WALTON & FRINTON YACHT CLUB
RULES
PART 1: INTERPRETATION
1. INTERPRETATION
1.1 These rules are made pursuant to article 29.1 of the Club’s Articles of Association.
1.2 In these rules, unless the context requires otherwise:
Articles ……. means the articles of association of the Club from time to time and Articles refers to a particular provision in them;
Appeal Committee……. Means a committee of Directors which excludes any Director who sat as a membership Committee whose decision is being appealed.
Associate Member….. means a member of the Club who is not a full member, and who therefore neither has voting rights at general meetings nor any other rights to which members of companies are entitles under the Articles or the Companies Acts, and Associate Membership shall be interpreted accordingly.
Byelaws…… means any byelaws of the Club made by the Directors from time to time to govern the conduct of Club Members, Subsidiary Members and guests of the Club in relation to one another, procedures assist the resolution of disputes or differences within the Club and any other relevant matters relating to the use of the Club’s premises and facilities, and Byelaw refers to the particular provision of the;
CASC …..means a community amateur sports club, as that term is defined by s658 Corporation Tax Act 2010;
Club……means Walton and Frinton Yacht Club Limited, a company limited by guarantee registered in England and Wales with company number 11670888;
Club Facilities …… means the Clubhouse and grounds (including the dinghy park and slipways), 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, the bar, dining room, terraces, and any other facilities made available (whether for a fee or without charge) at the Clubhouse or on the Club’s premises from time to time;
Clubhouse…..means the clubhouse situated at Walton and Frinton Yacht Club, Mill Lane, Walton on the Naze, CO14 8PF;
Club Member…. Means Full members and Associate Members, and Club Membership shall be interpreted accordingly;
Fees……shall have the meaning give in Rule 6.1;
Finance Acts…….means the Corporation Tax Act 2010, the Finance Act 2012 and any other relevant legislation relating to CASCs;
Full Member….means a company member of the Club, as that term is defined by section 112 of the Companies Act 2006, and Full Membership shall be interpreted accordingly;
Membership Committee….means a committee compromising a Flag Officer and three other Directors, which is established to consider and decide whether or not to approve applications for Club Membership and Subsidiary Membership and to consider and decided disciplinary matters relating to Club Membership and Subsidiary Membership.
Rules…..means these rules of the Club made pursuant to Article 29.1, and Rule refers to a particular provision in them;
Storage Regulations….. means the storage regulations published in the Club yearbook and displayed on the Clubhouse noticeboard;
Subsidiary Member….means a member of the Trading Company who is not a company law member of either the Club or Trading Company 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 Subsidiary Member shall be interpreted accordingly;
Trading Company……means Walton and Frinton Yacht Club Trading Limited, a company incorporated in England and Wales with company number 11671916, which is wholly-owned subsidiary of the Club;
Year…..means the period from 1 October in a calendar year until 30 September in the following calendar year.
1.3
These rules are supplemental to the Articles. Nothing in these Rules is intended to contradict the Articles or the provisions of the Companies Acts and, in the event of any inconsistency between any provisions of these Rules and any provision of the Articles, the Articles will prevail.
1.4
Unless the context otherwise requires words or expressions contained in this document bear the same meaning as in the Articles.
1.5
Unless expressly provided otherwise, a reference to a statue, 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 statue, stator provision or subordinate legislation which is amends or re-enacts.
PART 2: MEMBERSHIP
2. MEMBERSHIP
2.1
Club Membership shall be open to anyone interested in the sport of Boating on application, and no person shall be denied membership of the Club on grounds of any characteristic that is defined as a ‘Protected Characteristic’ under the Equality Act 2010. Club Membership may, however, be limited according to available facilities on a non-discriminatory basis.
2.2
Article 7.7 gives the Directors the power to create different classes of Club 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, neither Associate Membership nor Subsidiary Membership conveys Full Membership or any of the rights or privileges of Full Membership under the Articles or the Companies Acts.
2.3
Where the type of Club Membership or Subsidiary Membership available to, or subscription payable by, an individual is related to age it will be determined by the age of the individual on 1 October in the year during which that individual becomes a member, or renews their membership.
