N Gauge Society vote - Company Limited by Guarantee

[terrysoham]

Could I encourage all the members of the Society to vote regarding the matter of the Society becoming a Company Limited by Guarantee.

This is VERY important.

Your vote can be posted to the General Secretary,Stuart Conlon or sent to him by email or, even, telephon

 

I have removed Mr Conlon's details. They are in the N Gauge magazine for all bona fide members to see.

 

You will need to give him your membership number and your town and postcode if you vote by email or phone.

 

Please vote it is imporant.

[Southernboy]

Apologies for ignorance, but why is this important?

 

Quite happy to help where required, and fully appreciate the Society, the benefits of Membership, and love the magazine

 

But I do like to know why I'm being asked to do something that is VERY important, before actually doing it.

 

As I say, please excuse my ignorance

 

Thanks,

 

Mark

[Wheatley]

Because the N Gauge Society is an unincorporated association* which means you as a member (assuming you are a member) are jointly and individually liable for anything which the association cocks up, or for any offence which any other member acting in the name of the association commits. If it becomes a limited company then you are not, the directors carry the can.

 

I'm presuming the NGS has explained all this to its members already btw, I'm not a member.

 

*I stand to be corrected on this, I can't find anything on your website which says you are anything else.

[terrysoham]

You will note that I have removed Mr Conlon's details. I now realise that giving them was not one of my best ideas and I have emailed him to apologise.

[dpgibbons]

Because the N Gauge Society is an unincorporated association* which means you as a member (assuming you are a member) are jointly and individually liable for anything which the association cocks up, or for any offence which any other member acting in the name of the association commits. If it becomes a limited company then you are not, the directors carry the can.

 

 

 

I don't think so. In practice it is the management of an association rather than its members that would be at risk in the event of insolvency or a cock-up. And in a company it is usually not the directors but the corporation itself that carries the can.

 

From a liability perspective the main effect of the proposal will be to better protect those who volunteer to manage the Society. And quite right too. The liability of rank and file members is not really the issue. 

 

 

 

 

 

 

 

 

 

[terrysoham]

The reason for this proposed change which was given by Mr. Conlon is to be found here.

http://www.ngaugeforum.co.uk/SMFN/index.php?topic=35356.msg413762#msg413762

[Wheatley]

Thanks. Not only does it apply to financial liability, the individual members of this golf club very nearly found themselves liable for an environmental offence:

 

https://www.solicitorsjournal.com/case-reports/r-v-rl-and-jf

[dpgibbons]

If you carry on googling you will find Wise v Perpetual Trustees [1903] AC 139. "Normally, members of an unincorporated association have restricted liability and cannot be made responsible for liabilities beyond the amounts of their subscriptions".

 

 

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[Wheatley]

And yet 90 years later the judge in the golf club case found exactly the opposite.

 

"In the instant case all of the members of the club were maintainers of the oil tank and all were guilty of the strict liability offence of causing the leak."

 

Hence the importance of formally limiting members' liability other than relying on a judge interpreting 90 yr old case law.

[dpgibbons]

That case did not overturn the restricted liability of association members established previously.

 

As I said before, in practice it is the managers of an association and not the members who are most at risk of legal liability and protecting the former is the main reason why associations choose to incorporate. The NGS say that their proposal is motivated by the need to protect not just officers but members, which is a reasonable way of putting it.