BMYS Members Constitution
You May Download a copy of the Constitution Here
BEAUMARIS MOTOR YACHT SQUADRON LIMITED CONSTITUTION
- Definitions and Interpretations
- Company Limited by Guarantee
- Ordinary Membership
- Honorary Life Membership
- Award of Appreciation
- Corporate Membership
- Honorary Membership
- Membership, Entry Fees and Subscriptions
- Register of members
- Ceasing Membership
- Discipline, Suspension, and Expulsion of members
- Disputes and Mediation
- Annual General Meetings
- Special General Meetings
- Special Business
- Notice of General Meetings
- Quorum at General Meetings
- Presiding at General Meetings
- Adjournment of Meetings
- Voting at General Meetings
- Poll at General Meetings
- Manner of Determining whether Resolution Carried
- Office Holders
- Ordinary Directors
- Election of Flag Officers and Ordinary Directors
- Vacancies of Directors
- Meetings of the Board
- Validity of Directors Acts
- Notice of Board Meetings
- Quorum of Board Meetings
- Presiding at Board Meetings
- Voting at Board Meetings
- Removal of a Director
- Minutes of Meetings
- Licensing Laws
- Boat Registrations
- Application of Assets and Income
- Custody and Inspection of Books and Records
- Winding Up and Disbursement of Funds
- Notices to members
- Interpretation of Rules
BEAUMARIS MOTOR YACHT SQUADRON LIMITED
The name of the Company is Beaumaris Motor Yacht Squadron Limited.
2. Definitions and Interpretations
In this Constitution, unless the contrary intention appears –
“Board“ means the Directors of the Company holding office under this Constitution and acting as a body;
“Corporations Act” means the Corporations Act 2001 or any legislation in substitution therefor.
“Director” means any person elected to the Board of Directors.
“Financial Year” means the year ending on the last day of February;
“Flag Officers” mean the Directors specified in Rule 28.1.
“General Meeting” means a general meeting of members convened in accordance with Rule 20.1;
“Member” means a member of the Company;
“Member of the Board” means any member who has been elected as a Director of the Company under Rule 30;
“Regulations” means any regulations under the Corporations Act;
“Relevant Documents” has the same meaning as in the Corporations Act;
“Secretary” means the Secretary of the Board under this Constitution.
In this Constitution:
(a) words importing the singular include the plural and vice versa;
(b) words importing any gender include the other gender;
(c) references to persons include corporations and other incorporated bodies;
(d) a reference to a statute, ordinance, or other law includes regulations and other statutory instruments under it, and consolidations, amendments, re-enactments or replacements of any of them; and
(e) except where the contrary intention appears, an expression which is given a general meaning by any provision of the Corporations Act has the same meaning in this Constitution.
2.3 Replaceable Rules:
Any of the provisions of the sections or sub-sections of the Corporations Act referred to as a replaceable rule in accordance with Section 135 (1) of the Corporations Act, which conflict or are inconsistent with a provision of this Constitution, shall not apply to the Company.
The objects for which the Company is established are:
3.1 To promote and encourage the sport of boating generally and to do all things incidental to or not inconsistent with the sport of boating. It shall be the policy of the company to provide encouragement for both powered and non-powered vessels.
3.2 To promote the sciences of seamanship and navigation.
3.3 To formulate rules to govern rallies of navigation and endurance.
3.4 To provide clubrooms and other facilities such as a safe harbour, launching ramps, yards, site storage sheds and grounds for the use of members.
3.5 To encourage social relationship between the members.
3.6 To generally take such steps as may be necessary from time to time to promote and further amateur aquatics.
3.7 To encourage the amateur interests of the members.
3.8 To take any action that may be deemed desirable in the interests of the members.
3.9 To promote and carry out any charitable purpose.
3.10 To supply refreshments for members and to apply for, hold and renew from time to time, any necessary Certificates of Registration as a Club, and any licences, permits, or other provisions for the sale and disposal of liquor within the meaning of the Licensing Acts of the State of Victoria.
3.11 To construct, alter, add to, repair and maintain all buildings and other property whether real or personal belonging to the Company.
3.12 To enter into any agreement, lease or document necessary for the purpose of vesting in the Company rights or interests in relation to its occupancy of the premises of the Company.
Solely for the purpose of furthering the objects set out above, the Company shall have the legal capacity and powers set out in Section 124 of the Corporations Act.
5. Company Limited by Guarantee
5.1 The Company is a company limited by guarantee.
5.2 Each member undertakes to contribute an amount not exceeding $2.00 to the property of the Company, if the Company is wound up at a time when that person is a member, for:
5.2.1 payment of the debts and liabilities of the Company contracted before that person ceased to be a member;
5.2.2 payment of the costs, charges and expenses of winding up the Company; and
5.2.3 adjustment of the rights of the contributories amongst themselves.
