ARTICLES OF ASSOCIATION
COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
WESTON BAY YACHT CLUB
means the Companies Act 1985 including any statutory modification or re-enactment of it for the time being in force
means Weston Bay Yacht Club Limited
means the secretary of the Club or any other person appointed to perform the duties of the secretary of the Club, including a joint, assistant or deputy secretary
means the officers of the Club from time to time in accordance with the provisions of Article 24
Unless the context otherwise requires, words and expressions contained in these Articles bear the same meaning as in the Act but excluding any statutory modification not in force when these Articles become binding on the Club.
The Club is established for the purposes expressed in the Memorandum of Association.
3.1 - The number of members with which the Club proposes to be registered is two hundred but the directors may, whenever the business of the Club requires it, authorise an increase of members.
3.2 - Everyone who is interested in boating, sailing and associated activities (whether a yacht owner or not) members of their families and persons interested in yachting are eligible to be elected a member of the Club subject to compliance with the other provisions of these Articles and any Bye laws of the Club in force from time to time.
3.3 - The first members of the Club are the signatories to the Memorandum of Association and these Articles and every person who at the date of incorporation of the Club had paid an entrance fee to, and was a member of, the unincorporated Club known as Weston Bay Yacht Club referred to in paragraph 3.1 of the Memorandum of Association, and who, on or before 31st January 2002, or during such extended period as the directors may determine, signs and delivers to the secretary of the Club the form of membership prescribed by the directors.
3.4 - The classes of membership shall be as follows:-
3.4.1 - Full membership (including the spouse or partner of a Full member)
3.4.2 - Retired membership (aged 65 and over and including the spouse or partner of a Retired member) .New members cannot have Retired membership until at least 5 years of Full membership have been fulfilled.
3.4.3. Intermediate membership (aged 18-25) (including the spouse or partner of an Intermediate member)
4. Proposal of Members
4.1 - Except as provided in Articles 3.3, 6 and 7, every candidate for membership of the Club must be proposed by one member of the Club and seconded by another member of the Club, to both of whom the candidate must be personally known and who are responsible for his eligibility.
4.2 - The application for a membership of every candidate must be in writing, signed by the candidate and his proposer and seconder, and must be in the form that the directors from time to time prescribe.
4.3 - The proposer of a new member shall be responsible for introducing him or her to the Flag Officers and other members of the Club.
5.1 - The annual and other subscriptions and entrance fee (if any) payable by members of the Club shall be due and payable on 1st May and are to be such as the General Committee shall from time to time determine and as shall be ratified by ordinary resolution of the Company in General Meeting.
5.2 - The General Committee may provide either generally or as respects any particular member for payment of annual subscription by instalments.
5.3 - There shall be an entrance fee payable on election for memberships, m the case of former Full members rejoining the entrance fee shall be subject to the discretion of the General Committee.
6. Honorary Life Members
6.1 - On the recommendation of the directors any person (whether a member of the Club or not) may, at any general meeting of the Club, be elected an honorary life member of the Club without any special payment for such life membership.
6.2 - A two thirds' majority of those present and entitled to vote is necessary for election of an honorary life member.
6.3 - Every Honorary life member is entitled to all the privileges and subject to all the duties of a Full member of the Club during his life (subject, nevertheless, to the provisions of Article 12) without any further payment, annual or otherwise, except in respect of his guarantee contained in Clause 5 of the Memorandum of Association.
6.4 - The spouse or partner of an Honorary member shall be entitled to membership on the same terms.
7. Temporary and Social Membership
The General Committee may upon such terms and subject to such regulations as they may from time to time deem advisable, elect as members of the Club:-
7.1 - Persons who are visiting or temporary residents of, Weston Super Mare ("Temporary members") provided that such Temporary members shall be elected or re-elected for a period that shall not exceed an aggregate of 30 days in any calendar year.
7.2 - Persons who may avail themselves of all the amenities of the Clubhouse and premises but are not entitled to use the sailing or yachting facilities of the Club at any time ("Social members").
7.3 - Honorary members who are elected at the Annual General Meeting
8. Election of Members
8.1 - The Secretary shall cause the application form referred to in Article 4.2 to be exhibited on the Club notice board for a period of fourteen days prior to a meeting of the General Committee at which the application shall be considered. Until the candidate is elected as a member he or she shall .not be able entitled to any of the privileges of. the Club, except as a bona fide guest. Candidates for membership shall be elected by the decision of a simple majority of the General Committee at its sole discretion.
8.2 - Newly elected members shall pay. the relevant entrance fee, plus a pro-rata subscription from the date of election to the following 30th April.
