FOSDA Friends of Southampton Diving Academy

1.0 Objects

1.1 The object of FOSDA is to further the aims and objectives of the Southampton Diving Academy (SDA) by offering practical help and support.


1.2 This will be achieved by FOSDA supporting SDA in the following:-

1.2.1 Developing effective relationships between the Coaching Staff, Parents, Divers and others associated with SDA.

1.2.2 Engage in activities, provide facilities, equipment which support SDA and advance the various aspirations of the divers at all levels of involvement within the sport of diving.

2.0 Powers

2.1 FOSDA has the following powers, which may only be exercised only in promoting the Objective (See 1.0).

2.1.2 To provide advice

2.1.3 To publish or distribute information

2.1.4 To co-operate with other bodies

2,1.5 To raise funds (but not by means of taxable trading)

2.1.6 To acquire or hire property of any kind

2.1.7 To make grants or loans of money and to give guarantees

2.1.8 To set aside funds for special purposes or as reserves against future expenditure

2.1.9 To deposit or invest funds in any lawful manner (but to invest only after obtaining advice from a financial expert and having regard to the suitability of investments and the need for diversification)

2.1.10 To take out public liability and personal accident insurance to cover FOSDA meetings, activities, Officers and Committee Members to insure FOSDA property against any foreseeable risk and take other insurance policies to protect FOSDA where required

2.1.11 To insure members of the Committee against the costs of a successful defence to a criminal prosecution brought against them as charity trustees or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty (unless the member concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty)

2.1.12 Subject to clause 9.2, to employ paid or unpaid agents, staff or advisers

2.1.13 To enter into contracts to provide services to or on behalf of other bodies.

2.1.14 To pay the costs of forming FOSDA

2.1.15 To do anything else within the law which promotes the Objects (See 1.0)

But the Committee shall not undertake any activity within the Quays Sporting Complex without the consent of SDA and Southampton City Council.

3.0 Membership

3.1 To be a member of FOSDA a annual membership fee set at the AGM will be charged and FOSDA will keep a up to date record of all members for reporting purposes.

3.2 Members of FOSDA are:

3.2.1 Parents, guardians, carers and family of a diver currently attending SDA who have paid the current FOSDA membership fee.

3.2.2 Any person wishing to offer support or help to FOSDA and who is accepted by the Committee as a member

But the Committee may for good reason (whether or not at the request of the SDA) exclude any person from membership whose presence at or support of FOSDA is deemed a danger to SDA, its coaching staff or divers or might bring FOSDA into disrepute. (but only after notifying the member concerned in writing and considering the matter in the light of any representation which the member puts forward within 14 clear days after receiving notice).

4.0 General Meetings

4.1 All members are entitled to attend any Annual General Meeting (AGM) or Emergency General Meeting (EGM).

4.2 General Meetings (GM) are called by 21 clear days written notice to members specifying the business to be transacted.

4.3 There is a quorum at a GM if the number of members personally present is at least two times the number of Committee Members in office at the time commencement of the meeting. This does not apply in the situation of dissolution. See Clause 13

4.4 The chair or (if the chair is unable or unwilling to do so) some other member elected by those present presides at a GM.

4.5 Except where otherwise provided in this Constitution every issue at a GM is determined by a simple majority of votes cast by the members present in person.

4.6 Except for the chair of the meeting who has a second or casting vote, every member present in person is entitled to one vote on every issue.

4.7 An AGM must be held in every year (except that the first AGM may be held at any time within 18 months after the formation of FOSDA.

4.8 At the AGM the members:

4.8.1 Receive the accounts of FOSDA for the previous financial year.

4.8.2 Receive the report of the Committee on FOSDA activities since the previous AGM

4.8.3 Elect the Committee

4.8.4 Appoint an independent examiner or auditor for FOSDA

4.8.5 May confer on any individual (with his or her consent) the honorary title of Patron, President or Vice-President of FOSDA

4.8.6 Discuss and determine any issues of policy or deal with any other business put before them.

4.9 An EGM may be called at any time by the Committee and must be called within 21 days after a written request to the Committee from at least 10 members.

