Converting CGCA into a Company Limited by Guarantee
As you may be aware, the CGCA Committee agreed to begin activities to convert CGCA from an unincorporated association into a Company Limited by Guarantee. Your Committee has now started the necessary work to prepare the way for the creation of the company and the transfer of all of its assets and operations into that company. We wish to bring you up to date and seek any inputs to the process that you can offer. Here is where we have reached and where we would appreciate your comments.
A) Where we are at
1) The purposes of this proposed change are three:
i. To reduce to a minimum the personal liabilities of members of the General and Executive Committees for the affairs of the Association, and in particular for the potential liabilities for a breach of the GDPR regulations, of which we have heard so much in recent months.
ii. To improve or enable contractual relationships with suppliers
iii. To enhance the banking services available to the Association, especially the ability to use direct debits for the collection of subscriptions.
2) For those unaware, the ‘Company Limited by Guarantee’ structure provides these enhanced features in such a way that there are no shareholders, and in a way that enables the equivalent of dividends in a shareholder company to be the provision of benefits to members and, where appropriate, preferential access to the Association’s activities and outputs.
3) One key point that has been decided is that this work will be entirely focussed on the change in legal status, converting the Association’s current Constitution into Company Articles that maintain all our current features and procedures that remain relevant, without amending those features and procedures beyond the necessary. If, during the conversion process, people suggest changes to the current Constitution beyond the necessary, they will be considered by the new Board of Directors as soon as practicable after incorporation.
4) A number of Committee Members are familiar with the establishment and operational aspects of such companies and one of those, Past President Roger Venables, is leading the work necessary and will be drafting most of the original documentation needed.
5) To assist Roger and the Committee, we are appointing Collard Partners, Chartered Accountants, to comment and assist generally in the necessary company establishment processes.
6) On timescales, you will be aware that our financial year is 1 January to 31 December, and your Committee has agreed that we should do all that we can to effect the change so that City & Guilds College Association Limited can start operations from 1 January 2019. To that end, we have already fixed the date for the necessary Extraordinary General Meeting, as Tuesday 30th October.
B) What we need or would find helpful from you
1) The calling of the necessary SGM requires 30 members to requisition the meeting for the above purpose. We therefore need, please, as many of you as wish to email our Honorary Secretary, Nigel Cresswell, in the following manner
Please use ‘SGM’ as the title of your email.
CID/CGCA Membership Number: (00000000)
To the CGCA Honorary Secretary,
I am contacting you to request that you call a Special General Meeting of CGCA so that the membership may discuss and vote on the plans to transform CGCA into a Company Limited by Guarantee (CLG). The purpose of the meeting should be such that the membership can give a Yes/No vote with a Yes vote indicating agreement to transition to a CLG.
Please send the email to GuildsHS2018@outlook.com
Note you can find your CID in the addressing of this email or any past newsletter from CGCA.
Nigel will put a note on the CGCA website when he has enough!
2) Despite the restricted scope of this exercise as set out in para A3 above, we would welcome any comments you may have on the process we have embarked upon. Please address them to Roger Venables at roger@Venablesconsultancy.co.uk, cc’d to Nigel Cresswell at GuildsHS2018@outlook.com.