9. Rights of Members
9.1 - Subject to the express orovisions of these Articles and to the Memorandum, and to any Bye laws made by the General Committee as provided below for the time being in force, all members of the Club are entitled at all times to use all premises and property of the Club in common, and to be supplied, at such charges as the General Committee may from time to time determine, with
whatever meals, refreshments and things are provided by the Club for the use of its members.
9.2 - Subject to the provisions of these Articles every member is entitled to all the rights and subject to all the duties of a member of the Club provided that members do not have the right to nominate or to be elected as officers or directors of the Club or to vote at general meetings of the Club.
10. Notice of Resignation
Any member wishing to resign his membership of the Club must give notice in writing of his intention to do so, addressed to the secretary and deposited at the registered office of the Club , before 1st April in any year, failing which the member must pay the subscription for the next year.
11. Non-payment of Subscription
11.1 - Any member whose annual subscription is unpaid on 31st May ceases to be a member of the Club and forfeits all right in and claim upon the Club and its property unless the directors suspend the operation of this provision, which they may do as regards any particular member on such terms as they determine at their discretion
11.2 - Where the directors have resolved in accordance with Article 5 that the subscription of any particular member may be paid in instalments, this Article applies to non-payment of any instalment, substituting the due date of the instalment for 3st May
12. Expulsion or Suspension of Members
12.1 - If the conduct of any member is in the opinion of the General Committee contrary the Bye laws of the Club or injurious to the character of the Club or objectionable in any respect, that member may be required by the General Committee to resign. If he does not resign within one week, the member may (after he has been given the opportunity to justify or explain his conduct at a meeting of the General Committee held on not less that seven days notice in writing to the relevant member such notice to contain particulars of the complaint made) be expelled by resolution of two thirds of the General Committee then present and then ceases to be a member of the Club, and all sums that have been paid by the member are forfeited. In the event of any complaint being made against a member, : a Sub-Committee of three shall be appointed by the General Committee to investigate the complaint and report back to the General Committee.
12.2 - A member expelled under this Article may appeal by giving written notice of appeal to the secretary within 10 days from the posting of the notice of expulsion.
12.3 - Under receipt of a notice of appeal an extraordinary meeting must be convened within 14 days and, if that meeting passes an extraordinary resolution rescinding the expulsion, then the member must be reinstated as from the date of the resolution.
12.4 - If any member is convicted on indictment of any criminal offence or is adjudged a bankrupt or makes any composition or arrangements with his creditors or, being engaged in any profession, is prohibited by the disciplinary body of that profession from continuing to practice that member ipso, facto ceases to be a member of the Club but any person so ceasing to be a member may re-admitted to membership by the directors at their discretion.
12.5 - Any member and all relevant Family Members of such a member expelled in accordance with these Articles, or otherwise ceasing to be a member of the Club, forfeits all right to or claim upon the Club or its property or funds or any return of fees paid and remains liable for any outstanding fees or charges due from him at the date of expulsion or cessation.
13. Rights of Members Personal
The rights of a member as such are personal and are not transferable and cease upon the members death.
14. Annual General Meeting
14.1 - The Club shall hold a General Meeting in October of each year as its Annual General Meeting in addition to any other meetings in that year, and must specify the meeting as the Annual General Meeting in the notices calling it.
14.2 - The Annual General Meeting shall be held at such time and place as the General Committee determines.
14.3 - Any member wishing to have business raised at the Annual General. Meeting shall notify the Secretary and give details in writing no later than I" August in each year.
14.4 - Amendments will be accepted in writing up to 10 days prior to the meeting and will be published on the Club notice board for a period of not less than 7 days. The Chairman may, at his sole discretion, accept minor amendments from the floor for matters relating to items on the published agenda.
15. Extraordinary General Meetings
15.1 - All general meetings other than Annual General Meeting must be called Extraordinary General meeting
15.2 - The General Committee may, whenever it thinks fit, and must on a requisition made in writing by at . least 12 Full members or Full members representing not less than one-fifth of the total voting rights of all the Full members having at the date of deposit of the requisition a right to vote at General Meetings, whichever is the lesser, convene an Extraordinary General Meeting.
15.3 - Any requisition made by the members must state the object of the meeting proposed to be called, and must be signed by the requisitionist and deposited at the registered office of the Club.
15.4 - On receipt of the requisition the General Committee must immediately proceed to convene an extraordinary General Meeting.
15.5 - If the General Committee does not proceed to call a meeting within 21 days from the date of the deposit of the requisition, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may convene such a meeting.
