Date of constitution (last amended): January 2023 

1. Name 

The name of the Charitable Incorporated Organisation (“the CIO”) is Tonbridge Sea Turtles Disability Swimming Club. 

2. National location of principal office 

The principal office of the CIO is in England. 

3. Object[s] 

The objects of the CIO shall be the relief of disabled children and adults across Tonbridge and the surrounding areas, by the provision of opportunities to learn to swim, develop and compete in disability swimming, para-swimming and other related activities, in order to help their conditions of life. 

Nothing in this constitution shall authorise an application of the property of the CIO for the purposes which are not charitable in accordance with [section 7 of the Charities and Trustee Investment (Scotland) Act 2005] and [section 2 of the Charities Act (Northern Ireland) 2008]

The byelaws of the CIO are to be compatible with the laws of the governing body unless the latter conflicts with the Objects in this Constitution.

The CIO will ensure that the above principles of equity and equal opportunities are incorporated into all aspects of its activities and the CIO also recognises and adopts the Sport England definition of Sport Equity.

4. Powers

The CIO has power to do anything which is calculated to further its object[s] or is conducive or incidental to doing so. In particular, the CIO’s powers include power to: 

(1) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land; 

(2) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use; 

(3) sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;

4) employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO 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; 

(5) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000; 

5. Application of income and property 

(1) The income and property of the CIO must be applied solely towards the promotion of the objects. 

(a) A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO. 

(b) A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011. 

(2) None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO. This does not prevent a member who is not also a charity trustee receiving: 

(a) a benefit from the CIO as a beneficiary of the CIO; 

(b) reasonable and proper remuneration for any goods or services supplied to the CIO. 

(3) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.

6. Benefits and payments to charity trustees and connected persons 

(1) General provisions No charity trustee or connected person may: 

(a) buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public; 

(b) sell goods, services, or any interest in land to the CIO; (c) be employed by, or receive any remuneration from, the CIO;

(d) receive any other financial benefit from the CIO; 

unless the payment or benefit is permitted by sub-clause (2) of this clause, 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 or has a monetary value.

(2) Scope and powers permitting trustees’ or connected persons’ benefits 

(a) A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that it is available generally to the beneficiaries of the CIO. 

(b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011. 

(c) A charity trustee may receive reasonable and proper remuneration for any goods or services supplied to the CIO.

(d) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person. 

(e) A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate). 

(f) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion. 

(g) A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.

(h) If a trustee fails to follow this procedure, the resolution to confer a benefit upon the trustee will be void and the trustee must repay to the CIO the value of any benefit received by the trustee from the CIO.

(3) Payment for supply of goods only – controls 

The CIO and its charity trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied: 

1. The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”).

(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question. 

(c) The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so. 

(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO. 

(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting. 

(f) The reason for their decision is recorded by the charity trustees in the minute book. 

(g) A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6. 

(4) In sub-clauses (2) and (3) of this clause:

(a) “the CIO” includes any company in which the CIO: 

(i) holds more than 50% of the shares; or 

(ii) controls more than 50% of the voting rights attached to the shares; or (iii) has the right to appoint one or more directors to the board of the company; 

1. “connected person” includes any person within the definition set out in clause [30] (Interpretation);

7. Conflicts of interest and conflicts of loyalty 

A charity trustee must: 

(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and

(2) absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest). 

Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter. 

8. Liability of members to contribute to the assets of the CIO if it is wound up

(1) If the CIO is wound up, each member of the CIO is liable to contribute to the assets of the CIO not more than £1, as may be required for payment of the debts and liabilities of the CIO contracted before that person or organisation ceases to be a member, for payment of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributing members among themselves. 

(2) In sub-clause (1) of this clause “member” includes any person or organisation that was a member of the CIO within 12 months before the commencement of the winding up. 

(3) But subject to that, the members of the CIO have no liability to contribute to its assets if it is wound up, and accordingly have no personal responsibility for the settlement of its debts and liabilities beyond the amount that they are liable to contribute. 

9. Membership of the CIO 

(1) Admission of new members 

(a) Eligibility Membership of the CIO is open to anyone who is interested in furthering its purposes, and who, by applying for membership, has indicated his, her or its agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause. 

A member may be an individual, a corporate body, or [an individual or corporate body representing] an organisation which is not incorporated.

