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Club Rules

LDSC Rules and Constitution Feb 2024

Club Rules

(last amended 20/02/2024)

1.NAME.  The Club shall be called “THE LAKE DISTRICT SKI CLUB.”

2.OBJECTS.  See Constitution

3.GENERAL STATEMENT.  All members are reminded by this statement that the Club carries on its activities in a high mountain environment, usually in winter when the hazards of that environment are aggravated by bad weather.  It is the duty and responsibility of all members, and in the case of junior members of those with parental responsibility for them, to ensure that they have adequate skills and equipment to cope with the challenges presented by these conditions.

4.DISABILITY.  Access challenges due to our mountain location and unpredictable weather mean that we are not able to support snowsports for the differently-abled. However, the nearby Kendal Snowsports Club has excellent access and runs regular “adaptive ski” sessions for people with cognitive and physical disabilities.

5.OFFICERS.  The Trustees of the Club shall form the Committee and carry out the following roles (a Trustee can be responsible for more than one role or without portfolio): President, Vice-President, Secretary, Treasurer, Hut Warden, Assistant Hut Warden, Ski Tow Officer, Assistant Ski Tow Officer, Membership Secretary, Safeguarding Officer, Health and Safety Officer and Communications Officer.

6.MEMBERSHIP & INCLUSION.  Club membership is open to all and we respect the rights, dignity and worth of every person. We will treateveryone equally, regardless of age, ability, gender,race, ethnicity, religious belief, sexuality or social/economic status. The club acknowledges and adopts the Sport England definition of sports equity: “Sports equity is about fairness in sport, equality of access, recognising inequalities and taking steps to address them. It is about changing the culture and structure of sport to ensure it becomes equally accessible to everyone in society.”  The Club is committed to everyone having the right to enjoy their sport in an environment free from threat of intimidation, harassment and abuse. All club members have a responsibility to oppose discriminatory behaviour and promote equality of opportunity. The Club will deal with any incidence of discriminatory behaviour seriously, according to club disciplinary procedures.

a.ORDINARY MEMBERSHIP. Application for ordinary membership shall be via the club’s website.  An applicant shall become an ordinary member of the Club immediately upon payment of the annual subscription.  Annual subscriptions, skiing charges and methods of payment shall be determined and approved by the Committee.  Subscriptions become due on 1st October each year. Membership numbers shall be determined by the Committee.

b.ASSOCIATE MEMBERSHIP. An applicant may become an associate [ie: non-skiing] member, subject to the approval of the committee. Such members shall not be entitled to use the tow, but shall be entitled to receive notice of all meetings (excluding Committee meetings) but shall not be entitled to vote thereat, nor shall they be entitled to serve on the Committee. They shall also be entitled to receive details of social functions held by the Club.

c.HONORARY MEMBERSHIP.  The Committee may from time to time elect as Honorary Members such persons who have rendered eminent service to either the Club or the sport of skiing or both.  Honorary Members shall not pay any fees to the club for membership or for use of the tow and they shall be entitled to the same rights and privileges as ordinary members.

d.JUNIOR MEMBERSHIP.  A person under the age of 18 years may become a Junior Member of the Club. Application for Junior Membership shall be made by any person responsible for them.

e.The part of this rule that applies to Ordinary Membership shall, save for payment of any subscription, apply to Junior Membership.  Upon admission to the Club, Junior Members shall not pay any fees to the Club for membership or for use of the tow.  They shall be entitled to receive notice of, and attend, any General Meeting of the Club but shall not be entitled to vote thereat; and be eligible for co-option onto any committee or sub-committee

f.Upon attaining the age of 18 years Junior Members shall be entitled to become Ordinary Members without further process upon payment of the current annual subscription for Ordinary Membership.

g.All Junior Members must be under the direct supervision at all times, when using the Club’s facilities, of someone having parental responsibility or of some other properly delegated adult. In all other safeguarding respects, the club will follow the guidelines set out in SnowSport England’s “Snowsafe Manual for Clubs”, produced with the support of the NSPCC, and other documentation (links at bottom).

h.NON-MEMBERS. Use of the tow shall also be open to non-members up to three times a year upon payment of a fee to be determined by the committee, providing the ski tow officer or deputy has deemed that there is no risk to safety or over-crowding at the tow or in our valley car park. Otherwise, skiing shall be for members only.

7.ADDRESSES AND NOTICES.  Every member of the Club shall keep current their contact details on the club database.

8.INTERPRETATION.  The word “skis” shall include monoboards and snowboards and all other equipment that could sensibly be described as such and the words “ski” and “skiing” shall be construed accordingly.

The Committee shall be the sole authority for interpretation of these Rules.

9. AMENDMENT.  These Rules, or any of them, may be added to, repealed or amended by resolution at any General Meeting, provided that the nature of any proposed alteration is stated in the notice convening the meeting or in the agenda thereof and that no such resolution shall be deemed to have been passed unless it be carried by a majority of at least 75 per cent of the members voting thereon.


