Name
1. The name of the association is the “Chanonry Sailing Club”
(hereinafter referred to as “the Club”).
Objects
2. The Club’s objects are:
to provide facilities for and promote participation of the
whole community in the sport of sailing.
Powers
3. In pursuance of the objects set out in clause 2 (but not
otherwise), the Club shall have the following powers:-
(a) To carry on any activities which further any of the above
objects.
(b) To purchase, take on lease, hire, or otherwise acquire,
any property or rights which are suitable for the Club’s activities.
(c) To improve, manage, develop, or otherwise deal with, all
or any part of the property and rights of the Club.
(d) To sell, let, hire out, license, or otherwise dispose of,
all or any part of the property and rights of the Club.
(e) To borrow money, and to give security in support of any
such borrowings by the Club.
(f) To employ such staff as are considered appropriate for
the proper conduct of the Club’s activities, and to make reasonable
provision for the payment of pension and/or other benefits for members of
staff, ex-members of staff and their dependants.
(g) To engage such consultants and advisers as are considered
appropriate from time to time.
(h) To effect insurance of all kinds (which may include
officers’ liability insurance).
(i) To invest any funds which are not immediately required
for the Club’s activities in such investments as may be considered
appropriate (and to dispose of, and vary, such investments).
(j) To liaise with other voluntary sector bodies, local
authorities, UK or Scottish government departments and agencies, and other
bodies, all with a view to furthering the Club’s objects.
(k) To establish and/or support any charitable body, and to
make donations for any charitable purpose falling within the Club’s objects.
(l) To form any charitable company with similar objects to
those of the Club, and, if considered appropriate, to transfer to any such
company (without any payment being required from the company) the whole or
any part of the Club’s assets and undertaking.
(m) To take such steps as may be deemed appropriate for the
purpose of raising funds for the Club’s activities.
(n) To accept grants, donations and legacies of all kinds
(and to accept any reasonable conditions attaching to them).
(o) To do anything which may be incidental or conducive to
the furtherance of any of the Club’s objects.
General
structure
4. The structure of the Club shall consist of:-
(a) the MEMBERS - who have the right to attend the Annual
General Meeting (and any special general meeting) and have important powers
under the constitution; in particular the members elect people to serve on
the Committee and take decisions in relation to changes to the constitution
itself
(b) the COMMITTEE - who hold regular meetings during the
period between annual general meetings, and generally control and supervise
the activities of the Club; in particular, the Committee is responsible for
monitoring the financial position of the Club.
Qualifications for membership
5. Membership 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 of
sailing as a particular sport.
6. An employee of the Club shall not be eligible for
membership; a person who becomes an employee of the Club after admission to
membership shall automatically cease to be a member. For the avoidance of
doubt a person receiving an honorarium from the Club shall not be considered
an employee for the purposes of this constitution.
Categories of Membership
7. The voting membership shall consist of ordinary,
associate, family, student and honorary members. Of these only those over
the age of 18 shall be entitled to vote at general meetings of the Club. For
the avoidance of doubt each family member over the age of 18 shall have an
individual vote.
8. In addition the Committee may from time to time create
categories of non-voting membership including junior, visitor, temporary and
affiliated organisations who will not be entitled to vote at general
meetings of the Club.
9. The definition of categories of membership and other
matters such as the entitlements attaching to each category of membership
and relevant subscription rates and any other charges shall be set by the
Committee from time to time.
Application
for membership
10. Any person who wishes to become a member must sign, and
lodge with the Committee, a written application for membership specifying
which category of membership is being applied for.
11. The Committee may refuse to admit any person to
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 members and decided by a majority vote at the
next general meeting.
12. The Committee shall consider each application for
membership no later than the first Committee meeting which is held after
receipt of the application; the Committee shall, within a reasonable time,
notify the applicant of its decision on the application. Between an
application being submitted and the Committee reaching its decision
applicants may make use of the facilities of the Club as if they were
members but shall not be entitled to vote.
13.
The Club,
on the recommendation of the Committee, may in general meeting elect
honorary members to include honorary Rear Commodores.
Membership
subscription
14. The Annual subscription shall be such sum as the
Committee may from time to time prescribe and shall become due on election
to membership and on the 1st January in each year thereafter.
15. Any member who has not paid his/her subscription by the
due date may be requested, in the name of the Committee, to pay the
subscription and if his or her subscription is not paid within 28 days they
shall be expelled from membership at the discretion of the Committee.
