Bcg egm

[richardb]

I am hoping to attend the sysmposium in March for the BCG when the they will be holding a EGM to discuss changing the charity to a company limited by guarantee. Does anyone out there know what this involves and what changes it may mean to the group and has anyone experienced it in the past?

I would just like some more information before i went? I would post on the BCG web site but unfortunately there is no forum there.

[Geomyda]

Originally Posted by richardb

I am hoping to attend the sysmposium in March for the BCG when the they will be holding a EGM to discuss changing the charity to a company limited by guarantee. Does anyone out there know what this involves and what changes it may mean to the group and has anyone experienced it in the past?

I would just like some more information before i went? I would post on the BCG web site but unfortunately there is no forum there.

A little light reading, for those whom are interested:
http://www.charity-commission.gov.uk...cqanda.aspx#a1

Back in the last decade,(BL); "before Lehman" we all remember I am sure, the Mutual building societies, and Insurance companies demutualising. One by one, they queued up and presented to their members a prospectus and detailed report on how they would convert to corporate structures. These detailed documents were sent out to the membership often, along with tempting inducements such as free shares.
Many members of these organisations became "carpetbaggers" making sure that they held participating accounts so that they would benefit to the maximum in the free share offers. Whilst, in this case, I am sure that there are no free shares to be offered. The principle of full disclosure and compliance should still apply. The Newsletter 199 states that they have been considering the option to incorporate as a Company limited by guarantee for some time, but to date have failed to explain what the rationale for this move is?
The committee have simply called an EGM, and on the day, a brief meeting after the Spring Symposium a document with proposals will be handed out and members asked to vote on it. Whilst the rationale for such a change may be very understandable, it does I think, reflect rather badly that once again communication from this committee falls well short of what is reasonable to expect.
I would suggest that you might encourage those on the Committee to you to put a statement of disclosure on their website, and update the events page to show this latest departure from what appears to be a busy Symposium agenda that is itself scheduled to finish at 5-30pm on Sunday 13th March. No doubt, members whom are travelling from distant parts of the country may well need to review their travel arrangements. As Sunday timetables from Milton Keynes can be a little testing

[helen1]

It simple..ask and you shall be informed..I wondered what it was all about so I asked and read the Newsletter..no big deal no big secret.
I am a simple paid up member...

[Box girl]

Ask who?
I have asked the chairman 9 days ago and have had no response. I e-mailed again yesterday requesting more details please and still no answer. The chairman would have all the info due to having to present it at a committee meeting. I do not understand the delay but will keep asking.
The Newsletter does not give us any details as to what a company limited by guarentee means. Do you if so would be grateful for some help.

Originally Posted by helen1

It simple..ask and you shall be informed..I wondered what it was all about so I asked and read the Newsletter..no big deal no big secret.
I am a simple paid up member...

[Geomyda]

Originally Posted by helen1

It simple..ask and you shall be informed..I wondered what it was all about so I asked and read the Newsletter..no big deal no big secret.
I am a simple paid up member...

Please, tell your enlightenment I am sure, is of great interest?

[Geomyda]

Originally Posted by helen1

It simple..ask and you shall be informed..I wondered what it was all about so I asked and read the Newsletter..no big deal no big secret.
I am a simple paid up member...

It does indeed seem strange. Only this week, I have had three, fully paid up BCG members contact me to say that their correspondences sent to the Chairman, regarding the recent announcement of an EGM on the 13/03/11, have yet to recieve a reply. One of these members is a qualified Company secretary, and it seems, his own very detailed correspondence which poses some very important questions about the proposed change in the status of the group again goes unanswered!
I have also looked again,this morning at the British Chelonia Group website to see if any announcements or indeed, a notice of the EGM has been added to the site: Sadly nothing!!
Helen, maybe they too are simple paid up members. However, they should be respected and treated less like Mushrooms.
A little help for simple paid up members:



B C G
B R I T I S H
C H E L O N I A
G R O U P
2011 SPRING SYMPOSIUM

THEME: CHELONIA AT HOME AND ABROAD
Sunday 13th March 2011
11.00 am until 17.30 pm; The EGM announced in the last Newsletter 199, will follow on from this busy symposium programme. Please do make sure you check your travel arrangements, as a Sunday timetable will apply!!



An opportunity to hear about projects from people directly involved as well as meeting other enthusiasts and asking questions.

