Sundowners Yacht Club
PART 1: INTERPRETATION
These Bylaws are made pursuant to Article 13.4.2.
In these Bylaws, unless the context requires otherwise:
Articles means the articles of association of the Club from time to time and Article refers to a particular provision in them;
Associate Member means a member of the Club who is not a Club Member, and who therefore neither has voting rights at general meetings nor any other rights to which members of companies are entitled under the Articles or the Companies Acts, and Associate Membership shall be interpreted accordingly;
Boating means sporting, recreational and other activities carried out in water-borne craft of any description powered by the wind or by mechanical means;
Bylaws means these bylaws of the Club made pursuant to Article 13.4.2, and Bylaw refers to a particular provision in them;
Club Facilities means all premises of the Club, the water controlled by the Club, any equipment made available by the Club (whether for a fee or without charge), all changing and washing facilities, all storage facilities, and any other facilities made available (whether for a fee or without charge) on the Club’s premises from time to time;
Club Member means a company member of the Club, as that term is defined by section 112 of the Companies Act 2006, and Club Membership shall be interpreted accordingly;
Subscriptions shall have the meaning given in Bylaw 6.1;
Management Committee Means the Board of Directors, consisting of the Club Officers and any additional directors co-opted by the Club Officers;
Member means all members of the Club, whether Club Members or associate members, and Membership shall be interpreted accordingly; and
Royal Yachting Association (RYA) means the Royal Yachting Association, a company limited by guarantee registered in England and Wales with registered company number 00878357.
Unless the context otherwise requires, words or expressions contained in this document bear the same meaning as in the Articles.These Bylaws are supplemental to the Articles. Nothing in these Bylaws is intended to contradict the Articles or the provisions of the Companies Acts and, in the event of any inconsistency between any provision of these Bylaws and any provision of the Articles, the Articles will prevail.
Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of any subordinate legislation from time to time made under it, and any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re–enacts.
PART 2: MEMBERSHIP
Membership shall be open to anyone interested in sailing on application, regardless of sex, age, disability, race, sexual orientation, gender reassignment, pregnancy or maternity, religion or belief. Membership may, however, be limited according to available facilities on a non-discriminatory basis.
Article 11.5 gives the directors the power to create different classes of Membership, and to decide who will be eligible for admission to them and what their rights and obligations will be. For the avoidance of doubt, Associate Membership conveys neither Club Membership nor any of the rights or privileges of Club Membership under the Articles or the Companies Acts.
There shall be the following classes of Club Membership:
- Full Members;
- Founder Members;
- Boat Owner Members;
- Honorary Life Members
There shall be the following classes of Associate Membership:
- Temporary Members
2.1 Eligibility for Membership
Full Membership is open to any individual aged 18 or over who is interested in the sport of sailing. No sailing experience is required. Full Members are Club Members with the right to attend and vote at general meetings in accordance with the Articles and the Companies Acts.
Founder Membership is open to those individuals who made the original financial contribution to establish Sundowners Yacht Club, the unincorporated entity whose assets and undertaking were subsequently transferred into the Club. Founder members are Club Members with the right to attend and vote at general meetings in accordance with the Articles and Companies Acts.
Boat Owner Membership is open to individuals aged 18 or over who own a yacht, are considered by the Management Committee to have a track record of offering not-for-profit sailing opportunities to others and are intent on providing non-profit sailing opportunities to Members. Boat owner members are Club Members with the right to attend and vote at general meetings in accordance with the Articles and Companies Acts.
Honorary Life Membership may be offered to Club Members who have rendered an outstanding service to the Club over a prolonged period. Honorary Life Members are Club Members with the right to attend and vote at general meetings in accordance with the Articles and Companies Acts.
Temporary Membership is open to members of a Club Member’s family who are under 18 years of age and who are participating in a club activity alongside their related Club Member with the permission of the organizer. Temporary Members are Associate Members, and as such have no right to attend or vote at general meetings.
For the avoidance of doubt, where the type of Membership available to, or subscription payable by, an individual is related to age it will be determined by the age of the individual on the date of registration of his Membership, or its renewal date.
2.2 Becoming a Member
An application for all classes of membership shall be in the form from time to time prescribed by the Management Committee and shall include the name and address of the applicant and a digital passport style photograph.
The election of all classes of members is vested in the Management Committee and shall be a simple majority vote of those on the Management Committee. The Management Committee has sole discretion to decide whether or not to accept an application for Membership.
The Secretary shall inform each applicant in writing as to whether or not the applicant’s application for Membership has been approved by the Management Committee. The Secretary shall provide successful applicants with a copy of the Articles and these Bylaws and request payment for any applicable fees.
