This Constitution was agreed at the Inaugural meeting of the Royal Clarence Berth Holders Association on October 6th 2023 and update at the AGM on 26th April 2024
Agreed Version 26th October 2024
Contents
1. NAME AND PURPOSE
1.1. The name of the Berth Holders’ association shall be ‘Royal Clarence Berth Holders Association’ (hereinafter referred to in these rules as the Association) Terms in this document shall be construed in line with any definitions set out in the body of this document, if any. In the absence of any definition, terms shall be construed in line with the ordinary meaning of the word, as interpreted by a reasonable person.
1.2. The purposes for which the Association is formed are:
1.2.1. to promote recreational boating
1.2.2. to represent the interest of Members jointly or individually as berth holders at Royal Clarence Marina
1.2.3. to keep berth holders informed on any matters relating to their interests within Royal Clarence Marina
1.2.4. to promote such services and facilities for Members as may from time to time be determined
2. OFFICERS
2.1. The Officers of the Association shall be Full Members of the Association and shall consist of a Chairman, a Vice-Chairman, a Secretary and a Treasurer. Officers shall be elected at the Annual General Meeting in each year and shall hold office for one year, retiring at the termination of the Annual General Meeting in the following year. All Officers of the Association shall be eligible for re-election. The Chairman can serve for up to four years but should then retire from the committee.
2.2. The Officers of the Association annually may appoint an Independent Reviewer of the Association’s accounts.
2.3. The Secretary shall:-
2.3.1. Keep a register of Association Members’ names and addresses.
2.3.2. Keep custody of all Association documents.
2.3.3. Keep full minutes of all meetings of the Association which shall be confirmed and signed by the appropriate Chairman upon the agreement of the Association, or the Committee at the next following meeting of the Association, the Committee as appropriate.
2.3.4. Administer such insurance policy or policies as may be needed fully to protect the interests of the Association, its Officers and its Members.
2.4. The Treasurer shall:-
2.4.1. Cause such books of account to be kept as are necessary to give a true and fair view of the state of finances of the Association.
2.4.2. Cause all returns as may be required by law in relation to such accounts to be rendered at the due time.
2.4.3. Prepare an annual Balance Sheet each year and cause such Balance Sheet to be reviewed at least once annually and shall thereafter cause the same to be sent to all Members of the Association at least fourteen days before the date of the Annual General Meeting.
2.4.4. Present the annual Balance Sheet to the Association at its Annual General Meeting.
2.5. The Independent Reviewer(s) shall:-
2.5.1. Be appointed at the Annual General Meeting in each year and shall be one or more appropriately experienced / qualified people other than the Treasurer or Committee Members.
2.5.2. The Reviewers shall review the accounts and Annual Balance Sheet of the Association when called upon to do so and shall give such certificate of assurance as to the accuracy of the said accounts as shall be required by law or by the Committee;
2.5.3. If either unwilling or unable to act, inform the Committee who shall appoint a substitute to hold office until the termination of the next Annual General Meeting.
3. MEMBERSHIP
3.1. There shall be the following categories of membership with power to vote at all meetings of the Association as indicated here under.
3.1.1. A FULL MEMBER – Being a person who, at the date of election, is a licensee of a berth at RCM who shall have one vote.
3.1.2. A JOINT MEMBER – Which expression shall include two or more persons being joint licensees of a berth at Royal Clarence Marina . The joint unit shall pay a single membership fee and yearly subscription and shall have one vote exercisable by either adult.
3.1.3. AN HONORARY MEMBER – any person having an interest in the Association , who shall be entitled to attend and speak at any General Meeting of the Association but who shall have no vote.
3.1.4. AN ASSOCIATE MEMBER – Past residents of the marina who were members of the Association and wish to keep contact. They are entitled to attend any General Meeting of the Association but who shall have no vote
3.2. On joining the Association there will be an initial entrance fee which will be determined by the Management Committee and will cover the first year or part years subscription fee.
3.3. The amount of further yearly subscription fees, if required, for each category of Membership of the Association shall be proposed by the Committee to the Members at the Annual General Meeting in each year. Any proposed changes shall be approved by a majority of those present and entitled to vote and shall become operative with immediate effect.
3.4. Upon re-application by a past member the Management Committee may, at its discretion, waive any entrance fee.
3.5. Every Member shall furnish the Secretary with an up-to-date address and email which shall be recorded in the register of Members of the Association and any notice sent to such address or email address as shall be deemed to have been duly delivered.