1. Admission procedure 
2. The total membership of the CIO shall not normally be limited. If however the trustees consider that there is a good reason to impose any limit from time to time then the trustees shall put forward appropriate proposals for consideration by the members of the CIO at a General Meeting. The members shall have the right to impose and remove from time to time any limits on total membership or any category of membership of the CIO. 
3. All persons who assist in any way with the CIO’s activities shall become members of the CIO and hence of Swim England and the relevant Swim England membership fee shall be paid. Assisting the CIO’s activities shall include, but not be restricted to, administrators, associate members, voluntary instructors, teachers and coaches, team managers, lifeguards, committee members, helpers, honorary members, life members, officers, patrons, presidents. Technical and nontechnical officials, temporary members and verifiers of tutors of the Swim England’s educational certificates.
4. Paid instructors, teachers and coaches who are not members of the CIO must be members of a body which accepts that its members are bound by Swim England’s Code of Ethics, Swim England Regulations relating to ‘Wavepower’ and those parts of the Judicial Regulations and procedures necessary for their implementation and whilst engaged in activities under the jurisdiction of Swim England shall be subject to all the constraints and privileges of the Judicial Regulations. 
5. Any person who wishes to become a member of the CIO must submit a signed application (or electronic) to the Membership Secretary (and in the case of a junior swimmer the application must be signed by the swimmer’s parent or guardian). Election to membership shall be determined by the Membership Secretary but other person(s) authorised by the committee may make recommendation as to the applicant’s acceptability. 
6. The Membership Secretary shall
   1. If they approve an application for membership, notify the applicant of their decision within 21 days
   2. 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. 
7. Any person refused membership may seek a review of this decision before a Review Panel’ appointed by the Executive Committee, comprised of not less than three members, who may or may not be members of the Executive Committee. The Review Panel shall wherever practicable include one independent member nominated by Swim England South East Region. 
8. The person refused membership shall be entitled to make representations to the Review Panel. The procedures for review shall be at the discretion of the Review Panel whose decision shall be final and binding.
9. In its consideration of applications for membership, the CIO shall not act in a discriminatory manner and in particular, shall adhere to the Equality Act 2010 (as may be amended). Accordingly (unless the CIO chooses to restrict its membership on the basis of a Protected Characteristic) the CIO shall not refuse membership on the basis of a Protected Characteristic within the Equality Act 2010, such as disability; gender or gender identity, pregnancy, race religion or belief, sexual orientation. Neither may refusal be made on the grounds of political persuasion. The CIO shall implement the Swim England Equal Opportunities policy. 
10. The CIO may refuse membership only for good and sufficient cause, such as conduct or character likely to bring the CIO or the sport into disrepute, or is in arrears with another Swim England affiliated Club, or in the case of a swimmer, being unable to achieve the entry standards as laid down and provided by the CIO to the applicant for membership.
11. The category of membership shall be decided in accordance with the following:
    1. Senior Members, who shall be not less than 18 years of age, shall be eligible to hold office and to attend and vote at Committee and General meetings and to submit nominations, proposals and resolutions to a General Meeting of the membership.
    2. Junior Members, who shall be less than 18 years of age, shall not be allowed to hold office, attend meetings of the committee, unless by invitation of the committee or vote at the Committee or General Meetings or submit nominations, proposals or resolutions for consideration at a General Meeting of the Membership. 
    3. Honorary Members. The Annual General Meeting may elect any person as an Honorary Member of the CIO for such a period as it thinks fit and they shall be entitled to all the privileges of membership except that they shall not be entitled to make nominations for office, to submit proposals and resolutions for consideration at a GM of the membership, to vote at meetings or serve as officers or on the Committee unless any such person shall have retained in addition their ordinary membership of the CIO. Such Life members must be included in the CIO’s annual return of members to Swim England. 
    4. Life Members. The Annual General Meeting may elect any person as a Life Member on a recommendation made by the Committee in recognition of outstanding services rendered to the CIO. Life Members shall be entitled to all the privileges membership except that they shall not be entitled to make nominations for officer, to submit proposals and resolutions for consideration at a GM of the membership, to vote at meetings or serve as officers or on the Committee unless any such person shall have retained in addition their ordinary membership of the CIO. Such Life Members must be included in the CIO’s annual return of members to Swim England. 
    5. Temporary Members, who are individuals granted temporary membership by Swim England by virtue of their participation in specific organised event(s) organised by the CIO in conjunctions with a club, body, association or organisation under the provision of the Swim England Regulation on temporary membership. Temporary Members shall not be entitled to make proposals and resolutions, to vote at meetings and serve as officers or on the Committee.
    6. Associate Members, who shall be not less than 18 years of age, who shall be elected by the Committee in recognition of support services rendered by the CIO. Associate Members shall be entitled to all the privileges of membership including the right to make nominations for office and for the Committee, to submit proposals and resolutions for consideration at any GM of the membership, to vote at GMs, to hold office and be elected to the Committee and must be included in the CIOs annual return of members to Swim England.
    7. Supporter member (coaching, teaching staff, non-swimmer member, President).
    8. Official Non-Swimming member (alternative to above, e.g. Committee).
    9. Associate Member (can apply to those who have applied for membership and have been accepted on a trial period (define time) before becoming a full member)or visitors to the area.
12. may require applications for membership to be made in any reasonable way that they decide; 

(2) Transfer of membership 

Membership of the CIO cannot be transferred to anyone else [except in the case of an individual or corporate body representing an organisation which is not incorporated, whose membership may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until the CIO has received written/email notification of the transfer]. 

(3) Duty of members 

It is the duty of each member of the CIO to exercise his or her powers as a member of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO. 

(4) Termination of membership 

(a) Membership of the CIO comes to an end if: 

(i) the member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or 

(ii) the member sends a written/email notice of resignation to the Membership Secretary. A minimum of one month’s notice is required; or 

(iii) any sum of money owed by the member to the CIO is not paid in full within three months of its falling due. Where the membership of a member is terminated in this way the member shall be informed in writing that they are no longer a member by notice handed to them or sent by post to their last known home address or by email; or

(iv) a member who resigns from the Club will still be liable for any payments due until their membership expires (a minimum of one month’s notice is required). This may include training fees up to the last day of membership, any entry fees due for events entered up to and beyond their resignation and any payments for one off events such as swim camps, social events and additional swim training sessions and items ordered through the club; or

(v) the Charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership and pass a resolution to that effect. 

(b) Once created, Honorary and Life membership may only be removed at an Annual General Meeting of the CIO, when it shall be properly proposed in accordance with this constitution. 

1. A minimum of 21 days in advance of the AGM, the Secretary shall write or make contact electronically with all holders of Honorary or Life membership drawing the proposal to their attention and inviting them to attend the AGM.
2. Where the effected holder or holders of Honorary or Life membership do not attend or are unable to attend the AGM, the Chairperson may allow the matter in so far as it relates to the absent person(s) to proceed directly to vote, which shall be by show of hands or secret ballot (method to be decided by Chairperson). 

(c) Before the charity trustees take any decision to remove someone from membership of the CIO they must: 

(i) inform the member of the reasons why it is proposed to remove him, her or it from membership; 

(ii) give the member at least 21 clear days notice in which to make representations to the charity trustees as to why he, she or it should not be removed from membership; 

(iii) at a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership; 

(iv) consider at that meeting any representations which the member makes as to why the member should not be removed; and 

(v) allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses. 

(vi) comply with the relevant Judicial Regulations for handling Internal Club Disputes as the same may be revised from time to time. A copy of the relevant Regulations and Procedures are given as an Appendix to this Constitution. 

