Out To Swim Constitution
Approved 2 January 2019
Out to Swim is a Charitable Incorporated Organisation registered with the Charity Commission for England and Wales (1181454)
Page 1 of 18
Out to Swim – Constitution
Date of constitution 2 January 2019
1.1 The name of the Charitable Incorporated Organisation is Out to Swim (or the “Club”).
2. National location of principal office
2.1 The principal office of Out to Swim is in London, England.
3.1 The promotion, for the public benefit, of equality and diversity in swimming and other aquatic sports by:
3.1.1 working towards the elimination of discrimination in respect of LGBTQ+ participation;
3.1.2 advancing education and raising awareness in equality and diversity;
3.1.3 promoting activities to foster understanding between people from diverse backgrounds; and,
3.1.4 cultivating a sentiment in favour of equality and diversity.
3.2 The promotion of community participation in healthy recreation for the public benefit by the provision of facilities for swimming and other aquatic sports including training and coaching and by providing opportunities to compete in amateur competitions.
4.1 Nothing in this constitution shall authorise an application of the property of Out to Swim for the purposes which are not charitable.
4.2 Out to Swim has the power to do anything which is calculated to further its objects or is conducive or incidental to doing so, in particular:
4.2.1 provide an appropriate environment that encourages members of the community from all backgrounds to participate in aquatic sport;
4.2.2 develop and improve aquatic skills of members of the community;
4.2.3 provide opportunities for members of the community to participate in both competitive and non-competitive aquatic sporting events;
4.2.4 raise the profile of members of the community who participate in aquatic sports
4.3 Furthermore, but without limitation, Out to Swim shall have the power to:
4.3.1 affiliateannuallywithappropriatelocal,national and international organisations and accept their laws and technical rules which are not in conflict with these objects. These may include, but are not limited to:
The Amateur Swimming Association, London region (ASA), European Gay and Lesbian Sports Federation (EGLSF), and International Gay and Lesbian Aquatics (IGLA).
4.3.2 borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. Out to Swim must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;
Page 2 of 18
4.3.3 buy, take on lease or in exchange, hire or otherwise acquire any appropriate land or premises and to maintain and equip it for use;
4.3.4 employ and remunerate such staff as are necessary for carrying out the work of Out to Swim. Out to Swim may employ or remunerate a charity trustee only to the extent that it is permitted to do so by Clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses; and
4.3.5 deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of Out to Swim to be held in the name of a nominee, as permitted by the relevant act.
4.4 Out to Swim shall adhereto the followingguidingprinciples both in respect of any benefits it accords to its members and in the administration of the Club generally:
4.4.1 allmembers shallbetreated equallyregardless ofage,gender,sexual orientation, ethnicity, religious beliefs or disability and appropriate regard shall be given to ensuring gender diversity within the Club;
4.4.2 all members shall be entitled to the same benefits unless the requirements of a particularlydisciplineoranypreparationorparticipationina competition or other Club activity require a disparity of treatment in which case:
22.214.171.124 the members not so benefiting shall be afforded appropriate alternative (but potentially unequal) benefits taking into account their needs and the objectives of the Club, and
126.96.36.199 the charity trustees have specifically approved the same having taken into the account the requirements and objectives of the Club as a whole;
4.4.3 that the charity trustees and any committees or other bodies with delegated authority shall:
188.8.131.52 act at all times in a fair and transparent manner,
184.108.40.206 provide regular and clear communications to the members detailing any decisions made which are not within the ordinary course of theClub’s day-to-day administration or which are of an exceptional nature,
220.127.116.11 provide to any member such information as is reasonably requested and without delay, subject to any overriding duty of confidentiality owed to any member, representative of the Club or employee,
18.104.22.168 be fully accountable for their acts and any decisions they have made, and
22.214.171.124 adhere to any financial or other limits or rules imposed by the Club in any bye-laws save that these bye-laws may not contravene the Constitution in general or Clause 4.4 in particular.
