Extraordinary General Meeting: Tuesday 16th March,

Dear Member,



Notice of an Extraordinary General Meeting: Tuesday 16th March, Charles Dickens Centre, Weller Way L8, 7.30pm



The Committee is recommending that Dingle Community Theatre becomes "a company limited by guarantee" under the Companies Act. This probably sounds complicated, and it does actually involve us in going through a few formal procedures - but as far as all our members are concerned, there will be no change whatsoever. The purpose of going through this is to put DCT on a more secure financial footing, and it is all explained in the attached document.



This refers to a new form of constitution, called "Memoranda and Articles of Association", which we have drafted with the help of people who know what they are doing. The Committee has been through this with a fine tooth comb and we can assure you that the differences between that and the old constitution are minor and are only there at all to conform with the law. Of course, copies will be available at the EGM and if you wish you can request one in advance which can be sent to you either by email or by post.



The EGM, which the Committee is calling with the necessary 21 days' notice, will consider only the following agenda items:



To approve Memoranda and Articles of Association for a new company to be known as "Dingle Community Theatre Ltd".

To authorise the Committee of the existing Dingle Community Theatre to register the new company at Companies House.

To prepare for the winding up at the next AGM of the existing Dingle Community Theatre and the transfer of assets to the new company.

Please see the attached document for a full explanation of this proposal.
Yours, Dingle Community Theatre Management Committee

Dingle Community Theatre is a registered Charity (Charity number: 1098183) specializing in Drama and Performance, operating from the Dingle and Toxteth Areas of Liverpool.

Dingle Community Theatre




The Committee are recommending that

DCT becomes a Company Limited by Guarantee…



Why?



• The Management Committee members (the “Trustees”) are responsible for all the debts of Dingle Community Theatre, and if anything went wrong with our finances,

the Trustees

would have to pay all these debts out of their own pockets.



Why would anyone want to be a Trustee

with that hanging over them?



• If we become a “Company Limited by Guarantee”,

our liability

- the amount we would have to pay if DCT ran into financial difficulties -

would be no more than £2 per member

– that is the “guarantee”, a limited liability.



• This stabilises the organisation and makes it secure.



“Dingle Community Theatre Ltd”

would have the same aims and rules as DCT

and would take on all its assets and liabilities.



How does this affect me as a member?



In short – not at all!



In theory you would be liable, as a member, to pay up to £2 to cover the debts of Dingle Community Theatre Ltd if it was ever wound up.



In practice, the first year of your subs (£2) will be used as a joining fee, and kept in a separate account, so you would never have to pay anything to cover the debts of the theatre company.



You have to be over 16 to be a member

- but if you are under 16, you can still participate in activities.

How do we become

a Company Limited by Guarantee?



The steps we have to take…



1. We have to draw up

“Memoranda and Articles of Association”

for the new “Dingle Community Theatre Ltd”

to replace the Constitution of DCT.



(This has already been done

with the help of experts at Liverpool CVS.)



2. At a meeting (to be held in March)

we have to decide whether to go ahead with this proposal

and get your agreement

to the new “Memoranda and Articles of Association”.





3. The Committee then have to register

“Dingle Community Theatre Ltd” at Companies House

before the AGM (in the Autumn)

- at a cost of £20.



4. At the AGM, with your agreement,



• we wind up “Dingle Community Theatre”,

and transfer all the money and assets

- and the debts and liabilities -

to “Dingle Community Theatre Ltd”.



• we elect the Trustees of the new limited company