SPEAKERS SUBJECT
Mr. Kevin Eatwell BVSc (Hons) DZooMed(Reptilian), Dip ECZM(Herp) MRCVS.
Lecturer at the Royal "Dick" School of Veterinary Medecine, Edinburgh.
BCG Veterinary Liaison Officer Health Assessment and Infectious Diseases of Chelonia.
Mr. David Oakley
MEDASSET (Mediterranean Association to save the Sea Turtles).
Southampton University Albanian Loggerhead Turtles and their Travels
Ms. Sharon Redrobe
BSc(Hons) BvetMEd, CertLAS, DzooMed MRCVS
Veterinary Officeer at Bristol Zoological Gardens. New Ways to See Inside Tortoises
Dr. Richard THOMAS BA PhD FSA
Senior Lecturer in Zooarchaeology, University of Leicester. The Archaeology of the Tortoise Trade in Britiain & Europe (1500 - 1900).
Mr. Henk ZWARTEPOORTE
Assistant Curator Reptiles and Amphibians, Rotterdam Zoo/Co-ordinator Turtle Survival Alliance (TSA) The European Studbook Foundation - Conservation through Captive Breeding.

[SeeShell]

I am not sure what form the BCG takes at the moment but it is obviously a non- incorporated organsiation. It is very common for those types of entities e.g. trusts, societies, organisations to opt to "transfer" to an incorportated entity; usually a company limited by guarrantee (as opposed to shares). The principal benefit is that a company limited by guarrantee is a separte entity from it's members / directors / secretary and the latter have no personal liability. Whereas with an unincorporated association members / trustees / committess etc all have a personal liability. That's quite an onerous obligation to take on for what is usually a voluntary role. Company directors do have statutory duties to adhere to but not as onerous as a personal liability.

Also with a company limited by guarrantee it's far easier to deal with changes in directors / management (in terms of documenting this) than it is with an unincorporated association.

The other benefit of being an incorporated company is that it tends to lend itself better to getting charitable funding (in my experience). In fact most funders insist on only lending to incorporated bodies. Any transfer would need to be done in conjunction with the Charity Commission.

Probably the financial / accounting side, with an incorporated company, is more onerous than with an unincorportaed entity in that annual accounts have to be lodged (with some exceptions), annual reurns have to be submitted to companies house etc. This isn't the case with unincorporated bodies so in some ways being a company means higher levels of disclosure so members can end up knowing more.

Anyway, sorry I don't know too much about BCG but I can say that it is entirely normal (and common) for unincorporated assocaitions to tranfer "form" to an incorporated body; indeed it's the norm!!

SS

[Box girl]

Thank you for that when you say it is easier to change the management does that mean this can be done without the vote of the membership as at present. I.e the directors can vote themselves in and out?

Originally Posted by SeeShell

Also with a company limited by guarrantee it's far easier to deal with changes in directors / management (in terms of documenting this) than it is with an unincorporated association.

SS

[SeeShell]

It will depend upon what is in the Articles of the company. The Articles lay out how the company is run / how formal business is carried out etc. They need to be lodged with Comanies House to enable the company to be incorporated. Quite often directors will serve for a stipulated time - e.g. 3 years. But they can resign whenever they wish. In terms of appointing new directors again the procedure will be set out in the company's Articles. Other directors may have the power to do do this. Or the existing directors may have the power to co-opt additional directors. Members can have a say as to who is appointed but again the Articles would need to set out the procedure that would need to be followed. The incorporated company procedure for changing management is much smoother in that in the event of appointment / resignation of a director the correct forms just need to be lodged with companies House. With an unincorporated association minutes of resignation / assumption have to be drawn up for every change. This is more time consuming and they're not registered anywhere and invariably get lost over time.
Hope this helps

[Box girl]

Thank you again it is beginning to get a bit clearer. So the BCG could change their constitution do we as members get a say in this the current constituition says any chnage must be agreed with members first.
I do wish the BCG could be as helpful as you have been thank you very much for taking the time to explain this.

Originally Posted by SeeShell

It will depend upon what is in the Articles of the company. The Articles lay out how the company is run / how formal business is carried out etc. They need to be lodged with Comanies House to enable the company to be incorporated. Quite often directors will serve for a stipulated time - e.g. 3 years. But they can resign whenever they wish. In terms of appointing new directors again the procedure will be set out in the company's Articles. Other directors may have the power to do do this. Or the existing directors may have the power to co-opt additional directors. Members can have a say as to who is appointed but again the Articles would need to set out the procedure that would need to be followed. The incorporated company procedure for changing management is much smoother in that in the event of appointment / resignation of a director the correct forms just need to be lodged with companies House. With an unincorporated association minutes of resignation / assumption have to be drawn up for every change. This is more time consuming and they're not registered anywhere and invariably get lost over time.
Hope this helps