5. Whilst the Committee regards this alternative view as compelling, it recognises that there is at least some uncertainty as to the sense of the Rule 22 restriction. Given that recognition, and in case successive Committees have inadvertently authorised the making of the listed payments in disregard of the true sense of Rule 22, the Committee invites the membership to ratify the making of all the listed payments. Ratification will, the Committee considers, require the approval of the payments by at least two-thirds of Members present and voting at the Annual General Meeting (see again Rule 22). There is, the Committee makes clear, no doubt that all the payments were made in good faith, their making has been disclosed in the Club’s accounts for the years when they were made and the accounts have all been approved by the membership. 6. The Committee adds that the payment of the £30,000 to the Hollington Club was made with the benefit of prior advice from Leading Counsel that it was within the Club’s Rule 3(c) objects to make it: that is because (for example) for the Club to make a gift to the College on the condition that the money would then be applied, in pursuance of the College’s educational purposes, for the Hollington Club charity would be an act likely to strengthen the links between Club and the College. The Committee that authorised the relevant payment authorised “an exceptional capital payment of £25,000 on a date to be agreed to Dulwich College specifically for the Hollington Club”. In the event, however, (i) by mistake a payment of £30,000 was made, and (ii) because of a claimed urgency as to the need for the money, the payment was made directly to the Hollington Club rather than to the College. 7. Whether or not any of the listed payments was made in breach of Rule 22, the Committee does, however, recognise that the making of (i) the two payments in 2008, (ii) the 2009 payment, (iii) the four payments in 2013, and (iv) the two payments in 2015 did apparently in part breach Rule 23. That is because the 2009 payment and the combined amount of the payments for each of the three other years respectively exceeded 2% of the market value of the Club’s investments at the preceding 31st December, which were respectively £832,304, £471,919, £927,150 and £1,061,606. The breaches in this respect were made by oversight.
8. The Committee fully accepts that the Club must be run in accordance with its constitution and again emphasises that any (if any) breaches of Rule 22 were made by oversight and in good faith. It says the same in relation to the payments made in apparent breach of Rule 23. In order to remove all uncertainty for the future, the Committee is proposing amendments to the Rules, including the deletion of Rule 22. They are the subject of Resolution 8 on the Agenda. In order, however, to deal with any breaches of Rules 22 and 23 made in the past, the Committee proposes the passing by the membership of the resolutions set out in Schedule 3.
“3. The objects of the Club shall be:
(a) to support and foster the provision of recreational, social and sporting activities for the Members and to keep the Members informed of matters of interest to Old Alleynians;
(b) to make pecuniary grants for the benefit of Old Alleynians or their dependants;
(c) to undertake any acts or activities which will strengthen the links between the Club and Dulwich College, including support for the College’s educational purposes by grants and bursaries and similar provisions of a financial nature. …
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