OTS CONSTITUTION AND BYE-LAWS – Q&A – SGM 1ST OCTOBER 2016
New legal framework / Constitution
1. Remind me, why are we doing this? What’s wrong with the existing set-up?
The current legal status of the club (an unincorporated association) is unsuited to deal with its current size and complexity, with some individuals taking on too much personal liability. We consulted Members in 2015 on a range of options and more than half thought we should pursue Charitable Incorporated Organisation (CIO) status.
2. What are the benefits of being a CIO?
The primary reason is to ensure that OTS has a separate legal identity without the Committee incurring personal legal liability. It 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.
3. What legal requirements would this new arrangement impose on OTS?
The Charities Act 2011 requires charities to prepare certain statements of account, reports and to file annual returns.
4. Won’t this just make OTS more cumbersome and inefficient?
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. There will be an inevitable level of additional complexity, but the benefits of having a devolved management structure, which will give the Disciplines a great deal more autonomy, outweigh this we feel.
5. Why are we required to have trustees? What would they do?
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 and the law generally.
6. But won’t the trustees be delegating to the Committee and Sub-Committees?
The trustees will have ultimate legal liability for the operation of the CIO. They can delegate their powers and responsibilities but not on a permanent basis, which means they will always remain primarily liable. The day-to-day operation of the Club will be delegated to the Committee, which will in turn delegate to the management team elected for each Aquatic Discipline. Under this delegated framework, the trustees will not need to intervene unless the Committee or Sub-Committees are failing in such a way that would prejudice the CIO.
7. Why three trustees? Why not more / fewer?
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.
8. How would trustees be appointed or elected?
Trustees would be elected by members at the Annual General Meeting (AGM) under the terms of the Constitution, though the first (or founding) trustees would be designated as part of the incorporation of the CIO. After that, one trustee will retire each year and a new trustee, elected at the AGM, will replace him or her, unless re-elected of course.
9. What about Committee Members?
Committee Members would be elected by members at the annual club meeting (ACM) under the terms of the Bye-laws (see Bye-laws section below). (A distinction in terminology is purposely being made between an annual general meeting (AGM) at the CIO level and an ACM at the Club level. See also Q.12.)
10. And Members of a Discipline Sub-Committee?
The election of Members to an Aquatic Discipline Sub-Committee is governed by the Bye-laws (see below).
11. We currently only have an AGM. Why introduce the additional requirement of an ACM?
We are only doing it this way to make clear the distinction between CIO business and general club business.
12. So, how will this work then?
The AGM and ACM will be held on the same day, and the ACM will follow immediately after the AGM. The AGM will deal with the formalities required due to our new status as a CIO – that’s the presentation of the annual accounts and reports and the election of the trustees. Once that’s done, the AGM concludes. We then move on to the ACM, which will include the election of the Committee and other items affecting the day-to-day running of the Club.
13. Wouldn’t it be easier to make the trustees part of the Committee?
The trustees and the Committee will 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. It also keeps the trustees free to mediate any disputes.
14. But if it’s working OK, why not?
That’s because there should be independent scrutiny of the Committee by the trustees. We wouldn’t be able to guarantee that if a trustee was in fact regulating himself/herself.
15. How will the trustees know what’s going on if they aren’t part of the Committee?
The trustees don’t need to know what’s happening at a day-to-day level – that’s not their role. The trustees will hold regular meetings with the Committee and there will also be informal interaction between the two tiers.
16. What if the trustees don’t like the decisions made by the Committee?
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. The trustees always retain the power to revoke the delegation of their powers, but would only do so in extreme circumstances. This is a legal position, which we cannot change. OTS Members ultimately control the trustees by having the power to remove them.
17. Can Members amend the Constitution?
Yes, but only by resolution agreed in writing by all Members of the Club, or by a resolution passed by more than two-thirds of all Members voting in person, by proxy, postal vote or e-vote.
18. Will this new arrangement affect our membership fees?
We keep membership fees under review all the time. At the 2016 AGM held on 19th March, a majority voted in favour of a proposal to raise fees by up to 5% from 2017, subject to the details being finalised. As part of this, the Committee will consider whether to employ someone to help with some of the administrative burden falling on existing volunteers. We’re not anticipating additional costs as a result of moving to a CIO structure, but we can’t rule it out either. We would let Members know if that looked likely.
