Swim Wales Club Constitution

The following Club Constitution shall be adopted by all Swim Wales affiliated Aquatic Clubs.

It is in the best interests of Aquatics in Wales and its proper governance that all affiliated Aquatic Clubs shall adopt the following Club Constitution without any exclusions or modifications.

This shall be subject to any alterations, exclusions or additions which may be approved by way of amendment by Swim Wales.

Swim Wales

Company Number 04692354

Wales National Pool Swansea

Swansea Bay Sports Park Swansea

SA2 8QG

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1. Club Name

Name of Club: Holywell Amateur Swimming Club (the "club")
The definitions set out in the Constitution and Rules of Swim Wales ("Rules") shall apply unless otherwise stated.

2. Administration

Subject to the matters set out below, the Club and its property shall be administered and managed (in accordance with this Constitution and the Swim Wales Rules) by the members of the Management Committee, constituted pursuant to clause 7 of this Constitution.

3. Aims and Objectives

The objectives of the Club will be to:

Develop and promote the sport of Aquatics in Wales, ensuringAquatics for Everyone for Life, whether as a participant, in a servicedelivery role or as a volunteer.

Provide a pathway for coaching and development, includingcompetitive opportunities in aquatic sports for all participants andlearners.

Provide a framework aligned to the 2010 Equality Act to protect therights of individuals and advance equality of opportunity for all withinthe Club's services.

Assist Swim Wales in furthering, developing and promoting aquaticsports in Wales.

The Club and all members of the Club (the "Club Members" or"Members of the Club") shall be bound by this Constitution (as variedfrom time to time) and the Swim Wales Rules.

4. Authority

In furtherance of the objects but not otherwise, the Management Committee may exercise the following powers;

power to raise funds and to invite and to receive contributions provided that in raising funds the Management Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Club;

power subject to any consents required by law to borrow money and to charge all or any part of the property of the Club with repayment of the money so borrowed;

power to employ such staff (who shall not be members of the Management Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependents;

power to co-operate with other clubs, voluntary bodies and statutory authorities engaged in furtherance of the objects and to exchange information and advice with them;

power to support any charitable trusts, associations or institutions formed for all or any of the Club's objects;

power to do all such lawful things as are necessary for the achievement of the Club's objects from time to time.

5. Membership of the Club

All Club Members will be subject to the regulations of the Constitution and the Rules and by joining the Club will be deemed to accept these regulations and codes of conduct that the Club has adopted including the policies and the rules of Swim Wales and Swim Wales safeguarding policies, which may be varied from time to time.;

The Club's Members will be registered with Swim Wales using the JustGo platform with the correct membership type;
1. Membership of the Club shall be open to all persons subject to the approval of the Management Committee.
2. All Club Coaches, Teachers, Aquatic Participants, Officers and Volunteers must be Members of the Club and registered with Swim Wales on JustGo.
3. Coaches, Teachers and Volunteers shall attend an applicable Swim Wales-approved safeguarding course for children and adults every three years or as otherwise required by the Management Committee and any other courses directed by Swim Wales. Hold a current DBS certificate, which must be renewed every three years.
4. Any person applying for membership of the Club who is already a member of another Swim Wales-affiliated club shall be admitted as a Member of the Club at the sole discretion of the Management Committee.
5. Any person applying for membership of the Club shall do so in accordance with the procedures of the Club if required to do so.
6. The Management Committee may appoint any person as an honorary Club Member for such period as it deems fit. Any honorary Club Member shall be entitled to all the privileges of membership except that they shall not be entitled (in the capacity of honorary member) to vote at any general meetings of the Club nor serve as officer of the Club. Any honorary Club Members shall be included in the Club's annual return for membership counting and registered on JustGo with the correct membership type.
7. The Club shall be managed by the Management Committee, comprising of officers as detailed in clause 8.
8. The Management Committee may terminate the membership of any Club Member provided that the Club Member shall have the right to make representation and be heard by the Management Committee, accompanied by a friend or non-legal representative, before the final decision is made by the Management Committee having regard to the provisions of the Constitution.

6. Membership Fees

All Swim Wales Club Affiliation fees must be paid through JustGo.

The Club's joining and ongoing fees for their members shall be reviewed annually (or as necessary at other times) by the Club Management Committee.

All Club membership fees, payable by Club Members to the Club, shall be determined by the Club.

All affiliated clubs and their members must register with Swim Wales using the JustGo platform.

