Members

Last, but certainly not least, we should consider the very important roles and responsibilities of a sports organisation’s members and consider their relationship to the organisation and the board.

In companies limited by guarantee, the rights of members attach solely to the members, as no shares exist. The rights and powers of members are set out in the organisation’s articles, including voting rights. Legislation in respect of shareholders and their additional rights (for example, the rights to a dividend) does not apply to sports bodies where there are no shareholders.

Relationship between the organisation and its members

In this area sport can claim a sense of uniqueness as, for a membership NGB, members can also be defined by many other roles including volunteers (clubs and regions), directors of the board, coaches and officials, tutors and participants. In all cases, they are also customers who are in receipt of products and services developed by the NGB including competition opportunities, leadership development and coach development. The nature of the relationship is much more than a transactional one – whereby an individual pays a fee and receives a service – as so many members contribute to the delivery of such services in their different capacities. As a result, a sports organisation seeks to maintain a deeper, connected relationship with its members. This is most visible in consultation and decision-making systems, where members are engaged from grassroots to board level via councils, committees and other structures.

Relationship between the board and members

Both the Principles of Good Governance for Sport and Recreation and Governance and Leadership Framework highlight the benefits of engaging directly with stakeholders, especially members – many of whom are volunteers. The Principles of Good Governance, under Principle 7: Engaging with the Sport and Recreation Sector, lists the following practical steps organisations can take:

• The board should understand the unique role of volunteers and must strive to appreciate and encourage appropriate ways to involve them.
• The board should ensure that the views and opinions of stakeholders are considered and discussed at board meetings where relevant.
• The board should use their annual general meeting or general meetings as a useful means to develop a dialogue with members and other stakeholders.

Your members have certain rights as well, in relation to information and your obligations to them.

Rights of members

The principal rights of members to information about a company are:

• to inspect and request copies of various statutory books and records;
• to inspect directors’ service contracts or request a copy of a service contract (where these exist);
• to inspect written memoranda of the terms and conditions of a director’s contract of service for the company and any of its subsidiaries;
• to be provided with a copy of the company’s Memorandum and Articles of Association;
• to receive a copy of the annual accounts at least 14 days before the general meeting at which they are to be laid;
• to be provided with a copy of the latest accounts of the company;
• to receive notice of all general meetings;
• to inspect minutes of general meetings and to request copies; and
• to attend general meetings and to ask questions of the

Powers of members

The Code for Sports Governance requires that it is the board which has ultimate decision-making authority in an organisation, a stipulation which necessitated constitutional changes in bodies whose councils had traditionally held this power. The Code’s requirement, however, does not override or supersede the powers of members under law.

Companies limited by guarantee are normally incorporated for non-profit making functions. Although they share some of the same characteristics as a private company limited by shares, they are formed without share capital.

Members are liable, to the extent of their guarantees (that is, the amount they undertake to contribute to the assets of the company, usually a nominal sum), only if the company is wound up and a contribution is needed to enable its debts to be paid.

Under the Companies Act members have distinct powers, including the right to:

• Bring an action on behalf of the company against a director or a third party for an act or omission if the company has suffered loss.
• Attend general meetings and to vote on any resolution. In addition, a member can requisition a general meeting or require that a resolution be added to the business of the AGM. A member can also appoint a proxy to attend and vote at a general meeting on his or her behalf.

The articles of association will set out specific rights of members for each organisation but in all cases, under the Companies Act, resolutions at AGMs can only be passed with defined voting majorities. The voting requirements for passing resolutions at general meetings are as follows:

• 50% (a simple majority) of those attending and voting (in person or by proxy) for ordinary resolutions; and
• 75% of those attending and voting for special

Membership classifications

Your sports organisation can also create different classifications of membership to indicate different sets of rights, as the example from Parkour UK below demonstrates.

Voting rights may be more important to some groups than others even though no shares are attached. AGMs do not always attract large numbers of members but some sports, such as the British Parachute Association, have built events around the AGM to engage members in the wider development of the sport. Ultimately, where members have concerns about the strategic direction, leadership or finances of the organisation, they can effect changes at the AGM by presenting special resolutions or voting on board appointments.

Volunteers

Volunteers are the lifeblood of sport and without their time, effort, energy and expertise, the whole sector would flounder. From Boccia clubs to NGBs of professional sports, volunteers contribute at every level including coaching, officiating, maintaining facilities and sitting on boards.

In recent years, most NGBs have created workforce development plans that seek to attract, develop and retain paid and unpaid workers in a wide range of roles. The main benefits of a workforce development plan include:

• improved skills and knowledge, motivation, attitudes and career options
• smarter and more efficient working
• reduced paid-staff turnover
• improved relations between paid staff and unpaid volunteers
• increased diversity of the workforce
• reduced business costs
• good publicity and marketing for the organisation
• improved attitudes towards staff and volunteers
• more people wanting to be involved with the organisation
• achieving organisational targets

While volunteering is often perceived as a way for individuals, especially young people, to develop new skills and competencies, sports bodies should not take their effort for granted. Like members, they are the vital lifeblood of your organisation. Your sport could not function without them. They should be nurtured and listened to, and given every support possible to deliver your sport to the communities you service.

This has been an introduction to the key decision-making bodies within an organisation and the people and roles they are comprised of. Chief among these is the board, and our next section turns to the issue of building and maintaining an effective board to ensure the highest possible standards of leadership within an organisation.