6. Ordinary Membership
6.1 There shall be the following categories of Ordinary membership:
(a) Full members – Category ‘A’
(b) Restricted Full members – Category ‘B’
(c) Restricted Full members – Category ‘C’
(d) Respected members
(e) Social members
(f) Junior members
(g) Associate members
(h) Other members
6.2 Full members – Category ‘A’
Full membership – Category ‘A’ shall be available to all persons aged eighteen (18) years and over and shall entitle them to full membership privileges of the Company.
6.3 Restricted Full members – Category ‘B’
A Restricted Full member – Category ‘B’ shall be entitled to vote at any general meeting or election, and can be elected as a Director of the Company.
6.4 Restricted Full members – Category ‘C’
Category ‘C’ membership shall be available to any existing member who has attained the age of 70 years or over with at least 25 years of continuous membership. A member in this category shall be entitled to vote at any general meeting or election of the company and can be elected as a director of the company.
Category ‘C’ members shall be entitled to such use of Company facilities and services as shall be determined by the Board from time to time.
6.5 Respected members
The Board may, with the consent of the person, elect a person as a Respected Member who is a member or a past member of the Company, and who in the opinion of the Board commands respect through age, character and special contributions to the Company.
A Respected member shall not be entitled to vote at any General Meeting or election, nor be elected as a Director of the Company. They must not utilize the Company’s boating facilities unless in the company of a member whose vessel is listed in the Company’s boat register.
A Respected member shall be entitled to such use of the Company’s facilities and services as shall be determined by the Board from time to time.
6.6 Social members
A Social member shall not be entitled to vote at any general meeting or election, nor be elected as a Director of the Company.
Senior Social membership shall be available to any existing member who has attained the age of 70 years or over with at least 10 years of continuous Category A, B or C membership. A member in this category shall be entitled to vote at any general meeting or election of the company but shall not be entitled to be elected as a Director of the Company.
Social and Senior Social members shall be entitled to such use of the Company facilities and services as shall be determined by the board from time to time.
6.7 Junior members
Junior membership shall be available to persons less than (18) years of age who are children, step children or grandchildren of a financial category A, B or C member.
Junior members shall not be entitled to vote at any General Meeting or election, nor be elected as a Director of the Company.
Junior members shall not have access to licensed premises except as permitted by the relevant Licensing Acts.
Junior members shall be entitled to such use of Company facilities and services as shall be determined by the Board from time to time.
6.8 Associate members
Associate Membership shall be available to any person who is of or over eighteen (18) years of age and is the recognised partner of a financial Category A. B or C member. The Category A, B or C member must nominate the Associate Member.
An Associate Member shall not be entitled to vote at any general meeting or election, nor be elected as a Director of the Company.
Associate Members shall be entitled to such use of the Company facilities and services as shall be determined by the Board from time to time.
6.9 Other members
The Board has the right and power from time to time to create new categories of membership with such rights (other than voting rights), privileges and obligations as are determined appropriate. No new category of membership may be granted voting rights without a special resolution for same being passed at a General Meeting.
6.10 The categories of Social member, Junior member, Associate member or Other member may be implemented only when they have been approved by special resolution at a general meeting by a simple majority of those members who are entitled to vote at a general meeting.
7. Honorary Life Membership
An Honorary Life member shall be a member so elected who in the opinion of the Board has rendered meritorious services in promoting the objectives for which the Company is established. Any person so elected shall be entitled to all privileges of the Company during the remainder of their lifetime, provided always that the Board shall have the right to terminate such life membership in the event of the person so elected behaving in such a manner as would discredit the Company.
8. Award of Appreciation
In the opinion of the Board, an Award of Appreciation may be awarded to any
loyal and dedicated member of the Squadron in recognition and appreciation of a distinguished record of outstanding service and commitment to the betterment of the Squadron and its members.
9. Corporate Membership
9.1 Any Corporation (as defined in the Corporations Act) or Incorporated Association shall be eligible for admission as a Corporate member of the Association.
9.2 All applications for Corporate membership shall be in writing and lodged with the Secretary who shall submit such application to the next Board Meeting for approval.
9.3 If approved by the Board, the applicant shall become a Corporate member upon payment of the applicable subscription payable at the time by Corporate members.
9.4 Corporate members shall nominate one or more persons as Nominee to a maximum number as may be determined for the applicable Corporate Membership subscription paid and who shall, while so nominated, have all the privileges and obligations set out in this Constitution as Full members of the Company except that only one vote may be cast at any election or general meeting and boating facilities will be restricted to the number of vessels at any one time as determined by the Board from time to time.
9.5 The rights and privileges of Corporate members shall only be exercisable by the nominee or nominees of that Corporate member at the time and not by the Corporate member itself or by any other person not being a nominee.
9.6 The category of Corporate membership may be implemented only when it has been approved by special resolution at a general meeting by a simple majority of those members who are entitled to vote at a general meeting.
