The Club Constitution

CONSTITUTION OF TAURANGA YACHT AND POWER BOAT CLUB (INC)

Certified to be a true copy of the
Constitution and Rules of the TAURANGA
YACHT AND POWER BOAT CLUB (INC)
adopted at a Special General Meeting of
the Club on 22nd June 2004.
M D M Batchelor
Honorary Solicitor
I Constitution

1. INTERPRETATION AND DEFINITIONS

1.1 In this Constitution unless the context otherwise requires:

"Club" Means the incorporated society constituted by this
instrument.

"Clubhouse" Means and includes any buildings from time to time
occupied by the Club and their immediate environs including
associated buildings, facilities, parking and general
recreation areas.

"Constitution" Means this Constitution of the Club as amended from time
to time.

"Division" means one or other of the Divisions of the Club declared by
the General Committee under clause 11.1 of this
Constitution.

"financial member" means a member of the Club whose entrance fee, current
annual membership fees and any other sums due to the
Club have been paid. It also includes life members and
perpetual members.

"major transaction" means any transaction in which the liability of the Club may
exceed such amount as is from time to time fixed by the
General Committee under clause 8.3.

"member" means a person who is entered in the register of members
under clause 15.g.ii. of this Constitution.

"writing" and "written" includes facsimile and e-mail transmissions.

1.2 Words importing the singular number also include the plural number and vice versa
and words importing one gender include other genders.

2. NAME

2.1 The name of the Club shall be Tauranga Yacht and Power Boat Club
Incorporated.

3. REGISTERED OFFICE AND PLACE OF BUSINESS

3.1 The registered office and place of business of the Club shall be at the Tauranga
Yacht & Power Boat Club, Keith Allen Drive, Sulphur Point, Tauranga, or at such
other place as the General Committee may from time to time resolve.

4. OBJECTS

4.1 The objects of the Club are:
a. the encouragement and practice of sailing including racing and
recreational sailing.

b. the instruction and training of persons of all ages in the skills and
practices of sailing including all aspects of safe sailing and water safety
generally.

C. to create opportunities for all participants to reach high levels of skills
and performance.

d. to encourage and develop participation in all aspects of the club's
activities.

e. to generate appreciation and respect of the marine and coastal
environment and other natural resources of New Zealand.

f. to encourage and assist members in national and international
competition.

g. to participate and assist members in national and international
competition.

h. to maintain and protect the interests of the P Class yacht as a
cornerstone of New Zealand sailing and to administer the rules relating
to the design, instruction, sailing and racing of that class of yacht.

i. to support any charity or appeal approved by the General Committee
and to undertake and execute any trusts which may seem to the Club
conducive to any of its objects.

to affiliate with any other society, club, association or federation
whether incorporated or not the objects of which are wholly or in part
similar to or consistent with those of the Club and otherwise to cooperate
with any such body.

k. to establish, promote and administer codes of behaviour applicable to
members.

I. to organise and manage local, provincial, national and international
competition events in which participants may compete for trophies and
prizes other than monetary prizes.

m. to make rules directed to the attainment of any of the above objects.
(Whole of Clause 4 : Amendment Special GM 30.3.11)

5. POWERS

5.1 To further the above objects, the Club shall have power:

a. To build, purchase, lease, exchange, hire or otherwise acquire any real and
personal property, rights and privileges which the Club may think appropriate
for the purposes of the Club and, in particular, to provide and maintain any
grid, skid or slipway, berths or anchorages, wharfs, jetties, launching ramp or
other related facilities and to sell or exchange such above described assets
with power to erect, alter, re-furbish and pull down buildings and again
rebuild.

b. To borrow or raise and give security for money required for the purposes of
the Club by mortgage or charge upon all or any part of the property of the
Club with or without security and upon such terms as to priority or otherwise
as the Club may think fit.

c. To invest and deal with the funds of the Club not immediately required upon
such securities and in such manner as may from time to time be determined
by the General Committee.

d. To sell, improve, manage, develop, lease, mortgage, dispose of land and
buildings and/or existing Club premises, turn to account or otherwise deal
with the whole or any part of the property or undertaking of the Club for any
consideration the Club may see fit to accept.

e. To hire, engage, instruct, retain and employ persons considered necessary
for the purposes of the Club and to pay them and other persons in return for
services rendered to the Club, salaries, wages, allowances, gratuities, fees or
other reward.

f. To apply for, obtain, renew and keep in force licences as may be required
under the Sale of Liquor Act 1989 and under the Gaming and Lotteries Act
1997 or any statutes to the same or similar effect.

g. To do all other lawful things incidental to any of the above objects.

h. To employ the funds of the Club for the best interests of the Club as
determined from time to time in accordance with this Constitution.

5.2 In the interpretation of clauses 4.1 and 5.1, the meaning of any of the Club's objects
or powers shall not be restricted by the reference to any other objects or powers or
by the juxtaposition of two or more objects or powers and in the event of any
ambiguity, this clause shall be construed in such a way as to widen and not to restrict
the objects and powers of the Club.

5.3 The funds and property of the Club shall be devoted solely to the objects specified in
clause 4.1 and no pecuniary gain shall be derived by any member of the Club from
the operations or property of the Club, except as an employee or officer in receipt of
a salary or honorarium. A member may undertake and be paid for work contracted
for by the General Committee or the Executive Committee or the Club.

