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If the Region decides to incorporate and become a company limited by guarantee, there will be some important changes to the way the region/company operates mainly because it will be subject to the Companies Act 2006. This short articles outlines one of these areas.
Currently when clubs affiliate to the Region and to Swim England (SE) they are able to access a range of benefits and opportunities for their members. Although swimmers automatically become members of Swim England, adults have to make a positive decision to become a Swim England member.
Membership of Swim England and affiliation to the Region/Swim England will not change when the Region decides to incorporate but it is important to note that membership of Swim England and of Swim England North West Ltd. Are not the same.
A company limited by guarantee (which SENW Ltd. will become) does not have any shares or shareholders but is collectively controlled through its members (or guarantors). For SENW Ltd. the clubs will not own the company but can exercise significant control through attendance and voting at the company’s general meetings.
For any club to become a voting members, they must agree to do so and their application must be accepted by the Directors of the Company. Therefore, it is intended that SENW Ltd. will ask all existing and future affiliated clubs to become member of the Company. However, there is a legal wrinkle here: since unincorporated clubs do not have a legal identity, they will need to have to formally appoint someone to represent them, and vote at any general meetings.
Voting members of the company will be (a) representatives of those clubs who have elected to become members, (b) the directors, (c) past presidents and (d) life members. These are the ‘members’ for the purposes of the Companies Act and are those who will control the company.
Non-voting members are other volunteers that work on behalf of the Region.
All members may attend general meetings and speak, but only voting members have voting rights to elect the board of directors, chair of the company, finance director etc. In accordance with the Companies Act, the voting members of the company are required to guarantee that they will contribute a pre-determined amount of money toward the company’s debts if the company is wound up. For SENW Ltd. this will be £1.
All companies are required to maintain a Register of Members setting out the members’ name, contact details, and the date on which each member became or ceased to be a member. For a club, the entry will include the clubs’ name, address and their representative’s details. This register will not be made public although there is a right of access to other members.
When members agree to become a member of the company their names will be entered in the register of members.
The non-voting members are not entered in the Register of Members.