Member consultation: new constitution for AGM approval

The club constitution may not seem the most exciting topic, but it is the foundation of our club.  At the AGM on 15th May 2022 the committee will propose resolutions to change the club constitution and to appoint new trustees as WPAL shareholders.  The changes to the constitution are required primarily to ensure compliance with the latest HMRC regulations, so it's essential that the AGM approves a new constitution. 

We want to give members plenty of time to review the proposed changes, ask questions and raise any concerns beforehand so that everyone is comfortable with the changes and the AGM approval is as smooth as possible.  Therefore we are providing draft versions now of the relevant documents for review - well in advance of the AGM on 15th May 2022. 

The club belongs to the members, so please read the draft constitution documents below and raise any questions/concerns to me (secretary@wilmslowhockey.org.uk) by Sunday 24th April 2022.  If there are any changes agreed as a result, we will circulate a final version for approval ahead of the AGM. 

Please take this opportunity to comment rather than wait until the AGM!  Thank you! 

Documents attached: 

• Summary of changes to the constitution – on one page (PDF) 
• Proposed new constitution – clean version, no markup (PDF) 
• Proposed new constitution – markup version based on the current version, with comments (MS Word) 
• Current constitution – for reference (Website) 
• Proposed Declaration of Trust for WHC trustees (PDF) 
• Draft resolutions for the AGM (PDF) 

Why do we need to change the club constitution?  

There are three main reasons: 

1. HMRC regulations: our Club is registered with HMRC as a "Community Amateur Sports Club (CASC)" and the club receives various benefits as a result (e.g. Gift Aid on donations).  In return, HMRC require us to adhere to certain principles - such as offering services to all without discrimination.  Such principles need to be enshrined in the constitution.  Our current constitution needs to be updated to comply with all the latest HMRC regulations. 
2. England Hockey best practice: in updating our constitution we have drawn heavily on the latest England Hockey best practice template.  For example, we have included new concepts such as "Sports Equity", the obligation to act with fairness and equality. 
3. Renewal: we have taken the opportunity to bring the constitution up to date with our current and intended practices.  For example, the new constitution makes reference to a President, an established role but absent from the current Constitution. 

Why should I trust the changes are in the club's best interests? 

The committee has taken a lot of care with the proposed changes to the constitution: 

• Continuity: the proposed Constitution is based on the current constitution and much of the original text is unchanged. We only made changes where we believe they are needed for one of the reasons above. 
• ACASC: we have joined, consulted with and taken advice from the Association of CASCs (ACASC).  ACASC has advised on our proposed Constitution, the resolution for the AGM and the associated trustee declaration. 
• England Hockey: we have drawn heavily on the England Hockey template and best practices, replacing outdated parts of the current constitution with the latest EH equivalent text. 
• Extensive review: we have reviewed and agreed the proposed constitution extensively within the committee, with the board of Wilmslow Phoenix Astro Limited (WPAL), with the shareholders of WPAL and with Wilmslow Phoenix Sports Club. 

Should I be concerned about the changes? 

No, there's no need to be concerned.  The changes are to protect the club for the future.  In practice, nothing will change for our members because we have already been following the spirit of the HMRC regulations and other changes. 

How does the new Constitution affect the relationship with WPAL?  

The new Constitution clarifies the relationship between WHC and WPAL – which is important to comply with the HMRC regulations.  In summary, the relevant changes to the Constitution are: 

• the WPAL shareholders' role as trustees of the hockey club is clarified 
• the WHC trustees (the WPAL shareholders) are required to follow the direction of the WHC committee (this is required for CASC compliance since the funding for the astro/WPAL was provided from WHC, including gift aid on donations); 
• in giving such direction, the WHC committee has an obligation to protect the commercial, profit making nature of WPAL. (This obligation is intended to prevent a future WHC committee taking decisions which benefit the hockey club in the short term, but compromise WPAL's obligations as an incorporated company). 

Who are the WPAL shareholders representing WHC? 

The existing WPAL shareholders representing WHC are Steve Kinsella and Keith Winterbourne.  They both want to hand over their shares to the next generation.  We will propose a resolution for approval at the AGM to appoint two new trustees/shareholders. 

We are using the following criteria to select candidates to be new trustees:  

• The candidate is a long standing member of the club and has demonstrated themselves to be a role model for integrity and the values of the club 
• The candidate is respected and trusted by the committee and members to look after the best interests of the hockey club, out pitch(es) and WPAL 
• The candidate has business/commercial/leadership experience to support WPAL as a commercial profit-making company 
• The candidate has no conflicts of interest and does not hold a committee position in the club or position in the WPAL board 
• The candidate is willing and able to agree the HMRC "Fit and Proper Declaration" and "Trustee Declaration". 

 

There's a lot to take in here which is why we are consulting members well in advance of the AGM. Please review the draft constitution and associated materials . If you have any questions, concerns or suggestions, please let met know by Sunday 24th April.  We will consider and incorporate any changes (if required) and send a final version of the constitution for approval ahead of the AGM.   

Jim Garside, Secretary, Wilmslow Hockey Club secretary@wilmslowhockey.org.uk