Alleyn Club Yearbook 2017



The questions

1. Following the 2016 Annual General Meeting, the Committee received a funding request for an OA event. This led to a consideration of the Rules by the President and other Club officers with a view to seeing whether the requested funding was within the objects of the Club as set out in Rule 3. That in turn led to a consideration of Rules 22 and 23 which are in a section of the Rules (one also including Rule 24) headed “Expenditure and Funds”. Rules 3, 22, 23 and 24 are set out in Schedule 1 below. Rules 3 and 23 date from Rule amendments approved at the Club’s 1999 AGM. Rule 23 replaced a Rule that dated from at the latest 1992, which permitted the Committee at its discretion to apply not more than a total of £500 per year to the objects referred to in the former Rule 3(c) and (d), which in part broadly correspond to the objects now referred to in the current form of Rule 3(b) and (c). Rule 22 dates from much earlier than 1999. 2. That consideration of the Rules led to uncertainty by the Committee as to the true sense of Rule 22, in particular as to that of the words “invested capital”. One view is that (despite the “invested”) their sense is simply to bar the authorisation by the Committee of any payments out of the Club’s “capital” without the prior approval of the required majority of the Club’s membership at a General Meeting. If so, it appeared that successive Committees may, since 1995 (and perhaps earlier), have breached Rule 22 by authorising payments regarded by the Hon. Treasurer as “capital grants” without having first obtained such approval. The grants referred to are listed below in Schedule 2 They range from a payment of £159 for a plaque on the College’s cricket pavilion to £40,000 for the College’s laboratory appeal and include four other large payments of £10,000 (for the Trevor Bailey Fund), £20,000 (for the College’s Development Fund), £24,841 (for the OA Endowment Fund) and £30,000 (for the Hollington Club). The dating of the list from 1995 is because that is the first year that the Hon. Treasurer put the accounts on to an Excel spreadsheet. 3. There is, however, another view as to whether any of the listed payments breached Rule 22. It is that Rule 22’s deliberate use of the word “invested” as a qualification of “capital” was intended to show that Rule 22 does no more than to bar the Committee (without the required approval) from authorising the realisation of investments (for example, shares) made with the Club’s capital for the purpose of enabling a payment towards the Club’s Rule 3 objects. If so, Rule 22 does not bar the Committee from authorising the payment towards such objects of any capital that is not for the time being invested, but is held in the form of cash. Whilst it might be said that the holding of part of the Club’s capital in cash can itself be regarded as an “investment”, that view makes it difficult to see what qualification upon the reference to the Club’s “capital” the word “invested” was intended to make: on the contrary, it would appear to divest it of any qualifying effect. Further, that wide view of “invested capital” (which must be read in the context of the Rules as a whole) does not lie easily with (i) the reference to “the market value of the Club’s investments” in Rule 23, in which the word “investments” does not naturally refer also to capital held in cash, or (ii) with Rule 24, of which the ordinary sense is to confer an “investment” power in relation to cash. 4. If this alternative view is correct, the Committee considers that none of the listed payments involved any breach of Rule 22. That is because they were all paid out of currently available cash, no investments were realised for the purpose of making any of them and so no prior approval of their making was required at a General Meeting.


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