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At the Swim England North West Annual Council Meeting held on Saturday 5th September 2020, the Regional Management Board were given formal approval by voting members to take all necessary steps to investigate what would be required for incorporation. As a Region, we have engaged professional advice and support to guide us through the process; Mitchell Charlesworth (the Region’s long standing auditors) for financial and business aspects, and Brabners LLP for the legal side. Please see updates of our progress, with the most recent at the top:
On the 19th March 2022, the Region held the first Annual General Meeting of Swim England North West Ltd.
On the 1st January 2022, the Region will become Swim England North West Ltd.
This will not affect how the Region provides support to your club or impact on you being able to attend any of our Regional courses/events or competitions.
Swim England North West Ltd have invited all the affiliated clubs to become a member of the company.
If clubs do not become a member, then they are unable to attend the Regional Annual General Meeting or vote on how the Region is managed.
If the Region decides to incorporate and become a company limited by guarantee, there will be some important changes to the way the region/company operates mainly because it will be subject to the Companies Act 2006. Swim England North West have published a post explaining Affiliation and Membership of the Company, compared to current affiliation and membership of the Region.
In the Swim England North West November 2020 newsletter, we reported that we had commenced work with our partners, Mitchell Charlesworth and Brabners LLP, to develop the constitution of the new company. Swim England North West Limited will be a company limited by guarantee.
The primary constitutional and legal document governing the company is the Articles of Association which defines the principles that the company is legally required to follow at all times; this has been approved by the regional management board for use by the company. In very simple terms, the Articles of Association specify the rules that the company officers and directors must implement when running the business.
Following approval at the ACM in September 2020, for the Region to take all necessary steps to investigate Incorporation we have been working with our Partners – Mitchell Charlesworth and Brabners LLP. We have identified the steps and the documentation that would be needed if the Region takes a decision to change its legal status from an ‘Unincorporated Association’ to an ‘Incorporated Company Limited by Guarantee’.
Work over the past few weeks has concentrated on developing the constitution of the new company. This has focused on developing the main constitutional document, the Articles of Association; this work is expected to continue for several more months. Following the completion of the Articles we will need to produce the Company Rules and Regulations which will help the company to operate effectively. To inform this task we have started a critical examination of the current Regional policies and procedures.
Currently Swim England North West is an unincorporated association as are the vast majority of clubs in the region. Following the incorporation of Swim England, which is now a company limited by guarantee with charitable status, Swim England North East changed their legal status to a company limited by guarantee last year. Following this all of the other SE regions are investigating whether they too should incorporate.