OUT TO SWIM – BYE-LAWS
These Bye-laws are set out under clause 12.1 of the Club’s Constitution, whereby the Trustees may delegate the day-to-day running of the Club to the Committee. They seek to clarify the structure and procedures by which the Club is run.
All the Members of Out to Swim (the “Club” or “OTS”) shall abide by the Club’s Constitution and these Bye-Laws.
The Bye-Laws and the Members shall at all times be subject to the Guiding Principles (the principles stated in Clause 4.2 of the Constitution).
Any decision that contravenes the Guiding Principles will only be valid if it is made for the benefit of the Club as a whole and approved by the Committee who must minute its reasons for doing so.
These Bye-laws shall not apply to:
the Annual General Meeting or any other meetings called under the Constitution; or
the exercise by the Trustees of their powers under the Constitution.
Any decision made by the Committee or a Sub-Committee that is properly exercising the authority delegated to it may not be over-ruled except by an Ordinary Vote of the Members in an Special Club Meeting (“SCM”) unless there is a manifest error.
A Discipline refers to each of:
swimming (incorporating open water and swimming lessons);
water polo; and
Out to Swim South (“OTSS”).
The Committee may create additional Disciplines.
Any reference to Members shall mean all the members of the Club except where the business relates to a Discipline, in which case it shall mean the members of that Discipline and not the Club as a whole.
The Members are strongly encouraged to recognise and implement gender diversity at all levels in the Club.
Nothing in these Bye-Laws shall override the Constitution.
AMENDMENT OF THESE BYE-LAWS
These Bye-Laws may only be amended by a Special Vote in an Annual Club Meeting (“ACM”) or SCM.
A Member of the Club must also be a member of the ASA.
Membership starts when a duly completed membership application form is returned to the Club, the membership fee is paid and acceptance is confirmed.
Membership fees and frequency of payment shall be set by the Committee and approved by an Ordinary Vote at the ACM or SCM.
The Club may have different types of membership with varying benefits associated with each type. The types of membership and fees payable shall be published on the Club’s website or otherwise made available.
The payment of membership fees allows access to all Disciplines.
Membership fees, once paid, are not generally refundable.
Access to any of the Club’s training sessions or training activities is subject to the local pool capacity, punctuality and any required standards of ability or fitness. Any member who is turned away as a result is not entitled to a refund of any membership fees.
Each Member may be considered a member of one or more Disciplines for the purpose of Discipline Voting.
Membership of a Discipline shall be determined by Regular Attendance. Regular Attendance is deemed to be at least four times a month when the Discipline offers more than 12 sessions a month, or at least twice a month if it offers less than 12.
Should a Member’s attendance fall below Regular Attendance the member may nominate one Discipline they wish to be a member of for voting purposes.
A Member may resign at any time but this shall only take effect after the form of notification required by the Secretary has been complied with.
MEMBERS’ DUTIES, POWERS AND RESPONSIBILITIES
Members of the Club are required:
to elect the Committee;
to elect the Sub-Committee of a Discipline; and
to approve the annual budget and three year business plan;
Members of the Club may:
amend the Bye-Laws;
modify or reverse policy and programs established by the Committee; and
inspect any books or records maintained by the Committee or officers of the Club in the discharge of their official duties.
Members of the Club are encouraged:
to support the Club’s aims as set out in the Constitution;
to take part in the organised activities of the Club;
to represent the Club in local, national and international competitions; and
to contribute to the management of the Club by volunteering to, amongst other things, attend Committee meetings, serve on the Committee and/or any Sub-Committees and/or hold appointed or elected positions.
ANNUAL CLUB MEETING, SPECIAL CLUB MEETINGS, AND DISCIPLINE MEETINGS
The ACM is a meeting for all Members that takes place once a year at which defined business is discussed and agreed and shall be held on the same day immediately after and in the same place as the Annual General Meeting.