(d) A member may noy be expelled or subject to clause 5(d) below be made the subject or any other penalty unless the panel hearing the complaint shall by two-thirds majority vote in favour of the expulsion of or other penalty imposed upon the member. 

(e) The Executive Officers of the CIO (or any person to whom the Committee shall delegate this power) may temporarily suspend or exclude a member from particular training sessions and/or wider CIO activities, when in their opinion, such action is in the interests of the CIO. Where such action is taken the incident or matter will thereafter be dealt with in accordance with the appropriate Judicial Regulations. 

(f) Upon expulsion, the former member shall not be entitled to have any part of the Annual Membership fee to be refunded and must return any CIO or external body’s trophy or trophies or equipment held forthwith.  

(g) The Swim England Membership Department and the Swim England Region shall be informed should a member resign when still owing money or goods to the CIO. 

(5) Membership fees 

(a) The CIO may require members to pay reasonable membership fees to the CIO. 

(b) The members’ lesson / training fees, annual membership fees and other one-off fees (e.g. additional lessons / training, entry fees, social events, swim camp costs etc) shall be determined from time to time by the Committee and they shall in so doing make special provision for the different classes of membership as the Committee shall determine. This shall include the power to make such increase in subscription as shall, where the CIO pays the individual Swim England Membership Fees to Swim England and on behalf of members, be consequential upon an increase in individual Swim England membership fees. Any increase in subscriptions shall be advised to the members in writing/email with the reasons for any increase to be reported to the members at the next AGM. 

(c) The annual subscription (pro rata based on time of year) shall be due on joining the CIO. Thereafter the training and other fees as applicable shall be due as determined by the Committee. 

(d) Any member whose training and other fees as applicable are unpaid by the date falling 60 days after the due date for payment may be suspended by the Committee from some or all CIO activities from a date to be determined by the Committee and until such payment is made.

(e) The Trustees shall have the power in special circumstances to remit the whole or part of the fees, including the Swim England membership fees, to address the issues of social inclusion. 

(f) Any member who resigns the CIO in accordance with clause 4 (a) (ii) of this clause shall not be entitled to have any part of the Annual Membership fee or any other fees returned. Any member removed from membership by the CIO shall not be entitled to have any part of the annual membership refunded and must return any CIO priority forthwith. 

(6) Informal or associate (non-voting) membership 

(a) 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 conditions for admission to, and termination of membership of any such class of members. 

(b) Other references in this constitution to “members” and “membership” do not apply 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’ decisions 

(1) General provisions 

Except for those decisions that must be taken in a particular way as indicated in sub-clause (4) of this clause, decisions of the members of the CIO may be taken either by vote at a general meeting as provided in sub-clause (2) of this clause or by written resolution as provided in subclause (3) of this clause. 

(2) Taking ordinary decisions by vote 

Subject to sub-clause (4) of this clause, any decision of the members of the CIO may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting [(including votes cast by postal or email ballot, and proxy votes)]. 

(3) Taking ordinary decisions by written resolution without a general meeting 

(a) Subject to sub-clause (4) of this clause, 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: 

(i) a copy of the proposed resolution has been sent to all the members eligible to vote; and 

(ii) 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 agreement must be authenticated by their signature (or in the case of an organisation which is a member, by execution according to its usual procedure), by a statement of their identity accompanying the document, or in such other manner as the CIO has specified. 

(b) The resolution in writing may comprise several copies to which one or more members has signified their agreement. 

(c) Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated in accordance with paragraph (a) above. 

(d) Not less than 10% of the members of the CIO may request the charity trustees to make a proposal for decision by the members.

(e) The charity trustees must within 21 days of receiving such a request comply with it if: 

(i) The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material; 

(ii) The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and 

(iii) Effect can lawfully be given to the proposal if it is so agreed. 

(f) Sub-clauses (a) to (c) of this clause apply to a proposal made at the request of members.

(4) Decisions that must be taken in a particular way 

(a) Any decision to remove a trustee must be taken in accordance with clause [15(2)].] 

(b) Any decision to amend this constitution must be taken in accordance with clause [28] of this constitution (Amendment of Constitution). 

(c) Any decision to wind up or dissolve the CIO must be taken in accordance with clause [29] of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011. 

11. General meetings of members 

(a) Types of general meeting There must be an annual general meeting (AGM) of the members of the CIO. The first AGM must be held within 18 months of the registration of the CIO, and subsequent AGMs must be held at intervals of not more than 15 months. 

(b) The Annual General Meeting of the CIO shall be held each year in October or November. The date, time and venue of the AGM shall be fixed by the Committee.  

(c) The purpose of the Annual General Meeting is to transact the following business:

(i) To receive the annual statement of accounts (duly audited or examined where applicable).

(ii) To received the trustees’ annual report.

(iii) To elect trustees and the Executive Officers and the other members of the Committee as required under clause 13 of this Constitution.

(iv) To remove and elect the independent examiner (who must not be a member of the Committee or member of the family of a Committee member) or confirm that he/she remain in office. 

(v) To elect a President if required. See also clause 9(x) (Honorary Members and Life Members). 

(vi) To elect Honorary and Life Members of the CIO. 

(vii) To decide on the dissolution of existing honorary membership categories. See also clause 9(x) (Honorary Members and Life Members). 

(viii) To decide on any resolution, proposal or submission that is duly submitted in accordance with sub-clause (d) of this clause. If a proposal to alter the constitution of the CIO is to be considered at the meeting, the text of the proposed alteration must be included. See also clause 29 (Voluntary winding up or dissolution). 

(d) Notice of any resolution, proposal or submission to be considered at a General Meeting, duly proposed and seconded shall be given in writing or by electronic means to the Secretary not later than 21 days prior to the date of the meeting. Nominations for election for members to any office or for membership of the Committee shall be made in writing / email by the proposer and seconder to the Secretary no later than 21 days prior to the AGM. The nominee shall be required to indicate in writing on the nomination form their willingness to stand for election.  