16. Notice of Meetings
Accidental omission to give notice of any meeting to or non-receipt of such notice by any member does not invalidate the proceedings at that meeting.
16.1 - At least 21 days notice shall be given of any General Meeting and the business of the meeting shall be included with the notice.
17.1 - No business may be transacted at any meeting unless a quorum is present
17.2 - Save otherwise provided in these Articles six members personally present is a quorum.
17.3 - If within half an hour from the time appointed for the meeting a quorum of members is not present, or, if during a meeting such a quorum ceases to be present:
17.3.1. - If the meeting was convened on the requisition of members, it must be dissolved.
17.3.2. - In any other case the meeting stands adjourned to the same day in the next week at the same time and place or to such time and place as the General Committee may determine and, if at the adjourned meeting a quorum of members is not present within half an hour of the time appointed for the meeting, the members present may form a quorum.
18.1 - The President, and failing him the Commodore or Vice-Commodore must preside as Chairman at every General Meeting of the Club.
18.2 - If there is no such Chairman, or, if at any meeting he is not present within 15 minutes of the time of holding the meeting, the members present may elect one of their number who is a member of the General Committee to be Chairman of the meeting.
18.3 - If there is no such members of the General Committee present, then the members may elect any one of the their number to be Chairman of the meeting.
19.1 - The Chaimian may, with the consent of a meeting at which a quorum is present (and must if so directed by the meeting), adjourn the meeting from time to time and from place to place.
19.2 - No business may be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.
20. Passing of Resolutions
20.1 - At any General Meeting:
20.1.1. - a declaration by the Chairman that a Resolution has been carried, or carried unanimously, or carried by a particular majority, or lost, or not carried by a particular majority, and
20.1.2. - an entry to that effect in the book of proceedings of the Club is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the Resolution, unless a poll is demanded by the Chairman or by at least two members having the right to vote at the meeting or by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
20.2 - If a poll is demanded in the above manner, it must be taken in such manner as the Chairman directs, and the result of the poll is deemed to be the resolution of the meeting at which the poll was demanded.
21. Voting Rights
21.1 - Every member of the Club may attend General Meetings of the Club but only Full, Retired and Intermediate and Honorary Life members may vote at such meetings.
21.2 - No member may vote at any meeting unless all the money then due from the member to the Club has been paid.
21.3 - Every member of the Club entitled to vote has one vote and no more. In case of equality of votes, the Resolution shall be deemed not to have been passed.
21.4 - The Chairman shall not have a second or casting vote.
22. Proxy Voting
22.1 - On a poll, votes may be given either personally or by proxy.
22.2 - A proxy must be appointed in writing under the hand of the appointer.
22.3 - The instrument appointing a proxy must be deposited at the registered office of the Club not less than 48 hours before the time of holding the meeting at which the person named in such instrument to'vote.
Any instrument appointing a proxy shall be in the following form:
Weston Bay Yacht Club Limited
[I or We], [name] of [address], being [a member or members] of the above named Club, appoint [name] of [address], or, failing him, [name] of [address], as [my or our] proxy to vote in [my or our] name[s] and on [my or our] behalf at the [annual or extraordinary] General Meeting of the Club to be held on [date] and at any adjournment.
Signature(s) of member(s) Or such other form as the General Committee shall from time to time determine.
23.1 - The Directors of the Club shall be President, Commodore, Vice Commodore, Rear Commodore and the Chairman of the Moorings Sub-Committee. The Commodore, Vice Commodore and Rear Commodore shall be Flag Officers and shall be ex-officio members of all Committees.
23.2 - If any person holds more than one of the offices referred to under Article 24.1 another person shall
be appointed as a Director of the Club.
23.3 - Each Director shall be a Full or Retired or Intermediate member of the Club
24. General Committee
24.1 - The General Committee shall consist of the Directors, Honorary Secretary, Honorary
Treasurer, Honorary Race Officer (provided that if the Race Officer is unable to attend a meeting of the General Committee he shall appoint the Honorary Sailing Secretary or other member of the Sailing Committee to attend in his place), Honorary Bar Officer, Honorary Membership Secretary and Social Secretary. The General Committee as constituted from time to time shall have the power to co-opt additional members to the Committee.
24.2 - Each member of the General Committee shall be a Full or Retired or Intermediate member of the Club.
25.1 - No Director or Officer of the Club may receive any remuneration for his services in the capacity of Director or Officer but nothing contained in these Articles is to prohibit payment by the Club of any sum to the Secretary for clerical or other assistance.