2.4
There shall be the following classes of Full Membership:
2.4.1
Adult: Open to any individual aged 25 years or over.
2.4.2
Life: Open to any individual aged 25 years or over who has been a Member for at least five years, subject to approval by the Directors.
2.4.3
Senior: Open to any individual aged 70 years or over who has been an Adult member for at least 25 years.
2.4.4
Honorary Life: Only available in accordance with Rule 3.1
2.4.5
Overseas: Only available at the absolute discretion of the Directors on application by any Full Member who, in any year, is unable to make use of the Club facilities for more than 8 months due to service to HM Forces, severe illness, residence abroad or other exceptional reason.
2.4.6
Intermediate: Open to any individual aged 18 years or more and under 25 years.
2.4.7
Student: open to any individual aged 18 years or more and under 25 years who is undertaking a full time course of study.
2.5 There shall be the following classes of Associate Membership:
2.5.1
Cadets: Open to any individual aged 14 years or more and under 18 years who has been sponsored by two Full Members who have agreed to be liable for any sums owed to the Club by or in respect of the Cadet, accept responsibility for the Cadet whilst on Club premises and accept responsibility for the Cadet’s behaviour.
2.5.2
Junior Cadets: Open to any individual who is aged 6 years or more and under 14 years and who is the child or close relative of, or whose guardian is, a Full Member or Social Member.
2.5.3
Sailing Cadet: Open to any individual who is aged 6 years or more and under 18 years.
2.5.4
Temporary Members: Only available in accordance with Rule 3.3
2.6
In addition, the Trading Company offers the following classes Subsidiary Membership. All of which are managed directly by the Trading Company
2.6.1
Lifeboat Member: Only available to the members of the crew or shore team of the Walton and Frinton Lifeboat and their spouses or civil partners, as specified by the Coxswain (and a list of eligible individuals shall be provided by the Lifeboat Operations Manager and Kept in the Clubhouse).
2.6.2
Affiliated Member: Only available to a full member of a National Governing Body registered sports club where a reciprocal arrangement exists who has been approved by the Directors at their sole discretion.
2.6.3
Corporate Member: Open to any organisation, provided that the contact details of a nominated lead person are provided together with that individual’s place of work and home address.
2.6.4
Social Member: Open to any individual ages 18 years or over who has been duly proposed by one Full Member and Seconded by another Full Member.
3. ELIGIBILITY FOR CERTAIN CLASSES OF MEMBERSHIP
3.1 Honorary Life Membership may be awarded to individuals as a mark of distinction. The Directors may nominate for election at an AGM such as persons as Honorary Life Members as they think fit. The total number of Honorary Life Members shall not, however, at any time, exceed 5% of the total Club Members. The election of new Honorary Life Members shall be put to the vote at an AGM and such persons shall be granted Honorary Life Membership if approved by special resolution of the Full Members at the AGM.
3.2
Sailing Cadets may only use the Club Facilities for organised activities.
3.3
Any individual ages 18 years or over may apply to become a Temporary Member for an initial period not exceeding one month. If approved by the Directors, the acceptance of a new Temporary Member must be posted on the Clubhouse noticeboard and shall be effective immediately (except that the right to purchase alcohol is restricted for a period of 24 hours from the time that the notice is posted on the Clubhouse noticeboard). After expiry of the initial term, application may be made to extend Temporary Membership, provided that Temporary Membership shall not exceed a total period of 3 months without the express approval of the Directors.
4. BECOMING A MEMBER
4.1
An application for Club Membership shall be in form from time to time prescribed by the Directors, and shall include the name and address of the applicant, and the Fees.
4.2
An application for Subsidiary Membership shall be in the form from time to time prescribed by the Trading Company.
4.3
Every applicant for Social Membership shall be proposed by a current and fully paid-up Full Member and seconded by another current fully paid-up Full Member, both of whom must have been Club Members for at least three years and must be personally acquainted with the applicant.
4.4
Applicants for Social Membership without sufficient personal acquaintances within the Club Membership may be proposed and seconded by two Directors or two authorised staff after an introductory meeting.
4.5
Upon receipt of an application for membership, the Honorary Secretary shall enter the details of the application in a register of applicants, and there shall be an interval of at least 14 days during which the application shall be available, on application, for inspection by any member. After the expiry of 14 day period, the Membership Committee will meet to consider the application.
