Constitution

Agreed at the March 2016 AGM

Section 1: The Club

1. The Club shall be called Sully Sailing Club, which operates as an unincorporated amateur non-profit association, and is hereinafter referred to as the Club.

2. The main objective for which the Club is formed is: to promote community participation in, and facilitate, the sport of sailing, to assist in the sail training of inexperienced and younger Members, and offer support to kayaking and windsurfing.

3 The income and property of the Club shall be applied solely towards promoting the Club’s objectives as set forth in this constitution and no portion thereof shall be paid or transferred, directly or indirectly, to Members of the Club.

4 Changes to this Constitution shall only be made by a majority vote of Club Members at an Annual General Meeting or Extraordinary General Meeting.

Section 2: Officers

5. The Officers of the Club shall be Members with a voting right as defined in Clause 14 and be drawn from among the sailing Members of the Club Committee which shall be elected by the Members present at an Annual General Meeting. The Officers shall consist of a Commodore, a Vice Commodore, a Secretary and a Treasurer. Officers shall be elected by the Members of the Committee at the first ordinary meeting after the Annual General Meeting, having normally held Committee membership for one year. Officers shall hold office until the termination of the next Annual General Meeting, except for the Commodore who shall normally serve two years. All Officers of the Club shall be eligible for re-election.

6 The Commodore shall

a) Chair meetings of the Club in accordance with the Constitution and Rules

b) With the Secretary set the agendas for Committee and General meetings

c) Act as the primary public face of the Club liaising with outside bodies and visitors to the Club

d) Oversee the carrying out of duties by the Officers of the Committee

e) Deal with problems, complaints and difficulties raised by Club Members

f) Take the lead in identifying and initiating action to deal with issues affecting the running ofthe Club

7 The Vice Commodore shall

a) Share responsibilities with the Commodore and deputise for him/her when required

b) Take responsibility for the maintenance and safety of the Club premises in respect of e.g. building regulations, cleaning, fire safety, storage of equipment etc.

c) Organise membership publicity and documentation and the recruitment and induction of new Members.

8. The Secretary shall:

a) With the Commodore set the agendas for Club meetings and organise: publicity for, holding of, and recording of those meetings.

b) conduct the correspondence of the Club, in particular that with agencies such as local councils, the RYA, suppliers, and sponsors/funders.

c) keep an up to date archive of all Club documents, including copies of the membership database, leases, financial agreements and insurance policies

d) be responsible for keeping full minutes of all meetings of the Club, which shall be confirmed and signed by the appropriate Chairman upon the agreement of the Committee at the next meeting of the Club Committee.

e) establish contact with the Club’s legal adviser, if there is one, to ensure that the Club’s affairs are managed in accordance with current law.

9. The Treasurer shall:

a) cause such books of account to be kept as are necessary to give a true and fair view of the state of the finances of the Club.

b) administer such insurance policy/policies as may be needed fully to protect the interests of the Club and provide indemnity for its Officers, Trustees and Members.

c) cause all returns as may be required by law in relation to such accounts to be rendered at the due time.

d) prepare an annual balance sheet in time for the last Committee meeting before the Annual General Meeting and cause such balance sheet to be audited at least once annually and shall cause the same to be exhibited in the Club premises at least 14 days before the date of an Annual General Meeting.

e) brief the Committee on the current and projected state of the Club’s finances and risks, and advise on which appropriate financial decisions need to be made.

f) maintain the current database of Members’ names, addresses and contact details, membership goups, ages and craft used at Sully.

g) act as the Club’s correspondent and agent in dealings with the HMRC.

10. The Appointed Auditors shall:

a) be appointed by the Committee in each year.

b) audit the accounts of the Club when called upon so to do and give such certificate of assurance as to the accuracy of the said accounts as shall be required by law or by the committee

c) if the auditors are unwilling or unable to act, inform the Committee who shall appoint a substitute to hold office until the termination of the next Annual General Meeting.

Section 3: Membership

11. a. Membership of the club shall be open, and not unreasonably restricted on grounds of age, disability, ethnicity or nationality, sex or sexual orientation, religion or other beliefs, to any person in the area who is prepared to accept and support the objectives of the Club.

b) The Committee, acting on behalf of the Club, may refuse membership, or expel from membership, only for good and sufficient cause, such as conduct or character likely to bring the Club or sport into disrepute. Appeal against such a decision may be made to the entire Club membership and decided by a majority vote.