6. CLUB YEARS

6.1 Financial Year

a. The Club financial year shall run from 1 May in each year until 30 April in the
following year and the Club's annual financial accounts shall cover the same
period.

b. At the beginning of each financial year and at such other times as the General
Committee decides, the General Committee shall fix a sum denoting a major
transaction for the purposes of clause 8.3c.

6.2 Membership Year

The Club membership year shall run from 1 September in each year until 31 August
in the following year.


7. STRUCTURE OF THE CLUB

7.1 There shall be a General Committee having overall responsibility for the good order
and governance of the Club in accordance with this Constitution and the wishes of
the members as from time to time expressed in resolutions of general meetings of
the Club or the Divisions.

7.2 There shall be an Executive Committee having responsibility for the day to day
administration of the Club and reporting to the General Committee.

7.3 The Club shall be organised in such Divisions of members with similar interests as
the General Committee may from time to time decide to establish.

7.4 There shall be a Race Committee as provided in clause 12.

8. GENERAL COMMITTEE

8.1 The General Committee shall consist of the following:

- Flag Officers
- Treasurer
- Division Chairpersons
- Clubhouse Captain
- Assistant Clubhouse Captain
- 3 other financial members ("Ordinary Committee Members")

8.2 The General Committee may from time to time as it sees fit co-opt other financial
members of the Club for indefinite or fixed periods of time.

8.3 The General Committee shall have the following powers and functions:

a. Supervision and review of the Executive Committee, the Race Committee,
and of all Divisions, Division Committees and sub-committees, and all other
committees, activities and employees of the Club.

b. Resolution of matters referred to it under any provision of this Constitution
including applications for membership.

c. Financial supervision and control of the affairs of the Club but the General
Committee shall not commit the Club to a major transaction without approval
by a resolution passed by a majority of 2/3 of the members of the Club
present in person and voting at a general meeting of the Club.

d. To make recommendations as to classes of membership and the membership
fees applicable to classes of membership.

e. Appointment of a chartered accountant or other suitably qualified person to be
the Treasurer of the Club upon such terms as the General Committee sees fit.

f. To ensure that procedures for awarding of life membership have been
properly followed and to recommend the award to a general meeting of the
Club.

g. To consider any recommendation of a Disciplinary Committee under clause
22 for suspension or expulsion of a member or for payment by a member of a
fine or sum of money by way of recompense for loss or damage to Club
property. The General Committee may decline, confirm or vary such
recommendation and subject to clause 23, its decision shall be final.

h. Employment of a Club Manager (who may also be the Club Secretary) upon
such terms and conditions as the General Committee sees fit.

i. On the recommendation of the Club Manager or other responsible officers to
make rules governing the use of the Clubhouse and the conduct of members
whilst attending there or in the vicinity.

j. From time to time as it sees fit, to appoint members to fill vacancies among
the Club Officers (except Flag Officer) on the General Committee or on the
Executive Committee, or as additional members on the Executive Committee.

k. All such other powers and functions not contrary to this Constitution as the
General Committee may in its discretion consider requisite for the
achievement of the objects of the Club and for the benefit and purposes of the
Club.

l. At the discretion of the committee, to appoint a Club Secretary, a Club Auditor
and a Club Solicitor.

