16/06/2026
Warren Mitchell
Chair of the Council of Heacham Club Charity
16 June 2026
Note to Messrs Full, Watkins, Fisher and the Revd Wilson
Further to your note posted on the page and Mr Full’s letter of 5 June 2026.
I write to you as Chair of the Council of Heacham Club Charity and as a member of Heacham Club Charity, I have paid my dues! and finally as a member of Heacham Club Ltd (HCL).
I was not able to attend the court hearing last week but it is my understanding that the Trustees of Heacham Club Charity, the Charity, were granted possession of land etc. Whether that was immediate possession is not clear to me and I see that the legal representative of HCL disputes this.
Your note posted on the face book page indicates that that “This decision relates only to the former operators”. It isn’t clear whether the directors were specifically named and the decision therefore “evicts” only Messrs Bailey, Barr, Pishorn and White rather than the whole company. We are awaiting a copy of the decision along with a transcript of the hearing.
However, as I understand it, the Court made no ruling as to who should trade or indeed who controls the assets of HCL, this was not, in my view, a question put the Court nor lone which the court could rule on.
Trustees
First of all, I would like to make it very clear that not all of you are Trustees as specified in the Charity’s governing document which I refer to as the deeds. I understand that the court invited counsel for Heacham Club Ltd, HCL, to address it as to whether those acting are actually Trustees but she did not do so. However, as I have said many times before in correspondence with you, you clearly cannot all be trustees as specified by the original deed.
Your letter of 5 June 2026 then, briefly, demands that the current directors of HCL sign a “handover agreement” with various schedules to be signed. In short, you ask that all of the assets of HCL be transferred to the Trustees. In making these demands you assume that the Trustees and therefore the Charity have some control of the company.
Heacham Club Ltd and its history
I haven’t been in Heacham long enough to know the complete history and I would suggest neither do you. However, what we do know is that the original deed did not include anything about a licenced premises being run from Charity property. When the trading did commence is not clear but, I am informed that there was originally a bar committee or similar which ran the operation.
As we are aware the Charity Commission guidance is quite clear that where alcohol is supplied in a way which is not connected with the furtherance of a charitable objects and they want to provide the facilities of a social club they should transfer the administration to a separate body. I quote directly from leaflet CC27
“The separation of the bar from the charity must be absolutely clear. The bar must be established as a distinct and separate organisation, which does not include merely running the bar as a “sub-committee”, “branch”, or “section” of the charity
It is worth noting that the word must is used here and this indicates an obligation and not merely a suggestion.
A reasonable assumption therefore is that Heacham Club Ltd was incorporated to satisfy the above requirements. The Heacham Club rules of 1974, and amended several times, include at 1a,
Heacham Club Ltd is the mutual trading company of the Heacham Club Charity
From my review of the Company Accounts I can say that HCL has traded successfully in recent years and the surpluses achieved have been used to support the Charity.
1, Background
It is your belief that “HCL operates as the trading arm of the Charity and all assets, funds, records, fixtures and fittings used by HCL are held on behalf of the Charity”. It is on this basis that you seek the director’s agreement to the “Handover agreement” etc.
I believe that you have misdirected yourselves here. It is abundantly clear that HCL is a limited company which is separate and distinct from the Charity, as it must be. The Trustees, whoever they are, cannot direct or control HCL or its directors. I am aware of the Special Resolution signed in 2005 whereby restrictions were put in place as to the placing of the share and appointment of the auditors. In my view this was an agreement freely made by the directors and not one which suggests that the Trustees have any real control over HCL other than in the two specific circumstances. And even then, the Trustees cannot direct who is to hold the share and neither can they direct who the Auditors are to be.
There is nothing within the articles of association that provide that the profits or surpluses of HCL be passed to the Charity although there has been a general understanding that the profits or surpluses would be used to support the Charity. It is clear from the accounts that the Charity has benefitted considerably over the years from the surpluses achieved. It is also clear that none of the directors have received remuneration from the company as directors and the company has never paid a dividend to the Shareholder. With this in mind the primary and overriding purpose of HCL has always been to support the Charity.