5. Application of income and assets
5.1 The income and assets of Out to Swim must be applied solely towards the promotion of the objects.
5.2 A charity trustee is entitled to be paid or reimbursed for any reasonable expenses properly incurred by that charity trustee when acting on behalf of Out to Swim.
5.3 A charity trustee may benefit from trustee indemnity insurance cover purchased at Out to Swim’s expense in accordance with and subject to law.
Page 3 of 18
5.4 None of the income or assets of Out to Swim may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of Out to Swim. This does not prevent a member receiving:
5.4.1 a benefit from Out to Swim as a beneficiary of Out to Swim; and
5.4.2 reasonable and proper remuneration for any goods or services supplied to Out to Swim.
5.5 Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.
Benefits and payments to charity trustees and connected persons
6.1 No charity trustee or connected person may:
6.1.1 buy or receive any goods or services from Out to Swim on terms preferential to those applicable to members of the public;
6.1.2 sell goods, services, or any interest in land to Out to Swim;
6.1.3 be employed by, or receive any remuneration from, Out to Swim; and
6.1.4 receive any other financial benefit from Out to Swim
unless the payment or benefit is permitted by Clause 6.2, or authorised by the court or the prior written consent of the Charity Commission (the “Commission”) has been obtained. In this Clause, a “financial benefit” means a benefit, direct or indirect, which is either money orhas a monetary value.
6.2 A charity trustee or connected person may receive a benefit from Out to Swim as a beneficiary provided that it is available generally to the beneficiaries of Out to Swim.
Conflicts of interest and conflicts of loyalty
7.1 A charity trustee:
7.1.1 must declare the nature and extent of any interest, direct or indirect, which that charity trustee has in a proposed transaction or arrangement with Out to Swim or in any transaction or arrangement entered into by Out to Swim which has not previously been declared; and
7.1.2 may not be present during any discussions where there is a possible conflict of interest between their duty to act solely in the interests of Out to Swim and any personal interest (including but not limited to any financial interest).
7.2 Any charity trustee who abstains from any discussions in accordance with Clause 7.1 must not vote or be counted as part of the quorum in any decision of the charity trustees on the ma tter .
Liability of members to contribute to the assets of Out to Swim if it is wound up
8.1 If Out to Swim is wound up, the members of Out to Swim have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities .
9. Membership of Out to Swim
9.1 The membership year shall start on 1st January and run to 31st December of each year.
9.2 Admission of new members - eligibility
9.2.1 Membership of Out to Swim is open to anyone over the age of 18 who is interested in furthering its purposes, and who, by applying for membership, has indicated their agreement to become a member and to accept the duties set out in Clause 9.5.
Page 4 of 18
9.2.2 A member may only be an individual.
9.3 Admission procedure
9.3.1 The charity trustees:
126.96.36.199 may require applications for membership to be made in any reasonable way that they decide;
188.8.131.52 may refuse an application for membership if they believe that it is in the best interests of Out to Swim for them to do so;
184.108.40.206 shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and
220.127.116.11 shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.
9.4 Transfer of membership
9.4.1 Membership of Out to Swim cannot be transferred to anyone else.
9.5 Duty of members
9.5.1 It is the duty of each member of Out to Swim to exercise their power as a member of Out to Swim in the way they decide in good faith would be most likely to further the purposes of Out to Swim.
9.6 Termination of membership
9.6.1 Membership of Out to Swim comes to an end if:
18.104.22.168 the member di es ;
22.214.171.124 the member tenders their resignation in the manner prescribed in the bye-laws;
126.96.36.199 any sum of money owed by the member to Out to Swim is not paid in full within 60 days of its falling due or any fees paid by annual subscription are not received by the end of February in each year; or
188.8.131.52 the charity trustees decide that it is in the best interests of Out to Swim that the member in question should be removed from membership, and pass a resolution to that effect.
membership of Out to Swim they must:
the charity trustees take any decision to remove someone from
184.108.40.206 ensure that a fair and comprehensive disciplinary process has been followed;
220.127.116.11 ensure that the minimum requirements of the disciplinary process guidelines of the Amateur Swimming Association have been followed;
18.104.22.168 inform the member of the reasons why it is proposed to remove them from membership;
22.214.171.124 give the member at least 21 clear days’ notice in which to make representations to the charity trustees as to why they should not be removed from membership;
126.96.36.199 at a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership;
188.8.131.52 consider at that meeting any representations which the member makes as to why the member should not be removed; and
Page 5 of 18
184.108.40.206 allow the member, or the member’s representative, to make thoserepresentationsinpersonatthatmeeting,ifthemember sochooses.
