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KEYHAVEN YACHT CLUB

LIMITED

ARTICLES OF ASSOCIATION

APRIL 2010

(As adopted at a Special General Meeting of Members held on

11th July 2009)

(Amended by Special Resolutions on 23 October 2010 & 26 October

2013)

(further amended by Special Resolutions on 31 October 2015)

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INDEX Definitions and Interpretation 1. Name of Club 2. Objects 3. Burgee and Flags 4. Membership - Qualifications 5. Membership – Classes 6. Rights and Privileges 7. Election of Membership 8. Data Protection Act 9. Entrance Fees and Subscriptions 10. Overdue Subscriptions 11. General Meetings 12. Management 13. Examination of Accounts 14. Financial Procedures 15. Members Conduct 16. Complaint Procedure 17. Limitation of Liability 18. Dissolution 19. Visitors to the Club 20. Amendment of Articles

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Articles of Association of Keyhaven Yacht Club Limited

April 2010 amended October 2015 Definitions and Interpretation a. Unless the context otherwise requires, words and expressions contained in these

Articles bear the same meaning as in the Act but excluding any statutory modification not in force when these Articles become binding on the Club.

b. Words importing the masculine gender shall include the feminine. The singular shall include the plural and vice versa where the context permits.

c. The regulations contained in Table C in the Schedule and the Companies (Tables A to F) Regulations shall not apply to the Club.

Act means the Companies Act 1985 and 2006 including any statutory

modification or re-enactment of it for the time being in force. The Articles means the Articles of Association of the Club from time to time in

force. Board means the Club notice board. Club means Keyhaven Yacht Club Limited being a Company registered in

England and Wales having a Registered Number: 07026251 Clubhouse means the Clubhouse at Keyhaven, Lymington, Hampshire or such

other premises as the Club may occupy. Club Property means all the Club's real and personal, moveable and immovable

property except liquid assets, including the Clubhouse, fixtures and fittings, pontoons and boats.

Flag Officers means officers of the Club appointed in accordance with the

provisions of Article [12.3] Club means the Secretary of the Club appointed pursuant to Secretary Article 12.4 Committee means the Committee of the Club elected at the Annual General

Meeting. Committee means the Directors of the Club consisting of the Officers of Members the Club and up to six full members. Sub- means the Sailing and House Committees and any other Committee appointed by the Committee. Company means the Company Secretary of the Club or any other person Secretary appointed to perform the duties of the Company Secretary of the

Club pursuant to Section 270 of the Companies Act 2006. Trustees means those persons appointed in accordance with Article 12.5 Full Member has the meaning given in Article 5.1

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Family Members has the meaning given in Article 5.2 Student Member has the meaning given in Article 5.3 Cadet Member has the meaning given in Article 5.4 Overseas Member has the meaning given in Article 5.5 Honorary Life has the meaning given in Article 5.6 Member Honorary (ex-Officio) has the meaning given in Article 5.7 Member Temporary Member has the meaning given in Article 5.8 General Meeting means the Annual General Meeting and/or an Extraordinary General Meeting. Memorandum means the Memorandum of the Club dated the date hereof. of Association Officers of means the Commodore, the Vice Commodore and two Rear The Club Commodores appointed pursuant to Article 12.3 Honorary means the Treasurer of the Club appointed pursuant to Treasurer Article 12.4 Regulations means the Regulations of the Club from time to time promulgated

by the Committee. Spouse or Partner means the Spouse, civil partner or cohabitant of a Full Member and

pursuant to Article 5.2 whose name has been declared to the Club Secretary in writing by the Full Member.

Safety Officer means the Safety Officer of the Club appointed pursuant to Article

12.8 Unincorporated means the Unincorporated Club known as Club Keyhaven Yacht Club.

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1. Name The name of the Club is "The Keyhaven Yacht Club Limited", herein after referred to as “The Club”

2. Objects

The Objects of the Club (the Objects) are to provide facilities for and encourage and promote community participation in sailing and to maintain a clubhouse and other facilities for the use of members.