2.3 Renewal of Membership
Membership for all classes of membership is renewable annually. The decision to renew is vested in the Management Committee and shall be a simple majority vote of those on the Management Committee.
The Secretary will notify each member to inform them whether or not their membership has been renewed by the Management Committee and request payment for any applicable fees.
2.4 Rights and Privileges of Membership
The rights and privileges of each class of Membership shall be as follows, subject in each case to the provisions of the Articles and these Bylaws.
(a) Full Members, Founder Members, Boat Owner Members and Honorary Life Members shall have the full use of the Club and Club Facilities.
(b) Temporary Members shall have full use of the Club and Club Facilities, but they:
a. Shall have no right to take any part in the management of the Club
b. Are deemed to have notice of and impliedly undertake to comply with the Articles and these Bylaws
c. Shall be liable to be prohibited from using the Club Facilities if, in the opinion of the directors, they have not reasonably complied with the conditions set out in the Articles and these Bylaws in force from time to time.
Membership commences following approval by the Management Committee. Applicants for Membership whose applications have not yet been approved shall have no rights or privileges whatsoever in relation to the use of the Club or Club Facilities.
2.5 Membership Subscriptions
An annual subscription (the Subscription) shall be payable by Members, as applicable in accordance with this Bylaw 2.5.
A new Member’s first annual Subscription falls due on the first day of the month following approval by the Management Committee. Thereafter a members’ annual Subscription falls due on the first day of the same month each year following membership renewal by the Management Committee.
Current annual Membership Subscriptions are as follows:
Membership Class Direct Debit Other Payments
Full Membership £25.00pa £29.50pa
Founder Membership £25.00pa £29.50pa
Temporary Membership Free Free
Boat Owner Membership Free Free
Honorary Life Membership Free Free
Every successful applicant shall, upon becoming a Member, provide the Secretary with an up-to-date telephone number, postal address and email address which shall be recorded in the Register of Members. Any notice sent to such addresses shall be deemed to have been duly delivered. It is the member’s responsibility to keep the Club informed of any change in their contact details.
All Club communication will be done by email wherever possible to keep the costs of running the club to a minimum.
The Club’s internet site, www.sundowners.org.uk is the primary means of communication and information for members. It provides a resource for reviewing the sailing, social and training programmes, and for looking at Club news and information. Members will be given access to the members-only area of the Club website and the bulletin boards.
2.7 Data Protection
Members’ personal details will only be used for the administration of the Club. Personal details will never be disclosed to third parties, either freely or for monetary reward, except where strictly necessary for the administration of Club activities, for example to provide details for Transit Logs or Visas.
Members’ email addresses and mobile telephone numbers are the primary means of Club communication and are normally made available to other members through the members-only area of the Club website unless a specific opt-out has been requested.
Members’ email addresses will be added to the Club email group list for receiving Club correspondence from the Management Committee and/or Event Organisers.
Membership of the Club and acceptance of these Bylaws by the member will be deemed to constitute consent to the holding of relevant personal data for the purposes of the Data Protection Acts.
A Member can terminate their Membership of the Club at any time by giving 7 days’ notice in writing to the Secretary.
Members who terminate their membership shall not be entitled to have any part of the annual subscription, or any other monies paid to the Club, refunded.
2.9 Overdue Subscriptions
New members shall pay the appropriate annual Subscription within one month of the Subscription falling due following election. If the payment is not made the election shall be void, unless the Management Committee, at their discretion, consider sufficient cause for delay be shown.
Existing members with outstanding subscriptions not paid after one month of the subscription falling due lose all Club rights and privileges until payment is made.
Existing members with outstanding subscriptions not paid after three months are considered to have resigned. As such they shall not be entitled to have any part of the annual subscription fee or any other monies paid to the Club refunded. The Management Committee can agree to restore membership on payment of the full subscription from the last renewal date if twelve months or less.
2.10 Conduct of Members & Disciplinary Action
Condition of Membership
Every member, upon election and thereafter, is deemed to have notice of, and undertakes to comply with, the Article and any Bylaws and Event Terms & Conditions published from time to time by the Club.
Members shall at all times at Club events and meetings conduct themselves in an orderly and reasonable manner so as not to bring the Club into disrepute.
The Club may not be used by members for commercial purposes. Boat owners or members who charter their own boats may only ask other members who sail with them for the actual shared cost of an event including food, mooring fees, diesel and breakages.
Any breach of the Condition of Membership or any conduct or behaviour which, in the opinion of the Management Committee, is either unworthy of a member or otherwise injurious to the interests, activities, operation or culture of the Club, including imposing an excessive burden of cost or work upon the Club and its Officers, shall render a member liable to disciplinary action by the Management Committee. This action may include suspension for a specified period of time or expulsion.
