Friends club rules of governance

 
 

NOTES

  1. Where a club sells intoxicating liquor, clauses marked with an asterisk * must be included to satisfy the requirements of the Licensing Act.
  2. Where a club is, or intends to be, registered as a Community Amateur Sports Club, certain clauses must be included and certain clauses must be deleted from this model constitution in order to satisfy the requirements of the Finance Acts.  Please refer to the CASC section of the Guidance Notes for the detailed requirements.
  3. Where words are enclosed in square brackets they may be omitted as required or, where alternatives are offered, amended to suit the special requirements of a club.
  4. When amending any rule to suit a particular club's purpose, care should be taken that such amendment does not vary the meaning or intent of any other rule.
  5. The side-headings are provided for convenience and do not affect the meaning of any clause.
 
 

SECTION 1 - NAME AND OBJECTS

  1. The name of the Club shall be The ‘Friends Sailing Club' (hereinafter referred to in these rules as the Friends Sailing Club).
  2. The objects for which the club is formed are to promote and facilitate (a) community participation in the sport of yachting and to provide social and other facilities for members as may be from time to time determined.
 
 

SECTION 2 - OFFICERS

  1. The Officers of the club shall be Full members of the club and shall consist of:
  2. a Commodore (Simon Coates2011), an Honorary Secretary (Dennis Coates 2011) and an Honorary Treasurer (Joanna Townsend).  Racing Secretary (Ed Vigors), Communications Secretary (Trevor Spink)
    Officers shall be elected at the Annual General Meeting in each year and shall hold office for one year, retiring at the termination of the Annual General Meeting in each year.  All Officers of the Club shall be eligible for re-election.
  3. Duties of [Honorary] Secretaries etc.
    The [Honorary] Secretary (and/or the Assistant [Honorary] 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, the Committee as defined in S.4 and sub-committee which shall be confirmed and signed by the appropriate Chairman upon the agreement of the club, the Committee or sub-committee at the next following meeting of the club, the Committee or sub-committee
    5. Administer such insurance policy or policies as may be needed fully to protect the interests of  the club, its Officers and its members;
    6. Maintain contact with the club's Legal Advisor to ensure that the club's affairs are managed in accordance with current law.
    7. Maintain any such certificates or registrations, and complete any such non-financial returns, as may be required by law.
  4. The [Honorary] Treasurer shall:-
    1. Cause such books of account to be kept as are necessary to give a true and fair view of the state of finances of the club.
    2. Cause all returns 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 15.1.20011 in each year and cause such Balance Sheet (and accounts as necessary) to be audited at least once annually and shall thereafter cause the same to be exhibited in the club premises at least fourteen days before the date of the Annual General Meeting.
  5. The Honorary Auditors shall:-
    1. Be appointed at the Annual General Meeting in each year
    2. The Auditors shall audit the accounts and Annual Balance Sheet of the club when called upon to do so and shall give such certificate of assurance as to the accuracy of the said accounts as shall be required by law or by the Committee
    3. If either unwilling or unable to act, inform the Committee who shall appoint a substitute to hold office until the termination of the next Annual General Meeting.
 
 

