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A Letter From The Old Rutlishians'
Executive Committee

This newsletter is being sent to every person subscribed to the Old Rutlishians' Mailing List. This is an open mailing list that anyone can join, as such you may receive this even if you are not a member of the Club. Please accept our apologies if you have also received this information by other means or it is of no interest to you. Due to its importance we have taken the unusual step to broadcast the information to as many people as possible.

Please do not reply to this email.

If you would like further information there are links to additional documentation at the end of this letter as well as phone and email addresses you can contact. You can also write to us at our postal address. We are expecting a large number of queries so please do not expect a reply before 25th June 2019. If you have still not received a reply by 30th June please get in touch again.

OLD RUTLISHIANS' ASSOCIATION

(Founded 1906)

The Clubhouse, Poplar Road, Merton Park, SW19 3JS

Telephone 020 8542 3678

 

17th June 2019

Dear Old Rutlishians' Member,

The recent Annual General Meeting held at the Club on 26 April 2019 endorsed a proposal from the Executive Committee to proceed with plans to change the Club’s structure to incorporate and seek status as a charity. The purpose of this letter is to explain why this is happening, what it involves, and what happens from here. 

 

Why are we changing our legal structure?

Key objectives of the proposal are to: 

  1. Better protect members, particularly volunteer officers, from legal liabilities
  2. Improve control over the ownership of the Poplar Road property
  3. Reduce business rates
  4. Reduce corporation tax
  5. Take advantage of gift aid for donations to charities.
  6. Increase the potential for attracting grant funding

 

What are we changing it to?

The proposal will involve creating a Charitable Incorporated Organisation (CIO) which is a corporation specifically designed for charities, regulated only by the Charity Commission.  This entity will cover the non-trading activities currently undertaken by the Club and its sporting sections.  We will also need to set up a wholly owned trading subsidiary company of the CIO, to run the bar and other trading activities. The Poplar Road property, which is currently held in a non-operating standalone company Old Rutlishians' Sports Ground Limited, will be transferred into the CIO.

 

What about the Club’s history and heritage – how is this affected?

The Club’s Executive Committee is acutely aware of protecting the Club’s heritage while at the same time implementing a more relevant and appropriate legal structure. Four key clauses of the proposed constitution will give the membership greater control over the Club than under current arrangements.

 

First, the Objects will retain the close links with the School and will read as follows: 

The objects of the Club are, for the public benefit, the promotion of community participation in healthy recreation in particular by the provision of facilities for the playing of Sport for the benefit of: (i) the local community in the London Borough of Merton and its environs in south-west London, (ii) the former and present pupils of Rutlish School and their families; and (iii) employees and volunteers associated with Rutlish School and their families

Second, the CIO constitution includes the provision for Proxy voting at any General Meeting, which reduces the risk of decisions being voted through by a small number of members who attend an AGM.

Third, a new provision has been entered into the CIO constitution regarding the Poplar Road property to ensure members will always have a say in any future changes. 

Any decision to dispose of the property at Poplar Road, Merton Park or to move the Clubhouse away from this property must be approved by a resolution passed by at least 75% of members present and voting (which shall include those voting by proxy) at a general meeting of the members of the Club.

Fourth, any decision to dissolve the Club must also be passed by a 75% majority of members and the assets of the Club “must be applied for charitable purposes the same as or similar to those of the Club”.

 

How does this affect members?

All existing memberships will be transferred to the CIO, so you will not see any change from day to day. 

 

How does this affect Sporting Sections?

Again, no change from day to day.  However, as the Sporting Sections and ORA will in future be part of the same CIO, there is a higher standard of governance, consistency and transparency required.  All will need to adopt more formal processes for accounting and reporting of financial transactions.

 

Who will be in charge of the new CIO?

The twelve members of the existing Executive Committee will become the first Trustees of the Charity (CIO).  Thereafter, one-third of the Trustee board will resign each year and be subject to election / re-election.

 

What’s next?

An Extraordinary General Meeting has been called for 25th July 2019 @ 19:30 in order to formally approve the proposals, via the attached “Resolution for Extraordinary General Meeting”.  In accordance with the Club’s Rules, the resolution will need to be approved by a majority of at least two-thirds of the Rutlish members present and entitled to vote, and also a majority of at least two-thirds of the Associate members present and entitled to vote. 

If the resolution is approved, then our lawyers will make an application to the Charity Commission on our behalf.  We would expect this to take up to five months to be approved, after which we will need to transfer the assets including the property, and make other administrative changes including setting up new bank accounts, informing suppliers etc.

Our aim is to start the new structure from April 2020, where all the sporting sections and ORA will be part of the same legal structure and adopt 31 March as their year-end for accounting and tax purposes.

Should you have any questions please don’t hesitate to contact us.

 

Yours Sincerely,

 

_______________                             ______________                    ______________       

Peter Stokes                                       David Doerr                            Sandy Pfeifer

Chair                                                   Secretary                                Treasurer

 

 

 

RESOLUTION FOR EXTRAORDINARY GENERAL MEETING

 

Old Rutlishians’ Association (the “Club”)

1.              The Members of the Club hereby authorise the Committee to: 

1.1           Establish a charitable incorporated organisation (the “CIO”) with a constitution substantially in the form provided at https://oldruts.club/becoming-a-charitable-incorporated-organisation*, subject to:

1.1.1      any non-material changes to the constitution approved by the Committee; and

1.1.2      any changes to the constitution requested by the Charity Commission.

1.2           With the exception of a nominal cash balance which shall remain in the Club, transfer all of the assets and liabilities of the Club, including the Poplar Road ground which is currently held by Old Rutlishians’ Sports Ground, Limited (“ORSGL”), to the CIO.

1.3           Establish a trading subsidiary which shall be wholly owned by the CIO and shall run the Club’s non-charitable trading activity, such as the management of the bar.

 

2.              Once the above steps have taken place, the Members of the Club further resolve that:

2.1           With effect from the date of the transfer of assets and liabilities of the Club to the CIO, the Rules of the Club shall be deleted in their entirety and replaced by the Rules in the form provided at https://oldruts.club/becoming-a-charitable-incorporated-organisation* in substitution.

2.2           The Committee and the directors/ members of ORSGL be authorised to strike ORSGL off at Companies House.

 

 

 

* Printed copies of the proposed CIO Constitution and replacement Rules of the Unincorporated Association are available on request from:

Sandy Pfeifer

Hon. Treasurer, Old Rutlishians Association

The Clubhouse, Poplar Road

Merton Park SW19 3JS

Email: treasurer@oldruts.club

Phone: 07880 854 996

More information, including a signed copy of this letter can be found by clicking here
Copyright © 2019 Old Rutlishians' Association, All rights reserved.


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