Why Two Societies?

  • Shropshire Ornithological Society. Registered Charity No. 514487 (SOS) – An unincorporared charity governed by a Committee of Trustees
  • Shropshire Ornithological Society 2005. Registered Charity No. 1108166 (SOS2005) – An Incorporated Charity as a Company Limited by Guarantee No. 5322294 and governed by a Board of Directors

There are two Societies which are differentiated by being separately registered charities and each having its own governing document and management body. SOS has a Constitution; SOS 2005 has a Memorandum and Articles of Association.

Why are there Two Societies and Two AGMs?

SOS was founded in 1955 as a members’ club but was not registered as a charity until 1983. Whilst a members’ club, it was managed by an elected Committee who then became Trustees when the charity was registered. SOS did not have limited liability and as such the Trustees were liable in the event of any claim to the full extent of their personal assets if there were insufficient funds to meet the claim. It also was not allowed to own land and, when it acquired Venus Pool (by gift), it was necessary to have Custodial Trustees who were empowered to hold land on behalf of the SOS.

It became apparent after the acquisition of the land surrounding VP (with Lottery assistance) in 2000 that there was a significant increase (as required by the Lottery Grant) in the use of the Reserve by the general public and the Trustees became concerned regarding the potential increase in their personal exposure to liability. It was therefore decided in 2004 to register a Company which would be Limited by Guarantee, thereby restricting the exposure of the Trustees and Members to £1 that they agree to pay in the event of a winding up. The Company (SOS2005) was formed at the end of 2004 and became active at the start of 2005. The Company was now empowered to own land in its own right and therefore the land holdings were registered in the Company name and the Custodial Trustees disbanded. Regrettably since then two of the Custodial Trustees have died (Molly Donoghue and Colin Wright) and there has not been any requirement to appoint replacements.

It would have been preferential at that stage to have ceased the operation of SOS but it was recognised that members might have made bequests in their wills in favour of SOS which would fail if SOS no longer existed. Therefore whilst SOS2005 took over all assets and liabilities and all aspects of the operation of the charitable activity (except the membership database) SOS remains in existence although until 2020 was moribund. SOS is now the “vehicle” for the management of the Appeal and finances for the “Save our Curlews Campaign” and therefore Accounts have been prepared for SOS for 2020 and will be presented at the AGM.

Finally it should be mentioned that whilst all members are empowered to vote at the SOS AGM, only the members who have given their guarantee can vote at the A.G.M. of SOS2005. (There is no bar to any member of SOS requesting to give a guarantee and becoming a voting member of SOS2005). It is the right of all members, however, to effectively elect the Board of Directors of SOS2005 as the individuals are required to be Trustees of SOS who are elected by the full membership.

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Page updated: 07/09/2021