SSE Manual for Clubs

SSE membership rules, regulation and policies

SSE privacy notice

Club Constitution
(last amended 20/02/2024. This constitution is subject to formal acceptance of the club as a CIO by the Charity Commission)


The nameotheCharitable IncorporatedOrganisation (“theCIO”) is

The Lake District Ski Club

2National location of principal office

TheCIOmushaveaprincipalofficeinEngland orWales. Theprincipal office ofthe CIO isinEngland


The objects ofthe CIOare the promotion of community participation in healthy recreation by the provision of facilities for snowsports


Nothing in this constitution shall authorise an application of the property of the CIO for the purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005 andsection2oftheCharitiesAct (NorthernIreland) 2008.


The CIO has power to do anything which is calculated to further its objects oris conduciveor incidentalto doingso. Inparticular, theCIO has power to:

(1)borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;

(2)buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(3)sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;

(4)employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of that clause;

(5)deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by theTrusteeAct2000.

5.Application of income and property

(1)The income and property of the CIO must be applied solely towards the promotion of the objects.

(a)A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO.

(b)A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

(2)None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO or connected person. This does not prevent a member or connected person who is not also a charity trustee receiving:

(a)a benefit from the CIO as a beneficiary of the CIO;

(b)reasonable and proper remuneration for any goods or services supplied to the CIO;

(c)Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by clause 6.

6.Benefits and payments tocharity trustees and connected persons

(1)General provisions

No charitytrustee orconnected person may:

(a)buy orreceive anygoods orservices fromthe CIOon terms preferential to those applicable to members of the public;

(b)sell goods,services,orany interestinlandto the CIO;

(c)be employed by, or receive any remuneration from, the CIO;

(d)receive any otherfinancial benefitfromtheCIO;

unless the payment or benefit is permitted by sub-clause (2) of this clause or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

(2)Scopeandpowerspermittingtrustees’or connected persons’ benefits

(a)A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.

(b)A charity trustee or connected person may enter into a contract for the supply of services and/or goods to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.

(c)A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).

(d)A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

(e)A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms asmembersofthepublic.

(3)In clauses 5 and 6:

(a)“the CIO”includes anycompany inwhich the CIO:

(i)holds morethan 50%of theshares; or

(ii)controls more than 50% of the voting rights attachedtotheshares;or

(iii) has the right to appoint one or more directors to the board ofthe company;

(b)“connected person”includes anyperson within the definition setout inclause [30] (Interpretation);

7.Conflicts of interest and conflicts of loyalty

A charitytrustee must:

(1)declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by theCIO whichhas notpreviously beendeclared; and

(2)absent himself or herself from any discussions of the charity trusteesinwhich itis possiblethat aconflict ofinterest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).

Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quoruminanydecisionofthecharitytrusteesonthematter.

8.Liability ofmembers tocontribute tothe assetsof theCIO ifit is wound up

If the CIO is wound up, the members of the CIO have no liability to contribute toits assetsand nopersonal responsibilityfor settlingits debts andliabilities.


9.Membership of the CIO

(1)Admission of new members


Membership ofthe CIOisopento any individualwho isinterested in furthering its purposes, and who, by applying for membership, hasindicated his,her orits agreementto becomea member and acceptance of the duty of members set out in sub-clause (3) ofthis clause.

(b)Admission procedure

The charity trustees:

(i)may require applications for membership to be made inany reasonableway thatthey decide;

(ii)shall, ifthey approvean applicationfor membership, notify the applicant of their decision within 21 days;

(iii)may refuse an application for membership if they believe thatit isinthebest interestsof theCIO for them to do so;

(iv)shall, ifthey decideto refusean applicationfor membership, give the applicant their reasons for doing so, within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and

(v)shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.

(2)Transfer of membership

  Membership of the CIO cannot be transferred to anyone else  

(3)Duty of members

It is the duty of each member of the CIO to exercise his or her powers as amemberof theCIO inthe wayhe orshe decidesin goodfaith would bemost likelyto furtherthe purposesof theCIO.

(4)Termination of membership

(a)Membership ofthe CIOcomes toan end if:

(i)the member dies, or, in the case of an organisation (or therepresentative ofan organisation)that organisation ceasesto exist;or

(ii)the member sends a notice of resignation to the charity trustees;or

(iii)any sum of money owed by the member to the CIOisnot paidin fullwithin sixweeks ofits falling due; or

(iv)the charitytrustees decidethatitis inthe best interests of the CIO that the member in question should be removed from membership, and pass a resolutiontothateffect.

(b)Before the charity trustees take any decision to remove someone frommembership ofthe CIOthey must:

(i) inform the member of the reasons why itisproposed toremove him,her orit from membership;

(ii) give themember atleast 21clear daysnotice in which to make representations to the charity trustees asto whyhe, sheor itshould notbe removed from membership;

(iii) at aduly constitutedmeeting ofthecharity trustees, consider whether or not the member shouldbe removedfrommembership;

(iv) consider at that meeting any representations which the membermakes asto whythe membershould notberemoved; and

(v) allow the member, or the member’s representative, to makethose representationsin personat that meeting, if the member so chooses.