(e) Other General Meetings of the members of the CIO may be held at any time. These shall be called Special General Meetings. 

(f) The Secretary or in their absence another Executive Committee member shall take minutes at the annual and other general meetings. 

(g) All General Meetings must be held in accordance with the following provisions.

(2) Calling general meetings 

(a) The charity trustees: 

(i) must call the annual general meeting of the members of the CIO in accordance with sub-clause (1) of this clause, and identify it as such in the notice of the meeting; and 

(ii) may call any other general meeting of the members at any time. 

(iii) may only in the event of exceptional circumstances postpone a GM once the date, time and venue has been fixed and advised to members. A postponed meeting shall normally be reconvened on a date within one month of the original dare and a minimum of 7 days advance notice given to the members of the rescheduled date, time and venue. At this meeting the same agenda shall be used. 

(b) The charity trustees must, within 28 days, call a general meeting of the members of the CIO if: 

(i) they receive a request to do so from at least 10% or 10 members of the members of the CIO, whichever is greater; and 

(ii) the request states the general nature of the business to be dealt with at the meeting is authenticated by the member(s) making the request. 

(c) If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%. 

(d) Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting. 

(e) A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious. 

(f) Any general meeting called by the charity trustees at the request of the members of the CIO must be held within 28 days from the date on which it is called. 

(g) 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. 

(h) 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. 

(i) The CIO 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 the CIO shall be entitled to be indemnified by the charity trustees who were responsible for such failure.

(3) Notice of general meetings 

(a) The charity trustees, or, as the case may be, the relevant members of the CIO, must give at least 28 clear days notice of any general meeting to all of the members, and to any charity trustee of the CIO who is not a member. 

(b) If it is agreed by not less than 90% of all members of the CIO, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause (3) (a) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations. 

(c) The notice of any general meeting must, or where allowed under : 

(i) state the time and date of the meeting: 

(ii) give the address at which the meeting is to take place;               

(iii) 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 the Secretary shall be personally responsible for the handing out or sending to each member at his last known address a written agenda giving notice of the date, time and place of the General Meeting together with the resolutions to be proposed at least 14 days before the meeting and in the case of the AGM, a list of nominees for the Committee posts and a copy of the examined accounts. The Secretary may with the agreement of the member concerned, distribute these materials by email or similar. The Notice of Meeting shall in addition wherever possible be displayed on the Club Notice Board where one exists. 

(iv) if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration; 

(v) include, with the notice for the AGM, the annual statement of accounts and trustees’ annual report, details of persons standing for election or reelection as trustee, or where allowed under clause [22] (Use of electronic communication), details of where the information may be found on the CIO’s website. 

(d) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent. 

(e) 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 the CIO

(4) Chairing of general meetings 

(a) The person nominated as chair by the charity trustees under clause [19](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 the CIO who are present at a general meeting shall elect a chair to preside at the meeting. 

(b) The Chairperson shall at all General Meetings have unlimited authority upon every question of order and shall be, for the purpose of such meeting, the sole interpreter of the Constitution of the CIO. 

(5) Quorum at general meetings 

(a) No business may be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts. 

(b) Subject to the following provisions, the quorum for general meetings shall be the greater of [5]% or [three] members. An organisation represented by a person present at the meeting in accordance with sub-clause (7) of this clause, is counted as being present in person. 

(c) 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. 

(d) 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 [either be announced by the chair or] be notified to the CIO’s members at least seven clear days before the date on which it will resume. 

(e) 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. 

(f) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the 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. 

(6) Voting at general meetings 

(a) 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 postal votes)]. Every member has one vote [unless otherwise provided in the rights of a particular class of membership under this constitution].

(b) 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. 

(c) 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. 

(d) A poll may be taken: 

(i) at the meeting at which it was demanded; or 

(ii) at some other time and place specified by the chair; or 

(iii) through the use of postal or electronic communications. 

(e) 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.] 

(f) 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. 

(7) Representation of [organisations and] corporate members

(a) An organisation or a corporate body that is a member of the CIO may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of the CIO. 

(b) The representative is entitled to exercise the same powers on behalf of the [organisation or] corporate body as the [organisation or] corporate body could exercise as an individual member of the CIO. 

(8) Adjournment of meetings 

(a) 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.

(9) Proxy voting 

(a) Any member of the CIO may appoint another person as a proxy to exercise all or any of that member’s rights to attend, speak and vote at a general meeting of the CIO. Proxies must be appointed by a notice in writing (a “proxy notice”) which: 

(i) states the name and address of the member appointing the proxy; 

(ii) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed; 

(iii) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the CIO may determine; and 

(iv) is delivered to the CIO in accordance with the constitution and any instructions contained in the notice of the general meeting to which they relate. 

(b) The CIO may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes. 

(c) 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. 

(d) Unless a proxy notice indicates otherwise, it must be treated as: 

(i) 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 

(ii) 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. Notes 34 

(e) 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 the CIO by or on behalf of that member. 

(f) An appointment under a proxy notice may be revoked by delivering to the CIO a notice in writing given by or on behalf of the member by whom or on whose behalf the proxy notice was given. 

(g) 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. 

(h) 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 or authenticated it on that member’s behalf had authority to do so

12. Charity trustees 

(1) Officers and trustees

(a) The charity and its property shall be managed and administered by a committee comprising the officers and other members elected in accordance with this constitution. The officers and other members of the committee shall be the trustees of the Charity and in this constitution are together called ‘the trustees’.

(b) The charity shall have the following Executive Officers: 

(i)  A chair,

(ii) A secretary, 

(iii) A treasurer

(2) Functions and duties of charity trustees 

(a) The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. The trustees shall have the sole right of appointing and determining the terms and conditions of service and the paid and volunteer workforce of the CIO. 

(b) The trustees shall have the power to enter into contracts for the purposes of the CIO on behalf of all the members of the CIO. 