8.4 Rules made by the General Committee under clause 8.3h. shall be prominently
displayed in the Clubhouse.

9. EXECUTIVE COMMITTEE

9.1 The Executive Committee shall consist of the following:
a. Flag Officers.
MDB-123497-13-13-V1 :sp
I Constitution
b.
c.
d.
11
Treasurer
Club Manager.
Any other members appointed by the General Committee under clause 8.3j.
or co-opted under clause 9.5.
9.2 The Executive Committee shall have and exercise on a day to day basis control and
management of the Club and its affairs and shall have the following powers and
functions subject to the supervision of the General Committee:
a. Financial management of the Club and supervision of Divisions.
b. Asset management.
c. Staff employment (except Club Manager).
d. Health and safety issues.
e. Discipline of members.
f. Preparation of an annual financial plan and annual financial accounts,
proposals for annual fees and membership fees and presentation to the
General Committee for approval and recommendation to the annual meeting
of the Club.
g. All such other powers and functions as are required for the purpose of
carrying out its responsibilities of day to day management or as may be
delegated to it by the General Committee.
9.3 The Executive Committee shall not incur expenditure exceeding such amount as the
General Committee shall from time to time approve notwithstanding that any such
expenditure may have been provided for in an approved annual financial plan or
budget.
9.4 The Executive Committee shall hear and decide any dispute relating to the operation
of the Club (excluding yacht racing protests). The Executive Committee's decision
shall be final unless the Executive Committee at the request of a party to the dispute
refers the matter to the General Committee in which case the General Committee's
decision shall be final.
9.5 The Executive Committee may at its discretion from time to time co-opt additional
permanent or temporary members and fill vacancies in its membership.
MDB-123497-13-13-V1 :sp
I Constitution 12
10. PROVISIONS RELATING TO GENERAL COMMITTEE AND EXECUTIVE
COMMITTEE
10.1 Proceedings
a. The General Committee and the Executive Committee may, subject to this
Constitution, conduct their business as they see fit.
b. The General Committee shall meet not less than 11 times in each financial
year of the Club and at other times as necessary for the conduct of its
business.
c. The Executive Committee shall meet as necessary for the conduct of its
business.
d. A meeting of the General Committee shall be convened by the Club Secretary
within 3 days after receipt of a requisition signed by at least 3 members of the
General Committee or upon request by the Executive Committee or a Division
Committee.
e. Each member of the General Committee and each member of the Executive
Committee shall have 1 vote at meetings of such committees.
f. In the absence of unanimity, every question to be decided at meetings of the
General Committee or the Executive Committee shall be decided by a
majority of votes of committee members present.
g. The Commodore shall be the chairperson of the General Committee and of
the Executive Committee and shall have a deliberative vote and a casting
vote at meetings of each of these Committees.
h. The General Committee and the Executive Committee may create and
disband sub-committees of their members as they see fit and may co-opt
other financial members of the Club to such sub-committees.
10.2 Quorum
a. The quorum for a meeting of the General Committee shall be a Flag Officer
and not less than 5 other members of the Committee present throughout the
meeting.
b. The quorum for a meeting of the Executive Committee shall be a Flag Officer
and not less than 2 members of the committee present throughout the
meeting.
MDB-123497-13-13-V1:sp
I Constitution
10.3 Vacancies
13
a. Any member of the General Committee or of the Executive Committee
(including Flag Officers) shall be deemed to have vacated office if such
member is removed from office by a resolution of the General Committee to
the effect that such member's membership of the General Committee is not in
the best interest of the Club, such resolution to be passed by a 3/4 majority of
the whole committee or by a resolution of a general meeting of the Club
convened for that purpose, or if such member:
i. Is absent from 4 consecutive meetings without leave of the relevant
committee.
ii. Resigns office by written notice.
iii. Dies.
iv. Ceases to be a financial member of the Club.
b. Vacancies on the General Committee shall be filled by appointment by the
General Committee and the appointee shall hold office for the balance of the
term of the member vacating. It shall not be necessary for the appointment to
be ratified by the Club.
10.4 Indemnity
In the event that any General Committee or Executive Committee member acting
with due authority incurs any personal liability on behalf of the Club that member
shall be indemnified by the Club.
11. DIVISIONS
11.1 Divisions Declared by General Committee
The Club shall have such Divisions as are declared from time to time by the General
Committee.
11.2 Division Chairperson and Committees
a. Division Chairpersons and Division Committees shall be elected annually by
their respective Divisions as provided in clause 11.3 of this Constitution.
b. Each Division:
MDB-123497-13-13-V1 :sp
I Constitution
i.
ii.
14
Shall have a Division Committee to administer the affairs of that
Division and, subject to this Constitution, the Division Committees may
conduct their business as they see fit.
May decide the number of members of the Division Committee.
c. The Flag Officers and the Treasurer shall be ex officio members of the
Division Committees and sub-committees and entitled to attend and address
all meetings of such committees and sub-committees.
d. Division Committees may fill vacancies, appoint sub-committees and
chairpersons of such sub-committees or co-opt further members as they see
fit.
e. In the event that a representative of the Division is not appointed under
clause 11.3a., a Division Committee may do so.
11.3 Division General Meeting
a. Each Division shall hold a general meeting in each year before the annual
meeting of the Club to elect the Division Chairperson and committees who
shall take office immediately after the following annual meeting of the Club
and to appoint a member of the Race Committee.
b. Only financial members of the Club shall be eligible for election as Division
Chairpersons or as members of a Division Committee or sub-committee.
11.4 Dissolution of Division Committee
a. Where it appears to the General Committee that a Division Committee is not
functioning properly or is otherwise not proceeding in the best interests of the
Club, such Division Committee may be dissolved by a resolution of the
General Committee moved by the Commodore and seconded by the ViceCommodore
passed by a 2/3 majority of the members of the General
Committee present at the meeting.
