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Articles of Association

Articles of Association
Ratified at AGM Nov 2025

1. Name

  1. The Club will be known as Chester Triathlon Club (the “Club”), a company limited by guarantee.

2. Objectives

  1. The main purposes (“Objects”) of the Club are to promote participation in amateur triathlon and associated sports (such as swimming, cycling, running, duathlon, aquathlon, quadrathlon), in Chester and the surrounding area.
  2. The Club is not established or conducted for private gain. Any surplus or assets are used principally for the benefit of its members and the community.

3. Powers

In order to further its Objects, the Club will have the power to:

  1. organise triathlon, other multisport, swimming, cycling and running events and related activities;
  2. affiliate itself with such governing bodies as are considered appropriate by the Committee, which may include but are not limited to Triathlon England, Swim England, British Cycling and England Athletics (or their successor organisations) and comply with the rules of those governing bodies to the extent that they apply to the relevant activities of the Club;
  3. provide advice or information;
  4. carry out research;
  5. co-operate with other bodies and to exchange information and advice with them;
  6. borrow money, accept gifts, raise, invest and manage Club funds responsibly;
  7. give security for loans or other obligations;
  8. acquire, manage lease or dispose of property;
  9. take out insurance, including property, public liability and directors’ and officers’ liability policies;
  10. employ or engage staff, contractors, consultants, advisors, paid or unpaid agents;
  11. enter into contracts to provide/receive goods and/or services on its own behalf or that of other bodies; and
  12. do all lawful things necessary or desirable to promote the Objects.

4. Membership

  1. Eligibility: Membership is open to anyone with an interest in the sport of triathlon or associated sports, regardless of age, disability, sex, gender reassignment, race, religion or belief, sexual orientation, pregnancy or maternity. However, membership may be limited according to available facilities, or as a necessary consequence of the requirements of triathlon or associated sports, as long as it is not unlawful to do so.
  2. Equality, Diversity & Inclusion: The Club is committed to providing a safe, equitable and inclusive environment for all members. All members and applicants for membership will be treated fairly and respectfully. The Club will actively oppose discrimination and harassment. Procedures for reporting discrimination or harassment will be maintained and followed.
  3. On submitting an application for membership all aspiring members must agree to abide by the Club’s code of conduct, policies and Constitution. Membership is not transferable.
  4. Categories: There shall be the following categories of Membership:
    1. Company Members (18+) – are Full Members of the Club who are also members of the company as that term is defined under s112 of the Companies Act. Company Members have the rights and obligations of company members under the Companies Act, including the right to hold a statutory office, vote as a Company Member and the obligation to give an undertaking to contribute the guarantee set out in Article 4.9 in the event of winding up the Club;
    2. Full Members (18+) – may participate in the sporting and social activities of the Club, are eligible to be Club Officers and vote as a Club member on Club matters. Full Members are also eligible to become Company Members, but have no rights or obligations of Company Members (e.g. to hold office as a Director or statutory Officer, vote as a Company Member or obligation to contribute a guarantee) unless they also become a Company Member;
    3. Junior Members (8-17 with parental/guardian consent) – may participate in the sporting and social activities of the Club, but are not eligible to vote on Club matters, or be Company Members or Club Officers (unless any Club Officer role is specifically designated as a junior member role);
    4. Temporary Members (with parental/guardian consent in the case of under 18s) – may participate in the sporting and social activities of the Club during a limited trial period, but are not eligible to vote on Club matters or become Company Members or Club Officers; and
    5. Life Members (18+) – members who have been awarded, by the Committee, status as Full Members for life without payment of annual membership fees, to thank them for exceptional service to the Club.
  5. Numbers: The Committee may limit the number of members in any category and introduce a waiting list if any category has reached capacity.
  6. Costs: Annual membership fees shall be proposed by the Committee and determined at the AGM (or an EGM). Membership fees must be affordable and not pose a significant financial barrier to participation. Where costs associated with membership may cause hardship, the Club will make concessions or alternative arrangements.
  7. Duration: Full Member and Junior Member membership runs for 12 months from payment of fees .
  8. Expiry or Termination: A Temporary Member’s membership ceases at the end of the trial period. All categories of Membership cease if a member resigns, fails to renew fees (other than Life Members), or dies. In addition:
    1. The Committee may, by decision of at least two-thirds of the Committee, suspend or terminate a member’s membership or refuse a membership application, if the member or applicant has:
      1. Seriously or persistently breached the Club’s Constitution, code of conduct or policies; or
      2. Acted in a manner reasonably considered prejudicial to the interests or reputation of the Club.
    2. The member or applicant shall be given written notice of the reasons, and an opportunity to make representations before a final decision is made.
    3. The member has the right to appeal within 14 days of notification of the Committee’s final decision. An appeal shall be heard by panel of at least 3 people appointed by the Committee, made up of Full Members or officers of Triathlon England / British Triathlon Federation. The decision of the appeal body shall be final.
  9. Limited Liability: It shall be a condition on becoming a Company Member or renewal, that each Company Member undertakes to contribute a sum of up to £1 to the assets of the Club in the event of its being wound up while they are a Company Member or within one year after they cease to be a Company Member, in payment of any outstanding debts or liabilities of the Club incurred before they ceased to be a Company Member, costs, charges and expenses of winding up, or the adjustment of rights of contributors among themselves.