3. Burgee and Flags

3.1 The Club colours shall have a yellow field on which is superimposed a blue cross arranged horizontally, charged with a blue ring enclosing a key imposed on an anchor both arranged diagonally, also in blue. The Club burgee shall be a triangular flag, proportioned two by three on which the above colours are displayed.

3.2 The Flag Officers may fly, in lieu of the burgee, a rectangular swallow-tailed

flag in the Club colours and including the customary distinguishing marks of rank.

3.3 Past Commodores may fly a rectangular flag (not swallow tailed) in the Club

colours but without any distinguishing marks of rank. 4. Membership - Qualifications

4.1 A candidate for membership of the Club will only be considered where he is prepared to subscribe to the objects of the Club. Membership of the Club shall be open to anyone interested in the sport of sailing regardless of gender, age, disability, ethnicity, nationality, sexual orientation, religion or other beliefs. However, limitation of membership according to available facilities is allowable on a non discriminatory basis. The Club may refuse membership or expel from membership only for good and sufficient cause, such as conduct or character likely to bring the Club or sport into disrepute. Appeal against such a decision may be made to the Club’s trustees, none of which were involved in the original decision, and decided by a majority vote.

4.2 No member shall in any year be entitled to exercise any rights or enjoy any privileges of membership until his subscription for that year and any arrears are paid.

5. Membership - Classes

5.1 A Full Member [Single] is a person accepted for membership aged 18 years and over. (Excluding Honorary (ex-officio) Members)

5.2 A Family Member [Full] is the Spouse or Partner of a Full Member living at

the same address who has been accepted for membership with or without their own children below the age of 12 years or children within their guardianship.

5.3 A Student Member is a person between the ages of 18 and 24 years in full

time education. Such membership must be applied for and confirmation of

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student status given. This can remain valid until 30th September following the completion of the course of full time education.

5.4 A Cadet Member is a person who has attained 12 years of age but is under

the age of 18 years and has been elected to Cadet Membership. Such membership can remain valid until the first of January following their 18th birthday.

5.5 An Overseas Member is an existing member who is not ordinarily resident in the U.K. and whose application for overseas membership has been approved by the Committee.

5.6 Honorary [Life] Members are those members who as a mark of preferment

may be nominated by the Committee and elected at a General Meeting.

5.7 Honorary (Ex officio) Members are those members of other clubs or organisations e.g. Commodores in post, who are nominated by the Committee and elected at a General Meeting.

5. 8 A Temporary Member is one admitted in accordance with the Regulations and may take part in Club social gatherings and competitions including the use of the bar but shall not be entitled to have any other rights or privileges of membership.

6. Rights and Privileges

6.1 Full, Family, Overseas, Student and Honorary [Life] Members, shall be entitled to exercise all the rights and privileges of membership.

6.2 Cadet members may fly the Club burgee and use the Club facilities. They

may also take part in the Club's sailing and social events.

6.3 Resignation. Any member who wishes to resign must notify the Club Secretary in writing, and shall settle all outstanding amounts due to the Club, including current annual subscriptions.

6.4 Any Member who ceases to be a Member of the Club shall forfeit any and all

rights and claims upon the assets of the Club arising by reference to his membership of the Club.

6.5 Honorary (ex-officio) members may not stand for Office, vote at any meeting

of the Club, but otherwise have the rights and obligations of a Full Member. 7. Election of Members

7.1 Every candidate for Full, Family, Student or Cadet membership shall complete an application form which should be sent to the Club Secretary of the Club.

7.2 Any person wishing to become a Family member as a consequence of

entering into a long-term relationship with an existing full member of the club shall complete an application form,

7.3 A candidate shall be interviewed by two members of the Committee before

he may be considered for election.