SECTION 3 - MEMBERSHIP

  1. There shall be the following categories of membership with power to vote at all meetings of the club as indicated hereunder. The rights and privileges of each category of members are as defined in the latest edition of the byelaws of the club.
  2. A FULL MEMBER - being a person who, at the date of election, shall have attained the age of eighteen years shall have one vote.
  3. AN HONORARY MEMBER - who shall have no vote.
  4. No member may use the club premises, or any of the facilities of the club until forty-eight hours have elapsed from the date of posting of notice of election.
  5. Candidates for membership shall have no privileges whatsoever in relation to the use of the club or premises.
  6. The rate of Entrance and Subscription fee for each category of Membership shall be proposed by the Committee to the members at the Annual General Meeting in each year. Any proposed changes shall be approved by a majority of those present and entitled to vote and shall become operative on the first day of January in the year following. The current rate of Entrance and Subscription fee shall be prominently displayed.
    1. Membership of the club shall be open to anyone interested in the sport of yachting on application regardless of sex, age, disability, ethnicity, nationality, sexual orientation, religion or other beliefs. Membership may however be limited according to available facilities on a non-discriminatory basis.
    2. Membership subscriptions will be kept at levels that will not pose a significant obstacle to people participating.
    3. The club Committee may refuse membership or, subject to Rule 18, remove it, only for good cause such as conduct or character likely to bring the club or sport into disrepute. Appeal against refusal of membership may be made to the members.
  7. Members shall also make the following annual payments:-
    1. All members shall pay their first annual subscription upon election to the club and thereafter on the first day of January in each year. Provided that a member elected after the first day of June in any year shall pay half the annual subscription applicable for that year and that a member elected after the first day of November in any year shall not be required to pay any subscription in respect of the year of election, but shall pay, on election, the Entrance fee and the annual subscription in respect of the year following election.
    2. Every member shall furnish the [Honorary] Secretary with an up-to-date address which shall be recorded in the Register of Members and any notice sent to such address as shall be deemed to have been duly delivered.
  8.  Election and retirement of members 
    1. Every candidate for membership (except Honorary Members) shall be proposed and seconded by a Full member of the club, both of whom must be personally acquainted with the candidate.
    2. Candidates for membership without sufficient personal acquaintances within the club may be proposed and seconded by two Committee members after an introductory meeting.
  9. An application for membership shall be in the form from time to time prescribed by the Committee, and shall include the name, address and relevant NOK details of the candidate,
  10. *Upon receipt of an application for membership, the [Honorary] Secretary shall enter such application in a Register of Candidates and there shall be an interval of at least two days before the meeting of the Committee at which such application for membership shall be considered. The election of all classes of members is vested in the Committee and shall be a simple majority vote of those of the Committee.
    1. The Committee may refuse applications only for good cause such as conduct or character likely to bring the Club into disrepute. The [Honorary] Secretary shall inform each candidate in writing of the candidate's election or non-election. He shall furnish an elected candidate with a copy of the Rules and Byelaws of the club and make request for such payments as are necessary.
    2. Appeal against refusal to elect may be made to the members in General Meeting.
  11. Upon election, a candidate shall pay, within one calendar month, such fees as shall be requested. In default of such payment, the election shall be void unless sufficient cause for delay be shown.
  12. A member who, for any reason, anticipates inability to use the club or its facilities for the whole of any one year shall be excused payment of the annual subscription and other annual fees provided that notice in writing is given to the [Honorary] Secretary before the last day of November in the previous year. A member wishing to be re-instated during the year in question shall pay such portion of the annual subscription as the Committee shall require.
  13. A member desirous of retiring from membership shall give notice in writing to the [Honorary] Secretary before the last day of November and shall not then be liable to pay the subscription for the following year.
  14. 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 provided that the Committee may, at its discretion, re-instate such member upon payment of arrears. No member whose annual payment is in arrears may enter any club event or regatta or vote at any meeting.

    Conduct of Members
  15. Every member, upon election and thereafter, is deemed to have notice of, and impliedly undertakes to comply with, the Club Rules and the current Byelaws and Regulations of the club. Any refusal or neglect to do so, or any conduct which, in the opinion of the Committee, is either unworthy of a member or otherwise injurious to the interests of the club, shall render a member liable to expulsion by the Committee.

    PROVIDED THAT, before expelling a member, the Committee shall call upon such member for a written explanation of the member's conduct and shall give the member full opportunity of making explanation to the Committee, or of resigning.

    A Resolution to expel a member shall be carried by a simple majority vote by those members of the Committee present and voting on the Resolution.

    Appeal against expulsion may be made to the members in General Meeting.
  16. Members shall enter the names of any guests in the Visitor's Book. Not more than [three] guests may be introduced in any one day and the same guest may not be introduced more than [six] times in any calendar year.
  17. A member shall not knowingly remove, injure, destroy or damage any property of the club and shall make restitution for the same if called upon to do so by the Committee or by the [Honorary] Secretary upon the instructions of the Committee.
  18. A member shall not cause any communication in whatever form to be exhibited on club notice boards or premises without permission of the [Honorary] Secretary.
  19. A member shall settle any indebtedness for refreshment or otherwise before leaving the club premises, or in accordance with any byelaw relating to the settlement of such indebtedness.
  20. All suggestions shall be entered in the Suggestion Book and signed by the Member.
  21. Complaints of any nature relating to the management of the club premises shall be addressed in writing to the [Honorary] Secretary. Under no circumstances shall a servant of the club be personally reprimanded by a member.
  22. A member of any club affiliated to the Royal Yachting Association (a list whereof is published by the said Association) may be authorised to use the premises of the club by any member of the Committee of the club. Such authorisation shall specify between which dates the said person may so use the premises.
  23. Any person who is a competitor or crew member in any race sponsored by or on behalf of the club is entitled to the use of the club premises within a period of [24 hours] before and after the race in which they are competing.
  24. 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 has the right to the use of the club premises only under Rules 25 and 26.

