Southampton Gymnastics Club moving to ‘Southampton Gymnastics Club Limited’

Background of the Club

Southampton Gymnastics Club first opened in 1968, for many years the club operated from two main venues, Deanery and Redbridge, along with 15+ satellite centres across the city. In 2006, we were moved out of the deanery site, and the club had the opportunity to take over the Redbridge site with a long term lease agreement with Southampton City Council.

The club is an unincorporated organisation that is managed by a Management Committee. The Management Committee currently oversee the overall decision making of the club; expenditure, club strategy, HR etc.

Community Amateur Sports Club Status

In 2005, we were one of the first gymnastics clubs in the country to apply to HMRC to become a Community Amateur Sports Club. A Community Amateur Sports Club, known as ‘CASC’, was introduced as a structured scheme in April 2002. It enabled local amateur sports clubs to register with HMRC and benefit from a range of tax relief’s including Gift Aid, without the formality and paperwork associated with being a charity.

To be a recognised CASC, clubs must be formally constituted, so that the conditions of the CASC scheme become binding on the members and their governing committees. All CASC clubs must:

-          Be open to the whole community

-          Be organised on an amateur basis i.e. no payments made to gymnasts and non-profit making

Why we are moving to a Limited Company by Guarantee? And what this mean?

A sports club the size of Southampton Gymnastics Club, whereby the club employees staff, runs from a dedicated facility and has over 700 members, it is strongly recommended that the club is formally set up as a legal entity.

There are three reasons why the club should exist as a legal entity:

1.       The club itself can enter legal contracts e.g. to own property, to have a water bill, to get computer services as at a “business rate” rather having Trustees or other employees “signing on behalf of the club”

2.       In the event of an insurance claim against the club – the club itself is responsible and not the Trustees and Members

3.       It is possible for the club to have credit – to get a credit card to buy equipment or to get a loan to make building repairs

New Governance Structure for Southampton Gymnastics Club

The move across to a Limited Company by Guarantee does mean a few changes to the governance structure of the club:

Moving to Limited Company by Guarantee means we have to have a Board of Directors. Those Directors have certain responsibilities laid down in company law
We also have to Articles of Association for the company – these are rules for the way the company operates. These would similar to the current Club Constitution
In addition, we would apply for CASC status as Southampton Gymnastics Club Limited, which includes benefits listed above. The application for CASC status via HMRC, constrains some of the rules that go in our Articles of Association:

o   Be open to the whole community

o   Be organised on an amateur basis i.e. no payments made to gymnasts and non-profit making

Southampton Gymnastics Club are proposing a combination of a Board of Directors and a Management Committee. This set up with meet the requirements for the setup of a Limited Company and the CASC status. The setup of the club in the Articles of Association will clearly state that the certain positions in the governance structure, will be voted positions by our members.

Board of Directors

The main role of the Directors will be to review the strategy and actions of management committee, as well as offering advice and guidance where required. The Directors will also be responsible to ensure the club meets the legal obligations in line with Company Law, and having the ability to put on hold any Management Committee actions deemed to;

·         Threaten the financial and long term stability of the club

·         Damage the reputation of club

·         Not meet the clubs objectives as set out in the Articles of Association

We propose that the Board of Directors will be made up of a maximum of 5 Directors, with the majority of non-management committee members to make up the Board:

·         3 non-Management Committee members

·         1 who may/may not be an Management Committee member

·         Chair of Club, who is also Chair of the Management Committee

All the Director positions will be majority voted by the members at a General Meeting - the Directors will be in position for 2 years. In line with the Articles of Association, the Board will be required to meet quarterly to review strategy and performance of club, as well as quarterly reports from certain members of the Management Committee.

Management Committee

The main role of the Management Committee will be to; define the club’s strategy, make operational decisions, and assist office/coaching team with day-to-day running of the club, where required. The Management Committee are responsible for primary decision making forum for club management, approving expenditure, reviewing fees and fundraising and handling any HR or membership issues.

We propose that the Management Committee will be made up of a maximum of 12 members, with a combination of office team, coaching reps, elected members and club officers.

As you will see some positions on the management committee are fixed, some positions are voted by the coaches or management committee, and the other 5 positions are voted by the members at the Annual General Meetings.

The voted committee member positions are for a 2 year term, and 2 of the 4 General members are voted per year to provide stability. Any vacant or unfilled positions voted by members, can be filled by majority vote of Committee until next AGM only (max 2 per year). The management committee are expected to meet monthly, and report quarterly to the Board of Directors.

What’s next?

We will be holding an Extraordinary General Meeting (EGM) on Wednesday 26th April at 6.30pm at Redbridge, to discuss the move across to a Limited Company by Guarantee. A meeting agenda will be available via the website, prior to the EGM.