10. Honorary Membership
10.1 The Board may elect a person who is not a member and who has rendered special services to the Company, as an Honorary member.
10.2 In addition to Rule 10.1 the Board may:
(a) elect any person who is a bona fide member of a recognised body as an Honorary member for a period not exceeding twelve months; and
(b) enter into reciprocal rights arrangements with other recognised bodies whereby a member of that other body visiting the Company’s premises shall be entitled to all privileges as an Honorary member for a period not exceeding twelve months.
10.3 Honorary members shall be entitled to all the privileges of the Company except the right to vote at meetings and the right to be elected as a Director.
11.1 A member, other than a Junior member may introduce a visitor or visitors to that part of the Company’s premises which are licensed under the Liquor Control Act for the day of visit only provided:
a) the name of such visitor or visitors shall be entered in a book for that purpose which book shall be signed by the introducing member; and
b) the introducing member shall be responsible for the conduct of his visitor.
11.2 No person other than the spouse or the person with whom the member lives on a permanent and bona fide domestic basis, or the immediate family of a Life member or Ordinary member shall be introduced as a visitor more often than is determined from time to time as being acceptable by the Board.
11.3 No person: –
a) who has been rejected as a candidate for membership;
b) who has been expelled from the Company; or
c) who is in default in payment of any monies due to the Company at the time and for which default the Company has instituted, or is entitled to institute, recovery proceedings;
shall be admitted as a visitor.
11.4 Nothing herein contained shall prevent the admission of visitors at a particular function or occasion authorised by the Board with and subject to a limited licence from Liquor Licensing of Victoria and which function or occasion is conducted in accordance with such limited licence and with any conditions or restrictions imposed by the Board when giving its authority.
12. Membership, Entry Fees and Subscriptions
12.1 A person who applies and is approved for Ordinary membership as provided in this Constitution is eligible to be a member of the Company on payment of the entrance fees and annual subscription payable under this Constitution in respect of the category of membership for which application has been made.
12.2 An application from a person for Ordinary membership of the Company must –
(a) be made on the form approved by the Board; and signed by a proposer and seconder who must both be voting members of the Company. In circumstances where the applicant does not have a proposer or seconder their application must be approved by the Board.
(b) be lodged with the Secretary of the Company or as determined by the Secretary.
12.3 As soon as practicable after the receipt of an application, the application must be referred to the Board.
12.4 The Board must determine whether to approve or reject the application.
12.5 If the Board approves an application for Ordinary membership, the Secretary must ensure as soon as practicable after the approval that –
(a) the applicant is notified in writing of the approval for ordinary membership; and
(b) request payment within 28 days after receipt of the notification of the sum payable under this Constitution as the entrance fee when their name will be added to the waiting list for membership. Names will remain on the waiting list in chronological order of receipt until a vacancy in the category of membership sought occurs when with the payment of the first years annual subscription the name will be transferred to the membership register.
(c) no proposer or seconder is required for persons applying for either Junior or Associate Membership under Rules 6.7 and 6.8 respectively, provided the applicant meets the requirements of a relationship with a Category A, B or C member in accordance with Rule 6.7.
Note: If a Junior or Associate Member is proposed by a financial member they are responsible for the conduct of the Junior or Associate Member.
(d) persons applying for Social Membership will be proposed by the Club Manager and seconded by a Board member – preferably a Flag Officer or the Secretary of the Company.
(e) in the situation where a new applicant is approved for membership part way through the financial year of the Company, the Board may approve a pro-rata annual subscription payment for the remainder of that year.
12.6 The Secretary must ensure that, after receipt of the amounts referred to in Article 11.5, the applicant’s name is entered in the register of members.
12.7 An applicant for Ordinary membership becomes a member and is entitled to exercise the rights of Ordinary membership when his name is entered in the register of members.
12.8 If the Board rejects an application, the Board must, as soon as practicable, notify the applicant in writing that the application has been rejected.
12.9 A right, privilege, or obligation of a person by reason of Ordinary membership of the Company:
(a) is not capable of being transferred or transmitted to another person; and
(b) terminates upon the cessation of membership whether by death or resignation or otherwise.
12.10 The entrance fee shall be an amount decided upon by the Board, from time to time, for each category of membership.
12.11 The annual subscription for or within each category of membership shall be as determined at a General Meeting of members and once determined, shall be adopted by the Board.
12.12 The annual subscription shall become due and payable on or before 1 March in each year.
12.13 Any member whose annual subscription is not paid on or before 1 March and has not made prior arrangement with the Commodore for late payment of their annual subscription, shall cease to be a member of the Company and shall not take part in any Company proceedings or vote at any meeting of the Company.
13. Register of members
13.1 The Secretary must ensure a register is kept and maintained of members, containing:
(a) the name and address of each member; and
(b) the date on which each member’s name was entered in the register.