Register of
members
16. The Committee shall maintain a register of members,
setting out the full name and address of each member, the date on which
he/she was admitted to membership, and the date on which any person ceased
to be a member.
Withdrawal
from membership
17. Any person who wishes to withdraw from membership shall
sign, and lodge with the Club, a written notice to that effect; on receipt
of the notice by the Club, he/she shall cease to be a member.
Expulsion
from membership
18. Any person may be expelled from membership, by a majority
vote of not less than three quarters of the Committee, only for good and
sufficient cause, such as conduct or character likely to bring the Club or
sport into disrepute. The following procedures must have been observed:-
(a) at least 21 days’ notice of the intention to propose the
resolution must be given to the member concerned, specifying the grounds for
the proposed expulsion
(b) the member concerned shall be entitled to be heard on the
resolution at the Committee meeting at which the resolution is proposed.
(c) Appeal against such a decision may be made to the members
and decided by a majority vote at the next general meeting.
General
meetings (meetings of members)
19. The Committee shall convene an Annual General Meeting in
October of each year.
20. The business of each Annual General Meeting shall
include:-
(a) a report by the Commodore on the activities of the Club
(b) consideration of the annual accounts of the Club
(c) the election/re-election of Officers and members of the
Committee, as referred to in clauses 33 & 36.
(d) any issues raised by the Committee and set out in general
terms in the notification of the meeting
(e) any issues raised by members provided notice is served on
the Secretary at least 7 days prior to the date of the meeting.
21. The Committee may convene a special general meeting at
any time at its own discretion or shall do so within 28 days on the written
request of a minimum of 12 members.
Notice of
general meetings
22. At least 14 clear days’ notice must be given (in
accordance with clause 72) of any Annual General Meeting or special general
meeting; the notice must indicate the general nature of any business to be
dealt with at the meeting and, in the case of a resolution to alter the
constitution, must set out the terms of the proposed alteration. In the
event of a special general meeting called at the request of members the
meeting must consider the issue(s) raised by those members.
23. The reference to “clear days” in clause 22 shall be taken
to mean that, in calculating the period of notice, the day after the notice
is posted, and also the day of the meeting, should be excluded.
24. Notice of every general meeting shall be given (in
accordance with clause 72) to all the members of the Club.
Procedure
at general meetings
25. No business shall be dealt with at any general meeting
unless a quorum is present; the quorum for a general meeting shall be 15
members, or 50% of the membership if less, present in person.
26. If a quorum is not present within 30 minutes after the
time at which a general meeting was due to commence - or if, during a
meeting, a quorum ceases to be present - the meeting shall stand adjourned
to such time and place as may be fixed by the chairperson of the meeting.
27. The Commodore shall (if present and willing to act as
chairperson) preside as chairperson of each general meeting; if the
Commodore is not present and willing to act as chairperson within 30 minutes
after the time at which the meeting was due to commence, the members of the
Committee present at the meeting shall elect from among themselves the
person who will act as chairperson of that meeting.
28. The chairperson of a general meeting may, with the
consent of the meeting, adjourn the meeting to such time and place as the
chairperson may determine.
29. Every member eligible to vote shall have one vote, which
must be given personally.
30. If there is an equal number of votes for and against any
resolution, the chairperson of the meeting shall be entitled to a casting
vote.
31. A resolution put to the vote at a general meeting shall
be decided on a show of hands, or by ballot, at the discretion of the
Chairperson.
The
Committee
32. The
Committee shall consist of the Officers, Rear Commodore and up to 7 General
Members.
Officers
33.
a) The
Officers of the Club shall consist of:
The Commodore
The Club
Secretary
The Treasurer
The Sailing
Secretary
The Social
Convenor
The Training
Principal
(b) The
Officers shall be elected at the Annual General Meeting in each year to hold
office until the conclusion of the next Annual General Meeting. The
Commodore shall serve consecutively not more than 2 years in office. The
other Officers shall be eligible for re-election, provided that no one
person holds an office for more than 3 years consecutively.
(c) No
candidate shall be proposed for election to any office (other than by the
Committee) unless his or her name, sponsored by two members, shall have been
sent in writing to the Secretary at least 7 days before the Annual General
Meeting. It will be the responsibility of the sponsoring members to have
ascertained the candidate’s willingness to stand. If there is more than one
candidate for any office then an election shall be held by vote.
