HERTFORD RFC CORPORATE RE-STRUCTURE

BACKGROUND

The RFU recommend that all associated rugby clubs are run as limited companies. The primary reason is to protect the club officers and committee members from possible legal or financial liability arising from the activities of the rugby club.

At the 2018 AGM the members voted in favour of changing the unincorporated rugby club into a company limited by guarantee. Hertford RFC structure is a little more complex than other clubs due to our semi-professional and amateur rugby teams, the part ownership of land at adjacent to the original rugby ground and the trustee agreement with the Richard Hale Association, which owns the land at Hoe Lane.

Initially the idea was to create one single company to cover all activities of the rugby club, however, this has since proved to be neither practical nor advisable. Two years ago we set up Hertford RFC Ltd to run the semi-professional rugby. This runs alongside the main rugby club and ring-fences the 1st/2nd XV squad income and expenditure. This company will now incorporate the main rugby club. This “Operations” company will cover all playing sections, minis, youth, senior and 1st/2nd team squads (whose costs will still be ring-fenced). We will create a “Holdings” company to protect our members assets should the “Operations” company face any legal or financial liability or commercial failure.

We hope the structure diagram will help members understand how each of the associated companies and organisations relate to each other. We will be asking members to adopt the new structure at the Club AGM, scheduled for 1st September, and that the new companies will be governed by articles and rules which will be available for inspection prior to the Club AGM.

HERTFORD RFC (OPERATIONS) LTD
The normal activities of the main rugby club will be run by this company. The board of directors will be as the Executive Management Committee of the rugby club. The directors will be re-elected on an annual basis at the Club’s AGM, as we do now.

HERTFORD RUGBY FOOTBALL CLUB (HOLDINGS) LTD
This will be a separate entity which will hold the club and members’ assets – namely the cash reserves, shares and loans in the new land company and the rights to the Richard Hale Association (RHA) land and clubhouse at Hoe Lane. This board will be guided by the rugby club’s requirements and have at least three directors that do not sit on the Hertford RFC board. The proposed directors are Nigel Waller (finance), Mark Harris (company secretary), Gavin Howells (Youth chair), tbc (Mins Chair), Ged Murphy, Peter King and Paul Eveleigh. You will be asked to approve these nominations at the club’s AGM on 1st September 2020.

HERTFORD RUGBY CLUB LIMITED
This company was set up to purchase and manage the new land adjacent to the existing ground. The rugby club through share purchase and loans owns and controls at least 51% of the company. The remainder is owned by the shareholders. The directors are Peter King (chair), Mark Harris (company secretary), Peter Finch (finance), Martin Roat, Dave Baseley and Paul Eveleigh. The shareholders will be asked to re-elect the board at the company’s AGM, which will follow the main club AGM on 1st September 2020.

HERTFORD PATRONS CLUB
This is a separate organisation that was set-up for the sole purpose of raising funds from our patrons to contribute to the cost of paying 1st XV players.

THE HALE CLUB LTD
This is the facilities company that runs the grounds and clubhouse including the bars, catering and property rentals. The directors are Barry Lincoln, John Hodges, Dave Baseley, Martin Harvey and Paul Eveleigh.

If you have any questions, please do feel free to contact me.

Paul Eveleigh
Chairman