ULLSWATER YACHT CLUB LIMITED
1. The name of the Club ("the Club") is Ullswater Yacht Club Limited and the burgee of the Club is a golden winged horse upon a blue ground.
2. The registered office of the Club will be situated in England and Wales.
3. The objects (“the Objects”) for which the Club is established are to promote and facilitate the sport of sailing, both racing and cruising, on Ullswater compatible with the preservation of the natural beauty and serenity of the area. The Club shall have the following powers exercisable in furtherance of the Objects but not otherwise, namely:
3.1 to purchase, take on lease, or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain and alter buildings or erections;
3.2 to sell, let or mortgage, dispose of or turn to account all or any of the property or assets of the Club;
3.3 to purchase or otherwise acquire boats, equipment necessary or desirable for the purposes of a sailing club, other plant, machinery and equipment, furniture, fixtures, fittings and all other effects of every description and to apply for registration of any patents, rights, copyrights, licences and the like;
3.4 to borrow or raise money on such terms and on such security as may be thought fit with such consents as are required by law;
3.5 to take and accept any gift of money, property or other assets whether subject to any special trust or not;
3.6 to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts;
3.7 to invest the moneys of the Club not immediately required for its purposes in or upon such investments, securities or property as may be thought fit subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law;
3.8 to engage and pay any person or persons whether on a full‑time or part‑time basis or whether as consultant or employee to supervise, organise, carry on the work of and advise the Club and to make any reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees or former employees and their wives, husbands and other dependants;
3.9 to amalgamate with any other community amateur sports club for the sport of sailing;
3.10 to pay out of funds of the Club the costs, charges and expenses of and incidental to the formation and registration of the Club; and
3.11 to do all such other lawful things as shall further the attainment of the objects of the Club or any of them.
4. The income and property of the Club shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to the members of the Club. No member (“a Committee Member”) of the management committee (“the Committee”) of the Club shall be appointed to any office of the Club paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Club Provided that nothing in this document shall prevent any payment in good faith by the Club:
4.1 of the usual professional charges for business done by any Committee Member who is a solicitor, accountant or other person engaged in a profession, or by any partner of his/hers, when instructed by the Club to act in a professional capacity on its behalf Provided that at no time shall a majority of the Committee benefit under this provision and that a Committee Member shall withdraw from any meeting at which his/her appointment or remuneration, or that of his/her partner, is under discussion;
4.2 of reasonable and proper remuneration for any services rendered to the Club by any member, officer or servant of the Club who is not a Committee Member;
4.3 of interest on money lent by any member of the Club or Committee Member at a reasonable and proper rate per annum not exceeding the published base lending rate of a clearing bank to be selected by the Committee;
4.4 of fees, remuneration or other benefits in money or money’s worth to any company of which a Committee Member may also be a member holding not more than 1/100th part of the issued share capital of that company;
4.5 of reasonable and proper rent for premises demised or let by any member of the Club or a Committee Member;
4.6 to any Committee Member of reasonable out-of-pocket expenses.
5. The liability of the members is limited.
6. Every member of the Club undertakes to contribute to the assets of the Club, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Club contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding £5.00.
7. If the Club is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property, it shall not be paid to or distributed among the members of the Club, but shall be given or transferred to another body or bodies having community amateur sports club status or to a registered charity (in each case having objects similar to the Objects and which prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Club by clause 4 above) or to the Royal Yachting Association (in its capacity as the governing body of the Club), the donee or transferee to be chosen by the members of the Club in general meeting at or before the time of winding up or dissolution.
We, the persons whose names and addresses are written below, wish to be formed into a Club under this memorandum of association.
