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CONSTITUTIONAL
201. Limited LiabilityMany sports clubs are non profit making members
clubs, ruled by a constitution, but having no legal existence and being unable
to enter into contracts unless in the name of its officers or trustees ie they
are unincorporated associations. Recent events in the world of Rugby have highlighted the main
weakness of unincorporated associations which is –Personal Liability. The
insolvencies of certain high profile rugby clubs have shown that officials may
(as a last resort) be sued for club debts and theoretically all members may be
liable. In one case creditors
took individual members to court and they were means tested as to their ability
to pay. With the commercialisation
of the game of rugby, financial inducements have grown, contract of sponsorship
have been made, players contracts are being drawn up and it may be time to
reconsider whether the unincorporated members sports club is the most
appropriate organisation to manage the current game.
There are a number of alternatives to an
unincorporated body and the main attraction is the reduction in personal
liability of members by enabling a club to exist as a separate entity and enter
into contracts in its on right. The following are the main alternatives:-
1. Limited
Companies
The
great majority of businesses are run thought limited companies and there are two
types.
a)
Limited by Guarantee
Members
of the company do not hold shares but guarantee, in the event of a winding up,
to contribute a
sum of money, normally £1.
Such companies are non profit making and the rules and regulations of the
company allow one member one vote in
general meetings. In the event of a
winding up, surplus funds
must be transferred to similar charitable
organisations and no funds are distributed to the members.
b)
Limited by Shares
Members
of the company hold shares and can receive dividends on those shares.
The shares can be
transferred to other members. The principal
aim of companies limited by shares is to make a profit and
they are taxed accordingly. The rules and
regulations of the company give the shareholders voting rights in
relation to the number of shares they hold.
Shareholders with more than 50% of the shares therefore
control the company.
2. Industrial
and Provident Societies
Most
Working Men’s Clubs are registered under the Industrial and Provident
Societies Acts. The Industrial and
Provident Societies Acts were
drafted originally to govern co-operative
societies whose business was intended to be conducted for the good of the
community and were non
profit making. Members
purchase one share and in general meetings the rules allow one member one vote.
In the event of a winding up, the
funds are distributed amongst the
members.
In
companies limited by shares, the company is run by directors, but guarantee
companies and Industrial and Provident Societies are run by
an elected
Committee.
Of
the three types of organisation above, the ones best suited for non profit
making bodies such as sports clubs seeking to limit the liability of
members are
the company limited by guarantee and the Industrial and Provident Society.
Our
experience as auditor of a large number of Working Men’s Clubs and Rugby Clubs
leads us to believe that an Industrial and Provident
Society is well suited in
situations where the sports club also has a social side and runs a bar and has
entertainment income etc. In the
case
of rugby clubs, the RFU has sponsored a model set of rules for English
rugby clubs wishing to register under the Industrial and Provident
Societies
Act, thus making the registration process easier.
Once a club is registered, the assets and liabilities of the old club
automatically
become those of the registered club, thus saving on legal fees,
etc.
One
further point to consider, especially in the case of rugby clubs, is the
possibility of making the playing section of the club a legally
separate
organisation from the social side. The
social side of the club could own the club premises and receive the bar and
related income
and expenditure etc and the playing section would receive the
playing income and pay the playing expenses.
There are normally separate
committees for the social and playing
sections and therefore the separation of the club into two in this way should
not be too difficult.
Each
club is different and the solution to the problem of limited liability of the
members will vary according to circumstances and perhaps the
need to consider
taxation implications. However,
some thought should be given by all unincorporated associations as to the
potential liabilities
they may be exposed to and to take action accordingly.
UNINCORPORATED ASSOCIATIONS – ADVANTAGES AND
DISADVANTAGES
The advantage of an unincorporated club are:-
1. They are
simple to set up, being founded by agreement between the members, no further
steps such as registration are required.
2. Privacy –
an unincorporated association does not have to file accounts and other
information with Companies House or with the Registrar of
Friendly Societies.
3. In relation
to the day to day running of the club, brewers, banks and other suppliers are
happy to deal with the officers.
4. Lower
compliance costs.
The disadvantages of an unincorporated club are:
1. The club does
not have limited liability, the officers and sometimes the members of the club
may be held liable for the debts of the club and
for the performance of the
club’s contracts and other obligations – see section on the liability of
members, officers and trustees.
