Last updated February 2018
1.1 This constitution shall regulate the structure, administration and activities of the British Sub-Aqua Club Branch to be known as the London Hellfins Sub-Aqua Club (hereinafter “the Club”).
2.1 The Club is formed for the purpose of organising and running diving related activities in the UK and overseas in accordance with the standards and rules of the British Sub-Aqua Club together with related social activities.
2.2 The Club shall be run by and for its members and as such it shall not operate so as to make profits or financial gain for any member or group of members within the Club.
3.1 There shall be four classes of annual membership:
i) Full Diving membership for which any person over the age of 12 years of age or over shall be eligible.
ii) Associate membership for which any person shall be eligible, but which shall not entitle such a member to take part in any activity involving the use of sub-aqua equipment.
iii) Country membership for which any person over the age of 12 years of age whose normal place of residence is more than 150 miles from the centre of London or overseas shall be eligible. Country Members must convert to Full Diving Members should their residential status change during the year such that the above provision cannot be complied with.
iv) Honorary membership for which any person whom the club has taken a Membership Decision to grant such Membership shall be eligible.
3.2 All Members shall have the right to undertake Sub-Aqua diving activities with the club (except as indicated otherwise in Clause 3.1) and to vote on Membership Decisions.
3.3 An applicant for membership of the Club shall apply to the Committee and upon acceptance of their application and payment of the appropriate Club and BSAC subscriptions they shall become a member of the class of membership for which they have applied and are eligible. The Committee may delegate to such members of the Club as it may see fit the responsibility for entertaining and accepting applications for membership.
3.4 A member shall retain their membership until they have resigned or have deemed to have resigned in accordance with this Clause or Clause 12 (Disciplinary Action). A member shall be deemed to have resigned if payment of their Club or BSAC subscriptions in respect of any period is 30 days or more overdue.
3.5 Members under the age of 18 (“Minors”) shall be admitted to the Club provided that they comply with the following rules:
i) The parent or legal guardian of a Minor shall remain responsible for the Minor at all times while they are involved in Club activities.
ii) The parent or legal guardian shall accompany the Minor on all dive trips which the Minor attends
iii) The parent or legal guardian shall accompany the Minor to all diving social events and meetings that the Minor attends that take place in public houses or other establishments where alcohol is served.
3.6 Details of membership charges for each class of membership are as laid out in Schedule A.
4 Members of the Committee
4.1 The Club shall be managed by a Committee that includes the Club Officers and further Committee members. The four Club Officers shall be the Chair, the Diving Officer, The Secretary and the Treasurer. The duties of the Officers shall be as set out below. Full details of the roles and responsibilities of the Club Officers and other Committee Members as may be required from time to time are set out in Schedule B.
4.2 Election and appointment of Committee Members
4.2.1 Each member of the Committee, with the exception of Training Officer(s), shall be elected annually at the Annual General Meeting (AGM) and shall hold their post until the following year’s AGM. If more than one eligible member wishes to stand for a post then the Club Officer or Committee Member shall be elected by means of a simple majority vote of all members present at the AGM. If a member stands unopposed, they shall be deemed to be elected and no vote is necessary.
4.2.2 Candidates for Diving Officer shall hold qualifications at least equivalent to BSAC Advanced Diver and BSAC Open Water Instructor.
4.2.3 In the event that no member with these qualifications is willing to stand for the post of Diving Officer, then members holding the qualification of at least Dive Leader shall be able to stand.
4.2.4 In the event that the member elected to be Diving Officer does not hold qualifications equivalent to BSAC Advanced Diver and Open Water Instructor, they shall appoint a Lead Instructor who does meet these criteria. In this event the Lead Instructor will be responsible for training and awarding BSAC qualifications in accordance with the authorisation granted by the NDO. If no member with the right qualifications is willing to be appointed Lead Instructor, the Regional Coach should be asked to perform this role.
4.2.5 The Diving Officer may appoint as many Training Officers as they see fit to assist them in their duties. The Diving Officer may appoint a maximum of three of these Training Officers (or two Training Officers and the Lead Instructor) to be Committee Members. The Diving Officer must inform the club of their appointment(s) at or after the AGM.
4.2.6 During their tenure, the Diving Officer may dismiss their Training Officers and reappoint new Training Officers as they see fit, subject to the conditions above. If this occurs the Diving Officer must inform the club of any changes.
4.2.7 In the event of a vacancy for a Club Officer or other Committee member (excepting the Lead Instructor and Training Officers, who are appointed by the Diving Officer) the Committee shall have the power to fill that vacancy by means of a Committee Decision appointing another member to the vacant position. This power applies to vacancies that have occurred either because there have been no nominations at the AGM, or because an elected Club Officer or Committee Member has resigned their position part-way through the year. A member so appointed shall be deemed to be elected and will hold that post until the next AGM (unless their membership lapses, or is suspended, or the committee member chooses to resign their committee position). The Chair will communicate this decision to the Club at the earliest opportunity.