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7.4 The Club Secretary shall forthwith notify the candidate of the Committee's

decision. A candidate who has been offered membership shall, when he has paid the current entrance fee and annual subscription and the Club Secretary has received a direct debit mandate in respect of future subscriptions, be admitted to membership. Should payment of the same and the mandate not be received within 28 days the election may, at the discretion of the Committee, be declared null and void.

7.5 All proceedings of the Committee with respect to membership candidates

shall be absolutely confidential and no member of the Committee may be questioned in regard thereto.

7.6 The Club shall elect Full Members in accordance with the Articles. The Club may have members in addition to its Full Members; such members shall be appointed in accordance with the Articles.

8. Data Protection Act 1984 and 1998

Acceptance of membership of the Club shall be deemed to constitute consent to the holding of relevant personal data for the purposes of the Data Protection Act 1984 and 1998.

9. Entrance Fees and Subscriptions

9.1 The Subscription Year is 1st April to 31st March. Annual subscriptions are payable on 1st April for the ensuing twelve months.

9.2 The rates of subscriptions and entrance fees for classes of membership shall

be determined by a General Meeting.

9.3 A Full member who has been a member of the Club for 20 years and is aged 65 or over shall have his subscriptions reduced by 15%. In cases of a member who has benefited under a previous arrangement or is a Widow/Widower of such a member, the reduction shall be 25%. Overseas members shall have their subscription reduced by 75%.

9.4 New Family & Single members who are elected after 1st April shall pay a

proportion of the annual subscription for the remainder of the subscription year, according to the number of complete months between the date of their election and the following 31st March. Student, Cadet & Overseas members who are elected after 1st April shall pay the full annual subscription for the remainder of the subscription year

9.5 A person elected to Family membership as a consequence of entering into a

long-term relationship with an existing member shall pay a proportion of the entrance fee and subscription; being the difference between those due from single and family rates in operation at the time of election.

10. Overdue Subscriptions

10.1 If a subscription has not been paid in full by 30th April a request to pay shall be sent to the defaulting Member and his name shall be posted on the Board.

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10.2 If payment has not been received by 31st May the Committee shall order

the removal of the Member's name from the list of members.

10.3 A Member's name may be restored only at the discretion of the Committee following receipt of an explanation which it considers satisfactory together with payment of the arrears of subscriptions.

11. General Meetings

11.1 The Annual General Meeting shall be held each year on or before 31st October as determined by the Commodore, or in his absence the next senior Flag Officer, notice of which, together with the Minutes of the previous AGM, a copy of the accounts and the business to be discussed (including the names of candidates for election and motions for approval or otherwise) shall be posted, delivered or sent by any electronic means by the Club Secretary to all Full, Family, Overseas, Student and Honorary [Life] members not less than 21 days in advance. A copy of the audited accounts shall be prominently displayed on the Board at least 21 days prior to the date of the meeting.

11.2 At the meeting the Commodore or in his absence the Vice Commodore shall

take the chair and the minutes of the last preceding General Meeting shall be read and, if appropriate, confirm them. The purpose of the meeting shall be: 11.2.1 to receive and approve the Annual Accounts, 11.2.2 to approve the rates of annual subscriptions and entrance fees for

each class of membership, 11.2.3 to Elect/Re-elect the Officers, Trustees, Honorary Treasurer and

Ordinary members of the Committee nominations for which shall be received by the Club Secretary not less than 42 days before the date of the Annual General Meeting,

11.2.4 to approve the appointment of an Independent Accountant, 11.2.5 to vote on any motion signed by two Full, Family, Overseas, Student

or Honorary [Life] members a copy of which must be received by the Club Secretary not less than 42 days prior to the meeting,

11.2.6 to deal with any business that the Committee may order to be inserted in the notice convening the meeting.