(5)Membership fees

The CIO may require members to pay reasonable membership fees to the CIO.

 (6) Informal or associate (non-voting) membership

(a)The charity trustees may create associate or other classes of non-votingmembership,andmay determinethe rights and obligations of any such members (including payment ofmembershipfees),and theconditions for admission to, and termination of membership of any such classof members.

(b)Other referencesin thisconstitution to“members” and “membership” do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or DissolutionRegulations.

10. Members’ decisions

(1)General provisions

Except for those decisions that must be taken in a particular way as indicated in sub-clause (4) of this clause, decisions of the members of the CIO may be taken either by vote at a general meeting as provided in sub-clause (2) of this clause or by written resolution as provided in sub-clause(3)ofthisclause.

(2)Taking ordinary decisions by vote

Subject tosub-clause(4)of thisclause,anydecisionofthe members oftheCIO maybetakenby meansof aresolution ata general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting (including votes cast by postal or email ballot, and proxy votes).

(3)Taking ordinary decisions by written resolution without a general meeting

(a)Subject tosub-clause(4)of thisclause, aresolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:

(i)a copy of the proposed resolution has been sent to all the members eligible to vote; and

(ii)a simplemajority ofmembers hassignified its agreementto theresolution ina documentor documents whichare receiveda ttheprincipal office within the period of 28 days beginning with the circulationdate.Thedocument signifyinga member’s agreementmust beauthenticated by theirsignature (orinthecaseofan organisation which is a member, by execution according to its usual procedure), by a statement of their identity accompanying thedocument,orinsuchother manner astheCIOhas specified.

(b)The resolutionin writingmay compriseseveral copies to which one or more members has signified their agreement.

(c)Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated in accordance with paragraph (a) above.

(d)Not less than 10% of the members of the CIO may request the charity trustees to make a proposal for decisionbythemembers.

(e)The charitytrustees mustwithin 21days ofreceiving such a requestcomply withit if:

(i)The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;

(ii)The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and

(iii)Effect can lawfully be given to the proposal if it is so agreed.

(f)Sub-clauses (a) to (c) of this clause apply to a proposal made at the request of members.

(4)Decisions that must be taken in a particular way

(a)Any decision to remove a trustee must be taken in accordance with clause 15(2)

(b)Any decision to amend this constitution must be taken in accordance with clause 28 of this constitution (Amendment of Constitution).

(c)AnydecisiontowindupordissolvetheCIOmustbe taken in accordance with clause 29 of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.

11.Generalmeetingsof members

(1)Types of general meeting

Theremustbeanannualgeneralmeeting(AGM)ofthemembersof theCIO.ThefirstAGMmustbeheldwithin18monthsoftheregistration of the CIO, and subsequent AGMs must be held at intervals of notmore than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and must elect trustees as required under clause 13.

Other general meetings of the members of the CIO may be held at any time.

All general meetings must be held in accordance with the following provisions.

(2)Calling general meetings

(a)Thecharity trustees:

(i)must call the annual general meeting of the members of the CIO in accordance with sub-clause (1) of this clause, and identify it as such in the noticeofthemeeting;and

(ii)may call any other general meeting of the membersatanytime.

(b)Thecharitytrusteesmust,within21days,calla general meetingofthemembersoftheCIO if:

(i)they receive a request to do so from at least 10% of the members of the CIO; and

(ii)therequeststatesthegeneralnatureofthe business to be dealt with at the meeting, and is authenticated by the member(s) making the request.

(c)If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.

(d)Anysuchrequestmayincludeparticularsofaresolution thatmayproperlybeproposed,andisintendedtobe proposed,atthemeeting.

(e)Aresolutionmayonlyproperlybeproposedifitis lawful, andisnotdefamatory,frivolousor vexatious.

(f)Any general meeting called by the charity trustees at the requestofthemembersoftheCIOmustbeheldwithin 28daysfromthedateonwhichitiscalled.

(g)If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.

(h)Ageneralmeetingcalledinthiswaymustbeheldnot more than 3 months after the date when the members first requested the meeting.

(i)TheCIOmustreimburseanyreasonableexpensesincurred bythememberscallingageneralmeetingbyreasonof the failure of the charity trustees to duly call the meeting, buttheCIOshallbeentitledtobeindemnifiedbythe charitytrusteeswhowereresponsibleforsuchfailure.

(3)Notice of general meetings

(a)The charity trustees, or, as the case may be, the relevant membersoftheCIO,mustgiveatleast14cleardays notice of any general meeting to all of the members, and toanycharitytrusteeoftheCIOwhoisnotamember.

(b)If it is agreed by not less than 90% of all members of the CIO,anyresolutionmaybeproposedandpassedatthe meeting even though the requirements of sub-clause (3)(a) of this clause have not been met. This sub-clause does notapplywhereaspecifiedperiodofnoticeisstrictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.