4.3.1 The Chair
The Chair shall be the Chief Executive Officer of the Club. They shall take the chair at all meetings of the Club and of the Committee at which they are present, subject to the restrictions in Section 7.4 (conflicts of interest)
4.3.2 The Diving Officer
The Diving Officer derives their authority in training and diving matters from the National Diving Officer of the British Sub-Aqua Club. They shall have responsibility for the training and diving activities of the Club and for the safe conduct thereof. They shall ensure that such activities are carried out in accordance with such practices and procedures as may be recommended from time to time by the National Officer of the British Sub-Aqua Club or pursuant to their authorisation.
The Diving Officer may delegate training duties to one or more Training Officers, who shall be responsible for the performance thereof.
The Diving Officer’s decision in respect of their responsibilities shall be final within the Club. They shall ensure that a list of rules regarding safe diving practices is published on the club website.
If the Diving Officer holds qualifications at least equivalent to BSAC Advanced Diver and Open Water Instructor, they will award qualifications in accordance with the authorisation granted by the National Diving Officer. If they do not hold these qualifications, this duty will be performed by the Lead Instructor as described in section 4.2
4.3.3 The Treasurer
The Treasurer shall be responsible for dealing with all monies received or paid on behalf of the Club. They shall make any investment of Club funds approved by the Committee by Committee Decision and shall keep records and proper books of account of all financial transactions conducted in the Club’s name.
Each year the Treasurer shall prepare for consideration by the Committee a statement of income and expenditure and a balance sheet for the period up to and including the last day in September. They shall cause such statement and balance sheet to be audited by an individual outside of the Committee, preferably with an accountancy background (“the Club Auditor”) and submit them to the Members at the Annual General Meeting for ratification.
The Treasurer shall arrange for all Club funds and securities to be kept on deposit with a bank or banks approved by the Committee by Committee Decision and shall maintain a current account or accounts upon which cheques or other orders may be signed by any two Committee Officers. With the approval of the Committee by Committee Decision the Treasurer may open one or more current accounts on which any other member of the Committee has joint signature authority.
4.3.4 The Secretary
The Secretary shall ensure that the Club records are maintained including recording the minutes of all Committee meetings, General Meetings of the club, and any other meetings as the Chairman may request. They shall be responsible for the Club’s communications with third parties, and shall keep the Officers, the Committee and the Club, as may be appropriate, informed of matters coming to their attention which pertain to Club activities.
4.4 No Club Officer shall hold the same post within the Committee for a period of more than five (5) consecutive years.
5 Committee Meetings
5.1 A Committee Meeting can be convened by any of the Committee Officers provided that:
i) at least eight (8) Club Officers or Committee Members are able to attend.
ii) Notification of the meeting has been sent to all Club Officers and Committee Members at least one week in advance of the meeting.
5.2 Where these conditions are unable to be complied with then any meeting held between Club Officers and Committee Members shall only be a working meeting and not a formal Committee Meeting. As a result a working meeting cannot take any decisions that require a Committee Decision.
5.3 Minutes shall be taken from every Committee Meeting to record all Committee Decisions that are taken. The Committee shall retain Committee Meeting minutes for at least three years. Minutes will be available to any member on request to the club secretary.
6 Responsibilities of the Committee
6.1 The Committee shall determine any question as to the interpretation of the Club Constitution and of any regulations made hereunder and may rule in connection with any situation not otherwise provided herein. In the latter event, such ruling shall only remain in effect until the next General Meeting of the Club where its continued validity shall depend upon its ratification at such meeting.
6.2 The Committee shall hold and administer for the benefit of the membership all funds, equipment and property owned by the Club.
6.3 The Committee shall be able to levy fees upon members to cover the costs of running and operating the Club as laid out in Schedule C and Schedule D.
6.4 At the start of each year, and within at least 3 months of the AGM the Committee shall call an EGM to present to the Membership for ratification by Membership Decision the budget for the year ahead detailing forecast expenditures and revenues.
7 Committee Decision
7.1 Where Committee approval or other decision is required to be made by the Committee such a decision (“Committee Decision”) shall require either:
i) At a Committee Meeting – at least a 51% majority vote of the Club Officers and Committee Members present.
ii) Outside of a Committee Meeting – at least a 51% majority vote of all the Club Officers and Committee Members.
7.2 In the event of a tie under 7.1(i) the Chair shall reconvene a further Committee Meeting at another date when any absent committee members are able to attend.
7.3 In the event that a Committee Decision still results in a tie then the issue can only be resolved by means of a Membership Decision.
7.4 No Committee Officer or Committee Member shall be entitled to vote on a matter in which their interest differs from that of the Club as a whole. It is their responsibility to declare any such conflict of interest, and they shall withdraw from any meeting during the period of discussion of such interest.
8 Annual General Meeting (“AGM”)
8.1 The Club shall hold an AGM every year in the month of October. Notice of the meeting and the proposed agenda shall be communicated to all paid-up members of the Club at least four weeks before the meeting. The AGM shall include the following
i) Election of Club Officers and Committee Members for the following year
ii) Presentation of
a) The budget for the year to 30th September agreed at the EGM earlier in the year.
b) The statement of income and expenditure for the year to September 30th;
c) The balance sheet for the year to 30th September
iii) Ratification by Membership Decision of items b) and c) above
iv) Any other motion that requires a Membership Decision
8.2 Where motions are to be presented at the AGM that require a Membership Decision under iii) above then the notice for the AGM shall include the text of any motion proposed for consideration together with any relevant background information. Amendments to such motion may be proposed at the meeting.