2. It is not a
body corporate and does not have a separate legal existence from its individual
members, accordingly it can neither sue nor be
sued other than through its
officers and members.
3. It cannot
hold land and investments other than in the name of officers or trustees.
4. No statutory
liquidation procedures exist and an unincorporated club cannot be voluntarily
wound up under the Insolvency Act 1986.
UNINCORPORATED ASSOCIATIONS – LIABILITY OF MEMBERS,
OFFICERS AND TRUSTEES
An unincorporated members’ club cannot sue nor
be sued, or hold property in its own name.
Accordingly, when an outsider is trying to sue an unincorporated
association an important question is, who is actually liable?
It must be pointed out that instances of members and officers becoming
liable for debts incurred by an unincorporated club are rare, this being due
either to the fact that third parties are reluctant to sue individual members
and officers, or are unsure of the legal outcome of their actions.
Where action is brought it is usually against the chairman and secretary
in the first instance, the action can be extremely distressing for the club
officers involved.
This is a confusing area of the law and because of
the lack of case law it is difficult to be definitive on the outcome of any
action brought. The distress felt
by members and officers is often compounded by this uncertainty and attempts to
determine what their actual liability is. Club
members tend to have two conflicting views of the position, either they believe
they are not liable for any debt, or that they have unlimited liability.
As a general rule a member’s liability is limited to the amount of the
subscription because when he joins a club he does not intend to incur any
liability beyond his subscriptions payable under the rules.
However, if a member or officer is found liable for a debt his liability
is usually unlimited.
Taxes
Value Added Tax – Anything required to be done for VAT purposes is
the joint and several liability of first, every member holding office as
president, chairman, treasurer, secretary or any similar officer or in default,
secondly, every member holding office as a member of a committee, and in
default, thirdly, every member – VAT (General Regulations 1985, no 886, reg
10).
PAYE and National Insurance – The employer will be liable for
payment of national insurance contributions and, if he pays the wages or salary,
for income tax under PAYE. The
employer will often be the persons who actually engage the employee, for
example, the committee, or an officer responsible for employees although the
employer may be all the members. PAYE
should be operated on all wages paid to staff and officers including cash
payment to players for playing and winning a game.
Corporation Tax – The treasurer of an association is responsible
for doing all the acts which are necessary in relation to the corporation tax
liability of an association. If an
association does not pay their tax, the Revenue can recover the outstanding sum
from the treasurer but he is entitled to retain association funds in his hands
to satisfy the tax and to be indemnified by the association.
Employment of Staff
A club should determine which of the members is
the actual employer because considerable duties and liabilities attach to that
position. Any member who is about
to become involved in the employment of staff should make sure he has the right
of indemnity from other members and the assets of the club.
In view of the potential liabilities which can arise, corporate status
should be considered before significant numbers of staff are taken on.
In addition to the provisions of employment law, PAYE and National Insurance the employer has other duties in relation to the health, safety and welfare of the employees. Failure to make provision for an employee’s safety will not only result in a potential action for damages by the employee but it is also a criminal offence.
Contracts
Where it is sought to sue a club in contract, the
action must be brought against the individuals who entered into or authorised
the contract. Any officer or member
of committee may be sued who gave or authorised an order for goods or services,
because although he acted as agent for the club, the club is not a legal entity
and is unable to act as a principal or contracting party.
A member’s liability is usually limited to the
amount of his subscription, unless it can be shown that the members authorised
or ratified the contract, for example, the rules of the club may specifically
provide that goods are to be ordered on credit in which case each member may be
personally liable. Members will
also be liable if they subsequently ratify transactions which have been entered
into on their behalf without authority.
Contracts, undertakings, leases and agreements
containing such words as ‘joint and
several’ should not be signed. Such
words would make each person accepting the obligation personally liable for the
payment and performance of the contract during its whole period.
In the event of the failure of the club the liability would fall on each
individual accepting the obligation putting his personal assets at risk.
