The main reason for the change is to protect members and officers from being held liable if a claim is made against the BKSA. You can see the full report below, if you want to get involved in helping run the BKSA than contact them via www.kitesurfing.org or go to the AGM in Hunstanton. [The Country Club, Searles Holiday Park, Hunstanton, Norfolk on Saturday 28th March 2009 at 5.00 pm]
The position of Treasurer and Secretary are open s get involved!www.britishkitesurfingassociation.co.uk
Conversion of the BKSA into a company limited by guarante.
Since being founded in 1999, the BKSA has operated as an 'unincorporated association'. This means that it has no separate legal personality from its members. Accordingly, when contracts are entered into by the BKSA, they are entered into on behalf of the members. And if the BKSA incurs a liability (this could happen, for example, if there was an accident that was not covered by insurance, or if the insurance did not pay) then that liability is the liability of the members. Liability is shared jointly and severally. That means that if the BKSA cannot meet its obligations, the person(s) to whom it is liable can enforce the whole amount of their claim against any member(s). The member(s) enforced against would then usually have a right of 'contribution' from fellow members for their share.
Many associations and clubs are organised like this. However, increasingly, clubs that have significant assets or which undertake higher risk activities are seeking to reduce the risk to their officers and members by incorporating as a company limited by guarantee. Incorporating in this way means that members of the association will have limited liability for the liabilities incurred by the company (i.e. the new BKSA). English law will still hold individual members responsible for their own actions – that is unchanged.
The law requires that members of a company 'limited by guarantee' continue to have some nominal liability if the company cannot meet its debts if it is ever wound up. We propose to set this nominal sum as £1 per member.
Having taken legal advice and liaised with other clubs and associations, the Executive of the BKSA has decided to recommend to its members that the BKSA be 'converted' into a company limited by guarantee.
How the conversion is done
The Executive has been advised that the process will likely involve the following:
- a company limited by guarantee will be incorporated. The initial subscribers will be member(s) of the current BKSA executive;
- members of the old BKSA will be invited to vote to:
- run down the operations of the old BKSA (the existing unincorporated association);
- authorise the Executive to execute a deed of transfer of the BKSA's assets to the new company (new BKSA), subject to the new BKSA assuming any residual obligations of the old BKSA;
- (re)-elect the directors of the new BKSA.
Membership of the old BKSA cannot be transferred to membership of the new BKSA automatically. To transfer across, each member must actively agree to become a member of the new BKSA. We propose that this can be done in one of two ways:
- by emailing the BKSA confirming that you wish to become a member of the new BKSA (we will set up a weblink to do this); or
- on renewal (the only option on renewal being to join the new BKSA).
It follows that, after a year has elapsed from the start of registrations for the new BKSA, the transfer process will be complete.
The Executive is in discussions with the BKSA's insurance brokers with a view to ensuring that continuity of coverage of BKSA insurance-holders is not affected by the conversion.
The BKSA's legal advisers are in the process of preparing a draft of the articles of association (which will serve as the constitution of the new BKSA). Copies of this will be made available on the BKSA website: www.kitesurfing.org in advance of the AGM. The articles will be in a standard form for guarantee companies but with amendments to reflect provisions of the existing BKSA constitution that it is desirable to carry across.
At present the constitution of the (old) BKSA requires four to eight additional board members (besides the Executive) to sit on the Management Committee. Over the years it has proved hard to find members to do this and so this requirement has not been met. It is proposed that this be removed as a 'requirement' and be replaced simply by something that is allowed, if candidates for that post stand and are elected. In the new BKSA these will be "non-executive directors".
The BKSA invites persons wishing to serve as non-executive directors of the new BKSA to identify themselves to the BKSA in advance of the AGM. The role would suit those with experience in serving as a director of a company or other relevant governance experience.
The BKSA's legal advisers are doing the work to effect the conversion on a pro bono basis (i.e. without charge). However the BKSA will incur out of pocket costs in effecting the registration of the new company of between [£400-600]. In addition, the annual running costs of the new BKSA will be somewhat higher than for the old BKSA as the statutory obligations on the BKSA increase. The Executive believe the additional costs are more than outweighed by the benefit afforded by limited liability.
We will summarise the questions received and answers given at the AGM before the vote.
The Executive, having taken legal advice, believe it is in the best interests of the BKSA that it be 'converted' into a company limited by guarantee and intend to vote in favour of the relevant resolutions set out in the attached notice of meeting.
Secretary and Treasurer
Please note that the post of Treasurer does not currently have a candidate and Phil Elborough is stepping down as Secretary (but continuing as Membership Secretary). Candidates are therefore invited particularly for these roles.
British Kitesurfing Association
BRITISH KITESURFING ASSOCIATION
(An unincorporated association)
Notice of Annual General Meeting