SURFING GREAT BRITAIN – THE BYE-LAWS
Contents
1. Introduction ...... 1
2. Definitions ...... 1
3. Objects of the Company ...... 1
4. Organisational Structure ...... 1
5. Annual General Meetings ...... 1
Procedure for calling ...... 1
Business to be transacted ...... 1
Meeting procedures and quorum ...... 2
Voting procedures ...... 2
Proxy Voting ...... 2
6. General Meetings...... 2
Procedures for calling ...... 2
Meeting procedures and quorum ...... 2
Voting procedures ...... 2
Proxy voting ...... 2
7. Board of Directors (prospective Director(potential trustee)s)...... 2
Composition ...... 2
Procedures for Recruitment and Election of Directors (prospective Director(potential trustee)s)...... 2
Length of Service and Retirement of Directors (prospective Director(potential trustee)s)...... 3
Disqualification and Removal of Directors (prospective Director(potential trustee)s)...... 3
Board Meetings ...... 3
Roles and Responsibilities ...... 3
General ...... 3
Ensuring compliance ...... 3
Duty of prudence ...... 4
Duty of care ...... 4
8. Appointment of SURFING GB staff ...... 4
Chief Executive Officer (if appointed) ...... 4
Role and responsibility ...... 4
Appointment ...... 4
Other staff ...... 4
9. Management committee...... 4
Function ...... 4
Composition ...... 5
Appointment procedures ...... 5
Roles and Responsibilities ...... 5
Operating procedures...... 5
10. Life Members Advisory Group ...... 5
Composition ...... 5
Role and responsibility...... 5
11. Management Sub Committees...... 5
Composition ...... 6
Roles and Responsibilities ...... 6
Procedures for Recruitment and Election of Sub Committee Chairs...... 6
Appointment of Commission Members ...... 6
12. Committees ...... 6
Composition ...... 6
Roles and Responsibilities ...... 6
Appointment of Committee Members ...... 6
13. Board Sub-Committees: ...... 7
Disciplinary Committee ...... 7
Composition ...... 7
Disciplinary Procedures ...... 7
Appeal Procedures ...... 8
Honours Sub-Committee ...... 8
Composition ...... 8
Roles and Responsibilities ...... 8
Operating Procedures ...... 8
HR & Remuneration Sub-Committee ...... 9
Composition ...... 9
Appointment of Committee Members ...... 9
SURFING GB Bye-Laws v3.0 17th April 2011
Page ii © SURFING GB 2010
Roles and Responsibilities ...... 9
Finance Sub-Committee ...... 9
Composition ...... 9
Appointment of Committee Members ...... 9
Roles and Responsibilities ...... 9
14. Electronic Decision Making by e-mail vote ...... 9
Circulation of documents and communications generally...... 9
Decision making by e-mail vote ...... 9
Board of Directors (prospective Director(potential trustee)s)...... 10
Management committee...... 10
Management Sub Committees and Committees ...... 10
15. Affiliation to SURFING GB...... 10
Regions ...... 10
Procedure for establishing ...... 10
Roles and Responsibilities ...... 11
Clubs ...... 11
Affiliation procedures ...... 11
Non-Great Britain Affiliate Clubs ...... 11
Disaffiliation ...... 12
16. Membership of Surf Life Saving Great Britain ...... 12
Admission ...... 12
Membership criteria ...... 12
Membership application procedures ...... 12
Member rights and privileges ...... 12
Voting rights of Members ...... 12
Membership benefits ...... 12
Non-GB Affiliate Members...... 13
Non-GB Affiliated Member rights and privileges ...... 13
Voting rights of Non-GB Affiliated Members ...... 13
Non-GB Affiliated Membership benefits ...... 13
Disqualification of membership ...... 13
Life Membership ...... 13
Appointment ...... 13
Life Member rights and privileges ...... 13
SURFING GB as a member of other organisations...... 13
17. Financial Accounting, Delegated Financial Authority Levels and Business Expenses ...... 15
Accounting ...... 15
Delegated Financial Authority Levels ...... 15
Payment of Business Expenses ...... 15
18. Codes of Conduct and SURFING GBPolicies ...... 15
Code of conduct ...... 15
Fair Play Code for Surfing Sport ...... 15
Anti-Doping Policy ...... 15
Safeguarding Policy ...... 16
Equal Opportunities Policy ...... 16
Electronic Communications Policy ...... 16
Data Protection ...... 16
Use of the Logo and Intellectual Property ...... 16
Appendices ...... 17
APPENDIX A – PROXY VOTING FORM ...... 17
APPENDIX B – E-MAIL VOTE TEMPLATE ...... 18
SURFING GREAT BRITAIN – THE BYE-LAWS
1. Introduction
1.1. This new version of the Bye-Laws reflects the changes in the organisational structure that have
eventually emerged following the demise of the BSA and the new structure presented to the members of SURFING GB at the 2012 Annual General Meeting in November 2012.
