As amended at the 2022 AGM
INDEX PAGE
This index page is not part of the Rules and is for the purpose of reference only.
RULE
1) Name and Burgee.
2) Object.
3) Eligibility for Membership.
4) Classes of Membership.
5) Application for Membership.
6) Election.
7) Life Members.
8) Honorary Members.
9) Temporary Members.
10) Members compliance with rules and byelaws. Behaviour and Expulsion.
11) Entrance Fee.
12) Annual Subscription. (when due, arrears)
13) Fees for Boat Storage.
14) Officers. (Nomination and Election.)
15) Committee. (Nomination for and Election.)
16) Committee. (Management of Club.)
17) Accountant.
18) Financial Year.
19) Use of Club Funds.
20) Winding Up.
21) Annual General Meeting.
22) General Meeting. Quorum and Voting.
23) Alteration of the Rules.
24) President.
25) Procedure for Member's Complaints as to Byelaws and Regulations.
26) Retirement from Membership.
27) Limitation of Liability. (Committee, Officers, Committee Members.)
28) Limitation of Liability. (General Membership.)
29) Winding up of the Club; Amalgamation with any other organisation.
30) Conduct of General Meetings relating to Rule 29.
31) Appointment of Trustees.
32) Property to be held by Trustees for benefit of the Club.
33) Duties to the Trustees.
34) Limitation of Liability. (Trustees)
PORTHMADOG SAILING CLUB RULES
NAME
1. The name of the Club is The Porthmadog Sailing Club, and the burgee of the Club is a red and green halved background with an old Porthmadog Sailing Ship in white superimposed.
OBJECTS
2. The object for which the Club is formed is to promote and facilitate the sport of sailing and also to provide social and other facilities for members as may be from time to time determined.
MEMBERSHIP
3. 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, whether owners of a vessel or not, who are interested in sailing are eligible for membership.
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
The Club’s membership is restricted by the space and resources available therefore restrictions on the sizes and types of boats acceptable and waiting lists may apply from time to time
4. The membership of the Club is defined by the following classes;
(a) Individual Members. Those men or women, who having been elected into membership of the Club are more than 18 years old and are not receiving full time education. Individual Members pay the appropriate Entrance Fee and annual subscription, and are entitled to vote at General Meetings in accordance with these rules.
(b) Student Members. Those men or women who, having been elected into membership of the Club are more than 18 years old and less than 26 and are receiving full time education. Student Members pay a reduced Entrance Fee and annual subscription, and are not entitled to vote at General Meetings.
(c) [not used]
(d) Life Members. Those Individual and Family Members who, having obtained the permission of the Committee, have compounded their future subscriptions in accordance with Rule 7.
(e) Honorary Members. Those men or women who have been elected in accordance with Rule 8.
(f) Family Members. Which expression shall include couples, their children less than eighteen years and, at the discretion of the committee, may include any children less than eighteen years for which they act in loco parentis. Both partners shall, if more than eighteen years old, have one vote. Children under the age of eighteen are not eligible for membership except as provided for in this paragraph.
All members in the above classes who are entitled to vote are hereinafter referred to as Full Members.
5. A candidate for membership shall send to the Honorary Secretary the prescribed application form, duly completed showing his or her name and address, and any other particulars the Committee may reasonably require.
6. Candidates for election to membership shall be made known to a minimum of five members of the Committee before consideration for election. Thereafter the election shall take place at the first available committee meeting after the receipt of the application by the Honorary Secretary. Candidates may, and on the request of any member of the Committee shall, be elected by ballot and shall be elected by a simple majority vote of those Committee Members present (either in person or remotely) and voting at the relevant meeting of the committee, provided always that the minimum number of persons voting shall constitute a quorum as defined by Rule 16 (g) below.
Further, if it is not possible to hold a committee meeting within a reasonable time after receipt of the completed application by the Membership Secretary, the Committee shall be entitled to vote upon the same remotely, whether at a wholly remote meeting of the committee, by e-mail or by such other means as shall be approved by the Honorary Secretary in his or her sole discretion, or by any combination of the same. Election shall be by a simple majority vote of those voting, provided always that the minimum number of persons voting shall constitute a quorum as defined by Rule 16 (g) below.