26. Age Limits
26.1 - There is no age limit for Directors and accordingly Section 293(2) - (6) of the Act does not apply to the Club.
27. Retirement of Directors and Officers
27.1 - No Director or Officer shall be required to retire by rotation
28. Election of Officers
Subject to the other provisions of these Articles, the election of members of the General Committee other than the Secretary and other Directors of the Club, must take place in the following manner:
28.1 - Any two Full members may nominate any other Full member to serve as an Officer or other Director of the Club, having previously received his assent.
28.2 - The name of each member so nominated, together with the written consent of the candidate names of his proposer and seconder, must be sent in writing signed by all three of them to the Honorary Secretary at least 21 days before the Annual General Meeting.
28.3 - Balloting lists must be prepared (if necessary) containing the names of the candidates only in alphabetical order.
28.4 - Each member present at the Annual General Meeting and qualified to vote may vote for any number
of candidates not exceeding the number of vacancies.
28.5 - If insufficient candidates are nominated, the Directors may co-opt a Full member or members to fill the remaining vacancy or vacancies.
28.6 - If any candidate declines to serve after being elected, the candidate -who has the next largest number of votes must be deemed to be elected.
28.7- If two or more candidates obtain an equal number of votes, the Directors must select by lot from such candidates the candidate or candidates who is or are to be elected.
29. Appointment of Secretary
29.1 - The Secretary of the Company must be appointed by the Directors for such term, at such remuneration and upon such conditions as they think fit.
29.2 - The Directors may terminate the. Secretary's appointment and fill the vacancy in the office.
30. Casual Vacancies
30.1 - All casual vacancies arising amongst the Directors or Officers of the Club must be filled by the Directors.
30.2 - Any Director or Officer (other than the Secretary) appointed to fill a casual vacancy must retire at the following Annual General Meeting.
31. Removal of Directors
The office of Director is vacated if :-
31.1 - His membership of the Club is terminated in accordance with Article 12.4;
31.2 - He absents himself from meetings of the Directors for a continuous period of three calendar months without special leave of absence from the other Directors or
31.2 - he gives the Directors one calendar month's notice in writing that he resigns his office or
31.3 - he removed by Extraordinary Resolution at a General Meeting of the Club
32. Proceedings of General Committee and other Committees.
32.1 - A quorum for a meeting of the General Committee shall be not less than six members of the General Committee including at least one Flag Officer, and for all other Committees not less than three members
32.2 - If any member of a Committee (other than the General Committee) is absent from three consecutive meetings without good cause accepted by the Chairman of the relevant meeting such person shall cease to be a member of that Committee..
32.3 - The General Committee shall have the power to fill a casual vacancy and to co-opt or appoint additional members to any Committee.
32.4 - The Honorary Secretary shall keep minutes of the proceedings of the General Committee and of General meetings, and other records of the Club, and the Honorary Treasurer shall keep such books of accounts as the General Committee may from time to time direct and as required by law. The Chairman of each meeting of each other Committee shall at the beginning of each meeting appoint a person to keep minutes.
32.5 - The General Committee and any Sub-Committee shall meet monthly.
33. Financial Arrangements
33.1 - The financial year of the Club shall run from, 1st April in each year. The account books shall be closed on 31' March and the Honorary Treasurer shall prepare the accounts for presentation to the members at the next following Annual General Meeting.
33.2 - All cheques in respect of payment made on behalf of the Club shall be signed jointly by any two of the Honorary Treasurer, the Commodore or Honorary Secretary.
33.3 - No payments for items of a capital nature shall be made from the bank current account, nor any financial commitments undertaken on behalf of the Club, without the sanction of the General Committee.
33.4 - No person shall at any time be entitled to receive at the expense of the Club (or any member thereof) any commission, percentage or similar payment, on or with reference to purchase of intoxicating liquor by the Club; nor shall any person directly or indirectly derive any pecuniary benefit from the supply of intoxicating liquor by or on behalf of the Club to members or guests, apart from any benefit accruing to the Club as a whole and apart from any benefit which a person derives directly or indirectly by reason of the supply giving rise to, or contributing to a general gain from the carrying on of the Club save where the General Committee has leased the operation of the bar to an individual or company in which case the foregoing provisions shall not apply to such lessee.
33.5 - No money or property of the Club or any gain arising from the carrying on of the Club shall be applied otherwise than for the benefit of the Club as a whole, or for some charitable benevolent purpose.
34.1 - The Directors of me Chib must ensure that proper books of accounts are kept in respect of:
34.1.1 - all sums of money received and expended by the Club and the matters in respect of which
the receipts and expenditure take place and;
34.1.2. - the assets and liabilities of the Club.
