In accordance with the club’s constitution, this message gives you 3 weeks’ notice of the committee’s intention to hold an extraordinary general meeting of the members on Thursday 25th June 2020. The meeting will commence at 8.00pm and it will be held via Zoom. Again, in accordance with our constitution, there is a single item of business on the agenda
The committee recommends that the club restructures its management and governance arrangements to register as a Charitable Incorporated Organisation (CIO). Voting on the proposal will be by way of a show of hands. Only those members aged 18 or over will have the right to vote.
It is important that as the members of the club that you understand the reasons why the committee is making this recommendation to you. It is therefore helpful to outline the current arrangements that are in place that allow the club to operates in the way that it does.
Currently, the club exists as an unincorporated organisation. It has a constitution as shown below:
and we are affiliated to England and Northern Athletics. However, as an unincorporated organisation it cannot employ staff and it must be careful in its undertakings as the management committee can hold individual liability. Each year at the AGM the members elect a management committee who are all volunteers and who oversee the planning and delivery of the club’s activities. In effect, the club is collectively ‘owned’ by the members. Your membership fees go to club. However, there is also a company limited by shares – BAC Facilities Ltd (company number 02693764) – that holds responsibility for the management of the market street track and field facility. It employs the ground staff and cleaning staff and oversees the hire of the facility. It is to BAC Facilities Ltd that you pay your £2 training fees. The company currently has 4 directors, Terry Ratcliffe, Roger Morley, John Conroy and myself. The directors are non-executive and receive no payment for their roles as directors. The company was incorporated in 1992 for the purpose of supporting the club and conducting work on behalf of the club to remove liability from the committee in place at that time. The company has two shareholders (Terry Ratcliffe and Roger Morley) but has not paid any form of dividend to those shareholders.
As you are aware the track at Market Street is approaching the end of its lifespan. At a recent TrackMark assessment it was estimated that the track has only 3-5 years usable life. Moreover, work is needed on the jump run ups and the long throws cage to bring it up TrackMark compliance. Without TrackMark certification we cannot hold competitions and would not be insured for some elements of training. Taking into consideration the current general condition of the clubhouse we have received estimates to the overall sum of £500,000 to secure the long term use of the site as a viable athletics facility. We have been extremely fortunate that Bury Council have been able to secure £250,000 to use as match funding to assist in completing the necessary work. We will be submitting a bid to Sport England with an aim of bringing us much closer to the £500,000 target. However, as part of the process we are required to demonstrate sustainability, and being a charity achieves this. It would also be vital in raising additional funds for grant providers or sponsors to see us a single charitable entity, rather than a hybrid of an unincorporated club and a private company.
The committee has been considering a number of options and have taken advice from EA solicitors, Muckle LLP. We believe that the best way forward is to restructure the club as a CIO. As a CIO the club can employ staff, own property and enter into agreements. The CIO is a legal entity and it carries liability, rather than that being held by individual members of the club. Moreover, as a charity, potential grant providers/sponsors will have more confidence in releasing funds.
There are two models of a CIO. One is a foundation model, where all the power rests with the trustees who hold the responsibility of appointing other trustees. The other is the association model. In this model it is the members of the charity who elect the trustees and hold them to account through the trust’s AGM. This far more closely reflects our current set up and this is the model that the club’s committee is recommending members to approve. In either model the CIO is accountable to the Charity Commission and the trustees must ensure an independent audit of the finances is conducted each year. Below is a link to the guidance document from the Charities Commission on the association model of a CIO and also an initial draft of what we think our CIO constitution should look like.
I must stress that this is in draft format and we need to take more legal advice and consult with the Charity Commission. However, subject to that advice, it is the committee’s wish to register the CIO and nominate the initial trustees. The club would then be wound up as an unincorporated organisation and its assets transferred to the CIO. Given our anticipated timeline, this could be voted on at the next AGM in September. Similarly, BAC Facilities Ltd would be wound up and its assets transferred to the CIO. The staff would transfer across from the company to the CIO in accordance with the Transfer of Undertaking Protection of Employment (TUPE) Regulations.
Guidance indicates that it can take a couple of months to register as a CIO through the Charity Commission and given the imperative to secure funding for the facility, the committee felt it was appropriate to call the EGM and put their recommendation to members to secure approval to move this forward.
I and the committee members look forward to the opportunity to discuss this with you on 25th June and for your support with the proposal. An email giving details of log in and password for the Zoom meeting will be sent out in due course.