b. Upon the passing of such resolution, the chairperson of the Division
concerned shall be deemed to have resigned from that position and as a
member of the General Committee.
c. The Commodore shall immediately assume responsibility for the
administration of the affairs of the Division and as soon as reasonably
MDB-123497-13-13-V1 :sp
I Constitution 15
practicable shall convene a general meeting of the Division for the purpose of
electing a new chairperson and Division Committee.
d. The previous chairperson of the Division shall be eligible for re-election.
MDB-123497-13-13-V1 :sp
IConstitution
12. RACE COMMITTEE
12.1 A Race Committee shall be appointed annually.
16
12.2 The Race Committee shall consist of a chairperson appointed by the General
Committee and a representative of each Division appointed under clause 11.2e. or
11.3a. as the case may be. (Amendment AGM 24.6.08)
12.3 Subject to the General Committee's powers under clause 8.3, the Race Committee
shall be responsible for the efficient and timely conduct of racing. It may delegate as
it sees fit to Division Committees and sub-committees.
12.4 The functions of the Race Committee shall include (but without limitation) the
following:
a. Production and distribution amongst members of an annual events calendar.
b. Preparation and publication of Notices of Races and Sailing Instructions as
required by Yachting New Zealand rules.
c. Race management including fixing and receipt of entry fees, provision of
tower and patrol boat personnel.
d. Recording, collating and publishing race results.
e. Organisation of post-race functions including prize-giving.
12.5 The General Committee may appoint members to the Race Committee either
additional to those appointed above or to fill vacancies as it sees fit.
12.6 The Race Committee shall be responsible to the General Committee but otherwise
shall conduct its proceedings as it sees fit and may co-opt additional members
from time to time. (Amendment AGM 24.6.08.)
13. MEMBERSHIP
13.1 Applications for membership
a. Applications for membership shall be made to the Club Manager in writing
signed by the applicant. The application shall specify the class of
membership applied for and otherwise shall be in such form as the General
Committee from time to time prescribes including a declaration by the
applicant that he or she will abide by the Constitution and rules of the Club.
The applicant shall also consent to the Club holding and using the information
MDB-123497-13-13-V1 :sp
I Constitution 17
contained in the application form in accordance with the Privacy 1993 Act for
the purposes of the Club and the sport of yachting generally.
b. Applications for membership shall be proposed and seconded by 2 financial
members each having not less than 6 months membership.
c. The entrance fee and the appropriate annual membership fee must
accompany every application before it may be considered by the General
Committee. In the event of the application being declined, the entrance and
membership fees shall be refunded.
d. The name of the applicant, together with the names of his or her proposer
and seconder, shall be posted on the Club's notice board not less than 2
weeks prior to the General Committee meeting at which the application is to
be considered.
e. Following approval of membership by the General Committee, the Club
Manager shall enter the new member in the membership register. The new
member shall immediately upon being entered in the membership register
become bound by this Constitution and the rules of the Club.
f. Every new member shall be immediately notified by the Club Manager when
their application has been accepted.
g. A decision by the General Committee to approve or not to approve an
application for membership shall be final.
13.2 Classes of Membership
Members shall hold one of the following classes of membership:
Life
Perpetual
Ordinary
Family
MDB-123497-13-13-V1 :sp
Corporate
Junior
Senior Citizen
Social
(Amendment AGM 24/6/08.)
IConstitution 18
Honorary
Any other as determined from time to time by the Club in general meeting.
13.3 Life Membership
The following provisions apply to Life Membership:
a. Upon the recommendation of the General Committee, life membership of the
Club may be conferred by a resolution passed at a general meeting of the
Club by a 3/4 majority of the members present and voting.
b. Life members shall be entitled to all privileges of the Club.
c. At the discretion of the General Committee, life members may be charged an
annual levy imposed by Yachting New Zealand in respect of their
membership.
13.4 Perpetual Membership
The following provisions apply to Perpetual Membership:
a. Members holding perpetual membership are entitled to all privileges of the
Club and to retain such status but no further memberships of this nature shall
be created without the approval of a resolution of the Club at a general
meeting.
b. At the discretion of the General Committee, perpetual members may be
charged an annual levy imposed by Yachting New Zealand in respect of their
membership.
13.5 Ordinary Membership
a. Ordinary membership may be granted by the General Committee to any
person upon application under clause 13.1.
b. Ordinary members who are financial members may participate in all activities
of the Club.
13.6 Family Membership
a. Family Membership may be granted in accordance with clause 13.1 and this
clause by the General Committee where it is satisfied that the application is
made on behalf of a bona fide family group. Family Membership may be
withdrawn by the General Committee at any time for sufficient cause.
MDB-123497-13-13-V1:sp
I Constitution
b.
c.
d.
19
Family Membership shall not include children who are not otherwise eligible
for junior membership.
Except as provided in sub-paragraph d., Family Membership shall entitle each
person in the relevant family group to the benefits of financial membership
and each such person shall be bound by this Constitution and the rules of the
Club.
At a general meeting of the Club or a Division, not more than 2 votes may be
exercised on behalf of a family membership in accordance with clause
17.3.d.iii.
13.7 Corporate Membership (Amendment AGM 24/6/08)
(a) Corporate membership may be granted by the General Committee to
any company or other corporate body upon application under clause
13.1. Corporate membership may be withdrawn at any time for
sufficient cause.
(b) Directors or other principal officers but not exceeding 3 in number, may
participate in all activities of the Club as if they held ordinary
membership and each such director or principal officer shall be bound
by the Constitution and the Rules of the Club.
(c) The corporate member shall advise the Club as to the identity of those
persons entitled to the benefit of such corporate membership and shall
immediately advise any appropriate changes.
(d) At a general meeting of the Club or a Division only 1 vote may be
exercised on behalf of a corporate member in accordance with clause