My conclusion is that the Trustees cannot direct the directors to sign the proposed handover agreement. If the Trustees did have the power to direct then this would explicitly mean that HCL could not satisfy the Charity Commission guidance on the trading arm as it cannot be seen as being “distinct and separate” from the Charity. If that were the case then Heacham Club Charity would find itself in dispute with the Charity Commission and that cannot happen.
2, Transfer of share
It is acknowledged that Darren Bailey currently holds the one issued share of HCL. Furthermore, it is agreed that this share cannot, by virtue of the 2005 Special Resolution, be transferred without the agreement of the Trustees. However, that Special Resolution does not grant the power to direct to whom the share could or should be passed. You therefore have no right to direct that Darren Bailey sign the Stock Transfer form.
My advice to the director is to refuse to sign this form.
3, Resignation of Directors
You have instructed that all of the Directors should resign immediately. Put simply, the Trustees do not have the power to instruct the Directors to do that.
The Articles of Association provide that the Company may, by ordinary resolution, appoint a willing person to act as a director subject to notice being given etc. Furthermore, the directors are not required to retire by rotation. There is no maximum number of directors and the minimum number of directors is one.
Further proposals for directors’ appointments at a general meeting may be made by a member of the company, and all members of the Charity are members of the Company, provided notice is given alongside a notice of that person’s willingness to act.
It is therefore abundantly clear that it is the directors and members of HCL who have the power to appoint directors and not the Trustees. The Trustees have no power to direct any or all of the directors to resign or to appoint replacement directors.
If, as I suggest earlier, the notice of eviction applies to the named directors then I would say it is open for the current directors to make Ordinary Resolutions to appoint other persons to act as directors.
My advice to the directors is not to resign.
4, Handover of Assets, Records and Access
Put quite simply the trustees have no power to demand the handover of the above. The assets are, as a matter of fact, owned by the company as reflected on the balance sheet. There is no requirement or power available to the Trustees to demand sight of the records.
As to access, I would expect that the Trustees should have access to the club generally. However, that does not mean that the Trustees or their agents can access the club and remove assets or records nor does it mean that the Trustees or their agents can utilise HCL’s assets. Any attempt by the Trustees to instruct agents to remove assets or records will be treated as illegal and the Police will be involved.
5, Future Operation
If I read this correctly you, the Trustees, are wanting to assume full control of the company and to continue trading/operating for the benefit of the community.
In the first place if that were to occur then it would immediately break the requirements of the Charity Commission, see CC27, where it provides that any ongoing trade is to be carried out by a separate and distinct company. In such circumstances the Trustees would, in effect, be operating in a way specifically outlawed by the Charity Commission. That in itself would put the Charity at risk from sanctions from the Charity Commission which of course would not “benefit the community”.
Other Headings (6,7 & 😎
I have no comment on these.
I will move on now to other issues and these are my headings
Who shall run the club.
As I touched on earlier, Heacham Club Rules do clearly provide that Heacham Club Ltd shall be the mutual trading partner of the Charity. It is clear that you, acting as Trustees, cannot change that on your own.
In earlier correspondence with you I have drawn your attention to rule 13, headed “Alterations of Rules”. Briefly this provides that these rules can only be changed by resolutions carried by a majority of at least 2/3rds of members present at a properly convened meeting. I have previously invited you to call for a meeting where you could have proposed a change in the company who could be the mutual trading partner of the Charity. You did not take me up on my offer to convene such a meeting.
I am of course aware that a separate company, Heacham Club Management Ltd, was incorporated in 2024 and a reasonable assumption was that you originally intended that this company would take over the running of the Club.
There are two issues here:
a) The Articles of Association of this company, at paragraph 3.3, specifically preclude this company from undertaking “any taxable permanent trading activity”. It therefore cannot carry out the trading activity currently being run by HCL.
b) To change the Club Rules currently in place the Trustees would have to put a resolution to a properly convened meeting of the members of Heacham Club Charity to replace HCL and secure the required majority for their replacement.
I don’t know whether you have any other company in mind to take over the running of the social club but, of course, you would still need to get the approval of the members at a properly convened meeting.