Signatures, Names and Addresses of Subscribers
Mr John Donald Hayton Robson
Pine Lodge
Cliburn
Penrith
Cumbria CA10 3AR
Land agent
Witness to Signature:
Mr Leslie Young Davis
101 Scalegate Road
Carlisle
Cumbria
CA2 4PR
Retired Shipmaster
Mr James Wilson
Lowe Close Farm
Caldwell
Richmond
North Yorkshire DL11 7UN
Retired chemist
Witness to Signature:
Mr Stephen Reay
The Wessex
Hamilton Court
Stockton-on-Tees
Consultant
Dated: 15 July 2006
THE COMPANIES ACT 1985
PRIVATE CLUB LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
ULLSWATER YACHT CLUB LIMITED
Interpretation
1.1 Unless the context otherwise requires, in these articles:
"the Act" means the Companies Act 1985 including any statutory modification or re‑enactment thereof for the time being in force;
“adult” means a person aged 18 years or over;
"these articles" means these articles of association of the Club;
"clear days" means in relation to the period of a notice the period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“Club” means Ullswater Yacht Club Limited;
“Committee” means the management committee of the Club;
“Committee Member” means a member of the management committee of the Club (each member being for the purposes of the Act a director of the Club);
"executed" includes any mode of execution;
"the memorandum" means the memorandum of association of the Club;
"the office" means the registered office of the Club;
"the seal" means the common seal of the Club if it has one;
"the United Kingdom" means Great Britain and Northern Ireland; and
references to persons shall include companies, partnerships and other legal entities; words importing the masculine gender only shall include the feminine and neuter genders; and the singular number shall include the plural number and vice versa.
1.2 Subject as aforesaid, words or expressions contained in these articles shall, unless the context requires otherwise, bear the same meaning as in the Act, but excluding any statutory modification thereof not in force when these articles become binding on the Club.
Members
2. Membership of the Club shall be open to anyone interested in the sport of sailing, regardless of sex, race, ethnicity, age, sexual orientation or religious or other beliefs.
3. The subscribers to the memorandum and such other persons as are admitted to membership in accordance with these articles shall be the members of the Club. Every person who wishes to become a member shall deliver to the Club first an application for membership in such form as the Committee require to be executed by him/her and secondly his/her entrance fee and first annual subscription.
4. A member may at any time withdraw from the Club by giving at least seven clear days' notice to the Club. Membership shall not be transferable and shall cease on death.
5. The Club has the following categories of membership:
5.1 a full member: being an adult and who shall have one vote at meetings of the members;
5.2 a family member: to include one or two parents or guardians and their children under 18. Each family member shall have one vote (exercisable by either parent or guardian) at meetings of the members;
5.3 a student member: being an adult in full time education and who shall have no vote at meetings of the members. Written evidence of eligibility to the satisfaction of the Committee shall be submitted to the Honorary Membership Secretary (new members);
5.4 a junior member: being aged 14, 15, 16 or 17 and the child of a full member or under the care of a full member designated in writing by his/her parents as being in loco parentis. A junior member shall have no vote at meetings of the members;
5.5 a cadet member: being under the age of 14 and the child of a full member, or under the care of a full member designated in writing by his/her parents as being in loco parentis. A cadet member shall have no vote at meetings of the members;
5.6 an honorary member: being appointed under article 82 and who shall have no vote. The number of persons admitted as honorary members shall not exceed five per cent of the total number of full members and family members;
5.7 an associate member: being an adult who has been a member of the Club for at least six years but who is unable to attend the Club regularly. All associate memberships will be reviewed annually by the Committee. An associate member may visit the Club a maximum of five times during the calendar year and may only crew in a full member’s boat but and may as part of his/her membership privileges use all the facilities of the Club (except for camping and bringing a boat to the Club and which must be paid for at the usual visitor rates). An associate member shall have no vote at meetings of the members and may not bring a guest to the Club;
5.8 a crewing member: his/her application for membership must be sponsored by a boat–owning member. A crewing member has no vote at meetings of the Club, may not bring a boat or a guest to the Club and may only hold this category of membership for one year.
Boat and Tender Fees
6. Full, family, student, junior, cadet and honorary members shall each be entitled to keep one boat only, of an adopted class, and tender where required, on the Club‘s premises, in relation to which boat and tender fees shall be payable within 14 days of the Club’s invoice therefor by full, family and student members. The classes of boats which shall be adopted shall be determined in the Club’s byelaws. Members may bring further boats on to the Club’s premises only as permitted in those byelaws.
7. The rate of entrance fees and annual subscriptions for each category of membership, boat and tender fees and all other annual and seasonal fees and charges payable by members shall be as proposed by the Committee to the members at each annual general meeting and approved by simple majority resolution of the members and shall become operative on 1 November in the same year. Entrance fees, annual subscriptions and other fees and charges shall be displayed in the Club’s premises.
