News

An Extraordinary General Meeting (EGM) of the Club will be held on Wednesday June 6th at 8.15pm in the Clubhouse.

Members should have received formal notice as a personalised email last week. Nominations for elected positions have now closed.

The conducted business will be some of the most important in the Club’s history and members are requested to attend if at all possible. Please take the time to read the rest of this message and the linked documents.

We have previously set out in several communications, since the Annual General Meeting in January, more detail on the proposed changes to the Club’s structure.

This overview is focused on how those changes will affect you

The proposed changes have been carefully considered by the Club’s General Committee over the past 3-4 years and feature in the Club’s 2016-20 Development Plan.

There are six main reasons to pursue these changes now:
1. HM Revenue & Customs’ (HMRC) Community Amateur Sports Club (CASC) requirement that more than 50% of members are playing members by HMRC definition;
2. HMRC CASC limits on non-membership commercial income of £100,000 per annum;
3. maximising tax/VAT efficiency;
4. more effective protection of (significantly increased) assets for tennis and cricket purposes in line with the Club’s objects;
5. a growing feeling that club management complexity means the present unincorporated Trust structure, set up in 1951, may have outrun its usefulness;
6. recognition of members who contribute time to the Club with greater ownership rights and acceptance there are members who are unable or unwilling to contribute in the same way.

We are receiving pro bono advice from the ECB-funded CASCInfo Unit and support from the Club’s accountants, Levick & Co, and lawyers, Buss Murton. The process was developed for rugby clubs by the Rugby Football Union with CASCInfo and endorsed by HMRC and Sport England.

In the main, the changes will not affect the vast majority of members for most of the time and you will notice little, if any, difference to the way the Club operates day-to-day. However, there are four key areas where they impact on members:
1. the legal structure and consequent ‘shape’ of the Club;
2. the part of the Club they are members of;
3. their ability to influence governance of the Club at AGMs and in other decision making meetings;
4. their eligibility to hold office in the Club.

STRUCTURE
The proposal will see the creation of a Company Limited by Guarantee (CLG) where members are effectively co-owners of the Club. The company will be a CASC, protecting the assets of the Club for the purposes of cricket and tennis, and operating the sporting aspects of the Club’s activities. A CLG is the typical legal entity for incorporated not-for-profit and charitable organisations. A separate trading subsidiary will also be created as a Company Limited by Shares (CLS) which will be 100% wholly owned by the CLG as the sole ‘shareholder’. The CLS will be the vehicle for the Club’s more commercial (primarily the bar) and fundraising operations and the home for non-Full playing members and ‘supporters’. Any ‘profits’ or surplus funds created by the CLS will be transferred tax free to the CLG to support the Club’s sporting mission. The CLS will operate the bar and relevant Club facilities under a resource sharing agreement between the two companies. Once the two companies are set up and operating, and the assets of the current Club transferred to the CLG, the current club and Trust will formally be dissolved with approval of HMRC.

MEMBERSHIP
The following will be members of the CLG:
• Full playing adult members – those who qualify for the club’s membership discount scheme – whether individual or as part of a family subscription;
• playing young people and junior members aged 23 and under;
• vice presidents;
• honorary life members.

Non-playing adult members under a Full playing family subscription can elect to be members of either the CLG or CLS, but will probably opt for the latter. Non-full adult playing members and social members will be associate members, or ‘supporters’, under the CLS.

Under HMRC rules, the active playing membership of the CLG must be significantly greater than any non-playing membership and, under the proposed structure, this should be largely self regulating. And anyone, without discrimination, on day one of joining or any other time, can become a Full playing member by meeting the relevant subscription requirements.

GOVERNANCE
The members of the CLG are not shareholders but effectively co-owners of the Club. This means they have rights and obligations. Both members of the CLG and CLS are welcome to attend the Club AGM (and any other Club meeting) but only members of the CLG, aged 18 or over, are legally entitled to speak or vote. In practice, any attendee would normally be allowed to speak at the discretion of the meeting. The CLG will have a Board consisting of the Chairman, Secretary and Treasurer elected for one year plus four other directors elected by rotation for four years. The Board will have legal responsibility but the day-to-day operations will be run by an elected executive committee, as now. The CLS will be governed by a subsidiary board appointed by the CLG – in practice, the same board – and the day-to-day operations by a fundraising committee. Every member of the CLG, as co-owner, will theoretically be liable for any debts of the Club in the unlikely event of this situation arising. This is true for all members now, under the current structure, but as members of a Company Limited by Guarantee, that liability would be limited to £1.

OFFICE
Only members of the CLG, over the age of 18, will be eligible to stand or nominate or second others standing for office in the Club. That means only Full playing members, non-playing Full members, young playing members aged 18-23 and vice presidents can be directors of the board, executive committee members and members of sub-committees including the cricket committee. Consequently, captains of Club teams will need to be Full playing members. In practice, this is not dramatically different to now; only cricket and tennis members are currently eligible to vote on cricket and tennis matters. There is one exception: up to six members of the CLS will be elected at an annual meeting – effectively an AGM within the AGM – as ‘ex-officio’ members of the CLS fundraising committee to represent the broader membership of the CLS.

These proposed changes will be introduced by resolutions at the forthcoming EGM. A one page diagram illustrating the proposed structure can be seen here https://staplehurstcricketandtennis.teamapp.com/documents/429260-club-structure

The EGM will also be asked to approve Memorandum & Articles of Association – effectively the new club rules – for each company. These M&As can be quite complex as they also incorporate company law requirements. However, we have prepared a summary document which compares and contrasts the proposed DRAFT changes for each of the two companies with the current Club rules. You can see this summary document here https://staplehurstcricketandtennis.teamapp.com/documents/429261-summary-of-m-as-and-comparison-with-club-rules

You are also encouraged to review the proposed DRAFT full Memorandum and Articles of Association for each company.

The M&As for Staplehurst Cricket & Tennis Club Limited, the CLG, can be found here https://staplehurstcricketandtennis.teamapp.com/documents/429263-sc-tc-ltd-m-as

The M&As for Staplehurst Cricket & Tennis Supporters Club Limited, the CLS, can be found here https://staplehurstcricketandtennis.teamapp.com/documents/429264-sc-t-supporters-club-m-as

Hard copies of these documents will also be posted on the Club noticeboard.

Clearly you may want further information and guidance on how these changes affect you and the ‘drop-in’ advice sessions, announced at the AGM, continue on Sunday lunchtimes from 12.00 until 2.00pm in the run-up to the EGM.