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Full article and relevant documents also available at: http://www.ukultimate.com/story/resolution_to_incorporate_uku ------------------------------------------------- Hi All, We need your help please! In all honesty many people will not find this very interesting - but it is important. You may or may not know that the UKUA is currently what is known as an unincorporated association. This is not unusual for sports organisations like ours - and also sports clubs. However there is a significant drawback to the arrangement in that the organisation has no real standing legally. This has various implications - but in particular it means that when the Association makes an arrangement with someone else, or takes on some liability, it is in fact being taken on personally by the members of the Board. (In other unincorporated associations it could be "all members" - but for us it's basically the Board.) Hopefully you will agree that asking a set of individuals to take on this potential risk on our behalf is not reasonable - especially given there is a well known solution (see below). The solution that is increasingly used by sports bodies like ours is to become a Company Limited by Guarantee. The effect of this is to create a proper legal entity (a company) that can properly enter into contracts with other people/organisations in its own right, and limits the financial liability of the organisation to the resources of the organisation. I.e. the Board members do not take a personal financial risk by being Board members - unless they break the law! To be clear, the board members do take on important legal responsibilities for the organisation - and indeed they have the same responsibilities as the board members of any limited company. Some key comments: 1. The move does NOT mean the UKU wants to become a commercial, profit-making business - indeed there is no change to the goals of the UKU as a result of doing this. 2. Although the members (still) own the organisation, this type of company does not distribute any "profits" that it makes. The members are just like shareholders of a company in pretty much all respects except that they do not receive any distribution of the organisation's profits, which are retained for the purposes of investing in the goals of the organisation. This makes it clear that the organisation is "not for profit". 3. This change is being driven by the desire to limit the liabilities of board members so that we can keep moving the organisation of ultimate forwards in the UK. Why do we want to do this quickly? Actually we've been working on this for some time now and we want the new structure to be in place before any of this year's international events - when teams travel under the name of the UKU. The first of these is U17 European Championships in Slovakia at the beginning of July. So what do we need to do? Please find attached a new constitution and four resolutions. What we need you to do is to vote on the four parts of the resolution by sending an email to [EMAIL PROTECTED] By voting "yes" to each item you will enable us to legally transfer everything from the "UK Ultimate Association" into the newly created "UK Ultimate Ltd". As is often the way with these things however it is not as simple as one might hope. If you are happy/willing to adopt the strong recommendation of the Board to vote for this resolution then you can follow the instructions below and stop reading! Please just send an email to [EMAIL PROTECTED] as follows: 1. Subject line: Resolution 2. Include your full name and your UKUA account name or membership number 3. Include your vote for each resolution: 1-Yes/No, 2-Yes/No, etc Please remember: the Board's strong recommendation is that you vote "Yes" to all of the resolutions. If you would like to understand things in a bit more detail, please carry on reading…. The resolutions involve 1. Changing the current constitution as a first step that then makes it easier to make the remaining steps and changes more quickly. In particular we will otherwise need agreement from two-thirds of the membership which is likely to be extremely difficult to achieve in practice - especially in the time frame that we are working to. 2. Additionally we are making it easier for the existing Board to implement the transfer without needing every individual to sign a particular document as this would be logistically difficult given that everyone is spread out and we are trying to move quickly. The Memorandum and Articles of Association of the new company is the equivalent document to our current Constitution. These have to change in some areas for technical reasons that relate to company law. The only other major changes are: 1. Removing the need to elect Board members every year or two years. Board members may be removed from the Board by the members voting to remove them. They can also resign. We can continue to operate elections for new Board members - especially if we were ever to have more candidates than positions. However the rules of the organisation will no longer require that we go through that process when all the positions are unopposed, or when nobody new is trying to join! We will have a process by which members can put themselves forwards to join the Board. 2. Removal of the Complaints Committee. This has in the past been used to deal with competition rulings/disagreements. The first point of contact for handling these issues is now the Competition Committee - which frees the Board to act as a place to appeal against those decisions if necessary. As the organisation would now be a limited company it has to have processes by which the owners (i.e. members) can under certain circumstances call an Extraordinary General Meeting as a mechanism for challenging decisions/actions of the Board or members of the Board - and this replaces the other (theoretical) function of the Complaints Committee. The current Board - including those that are now going to resign - all strongly recommend that you vote to make these changes. We are keen to make this happen in June. If you remain concerned about this in any way please contact Si Hill ([EMAIL PROTECTED]) for more information - ideally including a phone number where he can call you back after Saturday 21st. Please respond quickly! Best wishes, Si Hill on behalf of UKUA Board __________________________________________________ BritDisc mailing list [email protected] http://www.fysh.org/cgi-bin/mailman/listinfo/britdisc Staying informed - http://www.ukultimate.com/staying-informed