Rejection of an application shall not prevent a subsequent application. Appeal against rejection of an application may be made to the Club’s members by serving notice of appeal upon the Honorary Secretary within 7 days of the date upon which the applicant was notified of the rejection. The appeal shall be decided by a simple majority of those members voting upon it, which vote shall be arranged by the Honorary Secretary and may be conducted by any of the means described in the preceding paragraph or any combination of them, provided always that the minimum number of persons voting shall constitute a quorum as defined by Rule 22 (c) below.
7. Any member who is a Full Member may at any time seek the permission of the Committee to compound his or her future subscriptions for such sum as the Committee may decide from time to time.
8. The Club, on the recommendation of the Committee may in General Meeting and by a majority of three quarters of those present elect Honorary Members, but the total of such Honorary Members shall not exceed five percent of the total number of Full Members. Such Honorary Members shall not pay any yearly membership fee and except for any Full Member who is so elected shall not be able to vote at General Meetings and shall neither be elected nor co-opted to the Committee or any Sub-Committee except in an advisory capacity.
9. (a) Temporary Members may be admitted for periods of sixteen days or less on payment of the fees in force at the discretion of the Committee (or to such persons to whom the Committee may have delegated such discretion) unless sailing from the Club by invitation of the Club, in which case they shall be admitted free of charge as Temporary Members for the duration of the event in which they are sailing.
(b) No person may be a Temporary Member for more than sixteen days in any one year unless by express permission of the Committee or the operation of Rule 9(d) hereof.
(c) Temporary Members must conform to Club Rules and any published Byelaws or Regulations.
(d) No Temporary Member shall be entitled to vote on any matter save that he or she may be a member of a protest committee by invitation of an Officer of the Club, nor may a Temporary Member introduce guests to the Club other than with the express permission of an Officer of the Club.
(e) The Honorary Secretary, or any other person who has received the authority of two members of the Committee, may expel, temporarily or permanently, any person who is, or who is deemed to be, a Temporary Member.
(f) Any member of any Club affiliated to the RYA arriving by water may be authorised to use the premises of the Club, without charge, by a member of the Club Committee. Such authorisation shall specify between which dates (not being more than 7 days apart) the said person may use the premises.
10. (a) Every member of the Club on accepting membership undertakes to:
1) furnish the Hon. Secretary with a current address to be recorded in the register of members and any notice sent to such address shall be deemed to have been duly received.
2) comply with the Rules and any regulations or byelaws made by the Committee from time to time
3) accept that membership shall be deemed to constitute consent to the holding of relevant personal data by the Club for the purposes of the Data Protection Act 1984.
(b) Any refusal or neglect to comply with the obligations under Rule 10(a) hereof, 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, shall render the member liable to expulsion by the Committee provided that before expelling a member the Committee shall provide a reasonable opportunity for the member to defend him or her self or to resign the membership.
(c) The vote on a resolution for expulsion shall be by ballot and the resolution shall only be carried if not less than three quarters of the Committee present vote in favour of the resolution.
(d) A member expelled in accordance with the procedure stated in Rule 10(c) shall have the right of appeal to an Extraordinary or Special General Meeting of the Club called by the Honorary Secretary within 28 days of receiving a written request from the said member. The written request shall have the written support of thirty Full Members of the Club (or if the total voting membership if the Club is less than one hundred and fifty, one-fifth of the said total). The voting at any such Extraordinary or Special General Meeting shall be by ballot and the resolution shall only be carried if not less than three quarters of the members eligible to vote and present vote in favour of the resolution.
ENTRANCE FEES AND SUBSCRIPTIONS
11. There shall be an Entrance Fee for each class of membership of such sum as the Committee may from time to time prescribe.
12. (a) The annual subscriptions in respect of membership of the Club are payable on application for membership and on the first day of February in each year thereafter at the rate prescribed by the Committee.
(b) Any member who has not paid the annual subscription by the first day of March of that year shall be requested in the name of the Committee to pay the same within thirty days. If the subscription has not been paid by the thirty first day of March then the member's name shall be removed from the list of members. Such removal shall not prevent the Committee from seeking payment of any sum(s) owed by that member to the Club. A member's name once removed, may be restored at the discretion of the Committee and on such terms as it may prescribe. Members removed must re-apply in accordance with Rules 5 and 6
(c) No member shall in any year be entitled to exercise any rights or privileges of membership until any entrance fee, annual subscription and arrears (if any) are paid.