4.6
The Membership Committee has delegated authority from the board of the Club and the board of the Trading Company to, at its sole discretion, decide whether or not to accept an application for Club Membership (on behalf of the Club) or Subsidiary Membership (on behalf of the Trading Company).
4.7
Eligible applications for Club Membership may only be refused for good cause, such as conduct or character likely to bring the Club or the sport of Boating into disrepute.
4.8
Appeals against the Membership Committee’s decision to reject an application for membership may be made to the Directors, who shall put the matter to an Appeal Committee. The Decision of the Appeal Committee is final.
4.9
The Honorary Secretary shall inform each applicant in writing as to whether or not the applicant’s application for membership has been approved, and the Honorary Secretary shall provide successful applicants with a copy of the Articles, these Rules and the Byelaws.
4.10
Every successful applicant shall, upon becoming a member, provide the Honorary Secretary with an up-to-date address which shall be recorded in the register of members and may choose to supply an email address if they are happy to receive communications from the Club and Trading company by email, and any notices sent to such address shall be deemed to have been duly delivered.
5. RIGHTS AND PRIVILEGES OF MEMBERSHIP
5.1
The rights and privileges of each class of membership shall be as follows, subject in each case to the provisions of the Articles, these Rules and Byelaws:
5.1.1
Full Members have the right to attend and vote at general meetings in accordance with Articles and the Companies Acts, have full use of the Club Facilities and the right to bring guests to the premises of the Club.
5.1.2
Associate members are not company law members and, as such, have no right to attend, speak or vote at general meetings, they have full use of the Club Facilities (subject in respect of Temporary Members to Rule 5.1.3), but shall have no right to bring guests to the premises of the Club.
5.1.3
Temporary Members
5.1.3.1
Shall have full use of the Club Facilities;
5.1.3.2
Shall have the right to enter Club races or regattas, but not to win Club trophies;
5.1.3.3
Shall have no right to take any part in the management of the Club;
5.1.3.4
Are deemed to have notice of and impliedly undertake to comply with the Articles, these Rules and Byelaws; and
5.1.3.5
Shall be liable to be expelled from the Clubhouse and/or prohibited from using the Club Facilities if, in the opinion of the Honorary Secretary or Directors, they have not reasonably complied with the conditions set out in the Articles, these Rules and/ or the Byelaws in force from time to time.
5.2
The rights and privileges of the Subsidiary Members shall be as follows, subject also to the Byelaws;
5.2.1
All Subsidiary Members shall have use of the Clubhouse.
5.2.2
In respect of a Corporate Member, up to six individuals from the organisation may use the Clubhouse and the Club Facilities from Monday to Friday up to 17:00 excluding bank holidays.
5.2.3
Social Members may bring guests to the premises of the Club subject to Rule 10.
5.3
Provided that the appropriate Fee has been paid, applicants for membership whose applications have not yet been approved shall have privileges commensurate to their category of membership whilst their applications are being considered. If their application is rejected, then all such privileges will cease immediately.
6. MEMBERSHIP SUBSCRIPTION AND FEES
6.1
The following fees (the Fees) shall be payable by members, as applicable in accordance with this Rule 6:
6.1.1
An entrance fee on joining the Club;
6.1.2
An annual subscription fee in respect of their membership; and
6.1.3
Any additional fees for mooring, dinghy and equipment storage.
6.2
The Fee rate for each class of Club Membership shall be determined by the Directors each year, provided that the Fees for any class of Club Membership shall not increase by more than 15% without the approval of the Full Membership. Any changes in Fees each year shall become operative on the first day of October in that year.
6.3
The Fee rates for each class of Subsidiary Membership shall be determined by the Trading Company each year, and any changes in Fees each year shall become operative on the first day of October in that year.
6.4
The current Fee rate shall be prominently displayed in the Clubhouse and on the Club’s website.
6.5
Fees will be kept at levels that will not pose a significant obstacle to people participating.
6.6
Subject to Rules 7.1 and 7.2, all members who have not paid the applicable Fee on application for membership shall pay the applicable Fee for their first year of membership within one calendar month of their application for membership being approved, and thereafter on the first day of October in each year.
