Constitution of the Royal Corinthian Yacht Club(Cowes)
being the Memorandum and Articles of Association of RCYC (Cowes) Limited
and the Rules made in accordance therewith.
The Cowes members of the Royal Corinthian Yacht Club are members of RCYC (Cowes) Limited, a company limited by guarantee set up to hold the assets and assume the
liabilities attributable to the Cowes branch of the Royal Corinthian Yacht Club
MEMORANDUM OF ASSOCIATION Of RCYC (COWES) LIMITED
1. The Company’s name is “RCYC (COWES) LIMITED”.
2. The Company’s registered office is to be situated in England and Wales.
3. The Company’s objects are:-
(a) To establish, maintain, conduct and be responsible for all the assets and liabilities of the Company for the following purposes:-
(i) The encouragement of amateur yacht sailing and other sports, games and pastimes;
(ii) The encouragement of the study of seamanship, pilotage and navigation and the improvement in design of cruising and racing yachts;
(iii) The holding and arrangements of matches, races, regattas and competitions in yachting and other sports, pastimes and games and the offering and granting of contributions towards the provision of prizes, awards and distinctions; and
(iv) The promotion of social intercourse between Members of the Company and their friends and guests and the provision of accommodation.
(b) To provide Club Houses, and other conveniences for the use of Members and to furnish and maintain the same, and to permit the same to be used by the members and their friends and guests and by members of the Royal Corinthian Yacht Club, either (in each case) gratuitously or upon such terms as shall be agreed upon from time to time, and to manage the affairs of the Company, and generally, to do whatever may seem best calculated to promote the interests of the Company for the purposes aforesaid.
(c) To provide all kinds of meals and refreshments, liquor (alcoholic or otherwise), tobacco and other articles for the use of the Members and their friends and guests.
(d) To buy, sell and deal in all kinds of boats, vessels, gear, equipment, fittings, apparatus and materials in connection with the objects of the Company, and all kinds of provisions required by the Members.
(e) To raise money by subscriptions, and to grant any rights and privileges to Members.
(f) To purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property.
(g) To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.
(h) To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made.
(i) To lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with the Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid).
(j) To borrow and raise money in any manner and to secure the repayments of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company’s property or assets (whether present or future) and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance of the Company of any obligation or liability it may undertake or which may become binding on it.
(k) To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments.
(l) To apply for, promote, and obtain any Act of Parliament, order or licence of the Department of Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company’s interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.
(m) To enter into any arrangements with any government or authority (supreme, municipal, local or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges and concessions.
(n) To remunerate any person, firm or company rendering services to the Company either by cash payment or otherwise as may be thought expedient.
(o) To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company, or to contract with any person, firm or company to pay the same.
(p) To support and subscribe to any charitable or public object and to support and subscribe to any institution, society or club which may for the benefit of the Company or may be connected with any town or place where the Company carries on business; and to make payments towards insurance including insurance for any Director, officer or Auditor against any liability as is referred to in Section 310(1) of the Act.
(q) To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.
(r) To do all such other things as may be deemed incidental or conducive to the attainment of the Company’s objects or any of them.
AND so that:-
(1) None of the objects set forth in any sub-clause of this Clause shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this Clause, or by reference to or inference from the name of the Company.
(2) None of the sub-clauses of this Clause and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub-clause, and the Company shall have a full a power to exercise each and every one of the objects specified in each sub-clause of this Clause as though each such sub-clause contained the objects of a separate Company.
(3) The word “company” in this Clause, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.
(4) In this Clause the expression “the Act” means the Companies Act 1985, but so that any reference in this Clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.
4. The liability of the Members is limited.
5. Every Member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company’s assets if it should be wound up while he is a Member or within one year after he ceases to be a Member, for payment of the Company’s debts and liabilities contracted before he ceases to be a Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
ARTICLES OF ASSOCIATION of RCYC (COWES) LIMITED
PRELIMINARY
1. No regulations set out in any statute, or in any statutory instrument made under any
statute, concerning companies shall apply as regulations or articles of the Company.
INTERPRETATION
2. In the Articles:
- “the Act” means the Companies Act 1985, including any statutory modification or re-enactment thereof for the time being in force;
- “the articles” means the articles of the Company;
- “clear days” in relation to the period of notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
- “Committee” means the Board of Directors of the Company and reference to a members of such Committee shall mean a director or directors of the company;
- “executed” includes any mode of execution;
- “office” means the registered office of the Company;
- the “Rules” mean the rules or bye laws of the company for the time being made in accordance with the articles;
- “the seal” means the common seal of the Company;
- “secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company including a joint, assistant or deputy secretary;
- “the United Kingdom” means Great Britain and Northern Ireland. Unless the context otherwise requires, words or expressions contained in the Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when the Articles become binding on the Company.