The reality
I conclude that at this time, HCL is the only company that can provide the mutual trading activity for Heacham Club Charity. It is this company who:
• Employ the staff and is registered for PAYE
• Is registered for VAT
• Has contracts or agreements with suppliers of alcohol etc
• Owns the stock of beer etc
• Owns the TV’s and has contracts with Sky Sports etc
• Has agreements with the suppliers of gaming machines and the licences
• Has contracts with electric and gas suppliers
• Has the necessary insurances for the premises etc
As I understand it, the company also owns plant used in the maintenance of the sports fields etc. Cash balances and bank balances are also owned by the company.
Someone else trading
Stock & Fixtures and Fittings
If the Trustees choose to ignore what I say here and attempt to trade after evicting HCL then HCL’s assets would not be available for the Trustees to utilise. The Directors have informed me that they will not allow the Trustees or indeed any other company to use the assets owned by HCL. This means that the Trustees would not be allowed to use the fixtures and fittings in the Bar area, would not be allowed to use the cellar and chiller or serving beer etc.
In cases where a bar or club is taken over as a “going concern” it would be usual for a properly licenced stock taker to value the stock on hand and the value of fixtures and fittings. At the very least therefore the Trustees will need to appoint such a valuer and then come to an agreement with HCL as to the price to be paid for the stock etc. And for the agreed price to be paid.
To my knowledge the Trustees have not appointed such a valuer and not have approached HCL to start to discuss valuations etc. Until and unless a properly licenced valuer is appointed and agreement is reached with HCL for the stock and Fixtures and Fittings the Trustees are not allowed to use the assets or to sell the stock on hand. Any attempt to sell stock paid for by HCL will be treated as theft and the Police will be involved.
Standing orders
HCL, of course, has contracts with suppliers etc. for the running costs of the Social Club. This includes:
• Insurances
• Water rates
• Gas & Electricity
• General Rates
HCL will, if you force the cessation of trade, cancel all contracts for insurances. Additionally, HCL will stop paying for the rates, gas & electric etc.
I am informed that HCL currently pay £1000 a month for insurances. Any new trading body will of course have to arrange insurance policies and to pay for this.
HCL currently pay around £5000 a month for Electric and Gas along with £2000 a quarter for Water. Any new trading body would need to arrange contracts with the utility suppliers etc.
It follows that on cessation of trade the Charity will need to find around £80,000 per annum or so just on the above obligations.
Employments
HCL currently employs the staff who run the bar, clean the club and administer the club. Mr Full has previously mentioned transferring the staff by way of TUPE. That of course requires that the new employer is in place and, to my knowledge that isn’t the case. Furthermore, the TUPE rules, briefly, require consultation of the staff affected. To my knowledge, there has been no formal contact between any potential employer and the current employees of HCL.
It follows that HCL, once evicted from the premises and forced to cease trading, will not be paying staff wages and will not be applying PAYE etc.
TUPE also requires that all staff be transferred to the “new employer” on the same terms as before. The new employer cannot therefore “pick and choose” who shall be employed once any transfer has taken place nor can they change terms. As I understand it there are employees that you have suggested should no longer be employed once the new regime is in place. Any attempt to dismiss any current employee could be considered as unfair dismissal or similar and the “new” employer could be subject to legal proceedings
Way Forward
It appears to me, and hopefully the Trustees and your legal representation, that taking over the trade currently being undertaken by HCL is by no means a straightforward thing. There are many barriers in your way. Far too much money has been spent by the Trustees on this legal action which in turn forced HCL to expend similar amounts. Can we at least agree to stop accruing these costs and try to reach an agreement.
As I said earlier, I am writing to you as the duly elected Chair of the Council of the Charity and also as a member of HCL generally. I am prepared to have a meeting with all of the Trustees to see if we can come to some agreement as to how we proceed now that the Court has issued its ruling.
I am sending a copy of this letter to your legal representative. I shall also ask that a copy be posted on Social Media so the members of the Charity and the village in general are aware of the position.
I look forward to hearing from you.
Warren Mitchell
Chair of the Council of Heacham Club Charity