The business of the ACM shall include the following:
the election of the Committee;
the approval of the business plan that gives an overview of the next three years’ objectives; and
the approval of the three year financial plan.
Any decision of the ACM shall be decided by an Ordinary Vote.
All meetings of the Club shall be held at a convenient location.
An SCM may be called by not less than 10% of the Members of the Club. The matters to be dealt with at that SCM shall be limited to those stated in the notice of the meeting and shall be decided by an Ordinary Vote unless specified otherwise in these Bye-Laws.
At any ACM or SCM 5% of the Members, shall constitute a quorum except where stated otherwise in these Bye-Laws. A lesser number may hold a meeting but no decisions will be binding on the Club.
The ACM shall decide on any proposals properly submitted to the meeting.
Proposals may be added at the ACM for discussion and decision at the discretion of the Chair.
If a vote cannot be held for lack of a quorum, the business shall be carried forward to the next Club Committee meeting where the Committee may take the decision should it wish to do so.
Notice of the ACM shall be deemed to have been given together with the notice of the AGM. Failing that or in the case of an SCM at least 15 days’ notice of the meeting must be given to the Members and that notice shall state the purpose of the meeting (if not already covered by Section 7.2). Sufficient information about particular business must be given at a meeting in order for it to be properly evaluated.
A member may, no later than 5 days before the date of the proposed meeting, request where possible and in writing to the Secretary that:
an item be added to the agenda; or
additional information which is relevant to the business of the meeting be provided to Members.
The notice of the meeting shall contain the time, date, place and a brief agenda.
If the meeting involves an election then the names of nominees shall be included and where more than one person has been nominated for a position then the Committee may require those nominees to provide a statement why they believe they should be voted for and then for this to be provided to the Members.
If the meeting is to act on an amendment to these Bye-laws then a complete copy of the proposed amendment must be included, together with reasons for the amendment.
NOTICES AND VOTING
Where formal notice is required to be given to Members then it shall be deemed to have been given:
when posted by first class mail, 24 hours after posting, and/or
by e-mail, on the next day to being sent provided that it was sent to the last known address of the Member.
An Ordinary Vote shall be decided by a majority of those present and a Special Vote by 25% of all the Members of the Club or the Discipline as the case may be or if it is a vote of the Committee at least 50% of the Committee. If a form of voting is not specified it shall be an Ordinary Vote. Members may vote by a proxy on matters where notice has been given.
Where reference is made to a ballot or a vote and it relates to the affairs of a Discipline then only those the Members of that Discipline may participate in that ballot or vote.
Where proxy voting is allowed then the notice of the proxy, containing the Member’s name and their vote, shall be returned in the manner and form stipulated, before the relevant meeting.
NOMINATION AND ELECTION OF THE CLUB COMMITTEE
The Committee shall comprise at least a Chair, Secretary, Treasurer and Communications Officer and one representative from each Discipline, together with any other positions deemed necessary by the Committee, subject to a maximum of 15 Committee Members.
The Members of the Committee (other than the Discipline representatives), shall be elected at the Annual Club Meeting by an Ordinary Vote and proxy voting shall be allowed.
Where the vote for a committee position is tied then a second vote shall be conducted and if there is still a tied vote then the tied candidates will be asked if one is prepared to step aside. If there is still no winner a coin toss will decide who is duly elected.
The representatives of a Discipline are determined by Members of that Discipline and they must be a Member of that Discipline. Those representatives shall serve automatically as Committee Members. The election of Discipline Officers shall be subject to these Bye-Laws.
A list of candidates for the Committee will be prepared by a returning officer appointed by the Committee. The returning officer should not be a Member of the Committee and must not be standing as a Committee Member. The returning officer must obtain the agreement of Members for their names to be put forward as candidates and shall not, while acting as a returning officer, participate in any discussions about the merits or otherwise of the candidates. Additional nominations for the Committee can be made by Members at the Annual Club Meeting.