MEMBERSHIP
3. Such persons as are admitted to membership (which shall also constitute such person as Cowes members of the Royal Corinthian Yacht Club, Burnham (“the Burnham Club”), subject to and in accordance with the constitution and rules thereof) in accordance with these Articles and the Rules shall be Members of the Company. Every person who wishes to become a Member shall deliver to the Company an application for membership in accordance with the Rules and otherwise in such form as the Committee requires, executed by him.
4. A Member may at any time withdraw from the Company be giving at least 48 hours notice to the Company. Membership shall not be transferable and shall cease on death.
5. The Members shall be such persons over the age of 18 as may be duly elected from time to time by the Committee as Members of the Company; provided always that the Committee may decline to elect any person as a Member.
6. The Members shall pay such entrance fee and subscription to the Company as shall from time to time be fixed by the Rules.
7. The Members shall, so long as they remain members, be entitled to an equal share in the property of the Company and the privileges associated with Membership (subject always to the Rules) but such share shall not be assigned or transferred. Upon a person ceasing to be a Member of the Company his interest in the property of the Company and the associated privileges shall cease.
8. A person shall cease to be a Member:-
(i) on his resignation, bankruptcy or death;
(ii) on the Committee so resoling in circumstances where either (a) his entrance fee or subscription remains unpaid for three months and a period of 30 days has expired following service of notice of the outstanding amount on such Member and, in case of a new Member, also on his proposer and seconder, or (b) should any Member’s subscription or other money due to the Company remain unpaid for six months, unless in consequence of his being abroad, or for any other sufficient reason, the Committee extends the time allowed for payment or determines to abate the whole or a portion of the sum due;
(iii) by a resolution of the Committee to terminate his membership passed in accordance with the Rules, provided that (a) not less than seven days notice of the meeting convened to consider such resolution be given to each member of the Committee; and (b) the number of votes in favour of the resolution shall be not less than two-thirds of the total number present and not less than three-fifth of the number of persons for the time being constituting the Committee; and
(iv) in such other circumstances as may be provided for in the Rules
9. The Company shall maintain and manage its property and affairs for the benefit and use of all the Members of the Company and may also recognise such other persons, to be known as Associated Members of the Cowes Club House or Associate Members, upon such payments and upon such conditions, if any, as may be from time to time determined by the Rules for the purpose of permitting such persons to have use of the Cowes Club House and facilities of the Company. Such Associate Members shall unless otherwise stated in the Rules, have all the rights and privileges of ordinary Members, except that they shall not be Members of the Company, and shall have no share in the property of the Company and have no right to attend the meeting of the Company or to propose new Members. The membership of any Associate Member shall cease on his or her resignation, bankruptcy or death, or by a resolution of the Committee or otherwise in accordance with Rules, without compensation at the end of any financial year, or at any other time subject to the refund of any subscription paid for the current year.
GENERAL MEETINGS
10. All general meetings other than annual general meetings shall be called extraordinary general meetings.
11. The Committee may call general meetings and, on the requisition of members pursuant to the provision of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient members of the Committee to call a general meeting, any member of the Committee or any Member of the Company may call a general meeting.
NOTICE OF GENERAL MEETINGS
12. (a) An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a member of the Committee shall be called by at least 21 clear days’ notice. All other extraordinary general meetings shall be called by at least 14 clear days’ notice but a general meeting may be called by shorter notice if it is so agreed:-
(i) in the case of an annual general meeting, by all the Members entitled to attend and vote thereat; and
(ii) in the case of any other general meeting, by a majority in number of the Members having a right to attend and vote being a majority together holding (subject to the provisions of an elective resolution of the Company for the time being in force) not less that 95 per sent. of the total voting rights at the meeting of all Members.
(b) The notice shall specify the time and place of the meeting and the general nature of the business to be transacted, and, in the case of an annual general meeting, shall specify the meeting as such.
(c) The notice shall be given to all Members and the Auditors.
(d) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.
PROCEEDINGS AT GENERAL MEETINGS
13. No business shall be transacted at any meeting unless a quorum is present. In the case of general meetings other than such meetings requisitioned by Members, 15 Members and, in the case of requisitioned meetings, 50 Member shall be a quorum.