19. How will disputes be dealt with?
If these can’t be resolved amicably by mediation, the Constitution provides a mechanism for the matter to be referred to a disciplinary committee.
20. When are you hoping to put this new arrangement in place?
If Members vote at the SGM on 1st October 2016 in favour of the change in status to CIO, we will then need the approval of the Charity Commission and the ASA, which might take a couple of months. But we’re hoping the new arrangement will be in place in early 2017. We’ll keep Members informed of progress.
21. Why do we need Bye-laws in addition to the Constitution?
The documents do different things. The Constitution is intended to deal with the operation of the CIO at a very high level and the legal rights of OTS members as members of the CIO. Constitutions are not designed to deal with day-to-day management issues and the operation of the Club itself. As a member-driven sports club, we need to define clearly who can do what and how. That’s where the Bye-laws come in.
22. The Bye-laws refer to ‘Guiding Principles’. What are they?
These are set out at paragraph 4.2 of the Constitution and all Club members are required to adhere to them. They are essentially the Club’s values and cover fundamental points such as accountability and treating all members fairly and with respect. It also means that we don’t have to set out in great detail what the various committees are permitted to do- any action or decision which contravenes the Guiding Principles will be essentially invalid.
23. Can members change the Bye-Laws?
Yes, at an Annual Club Meeting or a Special Club Meeting. An SCM would have to be called by at least 10% of the Club membership.
24. How many Members will sit on the Committee?
The Committee will comprise at least a Chair, Secretary, Treasurer, Communications Officer and one representative from each Discipline, subject to a maximum of 15 Committee Members.
25. How will they be elected?
The Committee Members, other than the Discipline representatives, will be elected by a majority of those present at the ACM. Proxy voting will be allowed.
26. Why won’t the Discipline representatives be elected at the ACM?
The Discipline representatives will be determined by the Members of those Disciplines and will automatically serve as Committee Members.
27. How many Disciplines are there?
We propose four Disciplines to start with: Swimming (to include open water and swimming lessons); Synchronised Swimming; Water Polo; and Out to Swim South. The Bye-laws allow the Committee to create additional Disciplines.
28. Who will sit on the Discipline Sub-Committees?
Each Discipline will be required to draw up operating rules setting out how Members will be appointed to the Discipline Sub-Committee.
29. So the Discipline reps will be sitting on the main Committee, too? That doesn’t seem quite right.
The reps will have different roles and responsibilities. On the Sub-Committee, their focus will be the Discipline. On the main Committee, they will still be representing the interests of the Discipline, but from a broader, Club-wide perspective.
30. Who can vote for Members to sit on a Sub-Committee?
A member who wants to vote for someone to sit on a Sub-Committee has to be a Member of the Discipline concerned, e.g. Synchro or Water Polo. So if I never play Water Polo, for example, I can’t vote for someone to sit on the Water Polo Sub-Committee.
31. How is this decided?
Membership of a Discipline will be determined by ‘Regular Attendance’. This will be taken to be attending at least four sessions a month where the Discipline offers more than 12 sessions a month, or at least twice a month if it offers less than 12.
32. What if I only have time to attend any OTS sessions once a month, say? Does that mean I don’t have a vote?
You will be able to nominate one Discipline that you wish to be a member of for voting purposes.
33. I swim and play Water Polo. Can I vote for Members to sit on both the Swimming and the Water Polo Sub-Committees?
Yes, provided you meet the ‘Regular Attendance’ criterion.
34. Will the Sub-Committees have real decision-making powers or will all decisions have to be rubber-stamped by the main Committee?
The devolved model means that the Disciplines will be able to decide for themselves things like who sits on their Sub-Committees, booking pool time, coaching arrangements, which competitions they should enter and whether to hold fundraising events, subject to agreed budgets and adherence to the Bye-Laws and Guiding Principles.
35. What about spending power?
The Disciplines 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.
36. This all sounds very complicated!
Yes it does, but it’s about formalising a structure that allows different levels of responsibility to be handled by different people rather than a few people having to do everything. And it’s what a significant amount of the Members wanted us to put in place.