Club Property Transaction Guidelines

Units of the Association must have the express approval of Central Council to undertake the following transactions:

• Purchase and Disposal of Real Property
• Granting of a lease or sub – lease
• Undertaking borrowings with a financial institution
• Creating a legal charge of any kind against real property
• Securing a loan or grant from Central Council

The authority to approve such transactions is delegated by Central Council to the National Financial Management Council (NFMC), a sub committee of Central Council.

Undertaking borrowings with a financial institution

Any unit is authorised to incur borrowings up to € 15,000 (stg £10,500) without seeking external approval. For borrowings in excess of this limit the following authorisations are required:

Under €15,000: no external approval required
€15,000 to €75,000: county board approval required
€75,000 to €150,000: provincial council approval required
Over €150,000: NFMC approval required

Note that the above limits relate to the cumulative borrowing position of the unit, not merely to borrowings contemplated for a specific project or undertaking.

Any unit seeking to borrow over €150,000 is required to submit a formal application to the county committee for approval. The sanctioned application is then required to be submitted to the provincial council for secondary approval before submission to the NFMC.

The application must be accompanied by the following

• If the loan is to be secured against the existing property of the club, a copy of the Declaration of Trust vesting the property in the association
• Business plan detailing proposed utilisation of the funds
• Future cash flow projections for the unit
• Financial Statements of the unit
• Details of existing borrowings outstanding
• Letter of offer from the financial institution
• Bank confirmation of existing balances outstanding

A condition of NFMC consent will be a clause in the loan agreement authorising the bank to notify Central Council in the event of the loan falling into arrears or current accounts operating in ongoing surplus.
The letter of borrowing authorisation will, if relevant, explicitly authorise the trustees of the borrowing unit to mortgage or charge any or all of the real property of the unit as security. The letter of borrowing authorisation must not be construed as a guarantee from Central Council.

In recognition of the fact that this arrangement will foster good banking practice by GAA units the principal lending institutions have agreed to facilitate this policy and will not advance funds without the appropriate level of authorisation.

The unit will be notified in advance of the NFMC meeting which will consider the proposal. The decision of the NFMC, and the authorisation letter if applicable, will be notified to the unit in writing within 10 working days of the meeting, and copied to the county and provincial bodies involved. Copies of the applications for any of the above can be sourced from Comhairle Connacht.

Creation of a charge over real property (for purposes other than borrowing)

There may be instances where a unit proposes to create a charge over its real property for reasons other than borrowing. Such instances typically arise where a club is required to complete a deed in favour of the Minister for Sport in order to qualify for National Lottery funding. In such cases the unit is required to submit a formal application directly to the NFMC for approval.

The application must be accompanied by the following

• Up to date copy of the Declaration of Trust vesting the property in the association
• Copy of the proposed deed of charge
• Business plan detailing proposed utilisation of the funds
• Future cash flow projections for the unit
• Financial Statements of the unit

The deed of charge must be based on the standard template . Specifically the agreement must be for no longer than five years . The unit will be notified in advance of the NFMC meeting which will consider the proposal. The decision of the NFMC will be notified to the unit in writing within 10 working days of the meeting, and copied to the county and provincial bodies involved. Copies of the applications for any of the above can be sourced from Comhairle Connacht.

Project Based Grants approved by NFMC

The NFMC has budgetary authority to allocate project based funding to units under a number of grant award headings such as:

1. Club Grounds Grants
2. Club Start Up Grants
3. Club Development Grants
4. Urban Development Grants
5. County Administration Grants

Criteria for eligibility for funding under each of these headings c an be sourced from Comhairle Connacht . Any unit wishing to avail of such funding is required to submit a formal application to the county committee for approval. The sanctioned application is then required to be submitted to the provincial council for secondary approval before submission to the NFMC. The club will be required to attend a meeting of the NFMC to present the application. Alternatively a representative of the NFMC will be delegated to meet with the club to discuss in detail the proposals prior to submission to Croke Park. In the interest of expediency this meeting may take place in conjunction with the aforementioned meeting of the provincial council.
The application must be accompanied by the following

• Detailed summary of the project or initiative to be undertaken
• Financial analysis including income, cost and cash projections
• Details of other sources of finance to be utilized
• Financial Statements of the unit
• Evidence that the sale has been approved at a general meeting of the unit
• Approval of county board
• Approval of provincial council

Notwithstanding prior approval by the county committee or provincial council, NFMC has the right to withhold approval or to impose conditions upon the project. NFMC may also commission a further evaluation, and may consult with other national committees, (for example National Games Development & Coaching) to ensure the proposed project is aligned with overall association strategy.
The unit will be notified in advance of the NFMC meeting which will consider the proposal, and notified of the requirement to attend if relevant. The decision of the NFMC will be notified to the unit in writing within 10 working days of the meeting, and copied to the county and provincial bodies involved. Copies of the applications for any of the above can be sourced from Comhairle Connacht.

