CONSTITUTION
1. NAME AND OBJECTS.
1.1 The name of the Club
shall be Troon Cruising Club hereinafter referred to as “The Club”
1.2. The objectives of the
Club shall be:
1.2.1.To promote sailing
as a sport in all its aspects.
1.2.2.To encourage
participation in the sailing and social activities of the Club
1.2.3. To provide
facilities for the mooring, berthing and maintenance of members’ vessels.
2. OFFICERS.
2.1 The Officers of the
Club shall be voting members and shall be :
2.1.1. The Flag
Officers - The Commodore.
The Vice Commodore.
The Rear Commodore.
The Honorary Racing Secretary.
2.1.2. The Honorary Secretary.
The Honorary Treasurer.
2.2. The Commodore, the
Vice-Commodore and the Rear Commodore shall be elected at the Annual General
Meeting and shall hold office for one year, retiring at the end of the next AGM
. They shall be eligible for re-election in the same office for no more than
one further successive term.
2.3. The Honorary
Secretary, the Honorary Treasurer and the Honorary Racing Secretary shall be
elected for one year at the AGM and shall be eligible for re-election.
3. DUTIES OF OFFICERS.
3.1. The Honorary Secretary shall:
3.1.1. Keep a register of
Club members’ names and addresses.
3.1.2. Conduct the
correspondence of the Club.
3.1.3. Keep custody of all
Club documents.
3.1.4. Issue notices and
agendas and record minutes of all meetings of the Club and the Club Council.
Ensure that the minutes are moved and seconded as a correct record by members
who attended the meeting and that they
are signed by the Chairman.
3.1.5.Ensure that Council
minutes are displayed on the Club notice board as soon as practicable after
Council meetings.
3.1.6.Adminster such
insurance policies as may be needed to protect the interests of the Club, its
officers and its members.
3.1.7.With the Club
Commodore, maintain contact with the Club’s legal advisers to ensure that the
Club’s affairs are managed in accordance with the law.
3.1.8.Maintain any
certificates or registrations and complete any non financial returns as may be
required by law.
3.1.9.Present a report on
the state of the Club to the Annual General Meeting
3.2. The Honorary
Treasurer shall:
3.2.1.Keep such books of
account as are necessary to give a true and fair view of the financial state of
the Club and provide a report on the ongoing financial situation to each
Council meeting.
3.2.2.Operate the Club’s
bank accounts by formal bank mandate current copies of which shall be held on
file with the minute of the last Annual General Meeting.
3.2.3. Cause all returns,
as may be required by law in relation to such accounts, to be rendered at the
due time.
3.2.4.Prepare an annual
balance sheet as at 1st January each year and cause such balance sheet and
accounts to be audited each year and presented to members at the Annual General
Meeting with the financial report for the year to 31st December.
3.2.5. Assist the Council
to prepare the annual budget for presentation to the AGM.
3.3. Honorary Auditors shall:
3.3.1.Be two voting
members of the Club appointed by voting members at the AGM for the following year.
3.3.2. Audit the accounts
of the Club at least annually and shall give such certificate of assurance as
to the accuracy of the accounts as is required by the Council.
3.3.3. Inform the Council
if either is unable or unwilling to act, so that the Council may appoint a
substitute to hold office until the end of the next AGM.
3.4. The Honorary Racing Secretary shall:
3.4.1. Arrange a racing
programme for the year taking account of the intentions for other Club
activities and those of associated organisations.
3.4.2. Appoint a Racing Committee, with Council approval, to assist in the organisation of racing and to provide for arrangement of protest hearings.
3.4.3. Arrange the Annual
Boat Owners’ Meeting to present the proposed racing programme and take account
of suggestions or opinions arising at the meeting.
3.4.4.Levy and collect race entry fees with Council
approval, and arrange the allocation and presentation of prizes.
3.4.5 Obtain prior Council
approval for racing expenditure not met by entry fees.
3.4.6.Report to Council
meetings on the ongoing racing programme and racing matters affecting the Club.
3.4.7. Present a report on
the years racing activities to the Annual General Meeting.
4. MEMBERSHIP.
4.1 Categories of
Membership.
There shall be three
categories of membership.
4.1.1. Members – shall
pay the full membership subscription and have one vote at Club Meetings.
4.1.2 Honorary Members –
elected as per 5.2.5 shall pay no subscription and have one vote.
4.1.3. Associate Members –
shall pay the Associate Members’ subscription. They may attend and speak at
Club meetings but shall have no vote.
4.1.4. Club berth Holders, in addition to their
membership subscription shall pay an annual berthing rights fee which shall be
determined by the Council. (as at 4.2.1 below)
4.2. Membership Fee,
Joining Fees and Subscriptions.
4.2.1. Joining fees and
subscriptions shall be proposed by the
Council and be determined by a majority
of members entitled to vote and
voting at the Annual General Meeting. Fees and subscriptions shall become
immediately operative.
4.2.2. Fees and
Subscriptions must then be paid within twenty one days of the Annual
General Meeting.