(d) A member elected after the first day of October in any year having paid any entrance fee and subscription for that year shall not be required to pay any subscription in the following year.
13. (a) The Committee shall prescribe a fee or scale of fees in respect of any vessel stored upon or launched from the site of the club. Payment of such fees shall be made at the same time as the annual subscription and in any case where the liability to such fees increases payment of such increase shall be made promptly.
(b) If the Club pays any fee or charge to the Authority responsible for Porthmadog Harbour in respect of the use of that Harbour by its members it may, at the discretion of the Committee, levy a reasonable charge on those members who, owning a vessel that is used in the Harbour cannot demonstrate that payment is or has been made direct to the Authority in respect of that vessel.
OFFICERS
14. (a) The Officers of the Club shall consist of the President (if there be one elected), the Commodore, the Vice-Commodore, the Honorary Secretary, the Honorary Treasurer and such Rear-Commodores and other Officers as are deemed necessary from time to time for the efficient management of the Club.
(b) The Officers, other than the President, shall be elected at the Annual General Meeting in each year to hold office until the conclusion of the next Annual General Meeting. The retiring Officers shall be eligible for re-election.
(c) All Candidates for election to any Office shall be proposed and seconded in writing and shall have agreed in writing to the proposal.
COMMITTEE, MEMBERSHIP AND ELECTIONS
15 (a) The Committee shall consist of the Officers, ex-officio members and not more than twelve Full Members elected at the Annual General Meeting to hold Office until the conclusion of the next Annual General Meeting.
(b) A retiring Commodore shall serve as an ex-officio member of the Committee in the year immediately following retirement.
(c) Candidates for election to the Committee shall be those members of the retiring Committee who shall offer themselves for re-election and such other Full Members whose nominations, duly proposed and seconded by members in writing and countersigned by the Candidate have been sent to the Honorary Secretary not less than 28 days before the date of the Annual General Meeting.
(d) If a casual vacancy occurs by death or resignation the Committee may co-opt a Full Member entitled to vote to fill the vacancy.
(e) If the numbers of candidates for election is equal to or less than the number of vacancies to be filled then all the candidates shall be deemed to be elected if two thirds of those present at the Annual General Meeting, and entitled to vote, vote in favour of such election.
(f) If the number of Candidates duly proposed and seconded exceeds the number of vacancies to be filled the election shall be by ballot.
(g) In the event of a ballot failing to determine the members of the Committee because of an equality of votes the candidates to be elected from those having an equal number of votes shall be determined by lot.
16. (a) The Committee shall manage the affairs of the Club according to the Rules and shall apply the funds of the Club to the objects of the Club.
(b) The Hon. Secretary and Honorary Membership Secretary shall:
1) Keep a register of club members' names and addresses.
2) Conduct the correspondence of the Club.
3) Keep custody of all club documents.
4) Keep full minutes of all meetings of the Club, its committee and sub-committees. Such minutes shall be confirmed and signed by the appropriate Chairman at the next following meeting of the Club, committee or sub-committee, as appropriate.
5) Administer such insurance policy or policies as may be needed fully to protect the interests of the Club, its officers and members.
6) Maintain contact with the Club's legal Adviser to ensure that the Club's affairs are managed and conducted in accordance with the law.
(c) The Honorary Treasurer shall:
1) Cause such books and accounts to be kept as are necessary to give a true and fair view of the state of the finances of the Club.
2) Cause all accounts as may be required by law in relation to such accounts to be rendered at the due time.
3) Prepare an annual balance sheet as at the thirty first day of December in each year and cause such balance sheet to be certified by the Accountants at least once annually and shall thereafter cause the same to be circulated to the members not later than the thirty first day of March and to be exhibited in the Club premises at least fourteen days before the date of the Annual General Meeting.
(d) The Committee shall make such Byelaws and Regulations 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. Such byelaws and regulations shall remain in force until approved or set aside by a General Meeting of the Club.