8. All members shall pay the entrance fee and their first annual subscription as provided for in article 3 and shall pay their second and subsequent annual subscriptions and fees in two equal instalments on 1 November and 1 April. A member elected after 1 August shall pay one half of the annual subscription. A member elected after 1 October in any year shall not be required to pay any subscription in respect of the year of election, but shall pay, upon election, the first instalment of the annual subscription in respect of the year following election.
9. Entrance fees and annual subscriptions are non-returnable and non-refundable.
10. Any member who has not paid his/her first instalment by 1 December or the second instalment by 1 May or any other monies due and payable by him/her to the Club within 30 days of the due date shall be requested in the name of the Committee to pay the same within 14 days and if the amount due is not paid by the end of such 14 day period, the member’s membership shall (unless otherwise resolved by the Committee) immediately cease and the Committee may remove the member’s name from the register of members. No member shall in any calendar year be entitled to exercise any rights or privileges of membership until the first instalment of fees and subscriptions has been paid. Payment of the second instalment shall entitle a member to the rights and privileges of membership for the remainder of the calendar year. Upon removal of the member’s name from the register of members, the former member shall immediately remove his/her boat and any other property from the Club.
In order for Ullswater Yacht Club (An Unincorporated Association) (“UYC”) to obtain permission from its landlord for the assignment to the Club of the lease (“the Lease”) entered into on 4th February 1994 by UYC for its moorings and launch areas, James Wilson, Judith Heyworth and William Powton (together “the Guarantors”) are to covenant with the landlord that, if the Club fails to pay the rent or any other sum due to the landlord under the Lease, then they will pay to the landlord on demand (“a Demand”) that rent or other sum. The total liability of the Guarantors under a Demand (taking into account any previous payment or payments to the landlord by the Guarantors or any of them pursuant to Demands) is however limited to the annual rent reserved by the Lease at the date of the Demand which is then being made.
Those members (regardless of class) who at the time of the relevant Demand have a club mooring therefore agree with the Guarantors and the Club (as trustee for the Guarantors) jointly and severally to indemnify and keep each of the Guarantors fully and effectively indemnified against all liability which they or any of them may from time to time sustain or incur under that Demand.
11. Previous members wishing to rejoin within five years of ceasing to be a member shall not be required to pay a further entrance fee but must pay an administration fee.
12. An adult member converting during a year of membership from one category of membership to another shall pay any additional entrance fee, except where he/she has been a member for at least two years.
13. Each member shall furnish one of the Honorary Membership Secretaries with an up-to-date address which shall be recorded in the Club’s register of members.
14. Every candidate for membership shall be proposed by a full or family member of the Club and seconded by a Committee Member. Candidates for membership shall not be entitled to exercise any rights or privileges of membership.
15. Upon receipt of an application for membership, the Honorary Membership Secretary (new members) shall enter such application in the Club’s register of candidates and shall cause the applicant’s name and address to be displayed in the Club’s premises for at least two days before the meeting of the Committee at which such application for membership is to be considered. The election of all classes of members other than honorary members is vested in the Committee and shall be by simple majority of those present and voting at the relevant meting of the Committee.
16. The Honorary Membership Secretary (new members) shall inform each candidate in writing of his/her election or non-election and shall furnish an elected candidate with a copy of the memorandum, of these articles and the byelaws of the Club and request payment of such entrance, subscription and other fees as shall be required to be paid by the member.
17. A member who for any reason expects to be unable to use the Club or its facilities for the whole of any one year may at the absolute discretion of the Committee be excused payment of their annual subscription and other annual fees provided that notice in writing is given to the Honorary Membership Secretary (existing members) before 30 November in the previous year. A member wishing to be reinstated during the year in question shall pay such portion of the annual subscription as the Committee shall require.
18. Every member undertakes to comply with the memorandum, these articles and the byelaws of the Club. Any failure, refusal or neglect to do so, or any conduct which in the opinion of the Committee is either unworthy of a member or otherwise injurious to the interests of the Club, shall render a member liable to expulsion by the Committee or to such lesser sanction deemed appropriate by the Committee. The sanctions available to the Committee may be a verbal reprimand by the chairman of the disciplinary hearing, a first or a final written warning or such period of suspension from use of the rights and privileges of membership as the Committee may deem appropriate.