9 Extraordinary General Meetings (“EGM”)
9.1 Any General Meeting of the Club other than the AGM shall be known as an EGM.
9.2 The Committee can call an EGM if:
i) The Committee makes a Committee Decision to hold an EGM
ii) A written request for an EGM is made to Committee by at least 10 members of the Club.
9.3 The Committee shall give written notice for such an EGM to all Club members at least 14 days in advance. The notice shall state the reasons for the meeting and shall include the text of any motion to be proposed for consideration. Amendments to such motion may be proposed at the meeting. Any motion proposed at an EGM shall be decided by means of a Membership Decision.
10 Membership Decision
10.1 Membership Decisions require either:
i) At least a 51% majority vote of all the listed Members.
ii) At least a two-thirds majority vote of all the Members present at either an EGM or the AGM provided that at least 25% or 15 people (whichever is the lower) of the listed membership are present at such meeting.
11 Control of Expenditure
11.1 No member of the Club may spend more than £1000 of the Club funds without a Membership Decision agreeing to such expenditure. Such Membership Decision may be given as part of the annual budget process.
11.2 No member of the Club may spend more than £100 of the Club funds without a Committee Decision agreeing to such expenditure.
11.3 No member of the Club may spend an amount of the Club funds less than £100 unless
i) They hold the post of Club Officer or Committee Member and the expenditure relates directly to the responsibilities of the Club Officer or Committee Member in question; or
ii) They are a Dive Manager of a Club dive trip that has been agreed to by the Diving Officer and the expenditure relates directly to the costs of repairing, maintaining or replacing Club equipment; or
iii) They have been authorised to make such expenditure by a Committee Decision.
12 Suspension of Membership
12.1 The Committee shall have the power by a two-thirds majority of all serving Committee Members and Officers to suspend the membership of any member of the Club. A decision to suspend so taken shall be communicated to the member concerned as soon as reasonably practicable and their membership shall thereupon be suspended. A suspended member shall be entitled to demand a hearing at the next regular meeting of the Committee during which the reasons for their suspension shall be explained and they shall be able to answer fully the charges against them. Upon conclusion of the meeting, the suspended member shall leave the meeting and the Committee shall vote again on the suspension.
12.2 If the motion is not carried by the requisite two-thirds majority, the suspension shall thereupon be lifted and the member shall be informed accordingly. If the motion is carried by the said majority, the member shall be so informed and they shall thereupon be deemed to have resigned their membership of the Club. The member affected shall have the right to appeal from the decision of the Committee to the next General Meeting of the Club.
13 Suspension of Membership of a Club Officer or Committee Member
13.1 Suspension of the membership of an Officer or other Committee member shall only be voted upon at a Committee meeting where the agenda
i) has been communicated to all Committee Members at least one week in advance of the proposed meeting
ii) explicitly refers to the motion of suspension
13.2 If the member charged attends the meeting, they shall be entitled to hear and respond to the charges levied against him. When the Chair or acting Chair of the meeting is satisfied that the matter has been adequately and fairly discussed, the person charged shall leave the meeting and a vote shall be taken. If the proposal to suspend is carried by the requisite two-thirds majority, the member charged shall be deemed to have resigned their membership of the Club, and they shall have the right of appeal provided for in the preceding clause. If the member charged does not attend the Committee Meeting then the provisions of the previous Clause shall apply.
14 Dissolution of the Club
14.1 The Club can only be dissolved where a Membership Decision has been taken to take this course of action.
14.2 In the event that a Membership Decision is taken to dissolve the Club then the Committee shall proceed without delay to realise the property of the Club and to discharge the Club’s outstanding liabilities. Any net assets thereafter remaining shall be either donated to the charity RNLI or given to another BSAC sub-aqua club, the distribution between the aforementioned shall be decided by a simple majority of members that were present at the time the decision was taken to dissolve the club.
15 British Sub-Aqua Club Rules
15.1 This Club Constitution is made in compliance with Rule 3 of the Rules of the British Sub-Aqua Club, shall be subject to the provisions and requirements of that Rule, and shall only be valid to the extent that they are not in conflict with the said provisions and requirements or with those of the Articles of Association of the British Sub-Aqua Club.
16 Changes to the Constitution
16.1 Changes to this Constitution can only be made by means of a Membership Decision.
16.2 Changes to any schedule to this Constitution can only be made by a means of a Membership Decision or a Committee Decision.
17.1 Except where the context requires otherwise, words in the singular shall include the plural and vice versa and words in the masculine shall include the feminine and neuter.
18.1 The Diving Officer is responsible for placing suitable restrictions upon individuals who wish to participate in diving related activities with the Club, but who are not Members (“Guest Divers”).