13.2 The register is available for inspection free of charge by any member upon request.
14. Ceasing Membership
14.1 A member of the Company who has paid all moneys due and payable by a member to the Company may resign from the Company by giving one month’s notice in writing to the Secretary of their intention to resign.
14.2 After the expiry of the period referred to in sub-rule 14.1 –
(a) the member ceases to be a member; and
(b) the Secretary must ensure that such is recorded in the register of members showing the date on which the member ceased to be a member.
(c) the Secretary must also ensure a record is maintained for at least seven (7) years of persons ceasing membership.
15. Discipline, Suspension and Expulsion of members
15.1 Subject to this Constitution, if the Board is of the opinion that a member has refused or neglected to comply with this Constitution, or has been guilty of conduct unbecoming of a member or prejudicial to the interests of the Company, the Board may by resolution –
(a) fine that member an amount not exceeding 1.5 times the full membership annual subscription.
(b) suspend that member from membership of the Company for a specified period; or expel that member from the Company.
15.2 A meeting of the Board to confirm or revoke a resolution passed under sub-rule 15.1 must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in accordance with sub-rule 15.3.
15.3 For the purposes of giving notice in accordance with sub-rule 15.2, the Secretary must, as soon as practicable, cause to be given to the member a written notice –
(a) Stating that the Board is considering action pursuant to Rule 15.1 and stating the grounds for such consideration; and
(b) stating that the member, or his/her representative, may address the Board at a meeting to be held not earlier than fourteen (14) days and not later than twenty-eight (28) days after the notice has been given to that member; and
(c) stating the date, place and time of that meeting referred to in Rule 15.3(b); and
(d) informing the member that he/she may do one or both of the following:
(i) attend the meeting;
(ii) give to the Board before the date of that meeting a written statement requesting that the Board not pass a Resolution pursuant to Rule 15.1;
Informing the member that he/she may give notice to the Secretary within 48 hours of the Board’s notification to the member of a Resolution pursuant to Rule 15.1 of his/her desire to appeal to the Company in a General Meeting against any such Resolution.
15.4 If the Secretary receives a notice under Rule 15.3(e) they must notify the Board and the Board must convene a Special General Meeting of the Company to be held within twenty-one (21) days after the date on which the Secretary received the notice.
15.6 At a special general meeting of the Company convened under sub-rule 15.4;
(a) no business other than the question of the appeal may be conducted; and
(b) the Board may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution; and
(c) the member, or his representative, must be given an opportunity to be heard; and
(d) the members present must vote by secret ballot on the question whether the resolution should be confirmed or revoked.
15.7 A resolution pursuant to Rule 15.1 is confirmed if, at the General Meeting, not less than one half (50%) of the members vote in person, or by proxy, in favour of the resolution. In any other case, the resolution is revoked.
16. Disputes and Mediation
16.1 The grievance procedure set out in this rule applies to disputes under this Constitution between;
(a) a member and another member; or
(b) a member and the Company.
16.2 The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within fourteen (14) days after the dispute comes to the attention of all of the parties.
16.3 If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within ten (10) days, hold a meeting in the presence of a mediator.
16.4 The mediator must be;
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement –
(i) in the case of a dispute between a member and another member, a person appointed by the Board of the Company; or
(ii) in the case of a dispute between a member and the Company, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
16.5 A member of the Company can be a mediator.
16.6 The mediator cannot be a member who is a party to the dispute.
16.7 The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.
16.8 The mediator, in conducting the mediation, must;
(a) give the parties to the mediation process every opportunity to be heard; and
(b) allow due consideration by all parties of any written statement submitted by any party; and
(c) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
16.9 The mediator must not determine the dispute.
16.10 If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act otherwise at law.
17. Annual General Meetings
17.1 The Board may determine the date, time and place of the annual general meeting of the Company but it must be within three (3) months of the end of the Company’s financial year.
17.2 The notice convening the annual general meeting must specify that the meeting is an annual general meeting.
17.3 The ordinary business of the annual general meeting shall be –
(a) to confirm the minutes of the previous annual general meeting and or any general meeting held since that meeting; and
(b) to receive from the Board reports upon the transactions of the Company during the last preceding financial year; and
(c) to elect the Flag Officers of the Company and the ordinary Directors; and
(d) to receive and consider the statement submitted by the Company in accordance with the provisions of the Corporations Act.
17.4 The annual general meeting may conduct any special business of which notice has been given in accordance with this Constitution.
18. Special General Meetings
18.1 In addition to the annual general meeting, any other general meeting may be held in the same year.
18.2 All general meetings other than the annual general meeting are special general meetings.
18.3 The Board may, whenever it thinks fit, convene a special general meeting of the Company.
18.4 If, but for this sub-rule, more than fifteen (15) months would elapse between annual general meetings, the Board must convene a special general meeting before the expiration of that period.
18.5 The Board must, on the request in writing of voting members representing not less than twenty per cent (20%) of the total number of members, convene a special general meeting of the Company.
