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Right here's a tricky one. Or rather it seems like it might be.
What laws do private clubs have to abide by apart from licensing laws?
The situation is that our local WMC has closed down and been sold and we are
in the position of having to distribute funds to club members.
Anticipating the closure on the 31st March 2003 the committee passed a
ruling that anyone joining the club after that date would have to be a
member of the club for 5 years before being regarded as a Full Member of the
club and being elligible for any shareout.
We have had one awkward person who is threatening legal action if they do
not get a share, but they only joined 6 months ago. The two things that I am
worried about is that:
a) they could argue that the clubs rules could not be changed by a normal
committee meeting (refering to the rule change at the committee meeting of
31-3-03.) Although we have nothing in the club rules to say that rules
cannot be changed at a normal committee meeting, generally in other clubs it
has to be done at an AGM.
b) they could argue that the committee vote was invalid as there wasn't
enough committee members present at the meeting. There were only 5 there,
but again there is no club rule in our club to cover this.
We have used the CIU official rules in the past as a guideline when our
rules haven't covered a certain situation, and the CIU rules would say that
the above two points were vaild points, however we do not have a rule as a
club that we HAVE to follow CIU guidelines in these situations.
We also intend to take a postal vote from all our members asking if they
accept the proposal to pay out all those who qualify under the 2003
committee ruling and exclude those who don't (applies to the one person.)
The wording of the vote question is:
"Do you agree with the committees proposed method of distribution of the
club funds amongst its members as outlined in the attached letter and that
the committee and trustees of the club have your full backing to distribute
the funds accordingly and that you know of no reason why the funds can not
be distributed as proposed?"
We are looking for a 66% majority to act on. If we are covered by a vote
will it secure us, even if the change of rules was done illegally back in
2003? As a private club can we please ourselves as to how we change our
rules and therefore make the above redundant anyway?
Thanks in advance for any help on this matter. Also, if you are a solicitor
who is clued up on these matters please indicate this fact as we may be
needing your services in the very near future!!
Jay
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Jay wrote:
Right here's a tricky one. Or rather it seems like it might be.
What laws do private clubs have to abide by apart from licensing laws?
The situation is that our local WMC has closed down and been sold and we
are in the position of having to distribute funds to club members.
You need to get back to legal basics. What is the legal basis of the club?
Is it a limited liability company, a non profit incorporation, or
unincorporated such that it does not have separate legal identity. Also is
there a trust that holds Club's assets. If the club is 'non profit' there
may be legal difficulties with returning liquidated assets to members, they
may need to be given away to charity, or to other WMC's.
If the club has a separate legal identity, then there will be specific laws
that govern incorporation, operation and winding up. The club's
constitution would be written and amended in accordance with such laws.
Assuming assets are distributed, this would need to be done in a fair and
reasonable manner or there is a risk of legal action. It would be rather
far fetched for a member of six months standing to expect an equal share
compared with those of many years standing. Similarly it could be
considered reasonable for estates of recently deceased club members, or ex
members who resigned upon leaving the area to be granted a share.
Administrative ease is also of concern - no one would expect a scheme to be
unduly complex.
All in all, if the only 'complaint' is from a member of six months standing,
there is probably little practical concern as it would seem unlikely that
any court would grant him or her the share sought.
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Jay wrote:
You need to get back to legal basics. What is the legal basis of the
club?
Is it a limited liability company, a non profit incorporation, or
unincorporated such that it does not have separate legal identity. Also
is
there a trust that holds Club's assets. If the club is 'non profit' there
may be legal difficulties with returning liquidated assets to members,
they
may need to be given away to charity, or to other WMC's.
Blimey, I have no idea. The founder members are dead, their offspring are
dead and the club has been run on a day to day basis for decades. We have no
original documents from then the club started 100 years ago. It isn't a Ltd
company, I know that much, but there is nobody at the club that could answer
the question any further than that. What should we do?
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Right here's a tricky one. Or rather it seems like it might be.
What laws do private clubs have to abide by apart from licensing laws?
The situation is that our local WMC has closed down and been sold and we
are in the position of having to distribute funds to club members.
You need to get back to legal basics. What is the legal basis of the
club?
Is it a limited liability company, a non profit incorporation, or
unincorporated such that it does not have separate legal identity. Also
is
there a trust that holds Club's assets. If the club is 'non profit'
there
may be legal difficulties with returning liquidated assets to members,
they
may need to be given away to charity, or to other WMC's.