5.0 The Committee

5.1 The Committee as charity trustees have control of FOSDA and its property and funds.

5.2 The Committee when complete shall comprise of the following officers:

5.2.1 Chair, Secretary, Treasurer and other officers deemed appropriated at the AGM. The Committee will also consist of a number of Ordinary Committee Members decided at the AGM all officers and members of the Committee must be members of FOSDA. (Proposed Committee of Ten)

5.2.2 The number of co-opted Committee Members (who need not necessarily be members of the FOSDA) shall not exceed 50% of the numbers of ordinary committee members.

5.3 The committee shall be elected at the AGM and shall hold office until the next AGM but the co- opted Committee members may be co-opted by the Committee at any time and shall hold office until the next AGM.

5.4 Nominations for the election to the Committee may be made by one member seconded by another. Such nomination must have the consent of the nominee. Nominations should be made in writing to the Chair at any time until the election process has been completed. (If no nominations have been submitted to the Chair before the AGM then nominations can be accepted at the AGM).

5.5 A Committee member automatically ceases to be a member of the Committee if he or she:

5.5.1 Is disqualified under the Charities Act 1993 from acting as a charity trustee

5.5.2 Is incapable, whether mentally or physically of managing his or her own affairs

5.5.3 Is absent from five consecutive meetings of the Committee

5.5.4 Ceases to be a member of FOSDA

5.5.5 Resigns by written notice to the Committee (but only if at least two Committee members will remain in office)


5.5.6 Is removed by a resolution passed by all the other members of the Committee after inviting the views of the Committee member concerned and considering the matter in the light of any such views.

5.6 A retiring Committee member is entitled to an indemnity from the continuing Committee members at the expense of FOSDA in respect of any liabilities properly incurred while he or she held office.

5.7 A technical defect in the appointment of a Committee member of which the Committee are unaware at the time does not invalidate decisions taken at the a meeting.

6.0 Committee Meetings

6.1 The Committee must hold at least three per year.

6.2 A quorum at a Committee meeting is 50% (rounded up to the nearest whole number) of the total current membership of the Committee members.

6.3 The Chair or (if the Chair is unable or unwilling to do so) some other member of the Committee chosen by the members present presides at each Committee meeting.

6.4 Every issue may be determined by a simple majority of the votes cast at the Committee meeting, but a resolution which is in writing and signed by all members of the Committee is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of he last signature.

6.5 Except for the Chair of the Committee, who has a second or casting vote, every Committee member has one vote on each issue.

7.0 Powers of Committee

7.1 The Committee have the following powers in the administration of FOSDA

7.1.1 To delegate any of their functions to sub-committees consisting of two or more persons appointed by them (but at least one member of every sub-committee must be a Committee member and all proceeding of sub-committees must be reported promptly to the Committee)

7.1.2 To make rules consistent with this Constitution about the Committee and sub-committees, to govern proceedings at general meetings and generally about the running of FOSDA (including the operation of bank accounts and the commitment of funds)

8.0 Property & Funds

8.1 The property and funds of FOSDA must be used only for promoting the Objects (See 1.0)

8.2 No Committee member may receive any payment of money or other material benefit (whether direct or indirect) from FOSDA except:

8.2.1 Under clauses 2.11 and 8.2.3

8.2.2 Reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of FOSDA.

8.2.3 Charitable benefits in his or her capacity as a beneficiary subject to compliance with clause 8.3

8.3 Whenever a Committee member has a personal interest in a matter to be discussed at a Committee meeting, the Committee member must:

8.3.1 Declare an interest before discussion begins on the matter

8.3.2 Withdraw from that part of the meeting unless expressly invited to remain in order to provide information

8.3.3 Not be counted in the quorum for that part of the meeting

8.3.4 Withdraw during the vote and have no vote on the matter

9.0 Records & Accounts

9.1 The Committee must comply with the requirements of the Charities Act 1993 as to the keeping of financial records, the audit or independent examination of accounts and the preparation and transmission to the Commission of:

9.1.1 Annual reports

9.1.2 Annual returns

9.1.3 Annual statements of accounts

9.2 The Committee must keep proper records of:

9.2.1 All proceedings at General Meetings, AGM and EGM.

9.2.2 All proceedings at Committee Meetings

9.2.3 All reports of Sub-committees

9.3 Annual reports and statements of accounts relating to FOSDA must be made available for inspection by any member of the Commission or authorised body.

