Memorandum of Association
1. The name of the Company is Sovereign Harbour Yacht Club Limited (hereinafter
called “the Company”).
2. The registered office of the Company is situate in England.
3. The objects for which the Company is established are:
a) To:-
Promote and facilitate the sport of yachting, for the whole community, both
sail and motor
Provide social and other facilities for members as may from time to time be
determined
Liase with the proprietors of Sovereign Harbour for the benefit of the members
Promote training in all aspects of sea safety, sport and leisure
Encourage good seamanship and the knowledge and love of the sea
b) to provide and maintain and conduct a club and a centre of information and
instruction on yachting, motor
boating and any pastime ancillary thereto, either alone or with another yacht
club, and generally to afford the
Members and their families and their friends all the usual advantages, convenience
and accommodation of a club.
c) to ensure the continuity of Sovereign Harbour Yacht Club (hereinafter called
‘ the Club’) and to take over its
assets, trophies, books and papers.
d) to purchase, take on, lease or take in exchange, hire or otherwise acquire
any real or personal property and in
particular any lands, buildings, furniture, books, papers, periodicals, maps,
stationery, cards and games, which may
be requisite for the purposes of or conveniently used in connection with any
of the objects of the Company.
e) to construct, maintain, improve, reconstruct or alter any houses, buildings,
premises, vessels or works
necessary or convenient for any of the purposes of the Company.
f) to sell, manage, demise, lease, sub-lease, mortgage, give in exchange, or
otherwise dispose of or deal with, all
or any part of the property of the Company.
g) to buy, prepare, make, supply, sell and deal in, or arrange for the supply
of all kinds of provisions, tobaccos and
refreshments required or used by the Company or other persons frequenting the
club-house, premises or vessels of
the Company.
h) to hire and employ secretaries clerks, managers, servants and workmen, and
to pay to them and to other
persons in return for services rendered to the Company, salaries, wages, gratuities,
expenses, bonuses and
pensions.
i) to promote and hold, either alone or jointly with any other Association,
club or persons, meetings, competitions
and races and to offer, give or contribute towards prizes, medals and awards,
and to promote, give or support
dinners, halls, concerts and other entertainments
j) to establish, promote, or assist in establishing or promoting, and to subscribe
or to affiliate with or become a
member of any other association or club whose objects are similar, or in part
similar, to the objects of this Company,
or the establishment or promotion of which may be beneficial to this Company,
provided that no subscription be paid
to any such other association or club out of the funds of this Company, except
bona fide in furtherance of the objects
of this Company.
k) to invest and deal with the moneys of the Company not immediately required
upon such securities and in such
manner as may from time to time be determined.
l) to borrow or raise, and give security for money by the issue of, or upon
bonds, debentures, debenture stock,
bills of exchange, promissory notes or other obligations or securities of the
Company, or by mortgage or charge
upon all or any part of the property of the Company.
m) to do all such other lawful things as are incidental or conducive to the
attainment of the above objects or any of
them.
4. The liability of the Members of the Company (hereinafter called ‘the
Members’) is limited.
5. Every Member of the Company undertakes to contribute to the assets of the
Company in the event of its
being wound up while he is a Member of the Company, or within one year afterwards
for payment of the debts and
liabilities of the Company contracted before he ceases to be a Member, and the
costs, charges and expenses of
winding up and for the adjustment of the rights of the contributions among themselves,
such amount as may be
required not exceeding Ten Pounds.
6. The income and property of the Company shall be applied towards the promotion
of the objects of the
Company set forth in this Memorandum of Association and no Member of the Company
in his character as such
Member shall be entitled to receive, directly or indirectly, any dividend, bonus
or other profit out of such income or
property, but nothing herein shall prevent payments in good faith to persons
in other capacities (such as providers of
goods or services, servants, lenders, landlords, vendors or in any capacity
other than membership) notwithstanding
their membership of the Company or the application of the property of the Company
upon its winding up in
accordance with the Company's Articles of Association for the time being.