4.2.3. Berth holders are
required to submit a berth request form for the current year by 10th January and pay the appropriate Troon
Yacht Haven berthing charges no later than 31st March.
4.2.4.Members failing to
pay their fees and subscriptions by the due date, will normally be considered
to have terminated their membership, forfeiting all rights including any club
mooring.
4.2.5.Any member so
excluded may re-apply for membership at the discretion of the Council.
4.2.6. Any member whose annual payments are in arrears and who is not excluded as at 4.2.4. (above) may not vote at any meeting of the Club or enter any Club event or enter any open event as a representative of the Club.
4.3 Election and
Retirement of Members.
4.3.1.Candidates for Club
membership shall be interviewed by Council representatives before being elected
by the Council. They shall be proposed and seconded by two voting members of
the Club, both of whom should be acquainted with the candidate.
4.3.2.All applications for
membership shall be on the form prescribed by the council and names of
applicants shall be displayed on the Club notice board.
4.3.3. At the request of any Council member present,
election to Club membership may be by ballot rather than show of hands.
4.3.4.On election a
candidate shall normally pay the required entrance fee and subscription within
one month. On default, election shall be void unless sufficient reason is
offered.
4.3.5.Every new member
shall provide the Honorary Secretary with an up to date address, which shall be
recorded in the register of members. Any notice sent to such address shall be
deemed to have been duly delivered.
4.3.6.Any member wishing
to terminate membership in good standing with the Club should give notice in
writing and may be re-instated without joining fee at the Council’s discretion.
4.4. Conduct of members.
4.4.1.Every member on
election and thereafter, is deemed to have notice of and to have undertaken to
respect and comply with the Club Constitution and Rules.
4.4.2.Refusal or neglect
to comply with the Constitution and Rules, or conduct unworthy of a member or
prejudicial to the interests of the Club, shall render such member liable to
expulsion.
4.4.3.Before expelling any
member, the Council shall provide a written statement of the alleged reason and
shall allow the member opportunity to reply and explain their conduct.
4.4.4.A resolution to
expel any member shall be carried by a majority of those members of the Council
present and voting.
4.4.5.An expelled member
may appeal to the membership against the decision at a General Meeting of the
Club. Such appeal must be lodged in writing with the Honorary Secretary within
seven days of expulsion.
4.4.6. Complaints of any
nature relating to the management of the club shall be addressed in writing to
the Honorary Secretary. Under no circumstances shall a Council Member or
Officer of the Club be personally reprimanded by a member.
4.5. Legal liability.
4.5.1.Members their guests
and visitors use the Club premises and facilities of the Club entirely at their
own risk and accept that the club will not be liable for any injury or for any
damage, or loss of property suffered by members, their guests or visitors to
the Club, while on Club premises.
5. CLUB COUNCIL.
5.1. Composition.
5.1.1.The Club Council
shall consist of the Officers of The Club
and nine ordinary Council members who shall be voting members of the Club
each of whom shall be elected at an Annual General Meeting to hold office for
three years.
5.1.2.The retiring
Commodore shall serve as as ex officio Council
member in the year following his term of office.
5.1.3.At the AGM each year
three of the ordinary Council members shall normally stand down in order of
election and shall be eligible for re-election.
5.1.4.Candidates for
election to the Council including retiring Council members eligible for
re-election, shall be nominated and seconded by voting members.
5.1.5.If the number of
candidates is greater than the number of vacancies, election shall be by
ballot. If there is equality of votes the election shall be decided by lot.
5.1.6.The Council may
co-opt members to fill vacancies or provide expertise. They shall have the
right to vote but they shall stand down at the next AGM.
5.1.7 The Council shall
normally meet each month but more frequently if required.
5.1.8.A quorum shall be
seven members, one of whom must be a Flag Officer.
5.1.9.Voting shall only be
by Council members present and entitled to vote.
5.1.10 Voting shall be by
show of hands except in the case of expulsion of a member when voting shall be
by ballot. A majority shall be that of members present and exercising their
vote.
5.1.11.The Council Chair
shall have a second or casting vote in the event of a tie.
5.2. Powers of The
Council.
5.2.1.The Council shall
manage the affairs and activities of the Club according to the Constitution and
Rules and shall cause the funds of the club to be applied solely to the
objectives of the Club
5.2.2.The Council shall
produce and submit an annual budget for the approval of members at the Annual
General Meeting. Financial expenditure by the Council shall not exceed 25% above
the approved budget.
5.2.3.The Council shall
make such Club Rules or changes to rules as it deems necessary
giving notice of implementation on the Club notice board. New rules or
changes to rules shall be submitted to the next following AGM, and may be
approved or set aside by a majority vote of members present entitled to vote
and exercising their vote.
5.2.4.The Council may
appoint Convenors and sub-committees for particular activities or
responsibilities and may delegate powers
to them as it considers necessary. Each sub-committee shall be accountable to
the Council through a Convenor.
