When does a volunteer become a shadow director?

[matheno]

When does a volunteer become a shadow director? Just wondering what decisions are being made by volunteers and how this may be viewed if legal actions were taken in the future? Thoughts and advice please

[Doug]

It's not relevant Matheno. The Directors are ultimately legally responsible no matter who makes the decisions.

[vinny19]

when the club says so

[matheno]

are you sure Doug, so a non director making decisions doesn't have to answer to an administrator? I wouldn't be so certain. Happy days

[Stoopy]

It's not relevant Matheno. The Directors are ultimately legally responsible no matter who makes the decisions.

Doug if you sign as the "guarantor", you become liable for the debt.

[Navunik]

IANAL but in terms of financial responsibility then surely a volunteer is totally exempt UNLESS they did something criminal, like commit fraud.

One would hope a mere volunteer would not commit to something like that (being a guarantor) without thinking extremely carefully.

[Doug]

A shop floor foreman/manager makes decisions every working day. It is the Director/Directors who must take responsibilty for their actions though. If you sign as a guarantor you are responsible for the debt but no sane person would guarantee the debts of a Limited Company without being a major shareholder.

[Stewart]

Term: shadow director

1. The Companies Act defines a shadow director as a person who instructs other directors what to do and those directors follow his instructions. Individuals who act in this way are deemed to have the same liabilities as properly appointed directors.

A shadow director can be any person, but are usually majority shareholders that threaten to replace them if they do not follow their instructions.

A properly appointed director's responsibility is to the company and not to the shareholders. Directors have an obligation to act in the company's best interests.

Usage: The majority shareholder's conduct give rise to the assertion that he was a shadow director of the company and liable for wrongful trading with the properly appointed directors.

Related Words: directors; de facto director; company; shareholders; shares.

It doesn't absolve any other Director of their responsibilities though.

[steelbabe]

..and as of last week, public domain information from Companies House shows Mrs Philips as Company Secretary and the only shareholder of Sheffield Steelers Ltd with Bob P as Director.

[The Doctor]

A Shadow Director is someone making the decisions "from the Shadows" - Think of Frank Oz in the muppet show.

If you are a volunteer then you are not in the shadows you are right up front for all to see so the question is whether you are "acting like a Director". The test is whether "others with whom you are dealing" might reasonably believe that you are a Director; if they do then you are a Director with the accompanying responsibilities and risks.

If, for example, your job title included the word "Director" then that might lead people to so think. So "Director of Hockey" or “Operations Director” may be seen as a Director even when that is not the case. Beware of fancy job titles!

Another way in which you might be considered a Director is if you had control over who gets paid. If the big boss were to say to a volunteer something like, "we owe £10,000 but only have £9,000 available; look here volunteer, you decide who to pay and who to stall - I'll leave that in your hands" then the Volunteer is acting like a Director and so is one. (This is an actual case)
If, however, you took the suggested [who's being paid list] to the Director for him to make the decision as to who gets paid then you are merely providing information and you are not a Director.

If you are authorised to sign cheques or enter into large contracts then you might be considered a Director.
If you sell tickets for the Steelers you are making a contract each time you do so BUT common sense and the law recognises that you are just selling on behalf of the Company. Here you are an agent of the Company and the Directors are liable if you get it wrong - for example if you sell 10,000 tickets with only 9,000 seats or sell them for the wrong date.
If you are sending correspondence on behalf of the Company to anyone, including letters, emails etc. make sure that the correspondence includes the name of the Company and / or Company registration number. This shows that the correspondence is from the Company with the Directors liable rather than from you personally.

Whether or not you get paid for the role is not relevant - though a court might look differently on a volunteer to someone being paid £20,000 for the job when making their decision.

I can't imagine volunteers being "in control" of the company; they are just following the "directions" from the Directors. The fact that they may exercise common sense and initiative in the execution of their duties (i.e. a good worker) does not suggest they are a Director. I don't think that there is a great deal to worry about but for the truly timid one suggestion is to get some sort of simple "volunteering contract" in writing from the Director stating what your duties are, what you can do and a few can't do's.

[horatiocaine]

Whose the dude called Andy Turner who is supposted to be Steelers new commercial manager. Seen it on todays star web site but not sure who it is?

[jayboy (SSHOF)]

FAB chairman.

[Gemini]

I bet he is not getting paid!

[Gemini]

Volunteers will be used and abused without pay. Thats the art of manipulation making people feel valued and important to meet their own ends.

[The Doctor]

Volunteers will be used and abused without pay. Thats the art of manipulation making people feel valued and important to meet their own ends.

This is a rather cynical view of life Gemini.

There are volunteers in all walks of life. The St John Ambulance volunteers and Scout leaders for example - who is manipulating them?

I do loads of voluntary work and have done most of my life; it's my hobby and I enjoy doing it. There have been occasions in the past when I have not felt like doing particular voluntary roles (just fell out with it) and so I just stopped. In my paid employment there have been many times when I have not felt like doing certain tasks but I have had to suffer and do them regardless. There's a big difference.

I have noticed that some people who go to the Steelers actually don't watch the games, or miss huge chunks of the game as they set up for period breaks or clear away afterwards. They seem to get enjoyment out of doing the things that surround the game and fair play to them. I pay my money at the door and watch for my hobby; I have no desire to sell 50/50 tickets, be on supporters club committees, run the website or any other duty. But fair play to those who do.

Many volunteers are retired people. When people have been busy in their working life, retirement can be a daunting experience. Retirees often do voluntary work to keep their minds active - it lengthens their life expectancy. I have seen colleagues and friends retire from their busy lives and simply do nothing - and die soon afterwards. Others say that they are busier in retirement than before they retired - and enjoying life more.

When it comes to the subject of who is manipulating who and about making money let's examine the facts. The Sheffield Steelers does not make money! Shock Horror! I remember George Dodds plea years ago where he said that he could no longer afford to own the club. None of the owners have ever made money out of the club otherwise we would still have that owner. Owning a sports club is not about making money, often it's about toys for rich people. Hey ! if I had loads spare money I would like to be the owner of the Sheffield Steelers.
One could argue that the fans manipulate the rich owners into subsidising their entertainment. And fans manipulate the volunteers into providing social gatherings outside the games (such as the supporters club)

My point is that no one is manipulating anyone and in a sense everyone is manipulating everyone - it's just normal social interaction - it's life!

Here's an old joke: What is the difference between a charity worker and a charity volunteer? The Charity worker is paid to be good and the volunteer is good for nothing!