(c)Thenoticeofanygeneralmeeting must:

(i)statethetimeanddateofthe meeting:

(ii)givetheaddressatwhichthemeetingis to take place;

(iii)giveparticularsofanyresolutionwhichistobe moved at the meeting, and of the general nature ofanyotherbusinesstobedealtwithatthe meeting; and

(iv)ifaproposaltoaltertheconstitutionoftheCIOisto beconsideredatthemeeting,includethetextof the proposed alteration;

(v)include,withthenoticefortheAGM,theannual statement of accounts and trustees’ annual report, detailsofpersonsstandingforelectionorre-election as trustee, or where allowed under clause 22 (Use of electronic communication), details of where the information may be found on the CIO’swebsite.

(d)Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic formofnoticewasproperlyaddressedandsent,shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.

(e)The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO.

(4)Chairing of general meetings

The person nominated as chair by the charity trustees under clause 19(2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting.

(5)Quorum at general meetings

(a)No business may be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts.

(b)Subjecttothefollowingprovisions,thequorumfor generalmeetingsshallbethegreaterof5%orthree members.

(c)Ifthemeetinghasbeencalledbyorattherequestofthe members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, themeetingisclosed.

(d)If the meeting has been called in any other way and a quorumisnotpresentwithin15minutesofthestarting time specified in the notice of the meeting, the chair must adjournthemeeting.Thedate,timeandplaceatwhich themeetingwillresumemusteitherbeannouncedby thechairorbenotifiedtotheCIO’smembersatleast sevencleardaysbeforethedateonwhichitwillresume.

(e)If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members presentatthemeetingconstituteaquorum.

(f)Ifatanytimeduringthemeetingaquorumceasesto bepresent,themeetingmaydiscussissuesandmake recommendationstothetrusteesbutmaynotmake any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

(6)Voting at general meetings

(a)Any decision other than one falling within clause 10(4) (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting [(including proxy and postal votes). Every member has one vote unless otherwise provided in the rights of a particular class of membership under this constitution.

(b)A resolution put to the vote of a meeting shall be decided onashowofhands,unless(beforeoronthedeclaration oftheresultoftheshowofhands)apollisduly demanded. A poll may be demanded by the chair or by at least10%ofthememberspresentinpersonorbyproxy at the meeting.

(c)Apolldemandedontheelectionofapersontochairthe meetingoronaquestionofadjournmentmustbetaken immediately.Apollonanyothermattershallbetaken, andtheresultofthepollshallbeannounced,insuch manner as the chair of the meeting shall decide, provided thatthepollmustbetaken,andtheresultofthepoll announced,within30daysofthedemandforthepoll.

(d)Apollmaybe taken:

(i)atthemeetingatwhichitwasdemanded; or

(ii)atsomeothertimeandplacespecifiedby the chair; or

(iii)throughtheuseofpostalorelectronic communications.

(e) In the event of an equality of votes, whether on a show of handsoronapoll,thechairofthemeetingshallhavea second, or casting vote.

(f)Anyobjectiontothequalificationofanyvotermustbe raised at the meeting at which the vote is cast and the decisionofthechairofthemeetingshallbefinal.

(7)Adjournment of meetings

Thechairmaywiththeconsentofameetingatwhichaquorumis present (and shall if so directed by the meeting) adjourn the meeting toanothertimeand/orplace.Nobusinessmaybetransactedatan adjourned meeting except business which could properly have been transacted at the original meeting.

(8)And (9)  Paragraphs (8) and (9) of Appendix 1 to this constitution under the heading “General Meetings of Members” form part of this constitution and are to be applied accordingly


12. Charity trustees

(1)Functions and duties of charity trustees

The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:

(a)to exercise his or her powers and to perform his or her functionsinhisorhercapacityasatrusteeoftheCIOin the way he or she decides in good faith would be most likelytofurtherthepurposesoftheCIO;and

(b)to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:

(i)anyspecialknowledgeorexperiencethatheor she hasorholdshimselforherselfoutashaving; and,

(ii)if he or she actsas a charity trustee ofthe CIO inthecourseofabusinessorprofession,to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

(2)Eligibilityfor trusteeship

(a)Every charity trustee must be a natural person.

(b)Noindividualmaybeappointedasacharitytrustee of the CIO:

·ifheorsheisundertheageof16years; or

·if he or she would automatically cease to hold office undertheprovisionsofclause15(1)(f).

(c)Nooneisentitledtoactasacharitytrusteewhetheron appointmentoronanyre-appointmentuntilheorshe has expressly acknowledged, in whatever way the charity trusteesdecide,hisorheracceptanceoftheofficeof charity trustee.

(d)AtleastoneofthetrusteesoftheCIOmustbe18yearsof ageorover.Ifthereisnotrusteeagedatleast18years, theremainingtrusteesmayonlyacttocallameetingof thecharitytrustees,orappointanewcharitytrustee.

(3)Number of charity trustees

(a)There must be at least three charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.

(b)The maximum number of charity trustees is 15. The charitytrusteesmaynotappointanycharitytrusteeif as a result the number of charity trustees would exceed the maximum.


