In May, 1902,
immediately after the Ibrox disaster, the question of limiting the liability
of the members for the obligations of the club, was raised by a notice of
motion given for the annual meeting by Mr. Alexander Robertson, and the
committee forthwith appointed a sub-committee, •consisting of Messrs. Geake,
J. Allan, and J. Liddell, with full powers, to inquire into the question of
the various methods by which the liability of the members could be limited.
Mr. Robertson did not press his motion at the annual general meeting, as it
was stated the committee were actively considering the question. After
consultation with the secretary, Mr. C. B. Miller, the sub-committee
reported that the best method would be to incorporate the club under the
Companies Acts, 1862 to 1900, as a company limited by guarantee, which meant
that, in the event of the club being liquidated at any time, each member
would be liable only for the amount of the guarantee named in the memorandum
of association. In November, 1902, on the motion of Mr. R. Smellie, the
secretary, Mr. Miller, was instructed to take the necessary steps to protect
the members by having their liability for the obligations of the club
limited, and Messrs. Geake, Liddell, Robertson, Lawrence, and Allan were
appointed a sub-committee to consider the necessary formalities, go over the
papers, and report. The Scottish Association was at the same time
contemplating a similar step, and it altered its constitution, adopting
limited liability at its annual meeting in May, 1903. The sub-committee
favoured limited liability by guarantee, and it was unanimously agreed to
recommend to the annual general meeting the adoption of the principle, and
that the sum to be guaranteed by every member be £5 sterling. At the annual
general meeting, 27th May, 1903, a resolution was passed that the club be
dissolved, and a company with limited liability be
formed under the
Companies Acts, 1862 to 1900, with the object, inter alia, of taking over
the assets and liabilities of the club, and discharging the same, and the
officials thereof, of all such assets and liabilities. The new club would
take the form of a company limited by guarantee, not having a capital
divided into shares, and the memorandum of association would provide that
every member of the company undertakes to contribute to the assets, in the
event of its being wound up, the sum of five pounds for payment of the debts
and liabilities of the company, the management to be carried on on the same
lines as before. Mr. Alfred Dalziel succeeded Mr. Geake, and was the first
president and chairman of the Queen's Park Football Club (Limited). The
annual general meeting was formed into a special general meeting on the same
date, and the necessary resolutions passed, Mr. C. B. Miller, writer,
Glasgow, to take such steps as might be necessary for the formation of the
limited company, and the winding up of the club. The office-bearers and
committee elected at the annual general meeting to be the first
office-bearers and committee of the new company to be registered under the
Companies Acts, and that they hold office until the first annual general
meeting of the company.
The committee met 19th June, 1903, for the
purpose of executing the necessary documents in connection with the
incorporation of the club as a limited company, and the secretary submitted
and read (1) the preliminary agreement between the president, two joint
treasurers, and other members of committee of the club, for and as
representing the members of the club of the first part, and James Strang,
solicitor in Glasgow, as trustee for the company to be formed and
incorporated under the Companies Acts, 1862 to 1900, of the second part; and
(2) the draft of the memorandum and articles of association of the proposed
new company. The committee approved the documents, signed the preliminary
agreement, and initialled the memorandum and articles of association. The
latter were signed by a majority of the committee on 22nd June, 1903, and
the declaration of the registered office, 107 West Regent Street, Glasgow,
was signed by the president. The certificate of incorporation was issued by
the Registrar of Joint Stock Companies, Edinburgh, 23rd June, 1903. As
already stated, the president, joint treasurers, and committee formed the
board of rectors, with Mr. C. B. Miller as secretary to the company.
Everything was now in order, though little or no change had to be made in
the. management of the club, except that the liability of the members was
limited to the sum of £5. The machine went on as before. The committee
formally admitted the life and ordinary members of the club as members of
the company, and all the necessary steps were taken by the secretary to have
the property and assets of the Queen's Park Football Club, Glasgow, vested
in this company. |