5. The Committee & Club Officers

  1. Committee: The Club will be managed in accordance with the Articles by a Committee, the members of which shall be Full Members who are elected as Directors or statutory Officers and also Company Members of the Club.
  2. Directors and statutory Officers: Captain, Vice-Captain, Treasurer, Head Coach / Coaching Coordinator, Secretary. If any of these posts is vacant, an adult Club Officer (other than the Welfare Officer) may be elected as a Director. All Directors and statutory Officers agree also to be Company Members for their term of office.
  3. Term of office: Committee members will be elected at an AGM / EGM for one-year terms and may serve up to three consecutive years in the same role.
  4. Resignation / removal: A Committee member’s term of office automatically terminates if they:
    1. resign by giving written notice (as long as at least three Committee members remain);
    2. cease to be a Full Member of the Club (and in the case of expiry, membership is not renewed within 2 weeks following expiry);
    3. cease to be a director by virtue of any provision in the Companies Act or are prohibited by law from being a director;
    4. are charged with a criminal offence (other than a minor road traffic violation) and are asked by a majority of the Committee to resign (it is a Committee member’s duty to bring such a charge to the attention of the Committee);
    5. are incapable, whether mentally or physically, of managing their own affairs;
    6. are absent without permission from three consecutive meetings of the Committee and are asked by a majority of the other Committee members to resign;
    7. are asked to step down by a majority of the rest of the Committee, or by ordinary resolution at an AGM / EGM following a motion of no confidence.
  5. Vacancies: A vacancy may be filled by co-option until the next AGM / EGM. Co-opted Committee members will have the same powers and responsibilities as elected Committee members.
  6. Meetings: The Committee will hold at least four meetings per year. Attendance may be by physical presence in person and/or via remote communication.
  7. Quorum: Two-thirds of Committee members.
  8. Voting on matters reserved for the Directors/statutory Officers: Only Committee members are eligible to vote at Committee meetings. Each person in attendance will have one vote. The Captain (or Vice-Captain in the Captain’s absence) will have a casting vote in case of a tie.
  9. Voting as Company Members matters which are not reserved for the Directors/statutory Officers: In accordance with Article 6.8, all Full Members are entitled to vote at a general meeting or on written resolutions. Company Members are deemed to vote in accordance with the votes cast by Full Members at a general meeting or on a written resolution.
  10. A technical defect in the appointment of a Committee member of which the Committee member is unaware at the time does not invalidate decisions taken at a meeting in which that Committee member participates.
  11. Powers: The Committee members have the following powers in the administration of the Club:
    1. To delegate any of their functions to sub-committees consisting of two or more members appointed by them.
    2. To make standing orders consistent with the Memorandum, the Articles and the Companies Act to govern proceedings at general meetings.
    3. To make rules consistent with the Memorandum, the Articles and the Companies Act to govern the proceedings of the Committee and sub-committees.
    4. To make regulations consistent with the Memorandum, the Articles and the Companies Act to govern the administration of the Club.
    5. To make rules consistent with the Articles to govern the procedure for nominations for Committee membership and an individual’s terms of membership of the Club.
    6. To establish procedures consistent with the Articles to assist the resolution of disputes, differences or disciplinary matters within the Club.
    7. To exercise any powers of the Club which are not reserved to the Company Members.
  12. Club Officer roles: The Committee may appoint members to Club Officer roles to support them in running the Club, including (but not limited to) Welfare Officer, Swim / Bike / Run Leads, Event Directors, Social Officer, Communications Officer, AG Reps. The Welfare Officer will not hold any other Committee member, Club Officer or coaching role within the Club.
  13. A Club Officer:
    1. is not a Director or statutory Officer of the Club by virtue of their appointment to a Club Officer role and has no authority to act as a Director or statutory Officer of the Club unless separately appointed as such;
    2. shall exercise the functions with the powers delegated to them by the Committee; and
    3. holds office at the discretion of the Committee, who may remove or replace them at any time.