11.3 Candidates for election as Officers, or other members of the Committee

shall be proposed and seconded by Full, Family, Overseas, Student or Honorary [Life] members. The name of every candidate together with the names of his proposer and seconder shall be sent to the Club Secretary at least 42 days before the date of the A.G.M. and shall be included in the notice of the general meeting and displayed on the Board.

11.4 By order of the Committee or at the request of not less than 30 Full, Family,

Overseas, Student or Honorary [Life] members, The Club Secretary shall convene an Extraordinary General Meeting giving not less than 14 days notice there of to all Full, Family, Overseas, Student and Honorary [Life] members and stating the reason for the meeting and giving full details of the motion to be put before the meeting. No other business shall be discussed at such a meeting which shall be convened not later than 42 days after it has been ordered or requested.

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11.5 The Quorum at General Meetings shall be thirty and each Full [Single], Family [Husband and Spouse or Partner], Overseas, Student and Honorary [Life] member, shall have one vote. In case of equality of votes the chairman of the meeting shall have a second or casting vote. [In the case of Family members voting, Husband and Spouse or Partner refers to one vote each].

11.6 Proxy Postal Voting. Full [Single], Family [Husband and Spouse or Partner],

Overseas, Student and Honorary [Life] members have the right to vote at an Annual or Extraordinary General Meeting by Postal Proxy Vote. Members who have voted by Postal Proxy Vote and attend in person shall not be able to vote at the Meeting.

The Club Secretary, with the Agenda and Business of the Meeting as at 11.1 and 11.2, shall forward a printed voting form with which the Member may vote once against each motion/resolution or election of a Club Officer. The Club's form will be the only accepted permitted way to Proxy Postal Vote. The Proxy Vote must be returned in the envelope supplied (marked Proxy Vote) to the Club Office, 72 hours before the said date and time of the Meeting. A Proxy Postal Vote which is not deposited, delivered or received in such a manner will be considered void. Proxy Postal Vote Envelopes will remain sealed until after the closing of the return date and time, when the Trustees or their appointed representatives will act as scrutinizers declaring the results to the Commodore or Chairman at the meeting.

11.7 The Club Secretary will arrange for proper Minutes accurately recording all

the Resolutions and proceedings of General Meetings. Minutes of an Annual General Meeting shall be read and confirmed in the next following Annual General Meeting. Minutes of an Extraordinary General Meeting shall be read and confirmed at the next following General Meeting.

12. Management

12.1 The affairs of the Club shall be wholly managed by the Committee which shall consist of the Flag Officers, Honorary Treasurer, six ordinary members and such other members as may be co-opted in accordance with Article 12.9. At least one member of the Committee shall be a lady. The affairs of the Club shall be conducted as defined in the Memorandum of Association of the Club.

12.2 The Quorum for Committee meetings shall be six members and the chairman

of the meeting shall, in case of equality of votes, have a second or casting vote.

12.3 The Flag Officers shall consist of a Commodore, a Vice Commodore and two

Rear Commodores. They shall be elected at the annual general meeting to hold office for one year and may offer themselves for re-election. The maximum term for a Flag Officer in any of the above categories shall be three years after which he shall not be eligible for re-election to the same position or as a member of the Committee for a period of one year.

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12.4 The Club Secretary shall be responsible for the administration of the Club as directed by the Committee. The Honorary Treasurer shall be responsible for keeping proper books of accounts and advising the Committee in all its financial affairs. The Honorary Treasurer shall be elected at the Annual General Meeting for a period of one year and may offer himself/herself for re-election without limitation. The Club Secretary shall be an employee of the Club.

12.5 Trustees. There shall be not less than three Trustees who shall be members

nominated by the Committee and elected at the Annual General Meeting. Each Trustee shall be elected to serve for five years and shall then be eligible for re-election annually. The total period that a Trustee may serve shall not normally exceed ten years. A Trustee may resign or may be removed by a resolution of the General Meeting. If the number of trustees falls below three then the Committee may nominate a Trustee to act until the next Annual General Meeting.

