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History of the Queen's Park Football Club 1867 - 1917
Chapter XXXVIII.—Queen's Park and Limited Liability

In May, 1902, immediately after the Ibrox disaster, the question of limiting the liability of the members for the obligations of the club, was raised by a notice of motion given for the annual meeting by Mr. Alexander Robertson, and the committee forthwith appointed a sub-committee, •consisting of Messrs. Geake, J. Allan, and J. Liddell, with full powers, to inquire into the question of the various methods by which the liability of the members could be limited. Mr. Robertson did not press his motion at the annual general meeting, as it was stated the committee were actively considering the question. After consultation with the secretary, Mr. C. B. Miller, the sub-committee reported that the best method would be to incorporate the club under the Companies Acts, 1862 to 1900, as a company limited by guarantee, which meant that, in the event of the club being liquidated at any time, each member would be liable only for the amount of the guarantee named in the memorandum of association. In November, 1902, on the motion of Mr. R. Smellie, the secretary, Mr. Miller, was instructed to take the necessary steps to protect the members by having their liability for the obligations of the club limited, and Messrs. Geake, Liddell, Robertson, Lawrence, and Allan were appointed a sub-committee to consider the necessary formalities, go over the papers, and report. The Scottish Association was at the same time contemplating a similar step, and it altered its constitution, adopting limited liability at its annual meeting in May, 1903. The sub-committee favoured limited liability by guarantee, and it was unanimously agreed to recommend to the annual general meeting the adoption of the principle, and that the sum to be guaranteed by every member be 5 sterling. At the annual general meeting, 27th May, 1903, a resolution was passed that the club be dissolved, and a company with limited liability be
formed under the Companies Acts, 1862 to 1900, with the object, inter alia, of taking over the assets and liabilities of the club, and discharging the same, and the officials thereof, of all such assets and liabilities. The new club would take the form of a company limited by guarantee, not having a capital divided into shares, and the memorandum of association would provide that every member of the company undertakes to contribute to the assets, in the event of its being wound up, the sum of five pounds for payment of the debts and liabilities of the company, the management to be carried on on the same lines as before. Mr. Alfred Dalziel succeeded Mr. Geake, and was the first president and chairman of the Queen's Park Football Club (Limited). The annual general meeting was formed into a special general meeting on the same date, and the necessary resolutions passed, Mr. C. B. Miller, writer, Glasgow, to take such steps as might be necessary for the formation of the limited company, and the winding up of the club. The office-bearers and committee elected at the annual general meeting to be the first office-bearers and committee of the new company to be registered under the Companies Acts, and that they hold office until the first annual general meeting of the company.

The committee met 19th June, 1903, for the purpose of executing the necessary documents in connection with the incorporation of the club as a limited company, and the secretary submitted and read (1) the preliminary agreement between the president, two joint treasurers, and other members of committee of the club, for and as representing the members of the club of the first part, and James Strang, solicitor in Glasgow, as trustee for the company to be formed and incorporated under the Companies Acts, 1862 to 1900, of the second part; and (2) the draft of the memorandum and articles of association of the proposed new company. The committee approved the documents, signed the preliminary agreement, and initialled the memorandum and articles of association. The latter were signed by a majority of the committee on 22nd June, 1903, and the declaration of the registered office, 107 West Regent Street, Glasgow, was signed by the president. The certificate of incorporation was issued by the Registrar of Joint Stock Companies, Edinburgh, 23rd June, 1903. As already stated, the president, joint treasurers, and committee formed the board of rectors, with Mr. C. B. Miller as secretary to the company.
Everything was now in order, though little or no change had to be made in the. management of the club, except that the liability of the members was limited to the sum of 5. The machine went on as before. The committee formally admitted the life and ordinary members of the club as members of the company, and all the necessary steps were taken by the secretary to have the property and assets of the Queen's Park Football Club, Glasgow, vested in this company.

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