7. EXCEPTIONS TO THE REQUIREMENT TO PAY FEES
7.1
Upon re-application by a person who has been a member within the past two calendar years the Directors of Trading Company (as appropriate) may, as their sole discretion, waive the usual entrance fee.
7.2
The Directors of the Trading Company (as appropriate) may at their sole discretion reduce the Fees for new members who join during the year.
8. TERMINATION OF MEMBERSHIP
8.1
If a member fails to pay any applicable Fees that are due within three calendar months of the due date, their membership shall be automatically terminated.
8.2
Subject to Rule 8.7, a member who cancels their membership within the current subscription year shall not be entitles to have any part of the Fees refunded.
8.3
The membership Committee may cancel, without notice being given , the membership of any member whose Fees are more than three months in arrears (in whole or in part), provided that the Membership Committee may, at its sole discretion , re-instate any such member upon payment of arrears. No member whose Fees are in arrears (in whole or part) may enter any Club event or (if applicable) vote at any general meeting.
8.4
Appeal against termination or non-renewal of membership shall be made by submitting a written notice to the Honorary Secretary, who shall, upon receipt of such a notice convene a meeting of an Appeal Committee to hear the appeal. The decision of the Appeal Committee is final.
8.5
Any person who has been expelled from membership shall not be entitled to have any part of their Fees refunded and must immediately return any trophy or trophies held.
8.6
Upon expulsion of a member, the Directors may dispose of the former member’s dinghy and other property in accordance with Rule 15.3.
8.7
Any member resigning within seven days of an AGM in objection to the outcome of that meeting may, on application, have the unexpired portion of his or her Fees refunded.
9. CONDUCT OF MEMBER & DISCIPLINARY ACTION
9.1
Every member is deemed to have notice of, and undertakes to comply with, these Rules and the Byelaws. Additionally, every Full Member is deemed to have notice of, and undertakes to comply with, the Articles.
9.2
Any breach of Rule 9.1 or any conduct which, in the opinion of the Membership Committee, is either unworthy of a member or otherwise injurious to the interests of the Club, shall render a member liable to disciplinary action, which may include (but shall not be limited to), an informal warning, a written formal warning, restriction to or suspension from some or all of the Club Facilities or events, expulsion or non-renewal of membership.
9.3
Before taking and disciplinary action against a member, the Membership Committee shall ask the member in question to provide a written explanation of their conduct and shall give the member the opportunity to explain their conduct to the Membership Committee or to voluntarily cancel their membership.
9.4
The Membership Committee may temporarily suspend or exclude a Club Member from particular training sessions, racing and/or wider Club activities, if they consider in their sole discretion that such action is in the best interests of the Club.
9.5
A member shall not knowingly remove, injure, destroy or damage any property of the Club and shall make restitution for the same if called upon to do so by the Directors or by the Honorary Secretary upon the instructions of the Directors.
9.6
A member shall not cause any communication in whatever form to be exhibited on Club noticeboards or premises without permission of the Honorary Secretary.
9.7
A member shall settle any indebtedness for refreshment or otherwise before leaving the Club premises, or in accordance with any Byelaw relating to the settlement of such indebtedness.
9.8
All suggestions shall be entered in the suggestion book or box and signed by the member.
9.9
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 servant of the Club be personally reprimanded by a member.
10. GUESTS
10.1
Full Members and Social Members shall enter the names of all guests in the guest book. Not more than three guests may be introduced without prior notice in any one day and the same guest may not be introduced more than six times in any calendar year.
10.2
A member of any club affiliated to the RYA or other established yacht club visiting the Walton Backwaters shall, on signing the Guest Book, be allowed to enjoy the Club Facilities for a period not exceeding five days.
10.3
Any person who is a competitor or crew member in any race sponsored by or on behalf of the Club is entitled to use the Club Facilities within a period of 24 hours before and after the race in which they are competing.
10.4
The Honorary Secretary or any other person who has received the authority of two directors, may expel, or temporarily or permanently, any person who has the right to the use of the Club Facilities under this Rule 10.