Where a Committee position is not filled at the ACM then the Committee shall be entitled to appoint any Member, subject to that Member’s agreement, to that position until the next election of Committee Members.
Committee Members elected at an ACM shall serve from the end of the ACM until the end of the next ACM.
POWERS OF THE CLUB COMMITTEE
The Committee shall undertake those duties delegated to them by the Charity Trustees which shall include the duty and power to:
establish the strategy and direction of the Club;
manage the day-to-day activities of the Club including the payment of any costs necessarily incurred for and on behalf of the Club and which are within the Club’s budget and means;
name officers to act on its behalf in fulfilling these functions;
delegate responsibilities to the Disciplines where appropriate;
monitor the proper functioning of the Disciplines; and
review and draft a three year budget and business plan;
The Committee is responsible for agreeing employment contracts and contracts for services and for monitoring performance of these contracts (see Section 14).
The Committee is responsible for agreeing financial payments, or payments in kind, for services.
Any Committee Member which has a conflict of interest in respect of any business of the Club shall be expected to withdraw from any discussions and decisions where that conflict arises and shall not be entitled to vote on any decisions and not exercise any of that Committee Member’s powers which otherwise would have been possible.
The Chair, Treasurer and Secretary may serve in any of those offices for not more than three consecutive years, whereupon they may only stand for re-election after a full year has elapsed.
Committee Members may resign at any time by giving two weeks’ written notice, where possible, to the Chair or Secretary.
A Committee Member may be removed from the Committee before the expiration of his or her term by a Special Vote of the Committee or an Ordinary Vote of the Members [in an SCM]. The grounds for removal shall be the failure to fulfil the role (for whatever reason).
Offices may be held simultaneously except that the same person may not serve as two of the following: Chair, Secretary and Treasurer.
The Committee may create other temporary offices as needs require, who shall hold office until the end of the next ACM at the discretion of the Committee. Those temporary officers will not necessarily serve on the Committee but shall report to the Committee on all planned projects and will have such authority as delegated by the Committee.
The Committee may appoint working parties to assist it in fulfilling its duties but shall remain responsible for those working parties.
CLUB COMMITTEE MEETINGS
The Committee shall meet quarterly and at least six times a year or whenever a matter requiring their attention arises.
Additional meetings may be called at any time by the Chair or by at least three Committee Members.
Written or verbal notice of a Committee meeting, including a brief agenda, shall be given at least a week in advance.
A majority of currently serving Committee Members shall constitute a quorum for the transaction of any business at any meeting of the Committee.
Each Committee Member shall be entitled to one vote. Except as otherwise provided in these Bye-laws, an act of the majority of Committee Members represented at a meeting shall be the act of the Committee.
Where a vote is tied then the Chair may cast a deciding vote.
At the first Committee meeting after the ACM, the Committee shall endeavour to fill any vacancies on the Committee.
The Committee may invite anybody to attend Committee meetings and participate as the Committee chooses, with the exception that only Committee Members may vote at the meetings.
Where a decision is required urgently and the Committee cannot be convened in time, then any two of the Chair, Secretary or Treasurer may take such action as is necessary to safeguard the interests of the Club but shall report to the Committee as a whole as soon as possible. Where it relates to a financial matter then the Treasurer shall be required to participate in any decisions.
The Club will have a bank or building society account in which all monetary assets shall be held.
The Club will produce a business and financial plan ideally covering a three year cycle.
The business plan will be maintained by the Committee and the Sub-Committee of each Discipline and be refreshed each year with the involvement of Members.
The financial plan will be drafted by the Treasurer and finance representatives of each Discipline in parallel with the business plan. The first year of the plan will form the basis of a budget.
The three-year business and financial plans will be agreed by Members at the ACM.
The Club’s reserves are made up of the reserves of each Discipline and the general reserve. The Club will have between three and four months of expenditure in reserves at the end of the planning period. Each Discipline will have three months of expenditure in reserve at the end of the planning period, except where:
a new Discipline has been established and will require more than three years to reach this point; or
the Committee has agreed that a Discipline delivers a particularly important part of the Club’s objectives.