14. If a quorum is not present within half an hour from the time appointed for a general meeting, or if during a meeting such a quorum ceases to be present, the general meeting shall stand adjourned to the same day in the week at the same time and place or to such other day and at such other time and place as the Committee may determine.
15. The Chairman (being, in accordance with the Rules, the Vice-Commodore), if any, of the Committee or in his absence some other member of the Committee nominated by the Committee shall preside as Chairman of the meeting, but if neither the Chairman nor such other member of the Committee (if any) be present within 15 minutes after the time appointed for holding the meeting and willing to act, the members of the Committee present shall elect one of their number to be Chairman and, if there is only one member of the Committee present and willing to act, he shall be Chairman.
16. If no member of the Committee is willing to act as Chairman, or if no member of the Committee is present within 15 minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one of their number to be Chairman.
17. The Chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 14 days or more, a least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
18. A declaration by the Chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact with- out proof of the number or proportion of the votes recorded in favour of or against the resolution.
19. In the case of an equality of votes the Chairman shall be entitled to a casting vote in addition to any other vote he may have.
20. A resolution in writing executed by or on behalf of each Member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more Members.
VOTES OF MEMBERS
21. Every Member present in person shall have one vote. A Member shall not be entitled to appoint a proxy to act on his behalf.
22. A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote by his receiver, curator bonis or other person authorised in that behalf appointed by that court. Evidence to the satisfaction of the members of the Committee of the authority of the person claiming to exercise the right to vote shall be deposited at the office not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.
23. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.
APPOINTMENT OF MEMBERS OF THE COMMITTEE
24. The maximum number and minimum number respectively of the members of the Committee may be determined from time to time by ordinary resolution in general meeting of the Company. Subject to and in default of any such determination, the maximum number of members of the Committee shall be 23 and the minimum number of members of the Committee shall be five.
25. The members of the Committee shall comprise only those members elected or appointed to the Committee of the Company in accordance with the Articles and the Rules and such election or appointment of such members shall constitute their appointment as directors of the Company. Of the members so appointed, the member appointed as Vice-Commodore shall be the Chairman of the Committee and those appointed as Rear-Commodores shall be know as Vice-Chairmen.
26. (a) The Committee shall comprise:
(i) the Members appointed as flag officers of the Company (“the Company’s Flag Officers”) in accordance with the rules;
(ii) not more than 15 other Members elected in accordance with the Rules; and
(iii) the Commodore, Vice-Commodore and the Rear Commodores of the Burnham Club, but only so long as the conditions set out in paragraph (b)(i) to (iii) (inclusive) of this Article 26 are satisfied.
(b) Each of the flag officer of the Burnham Club referred to in paragraph (a)(iii) of this Article 26 shall, upon election to such office by members of the Burnham Club in accordance with the constitution and rules thereof and, in the case of the Rear-Commodore, upon nomination by the committee of the Burnham Club, become a Member of the Company (without any liability to pay an annual subscription or entrance fee), a member of the Committee and an honorary flag officer in accordance with the Rules unless and until;
(i) such individual shall cease to be a flag officer or member of the Burnham club; or
(ii) the Burnham Club shall fail to provide corresponding rights to certain of the Company’s Flag Officers; or
(iii) the Burnham Club shall fail to provide to Members rights of associated membership of the Burnham Club which correspond (as near as practicable and otherwise as determined by the Committee) with those provided by the Company to members of the Burnham Club.
(c) all of the members of the Committee other than those holding office pursuant to paragraph (a)(iii) of this Article 26 shall retire by rotation at each annual general meeting.
27. No person shall be appointed a member of the Committee at any general meeting unless either:-
(i) he is recommended by the Committee; or
(ii) he is a member of the retiring Committee and offers himself for reelection; or
(iii) not less than 30 nor more than 90 clear days before the date appointed for the general meeting, a nomination in writing duly proposed and seconded by Members has been received by the Company for the appointment of that person, together with notice signed by that person of his willingness to be appointed.
28. Not less than 14 nor more than 28 days clear days before the date appointed for holding a general meeting notice shall be given to all who are entitled to receive notice of the meeting of any person who is recommended by the Committee for appointment or reappointment as a member of the Committee at the meeting or who is offering himself for such reappointment or in respect of whom a nomination has been duly received by the Company for his appointment or reappointment as a member of the Committee. The notice shall give the particulars of that person which would, if he were so appointed or reappointed, be required to be included in the Company’s register of members of the Committee. The names of all candidates willing to serve shall be submitted for election at the general meeting.
