Wed 16 Jan 2019 15:13

Incorporation

On January 1st 2019 DKRFC became an incorporated Company. Those of you who have visited the shop might have noticed the card receipt now says DKRFC (Trading) Ltd!

 

The RFU has been encouraging all clubs to become incorporated for some time now, but why?

The RFU puts it this way:

 “Would you bet your house on the chance that nothing untoward will ever happen to your rugby club? If you are a committee member and your club is an unincorporated club you may be doing just that.

Without rugby's volunteer club administrators, the English game as we know it would not exist. The RFU does not want to see those very same people unnecessarily running the risk of personal financial disaster because of their commitment on behalf of the game and their community.”

The fact is that in this day and age, any player who suffers a serious injury may claim against his club or against the club of the opposing team, or against individuals at such clubs. It is therefore advisable for DK to have a structure that protects us against such claims.

 

DKRFC has been, since our inception in 1920, set up as unincorporated association. Unincorporated clubs are not legal entities in their own right and therefore any legal claim made against the club would be brought against the committee members (who would be personally liable if the club had insufficient assets to meet the claim).

 

 Advantages of Incorporation

  •  Committee members of clubs set up as unincorporated associations may be personally liable for the debts of the club, if these debts cannot be met from the assets of the club or under an insurance policy.
  •  If those committee members were instead directors of a company, they would have limited liability and may only be personally liable if they had committed some wrongdoing or if the organisation continued to trade when insolvent.
  •  An unincorporated association cannot hold property in its own name and therefore any property is held by trustees. Each time one of those trustees retires or dies, the property has to be transferred to the new trustees. This obviously involves time and expense. In a recent case, trustees were held to be personally liable when a member was injured in the unincorporated association's building because the rules of the association provided that the trustees were responsible for the upkeep of the association's building.
  •  By contrast companies can hold property in their own name.
  •  Unincorporated associations cannot sue or be sued in their own name. Legal proceedings must be brought and defended in the names of the committee members. Conversely companies can sue and be sued in their own name.

 

 In summary the RFU has stated that:

 “Any entity which organises or undertakes rugby activity, employs staff, owns property or enters into contracts is advised to incorporate to ensure that its committee members are not exposed to personal liability.”

 

At DKRFC we have gone for a “two company” structure which allows property (and/or other assets) owned by the club to be held by one company DKRFC (Holding) Ltd; with the main operations of the club being run by a second company DKRFC (Trading) Ltd.

  

Why incorporate using a two-company structure?

 A two-company structure carries with it all the usual benefits of incorporation as well as providing extra protection for the club’s assets:

  •  Limited Liability – the liability of each company will extend only so far as its assets and any guarantees given.
  • Separate Legal Personality – each company will be a legal entity in its own right so that it can sue and be sued, employ people, enter contracts and generally run operations in its own name.
  • Additional security – a two company structure provides a "belt and braces" approach to the protection of the club’s significant and valuable assets.

 

In reality members will see little difference in the way the club is run, the differences are behind the scenes in the way the club’s administrators manage its finances, legal matters, assets etc. The management committee still meets once a month, made up with company directors and non-directors ALL of whom are volunteers!

 

DKRFC is a Rugby Club and Rugby will remain the main reason why we exist. But in order to survive and flourish we must find new and innovative ways to raise funds to finance our activities. Not all of these decisions will meet with the approval of all of our members, you can’t please everyone all of the time, but we can guarantee that each decision made has been done through careful thought and by due process with an eye to the future.

 

DKRFC is run by volunteers for the benefit of all our members, this has always been the case and will remain so!


The Directors are:

DKRFC (Holding) Ltd (Approved and appointed by the Members at an AGM)

  • Roger Shakespeare
  • Tony Marsh
  • Simon Sherry
  • Neil Shillingford
  • Ken Crane
  • Jonathan Knowles

DKRFC (Trading) Ltd (Approved and appointed by Directors of DKRFC (Holding) Ltd, this allows for a quicker change or appointment of personnel when required to make sure of the efficient running of club affairs on a day to day basis and no need for an EGM)

  • Jonathan Knowles
  • Neil Shillingford
  • Robert Fice

DKRFC Management Committee (Approved and appointed by the Members at the AGM)

  • Jonathan Knowles (Chairman)
  • Richard Gresswell (Honorary Secretary)
  • Bob Fice (Bar)
  • Ken Crane (President)
  • Roger Shakespeare (Buildings)
  • Neil Shillingford (Director of Rugby)
  • John Griffiths (Grounds)
  • Mandy Platts (Club Safeguarding Officer)
  • Brian Platts (Chairman of Youth Section)
  • Simon Sherry (Elected Member)
  • Tamsin Simmonds (Elected Member)
  • Jan Burbie (Joint Chairperson of Running)
  • Emma Whitehouse (Joint Chairperson of Running)

DKRFC Youth Section Committee

  • Brian Platts (Chairman)
  • Mandy Platts (Safeguarding)
  • Rob Chivers (Coaching Coordinator)
  • Mike Taylor (Appointed Member)
  • Gail Gould (Social)
  • Matt Cowdrey (Community)
  • Esther Coles (Rugby Safe)
  • Martin Simmonds (RFU registration)

DKRFC Administrator

  • Nicki Moore

DKRFC Hospitality Manager

  • Dan Shillingford

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