The Trustees shall ensure delivery of the Objects, uphold the values of the Club, and aim to represent the interests of all its members.

The Trustees shall provide oversight of the strategic direction and management of the Club.

The Trustees shall receive all notices, agendas, minutes, accounts and papers provided to the members of the Committee and the Trustees may attend and speak at Committee Meetings [other than in relation to any matter relating to Article 15].

The Trustees shall not have a vote at meetings of the Committee. The Trustees shall be required to consider the appeals of any Member expelled or suspended in accordance with the provisions in Article 15.3.

Trustees shall be required to consider the appeals of any member of staff in accordance with the Clubs Disciplinary and Grievance Procedures.

12.6 The ordinary members of the Committee shall be Full or Family members of

the Club of at least two years standing. Each ordinary member shall be elected to serve for a period of three years after which they will not be eligible for re-election as an ordinary member of the Committee for a period of one year. If an elected member of the Committee fails for any reason to complete the term of three years then the Committee may nominate a Full member to act until the next Annual General Meeting.

12.7 If the number of candidates for any position exceeds the number of

vacancies their election shall be by written ballot.

12.8 The Club Safety Officer, appointed annually by the Committee, shall be an ex-officio member of the Committee.

12.9 The Committee shall have the power to co-opt not more than three

members who shall serve until the next ensuing Annual General Meeting. Should there be no lady members on the Committee then one shall be co-opted.

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12.10 The Committee may appoint such sub-committees and the members thereof as it thinks fit to serve, if required, until the next following Annual General Meeting. The chairman of any sub-committee must be a member of the Committee.

12.11 The Club Archives shall be the responsibility of the Trustees who shall

arrange for their cataloguing and the provision of secure storage.

12.12 The Committee shall have the power to appoint and dismiss paid employees.

12.13 The Club Secretary shall publish on the club notice board the agreed minutes

of all GC meetings, together with the relevant correspondence and reports referred to in those minutes. The minutes shall be emailed on a monthly basis to all members who have notified the Club of their email address.

13. Examination of Accounts

13.1 The Financial Year shall be 1st April to 31st March.

13.2 The General Committee must ensure that proper books of account are kept in respect of : 13.2.1 All sums of money received and expended by the Club and the

matters in respect of which the receipts and expenditure take place. 13.2.2 The assets and liabilities of the Club. 13.2.3 The books of account must be kept at the registered office of the

Club or such other place the Committee thinks fit and must always be open to inspection by the Committee members.

13.2.4 Once at least in every year the Committee must lay before the Club at a General Meeting an account of income and expenditure for the period since the last preceding accounts.

13.2.5 A copy of the balance sheet must be sent to and made available to persons entitled to receive notice of General Meetings and the manner in which notices are to be given under these Articles at least 21 days prior to the meeting.

13.2.6 Every statutory annual account and balance sheet must be

accompanied by a report to the committee and every statutory annual report and balance sheet must be signed by two officers and countersigned by the Club Secretary. The appointment of auditors shall be subject to the regulations concerning exemption from such an appointment where the relevant criteria as defined by the Companies Act 2006 (or any other relevant or superseding legislation) are met. Where the exemptions from audit are met and satisfied, the account(s) and balance sheet may, instead, be subject to and accompanied by an Independent Accountants’ Report.

13.2.7 At the Annual General Meeting the GC shall present to all members

of the Club the proposed total budget for each key budget holder for the following financial year. Additionally, the Honorary Treasurer will provide a quarterly report against these total budget headings outlining key variances (greater than 20%) within 31 days of their approval by the GC.

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14. Financial Procedure

The Club is non-profit making and shall be operated in accordance with the following:

14.1 No money or property of the Club shall be applied other than for the benefit

of the Club. Any profits or surpluses may not be distributed except to other registered Community Amateur Sports Clubs (CASC) for the maintenance or improvement of related facilities.