12. Application for membership: an application for membership shall be in the form from time to time prescribed by the Committee and shall include the name, address, date of birth and occupation of the candidate.

13. The election of all classes of Members is vested in the Committee and shall be by a simple majority vote of those Committee Members present and voting at the relevant meeting of the Committee. The Vice-Commodore shall inform each candidate in writing of the candidate’s election or non-election. He shall furnish an elected candidate with a copy of the Constitution of the Club and make request for such payments as are necessary.

Rights and benefits of Members

14. There shall be the following categories of membership. The rights and privileges of each category of Members are as defined below.

A. An Ordinary Adult Member is a person who is 18 years of age or over but less than 65 years of age at the start of the current calendar year. An Ordinary Adult Member shall have the right to one vote at any Club General meeting.

B. Senior Member is a person who is 65 years of age or over at the start of the current calendar year. A Senior Member shall have the right to one vote at any Club General meeting.

C. a Student Member is a person who is 18 years of age or over at the start of the current calendar year and in full time education. A Student Member shall have the right to one vote at any Club General meeting.

D. a Youth Member is a person who is under 18 years of age at the start of the current calendar year. A Youth Member shall have no right to vote in any Club meeting, but shall be entitled to elect from amongst the Club’s Youth Membership two representatives who shall have the right to vote at any Club General meeting, and sit on the Committee.

E. an Honorary Member is a person who shall be nominated and elected in the manner described in Clause 46. An Honorary Member shall have no right to vote at any Club meeting.

F. a Family Member: which expression shall include one or two persons who are 18 years of age or over from the same household and any of their children or grandchildren under 18 years of age at the start of the current calendar year. The family unit shall have the right to one vote at any Club General meeting exercisable by either person 18 years or over at the start of the calendar year.

G. a Group Member is a person representing an organisation whose membership may be entitled to use Club facilities as agreed by the Committee. Each Group shall have the right to one vote per Group at any Club General meeting.

H. an Associate Member is a person who does not propose to use the facilities of the Club to engage in sailing on a regular basis but who wishes to be associated with the Club and play a part in certain functions carried out by the Club, those functions to be determined from time to time by the Committee. An Associate Member shall have no right to vote at any Club meeting.

15. Club Members shall be entitled to use the Club’s sailing boats, safety equipment, premises, and services, on a non-discriminatory first-come first-served basis, subject to the needs of safety and quantity of facilities. Ordinary, Senior, Student, Youth, Honorary and Family Members shall have full use of all the Club facilities. A Group Member shall have the rights as defined in Paragraph 14G and an Associate Member shall have the rights as defined in Paragraph 14H.

16. A Temporary Member (which expression may include members of another RYA affiliated club or organisation) shall have the full use of the Club facilities but: a) shall have no right to enter Club races or regattas unless specifically authorised by a Committee Member.

b) shall have no right to introduce visitors to the Club or the facilities thereof.

c) shall have no right to take any part in the management of the Club.

d) is deemed to have notice of and implicitly undertakes to comply, as if he/she were a Member of the Club, with the Club Constitution, Rules, policies procedures and instructions in so far as those may be deemed to apply to such a Temporary Member.

e) shall be liable to expulsion from the Club premises or prohibited from using the Club facilities if, in the opinion of a Committee Member, he or she shall not have reasonablycomplied with the above conditions.

Costs and responsibilities of Members

17. Upon election, a candidate shall pay, within one calendar month, such fees as shall be requested. In default of such payment, the election shall be void unless sufficient cause for the delay be shown.

18. The rate of Subscription Fee for each category of membership shall conform to the requirements of CASC status and be proposed by the Committee to the Members at the Annual General Meeting in each year. Any proposed changes shall be approved by a majority of those present and entitled to vote and shall become operative with immediate effect. The current rate of membership fees shall be displayed prominently on the Club Website.

19. Members shall also pay the following annual payments:

a) an annual Compound / Club boat fee of such a sum as the Committee shall from time to time prescribe which shall entitle a Member to a space in the Club’s compound for one of their own boats, and/or free use of the Club’s boats during that year. Each additional Member’s, boat shall incur an additional fee. These fees shall apply for the year or any part thereof.

b) All Members shall pay their first annual subscription upon election to the Club and thereafter on the first day of the Club’s financial year each year; provided that a Member elected after the first day of September in any year shall pay half the annual subscription applicable for that year and that a Member elected after the first day of November in any year shall not be required to pay any subscription in respect of the year of election, but shall pay on election the Annual Subscription in respect of the year following election.