29. The Committee may appoint a person who is willing to act to be a member of the Committee, either to fill a vacancy or as an additional member of the Committee, provided that the appointment does not cause the number of Committee to exceed any number determined in accordance with Article 24 above as the maximum number of members of the Committee and for the time being in force.
POWERS OF THE COMMITTEE
30. Subject to the provision of the Act, the Memorandum and the Articles, the Rules and to any directions given by special resolution, the business of the Company shall be managed by the Committee who may exercise all the powers of the Company. No alteration of the Memorandum or Articles or the Rules and no such direction shall invalidate any prior act of the Committee which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the Committee by the Articles and a meeting of the Committee at which a quorum is present may exercise all powers exercisable by the Committee.
31. The Committee may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.
DELEGATION OF COMMITTEE’S POWER
32. The Committee may delegate any of its powers to any sub-committee in accordance with Rules provided that not less than half of the members of any sub-committee are members of the Committee, that the total number is not less than four, and that vacation of office on the Committee shall also involve vacation of office on any sub-committee. Any such delegation may be made subject to any conditions the Committee may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceeding of a sub-committee with two or more members shall be governed by the Articles regulating the proceeding of Committee so far as they are capable of applying.
BORROWING POWERS
33. The Committee may exercise all the powers of the Company to borrow money without limit as to amount and upon such terms and in such manners as they think fit, and to grant any mortgage, charge or standard security over its undertaking and property, or any part thereof, and to issue debentures, whether outright or as security for any debt, liability or obligation of the Company or of any third party.
DISQUALIFICATION AND REMOVAL OF MEMBERS OF THE COMMITTEE
34. The office of a member of the Committee shall be vacated if:-
(a) he ceases to be a member of the Committee by virtue of any provision of the Act or he becomes prohibited by law from being a director; or
(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(c) he is, or may be, suffering from mental disorder and either;-
(i) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1993 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960; or
(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a received, curator bonis or other person to exercise powers with respect to his property or affairs; or
(d) he resigned his office by notice to the Company; or
(e) he shall for more than six consecutive months have been absent without permission of the Committee from meetings of the Committee held during that period and the remaining members of the Committee resolve that his office be vacated; or
(f) he ceases to be a member of the Committee or a Member of the Company in accordance with the articles or the Rules respectively.
EXPENSES OF COMMITTEE MEMBERS
35. The Committee members may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of the Committee or sub-committees of the Committee or general meetings or separate meetings of the holders of debentures of the Company or otherwise in connection with the discharge of their duties.
INTERESTS OF MEMBERS OF THE COMMITTEE
36. Subject to the provisions of the Act, and provided that he has disclosed to the Committee the nature and extent of any material interest of his, a member of the Committee notwithstanding his office:-
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
(b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
(c) shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
37. For the purpose of Article 36:-
(a) a general notice given to the Committee that a member of the Committee is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure a member of the Committee has an interest in any such transaction of the nature and extent so specified; and
(b) an interest of which a member of the Committee has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
CONTRIBUTIONS
38. The Committee may exercise the powers of the Company conferred by Clause 5 of the Memorandum of Association of the Company.
PROCEEDINGS OF THE COMMITTEE
39. A member of the Committee may vote, at any meeting of the Committee or of any sub-committee of the Committee, on any resolution, notwithstanding that it in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever, and if he shall vote on any such resolution as aforesaid his vote shall be counted; and in relation to any such resolution as aforesaid he shall (whether or not he shall vote on the same) be taken into account in calculating the quorum present at the meeting.
40. Subject to the provision of the Articles, the Committee may regulate their proceedings as they think fit. A member of the Committee may, and the Secretary at the request of a member of the Committee shall, call a meeting of the Committee. It shall not be necessary to give notice of a meeting to a member of the Committee who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes and, in the case of a equality of votes, the Chairman shall have a second or casting vote.
41. A meeting of the Committee or of sub-committee of the Committee may consist of a conference between members of the Committee who are not all in one place, but of whom each is able (directly or by telephone communication) to speak to each of the others, and to be heard by each of the others simultaneously; and the word “meeting” in these Articles shall be construed accordingly.
42. The quorum for the transactions of the business of the Committee shall be fixed by the Committee and, unless so fixed at any other number shall be five.
43. The continuing members of the Committee or a sole continuing member of the Committee may act notwithstanding any vacancies in their number, but, if the number of members of the Committee is reduced below the minimum number fixed by or in accordance with the Articles, the continuing member or members of the Committee, notwithstanding that the number of members of the Committee is below the number fixed by or in accordance with the Articles as the quorum or that there is only one continuing such member, may act only for the purpose of filling vacancies or of calling a General Meeting.