10.5
Notwithstanding any other provision of these Rules, no person who has suffered expulsion from membership, or whose application for membership has at any time been rejected, shall be introduced as a guest. This can be reviewed on written application to the Directors or Trading Company.
11. LIMINTATION OF CLUB LIABILITY
11.1
Members use the Club Facilities entirely at their own risk and accept that:
11.1.1
Neither the Club not the Trading Company will accept any liability for any damage or loss of property belonging to members; and
11.1.2
Both the Club and Trading Company limit their respective liability to the fullest extent permitted by law in the respect of personal injury to members or their guests arising out of the use of the Club Facilities.
PART 3: MANAGEMENT
12. OFFICERS.
12.1
Only Full Members shall be eligible to stand for election as Officers, and shall be appointed in accordance with Article 17.
12.2 The Honorary Secretary shall:
12.2.1
Keep a register of members names, addresses, including the class of membership of each member
12.2.2
Conduct the correspondence of the Club;
12.2.3
Keep custody of all club documents.
12.2.4
Keep full minutes of all Directors’ meetings, general meetings (including AGM’S) and meetings of any committees established by the Directors from time to time, and all minutes should be confirmed and signed by the appropriate chairman upon the agreement of the Directors, Full Members, or relevant committee (as appropriate) at the next following Directors’ meeting, general meeting or relevant committee meeting;
12.2.5
Administer such insurance policy or policies as may be needed to fully protect the interests of the Club, its Directors, Officers, employees, and members;
12.2.6
Maintain contact with the Club’s legal advisor to ensure that the Club’s affairs are managed in accordance with all applicable laws;
12.2.7
Maintain any such certificates or registrations, and complete any such non-financial returns as may be required by law; and
12.2.8
Make minutes of meetings available for inspection on Club premises, on application, by Full Members
12.3 The Honorary Treasure shall:
12.3.1
Cause such books of account to be kept as are necessary to give a true and fair view of the state of the finances of the Club, in compliance with all legal requirement applicable to companies;
12.3.2
Cause all returns as may be required by law in relation to the accounts of the Club to be rendered at the due time;
12.2.3
Endeavour to negotiate favourable terms with suppliers of goods and services;
12.3.4
Reclaim taxes available under regulations for sports clubs;
12.3.5
Keep such records of purchases and receipts as to enable any statutory return or statement and the payment of excise or other duty or tax to be made.
12.3.6
Prepare annual report and accounts as at 30 September in each year and cause such report and accounts (as necessary) to be audited at least once annually and shall then cause the same to be circulated to Full Members for at least fourteen days before the date of the AGM.
12.3.7
Ensure that all purchases (equipment, other goods and services) are subject to scrutiny, and that any proposed purchases above the value set by the Directors at the start of each year is subject to competitive tender wherever possible.
13 DIRECTORS
13.1
The board of Directors shall be constituted in accordance with Article 16.
13.2
Candidates for election as Officers and Directors, each of whom must have been a Full Member for at least three years, shall be those Full Members whose nominations (duly proposed and seconded in writing by other Full Members) have (with their consent) been received by the Honorary Secretary at least ten days before the date of the AGM in each year. Such nominations, together with the names of the proposer and seconder shall be posted at the Clubhouse at least seven days prior to the date of the AGM.
13.3
If the number of candidates for election as Officers and Directors at any AGM is equal to or less than the number of vacancies to be filled then all candidates shall be elected if two thirds of those present in person or by proxy and entitled to vote at the AGM vote in favour of such election. If no such majority is achieved the each candidates shall be elected by simple majority vote.
13.4
If the number of candidates for election as Officers and Directors at any AG, is greater than the number of vacancies to be filled then there shall be a ballot or show of hands, as the chairman of the meeting shall direct. If the ballot or show of hands fails to determine the Officers and Directors to be appointed 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.
13.5
The names of all Officers and Directors and of all committee members shall, as soon as reasonably practicable following their appointment to office, be exhibited in a reasonably prominent position in the Clubhouse and shall remain so exhibited for their respective terms of office.
13.6
The directors shall meet at least every two months making such arrangements as the conduct, place of assembly and holding of such meetings as they wish, in accordance with the provisions of the Articles.