(4)First charity trustees

The first charity trustees of the CIO are –  

Christopher David Bainbridge, James David Charles Blacow, Peter Edward Stephenson Briggs, Paul Goodwin, Eleanor Frances Rose Horsley, Michael John Lynch, Ian Morley, Michaela Marie-Helene Paternoster, Bernhard Ressel, Stuart Sharp, Michael Hugh Sweeney, Gerard Anthony Unthank, Eleanor Fawcett Unthank, Johan Toving and David John Monteith


13.Appointment of charity trustees

  (1)  at the first annual general meeting of the members of the CIO all the charity trustees shall retire from office;

  (2)  At every subsequent annual general meeting of the members of the  CIO, one third of the charity trustees shall retire from office. If the number of  charity trustees is not three or a multiple of three, then the number nearest to  one third shall retire from office, but if there is only one charity trustee, he or she shall retire;

  (3)Thecharitytrusteestoretirebyrotationshallbethose who havebeenlongestinofficesincetheirlast appointment orreappointment.Ifanytrusteeswerelastappointedor reappointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot;

(4)Thevacanciessoarisingmaybefilledbythedecisionofthe membersattheannualgeneralmeeting;anyvacanciesnot filled at the annual general meeting may be filled as provided in sub-clause (5) of this clause;

(5) Themembersorthecharitytrusteesmayatanytimedecide to appoint a new charity trustee, whether in place of a charity trusteewhohasretiredorbeenremovedinaccordancewith clause 15 (Retirement and removal of charity trustees), or as an additional charity trustee, provided that the limit specified in clause 12(3) on the number of charity trustees would not as a resultbeexceeded;

(6)A person so appointed by the members of the CIO shall retire in accordance with the provisions of sub-clauses (2) and (3) of this clause. A person so appointed by the charity trustees shall retire attheconclusionofthenextannualgeneralmeetingafterthe date of his or her appointment, and shall not be counted for the purpose of determining which of the charity trustees is to retire byrotationatthatmeeting.

14.Information for new charity trustees

The charity trustees will make available to each new charity trustee, on orbeforehisorherfirstappointment:

(a)acopyofthisconstitution and any amendments made to it; and

(b)acopyoftheCIO’slatestTrustees’AnnualReportand statementofaccounts.

15. Retirementandremovalofcharity trustees

(1)Acharitytrusteeceasestoholdofficeifheor she:

(a)retires by notifying the CIO in writing (but only if enough charitytrusteeswillremaininofficewhenthenoticeof resignation takes effect to form a quorum for meetings);

(b)isabsentwithoutthepermissionofthecharitytrustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated;


(d)inthewrittenopinion,giventotheCIO,ofa registered medical practitioner treating that person, has becomephysicallyormentallyincapableofactingasa trustee and may remain so for more than three months;

(e)is removed by the members of the CIO in accordance with sub clause (2) of this clause; or

(f)isdisqualifiedfromactingasacharitytrusteebyvirtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).

(2)A charity trustee shall be removed from office if a resolution to remove that  trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause 11, and the resolution is passed by a two thirds majority of votes cast at the meeting.

(3)Aresolutiontoremoveacharitytrusteeinaccordancewith this clause shall not take effect unless the individual concerned hasbeengivenatleast14cleardays’noticeinwritingthat theresolutionistobeproposed,specifyingthe circumstances alleged to justify removal from office, and has been given areasonableopportunityofmakingoraland/orwritten representationstothemembersoftheCIO.

16. Reappointmentofcharity trustees

Anypersonwhoretiresasacharitytrusteebyrotationorbygiving notice to the CIO is eligible for reappointment. A charity trustee who hasservedforthreeconsecutivetermsmaynotbereappointedfora fourth consecutive term but may be reappointed after an interval of at leastthreeyears.

17.Taking ofdecisions bycharity trustees

Anydecisionmaybetaken either:

·atameetingofthecharitytrustees; or

·by resolution in writing or electronic form agreed by a majority of all of the charity trustees, which may comprise either a single documentorseveraldocumentscontainingthetextofthe resolution in like form to which the majority of all of the charity trustees has signified their agreement. Such a resolution shall be effectiveprovidedthat

·a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and

·themajorityofallofthecharitytrusteeshassignified agreementtotheresolutioninadocumentordocuments which has or have been authenticated by their signature, bya statement of their identity accompanying the document or documents, or in such other manner as the charity trustees havepreviouslyresolved,anddeliveredtotheCIOatits principal office or such other place as the trustees may resolve within28daysofthecirculationdate.

18. Delegationbycharity trustees

(1)The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they shall determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.

(2)Thispowerisinadditiontothepowerofdelegation in the General Regulations and any other power of delegation availabletothecharitytrustees,butissubjecttothe following requirements:

(a)a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee;

(b)theactsandproceedingsofanycommitteemustbe brought to the attention of the charity trustees as a whole assoonasisreasonablypracticable;and

(c)thecharitytrusteesshallfromtimetotimereviewthe arrangements which they have made for the delegation of their powers.

19. Meetings and proceedingsofcharity trustees

(1)Calling meetings

(a)Any charity trustee may call a meeting of the charitytrustees.