17.3(d) (iv).
(e) Notwithstanding clause 20 the annual membership fees for corporate
memberships shall be set by the General Committee in each case.
MDB-123497-13-13-V1 :sp
IConstitution
13.8 Junior Membership
20
Junior membership may be granted in accordance with clause 13.1. Only persons
under 19 years of age on 1 May in the year of application or bona fide students up to
21 years of age or older at the discretion of the General Committee shall be eligible
for junior membership. Junior members shall not vote at any general meeting of the
Club or a Division.
13.9 Senior Citizen Membership
Senior Citizen membership may be granted to any member of the Club who, having
attained the age of 65 years and confirming this with the Club Manager, shall pay an
annual membership fee to be fixed at the annual meeting of the Club. In the case of
family membership, the reduced annual membership fee will apply where the person
in whose name the family membership is held attains the age of 65 years.
13.10 Social Membership
a. The General Committee may grant social membership upon application under
clause 13.1.
b. Social members may take part in any activity of the Club except racing or any
other activity governed by Yachting New Zealand rules.
c. Social members shall not be eligible for election as officers of the Club.
d. Social members shall not vote at any general meeting of the Club or a
Division.
13.11 Honorary Members
Financial members may introduce visitors and, on application to the Executive
Committee, such visitors may be made honorary members for a period not exceeding
1 month. The period of honorary membership may be extended by the Executive
Committee from time to time. The granting of honorary membership shall be
reported to the next General Committee meeting. Honorary members will not be
entitled to hold any elected office or to nominate other persons for membership or to
vote at any general meeting of the Club or of a Division.
13.12 Visitors
a. Subject to such rules as may from time to time apply, financial members may
introduce occasional visitors. Every visitor shall be the guest of and at all
times whilst on the Club's premises shall be accompanied by the introducing
MDB-123497-13-13-V1:sp
I Constitution 21
member. No person shall be introduced as a visitor who has been refused
membership or expelled from membership of the Club or any affiliated club.
b. All persons visiting the Club under this clause must sign the Club's visitor's
book immediately upon entering the Clubhouse.
13.13 Discretion of General Committee
a. The General Committee shall have an absolute discretion regarding the
granting of any class of membership and need not give reasons for declining
any application.
b. The General Committee may recommend that an applicant apply under a
different class of membership.
c. The decision of the General Committee on any application shall be final.
13.14 Leave of Absence
Leave of absence may be granted by the General Committee to any financial
member upon written request giving reasons. Leave of absence will excuse the
member from payment of annual fees but leave of absence shall not be granted for a
period exceeding 2 years. At the end of the period granted, the member concerned
may pay the current annual membership fee (or proportion thereof as provided in
clause 21) and shall thereafter be a financial member of the Club. A member to
whom leave of absence has been granted shall not be entitled to the use of the
Clubhouse or its facilities and is disqualified from voting and from taking part in any
Club activity during the period of leave of absence and until again becoming a
financial member.
13.15 Resignations
Any member may resign by giving the Club Manager written notice to that effect and
every such notice shall, unless otherwise expressed, take effect from the date on
which it is given. No such resignation shall release any member from liability for
payment of membership fees to the end of the then current financial year or any
other money owing to the Club at the date of such resignation.
14. OFFICERS OF THE CLUB
14.1 The Club Officers are as follows:
MDB-123497-13-13-V1 :sp
I Constitution
a.
22
Patron(s) -
Members at the annual meeting of the Club may, upon recommendation of
the General Committee, approve the appointment of a Patron. A Patron shall
hold office until the Club in the same manner decides to appoint some other
person in his or her place.
b. Flag Officers - (Amendment AGM 24.6.08.)
The Club shall have the following Flag Officers:
Commodore
Vice-Commodore
Not more than 2 Rear Commodores
Immediate Past Commodore
c. Treasurer
d. Club Manager
e. Clubhouse Captain and Assistant
f. Division Chairpersons
15. DUTIES, POWERS & FUNCTIONS OF OFFICERS OF THE CLUB
15.1 The officers of the Club shall (without limitation) have the following duties, powers
and functions:
a. Commodore
The Commodore shall be the senior officer of the Club and the chairperson of
the Executive and General Committees and of annual and general meetings
of the Club. The Commodore shall represent the Club on all official
occasions. The Commodore shall be solely responsible for media
relationships of the Club but may delegate this function from time to time to
another Flag Officer or to the Club Manager or the chairperson of any Division
or the Chairperson of the Race Committee. The Commodore shall have all
appropriate powers and authorities in that office subject to the rules of the
International Sailing Federation and Yachting New Zealand.
MDB-123497-13-13-V1:sp
I Constitution
b.
23
Vice-Commodore
The Vice-Commodore shall assist the Commodore in the discharge of the
Commodore's duties and in the absence of the Commodore shall act in that
office. The Vice-Commodore shall have responsibility for managing all
sponsorships and for maintaining sponsor relationships for all Divisions and
the making of recommendations to the General Committee for the allocation
of sponsorship funding.
c. Rear Commodores
The Rear Commodores shall assist the Commodore and Vice-Commodore
and, in their absence, act in their stead. The Rear Commodores shall have
responsibility for arranging and management of the racing activity of the Club
through the Race Committee unless some other Flag Officer is appointed to
act as Chairperson of the Race Committee.
d. Immediate-Past Commodore
The Immediate-Past Commodore shall be available to other Flag Officers and
the General and Executive Committees in an advisory capacity and where no
other flag officer is available shall act as the senior Club officer.
e. Treasurer
The Treasurer shall:
i. Control and supervise the management of the Club's funds and
financial transactions.
ii. Prepare and present to the General Committee and to the annual
meeting of the Club the annual financial plan and annual financial
accounts.
iii. Supervise and report to the General Committee on the financial
activities of the Divisions. The Treasurer may give directions to