1.2. The directors of Surfing GB have adopted a new set of Articles of Association and are resolvedto develop a new set of Bye-Laws that will ensurethat SURFING GB continues to remain legally compliant with charitable and company law, with aflexible organisation able to carry out its objects in the funding and trading environment in which it
exists.
2. Definitions
2.1. “Rule” means principle to which action conforms or should conform
2.2. "the Board" means the Board of Directors (and potential Directors (prospective Director(potential trustee)s))
2.3. "Articles" shall mean the Articles of Association
2.4. “CEO/ PROJECT MANAGER” means the Chief Executive Officer or Senior Staff Member if a CEO/ PROJECT MANAGERis not appointed
2.5. Words imparting one gender shall be construed as imparting any other gender and vice-versa
3. Objects of the Company
3.1. As set out in the Articles Section 1, the object for which the Company is established is:
3.11 to fulfil the role of a national governing body for surfing through governance, regulation,
control, development and advancement of the sport and recreation of surfing in Great
Britain; and
3.1.2
to provide education in all aspects of surfing and surf culture for the benefit of the public;
3.1.3
to increase and broaden participation in the sport and recreation of surfing, including
through the education of the public of its benefits to health, well-being, social inclusion
and environmental awareness
3.2. And in furtherance of such object, but not further or otherwise, the Company shall have powers
as listed in Articles Section 1.2
Refer to the Articles Section 1.2 for further information on the powers of the Company to further the
object
4. Organisational Structure
4.1. The organisational structure of Surfing GB, a company limited by guarantee with the constitution of a charitable company, shall be compliantwith any legal requirement under company law.
4.2. The organisational structure, which includes staff and so can vary, shall be available to members
on request.
4.3. A Board of Directors (potentialDirectors (prospective Director(potential trustee)s)) shall govern, shall be appointed by, and answerable to the members throughan Annual General Meeting, or, when required a General Meeting. The Board may create anumber of Sub Committees whose responsibilities shall be made known to members on request.These may include but not be limited to Finance, HR & Remunerations, and Disciplinary.
4.4. A Management Committee, answerable to the Board, will be responsible for the operational controland co-ordination of the company’s activities.
4.5. At least fourSub Committees (Coaching and Surf Schools, Education,Inclusion, Performance) shall be responsible for
technical matters, providing guidance and advice as well as having delegated authority for
aspects of the management of the company’s business. Other Committees may be created if
required by the Board/ Management committee.
4.7. The Management Sub Committees shall be chaired by a sub-committee chair who will be elected by the members at anAnnual General Meeting.
4.8. A Chief Executive Officer/ Project Manager shall normally be appointed by the Board to oversee the day-to-daymanagement of the company through a Management committee that will comprise key staff andSub Committee Chairs.
4.9. Other staff will be appointed as required to enable the company to conduct its business
effectively
5. Annual General Meetings
Procedure for calling
5.1. The Board shall cause to be convened annually a General Meeting the proceedings and business
of which shall be transacted in accordance with the Articles Section 9and the provisions of the
Companies Act 2006 Section 307 (1) (a). The notice period for calling an Annual General
meeting is at least 21 days.
Business to be transacted
5.2. The business of an Annual General Meeting shall include:
5.2.1. to receive and consider:
SURFING GB Bye-Laws
the reports of the Chairman of the board,
the accounts balance sheets,
the report of the Auditor
other reports of the board,
5.2.2. the election of Directors (prospective Director(potential trustee)s) in place of those retiring or to fill any vacancies,
5.2.3. the election of Sub Committee Chairs,
5.2.4. the appointment of and the fixing of the remuneration of the Auditors,
5.2.5. to receive and consider any proposed amendments to the Articles or Bye-Laws of SURFING GB.
Meeting procedures and quorum
5.3. For information relating to meeting procedures and the quorum required for a valid Annual
General meeting refer to the Articles Section 9
Voting procedures
5.4. For information relating to the voting procedures at an Annual General Meeting refer to the
Articles Section 9.
Proxy Voting
5.5. For information relating to proxy voting at an Annual General meeting refer to the Articles
Sections 9. An example Proxy Voting form is included at Appendix A.
