It is important to note that a member who is entitled to attend and vote is also entitled to appoint a proxy to attend and vote in his place. Arrangements in respect of postal ballots, polls and proxies are set out in the Articles. A precedent Form of Proxy is provided at Appendix 7. Requirements in respect of written resolutions are set out in the Companies Act. Indemnity The Companies Act permits a company to offer a wide indemnity to its directors and for them to purchase insurance and this is carried into the Articles in Articles 47 and 48. Dissolution It is important that the Articles set out what happens to any surplus monies on a winding up or dissolution of the Company. This is dealt with in Article 49 which provides that any surplus shall go back to the Voting Members. This is a requirement to enable the Company to claim the benefit of mutual trading but can be an issue if the Company wishes to apply for rating relief and some types of grant. An alternative would be to provide that the surplus should be gifted to another golf club; doing so would deprive the Voting Members of a potential windfall but the counter argument is that any decision to dissolve would not be influenced by that potential windfall. Professional Advice Please see the disclaimer on the front cover of this guide. Golf Clubs are strongly advised to seek legal, accounting and other professional advice in respect of the matters mentioned in this guide.
It is important to note that a member who is entitled to attend and vote is also entitled to appoint a proxy to attend and vote in his place. Arrangements in respect of postal ballots, polls and proxies are set out in the Articles. A precedent Form of Proxy is provided at Appendix 7. Requirements in respect of written resolutions are set out in the Companies Act. Indemnity The Companies Act permits a company to offer a wide indemnity to its directors and for them to purchase insurance and this is carried into the Articles in Articles 47 and 48. Dissolution It is important that the Articles set out what happens to any surplus monies on a winding up or dissolution of the Company. This is dealt with in Article 49 which provides that any surplus shall go back to the Voting Members. This is a requirement to enable the Company to claim the benefit of mutual trading but can be an issue if the Company wishes to apply for rating relief and some types of grant. An alternative would be to provide that the surplus should be gifted to another golf club; doing so would deprive the Voting Members of a potential windfall but the counter argument is that any decision to dissolve would not be influenced by that potential windfall. Professional Advice Please see the disclaimer on the front cover of this guide. Golf Clubs are strongly advised to seek legal, accounting and other professional advice in respect of the matters mentioned in this guide.
Guide-for-incorporation-of-golf-clubs.docx