Other Liabilities
Property – Trustees are normally the proper defendant in relation
to the clubs’ premises. Trustees
of an unincorporated club do not have the same powers, duties or obligations as
the trustee of a charity. Trustees
of an unincorporated club are usually empowered to invest the clubs’ funds and
in them is also vested the property and assets of the club in trust for the
members. For any liability incurred
in the course of their duties the trustees have a lien on the property but
unless the rules provide they are not entitled to an indemnity from the club’s
members. An individual member is
not under any legal or equitable obligation to indemnify the trustees.
Individual members or a group of members may
become liable for the loss arising from the state of the club’s premises if
the court finds they were under a separate duty of care to outsiders.
For example it was held that the committee of a football club were held
personally liable when a stand collapsed and injured a spectator.
An individual member with specific responsibilities may also be held
liable to an outsider if he was negligent in the performance of his duties.
Libel and Slander – An unincorporated members’ club cannot be
sued, and redress has to be sought individually and personally against the
officer, member or employee concerned. The
members will only be liable for a defamatory statement if they have expressly or
implicitly authorised its publication.
Expulsion of Members – A common area of conflict for members’
clubs concerns the wrongful termination of membership or expulsion of a member.
An injunction for reinstatement and action for damages or defamation will
usually be made against the committee. In
rare cases individual members have become liable through a class or
representative action.
On Winding Up
Surplus Assets – Where after paying all debts there are surplus
assets the rules of the club usually direct that the surplus is paid equally to
members.
Deficits – No statutory liquidation procedures exist and an
unincorporated club cannot be voluntarily wound up under the Insolvency Act
1986. As the club is not a separate
legal entity it cannot become insolvent and as the person liable for debts
incurred varies according to the action brought, it is difficult to come to an
organised voluntary arrangement with creditors. It appears that the best scenario is that the club’s assets
are used to pay debts as far as possible and the club is allowed to quietly fade
out of existence with the outstanding creditors not bringing legal action
against officers and members. Brewers
and other trade suppliers normally accept the business risk of dealing with
members clubs and do not take action against individuals.
Where creditors do pursue it becomes a free for all.
Those who pressure the most receive some payment and in practice the
normal rules of preference are ignored. If
a club is solvent but foresees problems in the future it is advisable to
incorporate now. When and if
problems do arise the incorporated club can then take advantage of the voluntary
and compulsory Insolvency Act 1986 provisions for liquidating a company.
Two related themes recur when the liability of
members, officers and trustees are considered, firstly the constitution of the
club and secondly insurance. The standard of drafting of rules for unincorporated clubs is
variable and frequently poor. To
save legal fees rules are often cobbled together by members without full
knowledge of all the legal ramifications, occasionally a club will have no
written rules. In consideration of
the law in relation to third part liability a club should ensure it has rules to
cover such issues as indemnity, powers of the committee as employer, rules on
the expulsion and termination of membership.
It should not have a clause accepting liability for the members for goods
ordered on credit. The rules of a
club is a contract between the members, if there is not a clause on how the
rules may be changed a new constitution or rulebook may be unenforceable against
members who voted against it.
Where possible a club should insure against the
risks faced by officers, members and trustees.
Third party and employers’ liability insurance may be compulsory, but
as the insurance policy will be issued to the committee or individual officers
it is important to ensure that any member incurring liability to an outsider can
claim on the policy, it should contain a member to member indemnity.
It is also necessary to ensure that the policy contains a special
provision that all members of the public, unfortunately many policies do not
have such a clause and claims made by a member against other members of the club
are excluded.
In the long term the most effective and cheapest
form of additional insurance may be the incorporation of the club as a company
limited by guarantee or as an industrial and provident society.
The club would then become a body corporate with the ability to sue and
be sued in its own name.
COMPANIES LIMITED BY GUARANTEE
A company limited by guarantee is the usual legal
structure adopted by a club where a governing or umbrella body has not sponsored
rules under the industrial and provident society legislation.
These companies are generally formed for charitable, social or other non
trading purposes. They are widely
used by schools and colleges, professional and trade associations, clubs
supported by annual subscriptions and management companies for blocks of flats
in which all the tenants are members.
On incorporation a memorandum and articles of association must be filed at
Companies House in a form set out by company law.
The memorandum must contain a clause stating that each member guarantees
to contribute to the assets of the company in the event of it being wound up,
normally £1. The members do not
hold shares, do not contribute capital and the rules of the company allow one
member one vote in general meetings. In
practice the articles of association vary widely to take account of the
diversity of organisations that operate as companies limited by guarantee.