18.6 The request for a special general meeting must –
(a) state the objectives of the meeting;
(b) be signed by the members requesting the meeting; and
(c) be sent to the address of the Secretary.
18.7 If the Board does not cause a special general meeting to be held within one (1) month after the date on which the request is sent to the address of the Secretary, the members making the request, or any of them, may convene a special general meeting to be held not later than three (3) months after that date.
18.8 If a special general meeting is convened by members in accordance with this rule, it must be convened by the Board and all reasonable expenses incurred in convening the special general meeting must be refunded by the Company to the persons incurring the expenses.
19. Special Business
All business that is conducted at a special general meeting and all business that is conducted at the annual general meeting, except for business conducted under the rules as ordinary business of the annual general meeting, is deemed to be special business.
20. Notice of General Meetings
20.1 The Secretary of the Company, at least twenty-one (21) days before the date fixed for holding a general meeting of the Company, must cause to be sent to each member of the Company, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.
20.2 Notice may be sent;
(a) by prepaid post to the address appearing in the register of members; or
(b) if the member requests, by facsimile transmission or electronic transmission.
20.3 No business other than that set out in the notice convening the meeting may be conducted at the meeting.
20.4 A member of the Company who wishes to propose a resolution at a meeting must give the Secretary either in writing or by electronic means notice of the resolution at least fourteen (14) days before the Board gives notice of the meeting.
20.5 If notice of an ordinary resolution is given under sub-rule 20.4, details of the resolution must be included in the notice of the meeting.
21. Quorum at General Meetings
21.1 No item of business may be conducted at a general meeting unless a quorum of members entitled under this Constitution to vote is present at the time when the meeting is considering that item.
21.2 Seven (7) members personally present (being members entitled under this Constitution to vote at a general meeting) constitute a quorum for the conduct of the business of a general meeting.
21.3 If, within one-half of an hour after the appointment time for the commencement of a general meeting, a quorum is not present;
(a) in the case of a meeting convened upon the request of members – the meeting must be dissolved; and
(b) in any other case – the meeting shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairperson at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place.
21.4 If at the adjourned meeting the quorum is not present within one-half of an hour after the time appointed for the commencement of the meeting, the members personally present shall be a quorum.
22. Presiding at General Meetings
22.1 Subject to this rule, the Commodore shall preside at every general meeting of the Association.
22.2 However in the Commodore’s absence, the Vice Commodore, or in the Commodore and Vice Commodore’s absence, the Rear Commodore shall preside as Chairperson at each general meeting of the Company.
22.3 If the Commodore, Vice-Commodore and the Rear Commodore are absent from a general meeting. or are unable or unwilling to preside, the members present must select one of their number to preside as Chairperson.
23. Adjournment of Meetings
23.1 The person presiding may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and place to place.
23.2 No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.
23.3 If a meeting is adjourned for fourteen (14) days or more, notice of the adjourned meeting must be given in accordance with rule 19.1.
23.4 Except as provided in Rule 23.3, it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.
24. Voting at General Meetings
24.1 Upon any question arising at a general meeting of the Company, a member has one vote only.
24.2 All votes must be given personally or by proxy.
24.3 In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote.
24.4 A member is not entitled to vote at a general meeting unless all moneys due and payable by the member to the Company have been paid.
25. Poll at General Meetings
25.1 If at a meeting a poll on any question is demanded by not less that five (5) members, it must be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.
25.2 A poll that is demanded on the election of a Chairperson or on a question of an adjournment must be taken immediately and a poll that is demanded on any other question must be taken at such time before the close of the meeting as the Chairperson may direct.
26. Manner of determining whether Resolution Carried
If a question arising at a general meeting of the Company is determined on a show of hands;
(a) a declaration by the Chairperson that a resolution has been –
(i) carried; or
(ii) carried unanimously; or
(iii) carried by a particular majority; or
(iv) lost; and
(b) an entry to that effect in the minute book of the Company –
is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.
27.1 Each member is entitled to appoint another member as a proxy by notice given to the Secretary no later than forty-eight (48) hours before the time of the meeting in respect of which the proxy is appointed.
27.2 The notice appointing the proxy shall be in a form approved by the Board and shall be signed by the member appointing the proxy.
27.3 The notice may specify the manner in which the proxy is to vote in respect of a particular resolution and, where a notice appointing the proxy so provides, the proxy is not entitled to vote in a resolution except as specified in the notice.
28.1 The Board shall consist of the following Directors:
(a) Three (3) Flag Officers; and
(b) A minimum of three (3) and a maximum of five (5) ordinary Directors
each of whom shall be elected at the Annual General Meeting of the Company in each year.
28.2 At its discretion the Board may appoint for such time as it thinks fit any person who has experience or expertise in an area relevant to the purposes of the Company as an Independent Director.