Before taking such disciplinary action against a member, the Management Committee shall notify that member and call upon the member for a written explanation of the member’s conduct and shall give the member a full opportunity of making an explanation to the Management Committee, or of resigning. The Management Committee will consider any representations made by the Member and inform the member of their decision following such consideration. However, the Management Committee’s decision is final.
A Resolution to apply any sanction shall be carried by a simple majority vote by those members of the Management Committee present and voting on the Resolution.
Upon suspension/expulsion the member/former member shall not be entitled to have any part of the annual membership subscription refunded nor any other monies paid to the Club.
2.11 Club Property
No member shall remove any item of Club property (including books and magazines) from the place where it is normally kept except with the prior permission of a Club Officer. Any item loaned should be returned intact and in a proper condition at whatever time be stipulated.
The cost of repairing any damage or cost of replacing lost items, whether accidental or otherwise, which may be occasioned to the Club property by the act or omission of a member shall be chargeable to such member and be payable by him or her to the Treasurer or Secretary on demand.
2.12 Limitation of Club Liability
All references to the Club in this Rule shall mean each and every individual member of the Club from time to time.
Members of the Club participate in Club meetings and events entirely at their own risk and impliedly accept:
(a) The Club will not accept any liability to a member or to any guest introduced by a member for the loss of or damage to any property (including valuables) belonging to such member or their guest which may occur by whatsoever cause.
(b) The Club will not accept any liability for personal injury arising out of Club meetings, activities and events 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, Management Committee, or Servants of the Club.
(c) The Club will not be responsible for any consequential loss arising from any cause whatsoever.
PART 3: MANAGEMENT
3 Officers of the Club
The Officers of the Club shall consist of a Commodore, Vice-Commodore, Rear-Commodore, Secretary and Treasurer. An Officer of the Club must become a director of Sundowners Yacht Club, with the legal responsibilities this confers.
Officers shall be elected by the Club Members at the Annual General Meeting in each year. All Officers shall hold office for one year from the conclusion of the AGM in which they are appointed until the conclusion of the AGM the following calendar year. All Officers shall be eligible to stand for re-election.
Members wishing to stand for Club Officer should ensure their nominations, duly proposed and seconded in writing by existing Club Members are received by the Secretary at least fourteen days before the date of the Annual General Meeting.
Such nominations, together with the names of the Proposer and Seconder shall be notified to all Club Members at least ten days prior to the date of the Annual General Meeting.
If the number of candidates for election to Club Officer is equal to or less than the number of vacancies to be filled then all candidates shall be deemed to be elected if a majority of those entitled to vote at the Annual General Meeting vote in favour of such election.
If the number of candidates for election is greater than the number of vacancies to be filled then there shall be a ballot. In the event of the ballot failing to determine the elected officers 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.
If there is an unfilled Club Officer role, then the responsibilities for this role are shared by the Management Committee until the role is filled.
3.3 Roles & Responsibilities.
The roles and responsibilities or each Club Officer are as follows:
- Overseeing the good running of the Club.
- Representing the Club whenever appropriate.
- Maintaining the strategic direction of the Club.
- Overseeing the running of the Club’s accounts.
3.3.2 Vice Commodore
- Standing in for the Commodore if necessary.
- Reviewing the Club Constitution and Bylaws & Rules and proposing any changes required for approval.
- Upholding the good order and discipline of the Club.
- Managing complaints, grievances and the Club’s disciplinary process.
- Upholding the Club’s legal requirements.
- Arranging the General Meetings and elections.
3.3.3 Rear Commodore
- Standing in for the Vice Commodore or Commodore if necessary.
- Overseeing the sailing programme.
- Reviewing the Event Terms & Conditions and proposing any changes required for approval.
- Managing supplier relationships.
- Overseeing Club Skippers’ eligibility, selection and qualifications.
- Keeping a register of Members’ names and addressed, including the class of Membership for each Member;
- Managing the membership application process and ensuring compliance with data protection requirements
- Ensuring meetings are effectively organised and minuted.
- Maintaining effective records and administration.
- Advising on legal requirements of the Club.
- Ensuring custody of Club documents.
- Administering such insurance policy or policies as may be needed fully to protect the interests of the Club, its directors, Officers and its Members.
- Maintaining any such certificates or registrations, and complete any such non-financial returns, as may be required by law.
- Management and administration of the Club’s finances, including completing and submitting any financial returns as may be required by law
- Causing 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, in compliance with all legal requirements applicable to companies
- Causing all returns as may be required by law in relation to such accounts to be rendered at the due time.