7. No person shall be admitted membership of the Company other than the subscribers
hereto the Members
of the Club and those persons elected in accordance with the Articles of Association.
Articles of Association
DEFINITIONS
In these Articles unless the context otherwise requires:
1.1 "United Kingdom" means the United Kingdom of Great Britain and
Northern Ireland.
1.2 "The Act" means the Companies Act 1985 (as amended). Please note
that this definition should reflect the
statute pursuant to which the Company was incorporated. This is likely to be
as shown above. The current
Memorandum and Articles will provide this information.
1.3 Expressions defined in the Act have meanings as defined.
1.4 "The Club" means Sovereign Harbour Yacht Club Limited.
1.5 "Members" means the members of the Club and shall, unless otherwise
stated, include all members of
whatever category.
1.6 "The Board" means the Board of Directors of the Club as defined
herein.
1.7 "The Secretary" means the Secretary for the time being of the
Club as defined herein.
1.8 "Clear days" means in relation to a period of notice that 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.
1.9 "Month" means calendar month.
1.10 "Year" means the period from 1st October to 30th September.
1.11 "Bye-laws" means the bye-laws adopted by the Board from time
to time in accordance with the provisions
of these Articles and as varied from time to time.
1.12 "Writing" includes printing, typewriting, facsimile transmission
and any other substitute for writing.
1.13 Words importing the singular include the plural and vice versa.
1 14 Words importing the masculine include the feminine and vice versa
ESTABLISHMENT
2. The Club is established for the purposes expressed in the Memorandum of
Association.
2.1 The affairs of the Club shall be conducted so as to enable it to qualify
for and to comply with all relevant
licenses and registrations under the Licensing and Gaming Acts from time to
time in force.
2.2 The affairs of the Club shall be conducted so as to enable it to qualify
for affiliation and to remain affiliated
to the Royal Yachting Association.
MEMBERSHIP
3. The Board may determine from time to time the maximum number of members
permitted in each
category.
4. The Members of the Club shall be those persons as were Members on the date
of adoption of these
Articles and such other person s as shall apply for admission and be elected
as Members in accordance with the
provisions of these Articles.
Qualification for Membership
5.1 Any person who can show a keen interest in water sports shall (subject as
hereinafter provided) be
qualified to be elected as a Member of the Club.
5.2 Membership of the Club shall be open to all persons irrespective of ethnicity,
nationality, sexual
orientation, religion or beliefs: or of age, sex or disability except as a necessary
consequence of the requirements to
participate in a particular aspect of the sport.
Membership Categories
6. The Members of the Club shall consist of different categories namely:
6.1 Ordinary Members being all Members who are not permitted or do not qualify
as members of any of the
other categories notwithstanding that some may pay reduced subscriptions.
6.2 Family Members who shall include one or two parents and all children under
the age of 18 years
6.3 Social Members being Members who do not own, skipper or crew a boat and
do not participate in any
water sports organised by the Club, but wish to avail themselves of the Club
facilities and social activities.
6.4 Honorary Members being those persons elected by the Board as Honorary Members
for the current year.
6.5 Honorary Life Members being those persons previously Honorary Life Members
of Sovereign Harbour
Yacht Club and those subsequently elected by the Board as Honorary Members for
life.
6.6 Overseas Members being those persons who are permanently resident outside
the United Kingdom or
those Ordinary Members who are temporarily resident outside the United Kingdom.
6.7 Cadet Members being those persons who are under the age of 18 years at the
commencement of the
membership year.
6.8 Student Members being those persons still undergoing full-time education
and under the age of 25 years.
6.9 Corporate Members being bodies corporate.
6.10 Corporate Ordinary members being nominees of any Corporate Member provided
that the total number
thereof shall not exceed ten per cent of the total Membership of the Club.
6.11.1 The current officially appointed Coxswain and Second Coxswain of the
Eastbourne all weather lifeboat
who shall be accorded the same rights and privileges as Ordinary Members.
