We're proposing changes to our constitution that you'll have the opportunity to vote on in early 2016. Please review the changes as below:
Q. Remind me, why are we doing this? What’s wrong with the existing set-up?
A. The current legal status of the club is unsuited to deal with its current size and complexity, with some individuals taking on too much personal responsibility. Members were consulted in the summer on a range of options and more than half thought we should pursue Charitable Incorporated Organisation status.
Q. What are the benefits of being a Charitable Incorporated Organisation?
A. This option removes liability from individuals and has other, potential financial advantages, such as enabling OTS to apply for grants available only to charities, and being able to reclaim tax on donations.
Q. What legal requirements would this new arrangement impose on OTS?
A. The Charities Act 2011 requires charities to prepare certain statements of account, reports and returns.
Q. Won’t all this added bureaucracy make OTS more cumbersome and inefficient?
A. OTS already compiles much of the information required by the Charity Commission, e.g. annual accounts, so the additional administrative burden would be minimal and would be outweighed by the advantages.
Q. What happens at the Annual General Meeting?
A. The first, formal, part of the meeting deals with formalities which are required for the CIO, namely the presentation of the annual accounts and reports and the election of the trustees. Once that is done the AGM concludes. We then proceed with the ACM, or annual club meeting. By splitting up the meeting in this way we can adopt a more relaxed informal process towards making decisions and discussing items which affect the day-to-day running of the club, which would ordinarily not be part of an AGM
Q. Why are we required to have trustees? What would they do?
A. The law on setting up CIOs requires us to have trustees who would be legally accountable to the Charity Commission. They would be responsible for overall governance and making sure that OTS is run in accordance with the Constitution.
Q. How would trustees be appointed or elected?
A. Trustees would be elected by members at the AGM.
Q. Why are you proposing three trustees? Why not more / fewer?
A. The role of trustees is one of oversight and compliance at a high level with the CIO legal requirements. This just requires a few trustees and three is the minimum effective number.
Q. Will the trustees hold their own meetings? What sort of things will they discuss?
A. The Constitution enables the trustees to hold their own meetings. Their remit is to ensure the Club complies with the Constitution and the legal requirements for CIOs.
Q. At present, we just have the one Committee. Having three tiers will surely makes things much more complicated?
A. The new structure should in fact make things easier because roles and responsibilities will be devolved to the appropriate level. The table attached illustrates how the different powers and responsibilities would be operated at the different levels.
Q. But in practice, won’t this mean that the Committee will refer all decisions to the trustees for approval, thus slowing everything down?
A. This won’t be necessary because the Committee or sub-committees will be able to take decisions under the terms of their delegated authority.
Q. How would Committee members be appointed or elected?
A. Committee members would be elected, as now, by members at the AGM.
Q. What would happen at the AGM?
A. The first, formal, part of the meeting would deal with formalities which are required for the CIO, namely the presentation of the annual accounts and reports and the election of the trustees. Once that is done the AGM concludes. We would then proceed with the ACM, or annual club meeting. By splitting up the meeting in this way we can adopt a more relaxed informal process towards making decisions and discussing items which affect the day-to-day running of the club, which would ordinarily not be part of an AGM.
Q. Wouldn’t it be easier to make the trustees part of the Committee?
A. The trustees and the Committee would have different roles, so it’s important that they are kept separate. The trustees would ensure compliance with the Constitution and the Committee would effectively run the Club under delegated powers. However, we propose that one of the initial trustees should be the Chair of the Committee to ensure continuity and effective communication between the two tiers.
Q. How will the trustees know what’s going on if they aren’t part of the Committee?
A. The Chair of the Committee will be the main link between the trustees and the Committee. The trustees will hold regular meetings with the Committee and there will also be informal interaction between the two tiers.
Q. What if the trustees don’t like the decisions made by the Committee?
A. The trustees are not there to second-guess the decisions made by the Committee under delegated authority. They won’t intervene, provided the Committee acts legally and in compliance with the Constitution.
Q. Who will sit on the sub-committees?
A. The arrangements will be set out in the bye laws and are likely to differ from one sub-discipline to another. We are working with the representatives from the different disciplines to capture what will best work for them.
Q. What about spending power?
A. The sub-committees will agree their budgets with the main Committee and will then be able to spend money up to that limit. Any unbudgeted expenditure would need to be agreed by the main Committee.
Q. Will the sub-committees have real decision-making powers or will all decisions have to be rubber-stamped by the main Committee?
A. The devolved model means that the sub-disciplines will be able to decide for themselves things like who sits on their committees, booking pool time, coaching arrangements, which competitions they should enter and whether to hold fundraising events, subject to agreed budgets.
Q. So the sub-discipline reps will be sitting on the main Committee, too? That doesn’t seem quite right.
A. The reps will have different roles and responsibilities. On the sub-committee, their focus will be the sub-discipline. On the main Committee, they will still be representing the interests of the sub-discipline, but from a broader, Club-wide perspective.
Q. What if members want to have additional disciplines in the Club in future, such as triathlons or sub-aqua diving?
A. The Constitution and bye laws will be framed in such a way as to enable this to happen. Our aim is to create a framework that will work for OTS now and in the future.
Q. Will this new arrangement have an impact on our membership fees?
A. We keep membership fees under review all the time. We asked members whether the Club should hire an administrator to deal with a number of the administrative tasks. A majority favoured doing so, but no final decision has been made on this or on whether this would impact on membership fees.
Q. Can members call a meeting if there is something they want to discuss?
A. Yes. If at least 10% of the membership request one, the trustees must call a general meeting.
Q. How will disputes be dealt with?
A. If these can’t be resolved amicably by mediation, the Constitution provides a mechanism for the matter to be referred to a disciplinary committee.
Q. What will the bye laws cover? Why aren’t they part of the Constitution?
A. The Constitution focuses on key principles and the fundamentals of the Club’s structure and governance such as accountability, equality and grievances. The bye laws will contain more detail about how OTS will operate, including the delegated authority to the Committee and sub-committees, and the composition and election to those committees.
Q. Where are the bye laws?
A. We have started to work on the bye laws and we will give members a chance to comment on them when they have been developed further.
Q. When are you proposing to put this new arrangement in place?
A. We would like to have the new arrangements in place as early in 2016 as possible. We need to draft and seek members’ views on the bye laws and we will need to get approval of the Constitution from the Charity Commission which could take a couple of months. But it’s more important that we get this right and that members are happy with what we put in place.