Summary of the Society Restructure

On Monday 16th December, the Board convened and unanimously agreed to adopt the proposals issued by Bates Wells.  Subsequently, two EGMs were held as dictated by the Trust Deed (dated 1976).  Minutes of the EGM held on Wednesday, 22nd January 2025, can be read here and those for Wednesday, 12th February 2025, here.

Here is a short summary of the restructuring and its charitable aims:

Society Restructuring

The proposed restructuring will establish a group of three distinct entities:

• Old Brentwoods Society Charity (OBS): 
  • This will be a new charitable company limited by guarantee. Its primary purpose will be to own the land and buildings currently held by the Society, and it will also function as a general grant-making trust.
  • The land and buildings will be transferred to OBS by way of donation from the current trustees, a process that requires approval through two members' resolutions of the Current Society, passed 14 days apart with a ¾ majority vote.
  • Existing Old Brentwoods members of the Current Society will automatically become members of OBS. The School will also be a member, with specific protections and the right to appoint one trustee.
• Old Brentwoods Club Charity (OBC): 
  • This will be a second charitable company limited by guarantee established to carry on the charitable club activities and manage the facilities.
  • The OBS will be the sole company law member of the OBC, giving OBS ultimate control, though OBC trustees will operate independently once appointed.
  • The OBS will grant a 125-year, full repairing and insuring lease to the OBC for the land and buildings. The annual rent will be a percentage of the OBC's turnover, subject to a capped maximum that rises with inflation, ensuring affordability and some income for OBS's other charitable purposes.
  • Current club members (those paying subscriptions) will become associate members of the Old Brentwoods Club, without constitutional company law rights.
• Trading Company: 
  • A wholly-owned subsidiary of the Old Brentwoods Club will be established as a company limited by shares. Its role will be to carry out non-charitable trading activities, specifically catering and bar operations, as these do not further a charitable purpose directly according to Charity Commission guidance.
  • The Trading Company will utilize staff employed by the OBC and will make annual taxable profits payable to the OBC under gift aid, allowing for no corporation tax within the Trading Company.
  • For alcohol sales, the Trading Company will apply for a premises licence, which allows sales to non-members, offering more flexibility than a club premises certificate.

The Current Society will continue to exist temporarily to receive current subscriptions and manage other limited activities, eventually being wound up once its purpose is exhausted.

Charitable Aims

Both the Old Brentwoods Society Charity (OBS) and the Old Brentwoods Club Charity (OBC) will share the same four charitable purposes:

1. Promoting Community Participation in Healthy Recreation: This includes a focus on the inhabitants of Brentwood and surrounding areas, serving as a 'community amateur sports purpose'.
2. Advancement of Education: This purpose is included to allow the charities to benefit any charitable activities of Brentwood School.
3. Provision of Recreational Facilities for the Public at Large: This aim is for the benefit of Brentwood and surrounding areas, focusing on social welfare and improving conditions of life, constituting a 'recreational charity purpose'.
4. Advancing Other Charitable Purposes: This broad purpose enables the charities to make grants for any other charitable purposes as defined by English law from time to time.