The Club Committee may decide to move funds from the general reserve to the Scholarship fund.
An event, activity, new Discipline or purchase with expenditure likely to exceed £5,000 or 10% of annual budgeted expenditure will require justification laid out in a business case. The justification will include:
how it fits with the strategic direction of the Club as laid out in the Constitution and business plan;
different options and the risks, benefits, break-even point of each option and identifying the preferred option;
how the preferred option will be procured;
how much the preferred option will cost and how it will be funded; and
how the preferred option will be managed or delivered.
Reporting and Monitoring
The Treasurer will produce monthly management accounts that show the income and expenditure for each Discipline, compared with budget. An outturn forecast will be included from the sixth month in any financial year.
The Treasurer will discuss variances with the Discipline finance representatives and any actions required to bring financial performance of a particular Discipline back to budget will be proposed by the finance representatives and agreed by the Committee.
Income and Expenditure Allocation
The Treasurer will apply income and expenditure directly to each activity cost centre where this is clear, such as coaching costs and pool hire. Where an expenditure is not easily categorised, such as membership income or central overheads, then the Treasurer will implement a fair allocation based on a criteria agreed by the Club Committee and reviewed every two years.
Approved budgeted Discipline expenditure will not require any additional approval provided the overall Club outturn forecast is not more than 2% less than budget.
Non-budgeted expenditure requires the following prior approval:
More than £50 or 0.5% of the Club budget, whichever is greater
More than £500 or 1% of the Club budget, whichever is greater
More than £5,000 or 10% of the Club budget, whichever is greater
Club Members by SCM
The approval of expenditure or transfers between accounts shall be authorised by two of the following: Chair, Treasurer, Secretary and other Members as authorised by the Committee. Approvers may not approve payments or reimbursements to themselves. The Treasurer will ensure that the names and signatures of the officers duly authorised as signatories are submitted for approval in a timely fashion to the bank or building society at which the club maintains its accounts.
All payments will be supported by appropriate evidence to the satisfaction of the Treasurer, such as invoices and receipts.
Reimbursement of Expenses
Every Member charged by the Committee with fulfilling the Club’s duties shall be entitled to the reimbursement of expenses, pre-approved and reasonably incurred in the fulfilment of those duties.
Requests for reimbursement shall be made to the Treasurer and be accompanied by receipts and a written breakdown of the details of the expenses.
Any donation made by the Club that exceeds £1,000 shall first be agreed by the Membership.
The Treasurer will maintain complete and reasonable financial records on behalf of the Trustees.
Any plans for income generation, including income and costs associated with raising income, should be included in the three-year plan and annual budget.
The club committee should approve any income generation activity in order to ensure it does not damage the Club’s values or reputation and to ensure any tax consequences have been fully explored.
Where the Club Committee has delegated responsibility for day to day operations to a Discipline, these responsibilities will include, but not be limited to, the power and duty to:
maintain a Discipline sub-committee;
draw up operating rules, including individual named Officer roles covering key functions such as treasurer and membership secretary, and election of Officers;
maintain a membership list;
appoint a representative to be a member of the Club Committee;
maintain a record of decisions;
liaise with pool management concerning session booking and quality;
manage attendance and safe capacity at each session;
develop and deliver a coaching programme;
recruit and develop coaches;
12.1.10.agree a programme of competitions and/or leagues to participate in;
12.1.11.draft a budget and three year plan with the Club Treasurer;
12.1.12.manage the discipline budget;
12.1.13.report plans for unbudgeted in-year activity for approval by the Club Committee;
12.1.14.carry out local fundraising;
12.1.15.maintain oversight of the specific content of the website relating to the discipline;
12.1.16.organise social activities;
12.1.17.correspond with members; and
12.1.18.conduct outreach programmes.
