Constitution

Scaling Dam Sailing Club Constitution

1          OBJECTIVES

The objective of Scaling Dam Sailing Club (hereinafter referred to as the ‘Club’) is to provide facilities for and promote participation of the whole community in Approved Water Sports.  Whereas as of 1st April 2016 the Club has been de-registered as a Community Amateur Sports Club it will continue to offer Approved Water Sports to the community as if it still were.

2          INTERPRETATION

The following interpretations shall apply within this document –

‘Accounts’ means the true and accurate financial accounts for the Club.

‘Adult Member’ means a Member over the age of 18 on 1st March of the current year.

‘Affiliated Member’ means a person who is able to demonstrate either membership of a sailing club affiliated to the RYA or full membership of the RYA.

‘Approved Water Sports’ means those water sports detailed in the Byelaws which have been approved by Northumbrian Water Limited.

‘Associate Group Member’ means a member of a group which is granted membership of the Club by the Main Committee under specific terms and conditions (‘Associate Group Membership Terms’) determined by the Main Committee for that specific group, and the term ‘Associate Group Membership’ shall be construed accordingly.  Associate Group Membership Terms for a particular group, including payments due from Associate Group Members, may be amended by the Main Committee at any time.

‘Auditor’ means an appropriately qualified accountant appointed or reappointed by the Club at the Annual General Meeting.

‘Authorised Person’ is a person, as specified in the Byelaws, who has the authority to approve membership applications.

‘Boat Park Fee’ means the fee set by the Main Committee which Members shall pay to reserve a space in the boat park at the Club.

‘Byelaws’ means the Club Byelaws which govern the day-to-day activities of the Club save that, if there is any conflict between the interpretation of the Byelaws and the interpretation of the Constitution, then the terms of the Constitution shall prevail and measures shall be taken in due course to resolve said conflict

‘Club Development Work’ means work which improves, expands or increases Club Facilities, Club Premises or Club Property.  For the avoidance of doubt, Club Development Work specifically excludes work and activities directly associated with the day-to-day operation, maintenance or running of the Club.

‘Club Development Contribution’ means monetary contributions received from Members for the specific purpose of funding Club Development Work.  For the avoidance of doubt, Club Development Contribution shall not be used to finance any activity associated with the day-to-day operation, maintenance or running of the Club.

‘Club Facilities’ means those facilities provided by the Club at the Club Premises for the use of Members and other individuals to whom this document grants the necessary rights. These facilities may include the provision of sporting and related social facilities, sporting equipment, coaching and courses.

‘Club Premises’ means those premises leased to or owned by the Club.

‘Club Property’ means that property owned by the Club.

‘Craft’ means those craft specified in the Byelaws which Northumbrian Water Limited has granted the Club permission to use.

“Duty Officer” is a person appointed by the Main Committee who, at designated times, shall undertake the specific role and responsibilities defined in the Byelaws.

‘Dues’ means any other fee which the Main Committee shall, from time to time, require Members to pay in addition to any Membership Fee.

‘Entrance Fee’ means a fee which the Main Committee shall, from time to time, require Prospective Members to pay upon admission to the Club in addition to the relevant Membership Fee.  The Main Committee may, at its sole discretion, waive the Entrance Fee for former Members.

‘Financial Year’ means the accounting period for the Club.  Whilst the accounting period is normally of 12 calendar months duration, the Main Committee may, from time to time but only with just cause, re-align the future start date of a specific Financial Year providing that good accounting practices and legislative requirements are, at all times, observed.

‘General Meeting’ means either an Annual General Meeting (‘AGM’) or an Extraordinary General Meeting (‘EGM’).

‘Guest’ means a person who is the guest of a Member.  For the avoidance of doubt the Guest may be the relative of the Member

‘Guidelines’ – see interpretation of  “ ‘Standing Orders’, ‘Procedures’ and ‘Guidelines’ ”.

‘Host’ means the Member who invites a Guest onto Club Premises, remains with the Guest on Club Premises, and who is responsible for the safety and conduct of the Guest, the Guest’s compliance with relevant clauses with the Constitution and Byelaws, and for the settlement of all accounts incurred by the Guest at the Club.

‘Junior Member’ means a Member under the age of 16 on 1st March of the current year.A Junior Member must be supervised at all times by a responsible person

‘Main Committee’ means the group of people, elected by the Membership, which is responsible for the management of the Club.

‘Member’ means a member of the Club and the term ‘Membership’ shall be construed accordingly

‘Membership Fee’ means the amount set by the Main Committee which, unless exempted or discounted by the Main Committee, each class of Member shall be required to pay each year for membership of the Club.

‘Non-sailing Member’ means a Member over the age of 18 who participates or assists in the activities and running of the Club for the benefit of the Club or its Members, including but not limited to involvement in training, housekeeping and organisational activities, but is either unable, unwilling or does not have the desire to sail at the Club.