(e) The Committee may appoint such Sub-Committees as it may deem necessary and may delegate such of its powers as it may think fit upon such terms and conditions as shall be deemed expedient and/or required by law. Such Sub-Committees shall consist of such members of the Committee or of the Club as the Committee may think fit. Officers of the Club shall be ex-officio members of such Committees.
(f) Voting (except in the case of a resolution relating to the expulsion of a member) shall be by show of hands or, where voting is permitted to take place by e-mail or any other authorised means, by indicating whether the person voting is in favour of or against the motion under consideration. In the case of an equality of votes the Commodore or Chairman (as the case may be) shall have a second and casting vote.
(g) Provided that the members of the Committee have received at least fourteen days’ notice of a meeting and of the venue and agenda for that meeting then five members personally present shall form a quorum at a meeting of the Committee. In any other circumstance, including consideration of motions proposed by e-mail, ten members voting in any of the ways authorised under these Rules shall form a quorum.
17. At the Annual General Meeting in each year there shall be appointed an Accountant whose duty it shall be:
1) to prepare the accounts of the Club when called upon to do so and to give such certificate of assurance as to the accuracy of the said accounts as shall be required by law or by the committee.
2) if unable or unwilling to act, to inform the Committee, who shall appoint a substitute to hold office until the termination of the next Annual General Meeting.
18. The financial year of the Club shall commence on the first day of January and terminate on the following thirty first day of December.
19. The Income and Property of the Club shall be applied solely towards promoting the Club’s objects as set forth in this constitution and no portion thereof shall be paid or transferred, directly or indirectly, to the Membership of the Club.
20. (a) If for any reason the Club is wound up or disbanded the Officers and Trustees will use their best endeavours (including full co-operation with any lawyer acting for the Royal National Lifeboat Institution) to obtain the best possible price in a reasonable time for the premises and other assets of the Club. The monies remaining after meeting all the liabilities of the Club shall be donated to the Royal National Lifeboat Institution.
(b) The Club may only amalgamate with another club, which is a registered Community Amateur Sports Club.
21. (a) The date of the Annual General Meeting shall be decided by the Committee, which shall endeavour to select a date that may be convenient to the majority of members entitled to vote and the Honorary Secretary shall notify the members of that date not less than three months in advance. The Honorary Secretary shall at least fourteen days prior to the Meeting post or deliver to each member notice thereof and of the business to be brought forward thereat.
(b) No business except the passing of the accounts, the election of Officers, Members of the Committee and Accountant and any other business that the Committee may order to be inserted in the notice convening the Meeting, shall be voted upon at that Meeting unless notice thereof be given to the Honorary Secretary not less than twenty eight days prior to the Meeting.
(c) The Committee may, on giving fourteen days’ notice, call a General Meeting for any specific business, the nature of which shall be stated in the notice convening the Meeting. Such specific business shall be the only business voted upon at that Meeting.
(d) Thirty members (or, if the total voting membership of the Club is less than one hundred and fifty, one fifth of the said total) may join together to cause the Honorary Secretary to summon a General Meeting.
22. (a) At all General Meetings of the Club each Individual Member, Life Member, Family Member (as defined in rule 4f) and Honorary Member who was a Full Member at the time of election shall have one vote. In the case of an equality of votes the Chairman shall have a second or casting vote.
(b) At all General Meetings the quorum shall consist of not less than one fifth of the total membership entitled to vote.
23. (a) Notice of any alteration or addition to these Rules to be proposed by a member of the Club shall be given to the Honorary Secretary not less than twenty-eight days prior to the Annual General Meeting at which the same is to be voted upon and full particulars shall be set out in the notice convening the Meeting.
(b) All such proposed alterations, and any amendments to them which have been proposed and seconded, shall be put to the vote at the Meeting. Provided that on a show of hands or if demanded on a poll, a majority of two thirds of those present and entitled to vote, vote in favour then the same shall be deemed to be carried.
24. The Committee may at its discretion propose that a member who has rendered outstanding services to the Club over many years shall become President of the Club and an Officer of the Club and such proposal shall be submitted for the approval of members of the Club by vote at a General Meeting. A member so elected shall remain President until the Committee accepts a notice of resignation or until a motion of no confidence is carried in the Committee and ratified by majority of three quarters of those members present and entitled to vote at a General Meeting convened for that purpose.
