Constitution & Rules
Constitution & Rules
1. The name of the Club is: Nantwich and Border Counties Sailing Club (hereinafter referred to as the Club)
2. Club Purposes
The purposes of the Club are to promote the amateur sport of Racing and Leisure Dinghy Sailing in Cheshire and surrounding Counties and community participation in the same.
3. Permitted Means of Advancing the Purposes
i) The Committee has the power to:
(a) Acquire and provide grounds, equipment, coaching, training and sailing facilities, clubhouse, transport, medical and related facilities.
(b) Provide coaching, training, medical treatment, and related social and other facilities.
(c) Take out any insurance for club, employees, contractors, members, guests and third parties.
(d) Raise funds by appeals, subscriptions, loans and charges.
(e) Borrow money and give security for the same, and open bank accounts.
(f) Buy, lease or licence property and sell, let or otherwise dispose of the same.
(g) Make grants and loans and give guarantees and provide other benefits.
(h) Set aside funds for special purposes or as reserves.
(i) Invest funds in any lawful manner.
(j) Employ and engage staff (including members) and others and remunerate them for providing goods and services on fair terms set by the committee without the person concerned being present.
(k) Co-operate with or affiliate to firstly any bodies regulating or organising the sport and secondly any club or body involved with it and thirdly with government and related agencies.
(l) Do all other things reasonably necessary to advance the club purposes.
(m) Indemnify the committee and members acting properly in the course of running the club against any liability in the proper running of the club (but only to the extent of its assets).
(n) The Committee may delegate any of their functions to sub-committees but must specify the scope of its activity and powers; the extent to which it can commit the funds of the Club; its membership; its duty to report back to the Committee.
i) The Committee may wind up any sub-committee at any time or change its mandate and operating terms.
ii) The committee may not use the property and funds of the Club for the direct or indirect private benefit of members other than as reasonably allowed by the Rules.
iii) Subject to these Rules the Committee shall have responsibility for the management of the Club, its funds, property and affairs. The committee will have due regard to the law on disability discrimination and child protection and none of the above powers may be used other than to advance the purposes consistently with the Rules below and the general law.
iv) The committee must make annual club reports and statements of account available for inspection by any member and allow all club records to be inspected by any Committee member.
v) The Committee shall publish the bye-laws in the club handbook and the club premises and may make such alterations and additions 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.
i) Membership of the Club shall be open to anyone interested in the sport on application regardless of sex, age, disability, ethnicity, nationality, sexual orientation, religion or other beliefs. However, limitation of membership according to available facilities is allowable on a non-discriminatory basis.
ii) The Club may have different classes of membership and subscription on a non-discriminatory and fair basis. The Club will keep subscriptions at levels that will not pose a significant obstacle to people participating.
iii) Every Member shall furnish the Membership Secretary with an up to date postal address and up to date email address where available, which shall be recorded in the Register of Members. Any notice sent to this address shall be deemed to have been duly delivered.
iv) There shall be the following categories of Membership with power to vote at all meetings of the club as indicated. The rights and privileges of each category of Member are as defined in the latest edition of the bye-laws of the club.
– A FULL MEMBER being a person who, on 1st January of the applicable year, is over the age of 21 shall have one vote.
– A FAMILY MEMBER which shall include one or two adult parents or legal partners as may be who shall be over the age of 18 on 1st January of the applicable year and all children (or grandchildren subject to committee approval) under eighteen years of age on 1st January of the applicable year (if any). Each parent or partner shall have one vote.
– A JUNIOR MEMBER being a person who, on 1st January of the applicable year, is under the age of 18 and shall have no vote
– A YOUNG MEMBER. being a person who, on 1st January of the applicable year, is over the age of eighteen and under the age of twenty-four. A young member shall have one vote.
– A STUDENT MEMBER being a person who has been a former member and is in full time education away from home and who joins as a student member subject to the discretion of the committee. Student members shall have one vote.
– GROUP MEMBERS (not individuals), who are not named but are part of a defined voluntary group with named adult organisers one of whom shall be a full or family member of the club. The committee may make such additional conditions as they consider appropriate for each group. The number of members to be agreed by the committee with the Group’s organisers and this total may not be exceeded by those attending on any one occasion.