(c) The trustees shall be entitled to an indemnity out of the assets of the CIO for all expenses and other liabilities properly incurred by them in the management of the affairs of the CIO. 

(d) It is the duty of each charity trustee: 

(i) to exercise his or her powers and to perform his or her functions as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and 

(ii) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to: 

(1) any special knowledge or experience that he or she has or holds himself or herself out as having; and 

(2) if he or she acts as a charity trustee of the CIO in the course of a business or profession, to 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. 

(3) Eligibility for trusteeship 

(a) Every charity trustee must be a natural person. 

(b) No one may be appointed as a charity trustee: 

(i) if he or she is under the age of 18 years; or 

(ii)  if he or she would automatically cease to hold office under the provisions of clause [15(1)(f)]. 

(c) No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee. 

(4) Number of charity trustees 

(a) There must be at least three charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee. 

(b) The maximum number of Trustees is 10. The charity trustees may not appoint any charity 

trustee if as a result the number of charity trustees would exceed the maximum.

(4) First charity trustees 

The first charity trustees of the CIO are –

VICTORIA SWIFT

EMMA BUDD

AMEL DAHANE

13. The Committee 

(1) The Committee shall be elected at each Annual General Meeting and shall hold office until the conclusion of the meeting at which their successors are appointed. 

(2) Nominations for election for charity trustees shall be made in writing by the proposer and seconder to the Secretary not later than 21 days before the AGM. The nominee shall indicate in writing their willingness to stand for election. 

(3) At every annual general meeting of the members of the CIO, one-third of the charity trustees shall retire from office. If the number of charity trustees is not three or a multiple of three, then the number nearest to one-third shall retire from office, but if there is only one charity trustee, he or she shall retire; 

(4) 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; 

(4) The vacancies so arising may be filled by the decision of the members at the annual general meeting; any vacancies not filled at the annual general meeting may be filled as provided in sub-clause (5) of this clause; 

(5) The members or the charity trustees may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in accordance with clause [15] (Retirement and removal of charity trustees), or as an additional charity trustee, provided that the limit specified in clause [12(3)] on the number of charity trustees would not as a result be exceeded; A person so appointed by the members of the CIO shall retire in accordance with the provisions of sub-clauses (2) and (3) of this clause. 

(6) In addition to the elected members, the trustees may co-opt up to five further members of the CIO, provided that the limit specified in clause 13 of this constitution on the number of charity trustees would not as a result be exceeded. Co-opted members of the committee shall serve until the next Annual General Meeting.  Co-opted members shall be entitled to vote at the meetings of the Committee and shall not be counted in establishing whether a quorum is present.  Co-opted members shall not be less than 18 years of age. A person so appointed by the charity trustees shall retire at the conclusion of the next annual general meeting after the date of his or her appointment, and shall not be counted for the purpose of determining which of the charity trustees is to retire by rotation at that meeting. 

(7) The Committee shall appoint a member of the CIO as Welfare Officer who must be not less than 18 years of age who should have an appropriate background and who is required to undertake appropriate training in accordance with ‘Wavepower’. Although the Welfare Officer will not be a trustee, he/she will have a right to attend Committee meetings without a power to vote. 

(8) The trustees shall maintain an Accident Book (either hard copy or electronic) in which all accidents to CIO members at swimming related activities shall be recorded. Details of such accidents shall be reported to the insurers in accordance with the Swim England Accident/Incident Notification guidelines. The CIO shall make an annual return to the Swim England Membership Department indicating whether or not an entry has been made in the prescribed online form.

(9) The Committee shall appoint a member of the CIO who shall be the responsible for overseeing the CIO’s compliance with data protection laws. 

(10) The Annual General Meeting of the CIO, if it thinks fit, may elect a President.  A President need not be a member of the CIO on election but shall, ex officio, be an honorary member of the CIO and must be included in the CIO’s annual return of members to Swim England.

14. Information for new charity trustees 

The charity trustees will make available to each new charity trustee, on or before his or her first appointment: 

(a) a copy of this constitution and any amendments made to it; and 

(b) a copy of the CIO’s latest trustees’ annual report and statement of accounts. 

15. Retirement and removal of charity trustees 

(1) A charity trustee ceases to hold office if he or she: 

(a) retires by notifying the CIO 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); retires by rotation in accordance with clause 13.

(b) 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 his or her office be vacated; 

(c) dies; 

(d) in the written / email opinion, given to the CIO, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months; 

(e) [is removed by the members of the CIO in accordance with sub-clause (2) of this clause;] or 

(f) 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). 

(2) A charity trustee shall be removed from office if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause [11], and the resolution is passed by a [two-thirds] majority of votes cast at the meeting.

(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 14 clear days’ notice in writing that the 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 the CIO.] 

16. Reappointment of charity trustees 

(a) Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for reappointment. [A charity trustee who has served for [three] consecutive terms may not be reappointed for a [fourth] consecutive term but may be reappointed after an interval of at least one year.] 

17. Taking of decisions by charity trustees 

Any decision may be taken either:

1. at a meeting of the charity trustees; or 
2. by resolution in writing [or electronic form] agreed by a majority of 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 which the majority of all of the charity trustees has signified their agreement. 

18. Delegation by charity trustees 

(1) The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they must determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation. 

(2) This power 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 –

(a) a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee; 

(b) the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and 

(c) the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers. 

19. Meetings and proceedings of charity trustees 

(1) Calling meetings 

(a) Any charity trustee may call a meeting of the charity trustees. The Secretary must call a meeting of the trustees if requested to do so by a trustee. 

(b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required. 

(c) Meetings of the trustees shall be held not less than four times per year save where the Committee itself shall by a simple majority resolve not to meet. 

(d) The Chairperson and the Secretary shall have discretion to call further meetings of the Committee if they consider it to be in the Interests of the CIO. 

(e) The Secretary shall give all the members of the Committee not less than seven days’ notice of a meeting in writing or by electronic means. 