In relation to the following;

• Granting of a lease
• Disposal of Real Property
• Purchase of Real Property

Any unit proposing the above listed is required to submit a formal application to the count y committee for approval. The sanctioned application is then required to be submitted to the provincial council for their recommendation before submission to the National Finance Management Committee, (NFMC).

The club may be required to attend a meeting of the NFMC to present the application. Alternatively a representative of the NFMC may be delegated to meet with the club to discuss in detail the proposals prior to submission to Croke Park. In the interest of expediency this meeting may take place in conjunction with the aforementioned meeting of the provincial council.
The unit will be notified in advance of the NFMC meeting which will consider the proposal, and notified of the requirement to attend if relevant. The decision of the NFMC will be notified t o the unit in writing within 10 working days of the meeting, and copied to the county and provincial bodies involved. Copies of the applications for any of the above can be sourced from Comhairle Connacht.

Granting of a lease

The application must be accompanied by the following

• Up to date copy of the Declaration of Trust vesting the property in the association
• Business plan detailing proposed utilisation of the property
• Future cash flow projections for the unit
• Financial Statements of the unit
• Detailed maps of the property at issue
• Copy of the proposed lease agreement
• Evidence that the letting has been approved at a general meeting of the unit
• Details of the proposed utilisation of the leased property
• Details of the legal and financial status of the tenant
• Details of the insurance status of the tenant
• Copy of the club’s Safety Statement
• Evidence of legal advice obtained by the club specifying precisely the rights and obligations conferred on each party under the agreeement

The lease agreement must be based on the standard template. Specifically the agreement must be for no longer than 4 years 9 months or at least include a break clause. Notwithstanding prior approval by the county committee or provincial council, NFMC has the right to deny consent or t o impose conditions upon the parties.

Disposal of real property

The application must be accompanied by the following

• Up to date copy of Declaration of Trust vesting the property in the association
• Business plan detailing proposed utilisation of sale proceeds
• Two independent valuers’ reports on the property to be sold
• The Strategic plan for the unit disposing of the property outlining that the land being sold will be of benefit to the Club in the future
• Future cash flow projections for the unit
• Financial Statements of the unit
• Detailed maps of the property at issue
• Copy of the proposed contract of sale
• Evidence that the sale has been approved at a general meeting of the unit

Notwithstanding prior approval by the county committee or provincial council, NFM C has the right to deny consent or to impose conditions upon the parties. NFMC may also commission a further valuation, and may oversee the conduct of the sale and the subsequent tendering process for any re – development work to be undertaken. The sale proceeds will be required to be held in trust (by the trustees of the property or otherwise) to be established specifically to ensure appropriate re-investment.

Purchase of real property *

The application must be accompanied by the following

• Copy of proposed Declaration of Trust vesting the property in the association identifying the proposed trustees, or a letter of undertaking from the club solicitors
• Business plan detailing proposed utilisation of the property
• Future cash flow projections for the unit
• Audi ted financial Statements of the unit
• Detailed maps of the property at issue
• Copy of the proposed contract of sale
• Evidence that the purchase has been approved at a general meeting of the unit
• Details of proposed funding – borrowings or otherwise

Notwithstanding prior approval by the county committee or provincial council, NFMC has the right to deny consent or to impose conditions upon the parties. Approval by NFMC of a proposal to purchase property does not imply approval of the means by which the transact ion is to be funded. Any associated grant applications, loan applications or borrowing requests must be also be explicitly approved (see below). The unit will be notified in advance of the NFMC meeting which will consider the proposal, and notified of the requirement to attend if relevant. The decision of the NFMC will be notified to the unit in writing within 10 working days of the meeting, and copied to the county and provincial bodies involved.