Divisions regarding the handling of Club funds and money.
iv. Keep or cause to be kept accounts in such manner as will at any time
clearly show the true financial position of the Club.
v. The Treasurer shall make a report on the financial position of the Club
at each General Committee meeting and shall keep the Executive
MDB-123497-13-13-V1 :sp
I Constitution 24
Committee fully and adequately advised as to the state of the Club's
finances.
The Treasurer shall have such further duties, powers and functions as this
Constitution provides or as either the General Committee or the Executive
Committee may confer upon that officer.
f. Club Manager
The Club Manager is the executive officer of the General and Executive
Committees with such powers, duties and functions as may be from time to
time conferred by the General Committee or as may be necessary for that
office including (but without limitation) the following:
i. The Club Manager, under supervision of the Treasurer, shall keep
correct accounts and books to record the operations and the financial
affairs of the Club and the particulars usually shown in records of a
like nature. All money received by the Club Manager shall be paid to
the credit of the Club at such bank as the General Committee from
time to time directs.
ii. The Club Manager shall hold the Club's cheque book. All payments
out of Club funds shall be authorised by the General Committee or the
Executive Committee and shall be made by cheque signed by any 2
members of the Executive Committee and the Club Manager or by
such other means as the General Committee may approve.
iii. Employment and supervision of Club staff together with all necessary
administrative functions.
iv. Security of Club premises and insurance of Club assets.
v. Management of any business or trading activity of the Club.
vi. The Club Manager shall also be the Club Secretary unless the
General Committee makes a separate appointment to that position.
g. Club Secretary
The duties of the Club Secretary shall include (but without limitation) the
following:
MDB-123497-13-13-V1 :sp
I Constitution
i.
ii.
iii.
iv.
25
Recording and circulation of minutes of all proceedings of annual and
general meetings of the Club, meetings of the General and Executive
Committees and of any Disciplinary Committee.
Maintenance of a register of members showing the full name, last
known address and membership status of each member of the Club
including whether that member is a financial member and the Division
or Divisions with which the member is associated.
The calling of Club, General Committee, Executive Committee and
Division meetings and the publication and sending of all notices to
members required to be published or sent by this Constitution.
Custody of the Common Seal of the Club and of all Club records,
trophies and awards.
h. Clubhouse Captain
The Clubhouse Captain shall be in charge of the Clubhouse and responsible
for maintenance of Club property in good repair and in clean and tidy
condition at all times.
i. Assistant Clubhouse Captain
The Assistant Clubhouse Captain shall assist the Clubhouse Captain and
deputise in the absence of that officer.
16. FLAGS
16.1 The Club and its officers shall have flags as follows:
a. The Club flag shall be a burgee of blue and white with a red T in the inner
white canton.
b. The Commodore's flag shall be the Club flag with swallow tail.
c. The Vice-Commodore's flag shall be the Club flag with swallow tail and a red
ball in the inner canton.
d. The Rear Commodore's flag shall be the Club flag with swallow tail and a
blue ball in the inner canton.
e. The Immediate Past Commodore's flag shall be the Club flag with swallow tail
and a blue Maltese cross in the inner canton.
MDB-123497-13-13-V1 :sp
I Constitution
17. ANNUAL AND GENERAL MEETINGS
17.1 Annual Meetings of the Club
26
a. The annual meeting of the Club shall be held not later than 6 months after the
end of the Club's financial year.
b. The business of the annual meeting of the Club shall be:
Quorum
Apologies
Minutes of previous annual meeting
Commodore's annual Report
Statement of financial position and review of previous annual financial
plan
Presentation and adoption of current annual financial plan
Fixing of major transaction value
Fixing of entrance fees and membership fees
Election of Flag Officers
Election of Clubhouse Captain and Assistant Clubhouse Captain
Election of 3 Ordinary Committee Members
Announcement of Division Chairpersons
General business
17.2 General Meetings and Notice
a. A general meeting of the Club or of a Division may be called by direction of
the General Committee or the Executive Committee at any time, or shall be
called by the Club Secretary within 7 days after the receipt of a requisition
signed by not less than 20 financial members of the Club specifying the
subject to be discussed at such meeting. A Division Committee may call a
general meeting of that Division at any time.
b. Notice of the annual meeting and of any general meeting of the Club or any
Division specifying the business to be considered shall be sent by the Club
MDB-123497-13-13-V1:sp
IConstitution 27
Secretary to all Club or Division members (as the case may be) in
accordance with clause 24.
c. No business shall be transacted at any general meeting except that of which
notice has been so given.
17.3 Quorum and Voting at Annual and General Meetings
a. The quorum for any annual or general meeting of the Club shall be 25
financial members personally present throughout the meeting. In assessing
a quorum only 1 person shall be counted in respect of each corporate
membership notwithstanding that more may be present. (Amendment
AGM 24.6.08)
b. In the event of a quorum not being present within 15 minutes of the time
appointed for the meeting, the Commodore shall either declare the meeting
closed or adjourn it to such place, date and time as the Commodore may
decide. The Club Secretary shall give notice of the adjourned meeting to all
involved. At the adjourned meeting, if a quorum is not present within 15
minutes after the time for the commencement of the meeting, then those
present shall constitute a quorum and the meeting shall continue. No
meeting may be adjourned more than once under this rule.
c. At annual or general meetings of a Division, there shall be no requirement for
a quorum.
d. i. Only financial members (but excluding Social, Junior or Honorary
members) shall be eligible to vote at any annual or general meeting of
the Club or a Division.
MDB-123497-13-13-V1 :sp
ii. Subject to clause 19.1a. and paragraph iii. following, eligible voters
shall be entitled to exercise 1 vote in respect of each question to be
decided by the meeting.
iii. Up to 2 votes may be exercised on behalf of a Family Membership
provided they are separately exercised by 2 bona fide members of the
relevant family group who are not Junior members and both are
actually present at the meeting.
iv. A corporate member shall have 1 vote to be exercised by the first
