Proposed motion to change Orienteering Ireland structure to a Company Limited by Guarantee.
As you may be aware, we are proposing to change the structure of Orienteering Ireland from an unincorporated association to that of a company limited by guarantee.
The main reasons why it is proposed to change the structure to that of a Company Limited by Guarantee (CLG) are:
(a) The company will have perpetual succession. Any contracts Orienteering Ireland enters into, assets it acquires, court proceedings it issues or must defend, will be in the name of the company as opposed to the individually named committee members.
(b) Currently committee members or members of the association may be held personally liable for their actions, and recourse can be sought against their own personal assets in the case of a judgement being made against them by a court. With Orienteering Ireland, it could be an accident at an event or function where insurance cover, even if in place, may be declined, or not cover the event. A company enjoys the benefit of limited liability protection. Therefore, any director or member of a company who acts on behalf of the company cannot be held personally liable for their actions (unless there has been fraud or reckless trading or the proper books of account have not been kept by the company).
(c) From a governance point of view the company is a better form of legal structure as it will complement and assist in any reporting requirements we may have to our funders, statutory authorities or stakeholders. The modest costs of statutory compliance a company has are far surpassed by the benefits of limited liability. The company is a separate legal personality and the corporate veil offers a shield of protection to the directors of Orienteering Ireland.
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