20. Every Member shall furnish the Treasurer with an up-to-date address which shall be recorded in the Database of Members and any notice sent to such address shall be deemed to have been duly delivered.

21. A Member who, for any reason anticipates inability to use the Club or its facilities for the whole of any one year may be excused payment of the annual subscription (but not compound boat storage fees if one or more boats are kept in the compound by the Member) provided that notice in writing is given to the Secretary before the first day of the last month of the Club’s financial year. A Member wishing to be reinstated during the year in question shall pay such portion of the annual subscription, as the committee shall decide.

22. A Member desirous of retiring from membership shall give notice in writing to the Secretary before the last day of the penultimate month of the Club year and shall not then be liable to pay the subscription for the following year.

23. The Committee may cancel, without notice being given, the membership of any Member whose annual subscription and other annual fees are more than six months in arrears from the due date of annual subscriptions on January 1st provided that the Committee may, at its discretion, reinstate such Member upon payment of arrears. No Member whose annual payments are in arrears may from May 1st enter any Club event or regatta nor vote at any meeting.

Conduct and responsibilities of Members

24. Risk and responsibility

Members of the Club, their guests or visitors may use the Club premises, and any other facilities of the Club, and participate in Club activities at their own risk and by doing so they [i.e. Members, guests and visitors] accept and acknowledge that:

a) Sailing is by its nature an unpredictable sport and therefore inherently involves an element of risk and Members, guests and visitors accept responsibility for exposing themselves to such inherent risks

b) They will comply at all times with the Club Constitution, Rules, policies procedures and instructions, and decisions made in respect of those provisions by Officers Of The Day or other Club Officers

c) They accept responsibility for any injury, damage or loss to the extent caused by their negligence

d) They will not participate in Club activities whilst their abilities are impaired by alcohol or drugs or whilst otherwise unfit to participate

e) The provision of patrol boat cover is limited to such assistance as can be practically provided in the circumstances.

25. Every Member, upon election and thereafter, is deemed to have notice of, and by implication undertakes to comply with, the Club Constitution, Rules, policies procedures and instructions and decisions made in respect of those provisions by Officers Of The Day or other Club Officers. Any 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, such as being likely to bring the Club or sport into disrepute, shall render a Member liable to expulsion by the Committee. PROVIDED THAT before expelling a Member, the Committee shall call upon such Member for a written explanation of the Member’s conduct and shall give the Member full opportunity of making explanation to the Committee, or of resigning. A resolution to expel a Member shall be carried by a simple majority vote by those Members, who must form at least a quorum, of the Committee present and voting on the resolution.

26 Members are required to possess third party insurance in respect of each of their boats kept on or using club premises, such insurance to be of at least the minimum sum determined from time to time by the Committee and notified to all Members in the Rules of the Club.

27. Members shall ensure that names of all guests sailing with them are entered in the Club logbook. Members shall be entitled to ten “guest days” per year. Use of the Club’s boats by guests shall be at the discretion of the Officer of The Day and Club Members shall take precedence. Members are held solely and completely responsible for the conduct and safety at sea of their guests.

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

29. A Member shall not cause any communication in whatever form to be exhibited on Club notice boards or premises without permission of an Officer of the Committee.

30 Complaints of any nature relating to the management of the Club premises shall be addressed in writing to the Secretary.

Section 4a: The Committee

31. The Committee shall consist of the Officers and not less than four nor more than ten Members with a voting right as defined in Clause 14 elected at the Annual General Meeting each year to hold office until the termination of the next following Annual General Meeting.

32. Candidates for election to the Committee shall be Members with a voting right as defined in Clause 14 whose nominations (duly proposed and seconded by Members with a voting right as defined in Clause 14 with their consent) shall be made at or before the Annual General Meeting of the Club. Nominations made before the Annual General Meeting shall be made in writing to the Secretary and shall contain the names of the Proposer and Seconder and the signature of the Candidate indicating acceptance of the nomination.