N.B. It is essential before entering into a purchase contract that the club consults with their Solicitor to ensure that the Club’s rights are safeguarded and that the intended use of the property is permissible under the Planning Act and/or municipal Bye – Laws. Where real property is acquired by a club, it must b e transferred in writing to trustees on behalf of club by the kind of transfer appropriate to the type of property which is as follows:
(a) Freehold interest, where the land is unregistered Action: Deed of Conveyance and registration in the Registry of Deeds
(b) Leasehold interest , where the land is unregistered Action: Deed of Assignment and registration in the Registry of Deeds
(c) Freehold/Leasehold interest, where the land is registered Action: Deed of Transfer and registration in the Land Registry

Real Property
The Club’s real property generally refers to land and whatever is erected upon or affixed thereto. There are two systems of land registration in Ireland, namely, the Land Registry and the Registry of Deeds, both of which are under the central administration of the Property Registration Authority. Registered Land: If the club’s real property is registered land then the ownership of the property is registered in the Land Registry. All relevant details concerning the property and its ownership are entered on documents known as Folios. Trustees must be registered as the joint owners on the relevant Land Registry folio. The folio is guaranteed by the State to be a confirmed record of the title of the property to which it refers. The folio describes the following:
(a) the property registered and refers to a plan on the Registry maps
(b) the name and address of the registered owner/s
(c) any burdens, for example, rights of way or charges (mortgages) affecting the property.

Unregistered Land:
If the club’s real property is unregistered land then documents relating to the land are registered in the Registry of Deeds. Such land relates to land that has not been registered in the Land Registry. The Registry of Deeds regulates priorities relating to documents over the same piece of land. Therefore, if a club does not register a document/deed it may lose priority to another individual/group. The Registry of Deeds does not register or guarantee title like the Land Registry, it merely governs priority between those with interests in the land. Advantages that arise from registration include:
(a) generally a registered deed prevails over an unregistered deed, regardless of which was created first or the nature of the interest created by a registered deed
(b) registered deeds take priority according to the order of their registration.

In cases all cases, whether land is registered or unregistered, the fact that one Trustee represents the County Committee and one represents the Provincial/Central Council does not affect the ownership of the property by the Club, it in fact safeguards the Club’s ownership. The Club should adopt a resolution to indemnify and save harmless its Trustees in their capacities as such by the Club in accordance with rule 10.12 of the Club Constitution. In accordance with Rule 5.3 (g) of the Official Guide each unit of the Association shall indemnity and save harmless a Trustee in respect of any loss or out of pocket expenses bona fide incurred by him in or about the execution of their powers or duties.

Transfers of Land Commission Trust Property
Where the property is acquired by allotment from the Land Commission under the Land Acts, the Commission look after the legal formalities and ultimately the ownership is registered in the Land Registry. It is important to note that under the Land Act 2005 it is proposed that such trusts be abolished.

The History of the Land Commission
Lands and Land Acts One of the proposals under the Act is to allow the Minister for Agriculture and Food to arrange the transfer of title of former Land Commission Trust properties at the request of trustees of such properties. Under the Irish Land Act of 1903 a scheme was initiated whereby the Land Commission made land available for use by community and sporting organisations, including the GAA. This scheme was later extended under Section 30 of the Land Act 1950.

GAA clubs listed on Department of Agriculture records as being property which was formerly Land Commission property and therefore is affected by the provisions of the Land Act 2005.

As a result of the statutory provisions a considerable number of Association grounds were purchased under the scheme by trustees on behalf of various Clubs on trust to use the lands for the playing of GAA games and for other purposes affiliated with the rules of the Association. The scheme provided that the Minister for Agriculture appointed trustees to hold the lands on trust for the Department of Agriculture (formerly the Land Commission). Traditionally, the trustees were nominated by the GAA and usually were comprised of 3 local trustees from the local GAA club together with one representative from County Board level and one representative from Provincial Council level.

The trustees were registered as full registered owners in the Land Registry and simultaneously executed a declaration of trust in favour of the Minister for Agriculture confirming that they agreed to hold the said lands on trust for the Minister.