No Committee Member may sit on the Committee in any disciplinary hearing in which he/she is personally involved.
Before proceeding against a member, the Committee shall give the member an opportunity either to explain his/her conduct, including calling witnesses, or to resign.
A person who brings a charge of misconduct against a member shall substantiate that charge at the disciplinary hearing. A resolution to discipline a member shall be carried by a simple majority vote of those Committee Members who are present and vote on the resolution.
19. A member shall not knowingly remove, injure, destroy or damage any property of the Club. The Committee may require a member to make good any such damage whether caused knowingly or unknowingly.
20. Notices shall not be exhibited on the Club’s notice boards or premises without the permission of the Club’s manager or an Officer of the Club.
21. Complaints relating to the management of the Club’s premises shall be addressed in writing to the Honorary Secretary. Under no circumstances shall an employee or servant of the Club be reprimanded by a member.
Guests
22. Members are not permitted to bring the same guest or guests to the Club on more than three occasions during the calendar year without the permission of the Honorary Secretary.
23. Members should not be accompanied continually by different guests without the permission of the Honorary Secretary.
24. A guest is not permitted to visit the Club on more than three occasions during the calendar year, even as a spectator, whether introduced by the same member or not.
25. Each day’s visit is to be construed as a separate visit.
26. Each member introducing a guest is responsible for ensuring that the visitors’ book is completed and for ensuring that his/her guest complies with these articles and the Club’s byelaws.
27. A guest may not bring any craft to the Club.
28. A member of a Club recognised by the Royal Yachting Association may be allowed to visit the Club on application to the Committee on payment of the relevant sailing charge.
29. The Committee may at its discretion permit groups of persons from recognised bodies to visit the Club and may permit such groups to keep a boat or boats at the Club on payment of the relevant fee and subject to such conditions as they may decide. The number of persons admitted under article 28 and this article 29 shall not exceed five percent of the total number of full members and such persons may not visit the Club on more than 14 days in any one calendar year.
30. Members of yacht clubs or other associations affiliated to or recognised by the
Royal Yachting Association may visit the Club on days when open meetings or regattas organised by or through the Royal Yachting Association or other recognised organisations are held in order to practice for and to take part in such events, provided that they shall sign an entry form for the event in the form required by the rules appertaining to the conduct of racing.
31. Persons may visit the Club on days when open meetings or regattas organised by the Club are held in order to practice for and to take part in such events, provided that they shall sign an entry form for the event in the form required by the rules appertaining to the conduct of racing.
32. Persons who have purchased tickets may visit the Club for any social event organised by and for the benefit of the Club and held at the Club’s premises. The number of persons admitted to the Club’s premises under this article shall not however at any time exceed 50. The number of such events held in any calendar year shall not exceed 12. The Honorary Secretary or any other person who has received the authority of two members of the Committee may expel, temporarily or permanently, any person who has the right to use the Club premises under this article or under articles 28, 29, 30 or 31.
33. This article and article 34 below shall be exhibited within the Club’s premises. Members, their guests and visitors use the Club’s premises and any other facilities of the Club entirely at their own risk and agree that:
33.1 the Club does not accept any liability for any damage to or loss of property belonging to members, their guests or visitors;
33.2 the Club does not accept any liability for personal injury or death arising out of the use of the Club’s premises or any other facilities of the Club either sustained by members, their guests or visitors or caused by such members, their guests or visitors;
33.3 at all times parents and guardians have sole responsibility for their children and wards.
34. Noting in article 33 limits the Club’s liability for death or person injury resulting from its own or that of its employees’, agents’ or sub-contractors’ negligence.
General Meetings
35. The Club shall in September of each calendar year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it. Not more than 15 months shall elapse between the date of one annual general meeting of the Club and that of the next. The annual general meeting in each year shall be held at such time at the Club’s premises as the Committee shall determine. All general meetings other than annual general meetings shall be called extraordinary general meetings.
36. The Committee may call general meetings and, on the requisition of at least 12 members entitled to vote at meetings of the members, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient Committee Members to call a general meeting, any Committee Member or any member of the Club may call a general meeting.