25. Any member or members feeling aggrieved by any byelaw or regulation, or the application thereof, shall first make written complaint to the Committee which shall vote on the matter at the next Meeting. If this decision is not acceptable to the member or members the Club may be obliged to call a General Meeting in accordance with Rule 21(d).
26. Any member who wishes to retire from the Club is expected to notify the Honorary Secretary. No refund of the annual subscription or any fees will be made on such retirement.
LIMITATION OF LIABILITY
27. (a) A member of the Committee, of a sub-committee or any Officer of the Club, in transacting business for the Club, shall disclose to third parties that he is acting in that capacity.
(b) The Committee or any person or sub-committee delegated by the Committee to act as agent, for the Club or its members, shall enter into contracts only so far as expressly authorised, or authorised by implication, by the members. No person shall, without the express authority of the membership in General Meeting, pledge the credit of the membership.
(c) 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 and entered into on behalf of the Club.
The limit of each member's indemnity in this respect shall be a sum equal to one year's subscription at the then current rate for the appropriate category of membership unless the Committee has been authorised to exceed such limit by a General Meeting of the Club.
28. Members, their guests and visitors are bound by the following Rule which shall also be exhibited in a prominent place within the Club premises:
Members of the Club, their guests or visitors may use the Club premises, and any other facilities of the Club, entirely at their own risk and impliedly accept:
(a) The Club will not accept any liability for any damage to or loss of property belonging to members, their guests or visitors to the Club.
(b) The Club will not accept any liability of personal injury arising out of the use of the Club premises, any other facilities of the Club either sustained by members or caused by the said members whether or not such damage or injury could have been attributed to or was occasioned by the neglect, default or negligence of any of them, the Officers, Committee, Trustees or Servants of the Club.
29. Proposals to perform any of the actions listed in sub-clause 29(a) may only be implemented after being passed by a majority of a General Meeting conducted in accordance with the regulations of sub clause 29(b).
(a) 1) For the winding up of the Club.
2) For the amalgamation of the Club with any other club.
3) For transactions relating to the Freehold of the Club.
4) For transactions relating in any one year to 25% or more of the fixed assets of the Club, based upon the higher of the book value as in the most recent completed accounts or a current valuation made and accepted by the Committee.
5) For transactions that may reasonably be expected to have, for more than one year annual costs in excess of 25% of the revenues of the Club, based on the most recent completed accounts.
(b) The notice of the General Meeting called for the purpose of debating and voting on one or more of the subjects listed in 29(a) above shall give the time and date of the Meeting, which shall be held at the Clubhouse, and in addition to the proposal an explanation of the reason for the proposal. The notice shall be accompanied by a proxy form which shall also be used as a voting form by those present at the Meeting.
The motion shall only be carried if 66% or more of Full Members vote for the proposal either in person or by written proxy on the form provided. The vote shall be determined by a count of the completed proxy forms. Two tellers shall be appointed, one by the Committee and the other by the remaining Full Members present.
30. If in a General Meeting called to vote upon a proposal for the winding up of the Club the total number of Full Members voting in person or by proxy does not amount to 50% of Full Members the Committee shall within 3 months call a second General Meeting at which the identical motion will be voted upon and shall be carried if 33% of the Full Members vote on the motion either in person or by proxy.
TRUSTEES
Definition: the expression "Trustee" is used throughout these Rules to define those persons appointed in accordance with Rule 31 for the purposes of Rules 32 and 33, and shall not be construed as having any other meaning.
31. There shall be at least two and no more than four Trustees of the Club who shall be appointed from time to time as necessary by the Committee of the Club from among Full Members who are willing to be so appointed. A Trustee shall hold office during his or her lifetime or until he or she shall resign, by notice in writing given to the Committee, or until a resolution removing him or her from office shall be passed by the Committee.
32. All the land and buildings, freehold and leasehold of the Club shall be held by the Trustees for the time being, in their own names so far as it is necessary and practicable for the use and benefit of the Club. On death, resignation, or removal from office of a Trustee, the Committee shall nominate a new Trustee in his or her place and shall as soon as possible thereafter take all lawful and practicable steps to procure the vesting of all freehold and leasehold property into the names of the Trustees as constituted after such nomination.
33 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 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 directions has been given.
34. 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.