PART 4: MISCELLANEOUS
14 SALES OF INTOXICATING LIQUOR
14.1 The purchase for the Trading Company of excisable goods and the supply of the same upon Club premises shall be exclusively and solely under the control of the Directors of the Trading Company, or of a special committee appointed by the Directors of the Trading Company.
14.2
Intoxicating liquor may only be sold for consumption in the Clubhouse to persons over the age of eighteen who are entitled to use the Clubhouse in accordance with the Rules and Byelaws. No individuals under the age of 18 years may purchase or attempt to purchase intoxicating liquor within the Clubhouse nor may any such individual purchase or attempt to purchase tobacco or cigarettes within the Clubhouse.
14.3
The directors of the Trading Company shall cause in the bar in the Clubhouse to be opened (subject to terms of the Clubhouse certificate) at convenient times (and such times shall be prominently exhibited in the Clubhouse) for the sale of excisable goods to persons stated in Rule 14.2, PROVIDED THAT guests’ names and addresses and the name of their introducer shall have been entered in the guest book upon entry to the Clubhouse.
14.4
No person shall take a commission, percentage or other such payment in connection with the purchase of excisable goods for the Trading Company. Any profit deriving from the supply of such goods shall (after deduction of the costs of providing such goods for the benefit of the Trading Company) be applied to the provision of additional amenities or the purchase of property to be held in trust for the benefit of the Trading company.
14.5
Proper accounts of all purchases and receipts shall be kept and such information as the Honorary Secretary or Honorary Treasurer may require shall be furnished to enable any statutory return or statement and the payment of excise or other duty or tax to be made.
14.6
The permitted hours for the supply of intoxicating liquor are as follows:
14.6.1 Monday – Friday 10:00 to 23:00
14.6.2 Saturday and Sunday 10:00 to 00:00
14.7
The bar in the Clubhouse will be open at the hours set out in Rule 14.6, or at such other hours as may be decided by the directors of the Trading Company, subject to any restrictions imposed from time to time by the Licensing Authority.
15 MISCELLANEOUS
15.1 The Clubhouse shall be open to members at such times as the Directors shall direct.
15.2
The Directors and the directors of the Trading Company shall have the power to make Byelaws as they shall, from time to time, consider appropriate and shall cause the same to be exhibited in the Clubhouse for fourteen days before the date of implementation.
15.3
If, at any time, any Fees payable to the Club by any member or former member shall be three months or more in arrears and any dinghy or other property of a member or former member remains upon Club premises then that member or former member shall remove their dinghy or other property from the Club immediately. If the member or former member fails to remove their dinghy and/or other property the;
15.3.1
the Directors may move the dinghy and/ or any other property to any part of the Club premises without being liable for any loss or damage howsoever caused;
15.3.2
the Directors may give three months’ notice in writing by registered post to the member or former member at his last known address as shown in the register of Members and then either:
15.3.2.1
Sell the dinghy and/ or any other property and deduct any monies due to the Club from the net proceeds of the sale before accounting for the balance (if any) to the member of former member; or
15.3.2.2
if the dinghy and/ or any other property is unsaleable, dispose of the property in any manner the Directors may think fit and deem the cost of doing any any arrears to be a debt owing to the Club by the member or former member; and
15.3.3
The Club reserves the right to charge storage for the dinghy and/ or any other property until such time as the owner collects the dinghy and/ or any other property or until notice has been served under Rule 15.3.2.
PROVIDED ALWAYS THAT proper evidence is available to show that all reasonable steps have been taken to trace a member or former member and that, when and if the dinghy and/ or any other property is sold, if the Club is unable to account to the member or former member for the balance of the proceeds of sale, then the balance of the proceeds of sale shall be placed upon bank deposit account and retained against the eventuality of a claim by the owner, (whether he be the said member or former member or otherwise) for a period of six years.
15.4
In addition to Rule 15.3, the Club shall at all times have a lien over members’ or former members dinghies parked on the Club’s premises or other property in respect of all monies due to the Club, whether in respect of arrears of Fees or otherwise and shall be entitled to retain possession of the dinghy and/ or any other property until such time as all monies due to the Club have been paid in full.
15.5
The members acknowledge that these Rules constitute a legally binding contract to regulate the relationship of the members with each other and the Club and the Trading Company.