The Swim Wales registration year for the members of clubs affiliated with Swim Wales is for 12 months from the date of purchase via JustGo and will automatically renew annually.

The Management Committee may, at its sole discretion, suspend, terminate or re-instate the membership of a Club Member who has failed to pay any membership fees by the due date.

7. Resignation of Club Members

The resigning Club Member must discharge all their obligations and liabilities to the Club by ensuring that all fees are paid and Club property, documents or records (in any format) are returned to the Club.

A Club Member whose club fees shall be more than 2 months in arrears shall be deemed to have been terminated automatically.Where any membership shall be terminated automatically, the Management Committee shall provide notice to the member of the termination of membership by notice.

8. Management Committee

The Club's Management Committee shall comprise a Chairperson, Secretary and Treasurer. The management committee shall take full responsibility for the running of the Club.

The management committee can and should appoint and agree on officers to assist in the day-to-day running of the Club.

At least four elected Club Officers must be aged over 18 years old. The Management Committee may prescribe a higher number.

Every person on the club Management Committee and its Officers must be registered with Swim Wales with the correct membership type on JustGo.

The Management Committee shall assist and support the Welfare Officer/s in their duties.

Club Officers with specified roles will be re-elected annually at the Annual General Meeting. Only these posts will have voting rights at meetings of the Management Committee.

Management Committee members may not serve in the same position for more than eight years. After 8 years, they must move to another Management Committee role if they so wish to remain as a member of the management committee and can serve again for a further 8 years rotating again after 8 years and can continue with a change every 8 years indefinitely. Management Committee roles will be re-elected annually at the Annual General Meeting.

The Secretary of the Club will convene meetings of the Management Committee and its officers, and there shall not be less than four (4)meetings held per year, which should be held at regular intervals across a membership year. The Management Committee may determine or prescribe that meetings are held more frequently.

9. Decision making and Quorum of the Management Committee

The Management Committee may pass resolutions in accordance with the day-to-day running of the Club:

The quorum required for business to be agreed at Management Committee meetings should be no less than 3 officers for clubs with 150 members or fewer registered on JustGo and 5 for clubs with 151 members or more registered on JustGo. If a quorum shall not be present within a period of thirty minutes after the proposed start time of any meeting or adjourned meeting of the Management Committee, the meeting shall be reconvened at the discretion of the Chairperson. Attendance at meetings can be face-to-face or through digital methods.

Those officers present at the quorate meeting should agree on all resolutions of the Management Committee by way of a simple majority of votes. If there is an equal cast of votes for and against any motion, then the Chairperson of the meeting shall be entitled to a second or casting vote to determine the motion.

10. Co-opted Members

The Management Committee may exercise its discretion to co-opt additional members to serve on the Management Committee to assist on specific/designated matters, and their attendance at meetings will be subject to the discretion of the Management Committee. The Management Committee can terminate these appointments.

Co-opted members shall not have any voting rights nor be counted in establishing a quorum but may attend Management Committee meetings as "observers" only.

11. Sub-Committees

The Management Committee may form sub-committees to undertake or carry out specific duties. Sub-committees shall periodically report their proceedings to the Management Committee as required by the Management Committee. Sub-Committees shall conduct their business in accordance with the agreed directions of the Management Committee.

12. Indemnity

The Management Committee members shall be indemnified by the Club against all liabilities, claims, and demands which may be properly incurred by any of them in the course of carrying out duties as a Management Committee member. This shall not apply in the case of any criminal action, fraud, or negligence on the part of any Member.

The Management Committee may approve the purchase and maintenance of additional insurance at the expense of the Club for the benefit of the Management Committee members in respect of any loss, including tortious liability. A loss, in this case, means any loss or liability which has been or may be incurred by any such member in connection with his or her duties and responsibilities for and to the Club.

13. Termination of membership of the Management Committee

The Management Committee may resolve to terminate the appointment of any member of the Management Committee if:

They are absent from three consecutive Management Committee meetings without reasonable cause or they act in a way that the Management Committee reasonably considers could prejudice or harm or has prejudiced or harmed the reputation of the Club;

Ceases to be a Member of the Club or registered with Swim Wales(as the case may be) or becomes incapable by reason of mental disorder, illness or injury of managing and administering their own affairs.