Disciplines will follow the Constitution, Guiding Principles and Bye-laws and may enact or amend Rules by an Ordinary Vote of the qualifying members of that Discipline relating to the management of that Discipline which are not already provided for in the Constitution or Bye-Laws and which are not in conflict with the same.
The first provision of any rules should state the following “These rules are subject to the Constitution, Guiding Principles and Bye-Laws.”
Disciplines shall ensure that the Committee are informed of all relevant matters and that they provide any information required by the Committee within the timescales required and Sub-Committee Members with an equivalent role on the Committee shall be expected to work closely with and take appropriate directions from the equivalent Committee Member.
Disciplines shall ensure that there is no conflict with the wider interests of the Club. Each Sub-Committee shall limit themselves to the activities of their respective Disciplines but where these affect another Discipline or the Club as a whole then they must co-ordinate their activities with each affected Discipline or the Committee as necessary so as to derive the maximum benefit for all those Disciplines or the Club as a whole.
The powers described in Section 12.1 are subject to the finance regulations in Section 11 which aim to balance Disciplines' freedom to manage their own affairs with their contributing to the objectives of the wider club.
HEAD OF AQUATICS
The Club Committee shall appoint a head of aquatics (the “Head of Aquatics”) in consultation with the Disciplines.
The Head of Aquatics shall be responsible for ensuring that any relevant health, disability or medical issues of Members are referred to the appropriate people.
The Head of Aquatics shall:
oversee the application and attainment of the Club’s aquatic policies and any health and safety policies;
work with coaches on attaining and maintaining professional qualifications and development,
provide support on recruitment and providing advice on generic issues affecting coaching such as disability awareness; and
carry out such instructions as are given by the Committee.
STAFF, CONSULTANTS AND CONTRACTORS
The committee shall be responsible for agreeing the terms of any engagement of any staff, external consultants and contractors (an “Individual”). The Committee may invite the Individual to attend Committee meetings to give reports or to take part in Committee business as appropriate.
Subject to financial approval and Section 14.1 where an Individual is intended to act solely within or for a Discipline then how that Individual is managed on a day-to-day basis may be delegated to that Discipline’s Sub-Committee, save that at all times:
any matters which relate to the Club’s legal duties and obligations to that Individual shall be under the formal control and direction of the Committee; and
the Committee shall require the Individual to comply with formal Club-wide policies and procedures.
The OTS Scholarship Fund (the “OTSSF”) exists to:
subsidise the cost of individuals attending competitions as part of the Club;
subsidise Club membership fees; and
operate on behalf of all Members.
The Committee will maintain and publish the procedures and requirements for applying for and awarding a scholarship.
GRAHAM PERLMAN FUND
The Graham Perlman Fund (the “GPF”) arose from a bequest by Graham Perlman, a Member of Out to Swim from the early days, who sadly died in 2007. The Fund is specifically intended "to provide financial support for swimmers with HIV who would otherwise have financial difficulty in swimming with the Club or taking part in the Club's activities".
The Committee will maintain and publish the process for application and award of a grant from the GPF.
FUNDS APPLICATION COMMITTEE
The Funds Application Committee (the “FAC”) will receive and approve applications to the Scholarship and Graham Perlman Funds. Given the sensitivity of personal financial matters, the confidentiality of applicants for both the Scholarship Fund and Graham Perlman Fund is paramount. For this reason, details provided during the application process, including the name of the applicant, will only be made available to the FAC. The Chair, Treasurer and Secretary may also have access to some or all applicant information by virtue of their committee roles. In particular, the FAC may seek the advice of the Chair at any time.
The FAC is appointed by the Club committee and made up of four Club members from across all Disciplines. The membership of the OTSSF committee is not formally publicised. The FAC reports to the Club Committee but application statistics shared with the Club Committee are provided anonymously. An exception to this would be where there is a dispute or complaint from an applicant in which case certain information may need to be shared with the Club Committee in order to reach fair resolution.