9.6.3 Pending the determination of the disciplinary process referred to in Clause 9.6.2the charity trustees may suspend a person’s membership.
9.6.4 The charity trustees may delegate the conduct of the disciplinary process to three or more members of Out to Swim or as provided for in the bye laws.
9.7 Membership fees
9.7.1 Out to Swim may require members to pay reasonable membership fees to Out to Swim, which may vary between members of the same class depending on financial abilityorotherpersonalcircumstanceswherethe charitytrusteesfeel itisfairand reasonable to do so.
9.8 Informal or associate (non-voting) membership
9.8.1 The charity trustees may create associate or other classes of non-voting membership, and may determine the rights and obligations of any such members (including payment of membership fees), and the conditi ons for admission to, and termination of membership of any such class of members.
9.8.2 Other references in this constitution to “members” and “membership” do notapply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.
10. Members’ decisions10.1 General provisions
10.1.1 Except for those decisions that must be taken in a particular way, as indicated in Clause 10.4, decisions of the members of Out to Swim may be taken either by vote at a general meeting, as provided for in Clause 10.2, or by written resolution; save for those decisions which are provided for in the bye laws which shall be carried out in accordance with those bye laws.
10.2 Taking ordinary decisions by vote
10.2.1 Subject to Clause 10.4, any decision of the members of Out to Swim must be taken by means of a resolution at a general meeting as provided for below.
10.3 Taking ordinary decisions by written resolution without a general meeting
10.3.1 Subject to Clause 10.4, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:
a copy of the proposed resolution has been sent to all the members eligible to vote; and
a simple majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member’s agreementmust be authenticated by their signature, by a statement of their identity accompanying the document, or in such other manner as Out to Swim has specified.
10.3.2 The resolution in writing may comprise several copies to which one or more members has signified their agreement.
10.3.3 Eligibility to vote on the resolution is limited to members who are members of Out to Swim on the date when the proposal is first circulated in accordance with Clause 10.3.1.1 above.
Page 6 of 18
10.3.4 Not less than 10% of the members of Out to Swim may request the charity trustees to make a proposal for decision by the members.
10.3.5 The charity trustees must within 21 days of receiving such a request comply with it if:
the proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;
the proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and
effect can lawfully be given to the proposal if it is so agreed.
10.3.6 Clauses 10.3.5.1 to 10.3.5.3 apply to a proposal made at the request of members .
10.4 Decisions that must be taken in a particular way
10.4.1 Any decision to remove a trustee must be taken in accordance with Clause 15.2.
10.4.2 Any decision to amend this constitution must be taken in accordance with Clause
27 (Amendment of constitution).
10.4.3 AnydecisiontowindupordissolveOuttoSwimmustbetakeninaccordancewith Clause 28 (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of Out to Swim to one or more other CIO’s must be taken in accordance with the provisions of the Charities Act 2011.
11. General meetings of members11.1 Types of general meeting
11.1.1 There must be an Annual General Meeting (“AGM”) of the members of Out to Swim. The first AGM must be held within 18 months of the registration of Out to Swim, and subsequent AGMs must be held annually no earlier than 1st January and no later than 31st March of each year.
11.1.2 The AGM must receive and consider annual reports;these shall include but not be limited to:
10.3.5.1 10.3.5.2 10.3.5.3
the Chair’s report of the activities of Out to Swim during the previous year and overview of the upcoming year’s goals, including proposedmembership fees for the year;
the statement of accounts (duly audited or examined whereapplicable), and an overview of the coming year’s budget; and
the AGM must receive and consider a report on the athletic programme.