28.3 An Independent Director may contribute to discussion but is not eligible to vote at Board meetings.
28.4 All Directors shall declare to the Board their interest in any:
(a) contractual matter
(b) selection matter
(c) disciplinary matter, or
(d) other financial matter
in which a conflict of interest arises or may arise and shall, unless otherwise determined by the Board, absent himself from discussion of such matter and shall not be entitled to vote in respect of such matter.
29. Office Holders
29.1 The Flag Officers of the Company shall be –
(a) The Commodore;
(b) The Vice Commodore; and
(c) The Rear Commodore;
29.2 Each Flag Officer shall hold office until the annual general meeting next after the date of his election but is eligible for re-election.
29.3 In the event of a casual vacancy amongst the Flag Officers, the Board may appoint one of its members to the vacant office and the member appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of the appointment.
29.4 The Commodore shall not hold office as Commodore for more than three consecutive years.
29.5 The Immediate Past Commodore shall be entitled to attend Board meetings in a consultative capacity and may join in any deliberations but may not vote thereon.
30. Ordinary Directors
30.1 Subject to this Constitution, each ordinary Director shall hold office until the annual general meeting next after the date of election but is eligible for re-election.
30.2 In the event of a casual vacancy occurring in the office of an ordinary Director, the Board may appoint a member to fill the vacancy and the member appointed shall hold office, subject to these Rules, until the conclusion of the annual general meeting next following the date of the appointment.
31. Election of Flag Officers and Ordinary Directors
31.1 Nominations of candidates for election of Flag Officers or as ordinary Directors must be –
(a) made in writing, signed by two (2) members and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
(b) delivered to the Secretary by 5.00 pm. not less than twenty-one (21) days before the date fixed for the holding of the annual general meeting.
31.2 A candidate may be nominated for any flag office that they are suitable for, or that they are qualified to perform, or as an ordinary Director, prior to the annual general meeting.
31.3 If insufficient nominations are received to fill all vacancies on the Board, the candidates nominated shall be deemed to be elected and further nominations may be received at the annual general meeting.
31.4 If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
31.5 If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held.
31.6 The ballot for the election of Flag Officers and ordinary Directors must be conducted at the Annual General Meeting in such manner as the Board may direct.
32. Vacancies of Directors
The office of a Flag Officer, or of an ordinary Director, becomes vacant if the Flag Officer or ordinary Director;
(b) becomes bankrupt or makes any arrangement or composition with his/her creditors generally,
(c) resigns from office, or ceases to be a member of the Company by notice in writing given to the Secretary,
(d) becomes of unsound mind or a person whose person or estate is liable to be dealt within anyway under the law relating to mental health,
(e) is absent without the consent of the Board from Board Meetings held during a period of 3 months,
(f) without the prior consent or later ratification of the members in general meeting holds any office of profit with the Company,
(g) is directly or indirectly interested in any contract or proposed contract with the Company and fails to declare the nature of such interest,
(h) is removed from office by Special Resolution, or
(i) would otherwise be prohibited from being a director of any body formed under the Corporations Act.
33. Meetings of the Board
33.1 The Board must meet at least four (4) times in each year at such place and such times as the Board may determine.
33.2 Special meetings of the Board may be convened by the Commodore or by any four (4) Directors.
33.3 A Director unable to be physically present at a meeting may participate in the meeting if able to communicate effectively, simultaneously and instantaneously whether by means of telephone or other form of communication.
33.4 No meeting shall be invalidated because no Director is physically present at the place of the meeting specified in the notice of meeting provided other means of communications are provided.
34. Validity of Directors Acts
34.1 If all the Directors have signed a document containing a statement that they are in favour of a resolution of Directors in terms set out in the document, a resolution in those terms shall be deemed to have been passed at a meeting of the Directors held on the date and at the time at which the document was last signed; or if the Directors signed the document on different days, on the date and time at which the document was last signed by a Director.
34.2 For the purposes of the preceding article, two or more separate documents containing statements in identical terms, each of which is signed by one or more Directors, shall together be deemed to constitute one document, containing a statement in those terms signed by those Directors on the respective days on which they signed the separate documents.
35. Notice of Board Meetings
35.1 Written notice of each meeting of the Board must be given to each Director at least two (2) business days before the date of the meeting.
35.2 Written notice must be given to the Directors of any special meeting specifying the general nature of the business to be conducted and no other business may be conducted at such a meeting.
36. Quorum for Board Meetings
36.1 Any four (4) Directors constitute a quorum for the conduct of the business of a meeting of the Board.
36.2 No business may be conducted unless a quorum is present.
36.3 If within one-half of one hour of the time appointed for the meeting a quorum is not present;
(i) in the case of a special meeting – the meeting lapses;
(ii) in any other case – the meeting shall stand adjourned to the same place and the same time and day in the following week.
