Company Law or Companies House Guru on the Forum?

Stuart Mitchell

Stuart Mitchell

Well-Known Member
Trade Member
One that might offer advice in return for sharp steel 😂

I am thinking about getting involved with a group of crazy old people who are currently ‘managing’ a small social club that I attend. Very badly.

I put my name down to potentially become a Director at the AGM in a couple of weeks.

Irregularities are already beginning to unravel.
 
I would advise you to resign before you are apppointed.

The exact situation depends on what you mean by Director ie whether that has meaning under the Companies Act or is just an honorific title.

Assuming it is some form of a Limited Company (probably limited by guarantee for a social club) then if the other Directors are exceeding their ostensible authority (as defined in the Articles) or the Company is in breach of the Companies Act them you lose the protections afforded to Directors of a Company. Anyone with a grudge and a wallet can then look through the Company and sue the Directors personally.

If it’s honorific then it is even worse.
 
Moose67 said:
Give it a sensible look and consider walking away if if's too close to your doorstep or social circle
Company directorship is being tightened up and the potential personal liabilities may not be worth it - if the 'old guard' cant let go
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NullMac said:
I would advise you to resign before you are apppointed.

The exact situation depends on what you mean by Director ie whether that has meaning under the Companies Act or is just an honorific title.

Assuming it is some form of a Limited Company (probably limited by guarantee for a social club) then if the other Directors are exceeding their ostensible authority (as defined in the Articles) or the Company is in breach of the Companies Act them you lose the protections afforded to Directors of a Company. Anyone with a grudge and a wallet can then look through the Company and sue the Directors personally.

If it’s honorific then it is even worse.
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I think both of these are probably great pieces of advice that I might not take, sorry :lol:

I do mean a Director as in meaning under the Companies Act. The business is run as a Limited Company registered with CH.

The place is on my doorstep and is a great old place, beautiful grounds, bowling green, two full-size snooker tables and a nice function room on the ground floor, we all know the type of place. It is a real gem and is so underutilised for so many reasons; it is untrue.

The old Guard definitely does not want to let go. The current Chairman has been so for around 35 years.

If something isn't done, the whole area will lose it.

On Saturday, I added my name to a sheet of paper on the wall in there for anyone who wanted to potentially wanted to become a Director at the upcoming AGM.

They stopped resigning by rotation and standing for re-election a good few years ago, obviously to prevent or at least restrict any new Directors joining (I am convinced they have something to hide), and I am far from alone in that opinion.

I called the Chairman this morning. My request was for a few previous AGM/Board meeting minutes. It is common knowledge that the Board meet every week, but there is zero communication regarding anything to the members. I wanted to read the minutes by way of a little due diligence. Interested in what they talk about, how the meetings are handled, etc., etc.

He answered that they don't have minutes, because they don't have meetings.

I explained that everyone knows that the Board meet every week, on a Tuesday currently, at 8pm, in the club. Apparently, he says, they aren't meetings, they just meet for a pint and a chat about the club.

I tried to explain that it was a meeting.

I asked if they made any plans or decisions at the non-meetings, apparently they don't, just a pint and a chat about the club.

I could sit here now and list dozens of important decisions that have been made and enacted by that Board over the last year.

No meetings, no minutes.
 
How many people are unhappy with the present regime,Is there a rules and regulations book for the club that over the years that has gone out of use,Can the present board be voted out by a show of no confidence.Seems that the old guard will be very reluctant to give up their own private club.
 
Weekly meetings seem extreme, are they making decisions in which case they are meetings with agenda's and minutes, otherwise just a pint among friends.
 
Every Limited company either 'adopts' the standard Articles of Association or writes their own, which are then used for their company. There are stipulations for at least an annual AGM, minutes etc. You can download from Companies House their articles for a small fee. As a club/company, there are quite strict rules on what they have to abide to.
 
i have to say it sounds like a proper PITA and things will likely get very acrimonious to unseat the current lot , but unseated they must be by the sounds of it

get the facts and evidence and support and it should be possible but don't think for a second that they will go easily !
 
a group of crazy old people who are currently ‘managing’ a small social club that I attend. Very badly.
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Many clubs are fuelled by apathy in the general membership
unless a majority of voting members share your views and turn up at the AGM your chances of success are very low
and a single Director change may be insufficient to steady the ship as the 'old guard' will likely nod & smile and then carry on regardless around you
#sorry
 
Stuart Mitchell said:
I think both of these are probably great pieces of advice that I might not take, sorry :lol:

I do mean a Director as in meaning under the Companies Act. The business is run as a Limited Company registered with CH.
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Suppose you are appointed a Director of this entity. Unless you are able to arrange a majority vote on the Board, or whatever other quorum you may need under the company rules, you may well find yourself unable to take any of the action which you think is necessary. If there are no meetings, then you may find there is no way to make a decision.
I wouId strongly suggest you have a strategy supported by others before you act.

Stuart Mitchell said:
The place is on my doorstep and is a great old place, beautiful grounds, bowling green, two full-size snooker tables and a nice function room on the ground floor, we all know the type of place. It is a real gem and is so underutilised for so many reasons; it is untrue.

The old Guard definitely does not want to let go. The current Chairman has been so for around 35 years.

If something isn't done, the whole area will lose it.

On Saturday, I added my name to a sheet of paper on the wall in there for anyone who wanted to potentially wanted to become a Director at the upcoming AGM.