‘Preceding Financial Year’ means the Financial Year immediately preceding the current Financial Year.

‘Procedures’ – see interpretation of  “ ‘Standing Orders’, ‘Procedures’ and ‘Guidelines’ ”.

‘Prospective Member’ means a person who has applied to be a Member but who has not yet been granted Membership.

‘Register of Members’ means a register of Members names, postal addresses, contact telephone numbers, e-mail addresses and other relevant data held by the Membership Secretary and used solely in the day-to-day management of the Club.

‘Registered Community Amateur Sports Club’ means a Community Amateur Sports Club registered with HM Revenue & Customs.

‘Representative Role’ refers to a Main Committee post representing a particular group of Members within the Club.  The number of Representative Roles and the groups they represent shall be determined by the Main Committee and recorded in the Byelaws.

‘Responsible Person’ is an adult  who is, or is nominated by, the parent or guardian of a Junior Member and who remains on Club Premises with the Junior Member and is responsible for the actions, conduct and safety of the Junior Member whilst on Club Premises or whilst afloat at the Club. The Responsible Person must be either an Adult Member or an adult Guest.

‘RYA’ means the Royal Yachting Association.

‘Season’ means the sailing season decided by the Main Committee and notified to Members.

‘Standing Orders’, ‘Procedures’ and ‘Guidelines’ refer to a set of documents approved by the Main Committee which contain procedural, administrative and other information to assist with the running of the Club and which, because they may change with time (for example Officers Duties), are inappropriate to incorporate in the Constitution itself.  If there is any conflict between the interpretation of a Standing Order, Procedure or Guideline, and the interpretation of the Constitution or Byelaws, then the relevant Standing Order, Procedure or Guideline shall be amended in due course to resolve said conflict.

‘Temporary Member’ means a person who is granted temporary membership of the Club under specific terms and conditions (‘Temporary Membership Terms’) determined by the Main Committee and the term ‘Temporary Membership’ shall be construed accordingly.  Temporary Membership Terms, including payments due from Temporary Members and the duration of a Temporary Membership, may be amended by the Main Committee at any time.

‘Visitor’ means a person, other than a Member or Guest, who the Main Committee invites onto  Club Premises, either explicitly or by open invitation, to use Club Facilities and to participate in Club activities

‘Youth Member’ means a Member aged between 16 and 18 on 1st March of the current year.

3          MEMBERSHIP

3.1       Eligibility for membership of the Club

Membership of the Club is open to all members of the community without discrimination on the grounds of sex, age, disability, ethnicity, nationality, sexual orientation, religion or other beliefs.

For the avoidance of doubt, it is not a requirement that a Member or Prospective Member shall own a Craft.

3.2       Election of Members

A Prospective Member shall submit a completed membership application form together with the appropriate Membership Fee and, if applicable, the Entrance Fee to an Authorised Person who, in turn, shall forward the application and payments to the Membership Secretary without undue delay.

The Authorised Person has the authority to approve an application for membership at the time the application is submitted but does not have the authority to reject an application for membership.  If the Authorised Person is unable to approve an application for membership for whatever reason then he or she will refer the application for determination by the Membership Secretary.  Only if the Authorised Person approves the application shall the applicant be allowed to use the Club Facilities and then only until the application is either rejected by the Main Committee, or approved by either the Membership Secretary or the Main Committee.

The Membership Secretary has the authority to approve an application for membership but does not have the authority to reject an application for membership.  If the Membership Secretary is unable to approve an application for membership for whatever reason then he or she will refer the application for determination by the Main Committee by a simple majority decision.

The Main Committee may refuse membership only for good and sufficient cause such as conduct or character likely to bring the Club or sport into disrepute.  Appeal against the decision of the Main Committee to refuse membership may be made to the Club’s members at a General Meeting and decided by a majority vote of those Members present who are eligible to vote.

A Prospective Member shall become a Member immediately his membership application form is approved and the appropriate fees are paid.

In the event that an application for Membership is rejected any Membership Fee and Entrance Fee received by the Club shall be refunded.

The Main Committee shall, upon request, inform a Prospective Member of the reason for the rejection of an application.  In any eventuality the reason for the rejection shall be formally recorded in Club records in order to be able to demonstrate to any third party, including relevant authorities, full compliance with the terms of the Constitution and with relevant legislation.

The Main Committee may, from time to time, set an upper limit on the total number of Members according to available facilities, on a non-discriminatory basis.

In the event that a Prospective Member’s application is rejected solely for the reasons of limiting the number of Members, the name of the Prospective Member shall be placed on a waiting list and the application reviewed, on a non-discriminatory basis and in the strict order in which it was placed on the waiting list, as and when the number of Members falls to below the upper limit set by the Main Committee.

3.3       Membership Records and Communications with Members

Members shall ensure that their contact postal and e-mail addresses, as held by the Membership Secretary in the Register of Members, is up-to-date.

