Concerning the Clubs Articles of Association

When the club incorporated in February 2021 it adopted the default model AoA for a private limited company limited by guarantee.  These were available on Companies House for all to see.  These articles were unsatisfactory for a number of reasons in particular because they did not mandate an AGM, and these had no provision specifying that the club was a ‘not-for-profit’ organisation. 

Martin Pearn drafted alternative articles of association specific for the club and published these on the club website.  [Version 7.1 dated 14 April 2021Exhibit 1.]  These were considered to be the club’s de-facto articles.   These articles were used by Martin and subsequently Bryn as the basis for the guiding club’s conduct of business for general meetings and so on.

Also, Martin Pearn had posted the custom articles on the clubs Website.

In 2022, it was realised that our official articles were those registered on Companies House.  The articles on Companies House needed to be replaced with our own version. 

Martin had made a good start to set out the key points in the document.  In his 18 months in office Bryn made some changes to the Articles based on feedback and up issued them to version 7.2.

Bryn handed over the clubs AoA document to Lina in September 2022.  There was then an exercise to update the articles with more details to describe separately the responsibilities of Directors and the non-Directors (committee roles) plus an expansion of the winding up provisions and extra articles about membership.  T

Ideas were borrowed from other incorporated club’s articles.  There was a deliberate effort to keep the articles written in plain English to the greatest extent practicable so that the AoA could be easily understood.  Paul Millsom (then Press Secretary) volunteered to help and made a substantial contribution with additional details and some definitions.

Drafts were shared and reviewed with all the Directors over a period of a few months as the document was incrementally developed to include everyone’s suggestions and ideas.

The final review and revisions were made to the document by Peter Simpson before it was subsequently shared with the wider committee for comment.  Thereafter the AoA was circulated to all members approximately two months in advance of the AGM seeking input and comment from the full membership.

The final AoA were circulated prior to the AGM with sufficient notice to support a special resolution for their adoption at the April 2023 meeting when these were past unanimously by all those attending.

The articles were voted on a second time at the adjournment of the AGM 10May2023.

The Articles were not considered to be perfect by the author(s) – indeed there was an expectation that in utilising them throughout the year that changes would be proposed for members consideration at each subsequent AGM. 

The then Club Secretary (Lina) understood the articles and was confident on operating with these throughout the year without any need for legal advice.  Had there be no change in the Club Secretary role then the club would likely have accumulated a simple list of amendments to the AoA to be considered in the April 204 AGM.  These would have been drafted in plain English to address any omissions or modifications as proposed by members, the committee, or the Directors.

There are examples of running club’s articles that are simple plain English to be found on the internet.  There are also complicated versions in legal language that are hard to understand and take more time and effort to read and comprehend.  An example of more complicated but comprehensive articles can found on England Athletics with 38 pages and 132 articles.

https://d1laub10p5ibfa.cloudfront.net/2023/04/Articles-of-Association-Adopted-15.10.22.pdf

Users of documents such as that linked above with find referencing to be taxing and the document easy to misinterpret.  There is a possibility that casual readers will find the document incomprehensible.  In a word difficult to apply.

Any new articles will require the approval of members with the 75% majority vote at an A.G.M.  There is a risk that any new AoA document written in legal language might be rejected for reasons of incomprehensibility.  There is also a risk of incurring a large expense on legal fees that results in an overcomplicated and barely useable long document. 

As we are only an amateur running club of limited means and not a large commercial entity any value for lawyer-written AoA is questionable and difficult to justify. Does it make sense to expend large sums from our funds on lawyer constructed articles considering the risk and the possible adverse outcomes?

An Alternative Approach.

Forming a subcommittee with members who have some legal knowledge to improve the Articles of Association as part of a consultation exercise could be a cost-effective and inclusive way to achieve the desired outcome. Here's why:

Benefits of a subcommittee approach

Reduced Costs:   Utilizing members' existing legal knowledge can significantly reduce the need for expensive external legal counsel.

Increased Ownership: Involving members directly in the revision process fosters a sense of ownership and understanding of the AoA.

Improved Clarity:  A subcommittee composed of members with diverse perspectives can help ensure the revised AoA is clear, concise, and relevant to the club's needs.

Enhanced Engagement:   The consultation exercise can generate valuable feedback from members, leading to a more representative and accepted final document.

Ease of Maintenance by the Club: A set of articles developed internally can be more easily maintained and updated at each A.G.M.   Should the club commission a legalised version then it might need to consult lawyers each year for supporting further revisions to the document – giving rise to costs and timescale for such changes. 

Increase likelihood of Acceptance:  A plain English version developed by a sub-committee of members is more likely to find acceptance by the wider membership as a consequence of the consultation process and engagement.

Interim Version Checkpoints:   As the document is developed Interim versions with tracked changes can be shared with a wider interested audience for their feedback.

Ease of Using the Final Product:  The Club Secretary can lead the exercise to update the articles and at each stage gain familiarity with document and all changes.  So that the final product will be familiar and easily put to use.

Here are some steps to consider for implementing this approach:

1.  Identify Subcommittee Members:   Seek volunteers from the club membership who have legal knowledge or experience. You could also consider inviting members with strong writing and communication skills to participate.  As an incentive for members to contribute to this activity the club will pledge in advance a specific amount of the financial savings that will be gifted to animal charities or sanctuaries of their choosing when the exercise is completed.

2. Provide Training and Resources: If needed, offer basic training on the relevant legal aspects of AoAs or provide resources for the subcommittee members to educate themselves.

3. Facilitate the Consultation Process: Establish a clear process for the subcommittee to review the existing AoA, identify areas for improvement, and draft revisions. This could involve holding meetings, setting deadlines, and utilizing online collaboration tools.

4. Gather Member Feedback: Share the revised AoA with the wider membership for feedback. This can be done through online surveys, focus groups, or dedicated information sessions.

5. Incorporate Feedback and Finalize the AoA:   Consider the feedback received from members and make appropriate adjustments to the revised AoA before presenting it for final approval at the AGM.

By following these steps, Vegan Runners UK Ltd can leverage the expertise and enthusiasm of its members to create a clear, compliant, and member-friendly set of Articles of Association, all while saving valuable resources.

Effective communication and transparency throughout the process are crucial for success. Keep members informed about the progress, address their concerns, and encourage their participation. This will help build trust and ensure that the revised AoA reflects the collective interests of the club.

I hope this information is helpful!