They stopped resigning by rotation and standing for re-election a good few years ago, obviously to prevent or at least restrict any new Directors joining (I am convinced they have something to hide), and I am far from alone in that opinion.\
Click to expand...
The first thing to do is to examine the documents available from Companies House - the articles or memorandum of association - for the rules around mettings and how the company is managed, what type of company it is etc.; and the annual reports - for details of the finances, review of the business, whether there are other, related companies and details of the accountants / auditors; and accounts - for e.g. whether they are siphoning off money to their pensions, taking excessive salary or similar. You can also check the directors’ other directorships which may reassure/ring alarm bells.


Search the register - Find and update company information - GOV.UK

Free company information from Companies House including registered office address, filing history, accounts, annual return, officers, charges, business activity
find-and-update.company-information.service.gov.uk find-and-update.company-information.service.gov.uk


Stuart Mitchell said:
I called the Chairman this morning. My request was for a few previous AGM/Board meeting minutes. It is common knowledge that the Board meet every week, but there is zero communication regarding anything to the members. I wanted to read the minutes by way of a little due diligence. Interested in what they talk about, how the meetings are handled, etc., etc.

He answered that they don't have minutes, because they don't have meetings.
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They are legally required to have a minimum number of meetings and take minutes as set out in their memorandum/articles of association.
Stuart Mitchell said:
I explained that everyone knows that the Board meet every week, on a Tuesday currently, at 8pm, in the club. Apparently, he says, they aren't meetings, they just meet for a pint and a chat about the club.

I tried to explain that it was a meeting.

I asked if they made any plans or decisions at the non-meetings, apparently they don't, just a pint and a chat about the club.
Click to expand...

If, as appears to be the case, the Chairman of the board is telling you that the Board has done nothing to manage the company, then there is obviously a serious failing.
Stuart Mitchell said:
I could sit here now and list dozens of important decisions that have been made and enacted by that Board over the last year.

No meetings, no minutes.
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It is possible that members of the club may also be members/shareholders of the company as well. If this is the case, it may give you some standing to act. Who are the shareholders?
If you don’t have any standing, the possibility of adverse publicity or formal complaint to the relevant regulator, may concentrate the minds of the board.

I don’t know what it is that you think they may have done wrong (a deed/ a failure to do), but there are situations where shareholders can force a whole board to resign.
 
I can't claim to be a formal expert on any of this but am a trustee of a couple of charities (including a failing basketcase of a local charity) and on the committee of a local community Interest club and have looked into this somewhat to put my mind at rest for personal liability

They may be entirely right in that those are not formal meetings - there will almost certainly be a requirement for one AGM per year but unlikely to be a formal requirement for any set number of meetings so they may just not have any formal meetings of the board/committee. There is also unlikely to be any specific guidance in the constitution regarding matters or spending levels which must go before a formal committee Vs not
Those same people meeting for a chat even if it is in relation to club business does not constitute a meeting unless they choose to make it such.

Notwithstanding the above, as the management group - be they directors/trustees/committee - officially appointed or by virtue of common practice in the club - have a legal duty to make responsible financial decisions and be in a position to justify those decisions should they need to. so if decisions regarding club funds and equipment are being made over a pint they may not be directly against company law or the constitution of the club but failing to keep records regarding the decisions is reckless and stupid on their part

it is also worth highlighting that if the club has "employees" (even an occasional cleaner or paying someone to run the bar) the management have a number of responsibilities regarding employee safety and procedures which cannot be shirked and come with significant liability


my experience to date tells me you would very likely be banging your head against a wall to get anything done if the old guard aren't ready to move on,
But from a personal liability standpoint, if you join and take personal notes of any decisions made at formal/informal meetings and raise by email the requirements for policies and procedures in relation to employees and the safety of members and highlight that overall the policies dont follow best guidance then your own personal liability will likely be very low
 
weblyish said:
I can't claim to be a formal expert on any of this but am a trustee of a couple of charities (including a failing basketcase of a local charity) and on the committee of a local community Interest club and have looked into this somewhat to put my mind at rest for personal liability

They may be entirely right in that those are not formal meetings - there will almost certainly be a requirement for one AGM per year but unlikely to be a formal requirement for any set number of meetings so they may just not have any formal meetings of the board/committee. There is also unlikely to be any specific guidance in the constitution regarding matters or spending levels which must go before a formal committee Vs not
Those same people meeting for a chat even if it is in relation to club business does not constitute a meeting unless they choose to make it such.

Notwithstanding the above, as the management group - be they directors/trustees/committee - officially appointed or by virtue of common practice in the club - have a legal duty to make responsible financial decisions and be in a position to justify those decisions should they need to. so if decisions regarding club funds and equipment are being made over a pint they may not be directly against company law or the constitution of the club but failing to keep records regarding the decisions is reckless and stupid on their part

it is also worth highlighting that if the club has "employees" (even an occasional cleaner or paying someone to run the bar) the management have a number of responsibilities regarding employee safety and procedures which cannot be shirked and come with significant liability


my experience to date tells me you would very likely be banging your head against a wall to get anything done if the old guard aren't ready to move on,
But from a personal liability standpoint, if you join and take personal notes of any decisions made at formal/informal meetings and raise by email the requirements for policies and procedures in relation to employees and the safety of members and highlight that overall the policies dont follow best guidance then your own personal liability will likely be very low
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Directors and Officers (D&O) insurance also helps with peace of mind.
 
Joined committee a well known shooting organisation mem and arts said members invited to agm every year……. Many years gone by no agm I tried to organise one but failed. Left organisation, I was very exposed as nobody was following constitution. That was a while ago (5yrs?) still no AGM for that org. Well out of it. Tread carefully is my advice.
 
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