BGA CLG: Practicalities of Conversion

How we are proposing to Convert

This document deals with the practicalities of Conversion. There are several steps involved, as follows:-

Setting up the Company

Consultation with BGA Members

The AGM

Conversion

BGA Member's rights post-conversion

Setting up the Company

We have already setup the new Company, at a cost of £22. It has four Members who also act as its Directors: these are four members of Council, namely Toby Manning, Colin Williams, Mohammed Amin and Andrew Ambrose-Thurman. At the moment the Company has no assets - it is a "shell".

Consultation

We have consulted with Members concerning the details of the proposed incorporation. This consultation is available here.

As a result of this consultation, we made some changes to the Company's Articles which have now (as at 28 April) been frozen (with the possible exception of amendments to correct typographical or grammatical mistakes).

The AGM

The AGM, which was held online on May 26 at 19:30, was the AGM of the existing British Go Association. It elected a new Council, but this will have no jurisdiction over BGA CLG. The following motion was passed:

“Noting that:-

· the 2021 AGM agreed in principle to convert to a Company Limited by Guarantee

· Council has set up a Company Limited by Guarantee, named “The British Go Association” with Directors being four members of the existing BGA Council, and with Articles that have been previously circulated to all Members

this AGM agrees to transfer all its assets, including all intellectual property rights, to BGA CLG subject to the following conditions:

· BGA CLG invites all existing adult BGA members to become Members of the BGA CLG

· BGA CLG agrees to offer existing BGA Members, both youth and adult, who have not yet become Members of BGA CLG the same rights and privileges accruing to members of BGA CLG with the exception of the right to vote at General Meetings

· BGA CLG takes all reasonable steps to ensure that the composition of its Board is, as far as possible, identical to the BGA Council on the date which is seven days before the transfer date

· There is no change to the Articles of Association prior to the transfer date

the transfer date to be 3 months after all BGA members have been sent the invitation to become members of BGA CLG referred to above.”

This motion gives 3 months delay, to give time for BGA members to formally become members of BGA CLG so that it can “hit the ground running”.

The 2023 AGM will be the AGM of BGA CLG.

Conversion

On the Transfer Date the BGA Council, operating under the mandate of the AGM, will transfer all its assets to BGA CLG. Before transferring the assets, the BGA Council will also confirm that the Directors of BGA CLG are the same as the members of the BGA Council 7 days prior to the Transfer Date, apart from any BGA Council members who choose not to become Directors of BGA CLG, since no person can be forced to become a Director.

Once the transfer has taken place, Council will confirm that the BGA has neither assets nor liabilitiies, and will write to inform all BGA Members that the BGA has been dissolved, and will cease to meet.

From this date forward, Go in Britian will be managed by BGA CLG.

The European Go Federation and the International Go Federation (and possibly other bodies) are being informed, but it is not considered that this will create any problems.

BGA Member's rights post-conversion

Following the AGM we will contact all Members inviting them to become Members of BGA CLG. Members will need to positively agree to be Members, and to guarantee the sum of £1 in the event that the Company becomes bankrupt.

BGA CLG will offer existing BGA Members, until they have joined BGA CLG, all the rights and privileges of being a Member of BGA CLG (e.g. receipt of BGJ/Newsletter, entry to tournaments, etc), with the exception of the right to attend and vote at General Meetings. These privileges will continue until either they formally become Members of BGA CLG (when their rights will transfer) or their BGA subscription runs out. This will make the transfer as transparent as possible to BGA members, and in particular the majority to whom governance issues are not really relevant.

When BGA Members’ subscriptions come up for renewal, they will be invited to become members of BGA CLG.

No refunds will be offered to BGA Members who do NOT wish to become Members of BGA CLG, to avoid unnecessary bureaucracy over relatively small sums of money.

This means that, to the “ordinary Joe”, the transfer will be transparent.

Youth Members (under 18) cannot become Members of BGA CLG for legal reasons. Instead they will become "BGA Youth Players" with the same rights and privileges as before, save that they cannot become Members and cannot serve as Directors.

Last updated 3 July 2022

Last updated Sun Jul 03 2022. If you have any comments, please email the webmaster on web-master AT britgo DOT org.