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Alex J.
Alex J., Solicitor
Category: Law
Satisfied Customers: 3611
Experience:  Solicitors 2 years plus PQE
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Hi there! Can anybody offer me some advice on setting up

Resolved Question:

Hi there!

Can anybody offer me some advice on setting up an association?

It would be un-incorperated with less than 25 members. Would it be possible to have it as invite only or would it have to be for anybody to join?

many thanks!
Submitted: 2 years ago.
Category: Law
Expert:  Alex J. replied 2 years ago.

Alex J. :

HI, Thank you for your question and welcome. My name is ***** ***** I will assist you. I am a company law expert.

Alex J. :

An unincorporated association is not like a limited company or partnership in that it has a distinct legal personality.

Alex J. :

All it effectively is, is a contractual arrangement between the members. You need to write a constitution detailing the terms of the association for example the number of members and the cost of membership.

Alex J. :

Any assets will have to be owned by an individual member or jointly by a couple members and then held for the benefit of the remaining members.

Customer:

Ok does this mean if I want to not accept certain people I can without fear of them contesting ? there is no membership fee BTW

Alex J. :

You will also need to ensure that that the document makes it clear that you are not creating a partnership.

Alex J. :

Hi, yes if you are setting up the association,

Alex J. :

you are free to make the rules and set the membership criteria

Alex J. :

.

Customer:

Yes I am setting it up, its a professional dog walking association. Basically to help the public choose a good dog walker. Its really important that we can say "no" to certain people

Customer:

What i am worried about is that even if certain people can still tick all the boxes to the criteria, but I don't want them to be members, can they demand to join?

Alex J. :

Hi, Who do you want to exclude - the walkers or the customers? Kind regards AJ

Customer:

the walkers

Alex J. :

Will you be the only "administrator" of the association?

Customer:

no, there will be 3 of us

Alex J. :

Hi, Thank you. I guess you three need to decide what the voting criteria will be for any changes or decisions to be made in the association and what the membership criteria is aswell.

Customer:

there is a certain unscrupulous walker who wouldn't be above threatening me with a lawsuit if I deny him membership. This is what I am worried about

Customer:

If we state that the association is "invite only" will this help?

Alex J. :

Hi, Thank you, ***** ***** is a private contractual arrangement. There is no grounds for bringing a law suit unless he is part of that arrangement or you have committed some offence like been discriminatory.

Alex J. :

Bu definition it will be invite only because the three founds I presume will get to determine membership in their absolute discretion?

Customer:

OK, so in essence if he says we are discriminating against him then we could have problems?

Alex J. :

What you should say in the constitution document is a criteria or membership and say that membership is still at the discretion of the founders.

Customer:

yes it will be our absolute discretion who can join

Alex J. :

Potentially yes but it would have to be so overt it would be like a campaign against him.

Alex J. :

Simply choosing not to allow someone into what amounts to a private social arrangement is not sufficient to sue someone or allege discrimination.

Alex J. :

From what you have described it sounds like this individual needs to accept that not everyone wants to be friends with him?

Customer:

Ok so if he says he wants to join and we just say NO, do we have to give him a reason officially?

Alex J. :

No and you do not even have to tell him that the association exists. As I said an association is just a private contractual arrangement.

Customer:

well basically the guy is a bit unhinged, one never knows what he is going to do or say next

Customer:

its a very difficult situation, he's quite aggressive with people, customers, police, local dog wardens, fellow dog walkers lol

Customer:

Ok well the association must have a website for the public to see, so he will know about it

Alex J. :

Even with the website, that is still your private arrangement, he is not the regulator of dog walkers. Just do not give him a reason to complain about you, make sure you have all necessary permissions from the council if you need them. Also make sure that the site says membership is at the discretion of the association administrators.

Customer:

Would it be a god idea to see a company law solicitor to have some wording drawn up for the website and contracts for our members?

Alex J. :

Finally I would keep a diary of the unpleasant incidents because they may be grounds to make a complaint for anti social behavior.

Alex J. :

Ideally yes, I would ask a local solicitor to draft terms and conditions for the use of the website and the service and the include a disclaimer protecting the founders.

Customer:

Yes we aim to approach all of the borough councils involved to try and get them to endorse us. You see the business of dog walking is completely unregulated.

Alex J. :

If you go to the law society www.lawsociety.org.uk - they will be able to recommend a solicitor local to you who can write these documents.

Customer:

thank you Alex, just what I need to know!

Alex J. :

It is unregulated, but I have a dog myself, and I only trust local dog walkers that a) I have seen around the park and b) I know do not take more dogs than they can handle.

Alex J. :

It is all very well having insurance but insurance wont replace my dog :(!

Alex J. :

Having a website and a key set of rules for vetting your members will give the concept credibility.

Alex J. :

Please do not hesitate to contact me if you have any follow up questions.

Customer:

no this is completely correct, we have clear set rules and and do everything right, but there are many that don't, we are very concerned by what we are seeing daily

Customer:

Thanks Alex

Alex J. :

P.S Just make sure you have the disclaimer in place before sending the website live - I would note it should say I) Membership is at the Founders discretion II) Any acceptance of a dog to be walked is also at the founders discretion.

Alex J. :

III) Nothing on the website is intended to create any form of contractual or legal relation.

Customer:

http://www.southlondondogwalkers.org

Customer:

its live !

Customer:

OK, we will do this today

Alex J. :

Great thanks - I ll have a look - maybe look into saying it is for information purposes only at this stage!

Customer:

Ok will do

Alex J. :

Unfortunately I live in North London.

Customer:

Thank you so much

Alex J. :

If you have any follow up questions please do not hesitate to contact me. Kind regards AJ

Customer:

Hopefully others will follow suit

Customer:

thank you!

Alex J. :

No problem. I wish you the best of luck. Kind regards AJ

Alex J., Solicitor
Category: Law
Satisfied Customers: 3611
Experience: Solicitors 2 years plus PQE
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