Incoporated Clubs

[Bob Mehew]

The topic of becoming an incorporated club has just been raised within a club I belong to, the primary reason cited being to minimise the risk of being sued to the trustees. I note there are some 150 plus clubs listed by the BCA as member clubs. It caused me to wonder how many clubs had taken this route as I can only think of 4; the BEC, BPC, CPC and SMCC. I wondered how many others have also gone this way and if any did not 'own' a hut, the usual reason for having trustees. (Please note this is not the same as being a charity, unless the club has become a company or a Charitable Incorporated Organisation.) Any suggestions.

 

[andrewmcleod]

I don't know the reason the SMCC incorporated (although I would guess it's the same reason as the BEC) but the other three at least have significant non-caving-related potential liabilities which would fall outside of BCA insurance.

The MCG is (I think based on brief googling) a CIO (i.e. incorporated) but I don't know if they did this for liability reasons or just for simplicity since they were previously a registered charity.

 

[mikem]

Apart from all those named above, Companies house lists: Derbyshire CAVING CLUB LIMITED (access to alderley copper mines), FERMANAGH CAVING HUT LTD. IRISH CAVING DIGS COMMUNITY INTEREST COMPANY, LANCASHIRE CLIMBING & CAVING CLUB LIMITED (huts at coniston and Blaenau Ffestiniog), ULSTER SPELEOLOGICAL SOCIETY & CAVING CLUB LTD (have a funding page for Fermanagh hut)

 

[mikem]

Also ACHILLE RATTI CLIMBING CLUB LIMITED (huts at Bethesda and 2 in Lakes), THE BOWLINE CLIMBING CLUB LIMITED (hut near Llanberis), THE FELL AND ROCK CLIMBING CLUB OF THE ENGLISH LAKE DISTRICT LIMITED (5 huts in Lakes, 2 in Scotland), , CARLISLE MOUNTAINEERING CLUB LIMITED (hut in Northern Lakes), THE CHAMOIS MOUNTAINEERING CLUB LIMITED (hut in Snowdonia), two others listed as clubs are actually businesses, plus various dissolved ones

 

[mikem]

GLOUCESTERSHIRE MOUNTAINEERING CLUB LTD (hut near Llanberis), MP MOUNTAINEERING CLUB LTD (have a Flickr page), X ABA MOUNTAINEERING CLUB LIMITED (ex Aberystwyth uni, no hut), YORKSHIRE MOUNTAINEERING CLUB LIMITED (hut at coniston), CARN DEARG MOUNTAINEERING CLUB LTD (hut in Cairngorms, but have dissolved their company status in 2022), METROPOLITAN POLICE MOUNTAINEERING CLUB LIMITED (dissolved in 2020). BMC is incorporated, as are mountain training England, Scotland and UK, plus mountain rescue England and Wales, and various teams:

Mountain rescue - 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

 

[mikem]

The rescue teams are CIOs, including CRO, DCRO, SCRO and PENINSULA MOUNTAIN AND CAVE RESCUE ASSOCIATION, as are MCG, ROYAL AIR FORCE MOUNTAINEERING ASSOCIATION, SKYE CLIMBING CLUB and SOUTH NORFOLK CLIMBING CLUB (the two that appear to be not for profit businesses)

BEC, SMCC, BPC, CPC, Bowline, Fell and Rock, Carlisle, Chamois and Yorkshire MC are registered societies

Most of rest seem to be (or were) Private companies limited by guarantee without share capital

 

[aricooperdavis]

The rescue teams are CIOs, including [...] PENINSULA MOUNTAIN AND CAVE RESCUE ASSOCIATION

PenMaCRA isn't actually a rescue team, it's the organisation that represents the interests of the rescue teams (mountain and cave) in the region. Think the difference between LDSMRA and, say, Wasdale MRT.

The BCRC rescue teams in the South West are West CSRT, East CSRT, and DevCRO. All of which are CIOs.

