EGM August 2019

Thursday 22nd August 2019 @ 7.30pm

Frequently Asked Questions 

 1. Were the Articles proposed at the General Meeting of 2017 ever registered at Companies House or are we operating under the original Articles? 

We are still operating from the original Articles as the club did not supply Companies House a copy of the changes agreed in September 2017. The changes were minor and involved qualification period for Directorship. 

2. Within the new Articles under the section entitled Application of Income & Property (Paragraph a) it refers to the unincorporated association known as The Mid Kent Golf Club why is that? We have been a registered limited company for years. 

 
The new articles differentiate between the Company (Mid Kent Golf Club Ltd) and the Club (Mid Kent Golf Club). There is no change to our incorporation. 

 3. The new articles have reduced the maximum number of Directors from thirteen to seven and the minimum from seven to five. This is a significant change and may cause some concern within the members. I would have thought it useful for the Board to communicate to the members the rationale for the change. 

The changes are as recommended by England Golf and align with how an incorporated club should be structured for maximum benefit. The business will be run by the Board of Directors and the day to day Golf and Social activities will be run by a Captain’s Committee chaired by the Club Captain. This helps to spread the workload of the Board of Directors and gives the membership much more say and involvement in the day to day running of the club. 

 4. Under the section entitled Powers & Duties of Directors Paragraph 52 states a committee comprising more than four members may comprise up to 33% of non-Directors. Isn't that putting an unreasonable constraint on the composition of said committee? 

This will in the main, be business as usual, Greens Committee, House Committee etc and the article does allow for the Directors to determine the numbers involved and makeup of various Committees. 

 5. In general the proposed articles are too prescriptive in some areas. Whilst the articles should be compliant with the Companies Act there are some areas where the club is giving itself no wriggle room whatsoever. 

The Board are supportive of the proposals that enable the operation to be run on a more time efficient basis, whilst giving the membership significantly more input into the day to day running of the club. The Board are confident it is a positive move and will benefit all members for years to come. 

 6 Why bother changing the articles at all? 

Our current Articles of Association were reviewed professionally and found to be contradictory in certain areas. Therefore, the Board of Directors decided to employ the services of a Barrister to firstly review our current Articles, then to amalgamate our requirements into the recommended template for Golf Clubs endorsed by England Golf and the NGCAA (our legal advisors). The result of this work is the proposed Articles of Association for MKGC. 

7. How will/ do directors of MK communicate any interest in contract declarations and under what circumstances are they made available to the membership / shareholders?

Under the new Articles, Directors will not be able to have any interest in contracts that are arranged by MKGC. Nor will they be allowed to take any payment whatsoever from MKGC. 

 8. With regard to Article 51 - Does Mid Kent apply any financial limitations as to the amount an individual director and/or the Board may commit the membership / shareholders to before such a transaction is declared to the membership? 

Directors are limited to spend £500 individually. Any further spend requires approval from the Finance Committee and subsequently the Board of Directors.
The Finance Committee decide on major commitments. Obviously, every Director is duty bound to act in the best interests of the company.
There are no spending limits set, but for large projects, e.g. the plans to refurbish (now rebuild) the clubhouse, with associated costs, have and will be declared to the membership. 

 9. Does the club provide training / awareness to (new and existing) members of the Board as to their responsibilities under the companies Act 2006? 

New Board members are briefed on their responsibilities when they take up office. However, we will be introducing a more formal approach to the briefing of roles and responsibilities of Directors from October 2019. 

10. What if the proposed Articles are not agreed by the membership at the EGM? 

Our current Articles of Association do need to be reviewed and some additional money will need to be spent to get them fit for purpose. A further EGM will then be called if necessary.
It is likely that some of the England Golf recommendations included in the proposals will be adopted by the Board of Directors provided they are in line with the existing Articles.

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