3.6. Election & retirement of members
3.6.1. Application. An application for membership shall be in the form from time to time prescribed by the Management Committee, and shall include the name, address, email address, occupation of the applicant, boat name and berth number, and any other information agreed by the Management Committee.
3.6.2. The election of all classes of Members is vested in the Committee and shall be a simple majority vote of those of the Committee.
3.6.3. The Secretary shall inform each applicant in writing of the applicant’s election or non-election. He shall furnish an elected applicant with a copy of the Rules and Byelaws of the Association and make request for such payments as are necessary.
3.6.4. Payment – Upon election, an applicant shall pay, within one calendar month, such entrance and annual subscription fees as shall be requested. In default of such payment, the election shall be void unless sufficient cause for delay is shown.
3.6.5. Discount – There will be no reduction in joining fee for people joining mid-year.
3.6.6. Retirement – A member desirous of retiring from membership should give notice in writing to the Secretary before the last day of March and shall not then be liable to pay the subscription for the following year. A member who retires in accordance with this rule 3.5.5 shall not be entitled to have any part of the annual membership fee or any other fees refunded.
3.6.7. Arrears – The Management Committee may cancel, without notice being given, the membership of any member whose annual subscription and other annual fees are more than three months in arrears provided that the Management Committee may, at its discretion, re-instate such member upon payment of arrears. No member whose annual payment is in arrears may vote at any meeting.
3.6.8. The Committee may nominate for election at an Annual General Meeting such Honorary Members as the Committee may think fit. The total of such Honorary Members shall not, however, at any time, exceed 5% per cent of the total number of Members.
3.6.9. The election of Honorary Members shall be put to the vote at the Annual General Meeting each year and such Honorary Members shall be duly elected if two thirds of those present, and entitled to vote, vote in favour of election.
3.6.10. Honorary Membership is a lifetime appointment.
3.7. Conduct of members
3.7.1. Every Member, upon election and thereafter, is deemed to have notice of, and impliedly undertakes to comply with, the Association Rules.
3.7.2. Any refusal or neglect to do so, or any conduct which, in the opinion of the Committee, is either unworthy of a Member or otherwise injurious to the interests of the Association, shall render a Member liable to disciplinary action by the Committee which may include suspension for a specified period of time or expulsion. Before taking such disciplinary action against a Member, the Committee shall call upon such Member for a written explanation of the Member’s conduct and shall give the Member full opportunity of making explanation to the Committee, or of resigning. A Resolution to apply any sanction shall be carried by a simple majority vote by those Members of the 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 fee refunded and must return any Association or external body’s trophy or trophies held forthwith.
3.7.3. A Member shall not knowingly remove, injure, destroy or damage any property of the Association and shall make restitution for the same if called upon to do so by the Committee or by the Secretary upon the instructions of the Committee.
3.7.4. Membership of the Association and acceptance of these rules by the Member will be deemed to constitute consent to the holding of relevant personal data for the purposes of the Data Protection Acts.
4. MANAGEMENT COMMITTEE
4.1. The affairs of the Association shall be managed by the Committee. The Committee shall consist of the Officers, ex officio, and not less than two nor more than six Full Members (who have attained the age of eighteen years) elected at the Annual General Meeting each year to hold office until the termination of the next following Annual General Meeting.
4.2. Candidates for election to the Committee (not being Officers of the Association) shall be those Members of the retiring Committee eligible to offer themselves for re-election ( See 2.1) and such other Full Members whose nominations (duly proposed and seconded in writing by Full Members of the Association) with their consent shall have been received by the Secretary at least twenty eight days before the date of the Annual General Meeting in each year. Such nominations, together with the names of the Proposer and Seconder shall be sent to the Members of the Association at least fourteen days prior to the date of the Annual General Meeting.
4.3. If the number of candidates for election is greater than the number of vacancies to be filled then there shall be a ballot. If the number of candidates for election is equal to or less than the number of vacancies to be filled then all candidates shall be deemed to be elected if two thirds of those present at the Annual General Meeting, and entitled to vote, vote in favour of such election.
In the event of the ballot failing to determine the members of the Management Committee because of an equality of votes the candidate, or candidates, to be elected from those having an equal number of votes shall be determined by lot.
4.4. Casual vacancy – If, for any reason, a casual vacancy shall occur, the Management Committee may co-opt an Ordinary Member to fill such a vacancy until the next following Annual General Meeting.
4.5. Meetings – The Management Committee shall meet at least every four months making such arrangements as the conduct, place of assembly and holding of such meetings as it may wish. The Chairman or in his absence a Chairman elected by those present shall preside.