(2) Chairing of meetings 

(a) 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. 

(3) Procedure at meetings 

(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is [one third] of the total number of charity trustees, plus at least one Executive Officer. 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. 

(b) In the event that a quorum is not present within 30 minutes of the published start time, a meeting shall stand adjourned to the time and date falling seven days after the date of the meeting, or such other date and time as may be determined by the Chairperson.  If a quorum is not present at the adjourned meeting then those Committee members attending may act for the purpose of calling a Special General Meeting of the members, to which the provisions as to minimum notice contained in clause 12 of this constitution (General meetings of members) shall not apply.

(c) Decisions of the Committee shall be made by a simple majority. In the event of equality of votes the Chairperson (or the acting Chairperson of that meeting) shall have a casting or additional vote.

(d) The Secretary, or in their absence a member of the Committee, shall take minutes 

(4) Participation in meetings by electronic means 

(a) A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.

(b) 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. 

(c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes. 

20. Saving provisions 

(1) Subject to sub-clause (2) of this clause, 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: 

(a)  who was disqualified from holding office; 

(b)  who had previously retired or who had been obliged by the constitution to vacate office; 

(c) who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise; 

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 meeting. 

(2) Sub-clause (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 (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). 

21. Execution of documents 

(1) The CIO shall execute documents either by signature or by affixing its seal (if it has one). 

(2) A document is validly executed by signature if it is signed by at least two of the charity trustees. 

22. Use of electronic communications 

(1) General

The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular: 

(a) 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; 

(b) any requirements to provide information to the Commission in a particular form or manner. 

(2) To the CIO

(a) Any member or charity trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO. 

(3) By the CIO

(a) Any member or charity trustee of the CIO, by providing the CIO with his or her email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO his or her unwillingness to receive such communications in that form. 

(b) The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website:

(i) Provide the members with the notice referred to in clause 12(3) of this constitution (Notice of general meetings); 

(ii) Give charity trustees notice of their meetings in accordance with clause 20(1) of this constitution (Calling meetings). 

(c) The charity trustees must: 

(i) Take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal;

(ii) 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.

23. Keeping of Registers 

The CIO 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. 

24. Minutes

The charity trustees must keep minutes of all: 

(1) appointments of officers made by the charity trustees; 

(2) proceedings at general meetings of the CIO; 

(3) meetings of the charity trustees and committees of charity trustees including: 

(i) the names of the trustees present at the meeting; 

(ii) the decisions made at the meetings; and 

(iii) where appropriate the reasons for the decisions; 

(4) decisions made by the charity trustees otherwise than in meetings. 

25. Accounting records, accounts, annual reports and returns, register maintenance

(1) The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to 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 the CIO, within 10 months of the financial year end.

(2) The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.

(3) The CIO must retain all minutes and accounting records, for example, cash books, invoices, receipts, Gift Aid records etc. for at least 6 years. 

26. Rules

(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 the CIO, 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 the CIO on request. 

27. Disputes 

(1) If a dispute arises between members of the CIO 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 first try in good faith to settle the dispute by mediation before resorting to litigation. 

(2) The CIO shall adopt the Swim England Guidelines for Handling Internal Club Disputes. See also clause 9(4)(b)(vi) of this constitution.

28. Amendment of constitution 

As provided by clauses 224-227 of the Charities Act 2011: 

(1) This constitution can only be amended:

(a) by resolution agreed in writing by all members of the CIO; or 

(b) by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the CIO. 

(2) Any alteration of clause 3 (Objects), clause [29] (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written / email consent of the Charity Commission. 

(3) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid. 

(4) A copy of any resolution altering the constitution, together with a copy of the CIO’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. 

29. Voluntary winding up or dissolution 

(1) As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made: 

(a) at a general meeting of the members of the CIO called in accordance with clause [11] (Meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:

(i) by a resolution passed by a 75% majority of those voting, or 

(ii) 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 

(b) by a resolution agreed in writing by all members of the CIO. 

(2) Subject to the payment of all the CIO’s debts: 

(a) Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied. 

(b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied. 

(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO. 

(3) The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:

(a) the charity trustees must send with their application to the Commission: 

(i) a copy of the resolution passed by the members of the CIO; 

(ii) a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and 

(iii) a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution; 

(b) the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application. 

(4) If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

(5) After the CIO is wound up, the trustees must arrange for the accounting books and records of the CIO (including cash books, invoices and receipts) to be kept for at least three years after the year they were made. 

(6) The former charity trustees remain responsible for the decisions they made while they were in office.

31. Clarity on Equality, Data, Affiliations and Rules / Charities Act 

(1)   (a) The CIO is committed to treat everyone equally within the context of its activity and with due respect to the differences of individuals. This shall be, for example, regardless of age, sex, ethnic origin, religion, disability or political persuasion, on any grounds. 

(b) The CIO shall not apply nor endorse unlawful or unjustified discrimination, and shall act in compliance with the protections afforded by the Equality Act 2010 (as may be amended from time to time).

1. The CIO shall implement the Swim England Equality Policy (as may be amended from time to time).
2. The CIO will comply with the Data Protection Act 2018 (as may be amended from time to time).

(2) The CIO shall be affiliated to Swim England South East Region and the Kent County ASA and shall adopt and conform to the rules of those Associations, and to such other bodies as the CIO may determine from time to time.

(3) The business and affairs of the CIO shall at all times be conducted in accordance with the ​

Company Regulations, General Regulations, and Technical Rules of Swim England (“Swim England Regulations”) and in particular:

1. All competing members shall be eligible competitors as defined in Swim England Regulations; 
2. The CIO shall in accordance with Swim England Regulations adopt Swim England’s Child 

Safeguarding Policy and Procedures (‘Wavepower’); and shall recognise that the welfare of 

children is everyone’s responsibility and that all children and young people have a right to have fun, be safe and be protected from harm.

(c) Members of the CIO shall in accordance with Swim England Regulations comply with 

Wavepower’.