Blimey, I have no idea. The founder members are dead, their offspring are
dead and the club has been run on a day to day basis for decades. We have
no original documents from then the club started 100 years ago. It isn't a
Ltd company, I know that much, but there is nobody at the club that could
answer the question any further than that. What should we do?
Usually rules can only be changed by an extraordinary general meeting
likewise winding up. The club need paid for professional advice.
Peter Crosland
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On Mon, 20 Feb 2006 01:16:04 GMT, "Jay"
<jay.jones7@BOLLOCKSntlworld.com> wrote:
Blimey, I have no idea. The founder members are dead, their offspring are
dead and the club has been run on a day to day basis for decades. We have no
original documents from then the club started 100 years ago. It isn't a Ltd
company, I know that much, but there is nobody at the club that could answer
the question any further than that. What should we do?
Contact the CIU and ask for advice assuming you are affiliates of the
CIU.
They should at least be able to put you in touch with a lawyer who has
some knowledge of the situation. They may even have details of you
club in their own records.
Failing that you need a local lawyer.
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On Sun, 19 Feb 2006 23:51:32 GMT, "Jay"
<jay.jones7@BOLLOCKSntlworld.com> wrote:
Right here's a tricky one. Or rather it seems like it might be.
What laws do private clubs have to abide by apart from licensing laws?
The situation is that our local WMC has closed down and been sold and we are
in the position of having to distribute funds to club members.
Anticipating the closure on the 31st March 2003 the committee passed a
ruling that anyone joining the club after that date would have to be a
member of the club for 5 years before being regarded as a Full Member of the
club and being elligible for any shareout.
We have had one awkward person who is threatening legal action if they do
not get a share, but they only joined 6 months ago. The two things that I am
worried about is that:
a) they could argue that the clubs rules could not be changed by a normal
committee meeting (refering to the rule change at the committee meeting of
31-3-03.) Although we have nothing in the club rules to say that rules
cannot be changed at a normal committee meeting, generally in other clubs it
has to be done at an AGM.
b) they could argue that the committee vote was invalid as there wasn't
enough committee members present at the meeting. There were only 5 there,
but again there is no club rule in our club to cover this.
We have used the CIU official rules in the past as a guideline when our
rules haven't covered a certain situation, and the CIU rules would say that
the above two points were vaild points, however we do not have a rule as a
club that we HAVE to follow CIU guidelines in these situations.
We also intend to take a postal vote from all our members asking if they
accept the proposal to pay out all those who qualify under the 2003
committee ruling and exclude those who don't (applies to the one person.)
The wording of the vote question is:
"Do you agree with the committees proposed method of distribution of the
club funds amongst its members as outlined in the attached letter and that
the committee and trustees of the club have your full backing to distribute
the funds accordingly and that you know of no reason why the funds can not
be distributed as proposed?"
We are looking for a 66% majority to act on. If we are covered by a vote
will it secure us, even if the change of rules was done illegally back in
2003? As a private club can we please ourselves as to how we change our
rules and therefore make the above redundant anyway?
Thanks in advance for any help on this matter. Also, if you are a solicitor
who is clued up on these matters please indicate this fact as we may be
needing your services in the very near future!!
IANAL but would advise you to take note of the situation the building
societies found themselves in. Note the steps taken by the Nationwide
to limit the rights of NEW members. All members prior to a certain
date had the same rights. Thos joining after that date had fewer
rights.
I would guess in the absence of any rules to the contrary all members
would be entitled to equal shares. Possibly based on length of
membership . But if you went down that road you would leave yourself
open to claims from old lapsed members.
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Right here's a tricky one. Or rather it seems like it might be.
What laws do private clubs have to abide by apart from licensing laws?
The situation is that our local WMC has closed down and been sold and we
are in the position of having to distribute funds to club members.
Anticipating the closure on the 31st March 2003 the committee passed a
ruling that anyone joining the club after that date would have to be a
member of the club for 5 years before being regarded as a Full Member of
the club and being elligible for any shareout.
We have had one awkward person who is threatening legal action if they do
not get a share, but they only joined 6 months ago. The two things that I
am worried about is that:
a) they could argue that the clubs rules could not be changed by a normal
committee meeting (refering to the rule change at the committee meeting of
31-3-03.) Although we have nothing in the club rules to say that rules
cannot be changed at a normal committee meeting, generally in other clubs
it has to be done at an AGM.
b) they could argue that the committee vote was invalid as there wasn't
enough committee members present at the meeting. There were only 5 there,
but again there is no club rule in our club to cover this.
