All Change!
The legal structure of the Nigerian Schools Foundation –NSF (UK), is changing with the aim of strengthening the Association’s ability to deliver its mission and strategic aims in the future. An outline of the proposed changes that we will put in place later this year is below.
What changes are being proposed and why?
NSF (UK) is currently an unincorporated Association. The change that is being proposed is for the association, to move from being an unincorporated Association to a charitable company limited by guarantee.
This offers a number of advantages:
o Limited liability of Trustees, Directors and members. Currently the executives are in the main, personally and severally liable for any of the Association’s debts and associated liabilities. Incorporation would mean that Trustees liability is limited to the association’s liabilities and therefore personal assets will not be at risk. In addition, the liability of its members in the event that NSF (UK) gets into financial difficulties is limited to the amount members agree to pay when the company is set up, normally £1.
o Enhance fund raising capability: NSF (UK) will have the ability to control substantial assets. Unlike unincorporated organisations, an incorporated body, such as a charitable company limited by guarantee, has a separate legal existence from its members. This means that, in its own right, it can:
- employ people; - own property; - enter into contracts i.e. engage in charitable purposes involving commercial risks; - sue or be sued in the courts.
o Risk management and future proofing: NSF (UK) would have a stronger, more flexible model which would enable Trustees to manage any future risks to our operations more effectively.
The day-to-day business of a charitable company limited by guarantee is overseen by its Trustees/Directors. Charitable companies limited by guarantee are accountable to both the Charity Commission and the Companies House. Having examined the different options available and with the assistance of a charity fact finding steering sub group, the executives and the planning committee members have come to the view that significant benefits are to be gained by NSF(UK) moving to an incorporated status under the charitable company limited by guarantee model, while fully maintaining its ethos. It will require us to register with both the Charity commission and Companies House. We will also need to provide detailed information on our finances and activities each year to both organisations.
How would this affect members?
o The change in legal status would entail amendments to our governing documents to ensure fit for the new purpose.
o It would ensure we continue to have a wider membership with our members voting on important decisions (usually at AGMs). For example: appointing committee members who will run the charity (usually for fixed terms) and making changes to the charity’s governing document.
o A board of trustees will have independent control over the organisation, the legal responsibility for the charity’s management, administration and also its strategic direction.
o The executives in the new arrangement will be given delegated authority to run the day to day affairs of the Charity. It is expected that the executives will report to the Board of Trustees at periodical meetings.
o The planning committee with representatives of member alumni associations attending meetings will work with the executives to deliver the implementation of the trustees’ strategic directives. It is expected that the executives will continue to run these meetings.
Appointment of First Trustees
For the initial registration a minimum of 3 trustees are recommended, usually consisting of: a chair, a secretary and a treasurer. NSF (UK)’s final governing instrument will allow more. Subsequent trustees will likely be added from the following 3 pools:
A) NSF (UK) Members
B) Specialist skills sort by NSF (UK), not necessarily members.
C) Persons of interest to NSF (UK) e.g. person of good standing that can open doors to act as a Patron. The 3 trustees recommended at the planning meeting held 10th June 2017 were:
o Mr Wole Sanwo- Igbobi College Old Boys Association (ICOBA Europe). o Mrs Titi Sodade-St Anne's School Ibadan Old Girls, UK (SAGOSA). o Mr Laitan Etti-Government College Ikorodu (GCIOSA).
What’s next?
o The charity steering sub-group to commence the formal registration process. The registration process- The 6 steps to cover before applying for registration.
Identify trustees (minimum 3 -law) (best practice 3-12).
Choose name –Nigerian Schools Foundation (UK.)
Choose legal structure - a charitable company limited by guarantee.
Corporate structure –limits personal liability.
Governing documents (chose/draft purpose in approved charitable terms/Need to create the organisation –Company Limited by guarantee, before registering as a charity).
How to be funded? Supply evidence of £5,000 income.
For further information please watch the Charity registration video resource here.
The timeline:
-A company limited by guarantee to be registered with the Companies house i.e. we need to create an entity first before it can be registered as a charity. This will be done shortly.
-A Charity online application will then be formally lodged with the Charity Commission. A decision is expected between 3-6 months from the submission our application.
-Winding up NSF (UK) unincorporated association.
Assuming successful registration, we will need to formally dissolve the current unincorporated association. There is no set procedure for closing down unincorporated associations other than those described in the dissolution clause of the organisation’s constitution. If none, then we will have to seek advice on the dissolution procedure to follow. Ours (clause 17-Termination) simply states that if the Association is discontinued, the balance in the bank after payment of all expenses shall be divided equally amongst all school representatives to be paid to their various alumni associations.
From the Executive Committee: Mr Bimbo Babarinde - Chair Mr Wole Sanwo – Coordinator/treasurer Ms Bunmi Adekoya-Secretary Mr Dele Dada –Public Relations officer Mrs Nwene Morris-Assistant Public Relations officer
