Supreme Court decision on amending club rules/dissolving a club

Byrne Wallace Shields LLP acted in a case in which a Supreme Court judgment was delivered in favour of their clients recently. The case related to the proposed dissolution of the Roadstone Group Sports Club and distribution of its assets. In a judgment delivered by Mr. Justice Clarke, which will have significant implications for clubs in Ireland generally, the Court ruled:-

1. that all social and sports club members, whether full or associate members, have a right to vote on whether or not the rules of a club can be amended or changed; and
2. that, unless provided for in the club rules, a vote to change the rules should be unanimous; and
3. that, unless provided for in the club rules, a vote to dissolve a club should be unanimous; or
4. where the vote to dissolve a club is not unanimous the Court can order that it be wound up where it is just and equitable to do so. In deciding on what is just and equitable, the Court can take into account (i) whether there is an "overwhelming majority" in favour of dissolution; (ii) the realistic prospects for survival of the Club, both at a financial level and insofar as the objects of the club remain capable of being achieved; and (iii) whether there has been any abuse of power within the Club.

On the basis of the foregoing, the Supreme Court ruled that there was no unanimity in the vote to wind up the Roadstone Group Sports Club. In addition, it would not be just and equitable to wind up the Club in circumstances where there was no "overwhelming majority" of all members in favour of dissolution and there was insufficient evidence to conclude that the Club was doomed to failure, either for financial reasons, or because its purpose and objects could no longer be fulfilled.

Link to Irish Times article 9 April 2014