Changes Under Land Act 2005
Under the Land Act 2005 the Minister has no w proposed that the Department of Agriculture now abolish the trusts in favour of the Department of Agriculture in respect of the various Association grounds. It is intended that the Minister vest absolute title in GAA grounds to each club’s five trustees, which should be comprised of three local trustees, one trustee from County Board level, and one trustee from Provincial Council level. In the event that clubs trustees are not properly constituted at present the Department intend to regularise this prior to proceeding with any disposal.

Details of requirements from Trustees under 2005 Act:

a. Written request to Department to authorise transfer:
Under the 2005 Act trustees of the Club must consent to the divesting of the Minister’s interest in said property and also request the transfer in writing of club property to be held by the club trustees as absolute owners and no longer subject to the trust in favour of the Minister for Agriculture. A written request should be completed by the current trustees of the club authorising said transfer together with a request from Club Secretary and Chairman. The Department of Agriculture have requested that Club Chairman and Secretary complete the written request to the Department to authorise the transfer.
All Association property is held on trust by club Trustees for the GAA. This is a requirement under Rule 46 of the Official Guide. We therefore require trustees to enter into the GAA standard form declaration confirming that they agree to hold their interest in the property on trust for GAA and subject to the rules of the Association. In addition we require club trustees to be regularised so that there are 5 trustees in total 3 from club level, one from County level and one from Provincial level.

b. Indemnity in favour of Department of Agriculture:
Furthermore, the Department of Agriculture require that trustees give a written indemnity in favour of the Department of Agriculture. In effect, this indemnity requires trustees to compensate the Department of Agriculture in the event of any claims for loss of use arising out of the proposed disposal of the Minister’s interest under the 2005 Act. This can arise in a situation where club property is used by other parties other than the GAA Club. The Minister is intending to dispose of her interest under the trusts. In the event of further demands arising by a third party after the date of transfer of land the Minister requires each trustee to be personally responsible for any claims arising thereunder.

This is an extremely important provision of the 2005 legislation. Trustees are held personally liable for any losses arising as a result of their position as trustee. They should therefore consider carefully the proposed indemnity, (see appendix 3) included in the letter authorising the transfer. Trustees should also make arrangements to speak with their Solicitor and have him or her advise on the implications of executing the form of indemnity herewith. The Department of Agriculture advise that they require a completed Indemnity in respect of every trust property prior to disposal occurring signed by the Club’s 5 Trustees.

When all necessary documents are with the Department and a standard form Declaration of Trust has been executed the Department of Agriculture shall then proceed with the transfer. As there are many clubs throughout the country affected by the legislation it is proposed that the Department deal with the clubs on a first come first served basis. In addition the Department are required to advertise the proposed disposals in the State periodical Iris Oifigiuil and local newspaper.

If your club wishes to proceed and complete the below requirements, the Department will arrange for the transfer with the Property Registration Authority free of charge.
In order to have matters proceed Clubs are asked to complete the following documents:

• Both current trustees and the Club must request the transfer in writing. The Club letter should be signed by the Chairman and the Secretary.
• The letters should request t he Minister to transfer the land to the Club. The names of the Club trustees must be provided in writing and signed off by the Chairman and the Secretary. The trustees nominated must include a County Board and Provincial representative.
• Indemnity as required by the Department of Agriculture signed by the Chairman, the Secretary and the trustees.
• Completion of an Agreement of Transfer signed by the trustees.
• Club Questionnaire.
• Completion of a GAA Declaration of Trust signed by Trustees.

N.B.

• Unsigned or non up to date Declarations of Trust means that the Club is not properly constituted and will not be able to avail of grants or proceed with any property transactions i.e. disposal of property.
• The Declaration of Trust must be signed by the Club’s 5 trustees , which should comprise of 3 local trustees, 1 trustee from County Board level and 1 trustee from Provincial Council level.
• The 5 named trustees must also be registered on the Club’s Land Registry Folio. The trusteeship should be regularized before the transfer of lands can proceed. If this is the case the Club should contact the Department of Agriculture to make the necessary amendments.
• CGT Form: Transfers being carried out under the Land Act 2005 are not considered to be ‘disposals’ for the purposes of CGT as there is no change in the beneficial ownership. However, if a club subsequently sells the lands they will need to be registered. CGT form must be returned completed in order for the transfer of land to proceed.

For further information and forms please contact
Tracey McGrath,
Finance & Legal Officer,
GAA National Finance Department,
Croke Park
Email: tracey.mcgrath@gaa.ie