A person may resign as a member of the Management Committee if they give notice to the Management Committee that they wish to resign with effect from a date at least one month after the date of the notice (unless there are exceptional reasons for shorter notice), but only if at least two (2) members of the Management Committee remain in office when the notice of resignation is to take effect;

14. Club Officers

The Club's officers shall be appointed by the Management Committee and re-elected at the Annual General meeting. The Management Committee may terminate the office of a Club Officer at any given time.

The Club's officers shall remain in post until the following Annual General Meeting after their appointment then may stand for re-appointment.

15. The Club Welfare Officer

The Management Committee will appoint a Welfare Officer/s to implement, embed and oversee the Swim Wales Child Safeguarding Policy and Swim Wales Safeguarding Adults Policy across all club members. The Welfare Officer/s will at all times have a child/adult at risk-centred approach and ensure commitment to their best interests. The Welfare officer shall not be an officer of the Management Committee however, they shall be entitled to receive notice of and attend Management Committee meetings in a reporting and advisory capacity only.

The Welfare Officer should report or notify Swim Wales of all child or adult protection matters referred to any authority.

The Welfare Officer must report and record all welfare concerns relating to children, young people and adults on the 'MyConcern' portal. The Welfare Officer must maintain an up-to-date chronology as concerns progress, noting when the matter has been finalised.

All retiring Welfare Officers shall complete a handover with their successors to ensure confidentiality. MyConcern must be fully updated. In the event this cannot be achieved, the Welfare Officer shall give notice to the Management Committee and Swim Wales in order to seek or obtain guidance.

The Welfare Officer must attend:

"Time to Listen" course provided by UK Coaching within a period of 3 months after their appointment and then again every three years; and attend,

Swim Wales approved safeguarding course for children at least once every three years or as required by the Management Committee and any other course which Swim Wales believes to be appropriate;

The Ann Craft Safeguarding Adults training - Essentials course, within 3 months of taking up their role and attend;

An induction carried out by Swim Wales within one month of appointment as Welfare Officer.

16. Finance/Contracts

All Club monies will be held in a bank account in the name of the Club. The Club Treasurer will be responsible for the finances of the Club and will maintain accurate and up-to-date accounts that are kept securely. All record-keeping will reflect a true, accurate, and honest view of the Club's financial affairs. Additionally, the Club Treasurer shall facilitate preparing and presenting the Club's annual financial statement for its Annual General Meeting. It will remain the joint responsibility of the Management Committee to ensure accurate records are maintained at all times.

The Club shall immediately notify Swim Wales if it has any reasonable grounds for believing that any financial record-keeping or transactions of the Club shall be materially inaccurate or improper or that the Club may be insolvent and shall take immediate appropriate remedial action with the guidance of Swim Wales.

The Treasurer should approve all club spending/transactions, recorded and should be subject to appropriate scrutiny and/or approval by at least one other approved signatory.

The Management Committee are jointly responsible and has the sole power to enter into and agreeing all contracts on behalf of the Club.

The Club's financial year will end on an annual date decided by the Management Committee.

The Treasurer will present an audited statement of annual accounts at the Club's Annual General Meeting. A copy of these accounts must be uploaded to JustGo on the Club's Profile within three months of the AGM.

17. Conflicts of Interests

Every member of the Management Committee and its serving officers must avoid any kind of conflict of interest. In the event that a conflict of interest arises, those involved must disclose their interest and must not participate in any decision-making in relation to any such conflicting interest.

Any business interest by a member of the Management Committee must be disclosed, and the said member(s) must vacate the meeting and shall not take part in any discussion or decision-making process in relation to the topic.

Minutes must record conflicts of interest and actions.

Subject to the provision of sub-clause 16.d, no member of the Management Committee shall acquire any interest in property belonging to the Club (otherwise than as a trustee for the Club) or receive remuneration or be interested (otherwise than as a member of the Management Committee) in any contract entered into by the Management Committee.

Any member of the Management Committee for the time being who is a solicitor, accountant or other person engaged in a profession, may charge and be paid all the usual professional charges for business done by themselves or their firm or practice when instructed by the other members of the Management Committee to act in a professional capacity on behalf of the Club, provided that at no time shall a majority of the members of the Management Committee benefit under this provision and that a member of the Management Committee shall withdraw from any meeting at which their own instruction or remuneration, or that of their firm or practice, is under discussion.