Where appropriate and permissible, notices and communications shall, for the purposes of speed and economy, be sent to Members by e-mail as the preferred method of communication.

Any notice or communication sent to a Member’s contact postal address shall be deemed to have been duly delivered 3 working days after the date of posting.  Any notice or communication sent to a Member’s e-mail address shall be deemed to have been duly delivered upon transmission.

Completion of a membership application form signifies that a Prospective Member agrees, upon becoming a Member, to abide by the Constitution and laws, and consents to the Club holding relevant personal data in accordance with prevailing legislation relating to the protection of data.

3.4       Resignation of Members

A Member may resign from the Club by informing the Membership Secretary in writing to that effect and thereupon the rights of that Member will cease.

3.5       Honorary Membership

In recognition of a Member’s exceptional contribution to the Club, the Main Committee may nominate that Member to be elected as an Honorary Member of the Club provided that the total number of Honorary Members does not exceed 5% of the total number of Adult Members.

For the avoidance of doubt it shall not be a requirement that the number of Honorary Members be reduced to below 5% of the total number of Adult Members if this threshold is breached solely due to a falling number of Members.

The election of an Honorary Member shall be put to the vote at the Annual General Meeting and the title and any additional privileges of Honorary Membership shall be conferred upon the Member if two thirds of the Members present who are entitled to vote, vote in favour of election.

3.6       Rights and Privileges of Members

Adult Members shall be allowed full use of all the Club Facilities and shall have the right to vote at General Meetings.

Youth Members shall be allowed full use of all the Club Facilities and shall have the right to vote at General Meetings.

Junior Members shall be allowed full use of all the Club Facilities but shall not have the right to vote at General Meetings. A Junior Member must be supervised at all times by a Responsible Person

Non-sailing Members shall be allowed full use of all the Club Facilities but shall not be allowed to sail at the Club and shall not have the right to vote at General Meetings.

Affiliated Members shall be allowed full use of all the Club Facilities, including the right to purchase and consume intoxicating liquor subject at all times to compliance with prevailing licensing legislation, but shall not have the right to vote at General Meetings.  For the avoidance of doubt an Affiliated Member shall have the right to launch their own Craft at the Club up to a maximum of 3 times per year subject to having valid insurance cover to the level required by the Insurance Clause.  For the further avoidance of doubt, an Affiliated Member is allowed to participate in racing at the Club but, other than when entering Club open events or open series, they will not be entitled to receive points towards racing series or allowed to claim any trophies or prizes

Associate Group Members shall have those rights and privileges as specified in the Associate Group Membership Terms, save that, in any eventuality, Associate Group Members shall not have the right to vote at General Meetings.

Temporary Members shall have those rights and privileges as specified in the Temporary Membership Terms, save that, in any eventuality, Temporary Members shall not have the right to vote at General Meetings.

Guests shall be allowed full use of all the Club Facilities but shall not be allowed to purchase intoxicating liquor on the premises and shall not have the right to vote at General Meetings.  For the avoidance of doubt a Guest has the right to consume intoxicating liquor on Club Premises where said intoxicating liquor has been purchased by the Host.  When introducing a Guest to the Club, the Host shall enter the name and address of the Guest together with the Member’s own name in the ‘Visitors Book’ at the Club.  A Member shall not introduce more than two Guests in any one day and the same Guest shall not be introduced on more than four occasions in any one year.  Guests may participate in water sport at the Club using their own Craft or a Craft owned by the Host subject to either Craft having, at all times, valid insurance cover to the level required by the Insurance Clause.

3.7       Payments to the Club

Fees and discounts for the forthcoming year shall be proposed by the Main Committee on a non-discriminatory and fair basis, and at levels which do not present a significant financial obstacle for Club Membership.  They shall come into effect when endorsed at a General Meeting by a simple majority vote of those Members present who are entitled to vote.

Members shall pay such sums which the Main Committee shall, from time to time, require to be paid to defray the Club’s subscription to the RYA as a Fully Affiliated Club.

The Main Committee shall waive the Membership Fee for Honorary Members and may, at its discretion, waive Dues and any other Fees due from Honorary Members.

The Main Committee may, at its discretion, waive all or part of the Membership Fee due from individuals or groups of individuals where said individuals or groups of individuals have made a Significant Beneficial Contribution to the Club either financially, in the form of monetary gifts or donations, or by any other means which the Main Committee considers relevant.  The Main Committee shall have absolute discretion to determine the criteria of what constitutes a Significant Beneficial Contribution to the Club.

 3.8       Money owing to the Club

A Member’s rights and privileges shall be suspended if any Fees or Dues remain unpaid 1 month after the date on which they became due, and shall be reinstated only when all Fees and Dues have been paid.

The Main Committee may take whatever action it deems appropriate to recover any Fees or Dues which remain unpaid 3 months after the date on which they became due.