named person on the list supplied under clause 13.7(c) who is
present at the meeting. (Amendment AGM 24.6.08)
I Constitution
v.
28
In the event of any dispute about voting or eligibility to vote, the ruling
of the chairperson of the meeting shall be final.
e. No proxy voting shall be allowed at any meeting of the Club or a Division.
f. At any general meeting of the Club or a Division, all elections of officers shall
be conducted by ballot. Voting on other matters shall be initially on the voices
or by show of hands as the chairperson of the meeting shall decide but any 5
financial members may demand a ballot. The ballot shall be scrutinised and
votes counted by 2 persons to be appointed or elected for that purpose by the
meeting but in all other respects shall be conducted in the manner directed by
the chairperson of the meeting.
g. The chairperson of any annual or general meeting of the Club or a Division
shall have a casting as well as a deliberative vote.
h. No financial member shall be entitled to vote while any fine or levy due to the
Club remains due and unpaid.
18. NOMINATIONS
18.1 Nominations of all candidates for election as Flag Officers, Clubhouse Captain,
Assistant Clubhouse Captain or Ordinary Committee members shall be signed by 1
financial member as the person nominating the candidate and by the candidate and
must be delivered to the Club Manager not less than 24 hours prior to the date of the
annual meeting.
18.2 Retiring officers and other members of the General Committee shall not be eligible
for re-election unless they have attended 2/3 of the meetings during the previous
year.
18.3 If, at any annual or general meeting, there are insufficient nominations for any office
to be filled, persons up to the number required may be elected from nominations
made at the meeting.
19. ELECTIONS
19.1 Elections at a general meeting of the Club or Divisions shall take place in the
following manner:
a. If the exact number of members required are nominated for the respective
offices, they shall be declared elected by announcement at the meeting. If
MDB-123497-13-13-V1 :sp
IConstitution 29
more members are nominated for any office than are necessary to fill such
office, the election shall be conducted by ballot.
b. Where candidates for any position exceed the number required to fill the
position(s), the candidate(s) receiving the most votes in each ballot shall be
declared elected to the relevant office.
c. Voting shall be by secret written ballot and, subject to clause 17.3d.iii., every
financial member entitled to vote upon any ballot shall have 1 vote for as
many candidates as there are appointments to be made or vacancies to be
filled.
d. Where 2 or more candidates receive an equal number of votes, the
chairperson of the meeting shall select by lot from such candidates the
successful person(s) for that position Provided That a Division annual or
general meeting may at its discretion elect or appoint as many Division
Committee members as it sees fit.
e. A ballot paper shall be invalid if it contains votes for more than the exact
number to be elected or otherwise is in breach of any provision in this
Constitution. The decision of the scrutineers as to the validity of any vote
shall be final.
f. Ballot papers shall be destroyed by the scrutineers following the declaration
of the results of any election.
20. ENTRANCE FEES AND ANNUAL MEMBERSHIP FEES
20.1 Entrance Fees
a. The entrance fee to be paid by all new members of the Club shall be such
sum as may be determined annually by the Club at the annual meeting on
recommendation of the General Committee.
b. The General Committee may remit or reduce any entrance fee at its
discretion.
20.2 Annual Membership Fees
a. Prior to the annual meeting of the Club, the General Committee shall consider
and resolve on proposed annual membership fees for the different classes of
membership for the next financial year of the Club.
MDB-123497-13-13-V1 :sp
IConstitution
b.
30
The General Committee shall take into account such matters as it sees fit
including but not limited to:
i. The continuing financial viability of the Club.
ii. Other anticipated sources of income such as trading income,
sponsorships, donations, special events and regattas.
iii. Views expressed by Division Committees as to the level of annual
membership fees for different classes of membership.
iv. The reasons for the creation of different classes of membership.
v. The relative use of Club facilities, services and activities by the
different classes of membership.
20.3 The General Committee shall make a recommendation to the annual meeting of the
Club as to the annual membership fees to be paid in respect of each class of
membership.
20.4 a. The annual membership fees for the next membership year shall be fixed by
the annual meeting of the Club and shall be due for payment on the first day
of that membership year.
b. The General Committee may, at its discretion, strike off the register of
members the name of any member whose membership fee has not been paid
in full within 3 calendar months after the due date or who has not made and
kept other arrangements for payment with the Club Manager. Any such
member shall remain liable to the Club for the unpaid membership fee. The
General Committee may however reinstate such person upon receipt of
payment of the amount due.
c. No yacht shall be eligible to represent the Club in any regatta or race unless
the skipper is a financial member of the Club.
21. DISCOUNT OF ANNUAL MEMBERSHIP FEES (NEW MEMBERS)
21.1 The annual membership fee for any ordinary or family membership which
commen~es on or after 1 January in any year shall be reduced to a sum calculated in
accordance with the following formula:
MDB-123497-13-13-V1 :sp
$A x .!2.
C
= $X
IConstitution
Where $A
B
C
$X
31
is the amount of the relevant membership fee;
is the number of months in the year to the next following 30 June
(including the month in which the member's nomination form is
signed)
is 12, and
is the amount of the reduced membership fee for the new member.
Provided That in the case of an honorary member who becomes an ordinary
member, B shall be calculated with reference to the date upon which he or she
became an honorary member.
22. DISCIPLINE OF MEMBERS
22.1 A written complaint received by the Club about the conduct of any member or visitor
to the Club shall be passed to the Club Secretary for report to the Executive
Committee and action as follows:
a. The Executive Committee may decline to investigate or consider the
complaint if after initial consideration it concludes that the complaint is petty,
frivolous, or inconsequential.
b. If it decides to proceed further, the Executive Committee shall establish a
Disciplinary Committee consisting of:
i. The Commodore or his or her nominee, who shall for this purpose be
the chairperson of the Disciplinary Committee; and
ii. 2 financial members of the Club to hear and determine the complaint.
c. Members appointed under paragraph b. above shall remain members of the