We have used the CIU official rules in the past as a guideline when our
rules haven't covered a certain situation, and the CIU rules would say
that the above two points were vaild points, however we do not have a rule
as a club that we HAVE to follow CIU guidelines in these situations.
We also intend to take a postal vote from all our members asking if they
accept the proposal to pay out all those who qualify under the 2003
committee ruling and exclude those who don't (applies to the one person.)
The wording of the vote question is:
"Do you agree with the committees proposed method of distribution of the
club funds amongst its members as outlined in the attached letter and that
the committee and trustees of the club have your full backing to
distribute the funds accordingly and that you know of no reason why the
funds can not be distributed as proposed?"
We are looking for a 66% majority to act on. If we are covered by a vote
will it secure us, even if the change of rules was done illegally back in
2003? As a private club can we please ourselves as to how we change our
rules and therefore make the above redundant anyway?
Thanks in advance for any help on this matter. Also, if you are a
solicitor who is clued up on these matters please indicate this fact as we
may be needing your services in the very near future!!
Jay
From other replies, it looks like you are not a limited company, nor a
charity. You also seemed to own property, which has now been sold.
You talk about changing club rules, so it appears that somewhere there ought
to be some rules (something like a constitution or articles of association).
Presumably the property was registered in someones name. It is probable
that there should be some formal documentation relating to this. Banks now
require a copy of the rules in order to open an account - there could be a
copy there. Failing these, secretaries and treasurers frequently have
copies, or if not, knowledge, so you may need to go back along the lines of
treasurers and/or secretaries. Another option would be to go through all
the minutes of all the meetings.
The rules should contain information on things such as: changing the rules;
composition of the committee; definition of a quorum; notice for meetings;
etc. They may even have information on winding up. (For instance, one
particular person/family who has made a special contribution may be given
specific treatment, eg like a first refusal.)
The norm for changing rules is that the committee prepares the proposals;
these are then put to the general meeting for ratification.
I would suggest that a large effort be made to track down the rules - these
should give all the answers. If you have remained within these rules, then
there should be no problem.
If you cannot find the rules, or find that you have been operating outside
of them, then, yes, do what others have suggested and seek legal advice.
Or, if you are affiliated to any organisation, then maybe in the first
instance, you should seek their advice.
I would suggest that you put a hold on the postal ballot (and advertising
it). This will only enforce that you are not sure of what you have been
doing, and anyway may be unconstitutional within the rules. (And why 66% -
normally it only needs a majority?)
IANAL
Iain
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Jay wrote:
Right here's a tricky one. Or rather it seems like it might be.
What laws do private clubs have to abide by apart from licensing laws?
The situation is that our local WMC has closed down and been sold and we
are in the position of having to distribute funds to club members.
The Club has another interesting problem. If it owned premises which it has
now 'sold', it would seem that with the present state of knowledge, there
is no one who can sign or seal documents when exchanging contracts. If the
title is registered then a title search can shed light on the ownersip
status, or if there are title deeds, they will be somewhere local, probably
in a solicitor's office or with a current or former mortgagee. There would
be information in the local Council offices relating to rates / property
taxes, building consents and liquor licencing (it presumably operated a
bar).
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On Mon, 20 Feb 2006 01:16:04 GMT, "Jay"
<jay.jones7@BOLLOCKSntlworld.com> wrote:
Contact the CIU and ask for advice assuming you are affiliates of the
CIU.
They should at least be able to put you in touch with a lawyer who has
some knowledge of the situation. They may even have details of you
club in their own records.
Failing that you need a local lawyer.
After which, there won't be any assetts to distribute.
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Jay wrote:
The Club has another interesting problem. If it owned premises which it
has
now 'sold', it would seem that with the present state of knowledge, there
is no one who can sign or seal documents when exchanging contracts. If
the
title is registered then a title search can shed light on the ownersip
status, or if there are title deeds, they will be somewhere local,
probably
in a solicitor's office or with a current or former mortgagee. There
would
be information in the local Council offices relating to rates / property
taxes, building consents and liquor licencing (it presumably operated a
bar).
there are three trustees of the club. I have no idea what power they have.
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Jay wrote:
there are three trustees of the club. I have no idea what power they have.
It is not so much the power they have, rather their fiduciary responsibility
to club members and to the law. If I were one of the trustees I would be
very loathe in these circumstances to allow the proceeds of a major
property sale to be disbursed without legal advice, and if this is not
clear cut then it may be appropriate to obtain a court order as to how the
trustees should proceed.
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