The Companies Act 2006
Company Limited by Guarantee
Articles of Association of Brixham Yacht Club
The Regulations contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (" the Regulations") as at the date of incorporation of The Club apply to the Company save insofar as they are excluded or varied hereby and such and the Articles hereinafter contained will be the regulations of the Company
The Company is referred to in these Articles as "the Club"
1. Objects and Powers
(a) The principal objects (" the objects") for which the Club is established are :
(i)to receive for nil consideration the personal assets of the unincorporated association ("BYC") known as Brixham Yacht Club; to accept as members of the Club the members of BYC on the membership bases in force immediately prior to incorporation; to take over on a continuing employment basis the employees of BYC; to take on the contracts of BYC in so far as they can be transferred; to indemnify BYC, its officers, trustees, Members and Members of its committees against all costs, claims, demands, actions and proceedings relating to its assets as above, undertaking, obligations and commitments of (whether legally binding or not) and also in respect of the costs and expenses and outgoings from or attributable to the setting up and incorporation of this Club as a Company and the transfer of the above.
(ii)to provide facilities for all water based activities and ancillary activities and generally to promote, encourage and facilitate the same
(iii)to manage premises and equipment in or within the locality of Brixham
(iv)to sell or supply food and/or drink and provide other activities as a social adjunct to or to raise funds for the purposes of the Club
(v)to levy entrance and other fees or subscriptions; to obtain sponsorship and other funding including, without limitation, financial facilities from finance providers, secured or unsecured
(vi)to acquire, establish, own, operate and turn to account in any way for the benefit of the members of the Club the facilities of the Club including buildings, easements, fixtures and fittings, water vessels, vehicles and accessories as thought fit
(vii)to make rules, regulations, bye-laws and standing orders concerning the operation of the Club, its premises, equipment and facilities including, without limitation, regulations concerning disciplinary procedures that may be taken against members and other users of the club and its facilities.
2. Application of Income
(a)Model Rules Article 19 (Directors' Remuneration) shall not apply
(b)Model Rules Article 20 a), b) and c) shall not apply and the following shall be substituted
" (i) interest on money lent by a member or Director of the Club at a commercial rate of interest
(ii) reasonable and proper rent for premises demised or let by any member or Director of the Club where these premises have been agreed for use by the Club
(iii) any premiums in respect of indemnity insurance for any liability for any act or default of the Directors or any of them in relation to the Club
(iv) other payments that may be authorised by the Directors, subject to 2. (c)
(c) The income and property of the Club shall be applied solely towards the promotion of its objects and no portion thereof shall be paid or transferred directly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Company and no Director of the Company shall be paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from the Company for discharging his/her duties as such.
3. Conflicts of Interest
(a) Model Rules Article 14 shall apply to the Club as if an ordinary resolution had been passed under paragraph 14(3)
(a)Up to 5 Directors may be appointed at incorporation
(b)Model Rules article 17(1) shall not apply
(c)The "elective period" is from the date of incorporation until the end of the first Annual General Meeting and thereafter is from the end of each Annual General Meeting until the end of the following one.
(d) The first Directors shall be as determined by resolution of the members of the Brixham Yacht Club unincorporated association at their Extraordinary General Meeting at which it was resolved to incorporate, as follows :
A Commodore, to hold office for one elective period
A Vice Commodore to hold office for one elective period
Group A : Two Directors to hold office for 3 elective periods
Group B : One Director to hold office for 2 elective periods
(e)Each Director may stand for re-election at the expiry of a term of office except that the Directors holding the posts of Commodore and Vice Commodore may not be elected to the same post for more than three years in succession
(f)For election of Directors in Groups A & B, the group to which each is appointed shall be determined by lot
(g)In the event of a casual vacancy, any election at an Annual General or other General Meeting called for the purpose, shall be for the remainder of the elective period for which the vacancy arose
(h)The Directors shall have power to fill casual vacancies and the person appointed shall hold office until the next Annual General Meeting or other General Meeting called for the purpose
(i)The quorum for a Directors' meeting shall be three
5.Officers and Committees
(a)The Directors may appoint such volunteer Officers, Team Leaders, Teams or committees as they see fit from time to time and may appoint themselves to such posts
(a) The Club may employ such person or persons upon such terms and conditions and in return for such payment salary or wage as they think fit from time to time
(a)Model Rules Article 21 shall be changed to add :
"21.1 All Full, Joint, Family and Young members aged at least 18 on the date that the Club is incorporated as a result of a motion to do so being passed at a General Meeting of the unincorporated association known as Brixham Yacht Club, shall be members of the Club and Model Rules Articles 21 (a) & (b) shall not apply to these members
(b) The Directors may from time to time publish rules to prescribe the types of membership (including non voting types of membership whether for persons under age 18 or not) and to prescribe the voting rights of members aged 18 or above and entry and membership fees which may differ for different types of membership
8. Termination of Membership
(a)Model Rules Article 22 is changed to add :
"(3) Any member whose subscription or direct debit or obligation is more than three months in arrears shall be deemed to have resigned membership
