Harrogate District Chamber of Commerce : Structure Change Communications Plan
The Proposal
HDCC was established in 1896. It is a UK unincorporated entity governed by its Constitution and Rules which are available on our website here.
Following a review of the suitability of this legal structure the management committee is proposing to change this such that the Chamber operates as a Company Limited by Guarantee. If agreed, the change will take place during the upcoming financial year.
We are proposing this because
As we grow as a Chamber there is a greater expectation from stakeholders for us to adopt modern governance and a clearer legal structure
This is consistent with practice of other similar organisations
The revised structure will provide limited liability for Directors, Officers and members of the chamber
It will simplify contracting with service providers and access to services such as banking, professional advice, etc.
Roles and responsibilities of officers will be clear and subject to the requirements set out in the Companies Act.
Creation of simple two level group structure (an ‘Operating Company’ and ‘Parent Company’) will help protect assets whilst providing flexibility to extend our activities to support members in future
There are some disadvantages to this proposal
The chamber will be subject to corporation tax on any surplus – this is anticipated to be a nominal amount based on current accounts
There will be some legal costs to amend the constitution and align this to the new company’s articles of association
However, on balance we are recommending this proposal to members.
Governance Arrangements
If the proposal is approved, the following changes will be implemented:
The Board
The Management Committee will become the Board of Directors
Directors will be elected by members and serve a maximum of three two-year terms. After serving six years as a director, the member will be subject to annual re-election by members.
Directors will serve on both the operating company and the parent company boards
We will count existing terms as members of the Management Committee when calculating length of service
Other than the current paid executive roles (e.g. Chief Executive) the Director’s will be unremunerated
The President
The President will be nominated by the Board of Directors and will serve for a maximum of two full two-year terms. This may be extended by one-year annually where no suitable alternative is nominated.
The Guarantors
A company limited by guarantee is required to have guarantors – individuals who guarantee a nominal sum in the case of the company being unable to meet its liabilities.
The Guarantors of the parent company will be made up of the President, Chief Executive, the treasurer and up two members with over two years membership nominated by the management committee. The parent company will be the guarantor of the operating company.
The guarantors broadly act in the capacity of shareholders in a typical limited company but cannot receive a share of profits. All profits are required to be held in the chamber for the benefit of its members.
Will anything else change?
In short, no. Membership fees and the benefits of the chamber will remain the same and there are no plans to change these. We do anticipate that this will allow us to consider other activities to benefit members in future and we will keep you informed of any of these.
If you have any questions we would be happy to discuss these with you – please contact or email one of the following members of the management committee before 4th May 2026
Phill Holdsworth
Martin Mann
Ian Howard
John Garbutt