6. General Meetings
Procedures for calling
6.1. The Board may, whenever it thinks fit, convene a General Meeting of members for the purposes
of considering a specific issue.
6.2. The Board shall convene a General Meeting on a member’s requisition and in accordance with
the provisions of the Articles Section 9and the Companies Act 2006 Section 303 (2).
6.3. This requires that a request to call such a meeting must be received from at least 10% of the
members entitled to vote at a General Meeting,
6.4. If such a request is made it must contain the general nature of the business to be dealt with at the
meeting. The text of a resolution that it is intended to be moved at the meeting may be included
in the request. The requisition must state the objects of the meeting and must be signed by the
requisitioners and deposited at the Registered Offices of the Company.
6.5. The notice period for calling a General Meeting is at least 14 days.
Meeting procedures and quorum
6.6. For information relating to meeting procedures and the quorum required for a valid General
meeting refer to the Articles Section 9.
Voting procedures
6.7. For information relating to the voting procedures at an General Meeting refer to the Articles
Section 9
Proxy voting
6.8. For information relating to proxy voting at a General meeting refer to the Articles Sections 9 An example Proxy Voting form is included at Appendix A.
.
7. Board of Directors (prospective Director(potential trustee)s)
Composition
7.1. The Board shall comprise a Chairman, Treasurer and at least five other Directors (prospective Director(potential trustee)s).
7.2. Three of these five Directors (prospective Director(potential trustee)s) should have a sound knowledge and empathy for Surfing
as well as previous experience from either private business or community activities, ideally such
experience having been gained as a committee member or board member.
7.3. The remaining two Directors (prospective Director(potential trustee)s) must have the ability to contribute specialist knowledge, skills and
experience in areas identified as strategically and operationally important for the organisation,
and with previous experience from private business, government or community sectors, ideally as
a senior executive or board member.
Procedures for Recruitment and Election of Directors (prospective Director(potential trustee)s)
7.4. Directors (prospective Director(potential trustee)s) shall be elected by the Annual General Meeting.
7.5. If there are vacancies, Directors (prospective Director(potential trustee)s) can be co-opted onto the Board at any time but must stand for
election at the following Annual General Meeting.
7.6. Sometimes, the Board will identify a need for Directors (prospective Director(potential trustee)s) with specific skills and experience and so
allDirectors (prospective Director(potential trustee)s) will be required to go through a recruitment process that may be externally facilitated
to allow the existing Board and members to make a sound judgement on the suitability of each
applicant to serve as a Director (potential trustee).
7.7. Any person wishing to stand for election as Director (potential trustee) must be nominated by a proposer and
seconder who must be current voting members in good standing. The nomination must include
details of the prospective Director (potential trustee)’s CV.
7.8. A call for nominations will be made at least 3 months before the Annual General Meeting with a
closing date not later than 6 weeks before the date of the meeting.
7.9. Full details of a prospective Director (potential trustee) standing for election at the Annual General Meeting will be
circulated with the notification and papers for the meeting.
Length of Service and Retirement of Directors (prospective Director(potential trustee)s)
7.10. Directors (prospective Director(potential trustee)s) may, subject to annual review, hold office for a maximum of a three-year term before
being required to stand for re-election. A Director (potential trustee) can only stand for two consecutive three-year
terms in the same role.
Disqualification and Removal of Directors (prospective Director(potential trustee)s)
7.11. Should circumstances require it, the office of Director (potential trustee) shall be vacated in accordance with the
requirements of the Company’s Act 2006.
7.12. However, should the majority of the Board agree to suspend a member of the Board for any
appropriate and legal reason then that member shall not take any further part in the activities of
SURFING GB until the outcome of disciplinary proceedings are known.
7.13. Any member who is suspended or expelled from SURFING GB will automatically be removed as a Director (potential trustee) for the duration of such action or longer as may be determined by the Board.
Board Meetings
7.14. The Board shall meet at least four times a year notice of which shall be given at least 14 days in
advance.
7.15. The quorum required for business to be agreed at Board meetings shall be FOUR.
7.16. Minutes of each Board meeting must be kept and after approval at the next meeting be signed as
correct by the Chairman.