34. In the
event of a vacancy arising in an officer post during the course of the year,
for whatever reason, the Committee may co-opt a club or Committee member to
fill the vacancy until the next Annual General Meeting.
Rear Commodore
35. The
immediate past Commodore shall serve for one year only as Rear Commodore and
shall, ex-officio, be a member of the Committee.
General
Committee members
36. Up to 7 General Members can be elected to the Committee
by the Club at an Annual General Meeting for a term of 3 years. Retiring
General Members shall not be eligible for re-election for 1 year unless
standing for election to an Officer post.
37. Candidates for election as General Members shall be
members of the Club whose nominations, duly proposed and seconded by members
of the Club in writing, shall have been sent to the Secretary at least 7
days before the Annual General Meeting. It shall be the responsibility of
the sponsoring members to have ascertained the candidate’s willingness to
stand. If insufficient nominations are received the Committee may make
additional nominations. If the number of candidates, duly proposed and
seconded, exceeds the number of vacancies to be filled, the elections shall
be by vote.
38. In the event of a vacancy arising within the Committee
during the course of the year, for whatever reason, the Committee may co-opt
a club or Committee member to fill the vacancy until the next Annual General
Meeting.
Vice-commodore
39. The Committee will appoint a Committee member (other than
the Commodore) to the post of Vice-Commodore.
Eligibility
40. A person shall not be eligible for election/appointment
to the Committee unless he/she is a member of the Club.
Election,
retirement, re-election
41. At each Annual General Meeting, the members may (subject
to
clause 36) elect any member eligible to vote to be a member of the
Committee.
Termination
of office
42. A member of the Committee shall automatically vacate
office if:-
(a) he/she becomes incapable for medical reasons of
fulfilling the duties of his/her office and such incapacity is expected to
continue for a period of more than six months
(b) he/she ceases to be a member of the Club
(c) he/she becomes an employee of the Club
(d) he/she resigns office by notice to the Club
(e) he/she is absent (without permission of the Committee)
from more than three consecutive meetings of the Committee, and the
Committee resolve to remove him/her from office.
Register of
Committee members
43. The Club Secretary shall maintain a register of Committee
members, setting out the full name and address of each member of the
Committee, the date on which each such person became a Committee member, and
the date on which any person ceased to hold office as a Committee member.
Club
Functionaries
44. The
Committee can appoint club members, including members of the Committee, to
undertake specific roles to ensure the correct functioning of the Club.
Powers of
Committee
45. Except as otherwise provided in this constitution, the
Club and its assets and undertaking shall be managed by the Committee, who
may exercise all the powers of the Club.
46. A meeting
of the Committee at which a quorum is present may exercise all powers
exercisable by the Committee.
47.
The
Committee shall make such bye-laws, rules and regulations as they think fit
for the management of any of the Club's affairs and premises.
Personal
interests
48. A member of the Committee who has a personal interest
(other than simply by virtue of being a member of the Club) in any
transaction or other arrangement which the Club is proposing to enter into,
must declare that interest at a meeting of the Committee; he/she may be
debarred (in terms of clause 60) from voting on the question of whether or
not the Club should enter into that arrangement.
49. For the
purposes of clause 48, a person shall also be deemed to have a personal
interest in an arrangement if any partner or other close relative of
his/hers or any firm of which he/she is a partner or any
limited company of which he/she is a substantial shareholder or director,
has a personal interest in that arrangement.
50. Provided
(a) he/she has declared his/her interest
(b) he/she, at the discretion of the chairperson, has not
voted on the question of whether or not the Club should enter into the
relevant arrangement and
(c) the requirements of clause 52 are complied with,
a member of the Committee will not be debarred from entering
into an arrangement with the Club in which he/she has a personal interest
(or is deemed to have a personal interest under clause 49) and may retain
any personal benefit which he/she gains from his/her participation in that
arrangement.
51. No member of the Committee may serve as an employee (full
time or part time) of the Club, and no member of the Committee may be given
any remuneration by the Club for carrying out his/her duties as a member of
the Committee.