37. The members shall appoint the reporting accountants or (as the use may be) auditors of the Club at each annual general meeting.
Notice of General Meetings
38. An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a Committee Member shall be called by at least 21 clear days' notice. All other extraordinary general meetings shall be called by at least 14 clear days' notice but a general meeting may be called by shorter notice if it is so agreed:
38.1 in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and
38.2 in the case of any other meeting, by a majority in number of the members having a right to attend and vote being a majority together holding not less than 95 per cent of the total voting rights at a meeting of all the members.
The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.
The notice shall be given to all the members (regardless of whether they are entitled to vote at general meetings of the members) and to the auditors/reporting accountants of the Club.
39. The accidental omission to give notice of a meeting to, or the non‑receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
Proceedings at General Meetings
40. No business shall be transacted at any meeting of the members unless a quorum is present. Twenty five persons (for which purpose a family member shall count as one person) present in person and entitled to vote upon the business to be transacted shall be a quorum. Members who are not entitled to vote may nevertheless attend meetings of the members.
41. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time as the Committee may determine. If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting the meeting shall be dissolved.
42. The President or, in his/her absence, the Commodore or, in his/her absence, the Vice Commodore or, in his/her absence some other Committee Member nominated by the Committee shall preside as chairman of the meeting, but if none of them shall be present within 15 minutes after the time appointed for holding the meeting and willing to act, the Committee Members present shall elect one of their number to be chairman and, if there is only one Committee Member present and willing to act, he shall be chairman.
43. If no Committee Member is willing to act as chairman, or if no Committee Member is present within 15 minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.
44. The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 14 days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
45. Subject to article 66, a resolution put to the vote of a meeting shall be decided on a show of hands.
46. A declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
47. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he/she may have.
Votes of Members
48. The voting rights of each category of member are as set out in article 5 and those rights may be exercised on a vote taken (as the case maybe) on a show of hands or by ballot.
49. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
50. Members may not appoint proxies to attend or vote on their behalf at meetings of the members.
President and Honorary Vice Commodores
51. The President of the Club is Mr D Burgoyne, but at the date of incorporation of the Club it does not have any Honorary Vice Commodores. The President and the Honorary Vice Commodores hold office for life but will cease to hold such office in the circumstances set out in article 68. Any required appointment of a President and the appointment of Honorary Vice Commodores shall be dealt with at an annual general meeting of the members of the Club.
52. The President and the Honorary Vice Commodores of the Club shall be entitled to receive notice of and to attend meetings of the Committee but are not Committee Members and may not vote at meetings of the Committee.
Committee
53. The Committee shall consist of:
53.1 the following officers (“Officers”):
Commodore
Vice Commodore
Honorary Secretary
Honorary Treasurer
Honorary Membership Secretary (new members)
Honorary Membership Secretary (existing members)
Honorary Sailing Secretary
Water Safety Officer
Site Safety Officer;
53.2 one adult member appointed by those members whose boats are part of the cruiser fleet, provided that if at the time of the appointment such fleet comprises more than 60 craft then a second adult member may also be so appointed;
53.3 one adult member appointed by those members whose boats are part of the hunter fleet, provided that if at the time of the appointment such fleet comprises more than 60 craft then a second adult member may also be so appointed
53.4 one adult member appointed by those members whose boats are part of the tempest fleet, provided that if at the time of the appointment such fleet comprises more than 60 craft then a second adult member may also be so appointed;
53.5 one adult member appointed by those members whose boats are part of the dinghy fleet, provided that if at the time of the appointment such fleet comprises more than 60 craft then a second adult member may also be so appointed;
53.6 one adult female member appointed by the female full members and the family members of the Club;
53.7 one adult member appointed by the full members and the family members of the Club to represent the interests of the junior members and the cadet members.
No person may be appointed as a Committee Member unless he/she is a full member or a family member.