(4) Any member who resigns or is deemed to have resigned or is removed from membership and has been paying the subscription by direct debit or other types of instalment shall remain liable for the contracted term but shall not be entitled to the benefits of membership and shall not be entitled to a refund of the subscription or any part thereof nor of any other fees paid to the Club "
(b)The Directors may publish rules for disciplinary hearings for misbehaviour by a member or members or activities that may bring the Club into disrepute and the result of the hearing shall be binding on the member
9. Annual & Other General Meetings
(a)An Annual General Meeting shall be held in each calendar year commencing with the calendar year after the date of incorporation
(b)A quorum for all General Meetings shall be 5% of the Members of the Club entitled to vote
(a)Subject to the conditions in Schedule 5 of the Companies Act 2006, the Club may give notices and / or circulate all material that is required to be delivered or sent to members, by displaying the same or links to the same on its website, or by email to the email addresses in the Register of Members, or by post to the addresses of the members in the Register of Members, or any combination thereof as the Directors may from time to time decide
(b)At least 35 days before any intended Annual General Meeting or other General Meeting at which elections of Directors are to be held notice shall be given to members inviting nominations, such to be received by the Club in writing at least 21 days prior to the date of the intended meeting
(c)Notice of a General Meeting with the business and resolutions to be put at that meeting shall be given to Members at least 14 days prior to the meeting
(d)The Directors shall give to Members at least 60 days notice prior to contract of any proposed sale of any part or all of the land and buildings owned by the Club
11.Winding Up & Dissolution
(a)A resolution to wind up and dissolve the Club is required to be a special resolution
(b)If upon the winding up or dissolution, there remains after the satisfaction of all debts and liabilities any property whatsoever, the same shall be paid to, or distributed among the members of the club, (including if necessary of the previous unincorporated association) who have been full members of the Club for a minimum of 5 continuous years, provided that the same may be given or transferred to some other institution or institutions having objects similar to the objects of the club, such institution or institutions to be determined by members of the club by resolution passed at a General Meeting at or before the time of dissolution and if so far as effect cannot be given to such provision then to some charitable object
1. CONDUCT OF MEMBERS
a. Members shall at all times, when on the Club premises, or engaged on Club activities, or representing the Club, behave in a civilised and polite manner.
b. The Club staff are required by their contracts of employment to treat members with respect and it is required that members treat them with equal respect.
c. No member other than a Director or a relevant line manager may reprimand a member of staff. Complaints about staff must be made in writing to the Club Secretary who will investigate the complaint and take appropriate action.
2. VOTING PROCEDURE
Brixham Yacht Club (BYC) is committed to ensuring that the appointments to the Board and voting on any Motion is undertaken in a fair and transparent manner.
The process set out below will ensure that any fully paid-up full member has the opportunity to vote for any person who has notified the Board at the appropriate time that they wish to stand for any vacant position, or any Motion to the Board that the Board determines, requires Members consideration.
a. Appointments to the board
Prior to the announcement of the Annual General Meeting (AGM) date members will be encouraged to consider if they wish to stand for election to any position that will be open for competition at the forthcoming AGM.
Members who wish to stand for a Board position will be required to provide a Curriculum Vitae (CV) or Personal Statement in accordance with the dates and times notified in the AGM notice.
The closure date for the submission of CVs/Personal Statements with photos to support their application will be no later than 21 Days before the AGM date.
The content of the CV or Personal Statement will be the decision of those standing. Failure to meet the specified date will result in the candidate not being considered.
On receipt of the CV or Personal Statement it will be published on the Members' website and any other media used to encourage Members to vote.
b. Motions at an Annual General Meeting
Where appropriate these will be notified to Members in the normal way prior to the AGM.
The process for Members voting in all cases will be as follows:
Members will have the opportunity to vote in one of four ways.
- A.Directly on the internet through a secure portal that will record your vote in a prescribed format.
- B.By post in a specified format which will only be sent to Members who have indicated that they do not have access to the level of technology required to complete their vote on line.
- C.By attending the AGM in person and completing the form provided at the meeting and handed to the invigilators.
- D.Proxy voting in the case of election to the Board, will be in the process available at B above. The closure date for proxy votes will not be less than 48 hours prior to the AGM (48 hours is based on a normal working day).
It should be noted that with the exception of voting at the AGM, specific dates and times of closure for voting will be advised with the notification of the AGM. Votes received after the specified date and time will not be counted.
Invigilators will be appointed by the Board. These persons will not be members of the Board or hold substantive positions associated with the Board.
All of the votes cast will be securely recorded and will only be accessible by the designated invigilators.
The votes cast by those attending the AGM will be added to those cast through the secure portal, post and by proxy.
The results of the voting process will be announced as usual at the AGM.
All of the recorded votes will be retained for a period of 7 (14) days following which they will be destroyed.
