TROON CRUISING CLUB ~ CONSTITUTION
Revised and Agreed at 65th AGM 29 January 2020
- NAME AND OBJECTS.
1.1 The name of the Club shall be Troon Cruising Club hereinafter referred to as “The Club”
1.2. The objectives of the Club shall be:
1.2.1. To promote sailing as a sport in all its aspects.
1.2.2. To encourage participation in the sailing and social activities of the Club
1.2.3. To provide facilities for the mooring, berthing and maintenance of members’ vessels.
1.2.4. To ensure that equity is incorporated across all aspects of its development. In doing so it acknowledges and adopts the following definition of sports equity:
- Sports equity is about fairness in sport, equality of access, recognising inequalities and taking steps to address them. It is about changing the culture and structure of sport to ensure it becomes equally accessible to everyone in society.
- The club respects the rights, dignity and worth of every person and will treat everyone equally within the context of their sport, regardless of age, ability, gender, race, ethnicity, religious belief, sexuality or social/economic status.
- The club is committed to everyone having the right to enjoy their sport in an environment free from threat of intimidation, harassment and abuse.
- All club members have a responsibility to oppose discriminatory behaviour and promote equality of opportunity.
- The club will deal with any incidence of discriminatory behaviour seriously, according to club disciplinary procedures as set out in Section 4.4.
2.1 The Officers of the Club shall be voting members and shall be:
2.1.1. The Flag Officers –
The Vice Commodore.
The Honorary Secretary.
The Honorary Treasurer.
The Honorary Racing Secretary
The Immediate Past Commodore
2.2. The Commodore, the Vice-Commodore and the Rear Commodores One and Two shall be elected at the Annual General Meeting and shall hold office for one year, retiring at the end of the next AGM. They shall be eligible for re-election in the same office for no more than one further successive term.
2.3. The Honorary Secretary, the Honorary Treasurer and the Honorary Racing Secretary shall be elected for one year at the AGM and shall be eligible for re-election.
2.4 The unelected Immediate Past Commodore can be in office for as long as the current Commodore remains in office. (Amd 65th AGM 2020)
- DUTIES OF OFFICERS.
3.1. The Honorary Secretary shall:
3.1.1. Keep a register of Club members’ names and addresses.
3.1.2. Conduct the correspondence of the Club.
3.1.3. Keep custody of all Club documents.
3.1.4. Issue notices and agendas and record minutes of all meetings of the Club and the Club Council. Ensure that the minutes are moved and seconded as a correct record by members who attended the meeting and that they are signed by the Chairman.
3.1.5. Ensure that Council minutes are displayed on the Club notice board as soon as practicable after Council meetings.
3.1.6. Administer such insurance policies as may be needed to protect the interests of the Club, its officers and its members.
3.1.7. Maintain such certificates or registrations and complete any non financial returns as may be required by law.
3.1.8. Present a report on the state of the Club to the Annual General Meeting
3.2. The Honorary Treasurer shall:
3.2.1 .Keep such books of account as are necessary to give a true and fair view of the financial state of the Club and provide a report on the ongoing financial situation to each Council meeting.
3.2.2. “Operate the Club’s bank accounts by formal bank mandate requiring the signature of two out of the Honorary Treasurer, Commodore, Immediate Past Commodore and Book-keeper as authority for all transactions. Current copies of signatories and authorisation shall be held on file with the minute of the last Annual General Meeting.” (Amd 65th AGM 2020)
3.2.3. .Prepare an annual balance sheet as at 1st December each year and cause such balance sheet and accounts to be audited each year and presented to members at the Annual General Meeting with the financial report for the year to 31st November.
3.2.4. Assist the Council to prepare the annual budget for presentation to the AGM.
3.3. Honorary Auditors shall:
3.3.1. Be two full members of the Club appointed by simple majority at the AGM for the following year.
3.3.2. Audit the accounts of the Club at least annually and shall give such certificate of assurance as to the accuracy of the accounts as is required by the Council.
3.3.3. Inform the Council if either is unable or unwilling to act, so that the Council may appoint a substitute to hold office until the end of the next AGM.
3.4. The Honorary Racing Secretary shall:
3.4.1. Arrange a racing programme for the year taking account of the intentions for other Club activities and those of associated organisations.
3.4.2. Present a report on the years racing activities to the Annual General Meeting.
4.1 Categories of Membership.
There shall be three categories of membership.
4.1.1. Full Members – shall pay the full membership subscription and have one vote at Club Meetings.
4.1.2 Honorary Members – elected as per 5.2.5 shall pay no subscription and have one vote.
4.1.3. Associate Members – shall pay the Associate Members’ subscription. They may attend and speak at Club meetings but shall have no vote.