11.1.3 The AGM must elect charity trustees as required under Clause 13.
11.1.4 The AGM must decide on any proposals properly submitted to the meeting.
11.1.5 Other general meetings of the members of Out to Swim may be held at any time.
11.1.6 All general meetings must be held in accordance with the provisions set out in Clause 11.2.
11.1.7 Where the charity trustees have delegated the day-to-day running of Out to Swim to a committee and/or various other sub-committees then that committee and any sub-committees shall report back at the AGM in the manner specified in the bye-laws but any decisions taken or approved by the members which are not part of the business of the AGM shall not be disregarded simply by virtue of the fact that they were discussed and voted upon at the AGM provided that any applicable rules of the bye-laws were properly followed.
11.2 Calling general meetings
Page 7 of 18
11.2.1 The charity trustees:
220.127.116.11 must call the AGM of the members of Out to Swim in accordance with Clause 11.1, and identify it as such in the notice of the meeting; and
18.104.22.168 may call any other general meeting of the members at any time.
11.2.2 The charity trustees must, within 21 days, call a general meeting of the members of Out to Swim if:
22.214.171.124 they receive a request to do so from at least 10% of the members of Out to Swim; and
126.96.36.199 the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.
11.2.3 If, at the time of any such request, there has not been any general meeting of the members of Out to Swim for more than 12 months, then Clause 188.8.131.52 of this clause shall have effect as if 5% were substituted for 10%.
11.2.4 Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.
11.2.5 A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.
11.2.6 Any general meeting called by the charity trustees at the request of the members of Out to Swim must be held within 28 days from the date on which it is called.
11.2.7 If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.
11.2.8 A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.
11.2.9 Out to Swim must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but Out to Swim shall be entitled to be indemnified by the charity trustees who were responsible for such failure.
11.3 Notice of general meetings
11.3.1 The charity trustees, or, as the case may be, the relevant members of Out to Swim, must give at least 21 clear days notice of any general meeting to all of the memb er s .
11.3.2 If it is agreed by not less than 50% of all members of Out to Swim, any resolution may be proposed and passed at the meeting even though the requirements of Clause 11.3.1 have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clausein this constitution, by the Charities Act 2011 or by the General Regulations .
11.3.3 The notice of any general meeting must:
184.108.40.206 220.127.116.11 18.104.22.168
state the time and date of the meeting:
give the address at which the meeting is to take place;
give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and
if a proposal to alter the constitution of Out to Swim is to be considered at the meeting, include the text of the proposed alteration; and
Page 8 of 18
22.214.171.124 include, with the notice for the AGM, the annual statement of accounts and charity trustees’ annual report, details of personsstanding for election or re-election as charity trustee, or where allowed under Clause 21 (Use of electronic communication), details of where the information may be found on Out to Swim’s website.
11.3.4 Proof that an envelope containing a notice was properly addressed, prepaid and posted, orthat anelectronicformof noticewas properlyaddressedandsent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
11.3.5 The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by Out to Swim or failure by any third parties in delivering the notice.
11.4 Chairing of general meetings
11.4.1 The person nominated as chair by the charity trustees under Clause 18.2 (Chairing of meetings) shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of Out to Swim who are present at a general meeting shall elect a chair to preside at the meeting.
11.5 Quorum at general meetings
11.5.1 No business may be transacted at any general meeting of the members of Out to Swim unless a quorum is present when the meeting starts .
11.5.2 Subject to the following provisions, the quorum for general meetings shall be a number greater than 10% of the members of Out to Swim (present in person or represented by a proxy).
11.5.3 If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.
11.5.4 If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must be notified to Out to Swim’s members at least seven clear daysbefore the date on which it will resume.
11.5.5 If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.
11.5.6 If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the charity trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.
11.6 Voting at general meetings
11.6.1 Any decision other than one falling within Clause 10.4 (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting (including proxy and e-votes). Every member has one vote.
11.6.2 A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present in person or by proxy at the meeting.
11.6.3 A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll .
Page 9 of 18
126.96.36.199 188.8.131.52 184.108.40.206
at the meeting at which it was demanded; or
at some other time and place specified by the chair; or through the use of an e-vote or other electronic means.