52. Where a Committee member provides services to the Club or
might benefit from any remuneration paid to a connected party for such
services, then
(a) the maximum amount of the remuneration must be specified
in a written agreement and must be reasonable
(b) the Committee members must be satisfied that it would be
in the interests of the Club to enter into the arrangement (taking account
of that maximum amount)
(c) less than half of the Committee members must be receiving
remuneration from the Club (or benefit from remuneration of that nature).
53. The members of the Committee may be paid all expenses
reasonably incurred by them in connection with the carrying-out of their
duties.
Procedure
at Committee meetings
54. Any member of the Committee may call a meeting of the
Committee or request the secretary to call a meeting of the Committee. All
Committee members shall be notified of the intention to hold a meeting and
shall be advised of the general nature of any business to be addressed at
the meeting. Normally 5 clear days notice of any meeting should be given,
however in exceptional circumstances, and at the discretion of the Commodore
or Club Secretary, a meeting may be called at shorter notice. “Clear days”
for the purposes of this clause shall be defined in the same way as set out
in Clause 23.
55. Questions arising at a meeting of the Committee shall be
decided by a majority of votes; if an equality of votes arises, the
chairperson of the meeting shall have a casting vote.
56. No business shall be dealt with at a meeting of the
Committee unless a quorum is present; the quorum for meetings of the
Committee shall be 5.
57. If at any time the number of Committee members in office
falls below the number fixed as the quorum, the remaining Committee member(s)
may act only for the purpose of filling vacancies or of calling a general
meeting.
58. Unless he/she is unwilling to do so, the Commodore shall
preside as chairperson at every Committee meeting at which he/she is
present; if the Commodore is unwilling to act as chairperson or is not
present within 30 minutes after the time when the meeting was due to
commence, the Committee members present shall elect from among themselves
the person who will act as chairperson of the meeting.
59. The Committee may, at its discretion, allow any person
who they reasonably consider appropriate, to attend and speak at any meeting
of the Committee; for the avoidance of doubt, any such person who is invited
to attend a Committee meeting shall not be entitled to vote.
60. At the discretion of the chairperson of the meeting a
Committee member shall not vote at a Committee meeting (or at a meeting of a
Committee) on any resolution concerning a matter in which he/she has a
personal interest which conflicts (or may conflict) with the interests of
the Club; at the discretion of the chairperson he/she may be required to
withdraw from the meeting while an item of that nature is being dealt with.
61. For the
purposes of clause 60, a person shall also be deemed to have a personal
interest in a particular matter if any partner or other close relative of
his/hers or any firm of which he/she is a partner or any
limited company of which he/she is a substantial shareholder or director,
has a personal interest in that matter.
Conduct of
members of the Committee and Officers
62. Each of the members of the Committee and Officers shall,
in exercising his/her functions, act in the interests of the Club; and, in
particular, must
(a) seek, in good faith, to ensure that the Club acts in a
manner which is in accordance with its objects (as set out in this
constitution)
(b) act with the care and diligence which it is reasonable to
expect of a person who is managing the affairs of another person
(c) in circumstances giving rise to the possibility of a
conflict of interest of interest between the Club and any other party
(i) put the interests of the Club before that of the other
party, in taking decisions
(ii) where any other duty prevents him/her from doing so,
disclose the conflicting interest to the Club and refrain from participating
in any discussions or decisions involving the other members of the Committee
with regard to the matter in question
(d) ensure that the Club complies with any direction,
requirement, notice or duty imposed on it by the Charities and Trustee
Investment (Scotland) Act 2005.
Delegation
to sub-committees
63. The Committee may delegate any of their powers to any
sub-committee consisting of one or more Committee members and such other
persons (if any) as the Committee may determine; they may also delegate to
the Commodore (or the holder of any other post) such of their powers as they
may consider appropriate.
64. Any delegation of powers under clause 63 may be made
subject to such conditions as the Committee may impose and may be revoked or
altered.
65. The rules of procedure for any sub-committee shall be as
prescribed by the Committee.
Operation
of accounts and holding of property
66. The signatures of two signatories appointed by the
Committee shall be required in relation to all operations (other than
lodgement of funds) on the bank and building society accounts held by the
Club; at least one out of the two signatures must be the signature of a
member of the Committee.
67. The title to all property (including any land or
buildings, the tenant’s interest under any lease and (so far as appropriate)
any investments) shall be held either in the names of the Commodore,
Treasurer and Club Secretary (and their successors in office) or in name of
a nominee company holding such property in trust for the Club; any person or
body in whose name the Club’s property is held shall act in accordance with
the directions issued from time to time by the Committee.