4.6. 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 Presiding Chairman shall have a second and casting vote.
4.7. Votes to expel a member will be by secret ballot.
4.8. Quorum – Five members present personally or by conference call shall form a quorum at a meeting of the Management Committee.
4.9. Powers of the Committee
4.9.1. The Committee shall manage the affairs of the Association according to the Association Rules and shall cause the funds of the Association to be applied solely to the purposes of the Association or for a benevolent or charitable purpose nominated by the Association in General Meeting.
4.9.2. The Committee may appoint such Sub-Committees as it may deem necessary and may delegate such of its powers as it may think fit upon such terms and conditions as shall be deemed expedient and/or required by the law. Such Sub-Committees shall consist of such Members of the Committee or of the Association as the Committees may think fit. Officers of the Association shall be ex officio Members of all such Sub-Committees.
4.9.3. A Member of the Committee, of a Sub-Committee or any officer of the Association, in transacting business for the Association, shall disclose to third parties that he is so acting
4.9.4. The Committee, or any person or Sub-Committee delegated by the Committee to act as agent for the Association or its Members, shall enter into contract only as far as expressly authorised, or authorised by implication, by the Members. No one shall, without the express authority of the Membership in General Meeting, pledge the credit of the Membership
4.9.5. The Committee shall endeavour to ensure that the following clause is incorporated in every contract, lease, licence or other agreement entered into by the Committee
“The liability of the Committee for the performance of any contractual or other obligation undertaken by them on behalf of the Association shall be limited to the assets of the Association.”
4.9.6. In pursuance of the authority vested in the Committee by Members of the Association, Members of the Committee are entitled to be indemnified by the Members of the Association out of the assets of the Association and against any liability costs, expenses or payments whatsoever which may be properly incurred or made by them or any one of them in the exercise of their duties on behalf of the Association wherever the contract is of a duly authorised nature or could be assumed to be of a duly authorised nature and entered into on behalf of the Association.
Should the assets of the club be insufficient to satisfy such liability, costs, expenses or payments the Committee shall be entitled to a personal indemnity from the individual Members of the club. The limit of any individual Member’s indemnity in this respect shall be a sum equal to one year’s subscription at the then current rate of that category of Membership, or the original joining fee if there is no subscription charge in that year, unless the Committee has been authorised to exceed such limit by a General Meeting of the Association.
5. MEETINGS OF THE ASSOCIATION
5.1. An Annual General Meeting of the Association shall be held each year in the month of April on a date to be fixed by the Committee. The Secretary shall at least fourteen days before the date of such meeting inform each Member notice hereof and of the business to be brought forward thereat.
5.2. No business, except the passing of the Accounts and the election of the Officers, Committee and Reviewers, and any business that the Committee may order to be inserted in the notice convening the meeting shall be discussed at such meeting unless notice thereof be given in writing by a Member entitled to vote to the Secretary at least forty two days before the date of the Annual General Meeting.
5.3. The Committee may at any time, upon giving generally twenty one days’ notice by email, call a Special General Meeting of the Association 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. In exceptional circumstances this may be reduced to 7days if the Management Committee agree on this course of action.
5.4. The Committee shall call a Special General Meeting upon a written request addressed to the Secretary by at least 20% of the membership. The Committee shall give twenty one days’ notice in writing of any such Special General Meeting. The discussion at such meeting shall be confined to the business stated in the notice sent to Members.
5.5. At every meeting of the Association the Chairman (or, in their absence, a Chairman elected by those present) shall preside.
5.6. Ten Members entitled to vote and personally present shall form a quorum at any meeting of the Association.
5.7. Only Full and Joint Members shall vote at any meeting of the Association. Other Members may attend and speak but are not entitled to vote.
5.8. Voting, except upon the election of members of the Management Committee, shall be by show of hands.
5.9. In the case of an equality of votes the Chairman shall have a second or casting vote, on any matter other than the election of Members of the Committee.
5.10. On any resolution properly put to a meeting of the Association relating to the creation, repeal or amendment of any Rule of the Association such Rule shall not be created, repealed or amended except by a majority vote of at least two-thirds of those present and entitled to vote.
6. DISSOLUTION OF THE ASSOCIATION
6.1. If, upon the winding up or dissolution of the Association, there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed amongst the Members of the Association. The Committee shall dispose of the net assets remaining to another charity organisation with similar sports purposes and/or to the sport’s governing body.
6.2. The Members acknowledge that these Rules constitute a legally binding contract to regulate the relationship of the Members with each other and the Club