Bridge Complex transfer a ‘legal mess’

The controversial transfer of assets owned by one of the biggest community organisations in the county to a component group, without the approval or consultation with shareholders, has been described as a “legal mess”.

Conflicting reports have emerged whether or not the assets owned by the Sixmilebridge and District Community Complex can be transferred to Bridge Kids Crèche.

Councillor PJ Ryan, who is one of the largest shareholders, has questioned the transfer, describing it as a “legal mess”, while a special member, who didn’t wish to be named, has alleged the transfer is “illegal”.

However, a spokesperson for the former complex committee, who have resigned en bloc, has insisted that this transfer is permitted under the rules of the society, as the assets are being invested in another charitable organisation.

It has also emerged that a special member has submitted a letter to the Bridge Complex Society asking the “management committee to resign and any member of that committee employed by the society be suspended on full pay, pending an inquiry about accounts”.

A meeting of parents whose children are attending the Bridge Kids Crèche was held on Wednesday night.

The latest developments come just a week after a Clare Champion investigation revealed that the Registry of Friendly Societies (RFS) cancelled the centre’s registration on April 17, 2015 over its failure to submit annual audited accounts to the registrar.

It also found that November 21, 2007 was the last time that annual audited accounts were lodged with the RFS for the year ending December 31, 2006.

The Clare Champion has learned that complex chairman Aidan Peacock, secretary Jimmy O’Brien and treasurer Vicky Ward have resigned from their positions in view of the fact the complex is no longer a legal entity.

The Bridge Complex is the umbrella organisation for one of the biggest not-for-profit organisations in the county. Its childcare facility employs 30 people and looks after about 100 children five days a week. It also runs a daycare centre and a playground, which is due to reopen once refurbishment is completed after recent vandalism.

Growing dissatisfaction with the lack of proper governance of the centre has prompted calls from Councillor Ryan for an extraordinary general meeting to facilitate the necessary changes to ensure its future survival.

However, it now appears that it is not possible to call an EGM because the Bridge Complex is no longer a legal entity.

In a statement released on social media, the complex confirmed it was struck off from the Companies Registrations Office registry in April 2015.

As per the Companies Act 2014, a company can only be re-entered on the registration by order of the high court within 12 months of strike off, which would have been on or before April 2016.

“Following strike-off of a company, it ceases to exist as a legal entity as and from the date on which notice of its strike-off is published in the CRO Gazette. The date of this publication is the date on which the company is dissolved pursuant to the Companies Act 2014.

“The activities previously carried out by The Bridge Complex are now ceased and cannot continue, as to do so would have left all shareholders personally responsible and without the protection of limited liability.

“The protection of limited liability is lost with effect from that date and if the business formerly carried on through the company is continued, the owners are trading in their personal capacity.”
The statement outlined that in order to protect the shareholders and in consultation with Pobal, the Sixmilebridge & District Complex and other legal advice, assets have been transferred to Bridge Kids Crèche.

“This transfer of assets has ensured that the services could remain open for the community.  Some people have been advised that an EGM could result in the continuation of the Sixmilebridge & District Community Complex Society. However, as clearly outlined in the Company Act 2014, this is not legally possible, therefore an EGM could not be legally binding.

“In addition, an EGM could have exposed shareholders to unlimited liability, therefore the board’s decision previously outlined was taken in order to protect the people who were the shareholders,” the statement concluded.

A spokeperson for the former committee said the Bridge Kids board of management is responsible for the running of the crèche and that if people want to continue the operation of the daycare centre and the playground, which is closed pending completion of refurbishment, that new separate management committees would have to be established.

The spokesperson pointed out that Bridge Kids has been in consultation with Pobal and the Clare Local Development Company.

A special member has confirmed he is in the process of calling a meeting to try and elect a new management committee for the old complex activities and assets. He questioned how Pobal could continue to provide funding to the crèche, following the transfer of assets.

Councillor PJ Ryan said he was surprised with the statement issued by the complex on Tuesday night, as earlier that afternoon he was told that letters would be circulated requesting people to attend an EGM.

He criticised the fact that no one from the society contacted him as a shareholder before or after it was stuck off in April 2015, which he said would have at least afforded him the opportunity of trying to restore registration before the 12-month time limit had expired.

He said he is also dissatisfied that shareholders and members were not consulted or asked for their consent before complex assets were transferred to the crèche.

“This is a community-owned facility, which runs a crèche, daycare facility and playground. It is not owned by any one individual or committee. I still believe a public meeting should be called to address governance issues. I am very concerned that no accounts have been produced for 10 years and now there seems to be an attempt to wash everything down the drain,” he said.

Last week, former Bridge Complex treasurer Vicky Ward could not explain why accounts had not been submitted to the Register of Friendly Societies (RFS) for the last decade.

However, she said management are “trying to get to the bottom of this problem”, which they realised recently, and stressed that quarterly and annual financial returns were submitted by the childcare facility to Pobal, who are providing the largest portion of funding and conduct regular audits.

The turnover for the complex increased from €54,355 to €76,492 according to accounts for the year ended December 31, 2006, which were obtained by The Clare Champion.

Dan Danaher