- Keeping the Management Committee informed of the true financial position of the Club by providing current Year-to-Date reports on the Club’s financial status against the annual budget, including a statement of income and expenditure and cash-flow analysis.
- Preparing an Annual Balance Sheet as at 31 December in each year and causing such Balance Sheet (and accounts as necessary) to be reviewed at least once annually.
- Presenting the Annual Accounts for approval at the Annual General Meeting.
- Compiling the Club’s annual budget at the start of each financial year, with relevant input from all areas of activity.
- Issuing the necessary demands and notices to members in respect of subscriptions and fees due by them to the Club.
4 Management Committee
4.1 Purpose and Responsibilities
The Management Committee shall manage the affairs of the Club according to the Articles and these Bylaws.
· Ensuring the smooth running of the Club and ensure its continued viability.
· Focusing continually on the needs of members as the basis of the Club’s present and future objectives.
· Managing the Club’s affairs with honesty and integrity.
· Maintaining the highest standards of Club governance for all members.
In particular the Management 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 Constitution and that all surplus income or profits are re-invested in the Club.
After providing for all expenses and payments, considered by the Management Committee to be necessary or desirable, the balance of the funds of the Club may be utilised or dealt with in such manner as the Management Committee may determine for the furtherance of the objects of the Club.
The Management Committee shall consist of the Officers of the Club, who are also the directors. The Club Officers may at any time co-opt any individual who is a Club Member to fill a vacancy in their number or as an additional director, but a co-opted director holds office only until the next AGM. The maximum number of additional directors to the Club Officers is limited to three at any given time.
Founder Members who have not otherwise been elected a Club Officer or co-opted as an additional director may attend but not vote at Management Committee meetings. This privilege exists while the Founder Member remains a Founder Member but terminates when the Founder Member’s membership terminates for whatever reason, or if the Founder Member take up a different class of membership for whatever reason.
The Management Committee may appoint Club Members to specific roles from time to time which are not director roles. Club Members appointed to such roles may attend but not vote at Management Committee meetings, at the invitation of the Management Committee.
The Management Committee should meet not less than once every quarter, making such arrangements as to the conduct, place of assembly and holdings of such meetings as they wish, in accordance with the provisions of the Articles. The Commodore or in his absence a Chairman elected by those present shall preside.
The quorum for meetings of the Management Committee is two persons. 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) may have a second and casting vote.
4.5 Bylaws & Rules
The Management Committee may from time to time make such Bylaws and Rules (not inconsistent with the Articles) as it shall think expedient in connection with the management of the Club and may from time to time repeal or amend the same.
Six days after having been notified to all members any such Bylaw and Rule shall be binding on members as if the same formed part of the Articles but any Bylaw may be set aside or amended by resolution proposed and passed at any General Meeting, except where this would be inconsistent with the Articles.
All Bylaw and Rule amendments made by the Management Committee including additions and deletions taking place between General Meetings will be included in the Notice convening the next Annual General Meeting.
A member of the Management Committee or any Officer of the Club, in transacting business for the Club, shall disclose to third parties that he is so acting.
The Management Committee, or any person delegated by the Management Committee to act as agent for the Club or its members, shall enter into contracts only as far as expressly authorised, or authorised by implication, by the members.
Short term loans may be made to the Club by members for the charter of boats or facilities where agreed in advance by the Management Committee. Otherwise, no one shall, without the express authority of the membership in General Meeting, borrow money or incur debts on behalf of the Club or its membership.
Subject to Article 15.2, a director or former director of the Club may be indemnified out of the Club’s assets against:
a) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Club;
b) any liability incurred by that director in connection with the activities of the Club in its capacity as a trustee of an occupational pension (as defined in section 235(6) of the Act); or
c) any other liability incurred by that director as an Officer of the Club.
This does not authorise any indent which would be prohibited or rendered void by any provision of the Companies Acts or any other provision of law.
With the exception of yacht charter contracts, the Management Committee shall endeavour to ensure that the following clause is incorporated in every contract, lease, licence or other agreement entered into by the Management Committee. “The liability of the Management Committee 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”.
The liability of each Club Member is limited to £1, being the amount that each Club Member undertakes to contribute to the assets of the Club in the event of its being wound up while they are a Club Member or within one year after they cease to be a Club Member.
4.9 Complaints and Grievances
The Officers of the Club and Event Organisers are all volunteers and work unpaid in the best interests of the Club; however, if members do have a complaint or grievance, this will be treated seriously by the Management Committee.
Complaints or grievances should be forwarded to the Vice-Commodore in the first instance who will decide the appropriate course of action after a proper investigation. It must be understood that, while complaints are treated in confidence, anonymous complaints will not be considered.