– AN HONOURARY LIFE MEMBER who shall be nominated by the committee and elected at the Annual General Meeting and shall have one vote.
– AN ASSOCIATE MEMBER who shall be a non-sailing member and shall have no vote.
– A TEMPORARY MEMBER who shall have no vote.
v) No member whose annual payments are in arrears may enter any club races or regatta or use the club water or vote at any meeting.
vi) The Club Committee may refuse membership, or remove it, only for good cause such as breach of rules or bye-laws of the club or conduct or character likely to bring the Club or sport into disrepute. 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. Appeal against refusal or removal may be made to the members at a General Meeting.
5. Application for Membership
i) The election of all classes of members is vested in the Committee. All prospective members shall apply in writing in a form prescribed by the Committee. The completed application together with such entrance and other fees as shall be requested must be returned to the Membership Secretary whose name and address is given on the form.
ii) Applications shall be submitted to the next committee meeting for approval and once accepted members will be sent copies of the Club’s constitution, rules and bye-laws.
iii) Upon re-application by a past member, the committee may at its discretion excuse the payment of an Entrance Fee.
6. Membership Fees
i) The rate of Entrance, Subscription, and Boat fee for each category of membership shall be proposed by the Committee to the Members at the AGM in each year. Any proposed changes shall be approved by the majority of those present and entitled to vote and shall become operative on the first day of January in the following year. The current rate of Entrance and Subscription Fee shall be prominently displayed in the club premises.
ii) Members shall pay an annual subscription and boat fee of such amounts as the committee shall prescribe which shall entitle a member to sail his or her own boat on the water controlled by the club, and a space in the club’s boat park. These amounts are due on the first day of January each year. If a member has offered his resignation to the General or Membership Secretary in writing before 31st January of that year the subscription will be waived.
iii) A member elected after 31st May in any year shall pay such reduced annual subscription and other fees for that year as shall be decided by the committee.
iv) The Committee may cancel, without notice being given, the membership of any member whose annual subscription and other annual fees are more than three months in arrears and, if a vessel which is the property of such a member or a former member remains upon the club premises, the Committee may:
(a) Move the vessel to any other part of the club premises without being liable for any loss or damage to the vessel howsoever caused.
(b) Give two months’ notice in writing to the member or former member at his last known address as shown in the Club Register and thereafter sell the vessel and deduct any monies due to the club (whether by way of arrears of subscription or annual payments, dinghy park fees or otherwise) from the net proceeds of sale before accounting for the balance (if any) to the member or former member.
(c) Alternatively, if the vessel is unsaleable, 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 a member or former member and that when and if the vessel is sold and the proceeds of the sale (less any indebtedness by the member or former member to the club) shall be placed in the Club’s Bank accounts and retained against the eventuality of a claim by the owner (whether he be the said member or former member or otherwise) for a period of six years.
7. The Committee
7 A. ELECTION
The Committee shall be elected at the Annual General Meeting each year to hold office until the termination of the next following Annual General Meeting. Nominations of eligible members who are willing to serve on the committee should be proposed and seconded on the form displayed in the clubhouse or posted to the General Secretary at least thirty days before the AGM. The retiring committee may also make nominations. All committee members shall be eligible for re-election.
7 B. COMPOSITION
i) The Committee shall consist of the Officers (see Section 8), ex officio, and not less than four nor more than seven Full, Adult Family, or Junior members of the Club
ii) The Committee members may co-opt club members (up to the maximum permitted number) to serve until the end of the next AGM.
iii) Any Committee member may be re-elected or re-co-opted without limit.
iv) A Committee member ceases to be such if he or she ceases to be a member of the Club, resigns by written notice, or is removed by the Committee for good cause after the Member concerned has been given the chance of putting his/her case to the Committee (with the right of appeal to the Club members at a General Meeting), or is removed by club members at a General Meeting. The Committee shall fairly decide time limits and formalities for these steps. In the event that an Officer resigns from his position the Committee may appoint a replacement until the next AGM
7 C. PROCEDURE at COMMITTEE MEETINGS
I). The Committee shall meet at least every two months making such arrangements as to the conduct, place of assembly and holding of such meetings as it may wish. The Vice-Commodore or in his absence a Chairman nominated by the Vice-Commodore or else elected by those present shall preside.
ii) Whenever a Committee member has a personal interest in a matter to be discussed he/she must declare it, withdraw from that part of the meeting (unless asked to stay), not be counted in the quorum for that agenda item and withdraw during the vote and have no vote on the matter concerned.
iii) The Committee may decide its own way of operating. Unless it otherwise resolves the following rules apply:
(a) at least 7 members must be present for the meeting to be valid.