Said actions may include

  1. Carefully moving the Member’s craft to another part of the Club Premises,
  2. Issuing 1 month’s written notice to the Member at the address shown in Club records that said craft is to be sold or disposed of forthwith,
  3. Using the proceeds from any sale to write-off the Fees and Dues owed to the Club, any balance being deposited in a bank deposit account until it, and any interest earned, is claimed by the Member,

subject to the proviso that if the money held in said deposit account is not claimed within 6 years of the sale of the craft, then it shall be transferred to the Club’s operating account and recorded as a donation.

If the condition of a craft is such that the proceeds from its sale are likely to be less than the Fees and Dues owed to the Club, the Main Committee will arrange for the disposal of the craft in a manner which is most cost-effective for the Club, and the full cost of disposal shall be added to the Fees and Dues owed to the Club.

3.9       Conditions of Membership and Conduct of Members

Members shall at all times comply with the Constitution and Byelaws, copies of which may be obtained from the Honorary Secretary.

Members shall ensure that their conduct, both within and outside the Club, cannot be deemed unworthy of a Member or in any way injurious to the interests or character of the Club or in any way to adversely affect other Members.

Members shall not knowingly remove, injure, destroy or damage any property of the Club and shall make restitution for the same if called upon to do so by the Main Committee.

Members shall not exhibit on Club notice boards or on Club Premises any form of communication which is likely to cause offence to any person viewing it.

The number of Junior Members supervised by a single Responsible Person shall only be limited to that number which the Responsible Person can reasonably expect to supervise safely taking full account of prevailing weather conditions and any other factors which may adversely impact upon the ability of the Responsible Person to discharge his or her responsibilities.

Members shall carry out, with due regard to their abilities or inabilities, any reasonable duties associated with the day-to-day running of the Club for which they are nominated by appropriate members of the Main Committee and Sub-Committees.

It is a condition of membership that, in respect of Fees and Dues owing to the Club, the Club has lien over a Member’s property, including craft, whilst said property is on Club Premises.

3.10       Disciplinary Action

Failure of a Member to observe any of the conditions laid out in the ‘Conditions of Membership and Conduct of Members’ Clause shall render that Member liable to disciplinary action by the Main Committee including possible expulsion from the Club.

In all cases where a Member is liable to disciplinary action the Member shall have the right and shall be given the opportunity to provide the Main Committee with an explanation, either verbally or in writing, regarding the Member’s alleged failure to observe the conditions of Membership.  The Member shall receive at least 7 days notice of the Main Committee meeting at which the matter of disciplinary action shall be discussed.

After considering all relevant facts and representations, the Main Committee shall determine within 7 days of its meeting what disciplinary action, if any, should be invoked.  The form and severity of any disciplinary action shall be at the sole discretion of the Main Committee but shall reflect both the degree to which the Member has failed to comply with the conditions of Membership and the number of occasions upon which the Member has failed to comply with the conditions of Membership.

The Main Committee may expel a Member only for good and sufficient cause such as conduct or character likely to bring the Club or sport into disrepute.  Appeal against the decision of the Main Committee to expel a Member may be made to the Club’s members at a General Meeting and decided by a majority vote of those Members present who are eligible to vote.

Without reference to the Main Committee or any other Member or Officers, two members of the Main Committee, may expel from the Club, either temporarily or permanently, an Affiliated Member or a Guest whose conduct or behaviour they consider is unsafe or offensive or potentially injurious to the interests of the Club.

4          INSURANCE, LIABILITY AND INDEMNITY

4.1       Insurance

All Craft entering Club Premises shall have valid Third Party Liability insurance cover to at least the value which the Main Committee shall, from time to time, determine is appropriate. The level of said insurance cover set by the Main Committee shall at all times meet or exceed any minima specified in the Club’s lease agreement.

By applying for or renewing membership of the Club, each Member or Prospective Member confirms compliance with Club requirements relating to Third Party Liability insurance cover of Craft which they may bring onto Club Premises during their period of Membership.

Before an Affiliated Member is allowed to bring a Craft onto Club Premises or launch a Craft at the Club, the Affiliated Member must provide the Duty Officer with a written declaration confirming that the Affiliated Member has no less Third Party Liability insurance cover than that specified by the Main Committee.

The Main Committee shall arrange what it considers to be appropriate levels of insurance cover for Club Premises and Club Property against appropriate risks including those of fire, theft and accidental damage.  The level of said insurance cover shall at all times meet or exceed any minima specified in the Club’s lease agreement.

The Main Committee shall also arrange what it considers to be appropriate levels of insurance cover for claims made against the Club for personal injury to third parties or damage to the property of third parties where such injury or damage is attributed to or was occasioned by the neglect, default, negligence, actions or omissions of the Club, the Officers, the Main Committee, Sub-Committees, servants of the Club or Members.  The level of said insurance cover shall at all times meet or exceed any minima specified in the Club’s lease agreement.

