Incorporation of Harvard Club of the United Kingdom Limited
Dear Members,
The Harvard Club of the United Kingdom ("HCUK") has historically been run as an unincorporated association, which means it does not have a separate legal personality from that of its members. The Harvard Alumni Association encourages all clubs to become legal entities in the country in which they operate. The Executive Committee has therefore considered the various legal structures available in the UK and has resolved to incorporate a company limited by guarantee (the most common form of incorporation adopted by charities and non-profit organisations), which will be run on a "not-for-profit" basis, as has always been the case for HCUK. The Executive Committee may decide at a later time to form a subsidiary to qualify as a charity under UK law. For the time being, it is the intention to operate HCUK (as currently and in the past) as a not-for-profit company but not as a charity.
One of the key advantages of incorporation is that the company will have "limited liability" for its members. In contrast, members of unincorporated associations face potentially unlimited personal liability. As a company limited by guarantee, the members of HCUK will be subject to a maximum potential liability of only one pence per member. This is a contingent liability which is included in the company's constitution (the "articles of association") which will be made available on the HCUK website. This means that one pence is the maximum amount a member would be asked to contribute to the assets of the company in the event it is wound up; no "up-front" payment is required. Moreover, as companies limited by guarantee do not have shares, the members of the company will not be shareholders and will not be entitled to receive any distributions of profit. The current Executive Committee will become the initial directors of the company.
Another advantage of incorporation is that the company will have separate legal personality, with the power to enter into contracts. The directors of HCUK may well decide at a future time to take out liability insurance policies to protect against any third party claims against the company. A unincorporated association does not have this flexibility.
The Executive Committee believe, for the above reasons, that changing the legal structure is in the best interests of HCUK and all of its members. Our intention is that the affairs of the club following incorporation will be conducted much the same way as they have been conducted to date.
We hope that you will support us in this exciting step forward. However, if you do not wish to become a member of the new company, please notify us by sending an email with "OPT OUT" in the subject line to membership@hcuk.org within 60 days from the date of this announcement, in which case your membership will be cancelled. If you do not opt out within 60 days, you will have impliedly agreed to become a member of the new company and we will therefore include your name on the register of members. Renewing and new members will be asked to confirm they wish to become a member of the company.
If you have any questions, please feel free to email membership@hcuk.org.
Best regards,
The Executive Committee
March 2014
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For more information see the Club Charter under the About Us tag