36.4 The Board may act notwithstanding any vacancy.
37. Presiding at Board Meetings
At meetings of the Board;
(a) the Commodore or, in the Commodore’s absence, the Vice Commodore, or in the Commodore and Vice Commodore’s absence the Rear Commodore presides; or
(b) if the Commodore, the Vice Commodore and the Rear Commodore are absent, or are unable or unwilling to preside, the Directors present must choose one of their number to preside.
38. Voting at Board Meetings
38.1 Questions arising at a meeting of the Board, or at a meeting of any committee appointed by the Board, shall be determined on a show of hands or, if a member requests, by a poll taken in such manner as the person presiding at that meeting may determine.
38.2 Each Director present at a meeting of the Board, (including the person presiding at the meeting), is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
39. Removal of a Director
39.1 The Company in general meeting may, by resolution, remove any Director before the expiration of the Director’s term of office and appoint another Director in his place to hold office until the expiration of the term of the first-mentioned Director.
39.2 A Director who is the subject of a proposed resolution referred to in sub-rule 38.1 may make representations in writing to the Secretary or Commodore (not exceeding a reasonable length) and may request that the representations be provided to the member.
39.3 The Secretary or the Commodore may give a copy of the representations to each member or, if they are not so given, the Director may require that they be read out at the meeting.
40. Minutes of Meetings
The Secretary must keep minutes of the resolutions and proceedings of each general meeting, and each Board meeting, together with a record of the names of persons present at Board meetings.
The Board may, by resolution, delegate the exercise of such of the Board’s functions (other than this power of delegation) as are specified in the Resolution:
(a) to a Director; or
(b) to a Committee of two (2) or more Directors; or
(c) to a Committee of members and such other persons as the Board may determine, provided always that members comprise the majority of persons on that Committee.
42. Licensing Laws
42.1 No person shall be entitled under this Constitution or any By-Laws to derive any profit, benefit or advantage from the Company, and no payment or part payment to any Director or servant of the Company shall be made by way of commission or allowance from or upon the receipts of the Company for alcoholic drink supplied.
42.2 Except at a particular function or occasion authorised by the Board and the subject of a Limited Licence from the Liquor Licensing Commission a visitor shall not be supplied with liquor on the Company premises unless the visitor is in the company of a member .
42.3 No liquor shall be sold or supplied to any person under eighteen (18) years of age except when that person is accompanied by a spouse, parent or guardian and the liquor is supplied as part of a meal supplied on the Company premises.
42.4 No liquor shall be sold or supplied for consumption elsewhere than on the Company premises unless such liquor is removed from the premises of the Company by the member purchasing same.
42.5 No person under eighteen (18) years of age, except persons who are being trained as waiters and are not allowed to serve behind the Bar, shall be employed by the Company.
42.6 Liquor shall not be sold or disposed of on the Company premises except in accordance with the Licence held on behalf of the Company under the Liquor Control Act and as amended from time to time.
42.7 At no time shall more than three hundred and ninety eight (398) people be permitted upon that part of the Company premises which are licensed under the Liquor Control Act.
42.8 While and so long as the Company is Licensed under the Liquor Control Act the Secretary shall, within fourteen (14) days from the making of any amendment or alteration in the Rules of the Company forward to the Secretary of the Liquor Licensing Commission a certified copy of every such amendment or alteration.
43. Boat Registrations
43.1 Upon application, a yacht or boat belonging to a member or members may be registered in the register, kept for that purpose by the Secretary.
43.2 The boat register shall contain, in addition to any particulars required by the Board, this Constitution or any By-Laws, the name of the boat, the name and address of the owner or owners, the official boat registration number, dimensions, particulars of design, build and of any power installation thereon and current insurance details.
43.3 All applications for registration in the boat register shall be made to the Secretary by the member or members in the prescribed form, which shall be supplemented with any additional information in respect of the vessel proposed for registration or that may be required, and in the case of any alteration affecting the registered particulars of the boat, the owner shall notify the same to the Secretary forthwith.
44.1 Moorings shall be laid under the direction of the Board and shall be known as Company Moorings and (subject to any superior control by any Government body) the Company, by its officers and servants, shall have the sole control of such moorings, subject to approval by the Board.
44.2 The Company may hire any Company Mooring to the owner of any yacht or boat shown on the boat register for any period not exceeding twelve (12) months, upon such terms as the Board thinks fit, provided always that the member hiring the mooring shall have first signed an agreement in writing containing such terms and conditions as may be approved by the Board from time to time.
44.3 All hirings of Company Moorings shall cease at the close of the Company’s financial year.
44.4 Hiring fees shall be fixed by the Board annually and the Board shall have the right to refuse to renew any hiring upon giving one (1) month’s notice in writing to the hirer to that effect.
44.5 No member shall lay or construct any mooring within the immediate vicinity of the Company moorings without the written permission of the Board first obtained.
44.6 A member shall not, except in the case of extreme emergency or danger, moor any yacht or boat upon any other mooring than that hired to or owned by the member and shall within forty-eight (48) hours of being requested so to do by the Board, remove any yacht or boat so temporarily moored.