33 If the number of candidates for election to Committee exceeds the number of Members required to fill the total number of vacancies a secret ballot shall be held at the Annual General Meeting, the votes cast for each candidate being announced in descending order until a sufficient number of successful candidates have been arrived at. In the case of an equal number of votes being cast for candidates at the lower margin of number of votes cast, a further ballot shall be held to determine which candidate is to be successful. In the event of a further tie, the candidate with the greatest number of votes shall have the casting vote. In the event that the number of nominated candidates does not exceed the total number required, those nominated shall be deemed to be elected as Members of the Committee. In the latter case, further Members of the Committee may, with the agreement of the Member concerned, be co-opted at the discretion of the Committee at any time. The Committee may co-opt a Youth Member as a Member of the Committee at any time.

34 The Committee shall meet normally every month making such arrangements as to the conduct, place of assembly and holding of such meetings as it may wish. The Commodore or in his absence the vice-Commodore shall preside. In the absence of both a Chairman may be elected by those present for that meeting only. Any Committee Member who fails to attend more than three consecutive Committee meetings without good reason will be deemed to have relinquished their office.

35 Voting (except in the case of a resolution relating to the expulsion of a Member) shall be a show of hands. In the case of equality of votes, the Commodore or Chairman shall have a second and casting vote.

36. Five Committee Members personally present shall form a quorum of the Committee.

Section 4b: Powers of the Committee

37. The Committee shall conduct and manage the affairs of the Club according to the Constitution and Rules, Policies, Procedures and instructions of the Club and shall cause the funds of the Club to be applied solely to the objectives of the Club.

38 The Committee shall make such Rules, Policies, Procedures and instructions as it shall from time to time think fit and shall cause the same to be exhibited in the Club premises for fourteen days before the date of implementation.

39 The Club’s Rules (also known as Standard Operating Procedures) may only be created, amended or repealed by a majority vote at a Committee meeting at which at least two thirds of the Committee are present, or exceptionally by a majority vote of Members at an Annual or Extraordinary General Meeting.

40 The Committee shall appoint such sub-committees as it may deem necessary and may delegate such of its powers as it may consider fit upon such terms and conditions as deemed expedient and/or required by law. Such sub-committees may consist of any Members of the Club as considered appropriate by the Committee and Officers of the Club shall be ex-officio Members of all sub-committees.

41 The Committee may appoint ordinary Members of the Committee to special roles with particular duties either free-standing or as delegations of Officers’ duties.

42 The Committee may, in order to strengthen its abilities with additional specific knowledge or resources, co-opt to the Committee up to two Club Members, such co-opted Members to retain Committee membership until the next Annual General Meeting.

43 A Member of the Committee, of a sub-committee or any Officer or Trustee of the club, in transacting business for the Club, shall disclose to third parties that he/she is so acting.

44 Any person or persons delegated by the Committee to act for the Club or its Members shall enter into contracts only so far as expressly authorised, or authorised by implication, by the Members. No one shall, without the express authority of the membership in General Meeting, pledge the credit of the membership. Any two Club Officers shall sign all cheques in respect of payment made on behalf of the Club.

45 In pursuance of the authority vested in the Committee by Members of the Club, Members of the Committee are entitled to be indemnified by the Members of the Club against any liabilities properly incurred by them or any one of them on behalf of the Club wherever the contract is of a duly authorised nature or could be assumed to be of a duly authorised nature and entered into on behalf of the Club. The limit of a Member’s indemnity in this respect shall be a sum equal to one year’s subscription at the then current rate for that category of membership unless the Committee has been authorised to exceed such limit by a General meeting of the Club.

46 The Committee may nominate for election at an Annual General Meeting such Honorary Members as the Committee may think fit. The total of such Honorary Members shall not at any time exceed five percent of the total number of Members. The election of Honorary Members shall be put to the vote at the Annual General Meeting each year and such Honorary Members shall be duly elected if two thirds of those present and entitled to vote, vote in favour.

47 A member of any club affiliated to the RYA may be authorised to use the premises of the Club by any member of the Committee of the Club. Such authorisation shall specify between which dates (not being more than fourteen days apart) the said person may so use the premises. A fee may be charged.

Section 5: Trustees

48 There shall be at least three Trustees of the Club who shall be appointed from time to time as necessary by the Committee of the Club from among Members with a voting right as defined in Clause 14 who are willing to be so appointed.

49 A Trustee shall hold office for a term of three years which shall be renewable, or until he or she shall resign by notice in writing given to the Committee or until a resolution removing him/her from office shall be passed at a meeting of the Committee by a majority comprising two-thirds of the Members present and entitled to vote.

