Club Merger Process

Steps:

  1. Identify clubs willing to undergo process to explore potential merger options for the greater good of the sport of bowls in that location
  1. Hold initial Special General Meeting (SGM) to get member endorsement of approach

and names for a Taskforce Committee to formally progress it

  1. If vote is ‘Yes’ a Taskforce Committee is set up to discuss respective club status and potential merger detail. Discussion covers a range of considerations, culminating in another SGM to allow members to share key detail, give feedback and raise/discuss any concerns they may have.
  1. If the final mood is positive a date is set for a SGM where the members formally vote on the merger recommendation. If the vote is ‘Yes’ then a resolution* is prepared to record the outcome. With this decision a Transition Committee made up of representatives of each club can focus on addressing how to best rationalize the facilities and equipment, and the legal and other requirements leading up to the final merger

*Sample Recommendation and Resolution:

RECOMMENDATION
  1. That the Clifton Park Bowling Club merge with the Waitara Bowling Club at the Waitara Bowling Club premises.
  1. That all assets, liabilities, transferring members and Life Members of Clifton Park Bowling club merge into the Waitara Bowling Club.
  1. That all transferring members and playing Life members of Clifton Park Bowling Club receive a Waitara Bowling Club uniform shirt( at no charge) to commence the 2008/09 season.
  1. That the newly merged club will be known as Bowls Waitara. This is to recognize and record a merger has taken place between both clubs.
  1. That all Taskforce Committee members acknowledge the contribution and goodwill of this merger from the Clifton Park Bowling Club, through the transfer of their equipment and chattels.
  1. That the members of the Taskforce Committee (if possible) remain the same during an “interim period” until equipment, chattels and building disbursements have been completed.
  1. That a legal “ Heads of Agreement for Merger” be drawn up by Solicitors Reeves Middleton Young and signed by both clubs at an inaugural meeting date yet to be set.
  1. That a historical record of Clifton Park’s Honours Boards, including Life Members and trophies be displayed at the newly merged club, being Bowls Waitara.
RESOLUTION

THAT THE CLIFTON PARK BOWLING CLUB MERGE WITH THE WAITARA BOWLING CLUB, AT THE WAITARA BOWLING CLUB PREMISES, AND THAT THE NEWLY MERGED CLUB BE KNOWN AS BOWLS WAITARA.

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Step 1:

  • Liaise with centre regarding any centre-led club rationalization initiatives and processes
  • Initial discussion should not be based on preconceived outcomes
  • Early commitment to follow the agreed process is essential

Step 2:

  • Give required days notice of SGM
  • Only own club members present
  • Seek approval to have (3) club members represent the club in formal discussions
  • Point out that no person representing the club on the Taskforce Committee will have any authority to commit the club legally, financially or physically

Step 3:

  • Capable facilitator is essential for Taskforce Committee, preferably someone independent
  • Process used should explore best outcome not allow pushing of own preconceived ideas
  • Taskforce members who withdraw during the process must be replaced by someone from the same club
  • Confidentiality must be maintained during the process
  • The Bowls NZ Club Rationalisation template will assist in information collection
  • Vote will be on a % basis in accordance with each club’s constitution
  • SGM’s should be all on the same day with the Taskforce Committee attending and speaking to each meeting
  • Recommendation will cover the proposal to merge but not the detail of how (transition detail, dispersal of assets etc) … this will be progressed by the Transition Committee once the resolution to merge is agreed
  • Sample recommendation headings … proposal to merge, proposed name of new entity, effective date, disposal of spare facilities/assets, transfer of assets/liabilities and proceeds, transfer of members and members rights/concessions (including life members), setting up of Transition Committee
  • formal Heads of Agreement should be developed by a solicitor based on SGM decision to merge – must meet requirements of Incorporated Societies Act and cover transfer of assets/liabilities and members
  • club being proposed for closure has to undergo its own processes for winding up as per their constitution

Step 4:

The Transition Committee should comprise reps from each club with sub-committees to consider the following:

Centre issues

-tournaments from each existing club

-handbook detail and deadline

-officers of each club

-selectors various shields/cups

-secretary

-tournament officer

Club

-club name

-number of teams to enter in mens/womens programme

-handbook

-length of appointment of interim role holders

-club coaches/club captains

-uniforms

-honours boards and club history

Property

-existing status of property and lease expiry date if applicable

-recommended venue

-inventory of assets (at closing club location), condition, retention or otherwise

-green requirements

-liaison with local council for council leases

-resource management issues

-sale options and process for ‘spare’ premises

-valuation and sale of spare chattels from all clubs involved

-possible storage issues in the interim

-maintenance, cleaning and security of facilities/assets until sold

-insurance coverage until release of facilities/contents

-stocktake of bar and control of product

-closing dates, prebooked functions

Licenses

-need for renewal of license

-working with licensing authority on new liquor license under new club name

-other licensing issues relating to gaming machines, food etc

Legal

-solicitor needs to draw up a formal agreement between affected clubs allowing them to form new identity. All clubs must sign this before they dissolve

-each club needs a SGM to formally dissolve their club. Note required period of notice and timing (needs to be completed before inaugural meeting)

-need for a new Incorporated Society as new club? If so you must provide full documentation of SGM minutes recording members vote for recommendation and resolution

-Centre and Bowls NZ need to be formally advised of the merger, dissolving of clubs and seek approval for new entity

-deal with any employment contract issues at each club

-document club contracts/suppliers and advise winding up dates of all clubs. Any legally binding contracts you wish to pass on to new club must be in Agreement … eg sponsorship, funding applications

-new constitution prepared to Bowls NZ model

-Companies Office will require full documentation of voting at SGM – must be seen to be members wishes

-Note ‘winding up’ clause in prevailing constitutions including centre constitution

-Agreement should state that existing financial members of former clubs will be deemed to be financial members of new club until x date. This will allow them to be voting members at inaugural meeting where new committee and officers are elected

Financial

-appoint Transition Committee treasurer to oversee finances of all clubs until inaugural meeting to ensure no wastage of funds eg renewing licenses, supplies, greenkeeping etc

-decide how transition costs will be funded

-determine existing status … accounts/investments/liabilities, contracts, hire agreements

-have agreed cut off date for old/new entities

-new bank accounts to be set up and old ones closed

-invest funds from any sales in secure deposits

-identify sources of any possible funding support to facilitate merger

-liaise with accountant re GST, IRD, Incorporated Society issues, auditors etc

Membership

-set up membership team to collate data on likely members (by category) to new club

-do media profile to encourage new members

-social bowls programmes and timing

-membership concessions (if any) to some members

-membership transfer records

Inaugural Meeting

-set date for inaugural meeting at which the new entity is launched

-set membership categories, subscriptions for each category

-ensure life members from former clubs become life members of new entity

-identify new office bearers

-recommend club captain for both men and women so members of new club especially have a focus for various issues that will arise from the merger

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Vince Roper

CDO

November 09

(adapted from material by Denis Toon, former CDO region 3 and 4)