6.11.2 Operational crew members (and their partners) of the Eastbourne branch
of the Royal National Lifeboat
Institute.
6.12 Such other categories as the Board may from time to time create and define
by byelaw.
Honorary Life Members
7. Honorary Life Members shall be entitled without payment of subscription to
all the rights and privileges of
Ordinary Members.
Rights of Membership
8. Only Honorary Life Members, Ordinary Members and Family Members shall be
entitled to vote at any General Meeting of the Club or to propose or second
candidates for membership or of office. Family members shall have two votes
exercisable by the partners aged over 18.
9. Only Honorary Life Members, Ordinary Members and Family Members may be elected
as Officers or
Directors of the Club [or introduce guests to the Club].
10. Subject and except as stated herein and as may be specified elsewhere in
these Articles, all members of
the Club shall have the same rights, privileges and duties.
11. A member desirous of retiring from membership shall give notice in writing
to the Secretary before the last
day of November and shall not then be liable to pay the subscription for the
following year. Upon re-application by a
past member the Board may, at it’s discretion, excuse payment of an Entrance
Fee.
12. The Board may cancel, without notice given, the membership of any member
whose annual subscription
and other annual fees are more than three months in arrears provided that the
Board may, at its discretion, re-instate
such member upon payment of arrears. No member whose annual payments are in
arrears may enter any club
event or regatta nor vote at any meeting.
Election of Members
13.1 Every candidate for membership (except honorary members) shall be proposed
and seconded by an honorary life
member, ordinary member or family member of the Club both of whom must be personally
acquainted with the candidate.
Candidates who are not sufficiently well known to members with the capacity
to propose or second new members, may be
proposed and seconded by two members of the Board who have been satisfied by
process of interview of their suitability.
13.2 An application for membership shall be in the form from time to time as
prescribed by the Board and shall include
the name, address and occupation of the candidate and the signatures of the
Proposer and the Seconder.
13.3 Upon receipt of an application for membership the Secretary shall enter
such application in a Register of Candidates
and shall cause the application form to be prominently displayed in the Club
premises for at least 14 days before the meeting
of the Board at which such application for membership shall be considered. The
election of all classes of members is vested
solely in the Board and shall be a simple majority vote of those present and
voting at the relevant meeting of the Board. The
Secretary shall inform each candidate in writing of the candidate’s election
or non-election and shall not give any reason for
accepting or refusing the candidature of any application for membership. He
shall furnish an elected candidate with a copy of
the Rules and Bylaws of the Club and make requests for such payments as are
necessary.
13.4 Upon election a candidate shall pay within one calendar month, such entrance
fees as shall be requested. The fault
of such payment the election shall be void unless sufficient cause for delay
be shown.
14. The Board may from time to time define rules by which applications for membership
shall be considered.
The Board may delegate to specified officers and committees its powers to consider
and approve such application if
two thirds of those present and voting vote in favour of such delegation.
Register of Members
15. The Board shall cause a proper Register to be kept of all members elected
by the Board and of the
category of membership to which they belong and entries in that register shall
be conclusive evidence as to the
status and category of membership of any Member. The Register can be kept by
electronic means or any other
method deemed appropriate by the Board.
16. Membership is not transferable.
Membership Fees
17. The Board may from time to time determine the amounts payable and the
time of payment of
subscriptions, joining fees and other dues from the different categories of
membership.
Outstanding Subscriptions
18. If any Member shall fail to pay the outstanding subscription payable by
him within two weeks after the
same becomes due his name may be posted up in a public room of the Club and
a notice of such payment shall be
given to him and if the same is not paid within one month after becoming due
the defaulter shall cease to be a
Member, unless the Board otherwise decides, and shall have no vote at any general
meeting of the Club.
