By Richard Spencer
(Executive Member)

The Executive will propose a motion at the AGM seeking the Membership's authority to incorporate the MCofS.

Some members will say, “About bloody time, too!” and go and look for a pint of 80/-. Others, however, will want to know what this involves, what it will cost, and why we need spend valuable time on such formality.

Currently your MCofS is an “unincorporated association”, or to put it a little more clearly, a bunch of nice people. No more. No less.

An “unincorporated association” has no legal existence at all. It cannot sue, or be sued (but the individual member who signed whatever paper is being shaken under his or her nose can be sued for every brass farthing that (s)he is worth). It cannot own land. More important, in reality, is that in our increasingly accountable, transparent and bureaucratic world, no public or lottery funding is going to be available very soon now to bodies whose legal status is not neatly pinned down and we receive grants from sportscotland and SNH.

Members of the MBA will know that that body's recent incorporation was painless. We intend that the MCofS should follow the same path.

We hope that the membership will approve the proposal that the MCofS becomes a “Company Limited by Guarantee”, that is to say a company without shareholders, which distributes no profits. Each member of such a company undertakes that if (and only if) the company goes bust, (s)he will pay a single sum, not exceeding a year's subscription (or perhaps a fixed sum, like, maybe £25) into the ruin, but has no further liability.

What will incorporation cost? The expenses of setting up as a company will, we understand, be covered by SportScotland. The on-going running costs of being a company, over and above our current normal administrative expenses, involve the payment of fixed, standard fees to Companies' House when documents are filed, and are not excessive.

What changes does this mean to how we operate? The changes required at the AGM will mean only those issues pertinent to a 'company' in company law, such as election to the board (the new name for the Executive Committee) can be discussed. The way in which we discuss and agree new policies would have to change – perhaps be done in a separate 'Members Forum' like the BMC? And members should realise that there would no lawful requirement for the directors to adopt anything at such a forum (although they would be silly not to alienate the members by so doing).

Your Executive hopes to carry the membership with it on this matter, which has nothing whatever to do with our Mountaineering, but is important to having a strong, organised, and accountable body which can put the Mountaineering community's views and interests to Government and other bodies firmly and effectively.

Follow up article - Feb '06

 YOUR COMMENTS 

Neil Cuthbert of Edinburgh JMCS writes:
I very much agree that MCofS should incorporate. I do however take the view that MCofS should follow the example of MBA and become a company and charity.

MCofS would qualify as a charity as its primary goal is the promotion of amateur sport. There is nothing to stop a charity charging for services it provides.

HM Revenues & Customs have lots of useful information on becoming a charity in Scotland here: http://www.hmrc.gov.uk/pdfs/ir2004.htm#1

The new regulator for charities in Scotland is the Office of the Scottish Charities Regulator: http://www.oscr.org.uk/

Can I therefore ask that the membership is given the option of incorporation as a charity at the AGM on 18 June?

John R. Porter writes:
It sounds as though it would have financial advantages but would weaken accountability of the EC (or 'board') to the membership. I'm not sure I like that, especially as the EC has already taken a controversial stance on wind farms without, in my opinion, consulting the members adequately.

What's the status of the BMC?

Kevin Howett (MCofS National Officer) replies:
To answer John's question about the BMC; the BMC became incorporated several years ago (as a Company limited by Guarantee and not a charity). They had to alter the way their AGM worked slightly by having two seperate meetings, one for the business of the AGM of the company itself as required by company law, and then a seperate members forum, which allows members to raise issues about the BMC and mountaineering/walking for discussion. It is my understanding this latter forum does not have the powers of the previous AGM, as anything discussed is not 'constitutionally' bound and voting on policy issues or actions are not binding on the 'Board'. Although the 'board' of the BMC would be foolish to go against their wishes totally, and they have acted on points brought up in the forum.

The MCofS could do likewise if it constituted.

Neil Cuthbert further asks:
Is it intended that all current MCofS Executive Committee members would become Directors of the proposed new company?

Richard Spencer responds to John:
"... without, in my opinion, consulting the members adequately." is an entirely legitimate point, but not one that I agree with! "Consultation" has two sides, the consultee and the consultor. Of our 10k members, about 100 turn up for AGMs, and they (or their families) may well have better things to do with a June week-end and 250 miles worth of fuel. Executive ideas ARE floated in the Scottish Mountaineer, but do not often excite much response. How many responses have we here, to the important matter of incorporation?

Re AGM, Kev is right that the AGM is restricted to doing stuff that is on the Agenda. It would be hardly fair to vote on binding resolutions which members had no prior warning of when they decided whether to turn up or not! What we need is for groups of members who do have wishes, plans or just views that they think the body should adopt, to present, before the closing date motions, appropriately proposed and supported, for debate as part of the AGM (which might take more time, but that IS what AGMs are for!

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