The advantage of companies limited by guarantee is
that they overcome the disadvantages of unincorporated associations.
The club has corporate status, limited liability and can sue and be sued
in its own name. Other advantages
include:-
1. Statutory provisions exist for winding up the company under the Insolvency Act 1986.
2. No trustees are required.
3. These
companies are established under company law and the rules and regulations
governing them are widely understood by professional
advisors.
4. A company is inexpensive to form and can be available for use within days.
5. One member
one vote, it is not possible for one member to accumulate a large shareholding.
The share register itself is easy to maintain.
The disadvantages are:-
1. Lack of privacy, accounts and other information will be filed at Companies House and made available to the public.
2. Capital from members cannot be raised by the issue of shares.
3. Members of the managing committee will be directors of the company and hence under liabilities and duties as company directors.
4. Company law
is alien to most committeemen. While
most professional advisors prefer a company limited by guarantee, committeemen
and
members prefer the operational procedures of an industrial and provident
society.
5. With no model
rules available for clubs there can be inconsistencies in the drafting of the
articles of association. Inappropriate
clauses may
be included, for example, the rules of most companies limited by
guarantee require notices and annual accounts to be posted to a members’
home
address.
6. Cost in
establishing the company if club premises and other assets are involved.
Legal fees and stamp duty may have to be paid on the
transfer of the
club’s assets to the new company.
INDUSTRIAL AND PROVIDENT SOCIETIES
Registration as in industrial and provident society with the Chief Registrar of Friendly Societies is only available to an association which is formed for the carrying on of an industry, trade or business and is either a bona fide co-operative society or is intended to be conducted for the benefit of the community. Associations which have registered include co-operative societies, workingmen’s clubs, housing associations, and RFU rugby clubs.
The effect of incorporation of a society is
contained in section 3 of the Industrial and Provident Societies Act 1965:-
A registered
society shall by virtue of its registration be a body corporate by its
registered name,
by which it may sue and
be sued, with perpetual succession and a common seal and with limited
liability; and that
registration shall vest in the society all property for the time being vested in
any
person in trust for the
society, and all legal proceedings pending by or against the trustees of
the
society may be brought or
continued against the society in its registered name.
The club continues in being and members will remain members of the club. The present structure of the club will for most practical purposes remain fundamentally the same. Other advantages of an industrial and provident society include:-
1.
Certain privileges under the Licensing Act 1964, eg they are taken to
comply with the requirements of the
Act in relation to elective committee.
2. A floating charge can be given over the club’s assets making it easier to raise finance.
3. The transfer of assets is automatic, no legal conveyance is required and no stamp duty is payable.
4. Simplified and inexpensive procedures for settling disputes.
5. The rules
resemble club rules. Because they
are reviewed by the Registrar of Friendly Societies and sponsored by a governing
body they are
comprehensive and consistent.
A separate rulebook for bylaws should not usually be required.
6. Statutory
procedures exist for both member’s voluntary and compulsory dissolution and
winding up. Simplified procedures
exist for the winding
up of solvent societies and in addition an industrial and
provident societies can be treated as a company for the purpose of Insolvency
Law
(Section 55 Industrial and Provident Societies Act 1965:
Re Norse Self Build Association Limited).
7. Compared to
other clubs they enjoy favourable corporation tax treatment, eg, like bank
interest may be paid gross to third parties; interest
paid can be used as an
allowable deduction against taxable income from any source regardless of the
purpose of the loan; losses can be
offset against future taxable income earned
from any source.
8. The Registrar
of Friendly Societies is used to dealing with members’ clubs.
Disadvantages of Industrial and Provident Societies are:-
1. If model
rules have not been sponsored they can be difficult and expensive to set up.
The model rules have to provide for certain specified
matters and are
reviewed by the Chief Registrar prior to acceptance.
2. Reduction in privacy, an annual return and accounts have to be filed with the Registrar, and a statutory audit may be required.