4.2       Limitation of Liability

Members, Guests and Visitors are deemed to have accepted the terms of this Limitation of Liability Clause, the essence of which shall be exhibited in a prominent place at the main entrance to the Club Premises.

Members, Guests and Visitors enter Club Premises, use Club Facilities, participate in Club activities, and use Club Property entirely at their own risk.

The Club will not accept any liability for any damage to or loss of property belonging to Members, Guests or Visitors.

The Club will not accept any liability for personal injury to a Member, Guest or Visitor arising from that person’s, entry onto Club Premises, use of Club Facilities, participation in Club activities, or use of Club Property, or arising from the entry onto Club Premises, use of Club Facilities, participation in Club activities, or use of Club Property by another Member, Guest or Visitor irrespective of whether or not such personal injury could have been attributed to or was occasioned by the neglect, default, negligence, actions or omissions of any one of the aforementioned or the Club, the Officers, the Main Committee, Sub-Committees, servants of the Club or Members.

4.3       Representation, Authority to Transact, and Indemnity

A member of the Main Committee, or a member of a Sub-Committee or an Officer, in transacting business for the Club, shall disclose to all relevant parties that he or she is so acting.

The Main Committee, or any person or Sub-Committee delegated by the Main Committee to act as agent for the Club or the Members, shall enter into a contract only as far as expressly authorised, or authorised by implication, by the Members.  Such authority shall be obtained by a simple majority vote at a General Meeting of those Members present who are eligible to vote.  For the avoidance of doubt, such authority shall explicitly state any limits, including those in respect of financial commitments and liabilities, which shall apply.  In the eventuality that no such limits of authority are specified then these limits shall be set to zero.

In pursuance of the authority vested in the Main Committee by the Members, members of the Main Committee are entitled to be indemnified by the Members against any liabilities properly incurred by them or any one of them on behalf of the Club wherever the contract is of a duly authorised nature or could be assumed to be of a duly authorised nature and entered into on behalf of the Club.

The limit of any individual Member’s indemnity in this respect shall be a sum equal to one year’s Membership Fee at the then current rate of that category of Membership unless the Main Committee has been authorised to exceed such limit by a General Meeting of the Club.

5          FINANCIAL

 5.1       Trustees of the Club

There shall be at least three Trustees, all of whom shall be Members.

The Main Committee will, from time to time and as necessary, nominate persons to act as Trustees.

The Honorary Secretary is hereby authorised to appoint, by deed within the meaning of Section 36 of the Trustee Act 1925, a person nominated by the Main Committee to act as Trustee.

The Main Committee shall, as soon as possible after a Trustee is appointed, take all lawful and practicable steps to procure the vesting of all Club Property into the names of the Trustees.

A Trustee shall hold office during his lifetime or until he or she resigns by serving written notice to the Main Committee, or until he or she is removed from office under a resolution passed by at least two-thirds of the Main Committee.

The duties of the Trustees shall be to hold all the property of the Club, including land and investments, in their own names so far as it is necessary and practicable, on trust for the use and benefit of the Club.

The Trustees shall in all respects act, in regard to any property of the Club held by them, in accordance with the directions of the Main Committee and shall have power to sell, lease, mortgage or pledge any club property so held for the purpose of raising or borrowing money for the benefit of the Club in compliance with the Main Committee’s directions (which shall be duly recorded in the minutes of the proceedings of the Main Committee) but no purchaser, lessee or mortgage shall be concerned to enquire whether any such direction has been given.

The Trustees shall be effectually indemnified by the Main Committee out of the assets of the Club from and against any liability, costs, expenses and payments whatsoever which may be properly incurred or made by them in the exercise of their duties or relation to any property of the Club vested in them, or in relation to any legal proceedings, or which otherwise relate directly or indirectly to the performance of the functions of a Trustee of the Club.

The liability of the Trustees for the performance of any contractual or other obligation undertaken by them on behalf of the Club shall be limited to the value of the Club’s realisable net assets.

5.2       Income and assets

The Club is non-profit making and any surplus income or gains shall, without exception, be reinvested in the Club or held in reserve for future use by the Club.

In all circumstances Club assets, whether in cash or kind, shall not be distributed to Members or to third parties save that the Club may make donations at any time to registered Charities or to other clubs which are Registered Community Amateur Sports Clubs.

5.3       Auditor and Audited Accounts

The Honorary Treasurer shall ensure that a summary income and expenditure statement for the Preceding Financial Year, together with a balance sheet for the same period, is prepared by an appropriately qualified person.  The Main Committee shall ensure that a copy of these documents, which may or may not have been audited, is sent to each Member at least 14 days before the Annual General Meeting.

The person charged with the task of preparing said documents has the right to inspect, at any reasonable time, any item of Club Property, books, records or communications upon which said documents are based, and shall report thereon to the Main Committee and others as the law may require.