(4) By virtue of the affiliation of the CIO to Swim England xxxxxx Region, the CIO and all members of the CIO acknowledge that they are subject to the Regulations, Rules and Constitutions of:

(a) Kent County ASA;

(b) Swim England South East Region; 

(c) Swim England (to include the Code of Ethics); 

(d) British Swimming (in particular its Doping Control Rules and Protocols and the Judicial Code); 

(e) FINA, the World governing body for the aquatic sports (hereinafter defined as” Rules of a Governing Body”; and

(f) LEN, the European governing body for the aquatic sports. 

(5) This constitution shall be read in conjunction with the laws of the land, in particular, the Charities Act 2011 (as may be amended from time to time).  For the avoidance of doubt, nothing in this Constitution shall seek supremacy over the law of the land. In the event of any conflict between the Governing Body rules and the laws of the land, the laws of the land shall prevail. 

(6) In the event that there shall be any conflict between any rule or by-law of the CIO and any of the Governing Body Rules then the relevant Governing Body Rule shall prevail.  This is to the extent that they do not conflict with the Objects of the Charity and the Charites Act 2011 (as may be amended from time to time) – as described and explained in clause 31 (6). 

31. Interpretation 

In this constitution: 

“connected person” means: 

(a) a child, parent, grandchild, grandparent, brother or sister of the charity trustee;

(b) the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above; 

(c) a person carrying on business in partnership with the charity trustee or with any person falling within subclause (a) or (b) above; 

(d) an institution which is controlled – (i) by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or (ii) by two or more persons falling within sub-clause (d)(i), when taken together 

(e) a body corporate in which – 

(i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or 

(ii) two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.

Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution. 

“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012. 

“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012. 

The “Communications Provisions” means the Communications Provisions in [Part 9, Chapter 4] of the General Regulations. 

“charity trustee” means a charity trustee of the CIO. 

A “poll” means a counted vote or ballot, usually (but not necessarily) in writing

32. Finance

(1) Financial Year

(a) The financial year of the CIO shall be the period of 1st September and ending on 31st August. Any change to the financial year shall require the approval of members in a General Meeting. 

(b) The Annual General Meeting of the CIO shall be held each year on a date in October or November. The date, time and venue for the AGM shall be fixed by the Committee. Adequate time must be given after the financial year end for the preparation, independent examination and dispatch to members of the accounts. 

(2) The financial transactions of the CIO shall be recorded by the Treasurer in such a manner as all trustees think fit.

(3) All cash and cheques received by the CIO shall be deposited in a bank account in the name of the CIO. No sum shall be drawn from that account except by cheque, electronic means, telephone methods or online and sanctioned by two of the authorised individuals who shall be Chairperson and Secretary and Treasurer (the Executive Officers). No two Executive Officers should be related.

(4) Any moneys not required for immediate use may be invested as the trustees in their discretion see fit. 

(5) The trustees shall be responsible for ensuring that the Accounts of the CIO for each financial year be examined by an independent examiner to be appointed by the members in a General Meeting.

(6) The trustees may borrow money on behalf of the CIO for the purposes of the CIO from time to time at their own discretion up to such limits on borrowing as may be laid down from time to time by a General Meeting for the General upkeep of the CIO or with the prior approval of a General Meeting for any other expenditure, additions or improvements.

(7) When so borrowing the trustees shall have the power to raise in any way any sum or sums of money and to raise and secure the repayments of any sum or sums of money in such a manner or on such terms and conditions as it thinks it, and in particular by mortgage of or charge upon or by the issues of debentures charged upon all or any part of the property of the CIO. See Clause (4) Powers. 

(8) The Committee shall have no power to pledge the personal liability of any member of the CIO for the repayment of any sums so borrowed. 

33. Acknowledgement

(1) The Members acknowledge that these Rules constitute a legally binding contract to regulate the 

relationship of the members with each other and the CIO.

(2) The following statement needs to appear on CIO membership forms and is to be signed by the 

member and must also be countersigned by the parent, or a person having parental responsibility for the member, if under 18 years of age.

I acknowledge receipt of the rules of Tonbridge Sea Turtles Disability Swimming Club and confirm my understanding and acceptance that such rules (as amended from time to time) shall govern my membership of the CIO. 

I further acknowledge and accept the responsibilities of membership upon members as set out in 

these rules.

Data Protection Statement:

It shall be a condition of affiliation or membership that all members shall be subject to and bound by any Swim England Rule, Regulation or Condition, in addition to complying with the Equality Policy, the Child Safeguarding Regulations and the Data Protection Act 2018 which may from time to time apply to them. 

[Note: This consent needs to be provided by the parent for children under the age of 13 years. Anyone over the age of 13 years can provide consent for the use of data under the Data Protection Act 2018] 

The CIO  will take the protection of the data that we hold about you as a member seriously and will do everything possible to ensure that data is collected, stored, processed, maintained, cleansed and retained in accordance with current and future UK data protection legislation.

Please read the full privacy notice carefully to see how the CIO will treat the personal information that you provide to us. We will take reasonable care to keep your information secure and to prevent any unauthorised access.

When you become a member of or renew your membership of the CIO you will automatically be registered as a member of Swim England. We will provide Swim England with your personal data which they will use it to enable access to an online portal. It is vital, therefore, that a valid email address is given, so that you can ensure that your data is correct and so that you can set your own privacy settings.

Appendices 1 and 3 are available to view by clicking on the following link to refer to the 

most up to date version of the Swim England Handbook

https://www.swimming.org/swimengland/swim-england-handbook/ 

Appendix 1         Code of Ethics (page 18 of Swim England Handbook – see link above)

Appendix 2         Guidelines for handling internal club disputes (see pages 29 to 31 – below)

Appendix 3         Internal club disputes (see note immediately below)

The rights and responsibilities of a Club in terms of its discipline, its internal dispute 

procedures and the sanctions it can impose are given in Swim England  Regulation 281 (page

88 of Swim England handbook – see link above). 