11.6.5 In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.
11.6.6 Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final .
11.7 Proxy voting
11.7.1 Any member of Out to Swim may appoint another member as a proxy to exerciseall or any of that member’s rights to attend, speak and vote at a general meetingof Out to Swim. Proxies must be appointed by a notice in writing (a “proxy notice”) which:
220.127.116.11 states the name and address of the member appointing the proxy;
18.104.22.168 identifies the person appointed to be that member’s proxy and thegeneral meeting in relation to which that person is appointed;
22.214.171.124 is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as Out to Swim may determine; and
126.96.36.199 is delivered to Out to Swim in accordance with the constitution and any instructions contained in the notice of the general meeting to which they relate.
11.7.2 Out to Swim may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
11.7.3 Proxy notices may (but do not have to) specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
11.7.4 Unless a proxy notice indicates otherwise, it must be treated as:
188.8.131.52 allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
184.108.40.206 appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
11.7.5 A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to Out to Swim by or on behalf of that member.
11.7.6 An appointment under a proxy notice may be revoked by delivering to Out to Swim a notice in writing given by or on behalf of the member by whom or on whose behalf the proxy notice was given.
11.7.7 A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates .
11.7.8 If a proxy notice is not signed or authenticated by the member appointing the proxy, it must be accompanied by written evidence that the person who signed orauthenticated it on that member’s behalf had authority to do so.
11.8 Electronic Voting
11.8.1 Out to Swim may, if the charity trustees so decide, allow the members to vote byelectronic mail (“e-mail”) or other electronic means (together, an ‘’e-vote’’) to elect charity trustees or to make a decision on any matter that is being decided at a general meeting of the members.
Page 10 of 18
11.8.2 For elections the trustees must appoint a returning officer who will supervise the e-vote, ballot and counting of votes. For other proposals suitably presented for a vote at the AGM or general meeting the trustees shall appoint a member to independently act in a similar manner.
11.8.3 If an e-vote is to be allowed on a matter, Out to Swim must send to members of Out to Swim not less than 21 days before the deadline for receipt of votes cast a notice by e-mail (if the member has agreed to receive notices in this way under Clause 21 (Use of electronic communications)) or by post or other suitable means of communication; including an explanation of the purpose of the vote and the voting procedure to be followed by the member, and a voting form capable of being returned by e-mail to Out to Swim or dealt with by the e-vote process, containing details of the resolution being put to a vote, or of the candidates for election, as applicable.
11.8.4 The voting procedure for votes cast by e-vote must require the member’s name tobe at the top of the e-mail or otherwise identified, and the e-vote must be authenticated in the manner specified in the voting procedure.
11.8.5 E-mail votes must be returned to an e-mail address specified in the notice.
11.8.6 The voting procedure must specify the closing date and time for receipt of votes, and must state that any votes received after the closing date or not complying with the voting procedure will be invalid and not be counted.
11.8.7 A list of names of members casting valid votes, and a separate list of members’casting votes which were invalid must be kept. These lists must be provided to a charity trustee or other person overseeing admission to, and voting at, the general meeting. A member who has cast a valid e-vote must not vote at the meeting, and must not be counted in the quorum for any part of the meeting on which he, she or it has already cast a valid vote. A member who has cast an invalid vote by post or e-mail is allowed to vote at the meeting and counts towards the quorum.
11.8.8 The result of the e-vote ballot must not be disclosed until the votes taken by hand or by poll at the meeting, or by poll after the meeting, have been counted. Only at this point shall the result of the valid votes received be declared, and these votes shall be included in the declaration of the result of the vote.
11.8.9 Following the final declaration of the result of the vote, the appointed member shall retain evidence until the minutes of the said meeting have been adopted of all e-votes for scrutiny if any dispute arises. The charity trustee or other authorised person overseeing the vote must be presented with evidence of members submitting valid and invalid e-votes.