44. If there is no member of the Committee holding the office of Chairman of the Committee, or if the member of the Committee holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the members of the Committee present may appoint one of their number to be chairman of the meeting.
45. All acts done by a Meeting of the Committee, or of a sub-committee of the Committee, or by a person acting as a member of the Committee shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any member of the Committee or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a member of the Committee and had been entitled to vote.
46. A resolution in writing signed by the members of the Committee entitled to receive notice of a meeting of the Committee or of a sub-committee of the Committee shall be as valid, and effectual as if it had been passed at a meeting of the Committee or (as the case may be) a sub-committee of the Committee duly convened and held and may consist of several document in the like form each signed by one or more members of the Committee.
47. If a question arises at a meeting of the Committee or of a sub-committee of the Committee as to the right of a member of the Committee to vote, the question may, before the conclusion of the Committee meeting, be referred to the Chairman of the Committee meeting and his ruling in relation to any member of the Committee other than himself shall be final and conclusive.
SECRETARY
48. Subject to the provisions of the Act, the Secretary shall be appointed by the Committee for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.
MINUTES
49. The Committee shall cause minutes to be made in books kept for the purpose:-
(a) of all appointment of officers made by the Committee; and
(b) of all proceedings at meetings of the Company and of the Committee, and of sub-committees of the Committee, including the names of the Committee members present at each such meeting.
THE SEAL
50. (a) If the Company has a seal, it shall only be used with the authority of the Committee or of a sub-committee of the Committee. The Committee may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a member of the Committee and by the Secretary or second Committee member.
(b) The Company may exercise the power conferred by Section 39 of the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Committee.
ACCOUNTS
51. No members shall (as such) have any right of inspecting any accounting records or other book or document of the Company except as conferred by statute or authorised by the Committee or by ordinary resolution of the Company.
NOTICES
52. Any notice to be given to or by any person pursuant to the articles shall be in writing except that a notice calling a meeting of the Committee need not be in writing.
53. The Company may give any notice to a Member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. A Member whose registered address is not within the United Kingdom and who gives to the Company an address with the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such Member shall be entitled to receive any notice from the Company.
54. A Member present in person at any Meeting of the Company shall be deemed to have received notice of the Meeting and, where requisite, of the purpose for which it was called.
55. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
INDEMNITY
56. (a) Every Committee member or other officer or Auditor of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duites of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 727 of the Act in which relief is granted to him by the Court, and no Committee member or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the company in the execution of the duties of his office or in relation thereto. But this article shall only have effect in so far as its provision are not avoided by Section 310 of the Act.
(b) The Committee shall have power to purchase and maintain for any Committee member, officer or Auditor of the Company insurance against any such liability as is referred to in Section 310 (1) of the Act.
RULES OR BYE LAWS
57. The Committee may from time to time make such Rules or Bye Laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Committee and for the purposes of prescribing the classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they shall by such Rules or Bye Laws regulate:-
(i) The admission and classification of Members of the Company, and the rights and privileges of such Members, and the conditions or membership and the terms on which Members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members.
(ii) The conduct of Members of the Company in relation to one another, and the Company’s servants.
(iii) The setting aside of the whole or any part or parts of the Company’s premises at any particular time or times or for any particular purpose or purposes
(iv) The procedure at General Meetings and meeting of the Committee and committees of the Company in so far as such procedure is not regulated by these presents.
(v) And, generally, all such matters as are commonly the subject matter of Company rules.
58. The rules as at the date of adoption of these Articles shall be as specified in a document entitled “The Club Rules” initialled by the Chairman for the purposes of identification and retained by the Secretary and no alteration or additions thereto may be made unless such alterations or additions be proposed and seconded at one meeting of the Committee and inserted in the notice convening the next meeting of the Committee and sanctioned at that meeting by a majority of not less than two votes to one. All such alterations of or additions to the said rules shall cease to operate as from the date of the next ensuing General Meeting of the Company unless the same be duly confirmed thereat.
59. No part of the revenues of the Company shall be applied in the payment of dividends to the Members, but after providing for all expenses and payments, considered by the Committee to be necessary or desirable, the balance of the funds of the Company may be utilised or dealt with in such manner as the Committee may determine for the furtherance of the objects of the Company.
THE CLUB RULES
Rules relating to Cowes membership of
the Royal Corinthian Yacht Club
and RCYC (Cowes) Limited (the “Club”),
(Expressions defined in the Articles of Association of the Company shall have the same meaning when used in these Rules save where the context otherwise requires)
1. Election of New Members
Candidates for membership must be proposed and seconded by Members of the Club on the printed form supplied by the Club, on which shall be stated the full Christian names and surname, address and occupation of the candidate. The proposal shall be forwarded to the Secretary and submitted by him to the next meeting of the Committee, who may then cause the name of the Candidate, with the particulars in the proposal form to be posted prominently in the Cowes Club House in parts frequented by the Members for at least 14 days. Candidates whose names have been submitted may be elected by ballot by the Committee, one black ball in five to exclude. The proposer of a candidate shall be liable for his nominee’s entrance fee and first year’s subscription if not paid.
2. Life Members
Any Member whose subscription is not in arrears may become a Life Member by a single payment of such sum as the Committee shall fix annually. A Life Member shall be entitled to avail himself or herself of all the amenities of the Cowes Club House.
Any Member having cancelled any debt to him from the Club, or conferred any benefit on the Club of a total value equivalent, in the opinion of the Committee, to the amount otherwise payable under this Rule may, upon the application of such Member or at the discretion of the Committee, be elected a Life Member without further payment.
3. Honorary Flag Officers
The Committee may confer upon any person whether a Member of the Club or Honorary Member the rank of an Honorary Flag Officer. Such Honorary Flag Officer shall have the right to fly the appropriate burgee of the rank but shall not by virtue of any appointment under this rule have any rights or privileges (except as mentioned above) other than those to which they should be entitled by reason of the nature of their membership. The Commodore, Vice-Commodore and the Rear Commodores of the Burnham Club shall upon election to such office by members of the Burnham club in accordance with the constitution and rules thereof become Honorary Flag Officers of the Club but only for so long as the conditions set out in paragraph (b)(i) to (iii) (inclusive) of Article 26 of the Articles are satisfied.
4. Associate Members
The following may be admitted as Associated Members of the Cowes Club House:
(a) Burnham members: A full member of the Royal Corinthian Yacht Club (“the Burnham Club”).
(b) Cadet members: Persons elected as cadet members.
(c) Temporary members: Any gentleman or lady having completed an application form and being approved by the Committee.
5. Burnham Members
A Burnham member shall be entitled to the use of the Cowes Club House facilities for a maximum of ten days in each calendar year (having first given the Secretary notice of such proposed user).
Associate membership and the right to use such facilities shall cease if:-
(i) the Burnham Club shall fail to provide to Members of the Club rights of associate membership of the Burnham Club which correspond (as near as practicable and otherwise as determined by the Committee) with those provided by the Club to Burnham Members; or
(ii) withdrawn either pursuant to a resolution of Members passed in general meeting if the continuation of Associate Membership is considered not to be in the best interest of the Club or alternatively if the Committee, pursuant to a resolution of Members passed in general meeting, gives three months’ notice to the Burnham Club ; or
(iii) the Burnham Club shall fail to provide to the Company’s Flag Officers rights in relation to membership of the Club and Committee and appointment as honorary flag officers which correspond (as near as practicable and otherwise as determined by the Committee) with those provided by the Company to certain of the flag officers of the Burnham Club;
6. Cadet Members
Cadet members shall be allowed access only to such portions of the Cowes Club House and under such restrictions as the House Committee may from time to time determine. Cadet members shall not have the right to introduce guests to the Cowes Club House.
On attaining the age of 18 Cadet members may be elected as members of the Club in the usual way.
7. Temporary Members
Temporary Members shall be restricted to a maximum period of six months after which, unless they become members of the Club in the usual manner, this associated membership shall cease.
Temporary Members shall complete an application form which shall be approved by the flag officers and referred to and confirmed by the Committee.
The names of intending Temporary Members, together with their addresses and periods of Temporary Membership, are to be posted 48 hours before their arrival in the Cowes Club House. Their temporary membership shall commence from this date and is subject to there being no objection in writing lodged with the Secretary or the local House Secretary by a full member. A decision on any such objection shall be given by the Committee.
Upon proper invitation being issued by the Secretary, members of recognised Yacht Clubs visiting in their yachts, or otherwise, may become temporary Honorary Members.
8. Recognition of Associate Members
Each Associated Member shall be elected in the manner provided by Rule 1 save for Burnham members and temporary members.