Any dispute that involves an allegation of a breach of Swim England Regulations must be 

submitted to Swim England and dealt with as a complaint under the condition of Swim 

England Regulations 150.4 (page 63 of Swim England handbook – see link above) and 

281.1.2 (page 88 of Swim England handbook – see link above).

Judicial Regulation 102 (page 54 and 55 of Swim England handbook – see link above) deals 

with the circumstance of a complaint made to Swim England. It provides the necessary 

explanation that defines a complaint, the grounds on which a complaint can be made, who 

can make a complaint and the procedure to be used.

GUIDELINES FOR HANDLING INTERNAL CLUB DISPUTES

1. Introduction 

The purpose of these notes is to give Clubs guidance in the handling of internal Club disputes. 

With the introduction of the Code of Ethics and the increased risk of litigation it is important that 

internal disputes are handled correctly from the outset. Whilst most Clubs do from time to time 

have disputes between Committee members, parents and swimmers these can usually be resolved

amicably between the individuals concerned. Occasionally it is also necessary to discipline 

swimmers for minor incidents of misbehaviour and this can also be done fairly by the Coach/Team 

Manager. 

Sometimes a more serious dispute arises in a Club and because such a situation does not occur 

frequently Clubs are unsure how to handle the matter. This can lead to the dispute becoming more 

serious with recourse to the Judicial procedures becoming necessary. 

These guidelines do not apply to paid employees of a Club. If a Club is in dispute with a paid 

employee then the employment contract and employment law needs to be considered. Specialist 

legal advice may have to be sought. 

2. General Principles 

Swim England Judicial Regulations define Protests and Complaints and it should first be decided 

whether the matter is a Protest or a Complaint. A Protest can be dealt with by a Club provided they

are the Promoter of the Competition to which the Protest relates. A Complaint cannot be dealt with 

by a Club. However, it is often possible to resolve a dispute within a Club without the matter 

becoming a formal Complaint. If either party is dissatisfied with a decision reached in an internal 

Club dispute then they still have the option to make a formal Complaint to the Judicial 

Commissioner.

It must be noted that a Club only has the power to legislate for a breach of its own rules and can 

only suspend a swimmer from its own Club activities. A Club has not power to handle a dispute 

relating to a member of another Club nor deal with an offence against    

Swim England Regulations.

The key principle to be followed is that Swim England Regulations conform to the law of the land in

so much that an individual accused of an alleged offence is innocent until proven guilty and he/she 

must have reasonable opportunity to present a defence and have his/her views heard. 

In these notes reference is made to the term ‘dispute’ to avoid confusion with the term ‘Complaint’ 

used in formal Swim England Judicial terms. The term Club could also refer to a League or County 

Association. 

It is assumed for the purpose of these notes that the dispute is between the Club and one or more 

of its members. It is most important that the same people in the Club do not become both the 

prosecutor (and defender) and the judge. If the Committee or its officers are either the prosecutor 

or defender or involved in the dispute then they must find other members not connected with the 

matter to hear the evidence from both parties to the dispute. 

There are occasions when a problem arises in a Club, for example fighting between members in a 

training session, where immediate action is required such as a temporary suspension or exclusion 

from a training session or from wider Club activities. Coaches and officers should always be given 

the power to invoke a temporary suspension. A report should then be made, immediately, to the 

Club officers who should follow the procedures in the relevant section of the rules. 

3. Procedures 

On receipt of the dispute every effort should be made to resolve the matter by informal discussion. 

In difficult cases the Chairperson of the relevant Panel is empowered to appoint an independent 

arbitrator to assist in achieving a settlement. If this fails or it is clearly necessary to discipline a 

member, the Club should set up a panel to deal with the matter. 

The panel should consist of three persons, one to act as Chairperson. A Secretary may also be 

needed. The panel will need to consist of people not involved in the dispute and the Club may want

to ask individuals from outside the Club to sit on the panel. The full Club Committee could of 

course hear the dispute but given the number of people on a Committee this could be seen as 

intimidating and it is usually preferable to have a smaller number of people to hear a disciplinary 

matter, hence the recommendation to set up a panel of three persons. 

The Chairperson must notify both parties of the date, time and place of the hearing and the names 

of the panel members. Both parties need to be given copies of all the papers and every effort 

should be made to hold the hearing within 14 days of the receipt of the dispute. 

If either party is under 18 years of age they must be advised of their right to be accompanied by a 

parent (or other person with a parental responsibility for them) or coach to help them present their 

case. 

Both parties should be allowed to bring witnesses. 

The hearing should be as informal as possible but needs to be controlled. Points to note: 

(a)  The complainant will present evidence first and the accused will have the right of reply. 

(b)  Both parties to the dispute are able to call witnesses, the complainant going first and 

each party should be allowed to question the other party’s witnesses. 

1. Witnesses must wait outside the hearing room until they are called. After questioning 

they may wait in the hearing room, taking no further part in the proceedings. 

(d)  The Chairperson or Secretary will make notes of the hearing and the panel will make 

every effort to announce their decision verbally to all the parties without delay followed 

by written confirmation to reach all parties within five days. 

4. Powers of the Clubs 

The powers of Clubs regarding the disciplinary action they can apply must not exceed those in 

Swim England Judicial Regulations which can result in full suspension from Club activities for 

whatever period the panel shall decide or in expulsion. The panel if it wishes can impose a lesser 

penalty such as a written or verbal reprimand. 

If either party to the dispute is dissatisfied with the outcome they are still entitled to make a 

Complaint to the Judicial Commissioner at Swim England Head Office, Loughborough.

5. Further Information 

Additional guidance can be obtained from the Judicial Regulations in the Swim England Handbook.

6. Conclusions 

The key message when dealing with disputes is to ensure: 

(a) All parties are treated fairly. 

(b) The complainant has the opportunity to present the case.

(c)  The accused has the opportunity to respond.