4.1.4. Club berth Holders are required to be full voting members and in addition to their membership subscription shall pay an annual berthing rights fee which shall be determined by the Council as set out in section 4.2.1.
4.2. Membership Fee, Joining Fees and Subscriptions.
4.2.1. Fees and subscriptions shall be proposed by the Council and be determined by a majority of members entitled to vote and voting at the Annual General Meeting. Fees and subscriptions shall become immediately operative. (Amd 65th AGM 2020)
4.2.2. Fees and Subscriptions must then be paid within twenty one days of the Annual General Meeting.
4.2.3. Berth holders are required to submit a berth request form for the current year by 10th January and pay the appropriate Troon Yacht Haven berthing charges no later than 31st March.
4.2.4. Members failing to pay their fees and subscriptions by the due date shall be held to have terminated their membership, forfeiting all rights of membership of the Club.
4.2.5. Any member so excluded may re-apply for membership at the discretion of the Council.
4.3 Election and Retirement of Members.
4.3.1. Candidates for Club membership shall be interviewed by Council representatives before being elected to membership by simple majority of a quorate meeting of the Council. They shall be proposed and seconded by two full members of the Club, both of whom shall be acquainted with the candidate.
4.3.2. All applications for membership shall be on the form prescribed by the Council and names of applicants shall be displayed on the Club notice board.
4.3.3. At the request of any Council member present, election to Club membership may be by ballot rather than show of hands.
4.3.4. On election a candidate shall pay the required entrance fee and subscription within one month. On default, election shall be void.
4.3.5 Every new member shall provide the Honorary Secretary with an up to date address, which shall be recorded in the register of members. Any notice sent to such address shall be deemed to have been duly delivered.
4.3.6 New members shall serve a probationary period of 1 year. (Amd 65th AGM 2020)
4.4. Conduct of members.
4.4.1. Every member on election and thereafter, is deemed to have notice of and to have undertaken to respect and comply with the Club Constitution and Rules.
4.4.2. Refusal or neglect to comply with the Constitution and Rules, or conduct unworthy of a member or prejudicial to the interests of the Club, shall render such member liable to expulsion.
4.4.3. No member shall be expelled without notice in writing of the alleged breach of the Constitution or Rules and without having the opportunity to attend a meeting of the Council to make representations in explanation. This meeting to take place within 30 days of the decision being made.
4.4.4. A resolution to expel any member shall be carried by a simple majority of a quorate meeting of the Council.
4.4.5. An expelled member shall have a right of appeal to be considered and decided by simple majority of members attending an extraordinary meeting of the membership of the Club convened for that purpose. . Such appeal must be lodged in writing with the Honorary Secretary within seven days of expulsion.
4.4.6. Complaints of any nature relating to the management of the club shall be addressed in writing to the Honorary Secretary. Under no circumstances shall a Council Member or Officer of the Club be personally reprimanded by a member.
4.5. Legal liability.
4.5.1. Limitation of Club Liability
All references to the Club in this Rule shall mean each and every individual member of the Club from time to time.
Limitation of Liability
Members are bound by the following Rule which shall also be exhibited in a prominent place within the Club premises:-
Members of the Club may use the Club premises, and any other facilities of the Club, entirely at their own risk and impliedly accept:-
(a) The Club will not accept any liability for any damage to or loss of property belonging to members.
(b) The Club will not accept any liability for personal injury arising out of the use of the Club premises, any other facilities of the Club either sustained by members or caused by the said members whether or not such damage or injury could have been attributed to or was occasioned by the neglect, default or negligence of any of them, the Officers, Committee, Trustees or Servants of the Club. (Amd 65th AGM 2020)
- CLUB COUNCIL.
5.1.1. The Club Council shall consist of the Officers of The Club and eight ordinary Council members all of whom shall be Full Members of the Club
5.1.2. The ordinary Council members shall be elected by simple majority of Full Members attending a quorate AGM.
5.1.3 .Each of the Ordinary Council members shall hold office for three years standing down in order of election. Ordinary Council members shall be eligible for re-election.
5.1.4. Candidates for election to the Council including retiring Council members eligible for re-election, shall be nominated and seconded by full members.
5.1.5 .If the number of candidates is greater than the number of vacancies, election shall be by ballot. If there is equality of votes the election shall be decided by lot.
5.1.6. The Council may co-opt members to fill vacancies or provide expertise. They shall have the right to vote, shall stand down at the next AGM but shall be eligible for re-election as ordinary council members.
5.1.7 The Council shall meet each month but more frequently if required.
5.1.8. A quorum shall be seven members, one of whom must be a Flag Officer.
5.1.9. Voting shall only be by Council members present and entitled to vote.
5.1.10 Voting shall be by show of hands except in the case of expulsion of a member or by special request as set out in section 4.3.3 when voting shall be by ballot. A majority shall be that of members present and exercising their vote.