5.2.5.The Council may nominate at an AGM such Honorary Members as it considers appropriate and their election shall be by voting members at the AGM.
5.2.6.The Council shall
maintain and adminster the Constitution and Rules of the Club and shall examine
and adjudicate on any alleged contravention or dispute.
5.2.7.Any member
dissatisfied with such adjudication may appeal against it to the membership at
a general meeting. The appeal must be addressed in writing to the Honorary
Secretary.
5.2.8. Council members
shall be indemnified by the Club out of the assets of the Club against any
liability, costs, expenses and payments whatsoever, which may be properly
incurred or made by them, in the exercise of their duties or in relation to any
legal proceedings or which otherwise relate directly or indirectly to the
functions of a member of the Council.
Any individual Council member or group of Council members shall be
excluded from this indemnity where the costs, charges, losses, damages or
expenditures arise from their own dishonest or wilful acts.
6. MEETINGS
OF THE CLUB.
6.1.At all business
meetings of the Club the Commodore or in his or her absence the next most senior
Flag Officer or failing that a Chair elected by those present shall preside.
6.2. A quorum shall be 25%
of the Club membership entitled to vote.
6.3.Only members entitled
to vote and present shall vote at any meeting of the club. No proxy voting of any description shall be
allowed.
6.4.Members not entitled
to vote may attend if they so wish
6.5.Voting except upon the election of members of the Council shall be by card vote. A card vote shall be by count of cards issued by the Honorary Secretary to voting members, the count to be conducted by tellers appointed in equal number by voting members present and by the Council. A majority shall be that of voting members present and exercising their vote.
6.6.In the case of an
equality of votes the Commodore or Chair shall have a second or casting vote
except for election of members to the Council in which case the election shall
be decided by lot as at 5.1.5. (above).
6.7. Any motion properly
put to any meeting of the Club for the creation repeal or amendment of the
Constitution (delete - or Rules) of the club shall not be carried
except by a majority vote of at least two thirds of those present entitled to
vote and exercising their vote.
6.8.The Honorary Secretary
shall ensure that any proposed alteration to the Constitution or Rules is
included in the agenda for the meeting and that minutes are taken as at 3.1.4.
above.
6.9. Annual General
Meeting
6.9.1.The Annual General
Meeting of the Club shall be held no later than the first Wednesday in
February.
6.9.2.The Honorary
Secretary shall give 28 days notice to each member of the date of the meeting
and any business proposed at that time.The Hon Secretary shall also provide a
final agenda at least 7 days before the meeting.
6.9.3.The AGM shall
receive the annual reports of the Honorary Secretary, the Honorary Racing
Secretary and appointed Convenors. It shall receive the audited financial
report of the Honorary Treasurer and the Council’s proposed budget, fees and
subscriptions, for the following year.
The AGM shall also deal
with the passing of accounts and the election of officers, council members and auditors, additions
and amendments to the Club Constitution and Rules and any other business that
the Council may order to be inserted in the notice cnovening the meeting.
6.9.4. No other business,
motion or proposal, shall be discussed unless 14 days notice in writing is
received by the Honorary Secretary before the date of the AGM from a voting
member. Any such motion or proposal must be seconded by a voting member and
shall be circulated to members.
6.9.5 Any resolution to change the constitution will only be carried if 66% of the members present, eligible to vote and exercising their vote, vote in favour.
6.10. Special
General Meeting.
6.10.1 The Council may at
any time upon giving 14 days notice, call a Special General Meeting of the club
for any special business which shall be stated in the summons convening the
meeting.
6.10.2 The council shall
also call a SGM within six weeks of a written request from a voting member
stating the business to be discussed. The request must be addressed to the
Honorary Secretary in writing and must be signed by at least ten identified
voting members of the club.
6.10.3. The discussion and
any vote taken at a SGM shall be confined to the business stated in the notice
to members or in the written request for the meeting.
6.10.4 Any resolution to change the constitution will only be carried if 66% of the members present, eligible to vote and exercising their vote, vote in favour.
7. ASSETS AND ARREARS
7.1. If upon the winding
up or dissolution of the Club, there remain after the satisfaction of all debts
and liabilities, any property whatsoever, it shall be given to some other
institution having similar objects to those of the Club, such institution to be
determined by resolution of voting members of the Club at a general
meeting.
7.2 In addition to the power given to the Council under Para 4.2.4 and Para 5.2.1 hereof if, at any time, any fees payable to the Club by any member shall be three months or more in arrears and a vessel the property of said member or former member remains upon the Club premises, the Council may:
7.2.1 Move the
vessel to any other part of the Club premises without being liable for any loss
or damage to the vessel howsoever caused.
7.2.2. Give one
month’s 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.
7.2.3.
Alternatively, if the vessel is unsaleable, after giving notice in writing as
aforesaid, dispose of the vessel in any manner the Council 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.
7.2.4. 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.
Provide
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
(less 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 they be the said member or former member or
otherwise) for a period of 6 years.
Dated: