Posted by Peter Roche on December 11, 2000 at 19:37:10 from 212.49.233.250:
In Reply to: Re: Company Status; was TARS Membership List posted by Jock on December 11, 2000 at 17:04:33:
A Limited Company?
If the disparate reactions of East Anglian Tars to the suggestion that The Arthur Ransome Society become a limited company was at all typical of Members in general then it was almost certainly received with a mixture of dismay, incredulity, and, in more than a few cases, revulsion.
From Members of the National Committee, through the Regional Committees and the rank and file of ordinary Members, all were being asked to place their trust in a concept very few knew anything about.
The development of TARS had been much greater than expected, and what had begun as a small, slightly nervous group of like-minded individuals, drawn together by the love of one man his books and his philosophy, was now being asked to enter the unknown world of Company Law, Board Meetings, Directors, Resolutions and a host of strange sounding terms a million miles away from the ideals of that dedicated group that met and made friends on the shores of 'the lake in the north' in the summer of 1990.
TARS - we were told - was outgrowing its romper-suit; its lack of credentials was prohibiting its development; something had to be done, and done very soon, to enhance its worldliness; if TARS was to to face the challenge of the future, it would need.... Street Cred!
But, and this was the problem, how was it to achieve this much needed injection of credibility? Various suggestions were looked into and most discarded, but one, that on cursory reading appeared to accommodate the long-term requirements of our 'growing lad' was to become a limited company, not in the usual way by issuing shares, there being no necessity to provide an income, but a company limited by guarantee, with its Members as guarantors.
A company limited by guarantee is one whose Memorandum of Association contains an undertaking by its Members to contribute his proper share of the amount required in the company's winding up to discharge its debts and liabilities while he is a Member or within one year after he ceases to be a Member. This contribution is limited by the Memorandum of Association to a specified maximum amount, in TARS' case it was to be £1.
This type of company is required by law to have its own special Articles of Association - its working rules - and these cannot be dispensed with, as is the case of a company limited by shares.
When the notion of incorporation was floated I made it my business to read-up on the Companies Acts, the legislation we were planning to sign-up to, and as I waded through them I began to realise that, if handled correctly, this could be good for TARS; it would provide a framework, a legal framework within which we could all begin to work together for the long-term benefit of the Society.
Encouraged by sound bytes from Malcolm Temple such as "Generally, the discipline and structure of outside regulation might be a comfort factor to all." and "There is a need to enshrine the highest standards of regulation and governance for the sake of present and future members". I was persuaded of the benefits of us going down this road.
The proposal to change the Society's status was put before the Members at the 1997 Horning AGM where it received a Postal Ballot vote of 97% in favour, and the vote in the hall was 87% in favour and no dissenters.
If the Members ot TARS believe that incorporation was a mistake it's a simple matter to reverse the situation.