The Auditor shall, when called upon to do so by the Main Committee or as required by law, audit the Accounts and issue a certificate of assurance as to the accuracy of the said Accounts.

The Auditor has the right to inspect, at any reasonable time, any item of Club Property, books, records or communications for the purpose of establishing the accuracy of said Accounts, and shall report thereon to the Main Committee and others as the law may require.

If the event that the Auditor is unwilling or unable to undertake his duties for whatever reason during the term of his appointment, the Main Committee may, at its sole discretion, discharge the current incumbent and appoint an appropriately qualified substitute for the period until the next Annual General Meeting.

5.4       Liquidation / Dissolution

In the event that the Club becomes financially non-viable or insolvent or is dissolved then the Club’s assets or proceeds from the sale of said assets and after the settlement of any debts shall not be paid to or distributed amongst the members of the Club. The Committee shall dispose of the net assets remaining to one or more of the following:

(i) to another club with similar sports purposes which is a charity and/or

(ii) to another club with similar sports purposes which is a registered Community Amateur Sports Club and / or

(iii) to the sport’s national governing body for use by them for related community sports.

The Club may only be dissolved by the passing of a dissolution resolution at a General Meeting.  Any such resolution shall require the support of at least two thirds of the total number of Members present who are entitled to vote.

5.5       Force Majeure

Club Members shall not be entitled to partial or full refunds of Boat Park Fees, Dues, Entrance Fees, Membership Fees or any other payments made to the Club if, for reasons beyond the reasonable control of the Club or the Main Committee, some or all normal Club activities have to temporarily or permanently suspended by the Main Committee.  The Main Committee shall, at all times, expend reasonable effort to reinstate all normal Club activities at the earliest opportunity.

6          MANAGEMENT OF THE CLUB

 6.1       Election of Officers

The Officers of the Club (hereinafter referred to as ‘the Officers’) shall consist of

Commodore

Vice Commodore

Rear Commodore

Honorary Secretary

Honorary Treasurer

Membership Secretary

Sailing Secretary

Social Secretary

Bar Secretary

Training Principal

Only Adult Members are eligible to become Officers.

Officers shall be elected at the Annual General Meeting and shall hold office from the conclusion of that meeting until the conclusion of the next Annual General Meeting.

An Officer shall be eligible for re-election subject to the provision that the Commodore, the Vice Commodore, the Rear Commodore, the Honorary Secretary and the Honorary Treasure may not hold the same position of Office for more than three years in any four consecutive years unless a special resolution is passed at a General Meeting to extend one, several or all of their terms of office by one year.  Any such resolution shall require the support of at least two thirds of the total number of Members present who are entitled to vote and, in any eventually, shall only be executed for those positions of office for which there is no candidate other than the present incumbent.  For the avoidance of doubt, in no circumstances shall the Commodore, the Vice Commodore, the Rear Commodore, the Honorary Secretary or the Honorary Treasure hold the same position of Office for more than four years in any five consecutive years.

A retiring Commodore shall have the right but not the obligation to serve as an ex officio member of the Main Committee in the year immediately following retirement from the office of Commodore.  In this eventuality the retiring Commodore shall take the office of Rear Commodore and there shall be no election for the office of Rear Commodore and no other candidates shall therefore be considered for that office.  For the avoidance of doubt a retiring Commodore shall be eligible to stand immediately for election to any other office on the Main Committee save that of Commodore.

A Member seeking election as an Officer shall submit to the Honorary Secretary at least 7 days before the Annual General Meeting, their own name together with the names of a proposer and seconder, both of whom shall be Adult Members, and the position of Office to which they seek election.  The Honorary Secretary must have received a confirmation of support from both the proposer and seconder either in person or in writing or by e-mail prior to the start of the Annual General Meeting.

If there are two or more candidates for the same position of Office then there shall be a ballot of those Members present at the Annual General Meeting who are eligible to vote and the successful candidate shall be determined by a simple majority vote.

In the event that a position of Office becomes vacant for whatever reason, the Main Committee shall elect one of its members to fill the post.  The resultant vacancy on the Main Committee shall be filled by co-option.

6.2       Officers’ Duties

The duties of the Officers are as specified in Standing Orders.

6.3       Election of Main Committee Members

Membership of the Main Committee is as specified in the Byelaws.

Only Members are eligible to become Main Committee members.

Main Committee members shall be elected at the Annual General Meeting and shall remain members of the Main Committee from the conclusion of that meeting until the conclusion of the next Annual General Meeting.

Only retiring members of the Main Committee, who may offer themselves for re-election, and other Members who are willing to be nominated for election and whose nominations have been proposed and seconded by two other Members, shall be eligible to stand as candidates for election to the Main Committee.

Candidates seeking election to the Main Committee shall submit to the Honorary Secretary prior to the start of the Annual General Meeting, their own name together with, where necessary, the names of their proposer and seconder, and the Representative Role, if any, to which they seek election.