6. General Meetings

  1. AGM: Held once per year within 15 months of the previous AGM.
  2. EGM: May be called by the Committee or by written request of one-tenth of Full Members or 20 Full Members (whichever is fewer). An EGM shall be convened by the Secretary within 30 days of the request from the Committee or members.
  3. Notice: No less than 21 days’ written notice must be given to members, indicating the business to be discussed and setting out the terms of any special resolution to be proposed.
  4. Business at general meetings may include: reports, accounts, membership fees, elections, amendments to the Articles, code of conduct or policies.
  5. The following shall be made available to Full Members at the AGM:
    1. the Club’s accounts for the previous financial year;
    2. a report on the Club’s activities;
    3. voting on the annual membership fees proposed by the Committee;
    4. information on the retirement of Committee members who do not wish to be re-elected to the Committee;
    5. election of, or the results of any voting conducted in advance of the AGM for the election of, Committee members to fill any vacancies up to the next AGM; and
    6. voting to select any accountants or auditors for the Club.
  6. Changes to the Constitution: Any proposed change to the Memorandum or Articles must be received by the Captain or Secretary at least 28 days in advance of the meeting, together with the Committee resolution or members’ request (in the case of an EGM called for the purposes of discussing such proposed change).
  7. Quorum: One-tenth of Full Members as at the date of the meeting. Attendance must be by physical presence of the Full Member in person unless the Committee permits attendance via remote means, by proxy or by other means.
  8. Voting on matters which are not reserved for the Directors/statutory Officers: Only Full Members are eligible to vote on Club matters. At general meetings, each Full Member in attendance has one vote. Voting shall be by a show of hands, unless the Committee permits electronic/remote voting. In the case of a written resolution, each Full Member has one vote. A declaration by the Chair of the meeting of the result of the vote shall be conclusive. Company Members are bound by these Articles to vote in accordance with the votes cast by Full Members at a general meeting.
  9. Resolutions:
    1. Ordinary resolutions require a simple majority of members eligible to vote, voting in favour. Except where otherwise provided by these Articles or the Companies Act, every issue is decided by ordinary resolution, including approval of accounts.
    2. Special resolutions require at least a 75% majority of members eligible to vote, voting in favour. Matters requiring a special resolution are:
      1. changing the Memorandum or Articles of Association;
      2. changing the Club’s name;
      3. winding up the Club voluntarily;
      4. selling the Club;
      5. changing the legal or tax status of the Club;
      6. changing the guarantee required of members; and
      7. any other matter which legally requires a special resolution (e.g. under the Companies Act).
    3. Except where otherwise provided by the Articles or the Companies Act, a written resolution (whether an ordinary or a special resolution) is as valid as an equivalent resolution passed at a general meeting.
  10. The Chair or (if the Chair is unable to do so) the Vice Chair or (if the Vice Chair is unable to do so) some other Committee Member chosen by the Committee Members present, presides at each general meeting.
  11. A technical defect in the appointment of a Full Member of which the Full Member is unaware at the time does not invalidate a decision taken at a general meeting or a written resolution.