11.8.10 Any dispute about the conduct of an e-vote ballot must be referred initially to a panel set up by the charity trustees, to consist of two trustees and two persons independent of Out to Swim. If the dispute cannot be satisfactorily resolved by the panel, the member(s) raising the objection may refer it to the Electoral Reform Services for resolution.
11.9 Adjournment of meetings
11.9.1 The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.
12. Charity trustees
12.1 Functions and duties of charity trustees and power to delegate
12.1.1 The charity trustees shall oversee the management the affairs of Out to Swim but may delegate the day-to-day management of Out to Swim to a committee and any sub-committees appointed for that purpose, who shall comply with the
Page 11 of 18
Eligibility for trusteeship
12.2.1 Every charity trustee must be a natural person and a member.
12.2.2 No one may be appointed as a charity trustee:
220.127.116.11 if he or she is under the age of 21 years; or
18.104.22.168 if he or she would automatically cease to hold office under the provisions of sub-clause 15.1.6.
12.2.3 No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until that person has expressly acknowledged, in whatever way the charity trustees decide, their acceptance of the office of charity trustee.
12.2.4 At least two of the charity trustees must have a level of experience, skills or qualifications which demonstrate an ability to properly understand and perform the function of a charity trustee.
Number of charity trustees
12.3.1 There shall be three charity trustees. If the number falls below three, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee who shall hold office on a temporary basis until the next AGM whereupon that temporary charity trustee shall be deemed to be the charity trustee retiring under Clause 13.2.
First charity trustees
12.4.1 The first charity trustees of Out to Swim are:
Constitution and the bye laws at all times provided that this power to delegate is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements:
22.214.171.124 the acts and proceedings of any committee and/or sub-committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and
126.96.36.199 the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.
12.1.2 It is the duty of each charity trustee:
to exercise their power and to perform their function as a trustee of Out to Swim in the way that trustee decides in good faith would be most likely to further the purposes of Out to Swim;
to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to any special knowledge or experience that the charity trustee has or holds out as having; and
if acting in a business or professional capacity as a charity trustee of Out to Swim, to apply any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.
188.8.131.52 184.108.40.206 220.127.116.11
Jeremy Koziol; Lucille Thirby; and Richard Walton.
Page 12 of 18
Election of charity trustees
13.1 At every AGM of the members of Out to Swim, one of the elected charity trustees shall retire from office.
13.2 Subject to Clause 12.3.1, the charity trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment. If any trustees were last appointed or reappointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
13.3 The vacancies so arising may be filled by the decision of the members at the AGM; any vacancies not filled at the AGM may be filled as provided by sub-clause 12.3.1.
Information for new charity trustees
14.1 The charity trustees will make available to each new charity trustee, on or before their first appointment:
14.1.1 a copy of this constitution and any amendments made to it;
14.1.2 a copy of the bye laws and any amendments made to it; and
14.1.3 a copy of Out to Swim’s latest trustees’ annual report and statement of accounts .
15. Retirement and removal of charity trustees
15.1 A charity trustee ceases to hold office if the trustee:
retires by notifying Out to Swim in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
is absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that their office be vacated;
in the written opinion, given to Out to Swim, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a charity trustee and may remain so for more than three months;
is removed by the members of Out to Swim in accordance with Clause 15.2; or
is disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
15.2 A charity
proposed at a general meeting of the members called for that purpose and properly convened inaccordancewithclause11,and the resolutionis passedbya two-thirds majority of votes cast at the meeting.
15.3 A resolution to remove a charity trustee in accordance with this clause shall not take effect unless the individual concerned has been given at least 21 clear days’ notice in writing thatthe resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of Out to Swim.
16. Reappointment of charity trustees
16.1 Any person who retires as a charity trustee by rotation or by giving notice to Out to Swim is eligible for reappointment. A charity trustee who has served for two consecutive terms may not be reappointed for a third consecutive term but may be reappointed after an interval of at least one year.
trustee shall be removed from office if a resolution to remove that trustee is
Page 13 of 18
17. Taking of decisions by charity trustees
17.1 Any decision may be taken either:
17.1.1 at a meeting of the charity trustees whether present in person or held by telephone or other electronic means; or
17.1.2 by resolution, in writing or electronic form agreed by all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more charity trustees has signified their agreement
save where it would be appropriate or necessary for meetings to be held in person or where the charity trustees are called upon to do so.