(b) committee meetings shall be held face to face.
(c) decisions shall be on a show of hands (except in the case of a resolution relating to the expulsion of a member) by a simple majority of those voting
(d) a resolution in writing signed by every Committee member shall be valid without a meeting.
(e) In the case of equality of votes the Chairman of the meeting shall have a casting vote.
The officers of the club shall be Full, Family or Junior members of the club and shall consist of a Commodore, a Vice-Commodore, a Rear-Commodore, a General Secretary, a Membership Secretary, an Honorary Treasurer, an RYA Principal, a Training Officer, a Sailing Captain, a Grants Officer, a Social Secretary and Fleet Captains.
Officers shall be elected at the Annual General Meeting in each year although where an officer is not elected at the AGM or a vacancy occurs due to retirement or other cause the committee may co-opt an Officer to serve until the next AGM. The Commodore shall hold office for up to two years and other Officers shall hold office for up to one year, retiring at the termination of the Annual General Meeting. All officers of the Club shall be eligible for re-election.
i) The Commodore is a position of honour rather than one of responsibility for the Club’s affairs. The Commodore’s only duties are to preside at the AGM and the social functions of the Club (or to delegate these duties to other members).
ii) The Vice-Commodore is the Chief executive and Chairman of the Committee.
iii) The General Secretary shall:
(a) Keep a register of Club member’s names and addresses.
(b) Conduct the Correspondence of the Club.
(c) Keep custody of all Club documents.
(d) Keep minutes of all meetings of the Club, the committee and sub-committees which shall be confirmed and signed by the appropriate chairmen upon the agreement of the Club, the committee or sub-committee at the next following meeting of the Club, the committee or sub-committee.
(e) Take legal advice as necessary to ensure that the club’s legal affairs are managed in accordance with current law.
iv) Membership Secretary shall:
1. Receive and process membership applications and renewals.
2. Maintain membership records.
3. Liase with the General Secretary and Treasurer
v) The Honorary Treasurer shall:
(a) Cause such books of accounts to be kept as are necessary to give a true and fair view of the state of the finances of the club.
(b) Cause all returns as may be required by law in relation to such accounts to be rendered at the due time.
(c) Prepare Annual Accounts as at 30th September in each year and cause such accounts to be audited at least annually and shall thereafter cause the same to be exhibited in the club premises at least 14 days before the date of the Annual General Meeting.
(d) Administer such insurance policy or policies as may be needed fully to protect the interests of the club, its officers and members.
vi) The Auditor shall:
(a) Be appointed at the annual general meeting in each year.
(b) Audit the accounts of the club when called upon to do so 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 unwilling or unable to act, inform the committee who shall appoint a substitute who shall hold office until the termination of the next Annual General Meeting.
PROCEEDURE at GENERAL MEETINGS
9.A) ALL GENERAL MEETINGS
i) All members may attend all general meetings of the Club in person.
ii) The quorum for all general meetings is 20 members present and entitled to vote.
iii) Except as otherwise provided in these Rules every resolution shall be decided on a show of hands by a simple majority of the votes cast by those entitled to vote except in the case of a resolution relating to the expulsion of a member when voting will be by ballot.
iv) In the case of an equality of votes where the motion may be decided on a simple majority the Chairman shall have a second or casting vote on any matter, other than the election of members of the Committee.
v) Formalities in connection with General Meetings (such as how to put down resolutions) shall be decided by the Committee and publicised to Club members.
vi) Members will discuss and vote on any resolution (whether about policy or to change the Rules) and deal with any other business which is detailed in the notice of the meeting.
vii) Adjournment of General Meeting
1.Should there not be a quorum at the start of the meeting the Chairman shall adjourn the meeting to a date no later than four weeks ahead and inform all those present of the date when the meeting will be reconvened. At this meeting the quorum will be 10 people present and entitled to vote.