(b)Subject to that, the charity trustees shall decide how their meetingsaretobecalled,andwhatnoticeisrequired.

(2)Chairingof meetings

The charity trustees may appoint one of their number to chair their meetingsandmayatanytimerevokesuchappointment.Ifno-one has been so appointed, or if the person appointed is unwilling to presideorisnotpresentwithin10minutesafterthetimeofthe meeting, the charity trustees present may appoint one of their number tochairthatmeeting.

(3)Procedureat meetings

(a)No decision shall be taken at a meeting unless a quorum ispresentatthetimewhenthedecisionistaken.The quorumistwocharitytrustees,orthenumbernearest toonethirdofthetotalnumberofcharitytrustees, whichever is greater, or such larger number as the charity trusteesmaydecidefromtimetotime.Acharitytrustee shallnotbecountedinthequorumpresentwhenany decision is made about a matter upon which he or she is not entitled to vote.

(b)Questions arising at a meeting shall be decided by a majority of those eligible to vote.

  (c) In the case of an equality of votes, the person who chairs themeetingshallhaveasecondorcastingvote.

(4)Participationinmeetingsbyelectronic means

(a)Ameetingmaybeheldbysuitableelectronicmeans agreed by the charity trustees in which each participant maycommunicatewithalltheotherparticipants.

(b)Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in whichaparticipantorparticipantsmaycommunicatewithall theotherparticipantsshallqualifyasbeingpresentat the meeting.

(c)Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

20. Saving provisions

(1)Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:


·whowasdisqualifiedfromholding office;

·whohadpreviouslyretiredorwhohadbeenobliged by theconstitutiontovacate office;

·who wasnot entitledtovote onthematter, whether by reasonofaconflictofinterestor otherwise;

·for whom there is a technical defect in their appointment as a trustee of which the trustees were unaware at the time;

if, without the vote of that charity trustee and that charity trustee being countedinthequorum,thedecisionhasbeenmadebyamajorityof the charity trustees at a quorate meeting.

(2)Sub-clause(1)ofthisclausedoesnotpermitacharitytrustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trusteesif,butforsub-clause(1),theresolutionwouldhave beenvoid,orifthecharitytrusteehasnotcompliedwith clause 7(Conflictsof interest).

21. Executionof documents

(1)TheCIOshallexecutedocumentseitherbysignatureorby affixing its seal (if it has one).

(2)Adocumentisvalidlyexecutedbysignatureifitissignedby at leasttwoofthecharity trustees.

(3)IftheCIOhasa seal:

(a)it must comply with the provisions of the General Regulations;and

(b)thesealmustonlybeusedbytheauthorityofthe charity trustees or of a committee of charity trustees duly authorisedbythecharitytrustees.Thecharitytrustees may determine who shall sign any document to which the seal is affixed and unless otherwise so determined it shall be signed by two charity trustees.

22. Useofelectronic communications


TheCIOwillcomplywiththerequirementsofthe Communications ProvisionsintheGeneralRegulationsandin particular:

(a)the requirement to provide within 21 days to any member onrequestahardcopyofanydocumentorinformation senttothememberotherwisethaninhardcopyform;

(b)any requirements to provide information to the Commissioninaparticularformormanner.

(2)Paragraphs (2) and (3) of Appendix 1 to this constitution under the heading “use of Electronic Communications” form part of this constitution and are to be applied accordingly

23. KeepingofRegisters

The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, a (combined) registerofitsmembersandcharitytrustees.


Thecharitytrusteesmustkeepminutesof all:

(1)appointmentsofofficersmadebythecharity trustees;

(2)proceedingsatgeneralmeetingsofthe CIO;

(3)meetingsofthecharitytrusteesandcommitteesof charity trustees including:

·thenamesofthetrusteespresentatthe meeting;

·thedecisionsmadeatthemeetings; and

·whereappropriatethereasonsforthe decisions;

(4)decisions made by the charity trustees otherwise than in meetings.

25. Accounting records, accounts, annual reports and returns, register maintenance

(1)The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of account, and to the preparation of annual reports and returns. Thestatementsofaccount,reportsandreturnsmustbesentto the Charity Commission, regardless of the income of the CIO, within10monthsofthefinancialyearend.

(2)The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.

26. Rules

The charity trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made availabletoanymemberoftheCIOonrequest.

27. Disputes

IfadisputearisesbetweenmembersoftheCIOaboutthevalidityor propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute mustfirsttryingoodfaithtosettlethedisputebymediationbefore resorting to litigation.

28. Amendmentof constitution

As provided by sections 224-227 of the Charities Act 2011:

(1)This constitution can only be amended:


(a)by resolution agreed in writing by all members of the CIO; or

(b)by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the CIO.

(2)Any alteration of the CIO’s objects, of any provision of the CIO’s constitution directing the application of property on its dissolution or any provision of the CIO’s constitution where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connectedwiththem,requiresthepriorwrittenconsentofthe Charity Commission.

(3)No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.