    Limitation of club liability
  25. 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:-

    1. 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. 
    2. 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, their guests or visitors or caused by the said members, guests or visitors 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 or servants of the club.
  26. Membership of the club and acceptance of these rules by the member will be deemed to constitute consent to the holding of relevant personal data for the purposes of the Data Protection Acts.
 
 

SECTION 4 - MANAGEMENT COMMITTEE

  1. The Management Committee (herein referred to as 'the Committee') shall consist of the Officers, ex officio, and not less than [four] nor more than [eight] Full Members elected at the Annual General Meeting each year to hold office until the termination of the next following Annual General Meeting.
  2. At the Annual General Meeting each year two of the Full members shall retire in order of election or seniority. In the case of equal seniority the order of retirement shall, failing agreement between the members concerned, be determined by lot. Members retiring under the rule shall not be eligible for re-election to the Committee until the Annual General Meeting next following the meeting at which they retire.
  3. Candidates for election to the Committee (not being Officers of the Club) shall be those members of the retiring Committee eligible to offer themselves for re-election and such other full members whose nominations (duly proposed and seconded by Full members of the Club) with their consent shall have been received by the [Honorary] Secretary at least twenty eight days before the date of the Annual General Meeting in each year. Such nominations, together with the names of the Proposer and Seconder shall be posted to the club premises at least fourteen days prior to the date of the Annual General Meeting.
  4. If the number of candidates for election is greater than the number of vacancies to be filled then there shall be a ballot.
  5. If the number of candidates for election is equal to or less than the number of vacancies to be filled then all 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.
  6. 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.
  7. If, for any reason, a casual vacancy shall occur, the Committee may co-opt a Full member to fill such a vacancy until the next following Annual General Meeting.
  8. A retiring Commodore shall serve as an ex officio member of the Committee in the year immediately following his retirement.
  9. The Committee shall meet at least every two months making such arrangements as the conduct, place of assembly and holding of such meetings as it may wish. The Commodore or in his absence a Chairman elected by those present shall preside.
  10. Voting (except in the case of a resolution relating to the expulsion of a member) shall be by show of hands. In the case of equality of votes the Commodore or Chairman (as the case may be) shall have a second and casting vote.
  11. Five members personally present shall form a quorum at a meeting of the Committee.

    Powers of the Committee
  12. The Committee shall manage the affairs of the club according to the Rules and shall cause the funds of the club to be applied solely to the objects of the club or for a benevolent or charitable purpose nominated by General Meeting.
    1. In particular the Committee shall ensure that the property and funds of the club will not be used for the direct or indirect private benefit of members other than as reasonably allowed by the rules and that all surplus income or profits are re-invested in the club.
  13. 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 vote of a General Meeting of the club.
  14. 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 the law. Such sub-committees shall consist of such members of the Committee or of the club as the Committees may think fit. Officers of the club shall be ex officio members of all such sub-committees.
  15. 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 so acting.
  16. 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 contract only as far as expressly authorised, or authorised by implication, by the members. No one shall, without the express authority of the membership in General Meeting, pledge the credit of the membership.
  17. In pursuance of the authority vested in the Committee by members of the club, members of the Committee are entitled to be indemnified by the members of the club against any liabilities properly incurred by them or any one of them on behalf of the club wherever the contract is of a duly authorised nature or could be assumed to be of a duly authorised nature and entered into on behalf of the club.

    The limit of any individual member's indemnity in this respect shall be a sum equal to one year's subscription at the then current rate of that category of membership unless the Committee has been authorised to exceed such limit by a General Meeting of the club.
  18. The Committee may nominate for election at an Annual General Meeting such Honorary Members as the Committee may think fit. The total of such Honorary members shall not, however, at any time, exceed [5% ] per cent of the total number of members.