7.17. See Bye-Laws Section 14 for details of electronic voting procedures.
7.18. The following may attend a Board of Directors (potential trustees) meeting:
7.18.1. With speaking and voting rights:
The Directors (potential trustees)
And Prospective Directors
7.18.2. Without voting rights but with speaking rights:
The Sub Committee Chairs;
The CEO/ PROJECT MANAGER/ Manager
Any other member of staff approved by the meeting
7.18.3. Without voting or speaking rights:
Any observer approved by the meeting
Roles and Responsibilities
7.19. The Roles and Responsibilities of individual Directors (prospectiveDirector (potential trustee)s) such as the Chairman and Treasurer are
set out in the SURFING GB Policy document ‘Job & Role Descriptions’. However, the role of a Director (potential trustee)
as defined by the Charities Commission as follows:
General
7.19.1. Directors (prospective Director(potential trustee)s) have, and must accept, ultimate responsibility for directing the affairs of the charity,
in accordance with the laws appertaining to Directors (prospective Director(potential trustee)s)hip, thereby ensuring its solvency and
efficient operation, together with the delivery of the charitable outcomes for the benefit of the
public for which it was set up.
7.19.2. To fulfill these responsibilities, Directors (prospective Director(potential trustee)s) should ensure that not only are they able to devote
sufficient time and energy to the discharge of their duties, but keep up to date with the
Charity’s current business affairs and meet regularly to enable the necessary decisions to be
made.
Ensuring compliance
Directors (prospective Director(potential trustee)s) must ensure that the charity complies with:
7.19.3. Charity law, and the requirements of the Charity Commission regulator, in particular ensuring
that the charity prepares reports on its work, and submits Annual Returns and accounts as
required by law.
7.19.4. The requirements or rules, and the charitable purpose and objects, set out in the charity’s
own governing document, (the Articles and Rules).
7.19.5. The requirements of other legislation and other regulators (if any) which govern the activities
of the charity
7.19.6. The requirement for Directors (prospective Director(potential trustee)s) to act with integrity, and avoid any personal conflicts of interest
or misuse of charity funds or assets.
Duty of prudence
Directors (prospective Director(potential trustee)s) must:
7.19.7. Ensure that the charity is and will remain solvent by keeping informed of the charity’s
activities and financial position
7.19.8. Use charitable funds and assets wisely, and only to further the purposes and interests of the
charity.
7.19.9. Avoid undertaking activities that might place the charity’s property, funds, assets or
reputation at undue risk.
7.19.10. Take special care when investing the funds of the charity, or borrowing funds for the charity
to use.
7.19.11. Take part in formulating and regularly reviewing the strategic aims of the organisation
Duty of care
Directors (prospective Director(potential trustee)s) must:
7.19.12. Be an active member of the Director (potential trustee) body in exercising its responsibilities and functions.
7.19.13. Regularly attend meetings of the Directors (prospective Director(potential trustee)s).
7.19.14. Exercise reasonable care and skill as Directors (prospective Director(potential trustee)s), using personal knowledge and experience
to ensure that the charity is well-run and efficient.
7.19.15. Reflect the organisation's vision and principles, strategy and major policies at all times.
7.19.16. Reflect the Directors (prospective Director(potential trustee)s)' policies and concerns on all its committees, sub-committees, groups.
7.19.17. Take part in training sessions provided for the benefit of the Directors (prospective Director(potential trustee)s).
7.19.18. Consider getting external professional advice on all matters where there may be material
risk to the charity, or where the Directors (prospective Director(potential trustee)s) may be in breach of their duties.
7.19.19. Fulfil such other duties and assignments as may be required from time to time by the
Director (potential trustee) body.
8. Appointment of SURFING GB staff
Chief Executive Officer (if appointed)
Role and responsibility
8.1. The CEO/ PROJECT MANAGER/Project Manager shall be responsible for the day to day management of the Company through theManagement committee, with specific responsibilities for the prudent management of the Charity’sProject finances. The detailed role and responsibility of the CEO/ PROJECT MANAGER/ manager shall be contained within a formal JobDescription that shall be available in the Job and Role Description Policy document. The CEO/ PROJECT MANAGER will
be line managed by the Chairman, and responsible to the Board.
Appointment
8.2. The Board shall appoint the CEO/ PROJECT MANAGER.
Other staff
8.3. The CEO/ PROJECT MANAGER may appoint staff, in accordance with the strategy agreed by the Board to support the
management and activities of the Company/Charity. Roles and responsibilities of these staff will
be made available together with a Job Description during the recruitment process and will be
available in the Job and Role Description Policy document.
9. Management committee
Function
The Management committee is the operational control group for SURFING GB activities. It will work through
Sub Committee Chairs and staff to:
9.1. co-ordinate all company activities in order to achieve efficient use of resources, to avoid