 

[wellyjen]

The rescue teams are CIOs, including CRO, DCRO, SCRO and PENINSULA MOUNTAIN AND CAVE RESCUE ASSOCIATION, as are MCG, ROYAL AIR FORCE MOUNTAINEERING ASSOCIATION, SKYE CLIMBING CLUB and SOUTH NORFOLK CLIMBING CLUB (the two that appear to be not for profit businesses)

DCRO is an unincorporated charity, not a CIO. The local body for the Peak District Mountain and cave rescue teams, PDMRO did change to a CIO structure a few years ago.

DCRO doesn't own it's base, but leases it. A different approach is used for the lease as an unincorporated body can't enter in to that sort of contract.

My caving club did look in to incorporated status a while back. Our conclusion was that it wasn't worth it, as the individual liability risk was acceptable as long as we kept within the BCA insurance rules and had their legal and liability cover. The caving clubs that have incorporated generally own huts and this allows contracts to be entered in to by the club, rather than by individuals within the club.

 

[martinr]

The MCG is (I think based on brief googling) a CIO (i.e. incorporated) but I don't know if they did this for liability reasons or just for simplicity since they were previously a registered charity.

We first considered Incorporation in the 1980s but after a face to face with HMRC it was agreed that it wasn't suitable then. But then we blew up the cottage, claimed on the insurance, rebuilt it for less and invested the balance in stocks and shares. That's when our problems started....

The problem with being a Charity but owning land/buildings is registering the ownership with Land Registry. An unincorporated association can't "own" land. There are similar issues with our financial assets. As a Charity, all our assets (land, building, investments) were vested in the Trustees, and every time a Trustee changed all the records need to be updated.

A CIO is an Incorporated Body and provides a solution to the problem of registering assets owned by the group whilst maintaining our charitable status. However, changing from a charity to a CIO wasn't a simple process and took a number of years to complete.

Liability wasn't the issue, the Constitution already indemnified the Trustees and Officers of the club.

 

[martinr]

We first considered Incorporation in the 1980s...

I should add that we'd already become a Charity in the 1970's, simply so that we could reclaim VAT when building our new cottage. That decision to become a charity was, in hindsight, the biggest mistake we ever made as it severely limits what we can do as a Club. Although it did have certain advantages tax wise, it wasn't the best option. Of course, once you become a Charity you cannot unbecome a Charity. We struggled on as an unincorporated association until the advent CIOs gave us a (partial) way out of our dilemma.

 

[Bob Mehew]

Many thanks to mikem for what I susect was a computer aided analysis and for the other comments, especially martinr observation on charitable status. Of the clubs listed by BCA, I total 8 as incorporated so far.

 

[mikem]

& if the club folds then all the assets have to be passed on to another charity with a similar aim.

About the register of charities - prd-ds-register-of-charities.charitycommission.gov.uk

register-of-charities.charitycommission.gov.uk

I simply did searches on companies house government website, so may have missed some more esoteric named clubs (i.e. don't mention caving, pothole, climbing or mountaineering)

I forgot DCRO could be Devon or Derbyshire, as Ari pointed out, it is the former

 

[wellyjen]

I forgot DCRO could be Devon or Derbyshire, as Ari pointed out, it is the former

I did too. Just assumed it was Derbyshire. My reply was about the Derbyshire team, for clarity.

 

[mikem]

Looking at the BCA club list, none of the cave[r], potholing or spel[a]eo(s) are listed, but BRIGHTON EXPLORERS CLUB and KENT UNDERGROUND RESEARCH GROUP are also CIO, as are THE CUMBRIA AMENITY TRUST MINING HISTORY SOCIETY and NENTHEAD MINES CONSERVATION SOCIETY (but not clubs as such).

