Bcg egm

[SeeShell]

No problrem at all.

The procedure for amending the constitution is usually laid out in the constitution. If all members require to consent than yes you would all have a say in any amendement. Often a meetinng will be called (EGM or AGM) and requisite notice given to all members of that meeting along with details of the proposed constitution change. There would then be a vote at the meeting. Again the constitution should set out whether simple majority / unanymous vote is required.

The other side is if the unincorporated association is being would up and its assets and liabilities transferred to a company then there would also ordinarily be provision in the constitition on the procedure for doing this. In other words informing all members, holding a meeting and having a vote etc. If there is a lack of such provison for dissolution I suspect the Charities Commission may require the constitution to be amended to allow for this; I'm not too sure what the english requirements are in tems of the Charity Commission for this and a change of entity.

It's important that the procedure laid out in the constitution is followed otherwise it opens up the possibility of members objecting / challenging a decision at a later date because the formalities weren't adhered to.

[Geomyda]

Originally Posted by SeeShell

No problrem at all.

The procedure for amending the constitution is usually laid out in the constitution. If all members require to consent than yes you would all have a say in any amendement. Often a meetinng will be called (EGM or AGM) and requisite notice given to all members of that meeting along with details of the proposed constitution change. There would then be a vote at the meeting. Again the constitution should set out whether simple majority / unanymous vote is required.

The other side is if the unincorporated association is being would up and its assets and liabilities transferred to a company then there would also ordinarily be provision in the constitition on the procedure for doing this. In other words informing all members, holding a meeting and having a vote etc. If there is a lack of such provison for dissolution I suspect the Charities Commission may require the constitution to be amended to allow for this; I'm not too sure what the english requirements are in tems of the Charity Commission for this and a change of entity.

It's important that the procedure laid out in the constitution is followed otherwise it opens up the possibility of members objecting / challenging a decision at a later date because the formalities weren't adhered to.

As Boxgirl has said, your input on this thread is indeed most helpful and I am sure may assist the simple paid up member to understand the procedure, and intentions of this change in Corporate status of the BCG.
Out of interest, would the limit of liability to members of the Committee, (current Trustees) extend to existing contracts that are in place:
That is to say, can liabilities be retrospectively limited?
Thank you once again, for your input on this issue.

[SeeShell]

No problem.

In terms of liabilities what would normally happen is that when the entity "changes" from non incorporated to incorported the liabilities pass also (as do the assets). The Charities Commisiion would be involved in this transfer. However there would have to be a formal transfer of certain liabilities. If, for example, trustees of the unincorporated assocaition had entered into contracts then these contracts would have to be specifically assigned to the incorporated company. If this isn't done then the trustees remain personally liaible but would likley have a right of recourse against the incorporated company. It is therefore wise to identify any contracts etc and arrange with the other contracting party to assign the rights and responsibilities of the trustees to the new incorporated company. This would be the legal position in Scotland and I can't think it would vary much in England. Hope I've answered your question!

[Geomyda]

Originally Posted by SeeShell

No problem.

In terms of liabilitiess what would normally happen is that when the entity "changes" from non incorporated to incorported the liabilities pass also (as do the assets). However there would have to be a formal transfer of certain liabilities. If, for example, trustees of the unincorporated assocaition had entered into contarcts then these contracts would have to be specifically assigned to the incorporated company. If this isn't done then the trustees remain personally liaible but would likley have a right of recourse against the incorporated company. It is therefore wise to identify any contracts etc and arrange with the other contracting party to assign the rights and responsibilities of the trustees to the new incorporated company. This would be the legal position in Scotland and I can't think it would vary much in England. Hope I've answered your question!

Thank you indeed, yes this is my understanding too. It may have very particular relevance to the current trustees, of the BCG. We were told that there are indeed certain historic contracts in place. One most notably, with an Italian organisation called Carapax.
This is understood to involve the construction of a Lake, its upkeep, general welfare and I imagine security of some several hundred Slider Terrapins sent from the UK to Italy. The management of this facility, was forced to vacate the site in 2009, and have effectively had the site including the Lake repossessed by the Local Italian State. To date, the outcome of this repossession remains we are told, unclear. However, such a contract may indeed have default clauses that would revert back to the group in the event that the former management of the site were unable to fulfil their statutory duties to maintain a duty of care for the lake construction?

[helen1]

Sorry I was unclear...and I put things in the wrong order...too busy with tortoises and family.
I noted the proposed intention from the Newsletter first then did a little independant research...I did not ask anyone in the BCG.
All in all a very wise move on their behalf..in my opinion ...

[carriemags]

Where is the BCG's EGM going to be held? Thanks.

[helen1]

I am sure I am as off topic as others...but Carapax?...again, I wonder why many people here wish to persistently discuss this at every given opportunity? On threads that bear no mention of it until you take it in that direction.
Please, and this is said with the kindest intentions, get over it and get each others phone numbers.
Sorry to the poster, this is my last posting in this thread.

[Box girl]

Whilst I do see what you are saying it is possible that any contract with the biggest financial donation the BCG has ever given to another organisation, could have a rider on whether to accept the proposal. If this proposal is for the good of the BCG ie the torts etc then great. We do need more info from our Charity that we support though.
I am very grateful for some answers from seashell. Let's hope the BCG management will also give the same.
Just to clarify I do not think anyone on this post wishes to turn this into a debate on Carapax but as a facility that still has unresolved issues ( 2 years now) it must be considered when deciding which way to vote, as to whether it has bearing or not.
Thank you.

Originally Posted by helen1

I am sure I am as off topic as others...but Carapax?...again, I wonder why many people here wish to persistently discuss this at every given opportunity? On threads that bear no mention of it until you take it in that direction.
Please, and this is said with the kindest intentions, get over it and get each others phone numbers.
Sorry to the poster, this is my last posting in this thread.

[richardb]

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...

i just think that it would of been nice to have at least a brief explanation in the news letter as to what the changes will mean and what it involves after all the committee should be acting on the memberships behalf and therefore we are the ones who should voting to decide whether it happens or not.

There probably are many benefits and its probably best for the group but we still should be given the information to make an informed choice.

[richardb]

Yes, thank you very much seeshell. This sort of thing could of been put in the news letter and would of saved confusion.