Ichthyosis Support Group

Incorporation of the ISG

Incorporation

Those who attended the Annual General Meeting held during the Funday at Thorpe Park in September 2010 will recall we announced our plans for the next development of the ISG by becoming an incorporated charity. This would result in registration not only with the Charity Commissioners but also on the Companies Register. We had been advised by our solicitors that the Charity was now at a stage where this step is strongly recommended, particularly as the Charity had become an employer and given the complications and difficulties posed by the numerous statutes and regulations relative to employment law.

As an unincorporated charity, the ISG had no separate legal identity which gives rise to an important consideration in that the Charity cannot enter into contracts in its own name. Instead, individual trustees had to do this and thus become personally responsible for complying with the terms of the contract and they have to assume personal liability for losses if the Charity had no funds to reimburse the trustees. This can be a major disincentive for trustees to enter into contracts otherwise advantageous to the charity and discourage the recruitment of new trustees with particular skills of value to the charity. When incorporated, however, the Charity becomes a legal entity in its own right and can enter into contracts on its own behalf, thus relieving trustees of personal liability. Nevertheless, trustees remain personally liable for wrongful acts of themselves or their colleagues or for operating outside the objects of the Charity.

Although costs were involved in making the transition, these are offset by incorporation representing a step-up in the standing of the ISG which could be advantageous when applying for grants or other forms of funding and put the Charity on the same legal footing as the larger national charities.

Our solicitors drafted the articles of association which have become our governing document. This document was approved by the trustees following which an application was made for registration with the Companies Register followed by the Charity Commissioners. A resolution was put to members at the general meeting held at the ISG conference in June 2011 to authorise the implementation of the transfer which subsequently came into effect on July 1^st 2011.

Becoming a member of an incorporated body is a much more formal process than we have been used to in the past and involves completion of an application form and giving a guarantee, although this will be for a nominal amount. It therefore seems sensible, to restrict “corporate membership” to the trustees and a roughly equal number of others in order to achieve a balance. Most present members have become “Associate Members” and in practice see little or no change to what happens now except the Annual General Meetings held in conjunction with our national day would be replaced by Annual Conference Meetings which would have much the same format apart from voting on resolutions.

It is proposed that at the Annual Conference Meeting associate members would have the chance, should they wish, to vote for two of their number to become “corporate members” so that there is a direct representation at annual general or other general meetings of the company.

As a result of the above steps the Ichthyosis Support Group is now a company limited by guarantee. Registered in England and Wales. Company registration number 7609904 and a new registered charity number 1142457.