9.4 The Committee must notify the commission promptly of any changes to the charity’s entry as the Central Register of Charities.

10.0 Notices

10.1 Notices under this Constitution may be sent by hand or by post or by suitable electronic communication or in any newsletter distributed by FOSDA. Notification by hand may include distribution to FOSDA Members (See 3.2) via children with or without other communication from SDA.

10.2 The address at which a member is entitled to receive notices (if sent by post) is the last known address of the member.

10.3 A technical defect in the giving of notice of which the members or Committee members are unaware at the time does not invalidate decisions taken at a meeting.



11.0 Amendments

11.1 This Constitution may be amended at a general meeting by a two-thirds majority of the votes cast, but:.

11.1.1 The members must be given 21 clear days’ notice of the proposed amendments

11.1.2 No amendment is valid if it would make a fundamental change to the Objects (See 1.0) or to this clause or destroy the charitable status of FOSDA

11.1.3 A copy of any resolution amending this Constitution must be sent to the Commission within 21 days of it being passed.

12.0 Dissolution

12.1 The FOSDA may be dissolved by a resolution presented at an EGM called for this purpose. The resolution must have the assent of two thirds of those present and voting. Such resolution may give instructions for the disposal of any assets remaining after satisfying any outstanding debts and liabilities.

12.2 The assets shall not be distributed among the members of FOSDA but will be given to SDA for the benefits of the divers of SDA, or in the event of SDA closing to such neighbouring Diving Academy/Club that the Committee decide or to further diving within the region.

12.3 If effect cannot be given to this provision then the assets can be given to some other charitable purpose.

12.4 The Trustees must notify the Commission promptly that the charity has been dissolved. If the Trustees are obliged to send the charity’s accounts for the accounting period which ended before its dissolution, they must send to the Commission the charity’s final accounts.

13.0 Interpretation

13.1 In this Constitution

13.1.1 Address means a postal address or for the purpose of electronic communication , a fax number, an e-mail address or a text message number in each case registered with the charity.

13.1.2 AGM means an Annual General Meeting of the members of FOSDA.

13.1.3 FOSDA means the charity comprised in this constitution

13.1.4 The Chair means the Chair of FOSDA elected at the AGM

13.1.5 Charity trustees’ has the meaning prescribed by section 97(1) of the Charities Act 1993

13.1.6 Clear day means 24 hours from midnight following the triggering event

13.1.7 The Commission means the Charity Commission

13.1.8 The Committee is the governing body of FOSDA

13.1.9 Committee member means a member of the Committee elected at the AGM by the membership

13.1.10 Co-opted Committee member means a member of the Committee appointed by members of the Committee in accordance with clause 7

13.1.11 EGM means a general meeting of the members of FOSDA which is not an AGM

13.1.12 Fundamental change means such a change as would not have been within the reasonable contemplation of a person making a donation to FOSDA

13.1.13 General Meeting means any AGM or EGM

13.1.14 Governing Body means the governing body of SDA

13.1.15 Independent examiner has the meaning prescribed by 43(3)(a) of the Charities Act 1993

13.1.16 Material benefit means a benefit which may not be financial but has a monetary value

13.1.17 Member and membership refer to members of FOSDA

13.1.18 Months mean calendar months

13.1.19 The object means the charitable Object of FOSDA set out in clause 1

13.1.20 Officer means a member of the Committee elected to a specific post at the AGM by the membership

13.1.21 Taxable trading means carrying on a trade or business on a continuing basis for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects

13.1.22 Written or writing refers to a legible document on paper including a fax message

13.1.23 Year means a calendar year

13.2 Reference to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it