2.The Chairman may with the consent of the meeting at which a quorum is present adjourn the meeting to a date no later than four weeks ahead and inform all those present of the date when the meeting will be reconvened.
3.A notice of the reconvened meeting will be posted on a notice in the clubhouse and sent to members.
4.No business shall be transacted at the reconvened meeting other than that which might properly have been transacted had the adjournment not taken place.
9.B). ANNUAL GENERAL MEETINGS (AGM)
1.The Club will hold an AGM in November of each calendar year.
ii) Fourteen clear days’ written notice of an AGM shall be posted in the Club House and delivered or sent to members.
iii) At every AGM:
(a) The Commodore, or (in his or her absence) another member chosen by the meeting, shall preside.
(b) The Members will elect the Officers of the Club and the committee to serve until the next AGM.
(c) The Honorary Treasurer will produce accounts of the Club for the latest financial year audited as the Committee shall decide.
(d) The Vice-Commodore will present a report on the Club’s activities since the previous AGM.
(e) The Members will appoint a suitable person to audit the accounts.
(f) The Members will decide the date of the next AGM.
iv) No business, except the passing of the accounts and the election of Officers, Committee, Trustees and Honorary Auditors, and any business that the Committee may order to be inserted in the notice convening the meeting shall be discussed at such meeting unless a written notice thereof be given to the General Secretary by a member entitled to vote at least thirty days before the date of the Annual General Meeting.
v) Should the number of Candidates for election to the Committee (not being Officers of the Club) be greater than the number of vacancies to be filled then there shall be a ballot. In the event of the ballot failing to determine the members of the Committee because of an equality of votes the candidate or candidates to be elected from those having an equal number of votes shall be determined by lot.
vi). If the number of candidates for election (not being Officers of the Club) is equal to or less than the number of vacancies to be filled then all the candidates shall be deemed to be elected if a majority of those present at the Annual General Meeting, and entitled to vote, vote in favour of such election
9.C) EXTRA-ORDINARY GENERAL MEETING (EGM)
i) The General Secretary shall call an EGM within 21 days of a request to that effect from the Committee or a written request by at least 30 members. The business of the meeting shall be confined to that stated in the summons for the meeting.
ii) Twenty-one clear days written notice of an EGM shall be posted in the Club House and delivered or sent to members.
iii) The Vice-Commodore or (in his or her absence) another member chosen by the meeting shall preside.
i) Number of and Terms of Reference.
There shall be at least three Trustees of the Club who shall be appointed as necessary by the Committee of the Club from among Full, Family or Honorary Members who are willing to be so appointed. A trustee shall hold office during his/her lifetime or until he/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.
ii) Property of Club vested in Trustees
All property of the Club, including land and investments, shall be held by the Trustees for the time being, in their own names as far as is necessary and practicable, on trust for the use and benefit of the club. On 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 practical steps to procure the vesting of all club property into the names of the Trustees as constituted after such nomination, the General 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 nominated by the Committee.
iii) Powers of Trustees
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 guidance (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.
iv) Indemnity of Trustees from Club Funds
The Trustees shall be effectually indemnified by the Committee out of the assets of the Club from and against any liability, costs, expenses and payments whatsoever which may be properly incurred or made by them in the exercise of their duties or in 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.
i) These Rules may be amended at a General Meeting by two-thirds of the votes cast but not (if relevant) so as to jeopardise the Club’s status as a Community Amateur Sports Club as first provided for by the Finance Act 2002 and not in any event to alter its purposes (unless the procedure set out in 11(b) has been followed) or winding up provisions.
ii) The Club Purposes may be changed to include another eligible sport if the Committee unanimously agree and the members also agreed the change by a 75% majority of votes cast at a General Meeting
12. Procedure to wind up the club
i) The members may vote to wind up the Club if not less than three quarters of those present and voting support that proposal at a properly convened general meeting.
ii) The Committee will then be responsible for the orderly winding up of the Club’s affairs.
iii) After settling all liabilities of the Club, the Committee shall dispose of the net assets remaining to one or more of the following:
– to another Club with similar sports purposes which is a registered charity and/or
– to another Club with similar sports purposes which is a registered CASC and/or
– to the Club’s governing body for use by them for related community sports.