54. The first Officers are:
Commondore: Mr JDH Robson
Vice Commodore: position vacant
Honorary Secretary: Mr J Wilson
Honorary Treasurer: Mrs K Adams
Honorary Membership
Secretary (new members): Mrs M Coates
Honorary Membership
Secretary (existing members): Dr J F Miles
Honorary Sailing Secretary: Mr D Sykes
Water Safety Officer: Mr D Findlay
Site Safety Officer: Mr J W Easterby
55. The first other Committee Members are:
Mr A Davies and Mr P S T Dawson (cruiser fleet representatives)
position vacant (hunter fleet representative)
Mr M D F Egan (tempest fleet representative)
Mr D Lyons and Mr S King (dinghy fleet representatives)
Mrs R Bairstow (female representative)
Mrs K Finn (junior and cadet member representative)
56. The principal duties of the Honorary Secretary shall be to:
56.1 keep a register of members’ names and addresses;
56.2 conduct the correspondence of the Club and have custody of all club documents;
56.3 convene and keep minutes of all meetings of the Committee and of the Club;
56.4 administer such insurance policies as may be needed to protect the interests of the Club, the Committee and the members;
56.5 maintain contact with the Club’s legal adviser to ensure that the Club’s affairs are managed in accordance with all legal requirements from time to time.
57. The principal duties of the Honorary Treasurer shall be to:
57.1 keep such accounts as are necessary to give a true and fair view of the finances of the club;
57.2 prepare an annual balance sheet and income and expenditure statement as at 31st December in each year and (if required by law) to cause them to be audited and shall send a copy to each member of the Club with the notice of annual general meeting.
58. The principal duties of the Honorary Membership Secretaries shall be to:
58.1 update the register of members’ names and addresses;
58.2 collect annual fees, subscriptions and other monies from time to time due from members;
58.3 convene the moorings’ sub-committee;
58.4 administer applications for membership and make recommendations thereon to the Committee.
59. Officers and other Committee Members shall not be entitled to appoint alternates to receive notice of meetings of the Committee or of meetings of sub-committees of the Committee or to attend or vote at any such meeting.
Powers of the Committee
60. Subject to the provisions of the Act, the memorandum and these articles and to any directions given by special resolution, the activities and business of the Club shall be managed by the Committee who may exercise all the powers of the Club. No alteration of the memorandum or these articles and no such direction shall invalidate any prior act of the Committee which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this article shall not be limited by any special power given to the Committee by these articles and a meeting of the Committee at which a quorum is present may exercise all powers exercisable by the Committee.
Delegation of the Committee’s Powers
61. The Committee may delegate any of its powers to any sub-committee of the Committee consisting of one or more Committee Members or other persons. They may also delegate to any non-Committee Member such of their powers as they consider desirable to be exercised by him/her. Any such delegation may be made subject to any conditions which the Committee may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered at any time. Subject to any such conditions, the proceedings of a sub-committee with two or more members shall be governed by those articles which regulate the proceedings of the Committee so far as they are capable of applying. Officers may attend all meetings of sub-committees of the Committee.
Appointment of Committee Members
62. Each Officer and each other Committee Member shall be appointed at the annual general meeting of the Club and (once appointed) shall hold office from 1 January to 31 December of the following year.
63. The Commodore, Vice Commodore, cruiser fleet representative, hunter fleet representative, tempest fleet representative, dinghy fleet representative and the female representative may not serve in that position for more than three consecutive years.
64. No person other than an existing Committee Member shall be appointed as a Committee Member at any general meeting unless:
64.1 he is recommended by the Committee; or
64.2 not less than 28 nor more than 42 clear days before the date appointed for the meeting, notice executed by a member entitled to vote at the meeting has been given to the Club of the intention to propose that person for appointment stating the particulars which would, if he/she were so appointed, be required to be included in the Club's register of Committee Members together with notice executed by that person of his/her willingness to be appointed.
65. There shall be enclosed with the notice of the annual general meeting notice of any person (other than an existing Committee Member) who is recommended by the Committee Members for appointment as a Committee Member at the meeting or in respect of whom notice has been duly given to the Club of the intention to propose him/her at the meeting for appointment as a Committee Member. The notice shall give the particulars of that person which would, if he/she were so appointed, be required to be included in the Club's register of Committee Members.