Contracting
19. Subject to the provisions of these Articles no Member shall be prohibited
from contracting with the Club
either as employee vendor purchaser or otherwise nor shall any such contract
or arrangement entered into by or on
behalf of the Club in which any Member shall in any way be interested, be avoided
nor shall any Member so
contracted or being so interested be liable to account to the Club for any profit
realised by such contract or
arrangement.
EXPULSION
20. If in any of the particulars contained in any application for membership
any misrepresentation shall be
made which in the opinion of the Board is material and wilful the Board may
if the candidate has been elected expel
him from membership and whether such candidate has been elected or not he shall
be ineligible for election and
inadmissible as a visitor. If such wilful and/or material misrepresentation
in the application form has been made by
the proposer and/ or seconder the Board shall have the right to expel the offender
or offenders who shall there after
be ineligible for membership.
21. A Member is not permitted to allow his name to appear as a party in any
legal proceedings as of the Club
address; to address nor allow himself to be described as of the Club address
in any legal document. Any violation of
this rule shall render the offender liable to expulsion.
Misbehaviour
22.1 If any Member (whether within or out of the Club premises) shall behave
in a manner which in the opinion
of the Board or any six Ordinary Members who shall certify the same in writing
to the Secretary be injurious to the
character reputation and interests of the Club or shall be in breach of these
Articles or Bye-laws then the Board may
after giving such Member an opportunity of explaining his conduct by a resolution
supported by three fourths of those
present and voting either:
(a) except in the case of a breach of Article 20 suspend the Member guilty of
such conduct from all the rights and
privileges of membership and from participation in any Club activities for a
period not exceeding six months or
(b) expel such Member from the Club forthwith. In the event of a Member being
suspended or expelled the Board
may cause a notice stating the fact to be posted up in a public room of the
Club.
(c) In exceptional cases the Secretary shall have power to suspend in writing
such member until the matter is
considered by the Board
(d) A member who is subject to a hearing, under the terms of this article, may
be represented by another member
of their choice at that hearing.
(e) Where the decision is made to expel a member, they, or their representative,
may be given the opportunity to
appeal at the next scheduled general meeting of the Club. The appeal would then
be decided by a majority vote.
22.2 If any person who is not a Member shall behave in a manner, which in the
opinion of the Board, be injurious to
the character reputation or interests of the Club he may be banned by a resolution
passed by the Board from
entering the Club’s premises and shall not thereafter enter any part of
the Club’s premises.
Termination of Membership
23. A Member shall cease to be a member of the Club:
(a) on signifying his resignation in writing to the Secretary
(b) on his death
(c) on failing to pay his subscription within the prescribed time limit
(d) on being expelled
24. Any Member who for any reason whatsoever ceases to be a Member of the Club
after moneys have
become due from him to the Club (whether for subscriptions or otherwise) shall
nevertheless remain liable to pay the
same to the Club.
GENERAL MEETINGS
25. The Club shall hold general meetings of which one in each year shall be
the Annual General Meeting and
the others shall be Extraordinary General meetings and the notice convening
any meeting shall specify it is an
Annual General Meeting or an Extraordinary General Meeting.
26. The Annual General Meeting shall be held at such time and place, as the
Board shall appoint but not more
than fifteen months shall elapse between the date of one Annual General Meeting
and the next.
Annual General Meeting
27.1 The business to be transacted at the Annual General Meeting shall be:
(a) to receive and if thought fit to approve the report of the Directors
(b) to receive and if thought fit to approve the Annual accounts
(c) to elect Directors
(d) to elect auditors
(e) to consider and if thought fit to adopt such resolutions as may have been
tabled by the Board and
specified in the notice convening the meeting
(f) to consider and if thought fit to adopt such resolutions as may have been
submitted by not less than
six Ordinary Members, Family Members or Honorary Life Members in writing to
the Secretary not less
than forty two clear days before the date of the Annual general Meeting and
specified in the notice
convening the meeting.
27.2 No other business may be transacted except with the permission of the Chairman
of the meeting and the
agreement of two thirds of those present and entitled to vote.