THE GREAT ORME EXPLORATION SOCIETY LIMITED, CAVE ACCESS LTD and CHARTERHOUSE CAVING COMPANY LIMITED are all private, but access bodies (don't know much about first). LINDLEY EDUCATIONAL TRUST LIMITED, PEAK DISTRICT MINES HISTORICAL SOCIETY LIMITED(THE) and SHROPSHIRE MINES TRUST LTD are also private, as is THE WELSH MINES PRESERVATION TRUST, but don't know if that is same as the BCA member Society.

Interestingly entering Northern Boggarts brings up the Mexican Embassy, but they have no idea what to do with Ogoffydd Jeaunesse!

University of Leeds Speleologocal Association could do with a spell check...

 

[Bob Mehew]

Looking at the BCA club list, none of the cave[r], potholing or spel[a]eo(s) are listed, but BRIGHTON EXPLORERS CLUB and KENT UNDERGROUND RESEARCH GROUP are also CIO, as are THE CUMBRIA AMENITY TRUST MINING HISTORY SOCIETY and NENTHEAD MINES CONSERVATION SOCIETY (but not clubs as such).

THE GREAT ORME EXPLORATION SOCIETY LIMITED, CAVE ACCESS LTD and CHARTERHOUSE CAVING COMPANY LIMITED are all private, but access bodies (don't know much about first). LINDLEY EDUCATIONAL TRUST LIMITED, PEAK DISTRICT MINES HISTORICAL SOCIETY LIMITED(THE) and SHROPSHIRE MINES TRUST LTD are also private, as is THE WELSH MINES PRESERVATION TRUST, but don't know if that is same as the BCA member Society.

Interestingly entering Northern Boggarts brings up the Mexican Embassy, but they have no idea what to do with Ogoffydd Jeaunesse!

University of Leeds Speleologocal Association could do with a spell check...

Thanks mikem. THE WELSH MINES PRESERVATION TRUST does look different from the Welsh Mines Society judging by the web sites and linked addresses. So that makes 17 so far. I was hoping individual members of clubs who were incorporated might respond as well but your efforts are much appreciated.

 

[petejackson]

Nenthead Mines Conservation Society is a CIO. Before we changed to a CIO, we were an unincorporated charity. Changeover to a CIO was easy - template available on Charity Commission website. Being a CIO makes it easier to apply to some grant funding bodies. The end of year workload is not onerous. The model constitution covers a lot of options and provides a fair amount of protection to members with regard to how the organisation is managed by the Trustees. Since we became a CIO, we were able to take up land ownership. Overall, I personally believe that the CIO structure helps to protect the assets of the organisation. NB: this is all my personal view - not necessarily the NMCS opinion!

I was a Trustee of a charity, and a director of a company limited by guarantee, which became insolvent and both were dissolved. When this was all happening, it was mildly comforting to know that I was protected by these arrangements.

 

[ChrisB]

Craven Pothole Club is a Registered Society, a relatively new corporate form. I think Bradford PC may also be one.

 

[Bob Mehew]

Craven Pothole Club is a Registered Society, a relatively new corporate form. I think Bradford PC may also be one.

Yes, both are registered as registered societies which is one of a number of different types of mutual societies (such as co-ops). This group along with those who chose the company route, usually as a limited company, are corporate bodies which the law recognises as a distinct 'body' thus giving rights to do things like directly own property and enter into contracts. (Rather than have some living person(s) do so on behalf of the club.) If I have it correct, charitable incorporated organisation (CIOs) are a variation on a charity which has registered with the Charity Commission to be a corporate body. There are differences between who is eligible for each type of corporate body and also in what is expected of each type. Getting good advice before committing a club to one or other type is essential. And the law has changed over the decades so what might have been appropriate years ago, may not be today.

 

[Robert Scott]

The BPC & CPC moved from unincorporated clubs to incorporated bodies under the terms of the Industrial and Provident Societies Act 1965 so were then known as "Industrial & Provident Societies” and added the word “Limited” to the club name. However the Co-operative and Community Benefit Societies Act 2014 consolidated and replaced the previous Industrial and Provident Society Acts. So these incorporated bodies are now referred to as Registered Societies still retaining “Limited” after the club name.