The latest drafts are now on the SGM page.
Context - please read!
What do we have here?
The main document for a company is called "Articles of Association". This is where the most important things go. The only way to change the Articles is through a super-majority of Members, nearly always at an AGM or EGM.
The next document down is called "Bye-laws". This is where companies keep rules and processes for day-to-day management. Directors and Members can change the Bye-laws.
FInally...
Because the Articles of Association use a lot of standard legal text, they are a very dry, stodgy read. So there is also a "plain English" companion document, which attempts to translate the legalese into normal everyday language.
Most importantly... what are the benefits?
- First and foremost - significant reduction in risk for Members and for the Flag Officers and the Treasurer, who have agreed to be the people who take legal responsibility for running the Club.
- Clearer powers for Members to change something if you don't like it - if you can get a group together, you can call an EGM to discuss it, or put a motion forward to the AGM. The new documents set out a timeline for this and explain what to do if, for some reason, the Directors don't respond.
- Explicit power to have your voice heard even if you can't come to the AGM or an EGM - you'll be able to tell the Chair, or a fellow member, how you want to vote and they will then vote on your behalf
- Power to make an informed choice about who runs the Club - Members will be invited to submit nominations for Flag Officer posts, and will be able to vote for who they want to be on the General Committee even if they can't come to the AGM.
- More clarity and transparency overall - eg the rules for calling and running AGMs, running elections, how long terms of office are, what the powers of the Flags and the Committees are, how to manage conflicts of interest, who is eligible to take part in what sport
Who will the Directors be?
Although the original consultation proposals and conversations were that the General Committee would form the new Board of Directors (the people with the legal duties and liabilities), the majority view of the current General Committee is that they wish the Flags and the Treasurer to be the only Directors. The Flags and the Treasurer are willing to accept this responsibility, and so the latest drafts reflect this change.
What is the text based on?
We used a few different sources, including:
- The current Rules and Bye-laws - we have tried to keep as much of current practice as possible,
- The RYA template
- The government template
- The Charity Commission template (because although PYC is not a charity, it is not-for-profit and so some of the text is relevant)
- Content from similar small not-for-profit companies, already drafted and quality-assured by specialist law firms
What is different?
Obviously, incorporation means that some elements of the Club's governance have to be different. However, we have tried to keep as much as possible of the current customs and procedures, working on the "if it ain't broke, don't fix it" principle.
Readers will see that in some areas, the Flags and the Treasurer have the ability to take action that used to be for the Flags and the GC together. This is because if the Flags and Treasurer are the Directors, they need to be different from the GC, and they need to be able to take action to discharge the responsibilities that come with being Directors.
It's also important to note that sometimes, a rule or process will seem different - but actually, it's just been put into more accurate language suitable for a legal document.
What is "locked into" the Articles? (ie can't be changed unless Members agree)
All the important things...
o The name of the Club and its purpose and powers
o Stating that liability is limited (ie protecting Members)
o Member categories, including Life Members
o Member rights (including how Members can force an EGM, or force an agenda item onto an AGM or propose/approve/refuse approval for Bye-law changes)
o how to run AGMs and EGMs
o Who the Directors are, how they are appointed, and how they are removed
o What Directors are permitted to do and what they can delegate
o How to manage conflicts of interest
o How to communicate with Members
o What happens if the Club has to close down
AND (special text for PYC)
- a requirement that there must always be a General Committee, a Rowing Committee and a Sailing Committee
- a power for the General Committee to object to any changes to the Bye-laws proposed by Directors