Extraordinary General Meeting
28.1 An Extraordinary General Meeting of the Club shall be convened by the
Secretary within twenty one clear
days of his receiving either
(a) an instruction from the Board or
(b) a requisition signed by not less than three Directors or not less than thirty
Honorary Life Members, Family
Members or Ordinary Members or thirty per cent of the total number of such members
whichever shall be the less.
28.2 Such instruction or requisition shall be valid only if it contains notice
of motion and such motion together
with any other motion to be dealt with at the meeting in question and the Secretary
shall post any such instruction(s)
and/or requisition(s) in a public room of the Club.
29. If the Secretary fails to convene the requisitioned Extraordinary General
Meeting within twenty eight clear
days from the date of receiving the requisition the signatories to the requisition
or a majority of them may nominate
one of their number to do so on behalf of the Secretary in such manner as the
Secretary normally convenes Extraordinary
General Meetings, but the Extraordinary General Meeting in question must be
held within ninety days of the
date of the requisition.
30. The Members signing a requisition convening an Extraordinary General Meeting
shall be liable to pay the
costs of the Extraordinary General Meeting unless the Members present resolve,
or the Act provides, otherwise.
Notice of General Meetings
31. All general Meetings shall be convened by not less than twenty one clear
days notice in writing and such
notice shall specify the place and the day and the hour of the Meeting and the
business to be transacted and such
notice shall be posted to all Members but the accidental omission to give notice
to any Member shall not invalidate
the proceedings of any General Meeting.
Transaction of Business
32. No business shall be transacted at any General meeting unless a quorum of
15 Members entitled to vote
is present at the time when the Meeting proceeds to business. The discussion
at such meeting shall be confined to
the notice sent to the members
33. If within thirty minutes from the time appointed for the General Meeting
a quorum is not present the
meeting shall be cancelled if convened by a requisition in accordance with Article
28.1 (b) and shall be adjourned for
one week if otherwise convened.
Chairmanship
34. The Commodore shall preside as Chairman at every General Meeting of the
Club. If at any General
Meeting he is not present within fifteen minutes after the time appointed for
holding the Meeting or is unwilling to act
as Chairman the Members present shall choose one of their number to act as Chairman
of the Meeting.
35. The Chairman may with the consent of any General Meeting at which a quorum
is present and if so
directed by the General Meeting adjourn the General Meeting from time to time
and place to place but no business
may be transacted at any adjourned General Meeting other than the business left
unfinished at the General Meeting
from which the adjournment took place. It shall not be necessary to give notice
of any adjournment or of the
business to be transacted at any adjourned meeting.
Procedures
36. At any General Meeting
36.1 A motion other than for the contested election of an Officer or Director
shall be decided on a show of
hands of those present and eligible to vote unless a poll is demanded before
or immediately after the declaration of
the result of the show of hands by at least six of those present and eligible
to vote and unless a poll is so demanded
a declaration by the Chairman that a motion has on show of hands been carried
or carried unanimously or carried by
a particular majority or lost and entry to that effect in the Minute Book of
the Club shall be conclusive evidence of the
fact without proof of the number or proportion of votes recorded for or against
the motion.
36.2 If a poll is duly demanded it shall be taken in such manner as the Chairman
directs and the results of the
poll shall be deemed to be the resolution of the Meeting at which the poll was
demanded.
36.3 In the case of an equality of votes whether on a show of hands or on a
poll the Chairman of the General
meeting shall be entitled to a second or casting vote.
BOARD OF DIRECTORS
Remuneration
37. The Members of the Board shall be the Directors of the Company within
the meaning of the Act. No
Director shall receive any remuneration for his services in discharging his
duties as an Officer or as a member of the
Board but may be paid reasonable travel and out-of-pocket expenses incurred
in the business of the Club subject to
approval of the Board.
