GALA RFC. otax Status oclub Structure. 17 August, 2016 RM Sutherland, MSc: Gala Rugby 1

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1 GALA RFC otax Status oclub Structure 17 August, 2016 RM Sutherland, MSc: Gala Rugby 1

2 Why consider this right now? Legally enforced changes Good practice New opportunities Revitalise, Transform, Modernise 17 August, 2016 RM Sutherland, MSc: Gala Rugby 2

3 Problem: If good practice wasn t reason enough for change. o Taxman (Her Majesty s Revenue & Customs) introduced new regulations that did not allow GRFC to continue beyond 1 April 2016 with beneficial Community Amateur Sports Club (CASC) status. Solution: o Develop a new business model enabling GRFC to secure enhanced taxation & financial advantages. 17 August, 2016 RM Sutherland, MSc: Gala Rugby 3

4 Constitutional Structure GRFC has been constituted as an Unincorporated Association, with potentially unlimited liabilities on officials and members. Other available corporate formats can provide limited liability for officials and members: Company Limited by Guarantee or by Shares Industrial & Provident Society Scottish Charitable Incorporated Organisation (SCIO) SCIO is an attractive, less complex option. 17 August, 2016 RM Sutherland, MSc: Gala Rugby 4

5 SCIO explained New simplified legal form for Scottish charities Only has charitable purposes / provides public benefit Regulated by OSCR (not Companies Office or HMRC) Incorporation without hassles of becoming a company Own distinct legal persona, with limited liability Only exists as long as it retains charitable status Must wind up if it loses charitable status 17 August, 2016 RM Sutherland, MSc: Gala Rugby 5

6 Charity Status & Regulation OSCR = Office of the Scottish Charity Regulator Charities and Trustee Investment (Scotland) Act 2005 Charities & SCIO s must pass OSCR s Charity Test Must have only charitable purpose(s) Must provide public benefit To pass the Charity Test, essential to avoid: Public disbenefit Private benefit Unduly restrictive conditions 17 August, 2016 RM Sutherland, MSc: Gala Rugby 6

7 Successful organisations: Brilliant people with good leadership & shared focus within the right structure Winning Strategies: play to win, to succeed Effective Delivery: culture of excellence, in every role Competitive Advantage: key to success, differentiate or do the same things better Modern Structure: responsive, efficient, accountability & responsibility 17 August, 2016 RM Sutherland, MSc: Gala Rugby 7

8 Re-structuring opportunities Renew, develop & improve all aspects of the club. Attract new funding streams & financial benefits Catalyst for change, to unite & stimulate progress Enhance efficiency and performance throughout Renew the image, re-brand, refresh GRFC identity Create an up-to-date vision & new strategy for success Improve management, governance, communication Develop community presence, become a sports hub Build appropriate commercial activity & generate revenue 17 August, 2016 RM Sutherland, MSc: Gala Rugby 8

9 Vision Build rugby at the heart of community sport in Galashiels. Sporting opportunities for all players, volunteers, coaches and spectators representing the wider community. Cohesive environment fostering excellence & best practice. Fit-for-purpose modern club attracting resources & support. Inclusive, enterprising, participative social sporting community. Mission Statement To be a sustainable club pursuing rugby success, performance and inclusive sporting participation across all sections of the Gala community 17 August, 2016 RM Sutherland, MSc: Gala Rugby 9

10 Positive Outcomes All Round Senior Section Youth Section Volunteers & Match Day Assistants Girls & Women s Rugby Supporters, Media & Community Clubs GRFC Staff & Operations Executive Board Rugby Academy Development Manager / Officer All Members 17 August, 2016 RM Sutherland, MSc: Gala Rugby 10

11 Proposed SCIO Structure: all behind the scenes (Scottish Charitable Incorporated Organisation) Benefactors Donations under Gift Aid Gift Aid New charitable funding sources Taxation benefits Grants Gala Rugby & Community Sports Club (SCIO the core club) Management of all core operations and activities Executive Management Board / Charity Trustees Sub-Committee Management Property Ownership & Management Community Sport & Business Development Charitable Activities & Staff (Club Manager, Rugby DO s & community coaches, etc.) Membership Subscriptions & Gift-Aided Donations Company Surpluses Donated under Gift Aid (gaining major tax benefit) GRFC Limited (Wholly-owned by SCIO) Trading Subsidiary Company Board of Directors, including Independent Director(s) - all appointed by SCIO Rugby costs players / coaches, etc. Gate Revenues Sponsorship Bar, Catering & Functions Staff Commercial Activities Youth section, development and academy Finance, sponsorship & fundraising Marketing and communications Facilities and clubhouse Rugby, training and playing 17 August, 2016 RM Sutherland, MSc: Gala Rugby 11

12 SCIO core community club Inclusive, focused sub-committee governance & management Sub-committees all meet for at least quarterly governance meetings Executive Management Committee (Charity Trustees) elected President chairman, on sub-committees, represents & leads club Vice-President supports President, on sub-committees Treasurer management & control of club finances, accounts, etc. Secretary secretarial duties, correspondence, minutes, notices Business Director sponsorship, marketing & communications, membership, fundraising, facilities, club manager, club administrator, sevens, external funding, etc. (via sub-committees) Director of Rugby junior, academy, senior, rugby DO s, sevens Trustee various duties, sub-committees (e.g. development, funding) 17 August, 2016 RM Sutherland, MSc: Gala Rugby 12

13 SCIO core community club Inclusive, focused sub-committee governance & management All come together for at least quarterly governance meetings PRESIDENT & VICE-PRESIDENT DIRECTOR of RUGBY SECRETARY BUSINESS DIRECTOR TRUSTEE TREASURER Management Sub-Committees Rugby: Development, Age-Grades & Academy, Women s & Girls, Senior, Coaching, Squad Management, Fixtures, Playing & Training Facilities Annual Seven-a-Side Tournament Marketing, Communications, Functions, Bar & Catering Facilities, IT, Health & Safety, Asset Development Management, Administration & Membership Finance, Funding, Sponsorship & Fundraising 17 August, 2016 RM Sutherland, MSc: Gala Rugby 13

14 Subsidiary Trading Company: Board Cross-over appointments from SCIO Wholly-owned by the SCIO Trading Company Board of Directors all appointed by SCIO Chairman Finance Director (Club Treasurer) Secretary +/- 2 Independent Directors Business Director Director of Rugby 17 August, 2016 RM Sutherland, MSc: Gala Rugby 14

15 Milestones 2016 Agree to undertake re-structuring review Report with proposals presented to EB / GC GRFC officials elected & new structure proposals detailed to members July GRFC accounts / new structure approved & SCIO officials confirmed in GM August SCIO registration with OSCR September/October Trading subsidiary in place September/October SCIO appoints officials including independent director(s) to subsidiary September/October New structure operational September/October 17 August, 2016 RM Sutherland, MSc: Gala Rugby 15

16 Out of the engine-room, up on to the bridge Questions? 17 August, 2016 RM Sutherland, MSc: Gala Rugby 16