3. The Chief Registrar has the power to appoint an inspector to examine the affairs of a society.
4. Industrial and Provident Societies are not suitable for registered charities.
5. Professional advisors are often unfamiliar with industrial and provident society law.
FEATURES OF AN INDUSTRIAL AND PROVIDENT SOCIETY
Matters to be provided for in the society’s rules – schedule 1
of the Industrial and Provident Societies Act 1965 lists the following matters
which should be provided for in the society’s rules:-
1. The name of the society.
2. The object of the society.
3. The registered office of the society to which all communications and notices of the society may be addressed.
4. Terms of admission of the members, including any society or company investing funds in the society under the provisions of the said Act.
5. The mode of holding meetings, the scale and right of voting, and the mode of making, altering or rescinding rules.
6. The appointment and removal of a committee of management and of managers or other officers and their respective powers and remuneration.
7. The maximum
amount of interest in the shares of the society which may be held by any member
otherwise and by virtue of the Industrial and
Provident Societies Act 1965.
8. Whether the
society may contract loans or receive money on deposits subject to the
provisions of the said Act from members or others; and,
if so, under what
conditions, under what security and to what limits of amount.
9. Whether the
shares or any of them shall be transferable, the form of transfer and
registration on the shares, and the consent of the
committee thereto; whether
the shares of any of them shall be withdrawable, and the mode of withdrawal, and
the payment of the balance
due thereon on withdrawing from the society.
10. The audit of Accounts by
one or more auditors appointed by the society in accordance with the
requirements of the Friendly and Industrial
and Provident Societies Act 1968.
11. Whether, and if so, how
members may withdraw from the society, and provision for the claims of the
representatives of deceased members or
the trustees of the property of bankrupt
members.
12. The mode of application of profits.
13. The custody and use of the society’s seal.
14. Whether, and if so, by
what authority, and in what manner, any part of the society’s funds may be
invested.
Statutory obligations – On
or after registration the following conditions must be fulfilled:-
1. Notice of any change in the registered office must be sent to the Registrar.
2. The registered name of the club must be painted or affixed outside its registered office and every other place in which business is carried on.
3. A club must have its registered name mentioned in all notices, advertisements, letters, cheques, etc.
4. Proper books of account must be kept as required by the Industrial and Provident Societies Act.
5. An annual return must be made to the Registrar together with a copy of the Accounts and if appropriate the report of the auditor.
6. A register of members must be kept.
7. A copy of the
Accounts must always be hung up in a conspicuous position at the club’s
registered office.
Membership and Shares – Each member must hold at least one share
in the club which may be as low as 5p.
No person may hold more than £10,000 in shares, although it is
recommended that the rules state that each member hold one share only which
should not be transferable and on which no dividend or interest should be paid.
There is no limit on the nominal capital of an industrial and provident
society, and it is possible provided the rules allow to raise capital through an
issue of shares to members.
Meetings and Voting – The rules of the club must deal with the
mode of holding meetings, and the scale and rights of voting.
At General Meetings the rules usually provide for one member one vote.
Umbrella of Governing Body – The legislation is ideally suited for
groups of societies or clubs who are associated to an umbrella governing body,
such groups would share common objectives and include for example the
co-operative movement and the Club and Institute Union, see appendix II.
The member clubs own the shares of the governing body.
The governing body would sponsor standard model rules appropriate to the
activities of the group.
Disputes – Under section 60 of the Industrial and Provident
Societies Act there are cost effective and efficient procedures for dealing with
internal disputes. Disputes between
members and the club or any of its officers must be decided in the manner
directed by the rules of the club. A
decision so given is binding and conclusive on all parties without appeal to any
court unless, for example, it has not been determined in accordance with the
rules, or has been reached contrary to natural justice or in bad faith.
An application for enforcement of a decision made under the club’s
rules for dealing with disputes may be made to the county court.
PROMOTING BODIES FOR MODEL RULES OF AN INDUSTRIAL AND
PROVIDENT SOCIETY
Abbeyfield Society
Association of British Credit Unions Limited
Association of Conservative Clubs
CDS Co-operative Housing Society Limited
Community Transport Association
Co-op Home Services (Home Counties) Limited
Co-operative Union Limited
Federation of Agricultural Co-operatives (UK) Limited
Industrial Common Ownership Movement
National Federation of Community Organisations
National Housing Federation
National Society of Allotments and Leisure Gardeners Limited
Priority Estates
Radical Routes
Royal British Legion
Royal Naval Association
Rugby Football Union
Scottish Agricultural Organisation Society Limited
Scottish Federation of Housing Associations Limited
Shared Interest Society Limited
Village Retail Services Association Limited
Welsh Agricultural Organisation Society Limited
Welsh Rugby Union
WI Country Markets Limited
Working men’s Club and Institute Union Limited
A Company Limited by Guarantee and an Unincorporated Association –
The
use of two vehicles may be a viable alternative to incorporating the whole club.