Termination of Office
38. Any Director shall cease to be a Director or hold any office
(a) on signifying his resignation in writing to the Secretary
(b) on his death or bankruptcy
(c) on ceasing to be an Ordinary member, Family Member or Honorary Life Member
(d) on failing to attend six consecutive meetings of the Board without leave
of the Board.
Contracting
39. Subject to provisions of these Articles
39.1 No Member of the Board shall be disqualified by his office from contracting
with the Club either as a
vendor purchaser or otherwise nor shall any such contract or arrangement entered
into by or on behalf of the Club
in which any Director shall in any way be interested be avoided nor shall any
such Director so contracting or being
so interested be liable to account to the Club for any profit realised by any
such contract or arrangement by reason
of such Director holding office or of the fiduciary relation thereby established.
39.2 Any Director having any such interest must disclose the nature of the interest
at the meeting of the Board
or of any committee at which the contract or arrangement is agreed if his interest
then exists or in any other case at
the first such meeting after the acquisition of his interest.
Conflict of Interest
40. No Director shall vote in respect of any contract or arrangement in which
he is so interested as aforesaid
and if he do so vote his vote shall not be counted. This prohibition shall not
apply to any contract by or on behalf of
the Club to give to the Board or any member thereof any security for advances
or by way of an indemnity or to a
settlement or set-off of cross-claims. This prohibition may be suspended or
relaxed at any time or to any extent by
resolution of a General Meeting.
Officers
41. The Board shall consist of Officers appointed in accordance with the provisions
herein together with a
minimum of one and a maximum of three members elected in accordance with the
provisions herein and not more
than three members co-opted in accordance with the provisions herein. No person
shall be appointed or elected to
the Board who is not an Ordinary Member, Family Member or Honorary Life Member.
41.1 The Officers of the Club shall be the Commodore, Vice Commodore, Rear Commodore
(Sail), Rear
Commodore (Power), Immediate Past Commodore, Secretary and Treasurer. The number
of the Officers may be
varied by a majority decision of the Officers of the Club. Any such change must
be ratified at the next Annual
General Meeting by a majority vote of the members present and entitled to vote.
41.2 All Officers of the Club shall be elected at an Annual General Meeting
to hold office until the next Annual
General Meeting but no Officer of the Club shall be eligible to serve more than
three consecutive terms in Office in
the same position.
41.3 The Board shall nominate candidates for election as Officers of the Club
at least forty two days before the
Annual General Meeting and no other candidates shall be eligible unless a nomination
in writing signed by the
candidate and not less than thirty supporters who are themselves Ordinary Members,
Family Members or Honorary
Life Members is received by the Secretary not less than thirty days before the
Annual general Meeting. Any such
nomination shall be posted up by the Secretary in a public room of the Club.
41.4 If any office shall fall vacant during the year the Board may elect one
of their number to act in that office
until the next Annual General meeting and the Officer of the Club so elected
shall be described as "Acting".
41.5 The Board may nominate candidates for election at the Annual General Meeting
as Honorary Officers
such as President, Vice Presidents and others as it may think fit but such Honorary
Officers shall not thereby
become members of the Board.
Directors
42. The conditions of service for Directors of the Club shall be as follows
42.1 The Annual General meeting shall elect Directors to the Board to fill any
vacancies and those elected may
hold office for three years subject to any other relevant Articles
42.2 Any Ordinary Member, Family Member or Honorary Life Member shall be eligible
for election at an Annual
General meeting so long as a nomination in writing signed by the candidate and
by two supporters who are
themselves Ordinary Members, Family Member or Honorary Life Members is received
by the Secretary not less
than thirty days before the Annual General Meeting. Any such nomination shall
be posted up by the Secretary in a
public place in the Club
42.3 If for any reason an elected Director ceases to hold office during the
year the Board may appoint any
Ordinary Member, Family Member or Honorary Life Member to fill that vacancy
until the next Annual General
Meeting
42.4 Any retiring member of the Board is eligible for re-election in another
capacity in accordance with these
Articles
42.5 Any serving Director who has served for less than three years and has been
nominated by the Board for
election as an Officer but fails to be elected at the Annual General Meeting
may continue to serve as a Director for
the remainder of his term.