66. The following shall apply in the case of the appointment of each Officer and each other Committee Member:
66.1 if at the meeting the members resolve not to fill the relevant position, then such position shall not be filled for the following year;
66.2 subject to article 66.1, if there is one candidate only for the relevant position, such candidate shall be deemed to be appointed to that position unless a resolution for the appointment is put to the meeting and lost, in which case such position shall not be filled for the following year save pursuant to a resolution passed under article 67;
66.3 subject to article 66.1, if there is more than one candidate for the relevant position, the appointment shall be determined by ballot and in the event of an equality in votes the appointment shall be determined by lot.
67. Subject as aforesaid, the Club may by ordinary resolution appoint a person who is willing to act to be a Committee Member to fill a vacancy
Disqualification and Removal of Committee Members
68. The office of a Committee Member shall be vacated if:
68.1 he/she ceased to be a full member or family member of the Club;
68.2 he/she ceases to be a Committee Member by virtue of any provision of the Act or he/she becomes prohibited by law from being a Committee Member;
68.3 he/she becomes bankrupt or makes any arrangement or composition with his/her creditors generally;
68.4 he/she is, or may be, suffering from mental disorder and either:
68.4.1 he/she is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984; or
68.4.2 an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his/her detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his/her property or affairs;
68.5 he/she resigns his/her office by notice to the Club;
68.6 he/she shall for more than six consecutive months have been absent without permission of the Committee from meetings of the Committee held during that period and the Committee resolves that his/her office be vacated; or
68.7 he/she is removed from office by ordinary resolution of the Club. For the avoidance of doubt the right to remove a Committee Member pursuant to this article 68.7 shall be in addition to the right conferred by Section 303 of the Act.
Committee Members' Expenses
69. The Committee Members may be paid all travelling and other expenses properly incurred by them in connection with the discharge of their duties, but excluding travelling and other expenses incurred in connection with attending meetings of the Committee or of sub-committees of the Committee.
Committee Members' Interests
70. Subject to the provisions of the Act and provided that he/she has disclosed to the Committee the nature and extent of any material interest of his/hers, a Committee Member notwithstanding his/her office:
70.1 may be a party to, or otherwise be interested in, any transaction or arrangement with the Club or in which the Club is otherwise interested;
70.2 may be a Committee Member or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Club or in which the Club is otherwise interested;
70.3 shall not, by reason of his/her office, be accountable to the Club for any benefit which he/she derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit; and
70.4 may not vote on any matter in which he/she is interested but may be included for the purpose of a quorum at any meeting at which the same is considered.
71. For the purposes of article 70 above:
71.1 a general notice given to the Committee that a Committee Member is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Committee Member has an interest in any such transaction of the nature and extent so specified; and
71.2 an interest of which a Committee Member has no knowledge and of which it is unreasonable to expect him/her to have knowledge shall not be treated as an interest of his/hers.
Proceedings of the Committee
72. Subject to the provisions of these articles, the Committee may regulate its proceedings as it thinks fit. A Committee Member may call a meeting of the Committee and which shall meet at least every two months. It shall not be necessary to give notice of a meeting to a Committee Member who is absent from the United Kingdom. Questions arising at a meeting shall be decided on a show of hands by a majority of votes, except where the resolution relates to the disciplining of a member in which case it shall be by ballot. In the case of an equality of votes, the chairman shall have a second or casting vote.
73. The quorum for the transaction of the business of the Committee shall be one half of the then current number of Committee Members.
74. The continuing Committee Members may act notwithstanding any vacancies in their number, but, if the number of Committee Members is less than the number fixed as the quorum, the continuing Committee Members may act only for the purpose of calling a general meeting of the members.
75. The Commodore or, in his/her absence, the Vice Commodore or, in his/her absence, such Committee Member who is appointed by the Committee Members present at the meeting shall preside as chairman at the meeting of the Committee.
76. All acts done by a meeting of the Committee, or of a sub-committee of the Committee, or by a person acting as a Committee Member shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Committee Member or that any of them was disqualified from holding office, or had vacated office, or was not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Committee Member and had been entitled to vote.
77. A resolution in writing signed by all the Committee Members entitled to receive notice of a meeting of the Committee or of a sub-committee of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee or (as the case may be) a sub-committee of Committee duly convened and held and may consist of several documents in the like form each signed by one or more Committee Members.
