GCMA begins incorporation process23rd October, 2013 by Jenny Yu
The Golf Club Managers’ Association (GCMA) has begun the process of incorporation, in which, if successful, it will be declared a separate corporate entity.
The attempted move is partly to reduce the exposure to risks that current members of the GCMA’s national committee face.
The GCMA has been the predominant association for managers of golf clubs since 1933. Currently about two-thirds of British golf clubs’ managers are members.
Any change like this to its articles of association will require majority support from voting members.
At present, the GCMA’s national committee members are ultimately personally liable in the case of any legal action against the association. However, under incorporation, it would be the new company that would be liable – and not its directors.
“At present the GCMA is an unincorporated association and consequently does not constitute a legal entity in its own right,” said the GCMA’s chief executive, Bob Williams.
“As a comparison, we are run as a club – by the members for the members. Under this arrangement we cannot own any assets, therefore at present we appoint three retired members as trustees who hold the legal title of the deeds for the offices and land in Weston-super-Mare. To incorporate means to transfer the business and the assets into the ownership of a limited company which, through its appointed directors, becomes the owner and operator of the business and becomes a legal entity.
“The important thing about incorporation is in relation to liabilities when things go wrong. If we were to suffer an unexpected claim which is not insured, and possibly uninsurable, then it is the company which remains liable and even if it cannot meet the claim there is no automatic recourse to our members or directors.
“Should this situation be compared to an unincorporated association when a claim cannot be met from the association’s funds, then it would be the members of the national committee who are liable to make up the balance.”
Bob stated that the GCMA will propose to its members that the overall responsibility for the management of the association, its assets and its affairs should rest with the directors once it becomes incorporated. However, the national committee would retain a leading role in shaping the GCMA’s direction.
“It is recognised that the role of the national committee is paramount to the overall effectiveness of the association and will remain in much the same guise as present,” he said.
“They will remain as the body to which the regional representatives are appointed to represent the views of the region. They will have the ability to influence and recommend strategy upon which the board will determine decisions. The articles of association will afford the directors the power to delegate and the ability to adopt a set of rules for the management of the association’s administrative functions. This will represent a two-tier structure where key operational responsibilities will be vested in the national committee who will have the ability to influence and make recommendations to the board, who in turn will be separated from the operational responsibilities and have more of a strategic role to perform.
“The directors will be responsible for determining the strategy and direction of the association, albeit this will require input and recommendation from the national committee as is deemed appropriate, plus the overall responsibility for the association’s financial affairs. It is proposed that the board will comprise of a minimum of six, and a maximum of eight, individuals and that it is a ‘skills-based’ board, not merely a representative one.
“In addition to a chairman, the chief executive and captain, the other key director roles will be finance, education and it is proposed that one of the board will be tasked as a representative of the national committee.”
Bob added that he will be touring the UK with the GCMA’s captain this autumn and spring to consult with members, before taking the proposal forward to the forthcoming annual general meeting.