If there are two or more candidates for any Representative Role on the Main Committee, then there shall be a ballot of those Members present at the Annual General Meeting who are eligible to vote and the successful candidate for each Representative Roles shall be determined by a simple majority vote.  Candidates for Representative Roles on the Main Committee who are not elected to a Representative Role shall be automatically entered as candidates for election as ordinary members of the Main Committee.

If there are more candidates for election as ordinary members of the Main Committee than there are places available, then a ballot of those Members present at the Annual General Meeting who are eligible to vote shall determine the successful candidates.  The form of the ballot shall be by progressive elimination, with each Member eligible to vote having as many votes as there are vacancies for ordinary members on the Main Committee.  The candidate receiving the least number of votes shall withdraw from the election process and the voting repeated until the number of candidates remaining is equal to the number of ordinary member places available on the Main Committee at which point the remaining candidates are deemed to have been duly elected to those positions.  In the event that two or more candidates receive the same number of votes such that it is not possible to determine who should withdraw from the election process, then a separate vote shall take place involving only those candidates to determine who should withdraw, save that if the outcome is still not determined after this separate vote, then the outcome shall be determined by those candidates drawing lots.

6.4       Co-option of Main Committee members

In the event that no nominations are received for one or more of the Representative Roles on the Main Committee, then the Role will remain unfilled and the Main Committee, at its discretion and at a later date, may co-opt Members, who are not Officers but who may be ordinary members of the Main Committee, to fill any such vacant Representative Role.

If for any reason a vacancy exists or occurs on the Main Committee, the Main Committee may, at its discretion, co-opt a Member to fill any such vacancy until the following Annual General Meeting, save that the total number of co-opted members on the Main Committee shall be limited to three in number however, for the avoidance of doubt, if an ordinary member of the Main Committee is co-opted into a Representative Role on the Main Committee then this co-option shall not count towards said limit.

 

6.5       Main Committee Responsibilities

The Main Committee is responsible for the management and day-to-day running of the Club, for authorising expenditure, for implementing insurance cover, for invoking disciplinary action against Members, and generally for ensuring full compliance with the Constitution and Byelaws, and with all legislative requirements including those relating to the supply and consumption of intoxicating liquor on Club Premises, to data protection, to disability discrimination and to child protection.

The Main Committee may, from time to time and at its sole discretion, create new Byelaws, or amend or delete existing Byelaws, subject to the provision that the Byelaws shall be, at all times, commensurate with the terms of the Constitution and the Objectives of the Club.

The Main Committee may, from time to time and at its sole discretion, introduce new Standing Orders, or amend or delete existing Standing Orders, subject to the provision that the Standing orders shall be, at all times, commensurate with the terms of the Constitution and Byelaws, and the Objectives of the Club.

The Main Committee may appoint Sub-Committees as it deems necessary and may delegate powers to said Sub-Committees including the authority to incur expenditure for purposes and up to amounts pre-specified by the Main Committee, but excluding matters relating to disciplinary action against Members.

The Main Committee shall appoint Members to undertake support rolls specified in the Byelaws.

The Main Committee is responsible for specifying and, from time to time, amending any additional privileges, including fee discounts, enjoyed by Honorary Members.

The Main Committee shall decide upon any Membership application referred from the Membership Secretary by a show of hands with the result determined on a simple majority, the chairman of the Main Committee having the casting vote in the event of a tie.

The Main Committee shall review suggestions and complaints received by the Honorary Secretary relating to Club Facilities, Club Premises, Club Property, Club activities or the management of the Club and shall instigate improvements or remedial actions as it considers necessary.

The Main Committee shall take such actions as may be required to allow the Club to be registered as a Royal Yachting Association Affiliated Club.

6.6       Main Committee Meetings

The Main Committee shall meet regularly and at least ten times per year.

Main Committee meetings shall be chaired by the Commodore or, in the absence of the Commodore, the Vice-Commodore or, in the absence of both the Commodore and Vice Commodore, a Committee Member elected by those Committee Members present at the meeting.

The quorum for Main Committee business under the ‘Disciplinary Action’ Clause and under the ‘Co-option of Main Committee members’ Clause shall be two thirds of the Main Committee members.

The quorum for Main Committee business other than business covered under the ‘Disciplinary Action’ Clause or the ‘Co-option of Main Committee members’ Clause shall be 50% of the Main Committee members.

In the event of their being a hung vote on any proposal being considered by the Main Committee, the chairman of the Main Committee shall have the casting vote.

6.7       Sub-Committees and Sub-Committee Meetings

Sub-Committee means a sub-committee appointed by the Main Committee.

Only Members are eligible to become Sub-Committee members.

There shall be at least one Main Committee member on each Sub-Committee.

The Main Committee shall approve the appointment of each Sub-Committee chairman though the Sub-Committee chairman may or may not be a Main Committee member.