(4)A copy of any resolution altering the constitution, together withacopyoftheCIO’sconstitutionasamended,mustbe senttotheCommission within 15days from the date on which the resolution is passed.

29. Voluntarywindingupor dissolution

(1)As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:

(a)at a general meeting of the members of the CIO called inaccordancewithclause11(Meetingsof Members), of which not less than 14 days’ notice has beengiventothoseeligibletoattendandvote:

(i)by a resolution passed by a 75% majority of those voting, or

(ii)by a resolution passed by decision taken without avoteandwithoutanyexpressionofdissent in response to the question put to the general meeting; or

(b)by a resolution agreed in writing by all members of the CIO.

(2)SubjecttothepaymentofalltheCIO’s debts:

(a)AnyresolutionforthewindingupoftheCIO,orforthe dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shallbeapplied.

(b)If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.

(c)Ineithercasetheremainingassetsmustbe applied for charitable purposes the same as or similar to those of the CIO.

(3)The CIO must observe the requirements of the Dissolution RegulationsinapplyingtotheCommissionfortheCIOtobe removed from the Register of Charities, and in particular:

(a)thecharitytrusteesmustsendwiththeirapplication to the Commission:


(i)a copy of the resolution passed by the members of the CIO;

(ii)a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and

(iii) astatementbythecharitytrusteessettingoutthe wayinwhichanypropertyoftheCIOhasbeenor istobeappliedpriortoitsdissolutioninaccordance withthisconstitution;

(b)thecharitytrusteesmustensurethatacopyofthe applicationissentwithinsevendaystoeverymember and employee of the CIO, and to any charity trustee of the CIOwhowasnotprivytotheapplication.

(4)IftheCIOistobewoundupordissolvedinanyother circumstances,theprovisionsoftheDissolutionRegulations must be followed.

30. Interpretation

Inthis constitution:

connectedperson means:

(a)achild,parent,grandchild,grandparent,brotherorsister ofthecharitytrustee or member;

(b)the spouse or civil partner of the charity trustee, member or of any person falling within sub-clause (a) above;

(c)a person carrying on business in partnership with the charity trustee, member or with any person falling within sub-clause(a)or(b)above;



(i)bythecharitytrustee, memberoranyconnectedperson falling within sub-clause (a), (b), or (c) above; or

(ii)bytwoormorepersonsfallingwithinsub-clause (d)(i),whentaken together


(i)the charity trustee, member or any connected person falling withinsub-clauses(a)to(c)hasasubstantial interest; or

(ii)two or more persons falling within sub-clause (e)(i)who,whentakentogether,havea substantialinterest.

Section118oftheCharitiesAct2011applyforthepurposesof interpreting the terms used in this constitution.

“GeneralRegulations”meanstheCharitableIncorporated Organisations (General) Regulations 2012.

“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.

The“CommunicationsProvisions”meansthe Communications Provisionsin[Part9,Chapter4]oftheGeneral Regulations.

“charitytrustee”meansacharitytrusteeofthe CIO.

A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.

Appendix 1

Generalmeetingsof members

(8)Proxy voting

(a)Any member of the CIO may appoint another person as aproxytoexercisealloranyofthatmember’srightsto attend,speakandvoteatageneralmeetingofthe CIO. Proxies must be appointed by a notice in writing (a “proxy notice”) which:

(i)statesthenameandaddressofthe member appointingthe proxy;

(ii)identifies the person appointed to be that member’s proxyandthegeneralmeetinginrelationtowhich that person is appointed;

(iii) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the CIOmaydetermine;and

(iv)isdeliveredtotheCIOinaccordancewiththe constitution and any instructions contained in the notice of the general meeting to which they relate.

(b)The CIO may require proxy notices to be delivered in a particular form, and may specify different forms for differentpurposes.

(c)Proxynoticesmay(butdonothaveto)specifyhowthe proxy appointed under them is to vote (or that the proxy istoabstainfromvoting)ononeormoreresolutions.

(d)Unless a proxy notice indicates otherwise, it must be treated as:

(i)allowing the person appointed under it as a proxy discretionastohowtovoteonanyancillaryor proceduralresolutionsputtothemeeting;and

(ii)appointingthatpersonasaproxyinrelationtoany adjournment of the general meeting to which it relates as well as the meeting itself.

(e)A member who is entitled to attend, speak or vote (either onashowofhandsoronapoll)atageneralmeeting remainssoentitledinrespectofthatmeetingorany adjournmentofit,eventhoughavalidproxynoticehas been delivered to the CIO by or on behalf of that member.

(f)An appointment under a proxy notice may be revoked by deliveringtotheCIOanoticeinwritinggivenbyoron behalfofthememberbywhomoronwhosebehalfthe proxynoticewasgiven.

(g)A notice revoking a proxy appointment only takes effect ifitisdeliveredbeforethestartofthemeetingor adjourned meeting to which it relates.

(h)Ifaproxynoticeisnotsignedorauthenticatedbythe memberappointingtheproxy,itmustbeaccompanied bywrittenevidencethatthepersonwhosignedor authenticated it on that member’s behalf had authority to do so.