18. Annual General Meeting (AGM)

Notice of the AGM shall:

be given in writing (in accordance with clause 20) to the Club Members and to Swim Wales not less than 21 days before the date of the AGM;

invite nominations for the appointment of officers;

invite nominations for elected membership of the Management Committee;

State the latest date for the submission of nominations and supporting information to support informed voting. All submissions for nominations will be proposed and seconded by a voting member and signed by the person nominated and

be accompanied by copies of the Club's annual reports and financial statements.

The Club's AGM shall be held within a period of 6 months after the end of the Club's financial year.

The business of the AGM shall be:

To receive any annual reports of the Officers.

To receive the Club's annual financial statements.

To appoint Officers.

To elect members to serve on the Management Committee.

To consider any motion which may be proposed.

To confirm membership fees.

To consider any other appropriate business at the discretion of the Chairperson.

The AGM may on the recommendation of the Management Committee, elect a President and/or Vice President.

Voting and Quorum
d.Voting at the AGM shall normally be by a show of hands. Each Club Member will have one vote each. The Chairperson of the meeting shall have the discretion to call a ballot and shall do so if at least 5 voting Club Members request a ballot vote.

The quorum for the AGM shall be at least 5 voting Club Members who are present in person. If this quorum shall be or shall become impractical, it may be varied to take place remotely by way of a video/digital conference to be decided at the joint discretion of the Management Committee.

An aggregate of at least 5 voting Club Members or at least 5% of the number of voting Club Members of the Club (whichever shall be the highest number) may require the consideration of a motion at the AGM by giving written notice to the Club at least 7 days before the meeting.

All current Club Members shall be entitled to vote at general meetings of the Club except:

Club Members under 16 years of age as of the date of the general meeting.

Suspended Club Members. A suspended Club Member means a member who shall be deprived of membership rights pending an enquiry, appeal or sanction imposed.

Honorary Club Members, Presidents and Vice-Presidents in those capacities.

A parent or guardian may represent and vote on behalf of a Club Member under the age of 16 on the presentation of proof of their relationship with the particular Club member in a form approved by the Management Committee. A parent or guardian of 2 or more of such Club Members shall be restricted to 2 votes on any motion.

Swim Wales retains the right to attend any General meeting including any Special General Meeting if it deems appropriate.

19. Special General Meeting (SGM)

Notice of the SGM shall:

may be called at any time by the Management Committee.

shall be called on a written requisition to the Club by not less than twenty per cent (20%) of the number of voting Club Members.

shall be called on a written requisition by Swim Wales to the Club, which shall contain the specific and prescribed purpose.

No other business shall be transacted at such a meeting.

If the SGM shall not be called within a period of 4 weeks after the service on the Club of any such requisition, the said Club Members or Swim Wales (as the case may be) may convene a meeting and may prescribe how it shall be conducted. Otherwise, the above provisions which apply to the AGM, as appropriate in relation to notice, voting and quorum shall apply to an SGM except that in the case of a Club Members’ requisition at least 80% of the voting Club Members of the Club who shall have expressly requisitioned the SGM shall be an additional quorum requirement for the meeting.

20. Notices

Any notice, document or other information shall be deemed served on or delivered to the intended recipient:

if properly addressed and sent by prepaid United Kingdom first class post to an address in the United Kingdom, 48 hours after it was posted (or five Business Days after posting either to an address outside the United Kingdom or from outside the United Kingdom to an address within the United Kingdom, if (in each case) sent by reputable international overnight courier addressed to the intended recipient, provided that delivery in at least five Business Days was guaranteed at the time of sending and the sending party receives a confirmation of delivery from the courier service provider);

if properly addressed and delivered by hand, when it was given or left at the appropriate address;

if properly addressed and sent or supplied by electronic means including, for the avoidance of doubt, email, one hour after the document or information was sent or supplied; or

if sent or supplied by means of a website, when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website.

In proving that any notice, document or other information was properly addressed to the Club Member, it shall suffice to show that the notice, document or other information was addressed to the address provided by the Club Member.

For the purposes of this clause, a Business Day shall mean any day (other than a Saturday, Sunday or public holiday in England or Wales) when banks in London UK are open.

21. Voting

Subject to clause 18 (AGM) and clause 19 (SGM), every Club Member shall have one vote on any resolution on which they are entitled to vote.

Without prejudice to clause 25 (Dissolution) and every resolution, the hall shall be decided by a majority of votes by those present and entitled to vote on the question, but in the case of a tied vote the Chairperson of the meeting shall have a second and casting vote to determine the resolution.