The Main Committee may co-opt Members to serve on Sub-Committees.

Sub-Committees shall report back to the Main Committee in a form and at a frequency specified by the Main Committee and detailed in a Standing Order.

A Sub-Committee shall only incur or commit to expenditure within limits specified by the Main Committee.  If the Main Committee does not specify any such limits then the limits default to zero.

The quorum for a Sub-Committee meeting shall be 3 Sub-Committee members.

In the event of their being a hung vote on any proposal being considered by a Sub-Committee, the chairman of the Sub-Committee shall have the casting vote.

The Main Committee may at any time and without notice disband a Sub-Committee in its entirety or replace individual Sub-Committee members as it deems appropriate.

6.8       Suggestions, Complaints and Dispute Resolution

Suggestions or complaints from Members, including those relating to Club Facilities, Club Premises, Club Property, or the activities or management of the Club, or the interpretation or implementation of the Constitution, Byelaws, Procedures or Standing Orders, shall be addressed the Honorary Secretary for consideration by the Main Committee at the earliest opportunity.

In the event that the Main Committee is unable or unwilling to address a complaint from a Member to the satisfaction of that Member, the Main Committee and the Member shall agree a mechanism by which the matter shall be resolved.  If the Main Committee and the Member cannot agree said mechanism, or if the mechanism, when implemented, fails to resolve the matter, the RYA shall be asked to propose a mediator to assist the two parties reach agreement without recourse to legal proceedings in the Civil Court.  At this stage both parties will give a commitment, with appropriate guarantees, that they are each willing and able to cover the full costs and expenses of the mediator.   If the parties accept the mediator’s recommendations then the mediator’s costs and expenses shall be split between the parties as the mediator considers appropriate.  If the parties fail to reach agreement with the assistance of the mediator then either party may refer the matter for resolution in the English Civil Court.  The Civil Court shall be asked to rule on both the matter in dispute and the apportioning of costs and expenses incurred throughout the entire dispute resolution process.

7          GENERAL MEETINGS

7.1       General Meetings

The Commodore or, if absent, the Vice Commodore shall act as chairman of the General Meeting.

The quorum for a General Meeting shall be 10% of the total number of Members who are eligible to vote.

In the event that the quorum for a General Meeting is not established, the General Meeting shall be rescheduled.

The voting rights of Members at General Meeting are detailed in the Rights and Privileges of Members Clause.

Voting at General Meetings, except for the election of members of the Main Committee, shall be by show of hands.

Voting at General Meetings for the election of members of the Main Committee shall also be by show of hands unless at least one Member present and eligible to vote requests a secret ballot.

Any resolution, other than one which proposes an amendment to the Constitution shall be determined at a General Meeting by a simple majority vote of those Members present who are eligible to vote, with the chairman of the meeting having a casting vote in the event of an equal number of votes for and against the resolution.

The passing of any resolution at a General Meeting which proposes a change to the Constitution shall require the support of at least two thirds of the total number of Members present who are entitled to vote.

7.2       Annual General Meeting

The Annual General Meeting shall be held on a date specified by the Main Committee.

If the Annual General Meeting is rescheduled the existing Committee shall remain in office until the Annual General Meeting takes place.

The Honorary Secretary shall, at least 14 days before the Annual General Meeting, send a notice to all Members specifying the date, time and venue for the meeting and an agenda setting out the business to be discussed.

No business, other than the approval of Accounts, receiving of reports, election of Officers and Main Committee members, appointment of the Auditor and any other business as the Main Committee, or any Member having provided the Honorary Secretary with 28 days written notice prior to the meeting, may place upon the agenda of the meeting, shall be discussed and voted upon at the Annual General Meeting.

The Accounts shall be closed on a date specified by the Main Committee and the Honorary Treasurer shall, at least 14 days before the Annual General Meeting, post a copy of the Accounts, subject to audit, for the Preceding Financial Year on the Club notice board.  The Honorary Treasurer shall submit the Statement of Accounts to the Annual General Meeting and any approval of those accounts by the Annual General Meeting shall be subject to audit.

7.3       Extraordinary General Meetings

The Main Committee may at any time, subject to providing the required minimum notice, call an Extraordinary General Meeting on a date of its choosing.

An Extraordinary General Meeting may also be called if at least 10% of the total Members collectively submits to the Honorary Secretary a written request for such a meeting together with details of the specific item or items of business to be discussed and decided upon at the meeting.  The Honorary Secretary shall, subject to providing the required minimum notice, arrange for said meeting to be held within 28 days of receiving the meeting request.

At least 14 days before an Extraordinary General Meeting the Honorary Secretary shall send a notice to all Members specifying the date, time and venue for the meeting and setting out the business to be discussed.  No other business other than that stated in the notice shall be raised, discussed or decided upon at the meeting.

17-8-2016