(9) Postal Voting

(a)The CIO may, if the charity trustees so decide, allow the members to vote by post or electronic mail (“email”) toelectcharitytrusteesortomakeadecisiononany matterthatisbeingdecidedatageneralmeetingof the members.

(b)Thecharitytrusteesmustappointatleasttwopersons independentoftheCIOtoserveasscrutineersto supervise the conduct of the postal/email ballot and the countingofvotes.

(c)If postal and/or email voting is to be allowed on a matter, theCIOmustsendtomembersoftheCIOnotlessthan 21 days before the deadline for receipt of votes cast in this way:

(i)anoticebyemail,ifthememberhasagreedto receivenoticesinthiswayunderclause22(Use ofelectroniccommunications),includingan explanationofthepurposeofthevoteandthe votingproceduretobefollowedbythemember, andavotingformcapableofbeingreturnedby email or post to the CIO, containing details of the resolution being put to a vote, or of the candidates for election, as applicable;

(ii)a notice by post to all other members, including a writtenexplanationofthepurposeofthepostal voteandthevotingproceduretobefollowedby the member; and a postal voting form containing details of the resolution being put to a vote, or of thecandidatesforelection,asapplicable.

(d)The voting procedure must require all forms returned by post to be in an envelope with the member’s name and signature, and nothing else, on the outside, inside another envelope addressed to ‘The Scrutineers for the Lake District Ski Club’, attheCIO’sprincipalofficeorsuchotherpostaladdressas isspecifiedinthevotingprocedure.

(e)The voting procedure for votes cast by email must require the member’s name to be at the top of the email, and the emailmustbeauthenticatedinthemannerspecifiedin thevotingprocedure.

(f)Emailvotesmustbereturnedtoanemailaddress used only for this purpose and must be accessed only byascrutineer.

(g)The voting procedure must specify the closing date and timeforreceiptofvotes,andmuststatethatanyvotes received after the closing date or not complying with the votingprocedurewillbeinvalidandnotbecounted.

(h)Thescrutineersmustmakealistofnamesofmembers casting valid votes, and a separate list of members casting voteswhichwereinvalid.Theselistsmustbeprovided to a charity trustee or other person overseeing admission to,andvotingat,thegeneralmeeting.Amemberwho has cast a valid postal or email vote must not vote at the meeting, and must not be counted in the quorum for any partofthemeetingonwhichhe,sheorithasalready cast a valid vote. A member who has cast an invalid vote bypostoremailisallowedtovoteatthemeetingand counts towards the quorum.

(i)For postal votes, the scrutineers must retain the internal envelopes (with the member’s name and signature). For email votes, the scrutineers must cut off and retain any part of the email that includes the member’s name. In each case, a scrutineer must record on this evidence of the member’s name that the vote has been counted, orifthevotehasbeendeclaredinvalid,thereasonfor suchdeclaration.

(j)Votescastbypostoremailmustbecountedbyallthe scrutineersbeforethemeetingatwhichthevoteistobe taken.Thescrutineersmustprovidetothepersonchairing themeetingwrittenconfirmationofthenumberofvalid votes received by post and email and the number of votes receivedwhichwereinvalid.

(k)The scrutineers must not disclose the result of the postal/email ballot until after votes taken by hand or by poll at the meeting, or by poll after the meeting, have been counted. Only at this point shall the scrutineers declaretheresultofthevalidvotesreceived,andthese votesshallbeincludedinthedeclarationoftheresult ofthe vote.

(l)Followingthefinaldeclarationoftheresultofthevote, the scrutineers must provide to a charity trustee or other authorisedpersonbundlescontainingtheevidenceof memberssubmittingvalidpostalvotes;evidenceof members submitting valid email votes; evidence of invalid votes;thevalidvotes;andtheinvalidvotes.

(m)Anydisputeabouttheconductofapostaloremail ballotmustbereferredinitiallytoapanelsetupby the charity trustees, to consist of two trustees and two persons independent of the CIO. If the dispute cannot be satisfactorily resolved by the panel, it must be referred to the Electoral Reform Services.

Useofelectronic communications

(2)To the CIO

AnymemberorcharitytrusteeoftheCIOmaycommunicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner whichissatisfactorytotheCIO.

(3)Bythe CIO

(a)AnymemberorcharitytrusteeoftheCIO,byproviding theCIOwithhisorheremailaddressorsimilar,istaken tohaveagreedtoreceivecommunicationsfromtheCIO in electronic form at that address, unless the member has indicated to the CIO his or her unwillingness to receive suchcommunicationsinthatform.

(b)The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website:

(i)provide the members with the notice referred to in clause11(3)(Noticeofgeneralmeetings);

(ii)give charity trustees notice of their meetings inaccordancewithclause19(1)(Calling meetings); and

(iii)submit any proposal to the members or charity trustees for decision by written resolution or postal vote in accordance with the CIO’s powers under clause 10 (Members’ decisions), 10(3) (Decisions taken by resolution in writing), or the provisions for postal voting set out in  this appendix


(i)take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal;

(ii)send any such notice or proposal in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form