9. Temporary use of the Club’s facilities
(a) A member of any Club recognised by the Royal Yachting Association (a list whereof is contained in the Year Book of the said Association) or with which the Club has a reciprocal arrangement may be authorised to use the Cowes Club House by any member of the Committee and such authorisation shall specify between which dates not being more than 14 days apart the said person may so use the premises.
(b) Any person who is a competitor in any race sponsored or organised by or on behalf of the Club or the SCRA and any person who is a member of the crew of such competitor for the purposes of the race is entitled to the use of the Cowes Club House within a period of 24 hours before and after the race in which they are competing provided that such person may not be introduced more that four times in any year.
(c) Intoxicating liquor may be sold to, or for consumption on the premises by, those persons over the age of 18 who are entitled to the use of the Cowes Club House in pursuance of sub-clauses (a) and (b) hereof.
(d) The 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 Cowes Club House premises only under sub-clauses (a) and (b) hereof.
10. Voting
Members of the Club but not Associate Members of the Cowes Club House shall be entitled to vote at a meeting of the Club and each member shall have one vote. Only Members can be members of the Committee.
11. Commencement of Membership
Persons may not be admitted to membership, or be admitted as candidates for membership to any of the privileges of membership, without an interval of a least two days between their nomination or application for membership and their admission, nor may persons becoming members without prior nomination or application be admitted to the privileges or membership without an interval of a least two days between their becoming members and their admission.
12. Subscriptions
(a) Annual subscriptions and entrance fees shall be fixed by the Committee on an annual basis for Members (and, where appropriate, for Associated Members).
(b) Entrance fees are payable on election.
(c) Subscriptions are payable on election and on the 1st January of each succeeding year PROVIDED that Members (or Associated Members) who pay by bakers’ order shall be entitled to pay their subscriptions by instalments if so determined by the Committee.
(d) In the case of Members (or Associate Members) elected (or recognised) after 29th September in any year the subscription payable for that year shall cover both that year and the succeeding year.
(e) No member (or, where appropriate, Associate Member) shall be entitled to the privileges of Membership until the subscription and entrance fee (if any) payable on election have been paid.
(f) Any Member (or Associate member) desirous of terminating membership (or recognition shall) give notice in writing to the Secretary on or before 31st December in any year, failing which a subscription (at the rate last paid) shall be payable in respect of the year in which notice is given.
(g) If any subscription is outstanding for more than two months after demand, then a 10% surcharge shall also become payable.
13. Flag Officers
(a) The Flag Officers of the Club shall consist of a Vice-Commodore, two Rear-Commodores and an Honorary Treasurer, who shall be elected at the Annual General Meeting as Flag Officers. The Flag Officers shall retire annually and shall be eligible for re-election but shall not serve in the same office for more than three consecutive years. They may be elected again after a period of at least one intervening year.
(b) If there is more than one candidate for an office, a ballot of the members present will be held. If there is only one candidate for an office, such candidate will be deemed duly elected.
(c) If there is to be a ballot for an office, the names of the candidates for each office shall be printed on ballot forms. Members present at the General Meeting shall be given one such form, from which they shall delete the names of the candidates of whom they do not approve, leaving a single name for election to each rank of Flag Officer.
14. Election of Committees
(a) The Committee shall constitute the Flag Officers together with those members elected to the Committee in accordance with this paragraph 14 together with the Commodore, Vice Commodore and Rear Commodores of the Burnham Club to the extent so provided in Article 26 of the Articles.
(b) If more than 15 eligible candidates offer themselves for election for the Committee under this paragraph 14 (disregarding the Flag Officers), a maximum of three of any candidates who have served on the Committee for more than 3 years shall retire and not stand for re-election or if there are more than three such candidates there shall be a ballot amongst the other members of the Committee to select three candidates to so retire. The Vice Commodore will have a casting vote in the event such ballot is inconclusive.
(c) If after retirement of all such members so required to retire more than 15 eligible candidates under this paragraph 14 remain, an election will be held. Otherwise all candidates will be deemed duly elected.
(d) Any member of the Committee who has retired under Rule 14(b) is not eligible for re-election for at least two years.
(e) The names of all of the candidates eligible so to serve shall be submitted for election at the General Meeting. The election shall be by ballot and taken in the following manner:
(i) the names of the candidates shall be printed on ballot forms (and for this purpose any name of an elected Flag Officer shall be disregarded).
(ii) each member present at the General Meeting shall be given one such forms, from which the member shall erase the names of any candidates of whom the member does not approve, leaving not more than fifteen names, in favour of whom the member will be deemed to have voted.