43. At any time during the year the Board may co-opt by a vote of two thirds
of those present additional
Directors subject to the number so co-opted not exceeding three. Such Directors
shall hold office only until the next
Annual General Meeting.
Proceedings of the Board
Procedures
44. The Board may regulate its meetings and its procedures as it thinks fit
subject to the provisions of these
Articles and in particular to the following
44.1 Except where a qualified majority is specified in these Articles or a ballot
is required all questions arising
at any meeting of the Board shall be determined by a simple majority of those
present and voting and in the case of
an equality of votes the Chairman shall have a second or casting vote.
44.2 Unless and until otherwise resolved by the Board the quorum necessary for
the transaction of the
business of the Board shall be five always including a Flag Officer.
44.3 The Secretary shall if so required by two Directors summon a meeting of
the Board.
44.4 The continuing Directors may act notwithstanding any vacancies on the Board.
Chairmanship
45. The Commodore of the Club shall act as Chairman of the Board and the Vice-Commodore
as Vice-
Chairman but should either be unable or unwilling so to act the Board may appoint
another Director as Chairman.
Should the Chairman not be present at a Meeting within five minutes of the time
appointed for the opening of that
Meeting those present may appoint one of their number to act as Chairman of
that Meeting.
Committees
46. The Board may appoint committees consisting of such of its members as
it thinks fit to undertake such
tasks and to exercise such powers as the Board may delegate subject to the provisions
of these Articles and to the
following provisions
46.1 The Board shall nominate the Chairmen of such committees and may require
the Chairmen so appointed
to report on the activities of the committees at Board meetings.
46.2 The Officers of the Club shall be ex officio members of any committee of
the Board
46.3 Such committees may co-opt any member of the Club to serve subject to the
approval of the Board
46.4 Such committees shall at all times be subject to the authority and directions
of the Board
46.5 Any Committee appointed by the Board shall cease on the date of the Annual
General Meeting following
the appointment
47. No act done by any Meeting of the Board or of any committee appointed by
the Board or by any person
acting as an Officer of the Club or as a Member of the Board or of any Committee
shall become invalid by virtue of
its being afterwards discovered that there was some defect in the appointment
of any Member of such Board or
Committee or any person acting as aforesaid or that any of them were disqualified
POWERS AND DUTIES OF THE BOARD
Management
48. The business of the Club shall be managed by the Board which may exercise
all such powers of the Club
as are not required by the Act or any Statutory modifications thereto or by
these Articles to be exercised by the Club
in General Meeting
Minutes
49. The Board shall cause Minutes to be made in books provided for that purpose
for all General Meetings,
Board Meetings and Committee Meetings showing:
(a) the names of the Directors or Members present at each Meeting
(b) all appointments of Officers, Directors or Committee Members of the Club
(c) all resolutions and proceedings of such Meetings.
Any such Minute of any such Meeting if purporting to be signed by the Chairman
of such Meeting or by the Chairman
of the next succeeding Meeting shall be prima facie evidence of the matters
stated in such Minutes.
Financial Control
50. All cheques promissory notes drafts bills of exchange and other negotiable
instruments and all receipts for
monies paid to the Club shall be signed drawn receipted endorsed or otherwise
executed as the case may be in
such manner as the Board shall from time to time determine.
51. The Board may from time to time at its discretion raise or borrow or secure
the payment of any sum of
money for the purposes of the Club in such manner and upon such terms and conditions
in all respects as it thinks fit
and in particular by the issue of Debentures or Debenture stock of the Club
charged upon all or any part of the
property of the Club (both present and future)
52. The Board shall cause a proper register to be kept in accordance with section
101 of the Act of all
mortgages and charges specifically affecting the property of the Club and shall
duly comply with the requirements of
section 295 of the Act in regard to the registration of mortgages.