22. Employment

The Management Committee may enter into employment contracts and must always comply with statutory legislation.

appoint employees and terminate the employment of employees of the Club in accordance with any statutory regulations and legal rights;

determine in writing the terms and conditions of service of any employed personnel; and

if considered reasonable, investigate and discipline any employee of the Club having sought appropriate professional advice and conducted the necessary disciplinary procedure. If it is found that the employee of the Club has breached any terms or is found guilty of any gross misconduct, the Management Committee may terminate the employee's employment.

23. Discipline and Appeals

All complaints regarding the behaviour of the Club's Members should be submitted in writing either by post or email to the Club Secretary. The Club reserves the right to review and liaise with Swim Wales, and it shall have regard to the Swim Wales Rules when considering any such complaints. The Club reserves the right to use the procedures for complaints and concerns maintained by Swim Wales and ensure all parties are notified of this action and provided a copy of the procedures.

The Management Committee will use their reasonable endeavours to meet to review any complaints adhering to the timescales laid down in the Swim Wales procedures in current use. The Management Committee has the power to take appropriate disciplinary action against any member, including the termination of membership.

The outcome or decision of the Management Committee's review of the complaint should be notified in writing to the person who submitted the complaint and the member against whom the complaint is being made, ensuring adherence to the procedures in use.

Club Members will have the right to appeal any disciplinary action taken by the Management Committee. Appeals are subject to a prescribed fee. In the event the appeal is successful, the fee will be returned. Appeals must be received must be within the timescales in the procedures provided to all parties involved and include any relevant fee. The Management Committee should use its reasonable endeavours to review and consider the appeal within 5 days of the Secretary receiving notice in writing from the Member that they wish to appeal the decision of the Management Committee. The appeal should be heard and determined by an independent panel.

24. Club Property

Subject to the provisions of sub-clause 24.b of this clause, the Management Committee may cause title to:

all land held by or in trust for the Club;

all investments held by or on behalf of the Club; and

all assets of the Club other than land and investments;

to be vested in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Management Committee at their pleasure and shall act in accordance with the lawful directions of the Management Committee. Provided that they act only in accordance with the lawful directions of the Management Committee, the holding trustees shall not be liable for acts and defaults of its members.

25. Dissolution of the Club

Before any decision on the dissolution of the club, the Management Committee are required to consult with Swim Wales.

If the Management Committee decides that it is necessary or advisable to dissolve the Club it shall call a meeting of all Members of the Club, of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is supported by two-thirds of those Club Members present and voting, the Management Committee shall have the power to realise any assets held by or on behalf of the Club.

In the event of dissolution, any funds or assets of the Club that remaining funds or assets of the Club will be vested as the property of Swim Wales, whose objective will be to use the assets and funds to further develop and promote aquatic sports in Wales.

26. Amendments of the Club

The Constitution may be altered through an addendum approved bySwim Wales and a resolution supported by not less than two-thirds ofthe Club Members present and voting at a general meeting. Thenotice of the general meeting must include notice of the resolution,setting out the terms of the alteration proposed.

27. Swim Wales Rules

The Club and members of the Club acknowledge that the Club shalladopt and implement the Swim Wales Rules (as varied from time totime), and in the event of any conflict between this Constitution andthe Rules, the provisions shall prevail at all times.

28. Declaration

Hereby adopts and accepts the terms of this Constitution and the Rules as a current operating guide regulating the actions of all Club Members.

Kerry Johnson - Club Chairperson

Jo Allen - Club Secretary

Emma Park - Club Treasurer

29. Revisions to this version:

8.b.i) From two to four elected Club Officers

8.d) 8-year tenure on the management committee permits 8-year rotation across each role.

9.a) Quorate number reflects size of Club.

15.e.iii) Welfare Officer training updated to include Essentials training for Safeguarding Adults

15.e.iv)Welfare Officer Induction carried out by Swim Wales

23) Discipline and Appeals – detail reduced, references Swim Wales Complaints & Concerns Procedures.

23) Discipline and Appeals – Appeals subject to fee added.

30. General:

The revised version recognises:

JustGo membership Platform

MyConcern platform for recording all safeguarding concerns

The use of Digital platforms for meetings, communications etc.

Less detail

Swim Wales wishes to express their thanks to the working group for their contribution in producing this revised version of the Constitution.

Swim Wales' legal advisors have approved this final version.

Swim Wales Club Constitution