To the extent that any property is not currently vest in the names of the
Commodore, Treasurer and Club Secretary (and their successors in office) it
is declared that such property now be so vest in such names as trustees for
the Club.
Minutes
68. The Committee shall ensure that minutes are made of all
proceedings at general meetings, Committee meetings and meetings of
sub-committees; a minute of any meeting shall include the names of those
present, and (as far as possible) shall be ratified at the next such meeting
or if not appropriate signed by the chairperson of the meeting.
Accounting
records and annual accounts
69. The Committee shall ensure that proper accounting records
are maintained in accordance with all applicable statutory requirements.
70. The Committee shall prepare annual accounts, complying
with all relevant statutory requirements.
71. The Committee shall appoint an Honorary Examiner whose
duty it shall be to examine the annual accounts of the Club.
Notices
72. Any notice which requires to be given to a member under
this constitution shall be in writing or by electronic communication; such a
notice may either be given personally to the member, be sent by post in a
pre-paid envelope addressed to the member or be e-mailed to the member at
the addresses last intimated by him/her to the Club.
Moorings
Association
73. In addition to its other functions and responsibilities, the Club shall
perform those of a Moorings Association which include entering into a Lease
with the Crown Estates Commissioners, or their successors, providing for the
laying, uplifting, co-ordination and organisation of moorings in the area
specified therein near Fortrose Harbour, and for the collection and payment
of rent due and the performance of all obligations under said Lease.
(a) All
Club members who moor their boat within the area of the Lease shall be
deemed to be members of the Moorings Association.
(b) Any
lease negotiated with the Crown Estates Commissioners shall require the
approval of a two thirds majority at a properly constituted General Meeting
before signature on behalf of the Club.
74. In the event of a lease with the Crown Estates Commissioners
being entered into by the Moorings Association, the Committee shall be
responsible for administering the terms of the lease on behalf of the
Moorings Association including arrangements for:-
(a) payment
of aggregate rent to lessors, or their agents.
(b)
collection of individual rents from moorings owners at a rate fixed by the
Committee so as to reflect a fair division of the aggregate rent and
administration costs.
(c)
granting of permission to individuals, being members of the Club, to lay or
use moorings within the leased area.
(d)
directing the position in which a mooring is to be laid, the period during
which it may remain in position and the times when it shall be uplifted.
(e)
requiring mooring owners to maintain their mooring equipment to satisfactory
safe standards and
(f)
reporting unauthorised moorings within the lease area to the lessors.
(g)
implementing the terms of said lease with the Crown Estates Commissioners .
75. By accepting membership those Club members who own or use moorings on
the area leased from the Crown Estates Commissioners , shall undertake to
fully indemnify and exonerate the Committee, Moorings Association Trustees
and Club Officials from all liability under the said lease which the
Moorings Association may have accepted towards the Crown Estates
Commissioners and in particular and without prejudice to the foregoing
generality shall accept responsibility for all claims relating in any way to
their own mooring made under the terms of the lease. Mooring owners shall
carry the necessary insurance to cover such claims and shall produce
evidence of such insurance if required by any duly authorised official of
the Club or Moorings Association.
Dissolution
76. If the Committee determines that it is necessary or
appropriate that the Club be dissolved, it shall convene a meeting of the
members; not less than 21 days’ notice of the meeting (stating the terms of
the proposed resolution) shall be given.
77. If a proposal by the Committee to dissolve the Club is
confirmed by a two-thirds majority of those present and voting at the
general meeting convened under clause 76, the Committee shall have power to
dispose of any assets held by or on behalf of the Club - and any assets
remaining after satisfaction of all debts and liabilities of the Club shall
be 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
78. For the avoidance of doubt, no part of the income or
property of the Club shall (otherwise than in pursuance of the Club’s
objects) be paid or transferred (directly or indirectly) to the members,
either in the course of the Club’s existence or on dissolution.
Alterations
to the constitution
79. The constitution may be altered by a resolution passed by
not less than two thirds of those present and voting at a general meeting,
providing due notice of the meeting, and of the resolution, is given in
accordance with clauses 22, 23 and 24.
Interpretation
80.
Any reference in this constitution to a provision of any legislation shall
include any statutory modification or re-enactment of that provision in
force from time to time.