PROFITS AND DISSOLUTION
Profits
53. The Income and Property of the Club shall be applied solely towards promoting
the Club’s objects as set
forth in this Memorandum and Articles of Association and no portion thereof
shall be paid or transferred, directly or
indirectly, to the Members of the Club.
Dissolution
54. In the event of dissolution of the Club, any assets remaining after the
satisfaction of all debts and liabilities
shall not be paid to or distributed among members of the Club, but shall be
given or transferred to one or more of the
following approved sporting or charitable bodies:
(a) A registered charitable organisation(s).
(b) Another club which is a registered Community Amateur Sports Club.
(c) The Royal Yachting Association for use by them for related community sports.
ACCOUNTS
55. The Board shall cause true accounts to be kept of all monies received
and expended by the Club and the
Matters in respect of which receipt and expenditure takes place and of the assets
and liabilities of the Club.
56. The books of account shall be kept at such place as may be determined at
time to time by the Board or by
resolution of General Meeting and shall always be open to inspection by any
Member of the Board.
57. Members of the Club shall have no rights of inspection of the books of account
except as conferred by
statute or as determined by the Board or by resolution of a General meeting.
58. At every Annual General Meeting the Board shall present a profit and loss
account for the preceding year
together with a balance sheet of the Club’s assets and liabilities and
a report of the state of affairs of the Club and
copies of these documents shall be posted up in a public room of the Club not
less than ten days before the
Meeting.
AUDIT
59. Auditors shall be appointed and their duties regulated in accordance with
the Act or any statutory
modification thereof for the time being in force and for this purpose the said
provisions shall have effect as if the
word “Member” were substituted for the word “Shareholder”.
BYE-LAWS
60. The Board may make alter or repeal such bye-laws as it may deem necessary
or convenient for the
proper management of the Club and in particular but not exclusively it may by
such bye-law regulate
(a) the times of opening and closing any parts of the premises of the Club
(b) the terms as to subscriptions joining fees and other payments or otherwise
from Members for participation
in the benefit of any of the privileges of the Club and the use or supply to
any Member of any of the property of the
Club
(c) the admission of visitors to the premises and privileges of the Club
(d) the rules to be observed by Members or visitors on the Club premises
(e) the prohibition or permission of particular games on the Club premises
(f) the conduct of Members of the Club in relation to one another and to employees
of the Club.
(g) the setting aside of any part of the Club premises for particular purposes
(h) the imposition of penalties for the breach of any bye-law or any of these
Articles
(i) generally all such matters as are commonly the subject of Club rules
61. All bye-laws shall have regard to the provisions of Article 2 and no bye-law
shall be inconsistent with or
shall affect or repeal anything contained in the Memorandum or Articles of Association
and any bye-law may at any
time be repealed by resolution of a General Meeting but such repeal shall not
be retrospective.
62. All bye-laws made hereunder shall while they are in force be binding upon
all Members of the Club and
the Board shall adopt such means as it deems sufficient to bring to the notice
of the Members of the Club all such
bye-laws and all amendments and repeals thereof.
63. The Secretary shall keep a book containing the bye-laws for the time being
in force signed by him and
shall verify by his signature any alteration from time to time made therein
and record the date of the Meeting at which
the alteration was made and such book shall be prima facie evidence of the bye-laws.
NOTICES
64. Any notice to be given to any Member pursuant to these Articles or by
the Act or by any bye-law may be
served on a Corporate Member to that Member’s registered office, or in
every other case by the Secretary
personally, or by sending it to such Member’s address in the United Kingdom
as supplied to the Club by the Member
from time to time or if no such address is available by posting the notice in
a public room of the Club.
65. No member shall be entitled to have notices or other communications from
the Secretary sent to an
address outside the United Kingdom.
66. Where a notice sent to a Member by post it shall be conclusively deemed
to be served by properly
addressing prepaying and posting a letter containing the notice and to have
been effected three days later in the
case of first class post or seven days later in the case of second class post.
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