34.2 - The books of account must be kept at the registered office of the Club, or at such other place or places as the Directors think fit, and must always be open to the inspection of the Directors.
34.3 - The Directors must from time to time determine whether, and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Club, or any of them, are to be open to the inspection of members of the Club who are not Directors.
34.4 - No member who is not a Director has any right to inspect any account or book or document of the Club except as conferred by statute or authorised by the Directors.
35. Presentation of Accounts
35.1 - Once at least in every year the Directors must lay before the Club in General Meeting an account of income and expenditure for the period since the preceding account.
35.2 - A balance sheet must be made out in every year and laid before the Club in General Meeting, madi up to a date not more than eight months before such meeting.
35.3 - A copy of the balance sheet must be sent to, or made available to, the persons entitled to receive notices of General Meetings in the manner in which notices are to be given under these Articles 21 days prior to the meeting.
35.4 - Every account and balance sheet must be accompanied by a report from the Directors and the account, report and balance sheet must be signed by two directors and countersigned by thi Secretary.
36. Powers of Directors
36.1 - The Directors of the Club shall ensure:-
36.1.1 - that the club is run by the General and other committees in accordance with the law of thi land, the requirements of the Companies Act and the rules and bylaws of the club.
36.1.2 - that the club is run upon a sound financial basis and that all necessary accounts are kept and audited.
36.2 - The Directors may act notwithstanding vacancies.
36.3 - The Directors of the Club acting together with the General Committee may issue debentures; debenture stock, bonds, or obligations of the Club at any time, in any form manner, and for any amount, and may raise or borrow for the purposes of the Club any sum or sums of money either upon mortgage or charge of all or any of the property of the Club, whether present or future, or on bonds or debentures secured by trust deed or otherwise not secured as they may think fit.
37. Delegation and By-Laws
37.1 - The Directors of the Club may delegate any of their powers to a committee or committees appointed by the Directors.
37.2 to 37.4 - (have been deleted) as from AG.M. 2004.
37.5 - The directors of the Club acting together with the General Committee may from time to time make, alter and repeal any Bylaws considered necessary or convenient or expedient for the proper conduct and management of the club, and in particular, but not exclusively, may by such bylaws:
37.5.1 - regulate the terms and conditions upon which guests, children of members of the Club and visitors may use the premises and property ofthe Club
37.5.2 - fix the times of opening and closing the sailing facilities. Clubhouse, and premises of the Club or any part of them and the permitted hours for the supply of intoxicating liquor;
37.5.3 - promulgate the rules to be observed and the prizes or stakes to be played for by members of the Club playing any games on the premises ofthe Club;
37.5.4 - prohibit particular games on Ifae premises of the Club entirely or at any particular time or times;
37.5.5 - regulate the conduct of members of the Club in relation to one another and to the Club's staff,
37.5.6 - set aside ofthe whole or any part or parts ofthe Club's premises for gentlemen members, lady members or any other class or classes of members, at any particular time or -times, or for any particular purpose or purposes;
37.5.7 - impose fines for breach of any By-law or any of these Articles and
37.5.8 - regulate all matters that are commonly the subject of Club rules.
If the Club is wound up, whether voluntarily or otherwise, the liquidator may, with the sanction of an Extraordinary Resolution ofthe Club and any other sanction required by the Act:
38.1 - divide among the members in specie or in kind the whole or any part of the assets ofthe Club and
38.2 - vest the whole or any part ofthe assets ofthe Club in trustees upon such trusts for the benefit ofthe members as he, with the same sanction, determines.
39.1 - A notice may be given by the Club to any member personally, by sending it by post in a prepaid envelope addressed to the member at his registered address or by posting it in a conspicuous place in the clubroom of the Club.
39.2 - Where a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and is deemed to have been effected at the expiration of 48 hours after the envelope containing it was posted.
The headings in these articles do not form part of them or in any manner affect the interpretation or construction of them.
Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director, secretary, auditor or other officer of the Company is entitled to be indemnified by the Company against all losses and liabilities sustained or incurred by him in the execution of his duties or in the exercise of his powers or otherwise in connection with his oflicc, including am' liability incurred by him (a) in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or which are otherwise disposed of without any finding or admission of any material breach of duty on his part; or (b) in connection with any application in which relief is granted to him by the court from liability in respect of any act or omission done or alleged to be done by him as an officer or employee of the Company.
(Signatures of subscribers) Witnesses to the above signatures
(Signatures and address of witnesses)