18. Meetings and proceedings of charity trustees
18.1 Calling meetings
18.1.1 Any charity trustee may call a meeting of the charity trustees .
18.1.2 Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.
18.2 Chairing of meetings
18.2.1 The charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.
18.3 Procedure at meetings
18.3.1 No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is two charity trustees. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
18.3.2 Questions arising at a meeting shall be decided by a majority of those eligible to vote.
18.3.3 In the case of an equality of votes, the chair shall have a second or casting vote.
18.4 Participation in meetings by electronic means
18.4.1 Ameetingmaybeheldbysuitableelectronicmeansagreedbythecharitytrustees in which each participant may communicate with all the other participants.
18.4.2 Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.
18.4.3 Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.
19. Saving provisions
19.1 All decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:
19.1.1 who was disqualified from holding office;
19.1.2 who had previously retired or who had been obliged by the constitution to vacate office; or
19.1.3 who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
Page 14 of 18
if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeti ng.
19.2 Clause 19.1 of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for Clause 19.1, the resolution would have been void, or if the charity trustee has not complied with Clause 7 (Conflicts of interest and conflicts of loyalty).
Execution of documents
20.1 Out to Swim shall execute documents by signature which shall include electronic signatures where permitted by law.
20.2 A document is validly executed by signature if it is signed by at least two of the charity trustees.
Use of electronic communications
21.1.1 Out to Swim will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
18.104.22.168 the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form; and
22.214.171.124 any requirements to provide information to the Commission in a particular form or manner.
21.2 Communication to Out to Swim
21.2.1 Any member or charity trustee of Out to Swim may communicate electronically with Out to Swim, to an address specified by Out to Swim for the purpose, so long as the communication is authenticated in a manner which is satisfactory to Out to Swim.
21.3 Communication by Out to Swim
21.3.1 Any member or charity trustee of Out to Swim, by providing Out to Swim with his or her e-mail address or similar, is taken to have agreed to receive communications from Out to Swim in electronic form at that address, unless the member has indicated to Out to Swim his or her unwillingness to receive such communications in that form.
21.3.2 The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website or other social media platforms agreed by all of the charity trustees:
126.96.36.199 188.8.131.52 184.108.40.206
provide the members with the notice referred to in Clause 11.3(Notice of general meetings);
give charity trustees notice of their meetings in accordance with Clause 18.1 (Calling meetings); and
submit any proposal to the members or charity trustees for decision by written resolution or postal vote in accordance wi th Out to Swim’spowers under Clause 10 (Members’ decisions), 10.3 (Decisions taken by resolution in writing), or 11.8 (Electronic Voting) .
21.3.3 The charity trustees must:
220.127.116.11 take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal; and
Page 15 of 18
18.104.22.168 send any such notice or proposal in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form.
22. Keeping of Registers
22.1 Out to Swim must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.
23.1 The charity trustees must keep minutes of all:
23.1.1 appointments of officers made by the charity trustees;
23.1.2 proceedings at general meetings of Out to Swim;
23.1.3 meetings of the charity trustees and committees of charity trustees including:
22.214.171.124 126.96.36.199 188.8.131.52
the names of the trustees present at the meeting; the decisions made at the meetings; and
where appropriate the reasons for the decisions;
23.1.4 decisions made by the charity trustees otherwise than in meetings. .
Accounting records, accounts, annual reports and returns, register maintenance
24.1 The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, the preparation and scrutiny of statements of accounts, and the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of Out to Swim, within 10 months of the financial year end.
24.2 The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of Out to Swim entered on the Central Register of Charities.
25.1 The charity trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of Out to Swim, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of Out to Swim on request.
26.1 If a dispute arises between members of Out to Swim about the validity or propriety of anything done by the members under this Constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must:
26.1.1 first try in good faith to settle the dispute by mediation; failing which
26.1.2 the charity trustees shall ensure that the matter is referred to a disciplinary committee constituted for the purposes.