    The election of Honorary Members shall be put to the vote at the Annual General Meeting each year and such Honorary Members shall be duly elected if two thirds of those present, and entitled to vote, vote in favour of election.

    Purchase and supply of excisable goods
  19. The purchase for the club of excisable goods and the supply of the same upon club premises shall be exclusively and solely under the control of the Committee, or of a special sub-committee appointed by the Committee.

    Intoxicating liquor may only be sold for consumption on the club premises to persons over the age of eighteen who are entitled to the use of the club premises in pursuance of the Rules, Byelaws and Regulations for the time being in force. No Junior's under the age of eighteen may purchase or attempt to purchase intoxicating liquor within the club premises nor may a Junior under the legal age purchase or attempt to purchase tobacco or cigarettes within the club premises.
  20. The Committee shall cause the club bar to be opened (subject to terms of the club premises certificate) at convenient times (and such times shall be prominently exhibited in the club premises) for the sale of excisable goods to persons who are entitled to the use of the premises of the club in pursuance of these rules (except Junior Members as aforesaid) PROVIDED THAT visitors' names and addresses and the name of their introducer shall have been entered in the Visitor's Book upon entry to club premises.
  21. No person shall take a commission, percentage or other such payment in connection with the purchase of excisable goods for the club. Any profit deriving from the sale of such goods shall (after deduction of the costs of providing such goods for the benefit of the club) be applied to the provision of additional amenities or the purchase of property to be held in trust for the benefit of the club.
  22. Proper accounts of all purchases and receipts shall be kept and presented at the Annual General Meeting in each year and such information as the [Honorary] Secretary or [Honorary] Auditors may require shall be furnished to enable any statutory return or statement and the payment of excise or other duty or tax to be made.
 
 

SECTION 5 - TRUSTEES

  1. There shall be at least three Trustees of the club who shall be appointed from time to time as necessary by the Committee of the club from among Full or Honorary Members who are willing to be so appointed.  A Trustee shall hold office during his lifetime or until he shall resign, by notice in writing given to the Committee, or until a resolution removing him 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.
  2. All the property of the club, including land and investments, shall be held by the Trustees for the time being, in their own names so far as it is necessary and practicable, on trust for the use and benefit of the club.  In the event of the death, resignation, or removal from office of a Trustee, the Committee shall nominate a new Trustee in his place, and shall as soon as possible thereafter take all lawful and practicable steps to procure the vesting of all club property into the names of the Trustees as constituted after such nomination.  For the purpose of giving effect to any such nomination, the [Honorary] 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 shall by Deed duly appoint the person or persons so nominated by the Committee.
  3. The Trustees shall in all respects act, in regard to any property of the club held by them, in accordance with the directions of the Committee and shall have power to sell, lease, mortgage or pledge any club property so held for the purpose of raising or borrowing money for the benefit of the club in compliance with the Committee's directions (which shall be duly recorded in the Minutes of the proceedings of the Committee) but no purchaser, lessee or mortgage shall be concerned to enquire whether any such direction has been given.

    1. 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 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.
    2. (To be incorporated in every contract, lease, licence or other agreement entered into by the Trustees of the Club).

 The liability of the Trustees for the performance of any contractual or other obligation undertaken by them on behalf of the Club shall be limited to the assets of the Club.

 
 