78. The Committee may co-opt any full or family member until the next annual general meeting, but such co-opted member shall not thereby become a Committee Member or be entitled to vote at meetings of the Committee.
79. The Committee may make such byelaws as it shall from time to time think fit as to the management of the Club and the Club’s premises and shall exhibit them in the Club’s premises for 14 days before the date of implementation. Such byelaws shall remain in force until amended or repealed by the Committee or set aside by a vote at a general meeting of the members of the Club.
80. A member of the Committee or of a sub-committee of the Committee, in
transacting business for the Club, shall disclose to third parties that he/she is so acting.
81. The Committee, or any person or sub-committee delegated by the Committee to act as agent for the Club, shall enter into contracts only so far as expressly or by implication authorized to do so.
82. The Committee may nominate for election at an annual general meeting such honorary members as it may think fit. Such honorary members shall be duly elected for life if two thirds of those present and entitled to vote at the annual general meeting vote in favour of their election.
The Sailing Sub-Committee
83. The sailing sub-committee shall be comprised of the Captains and Vice Captains of the adopted classes, together with the Sailing Secretary. The Commodore, Vice Commodore and the Safety Officer shall be ex-officio members of that sub-committee. The Sailing Secretary shall convene all meetings of that sub-committee. Meetings shall be chaired by the Sailing Secretary or, in his/her absence a person elected by those present. Minutes shall be kept and shall be reported to the Committee by the Sailing Secretary and published in the Club’s premises.
Class Captains and Vice Captains shall be appointed by a majority vote of those members of the adopted class present at a meeting convened for such purpose. At least 14 days’ notice convening such meetings shall be given to the relevant members.
The sailing sub-committee is responsible for all sailing and racing matters and the organisation of all open and class race meetings within an annual budget set by the Committee.
Minutes
84. The Committee shall cause minutes to be made in books kept for the purpose:
84.1 of all appointments of Committee Members; and
84.2 of all proceedings at meetings of the Club, and of the Committee, and of sub-committees of the Committee, including the names of the persons present at each such meeting.
Execution of Documents
85. The seal (if any) of the Club shall only be used by the authority of the Committee or of a sub-committee of the Committee authorised by the Committee. The Committee may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by two Committee Members.
86. Any document signed by two Committee Members and expressed (in whatever form of words) to be executed by the Club has the same effect as if executed under the seal of the Club. A document shall only be so signed with the authority of a resolution of the Committee or a sub-committee of the Committee.
Accounts
87. No member shall (as such) have any right of inspecting any accounting records or other book or document of the Club except as conferred by statute or authorised by the Committee or by ordinary resolution of the Club.
Notices
88. Any notice to be given to or by any person pursuant to these articles shall be in writing except that a notice calling a meeting of the Committee or of a sub-committee need not be in writing.
89. The Club may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his/her registered address or by leaving it at that address. A member whose registered address is not within the United Kingdom and who gives to the Club an address within the United Kingdom at which notices may be given to him/her shall be entitled to have notices given to him/her at that address, but otherwise no such member shall be entitled to receive any notice from the Club.
90. A member present in person at any meeting of the Club shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
91. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
Indemnity
92. Subject to the provisions of the Act and to article 93 but without prejudice to any indemnity to which a Committee Member may otherwise be entitled, every Committee Member shall be indemnified out of the assets of the Club against any liability incurred by him/her in defending any proceedings, whether civil or criminal, in which judgement is given in his/her favour or in which he/she is acquitted or in connection with any application in which relief is granted to him/her by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Club.
93. The indemnity the subject of article 92 shall be limited to the Committee Member’s then current annual subscription, save were a higher level of indemnity has been approved by the members of the Club in general meeting.
Signatures, Names and Addresses of Subscribers
Mr John Donald Hayton Robson
Pine Lodge
Cliburn
Penrith
Cumbria CA10 3AR
Land agent
Witness to Signature:
Mr John Robert Lyons
10 Church Street
Station Town
Wingate
TS28 5DN
Chartered Accountant
Mr James Wilson
Lowe Close Farm
Caldwell
Richmond
North Yorkshire DL11 7UN
Retired chemist
Witness to Signature:
Mr David Clarke
Pretoria House
Hilton
Co. Durham
Team Leader Environment Agency
Dated: 21 July 2006