For example, in the case of rugby clubs the playing section may be
incorporated as a company limited by guarantee while the social side, suspicious
of change can remain as an unincorporated association.
The social side could own the club premises and manage the bar and
trading income, while the playing section would receive the sponsorship and
playing income and pay the playing expenses.
There are normally separate committees for the social and playing
sections and the separation of the club into two in this way should not be too
difficult.
A Company Limited by Shares – The principal users of companies
limited by shares are businesses whose aim is to make a profit.
Members of the company hold shares and can receive dividends on these
shares, the shares can be transferred to other members and a dominant member
with more than 50% of the shares can control the company.
Companies are divided into private and public companies.
A public company (plc) has certain features including a minimal share
capital of £50,000 and their shares are usually but not always freely traded.
These companies are considered unsuitable for a club although a number of
smaller clubs have ill advisedly incorporated as a company limited by shares.
Such companies are unsuitable not only because of the aims under which
they have been set up, but also because their memorandum and articles require
considerable redrafting. In
addition company law procedures concerning, for example, such matters as the
issue of shares are far too formal.
A Registered Charity – Receives favourable taxation treatment and
mandatory rates relief. Because of
the advantages of charities a number of sport clubs have tried to gain
charitable status. A test case
application brought by North Tawton Rugby Club was rejected by the Charity
Commission. The Commission stated
that, the law strictly limited the extent to which sports clubs could be
charitable and it had no alternative but to reject the application.
Some clubs rent premises from a charity through a licence to occupy and
indirectly receive the benefits of the rates relief obtained by the charity
landlord.
Registered charities are frequently incorporated
as a company limited by guarantee. An
Industrial and Provident Society would be an unsuitable vehicle for registered
charity status because under the Charities Act 1993 Industrial and Provident
Societies can only be ‘exempt’ charities.
Friendly Societies -
This legislation is no longer available to sports and social clubs and tends to
be used mainly by financial institutions. A
number of workingmen’s and sports clubs are, for historic reasons friendly
societies mainly due to the fact that the legislation retained the status and
position of trustees. As it is
often the opposition of trustees that prevents incorporation removal of this
legislation has resulted in a decline in the number of clubs becoming
incorporated.
RE-REGISTRATION FROM A FRIENDLY SOCIETY TO AN INDUSTRIAL AND PROVIDENT SOCIETY
Working men’s clubs are registered under either
the Industrial and Provident Societies Act 1965 or the Friendly Society Act of
1974. Some clubs, particularly
sport and rugby clubs are often unregistered.
As most institutions registered under the Friendly Societies Act are
either insurance or building societies, the requirements of the Act are onerous.
Accordingly provision has been made for clubs to de-register and
re-register under the Industrial and Provident Societies Act. The advantages of re-registering are:-
· The club is given ‘Limited corporate status; the club will no longer need to have trustees.
·
The requirement of the Industrial and Provident Society Act in
such matters as accounting records and systems of business control is more
suited to working men’s clubs.
·
Relief is given for bank or other loan interest when calculating
the club’s corporation tax liability. A club registered under the Friendly
Society Act is not able
to claim loan interest relief.
·
Under the Industrial and Provident Societies Act there is no fee
for appointing trustees, or where appropriate the Friendly Societies £70
annual
fee will no longer be payable.
There may be adverse
consequences of re-registration for example, there may be an impact on rates
relief.
There are five stages to follow to re-register:
1. Members consent to the proposal.
2. Drawing up of rules under the Industrial and Provident Society Act 1965.
3. Completion of the application form.
4. Registration of the application.
5. Transfer of
all property and documents held by the former trustees.
Where a club is unregistered it will not be
recognised as a separate legal entity and would not be able to benefit from the
advantage of registration. For
example, a registered club is able to sue and be sued in it’s own name.
Where a club is unregistered any liabilities incurred are the
responsibility of all the members in equal shares.
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