SECTION 6 - MEETINGS OF THE CLUB

  1. An Annual General Meeting of the club shall be held each year in the month of [January] on a date to be fixed by the Committee. The [Honorary] Secretary shall at least fourteen days before the date of such meeting post or deliver to each member notice hereof and of the business to be brought forward thereat.
  2. No business, except the passing of the Accounts and the election of the 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 notice thereof be given in writing by a member entitled to vote to the [Honorary] Secretary at least forty two days before the date of the Annual General Meeting.
  3. The Committee may at any time, upon giving twenty one days notice in writing, call a Special General Meeting of the club for any special business, the nature of which shall be stated in the summons convening the meeting, and the discussion at such meeting shall be confined to the business stated in the notice sent to members.
  4. The Committee shall call a Special General Meeting upon a written request addressed to the [Honorary] Secretary by at least [5] members. The Committee shall give twenty one days notice in writing of any such Special General Meeting. The discussion at such meeting shall be confined to the business stated in the notice sent to members.
  5. At every meeting of the club the President or the Commodore or, in their absence, a Chairman elected by those present shall preside.
  6. Fifteen members entitled to vote and personally present shall form a quorum at any meeting of the club.
  7. Only Full and Honorary members shall vote at any meeting of the club. Other members may attend but are not entitled to vote.
  8. Voting, except upon the election of members of the Committee, shall be by show of hands.
  9. In the case of an equality of votes the Chairman shall have a second or casting vote, on any matter other than the election of members of the Committee.
  10. On any resolution properly put to a meeting of the club relating to the creation, repeal or amendment of any Rule, Byelaw or Regulation of the club such Rule, Byelaw or Regulation shall not be created, repealed or amended except by a majority vote of at least two-thirds of those present and entitled to vote.

    [(a) Provided that no such change shall jeopardise the club's status as a Community Amateur Sports Club within the meaning of the Finance Acts, or in any event alter its objects or winding-up provisions.]

    (a) If, upon the winding up or dissolution of the club, there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed amongst the members of the Club. The Committee shall dispose of the net assets remaining to one or more of the following:

    (i) to another club with similar sports purposes which is a charity and/or

    (ii) to another club with similar sports purposes which is a registered CASC and / or

    (iii) to the sport's national governing body for use by them for related community sports.

 

 
 

SECTION 7 - DISSOLUTION OF THE CLUB

If, upon the winding up or dissolution of the club, there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed amongst the members of the Club. The Committee shall dispose of the net assets remaining to one or more of the following:

  1. to another club with similar sports purposes which is a charity and/or
  2. to another club with similar sports purposes which is a registered CASC and / or
  3. to the sport's national governing body for use by them for related community sports.
 
 

SECTION 8 - BYELAWS

  1. The present rights and privileges of each category of membership shall be as follows:-

    A FULL MEMBER shall have the full use of all the club facilities.

    AN HONORARY MEMBER shall have the full use of all the club facilities.
    1. Shall have no right to enter club races or regattas unless specifically authorised by the [Honorary] Secretary or Committee.
    2. Shall have no right to introduce visitors to the club or the facilities thereof.
    3. Shall have no right to take any part in the management of the club.
    4. Is deemed to have notice of and impliedly undertakes to comply with the club rules, current Byelaws and Regulations as if he or she were a member of the club and so far as the said Rules, Byelaws and Regulations may be deemed to apply to such Temporary Member.
    5. Shall be liable to be expelled from the club premises or to be prohibited from using the club facilities if, in the opinion of the [Honorary] Secretary, he or she shall not have reasonably complied with the above conditions.
  2. No dogs may be brought into the club premises.
  3. Cars may only be parked in areas designated for such parking so as not to cause an obstruction to other cars or to the approaches to the club premises.
  4. The club premises shall be open to members at such times as the Committee shall direct.
  5. The permitted hours for the sale of intoxicating liquor are as follows:-

    Monday - Thursday [ N/A ]
    Fridays and Saturdays [ N/A ]
    Sundays, Good Friday and Christmas Day [ N/A ]

    and the bar will be open at these hours or at such other hours as may be decided by the Committee subject to any restrictions imposed from time to time by the Licensing Authority.
  6. In addition to the powers given to the Committee under Rule 17, and Rule 42 hereof if, at any time, any fees payable to the club by any member or former member shall be three months or more in arrears and a vessel the property of a member or former member remains upon the club premises, the Committee may:-

 (a) Move the vessel to any part of the club premises without being liable for any loss or damage to the vessel howsoever caused.

 (b) Give three 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, mooring, 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 and any arrears as aforesaid to be a debt owing to the club by the member or former member.

(d) Further the club shall at all times have a lien over members' or former members' boats parked or moored on the club's premises or club moorings in respect of all monies due to the club, whether in respect of arrears of mooring fees or subscriptions or otherwise.

 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 the proceeds of sale (unless any indebtedness by the member or former member to the club) shall be placed upon bank deposit account and retained against the eventuality of a claim by the owner (whether he be the said member or former member or otherwise) for a period of six years.