3. CAR PARKS
a.No Member of the Club, nor visitor, is to leave a vehicle in the Club's car parks unless they are using other facilities of the Club, nor is a vehicle to be parked if it can reasonably be foreseen that it will be parked for more than twelve hours. Car Park Badges MUST be displayed at all times when using Club Car Parks.
a.The minimum standard of dress for all persons using the Club Bar & Restaurant shall be shoes, slacks or shorts and shirts and be of clean appearance.
b.Wet sailing clothing shall not be worn in the Club Bar or Restaurant (unless by special arrangement).
c.Men shall not wear singlet or vest style garments when in the Club Bar or Restaurant
5. ENSIGN & CLUB BURGEE
a.The Club Ensign shall be the red ensign defaced in the fly by a medieval crown with an orange below. This ensign shall only be worn if the owner holds a warrant from the appropriate Ministry for a vessel registered under the Merchant Shipping Act 1894 or a permit issued by the Club for a vessel entered on the Small Ships Register of not less than 7m overall length
b.The Burgee of the Club shall have a white triangle in the hoist with red and blue triangles at the tail and a medieval crown with an orange below in the white triangle. It shall conform to the pattern kept in the Club
c.When a vessel is wearing the Club ensign, it shall also wear the Club burgee. Other burgees may be worn in an inferior position.
d.Vessels with no warrant or permit shall fly the undefaced red ensign in conjunction with the burgee
e.The burgee shall not be worn by any vessel in use for professional business or commercial purposes save that permission may be granted by the Club to vessels with charitable status to wear the Club burgee
f.Vessels wearing the flags of the Club shall meet the usual requirements of flag etiquette and be handled in a seamanlike manner
6. DAMAGE TO CLUB PROPERTY
a.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 Club
7. SETTLEMENT OF ACCOUNTS
a.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.
a. Well-behaved dogs, and their Member/visitor owners are welcome on the Club balcony and outside areas, as well as in the Jubilee room; provided they are on kept on their leads and under close control. Disruptive yelping, yapping and barking by either owner or dog is not permitted, and inter-canine disputes must be settled outside!
a.Complaints of any nature relating to the behaviour of Members or Visitors or the management of the Club shall be made in writing to the Club Secretary
10. EXHIBITING OF NOTICES
a.No member, nor his delegate, shall cause any communication in whatever form to be exhibited on Club notice boards or premises without permission.
11. ABANDONED BOATS
The Directors may, at their discretion, rule that if any fees payable to the Club by any Member or former Member shall be three months or so in arrears and a vessel the property of a Member or former Member remains upon the Club premises, the Club may:
a.Move the vessel to any other part of the Club premises without being liable for any loss or damage to the vessel howsoever caused.
b.Give one month's notice in writing to the Member or former Member at the Member's last known address, and thereafter sell the vessel and deduct any monies due to the Club (whether by way of arrears of subscription or annual payments, mooring, dinghy park fees or otherwise) from the net proceeds of sale before accounting for the balance (if any) to the Member or former Member.
c.Alternatively, if the vessel is unsaleable, after giving notice in writing as aforesaid, dispose of the vessel in any manner the Directors may think fit and deem the cost of so doing and any arrears as aforesaid to be a debt owing to the Club by the Member or former Member provided that proper evidence is available to show that all reasonable steps have been taken to trace a Member or former Member and that when and if the vessel is sold the proceeds of the sale (less any indebtedness by the Member or former Member of the Club) shall be placed upon Bank Deposit Account and retained against the eventuality of a claim by the owner, for a period of six years and then shall be transferred to the general accounts of the Club
12. MOBILE PHONES
a.No member or their guests or any other visitor to the Club shall speak on a mobile telephone in the Bar or Restaurant area. Members wishing to answer an incoming call shall do so in the Club foyer, or other external area.
13. SIGNING IN
a.Each Member shall be entitled to bring a visitor into the Club for as long as the Member is present, on up to 6 occasions in any one calendar year. The Member shall complete the required details in the Visitors Register
b.No visitor may be signed in more than 6 occasions in any one 12 month period, irrespective of who is signing them in.
c.Members of other Yacht or sailing Clubs, serving Officers and ratings of the Royal Navy or Royal Marines and other persons visiting the Club on official business shall complete the required details in the Visitors Book if their visit is expected or does last more than two hours
a.The internal premises of the Club and the main entrance are designated as a Non-Smoking Area. Smoking is permitted outside on the rear balcony. This Rule also applies to use of E-cigarettes (vaping).
15. YOUNG PERSONS & CADETS
a.It is the responsibility of parents or guardians to ensure that their children behave at all times in a manner that does not cause inconvenience or embarrassment to other Members.
b.Young Persons under the age of 18 and Cadet Members must only approach the bar, and will only be served, at the end hatch/opening nearest the Jubilee room. They must not sit at the bar on bar stools.
Issued by the Directors under Article 1 (a) (vii): 2018
Last updated 12:44 on 22 August 2022