(iii) Scrutineers appointed by the General Meeting shall then collect the forms and on examination shall declare the 15 names, who have received the most votes, and these members shall be declared duly elected.
(f) The Committee may appoint a person who is willing to act to be a member of the Committee, either to fill a vacancy or as an additional member of the Committee, provides that the appointment does not cause the number of Committee to exceed 15 plus the Flag Officers. In the event that the office of a Flag Officer becomes vacant the Committee may appoint a person to fill such vacancy for the period until the next General Meeting.
(g) The Committee may appoint such sub-committees as it may think fit and shall appoint a Sailing Committee and a House Committee which will exercise the powers conferred on them by the Committee and the Rules.
15. Sailing Committee
All matters of dispute arising locally under the Sailing or Class Rules of the Club shall be referred to the Sailing Committee for decision.
16. House Committee
The House Committee shall regulate the tariff, drawn up any Bye-Laws, and generally manage the arrangements of the Cowes Club House and premises in respect of which it is appointed. The House Committee shall be subordinate to the Committee whose sanction must be obtained for all Rules. Regulations and expenditure other than that required for ordinary running expenses. All general orders and instructions to the Club’s servants shall be issued by the appropriate House Committee through its duly appointed representative.
17. Co-ordinating Committee
(a) The Co-ordinating Committee shall comprise the Commodore of the Burnham Club and two flag officers from each of the Club and the Burnham Club.
(b) The Committee shall nominate the flag officers from the Club to sit on the Co-ordinating Committee.
(c) The Co-ordinating Committee shall meet to co-ordinate the relationship between the Club and the Burnham Club, their joint sailing activities and such other matters as shall be considered appropriate. Any recommendations shall require approval of the Committee before being given effect to.
(d) The Co-ordinating Committee shall meat at least three times in each year.
(e) This Committee shall be disbanded in the event that the associate membership of the Burnham Club for Members of the Club ceases (for whatever reason) or is not reciprocated by the Burnham Club.
18. Supply of Intoxicating Liquor
Responsibility for the purchase for the Club and the supply of the Club of intoxicating liquor shall be exclusively controlled by the General Meeting or a sub-committee of the Committee. Such a sub-committee shall comprise not less than three elected members of the Committee approved by the Committee for that purpose. In the event of any member for any reason ceasing to be a member of the Committee, he shall thereupon cease to be a member of the sub-committee and another elected member of the Committee may be appointed in his place. Such sub-committee shall in no way be restricted in freedom of purchase.
19. Payments
All monies due to the Club other than for refreshment, lodging, etc. shall be paid to the Secretary, or otherwise as directed by the Committee from time to time.
20. Disputed Questions
The decision of the Committee in all disputes and matters referred to them shall be final. In all disputed questions referred to the Committee of which a member may be personally interest, such member shall not vote nor shall he take part in the discussion, except as provided by the Articles.
21. Termination of Membership
(a) If any Member shall commit any breach of the Memorandum of Association of the Company or the Articles, these Rules, the House Rules or any other rules of the Club for the time being in force, or if the conduct of any Member, either in or out of the Cowes Club House, is such as shall in the opinion of the Committee be injurious to the character or interest of the Club or its membership or render him unfit to remain a Member, then the Committee may, by letter, invite such Member to withdraw from the membership within a time, not being less than 21 days, specified in such letter and, in default of such withdrawal, the Committee shall consider the question of terminating his membership at a Committee meeting held not less than one week or more than two calendar moths after the date of such letter.
The Member whose membership is under consideration shall be given not less than seven days’ notice of such meeting, and shall be allowed to offer at such meeting an explanation orally or in writing before the resolution terminating his membership is put to the vote. The vote on such resolution shall be taken by ballot if five members of the Committee present so require.
(b) No appeal shall lie from the decision of the Committee, whose discretion and decision shall be absolute and final, nor shall the Committee be bound to give any reason for their decision.
(c) A letter or notice sent by post, addressed to a Member and sent to his last known address, shall be sufficient letter or notice foe the purpose of the Rule.
22. Liability of the Club
RCYC (Cowes) Limited and its Officers (and the Committee) shall not be liable to any Member or any associate, honorary, temporary or cadet member of the Cowes Club House, or to any person using the Cowes Club House or property under of by virtue of the Articles or the Rules, for or by reason of any act, neglect, default or negligence of any officer, servant, employee or agent of the Club. All such persons as aforesaid using the Cowes Club House premises or any property of the Club or making use of any of the conveniences or facilities provided shall be deemed to do so at their own risk.