7. Finance & Property

  1. The Club’s financial year ends on 31 October.
  2. Club property and funds belong to and will be held in the name of the Club. All Club funds shall be held in a bank account in the Club’s name.
  3. Bank account signatories: The Treasurer and at least two other Committee members or Club Officers. Two signatories are required for all transactions.
  4. Annual accounts shall be independently examined and presented at the AGM.
  5. The income and property of the Club shall be applied solely to further its Objects.
  6. No member shall receive payment except when approved by the Committee:
    1. in reimbursement of reasonable expenses incurred on Club business;
    2. as reasonable remuneration for goods/services supplied to the Club, when such payment has also been specified in a written agreement;
    3. as an indemnity in respect of any liabilities properly incurred in good faith in the course of their duties to the Club (e.g. as a Director or Officer), subject to insurance cover and exclusions for wilful default, fraud, dishonesty or criminal acts.
  7. The Club may provide insurance for members involved in activities for the benefit of the Club.

8. Conflicts of Interest

  1. Directors and Club Officers must declare any personal interest in Club transactions or arrangements before being involved in any related discussion or activity. A person shall be deemed to have a personal interest in an arrangement if any close relative, partner or member of their household or any business of which that person is a partner, director or employee, or holds more than 1% of the voting rights, has an interest in that arrangement.
  2. Directors with a declared interest shall not be counted in the quorum for that part of a meeting, nor vote on related matters.
  3. Any arrangements must be demonstrably in the Club’s best interest.

9. Records and Accounts

  1. The Committee will comply with the requirements of the Companies Act as to keeping records, the audit or independent examination of accounts and the preparation and transmission to the Registrar of Companies of information required by law including, for example:
    1. register of Company Members;
    2. confirmation statements;
    3. annual reports; and
    4. annual statements of account.
  2. The Committee must also keep records of:
    1. all proceedings at meetings of the Committee;
    2. all resolutions in writing;
    3. all reports of sub-committees;
    4. all professional advice obtained; and
    5. all accidents recorded in each financial year.
  3. Accounting records relating to the Club must be made available for inspection by any Committee Member on reasonable notice, at any time. Copies of the latest accounts shall also be supplied to anyone who makes a written request and pays the Club’s reasonable costs.
  4. A copy of the Club’s Constitution shall be available publicly via Companies House.

10. Communications

  1. Notices and other documents to be served under the Articles or the Companies Act may be served:
    1. by hand;
    2. by post; or
    3. by suitable electronic means.
  2. The address at which a member is entitled to receive notices sent by post is an address in the UK shown in the register of members or, if sent by e-mail is an e-mail address shown in the register of members.
  3. Any notice given in accordance with these Articles is deemed to have been received:
    1. 24 hours after being sent by electronic means (as long as no automated rejection is received) or delivered by hand to the relevant address;
    2. two clear days after being sent by first class post to that address;
    3. three clear days after being sent by second class to that address;
    4. immediately on being handed to the recipient personally; or, if earlier,
    5. as soon as the recipient acknowledges actual receipt.
  4. A technical defect in service of which the Committee are unaware at the time does not invalidate decisions taken at a meeting.

11. Dissolution

  1. If the Club is dissolved, any assets remaining after providing for all its liabilities shall be given or transferred to another triathlon club of the Committee’s choosing which demonstrates an interest in the welfare and development of junior athletes, preferably one which is a registered Community Amateur Sports Club or charity.

12. Interpretation

  1. The Articles are to be interpreted without reference to the model articles under the Companies Act, which do not apply to the Club.
  2. In the Articles, unless the context indicates another meaning:
    1. ‘the Articles’ means the Club’s Articles of Association and ‘Article’ refers to a particular Article within the Articles;
    2. ‘the Companies Act’ means the Companies Act 2006, as amended or re-enacted from time to time and to any subordinate legislation made under it;
    3. ‘Constitution’ means the Memorandum and the Articles of Association of the Club and any special resolutions relating to them;
    4. ‘electronic means’ refers to communications addressed to specified individuals by telephone, fax or email or, in relation to meetings, by telephone or video conference.
  3. Expressions not defined in these Articles which are defined in the Companies Act have the same meaning as in the Companies Act.

Declaration

Chester Triathlon Club hereby adopts and accepts this constitution as a current operating guide regulating the actions of members, following a resolution of the Annual General Meeting to this effect on 12th November 2025

SIGNED: Jonathan Girvan,  Club Captain
DATE:  5.12.2025

SIGNED: Chris Rhodes, Club Secretary  
DATE:  5.12.2025