26.2 The charity trustees shall ensure that the procedure for handling any disputes follow theASA’s Guidelines for Handling Club Disputes.
Page 16 of 18
Amendment of constitution
27.1 As provided by the Charities Act 2011 this Constitution can only be amended:
27.1.1 by resolution agreed in writing by all members of Out to Swim; or
27.1.2 by a resolution passed by more than two thirds of the members of Out to Swim voting in person by proxy, postal vote or e-vote.
27.2 Any alteration of Clause 3 (Objects), Clause 28 (Voluntary winding up or dissolution), this clause (Amendment of constitution), or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of Out to Swim or persons connected with them, requires the prior written consent of the Charity Commission.
27.3 No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
27.4 A copy of any resolution altering the constitution, together with a copy of Out to Swim’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.
Voluntary winding up or dissolution
28.1 As provided by the Dissolution Regulations, Out to Swim may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve Out to Swim can only be made:
28.1.1 at a general meeting of the members of Out to Swim called in accordance with Clause 11 (General Meetings of Members), of which not less than 21 days’ noticehas been given to those eligible to attend and vote:
184.108.40.206 by a resolution passed by more than two thirds of the members of Out to Swim voting in person, by proxy, postal vote or e-vote, or
220.127.116.11 by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
28.1.2 by a resolution agreed in writing by all members of Out to Swim.
28.2 Subject to the payment of all Out to Swim’s debts any resolution for the winding up of Out to Swim, or for the dissolution of Out to Swim without winding up, may contain a provision directing how any remaining assets of Out to Swim shall be applied.
28.3 If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of Out to Swim shall be applied.
28.4 In either case the remaining assets must be applied for charitable purposes the same as or similar to those of Out to Swim.
28.5 Out to Swim must observe the requirements of the Dissolution Regulations in applying to the Commission for Out to Swim to be removed from the Register of Charities, and in particular:
28.5.1 the charity trustees must send with their application to the Commission:
a copy of the resolution passed by the members of Out to Swim;
a declaration by the charity trustees that any debts and other liabilities of Out to Swim have been settled or otherwise provided for in full; and
a statement by the charity trustees setting out the way in which any property of Out to Swim has been or is to be applied prior to its dissolution in accordance with this constitution;
Page 17 of 18
28.5.2 the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of Out to Swim, and to any charity trustee of Out to Swim who was not privy to the application.
28.6 If Out to Swim is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
constitution “connected person” means:
29.1.1 a child, parent, grandchild, grandparent, brother or sister of the charity trustee;
29.1.2 the spouse or civil partner of the charity trustee or of any person falling within
sub-clause 30.1.1 above;
29.1.3 a person carrying on business in partnership with the charity trustee or with any person falling within sub-clause 30.1.1 or 30.1.2 above;
29.1.4 an institution which is controlled –
18.104.22.168 by the charity trustee or any connected person falling within sub- clause 30.1.1, 30.1.2, or 30.1.3 above; or
22.214.171.124 by two or more persons falling within sub-clause 126.96.36.199, when taken together
29.1.5 a body corporate in which –
188.8.131.52 the charity trustee or any connected person falling within sub-clauses 30.1.1 to 30.1.3 has a substantial interest; or
184.108.40.206 two or more persons falling within sub-clause 220.127.116.11 who, when taken together, have a substantial interest.
29.2 Section 118 of the Charities Act 2011 applies for the purposes of interpreting the terms used in this constitution.
29.3 “General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
29.4 “DissolutionRegulations”means theCharitableIncorporatedOrganisations (InsolvencyandDissolution) Regulations 2012.
29.5 The “Communications Provisions”means the Communications Provisions in[Part10,Chapter 4] of the General Regulations.
29.6 “charity trustee” means a trustee of Out to Swim.
29.7 A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.
29.8 References to the Charities Act 2011 shall be deemed to apply to any subsequent amendments, re-enactments or replacements to it.
Page 18 of 18