If the complaint is about the Vice-Commodore then the complaint should be sent to the Commodore.
Complaints will be reported to, and considered by, the Management Committee who will determine a fair course of action and provide a timely response to the member bringing the complaint.
Any appeals to the outcome of a complaint should be made to the Commodore who will discuss the appeal with the Management Committee.
5 General Meetings
Club Members are entitled to attend general meetings in person or by proxy (but only if the appointment of a proxy is in writing using the appropriate proxy form and notified to the directors before the commencement of the meeting.
At every meeting of the Club the Commodore or, in their absence, a Chairman appointed by the Commodore shall preside.
Five Club Members, who are either in attendance or have availed themselves of a proxy/email vote, shall form a quorum at any General Meeting of the Club. If a General Meeting is not quorate it shall be reconvened in ten days.
Every Club Member present or by proxy has one vote on each issue.
On a vote on a resolution on a poll taken at a meeting, the votes may include votes cast in advance. Club Members entitled to vote who cannot attend may give their vote by email to the Vice Commodore prior to the start of the meeting.
5.2 Annual General Meeting (AGM)
An Annual General Meeting of the Club shall be held each year on a date to be fixed by the Management Committee.
The Management Committee shall at least 21 days and not more than 28 days, before the date of such meeting post or deliver to each Club Member notice hereof.
5.2.2 Purpose of Annual General Meeting
· Approve the minutes of the previous year’s Annual General Meeting.
· Receive reports from the Club’s Officers.
· Receive a report from the Treasurer and approve the Annual Accounts.
· Receive a report from the reviewer of the Club Accounts.
· Elect the Officers of the Club.
· Consider changes to the Articles and Bylaws.
· Deal with other relevant business.
No business, except the passing of the Accounts and the election of the Officers, and any business that the Management Committee may order to be inserted in the notice convening the meeting shall be voted on at the Annual General Meeting unless notice thereof be given in writing by a Club Member to the Vice Commodore at least fourteen days before the date of the Annual General Meeting.
5.3 Special General Meeting (SGM)
5.3.1 Called by the Management Committee
The Management Committee may at any time, upon giving twenty one days’ notice in writing, call an 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.
5.3.2 Called by the Membership
The Management Committee will call a Special General Meeting within 21 days upon a written request addressed to the Secretary by at least10% of the Club Membership. The Management 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 Club Members.
6 Finance & Accounts
6.1 Financial Year
The financial year shall run from 1 January to 31 December each year.
6.2 Accounts Preparation
The Treasurer shall be responsible for the preparation of annual accounts of the Club.
6.3 Accounts Review
The accounts shall be audited by an independent person appointed annually by the Management Committee.
The reviewer shall:
· Be appropriately experienced/qualified and be either a member of the Club, other than the Treasurer, or an external party.
· The reviewer shall review the accounts 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 Management Committee.
· If either unwilling or unable to act, inform the Management Committee who shall appoint an alternative reviewer.
All cheques drawn against the Club’s funds shall be signed by the Treasurer or other approved signatory but payment should be agreed in advance by the Treasurer and at least one other Club Officer.
All monies due or payable to the Club shall be paid to the Treasurer or Event Organiser and the receipt of the Treasurer or Event Organiser alone shall be recognised. All such monies shall, on receipt, be paid to the credit of the Club bank account, such a sum as determined necessary by the Treasurer from time to time may be kept in hand for petty cash expenditure or by way of float.
7 Club Events
The Club aims to facilitate several events each year organised by members under the guidance and governance of the Management Committee. Each event will have a designated Event Organiser who shall be a Club Member.
All members are eligible to participate in any of the Club’s activities subject to the Event Organiser’s discretion. Participants must be a member both at the time of booking and for the duration of the event.
Boat owner members may invite guests on events who are not members if they are using their own boat.
7.2 Temporary Members
Under eighteens may participate in events at the discretion of the Event Organiser and subject to election as Temporary Members of the Club. The Temporary Member’s parent or guardian, who must be a Club member, must also be attending the event. The parent or guardian takes full responsibility for the wellbeing of the Temporary Member. Temporary membership is granted for a specific Club activity and terminates at the end of the activity.
Members are committed to an event once a deposit has been paid. A member shall be obliged to make further and final payments for the event when requested by the Event Organiser or the Management Committee.
7.4 Additional information
Members may be required to provide additional personal information for the purposes of organising and administering a Club event.
7.5 Event Terms and Conditions
A full set of Event Terms and Conditions is available on the website. It is a condition of booking on a Club event that the member agrees to these Terms and Conditions.