A Secretary or Secretaries will be appointed (and may be removed) by the Board in accordance with the Corporations Act.
46.1 The Company must;
(a) collect and receive all moneys due to the Company and make all payments authorised by the Company; and
(b) keep correct accounts and books showing the financial affairs of the Company with full details of all receipts and expenditure connected with the activities of the Company, as it is required to keep by the Corporations Act.
46.2 All cheques, Electronic Funds Transfer (EFT’s), drafts, bills of exchange, promissory notes and other negotiable instruments must be authorised and /or signed by the Secretary or Treasurer and the Club Manager, or by the Secretary or Treasurer and one (1) other Director.
46.3 The funds of the Company shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Board determines.
47.1 The common seal of the Company must be kept in the custody of the Secretary or as determined by the Secretary.
47.2 The common seal must not be affixed to any instrument except by the authority of the Board and the affixing of the common seal must be attested by the signatures either of two Directors and the Secretary or, in the absence of the Secretary, another Director.
48. Application of Assets and Income
48.1 The assets and income of the Company shall be applied solely towards the carrying out and promotion of its objects and no part may be paid or transferred directly or indirectly by way of discount, rebate or otherwise, by way of profit to the members of the Company.
48.2 There must be no return or distribution of surplus to members.
Where it furthers the objects of the Company to amalgamate with any one or more organisations having similar objectives, the other organisation(s) must have rules prohibiting the distribution of its (their) assets and income to members and must be exempt from income tax.
49. Custody and Inspection of Books and Records
49.1 All books of account, securities, documents and papers of the Company, other than such, if any, as the Board may direct to be kept elsewhere, shall be kept at the registered office in such manner and with such provision for their security as the Board directs.
49.2 All accounts, books, securities and any other relevant documents of the Company must be available for inspection free of charge by any member upon request.
49.3 A member may make a copy of any of the Company’s financial accounts, books, securities and any other relevant documents but not of trading agreements with suppliers and contractors to the Company.
50.1 Every Director, auditor, manager, employee or agent of the Company shall be indemnified out of the property or assets of the Company against any liability incurred by them in their capacity as Director, auditor, manager, employee or agent in defending any proceedings, whether civil or criminal, in which judgement is given in their favour or in which they are acquitted or in connection with any application in relation to any such proceedings in which relief is, under the Corporations Act, granted to him by the court.
50.2 The Company shall indemnify its Directors and employees against all damages and costs (including legal costs) for which any such Director or employee may be or become liable to any third party in consequence of any act or omission except wilful misconduct.
(a) in the case of a Director, performed or made whilst acting on behalf of and with the authority, expressed or implied of the Company; and
(b) in the case of an employee, performed or made in the course, and within the scope of his employment by the Company.
51. Winding Up and Disbursement of Funds
51.1 The winding up of the Company shall be in accordance with the provisions of the Corporations Act.
51.2 If any surplus remains after the satisfaction of all the debts and liabilities of the Company and the costs, expenses and charges of the winding up, that surplus;
(b) must not be paid to or distributed among members; and
(c) must be given or transferred to an institution;
(i) which has objects similar to those of the Company;
(ii) whose Constitution prohibits the distribution of property among its members; and
(iii) which has been chosen by the members of the Company at or before the time of winding up.
(iv) which is exempt from income tax
52.1 The Board is empowered to make, repeal and amend such By-Laws as it may from time to time consider necessary for the well-being of the Company and which are not inconsistent with this Constitution.
52.2 All members of the Company shall be bound at all times to comply with all the By-Laws duly passed.
52.3 The Secretary shall maintain a record of all current By-Laws and shall advise members of any additions or alterations made to the By-Laws from time to time.
53. Notices to members
Except for the requirement in rule 15.4, any notice that is required to be given to a member, by or on behalf of the Company, under this Constitution may be given by;
(a) delivering the notice to the member personally; or
(b) sending it by prepaid post addressed to the member at that member’s address shown in the register of members; or
(c) facsimile transmission, if the member has requested that the notice be given to him in this manner; or
(d) electronic transmission, if the member has requested that the notice be given to him in this manner.
54. Interpretation of Rules
54.1 Any dispute or difference which may arise as to the meaning or interpretation of this Constitution or By-Laws or as to the powers of the Board or the validity of any election or proceeding of a General Meeting of the Company or any By-Laws or proceeding of the Board, shall be determined by the Board, the decision of which shall be final and binding upon all the members of the Company subject to the Acts Interpretation Act 1958.
54.2 Any decision of the Board pursuant to Rule 54.1 may be reversed or quashed by a resolution passed at a general meeting of the Company subject however that any act done following such decision and in accordance therewith prior to any such reversal or quashing shall be deemed to have been made validly under this Constitution or any By-Laws made thereunder.