Disciplinary Committee only for such time as is necessary to determine the
complaint and any appeal against the decision of the Committee.
d. The Disciplinary Committee shall allow the member or visitor complained
about full opportunity to deny misconduct or to justify and explain his or her
conduct.
e. Where the Disciplinary Committee, after hearing the complaint and having
given the member or visitor concerned a full opportunity to present any denial,
justification or explanation, finds that a member or a visitor to the Club has
been either:
MDB-123497-13-13-V1:sp
I Constitution
i.
ii.
iii.
32
Guilty of conduct which, in the opinion of the Disciplinary Committee,
is or in the case of a visitor would be unbecoming of a member of the
Club or prejudicial to the interest of the Club, or
Convicted in a Court of law of any offence involving dishonesty or
indecency or violence, or
Has knowingly introduced an expelled member to the Club's premises,
the Disciplinary Committee may recommend to the General
Committee that such member or visitor be censured and/or ordered to
pay a fine as determined by the General Committee but not exceeding
a sum equivalent to the current annual membership fee of that
member or in the case of a visitor the member introducing the visitor
and/or required to pay a sum of money to the Club (a levy) by way of
recompense for loss or damage caused by that member or visitor, or
be suspended or expelled from the Club.
f. Any member who is suspended shall suffer such loss of privileges during the
period of suspension as shall be determined by the General Committee in
imposing such suspension.
g. Any member who fails to pay any fine or levy imposed on such member under
clause 22.1e. within 2 months after the imposition of the same has been
notified to him or her shall cease to be a member of the Club. No such
cessation of membership shall release that member from liability for payment
of membership fees or any other money owing to the Club at the date of such
cessation of membership.
h. Upon expulsion of a member, the member shall forthwith forfeit his or her
entrance fee and any unexpired annual membership fee.
23. APPEALS
23.1 Any member or visitor penalised, fined, suspended or expelled from the Club by a
decision of the General Committee shall be notified in writing of the decision. Such
member or visitor may appeal against such decision and in such case shall lodge
notice of his or her appeal with the Club Secretary within 10 days of notice of the
decision being posted to the member or visitor. In any such circumstance, the
suspension and/or loss of privileges shall remain in force until the result of the appeal
is known.
MDB-123497-13-13-V1 :sp
I Constitution 33
23.2 All appeals shall be determined before 2 arbitrators who shall not be members of the
Executive, General or Disciplinary Committees, 1 such arbitrator to be appointed by
the appellant and one by the Disciplinary Committee.
23.3 Before proceeding with the hearing of any such appeal, the arbitrators shall appoint a
third arbitrator who need not be a member of the Club in accordance with the
Arbitration Act 1996 and all such hearings shall be conducted as if under that Act.
23.4 A decision of the arbitrators confirming cancelling or varying the decision of the
Disciplinary Committee shall be final and binding on the Club and its member(s).
24. NOTICES AND ADVERTISING
24.1 a. Members shall notify the Club Secretary of any change of address which shall
be entered in the membership register. Any notice required to be given to a
member shall be deemed to have been properly given if posted to the
address entered in the membership register. Where members have supplied
a facsimile or email address, notices forwarded to such address in that
manner shall be deemed to have been posted in accordance with this rule on
the date on which they were sent.
b. Notice of meetings given to members shall also be posted on the Club notice
board not less than 14 days before the date of the meeting.
c. Notices of annual and general meetings of the Club shall also be publicly
advertised once in a local newspaper or widely circulated aquatic sports
publication not less than 7 days prior to the meeting.
d. All notices posted to members in accordance with this rule shall be deemed to
have been duly given and received on the day after the day on which they
were posted.
e. Notices of Division annual and general meetings need be posted only to
members associated with that Division.
f. All notices of meetings shall specify the business to be transacted.
g. No Club or Division business shall be invalid by reason of any failure to give
notice or advertise in accordance with this rule provided there has been
substantial compliance. The decision of the chairperson of any meeting of
the Club or Division on such matter shall be final.
MDB-123497-13-13-V1 :sp
I Constitution
25. CLUB TROPHIES
34
25.1 All trophies awarded or administered by the Club belong to the Club.
25.2 All trophies shall be returned to the Club and retained by it after being awarded. This
rule does not apply to miniatures or symbolic trophies or to Centreboard Division
trophies.
26. ALTERATIONS TO CONSTITUTION
26.1 This Constitution may only be amended or repealed by a resolution of the Club
passed at a general meeting by a 3/4 majority of members present and voting at an
annual or general meeting of the Club.
26.2 The notice of meeting to be sent to members pursuant to clause 17.2b. shall contain
the full text of the proposed amending or repealing resolution. Such resolution may
nevertheless be subject to amendment by the meeting, provided such amendment
does not have the effect of altering this clause 26 unless the proposed resolution
itself would have had such effect.
27. COMMON SEAL
27.1 The Club shall have a Common Seal which shall be retained in the custody of the
Club Secretary. The Common Seal shall not be affixed to any instrument except with
the authority of a resolution of the General Committee and in the presence of the
Commodore, the Club Secretary and 1 other member of the General Committee,
each of whom shall sign such instrument.
28. WINDING UP
28.1 No person shall have any claim to a share in the assets of the Club by virtue of
membership of the Club.
28.2 If, upon the winding up of the Club or the dissolution of the Club by the Registrar of
Incorporated Societies, there remains after the satisfaction of all its debts and
liabilities, any property whatsoever, the same shall not be paid or distributed among
members of the Club, but shall be used to further a charitable purpose or
purposes as defined in section 5(1) of the Charities Act 2005 as determined by a
majority of members of the Club present and voting at the time of the passing of the
winding up resolution or dissolution by the Registrar as the case may be.
(Amendment Special GM 30.3.11)
MDB-123497-13-13-V1 :sp
I Constitution
MDB-123497-13-13-V1:sp
35