50 All the property of the Club including land and investments, shall be held by the Trustees for the time being in their own names so far as it is necessary and practicable, on trust for the use and benefit of the Club. In the event of the death, resignation, or removal from office of a Trustee, the Committee shall nominate a new Trustee in his /her place, and shall as soon as possible thereafter take all lawful and practicable steps to procure the vesting of all Club property into the names of the Trustees as constituted after such nomination. For the purpose of giving effect to any such nomination, the Secretary for the time being is hereby nominated as the person to appoint new Trustees of the Club within the meaning of Section 36 of the Trustee Act 1925 and he/she shall by Deed duly appoint the person or persons so nominated by the Committee.

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

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

53 Should the assets of the Club be insufficient to satisfy such liability, costs, expenses or payments the Trustees shall be entitled to a personal indemnity from the Members of the Club. The limit of any Member’s indemnity in this respect shall be a sum equal to one year’s subscription at the then current rate of that category of membership unless the Trustees have been authorised to exceed such limit by a General Meeting of the Club.

Section 6: Meetings of the Club

54 An Annual General Meeting of the Club shall be held each year in the month of March on a date to be fixed by the Committee. The Secretary shall at least twenty-one days before the date of such meeting or of any General Meeting as hereinafter mentioned, post or deliver or email to each Member notice thereof and of the business to be brought forward thereat.

55 No business, except the passing of the accounts and the election of the Committee and appointment of Auditors and any business that the Committee may order to be inserted in the notice convening the meeting, shall be discussed at an AGM unless notice thereof be given in writing by a Member entitled to vote to the Secretary at least fourteen days before the date of the Annual General Meeting.

56 The Committee may at any time, upon giving twenty-one days’ notice in writing, call an Extraordinary General Meeting of the Club for any special business, the nature of which shall be stated in the summons convening the meeting, and the discussion at such meeting shall be confined to the business stated in the notice sent to Members.

57 The Committee shall similarly call an Extraordinary General Meeting upon a written request addressed to the Secretary by at least 5 Members with a voting right as defined in Clause 14. The discussion at such meeting shall be confined to the business stated in the notice sent to Members.

58 At every Meeting of the Club, the Commodore or in his/her absence the Vice-commodore or other chairman elected by the Members present shall preside. Five Members entitled to vote and personally present shall form a quorum at any meeting of the Club.

59 Members with a voting right as defined in Clause 14 may vote at any meeting of the Club, together with two Youth section representatives elected by fellow Youth section Members. Other members may attend and speak but are not entitled to vote.

60 Voting shall be by a show of hands except upon the election of Members of the Committee when the number of candidates exceeds the number of vacancies. In that case a secret ballot shall be held at the Meeting.

61 In the case of an equality of votes the Commodore or Chairman shall have a second or casting vote, on any matter other than the election of Members of the Committee.

Section 7: Dissolution of the Club

62 In the event of the dissolution of the Club, any assets remaining after the satisfaction of all its debts and liabilities shall not be paid to or distributed among the Members of the Club. The Trustees of the Club shall decide how the assets shall be given or transferred to one or more of the following approved sporting or charitable bodies;

1) A registered charity

2) Another club which is a registered CASC

3) The sport’s national governing body for use by them for related Community sports.

Section 8: Miscellaneous

63 In addition to the powers given to the Committee under clause 24 hereof if, at any time, any fees payable to the Club by any Member or former Member shall be six months in arrears and a boat and/or equipment the property of a Member or former Member remains upon the Club premises, the Committee may –

a) Move the vessel to any other part of the compound without being liable for any loss or damage to the vessel howsoever caused;

b) Give one month’s notice in writing by recorded delivery letter to the Member or former Member at his/her last known address as shown in the Club records and thereafter sell the vessel and deduct any monies due to the club (whether by way of arrears of subscription or annual payments, dinghy parking fees or otherwise) from the net proceeds of sale before accounting for the balance (if any) to the Member or former Member.

c) If the vessel is in such condition as to make it unfit for sale, after giving notice in writing as aforesaid, dispose of the vessel in any manner the Committee may think fit and deem the cost of doing so and any arrears as aforesaid to be a debt owing to the Club by the Member or former Member;

PROVIDED ALWAYS THAT: Proper evidence is available to show that all reasonable steps have been taken to trace the Member or former Member and that when and if the vessel is sold the proceeds of sale (less any indebtedness by the Member or former Member to the Club) shall be placed upon Bank deposit account and retained against the eventuality of a claim by the owner (whether he/she be the said Member or former Member or otherwise) for a period of six years.