articles of Association and Rules for the new company, as well as the document that would transfer the Club's assets to it. The proposal was approved by the Committee at an extraordinary meeting on 29/09/24 at which meeting it also agreed to recommend the draft Articles of Association, the draft Rules and the draft By-laws.
The vote on this motion is by you as members of the current (unincorporated) Club. The new company will record the adoption of the Articles of Association and Rules as part of a separate process, but your vote will provide a mandate for the Committee to do this. In due course you would be invited to become a member of the company.
Example wording to be included in the SCM Annual Renewal of Membership
I wish to apply to become a member of Emsworth Slipper Sailing Club Limited, which is a private company limited by guarantee.
I agree to be bound by the provisions of the company's articles of association rules and by-laws.
I agree to guarantee the debts of the company up to a maximum amount of £1.00 if the company is wound up while I am a member, and for a period of up to 12 months after my membership ends.
I also agree to pay any membership fee levied in accordance with the Rules and By Laws of the Club. I understand that my membership is not transferable and that I can withdraw it at any time by giving at least seven days' written notice to the Club.
I authorise you to enter my name in the Club's register of members. I understand that the register may be viewed by other members in accordance with the Club's privacy policy"
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Last updated 21:24 on 19 February 2025