EGN 13th January 2007 at Fairlawns

[Trevor Williams]

Ladies and Gents,
An Extraordinary General Meeting of the 2CV Racing Club will be held on
Saturday 13th January 2007 at Fairlawns (the venue for the Dinner Dance) at
4.00pm

The proposal to be voted on is as follow:

Change the legal status of the club to that of a limited company, limited by
guarantee with no share capital. The articles and memorandum of association
to be based on the current club rules as modified to comply with current
legislation. The current management committe to serve as the directors of
the company at the date of incorporation. The date of incorporation to be
decided by the management committee.

Regards

Trevor Williams
Chairman
2CV Racing Club

[Ainslie Bousfield]

Trevor,

Please could you clarify whether the vote is to agree the idea in principle with each stage coming back to the members for approval or whether it will be taken forward by the directors without further consultation if approved.

The current constitution does not seem complete enough yet to decide ie extent of members' liability, role of the officers, particularly the technical committee etc.

There is a significant additional administrative burden on an entity to comply with legal requirements relating to meetings, accounts etc and this may or may not outweigh some of the directors' liability (but not all in negligent or fraudulent circumstances); people should be aware of what is required of them and be comfortable with it and the club should know what this means in practice.

I am hoping that information will be available in advance as this issue seems too complex to be absorbed at the meeting itself.  

Many thanks,
Ainslie

[Ben Allan]

I think I should echo Ainslie's comments.  We will need to consider the finacial costs of pulling together ariticles and filing resolutions.  If we have an experienced company secretary in the club who will take on the secretarial duties then this could go smoothly.  

If not then we could quickly pick up unexpected financial liabilities.

Regards

Ben

[Trevor Williams]

Ainslie / Ben,
All information relating to legal duties etc is available on line from Companies House. Alternatively, I can email anyone interested the pdf documents if they want

Cost: You can pick up an off the shelf company from about £50.00. Yest there may be additional costs (if they act as the Registered Office etc) but these will be decided if the resolution is passed.

Articles: Again, these would be compiled when registering the company and may incurr additional cost.

Filing of resolutions: To my knowledge, the only resolutions that would need to be filed with Companies House would relate to any changes in the way the company was formed / run. They would not be interested in anything to do with our tech and sporting regs.

Limit of Liability: The intention is to limit individual members liability to £1.00 - this is CONSIDERABLY less that the current level of personal liability that each and every member of the club potentially carries at this moment. Anyway, as a member of BARC, you are liable for their debts to the tune of 10 shillings!!

It is not the intention to debate this resolution at the meeting, we all have better things to do. If you are for the resolution vote yes, if not vote no.

Cheers and Happy Christmas

Trevor

[Trevor Williams]

Ainslie,
Sorry, didn't answer your first question!!

At the AGM the floor voted for the comittee to look into changing the status of the club. The EGM is the result. If passed there will be no further discussion / vote, we will just get on with it

Cheers

Trevor