5.1.11. The Council Chair shall have a second or casting vote in the event of a tie.
5.2. Powers of the Council.
5.2.1 The Council shall have full power of management and shall manage the affairs and activities of the Club according to the Constitution and Rules and shall cause the funds of the club to be applied solely to the objectives of the Club.
5.2.2. The Council shall produce and submit an annual budget for the approval of members at the Annual General Meeting. Financial expenditure by the Council shall not exceed 25% above the approved budget.
5.2.3 The Council shall have power to make such Club Rules or changes to rules as it deems necessary giving notice of implementation on the Club notice board.
5.2.4. The Council may appoint Convenors, and through the Convenors, sub-committees for particular activities or responsibilities and may delegate powers to them as it considers necessary. Each sub-committee shall be accountable to the Council through a Convenor.
5.2.5. The Council may nominate at an AGM such Honorary Members as it considers appropriate and their election shall be by full members at the AGM.
5.2.6. The Council shall maintain and administer the Constitution and Rules of the Club and shall examine and adjudicate on any alleged contravention or dispute.
5.2.7. Any member dissatisfied with such adjudication may appeal against it to the membership at a general meeting. The appeal must be addressed in writing to the Honorary Secretary.
5.2.8. Council members including co-opted council members and convenors and members of sub-committees shall be indemnified by the Club out of the assets of the Club against any liability, costs, expenses and payments whatsoever, which may be properly incurred or made by them, in the exercise of their duties or in relation to any legal proceedings or which otherwise relate directly or indirectly to the functions of a member of the Council.
- MEETINGS OF THE CLUB.
6.1. At all business meetings of the Club the Commodore or in his or her absence the next most senior Flag Officer or failing that a Chair elected by those present shall preside.
6.2. A quorum shall be 25% of the Club membership entitled to vote.
6.3. Only members entitled to vote and present shall vote at any meeting of the club. No proxy voting of any description shall be allowed.
6.4. Members not entitled to vote may attend if they so wish.
6.5. Voting except upon the election of members of the Council shall be by card vote. A card vote shall be by count of cards issued by the Honorary Secretary to full members, the count to be conducted by tellers appointed in equal number by full members present and by the Council. A majority shall be that of voting members present and exercising their vote.
6.6. In the case of an equality of votes the Commodore or Chair shall have a second or casting vote except for election of members to the Council in which case the election shall be decided by lot as at 5.1.5.
6.7. Any motion properly put to any meeting of the Club for the creation repeal or amendment of the Constitution of the club shall not be carried except by a majority vote of at least two thirds of those present entitled to vote and exercising their vote.
6.8. The Honorary Secretary shall ensure that any proposed alteration to the Constitution or Rules is included in the agenda for the meeting and that minutes are taken as at 3.1.4.
6.9. Annual General Meeting
6.9.1. The Annual General Meeting of the Club shall be held no later than the first Wednesday in February.
6.9.2. The Honorary Secretary shall give 28 days notice to each member of the date of the meeting and any business proposed at that time. The Hon Secretary shall also provide a final agenda at least 7 days before the meeting.
6.9.3. The AGM shall receive the annual reports of the Honorary Secretary, the Honorary Racing Secretary and appointed Convenors. It shall receive the audited financial report of the Honorary Treasurer and the Council’s proposed budget, fees and subscriptions, for the following year.
6.9.4. The AGM shall also deal with the passing of accounts and the election of officers, council members and auditors, additions and amendments to the Club Constitution and Rules and any other business that the Council may order to be inserted in the notice convening the meeting.
6.9.5. No other business, motion or proposal, shall be discussed unless 14 days notice in writing is received by the Honorary Secretary before the date of the AGM from a voting member. Any such motion or proposal must be seconded by a voting member and shall be circulated to members.
6.10. Special General Meeting.
6.10.1 The Council may at any time upon giving 14 days notice, call a Special General Meeting of the club for any special business which shall be stated in the summons convening the meeting.
6.10.2 The Council shall also call a SGM within six weeks of a written request from a voting member stating the business to be discussed. The request must be addressed to the Honorary Secretary in writing and must be signed by at least ten identified full members of the club.
6.10.3. The discussion and any vote taken at a SGM shall be confined to the business stated in the notice to members or in the written request for the meeting.
6.10.4 Any resolution to change the constitution will only be carried if 66% of the members present, eligible to vote and exercising their vote, vote in favour.
- ASSETS AND ARREARS
7.1. If upon the winding up or dissolution of the Club, there remain after the satisfaction of all debts and liabilities, any property whatsoever, it shall be given to some other institution having similar objects to those of the Club, such institution to be determined by resolution of full members of the Club at a general meeting.