14.2 A General Meeting may authorise the Committee to borrow any sum or

sums of money for the purpose of the Club, with or without security as the Committee thinks fit.

14.3 All contracts for goods or services in respect of the Club's activities shall be

approved by the Committee or its nominated representatives in the name of the Club and shall conform to the Regulations for the time being in force.

14.4 In pursuance of the authority vested in the Committee by the Club, the Flag

Officers, Honorary Officer, Trustees, Committee members, Race officials, Rally and other event organisers shall be indemnified out of assets of the Club against any liabilities, costs, charges, expenses and losses properly incurred or sustained by them or any of them in relation to the exercise of their duties on behalf of the Club or in relation to any legal proceedings which relate directly or indirectly to the exercise of such duties.

14.5 The Committee may, at the expense of the Club, effect such insurances for

the benefit of any person or persons entitled to be indemnified out of the Club's assets under Article 14 (4) as the Committee shall from time to time consider appropriate.

15. Members’ Conduct

15.1 Every member on joining the Club undertakes to comply with the Club's Articles and Regulations. Any refusal or neglect to observe the Articles and Regulations or any conduct which in the opinion of the Committee is unbecoming of a member or which is injurious to the character or interests of the Club or which may bring the Club into disrepute shall render the Member liable to a caution or suspension of membership for so long as the Committee shall consider appropriate or expulsion by the Committee, provided that before cautioning, suspending or expelling a member he shall be given written notice sent to his last address registered by the Club Secretary of the behaviour complained of calling upon him for an explanation in writing and giving him the opportunity of defending himself before the Committee or of resigning his membership.

Any meeting of the Committee called for such a purpose shall be a special meeting called solely for that purpose with not less than 30 days notice thereof given in writing and the Trustees shall not attend. The Member may have non legal representation at that meeting if so desired

15.2 The decision by the Committee shall be communicated by the Club Secretary

in writing to the Member concerned and published in such a manner as they may direct. No member shall be expelled or suspended unless a motion for expulsion or suspension shall have been passed by a majority of at least two

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thirds of the members of the Committee present and voting at the meeting or any adjournment thereof.

15.3 Following the receipt of written notification of the decision of the

Committee, the Member may within seven days by letter to the Club Secretary request a hearing before the Trustees, or any two of them, at which the Member may have non legal representation if so desired. Such hearing shall be held within 7 days of the receipt by the Club Secretary of that request, or as soon as practical thereafter. The decision of the Trustees shall be final and shall be communicated to the Member in writing by the Club Secretary within 3 days of the hearing at which point that decision shall have effect.

15.4 A member whose membership has been suspended shall not be allowed in

the Club House during the period of suspension and a member who has been expelled shall not thereafter be allowed on Club property unless by permission of a Flag Officer.

16. Complaints Procedure

Any member of the Club who believes he has a grievance against any Club official or any other member of the Club shall make a complaint in writing to the Club Secretary, which shall include all the circumstances surrounding the complaint. The Vice Commodore shall act as investigating officer except where the grievance directly involves the Vice Commodore in which case, the investigation shall be undertaken by the Commodore.

17. Limitation of Liability

17.1 Members, their guests and visitors shall be bound by the following disclaimer, which shall be exhibited in a prominent place within the Club premises:

"Members of the Club, their guests and visitors use the Club premises, property and facilities entirely at their own risk and impliedly accept that the Club shall not be liable for personal injury or damage to or loss of property belonging to Members, their guests or visitors to the Club howsoever caused."

17.2 Members may use the Club property but may not remove, injure, destroy or

damage any Club property and shall make restitution of the same or pay the reasonable costs of replacement or repair as directed by the Committee.

17.3 The Club shall not be responsible for any expenditure incurred on its behalf

outside the provisions of Article 14.3

18. Dissolution

18.1 The Club shall be dissolved if it is so resolved by a majority of not less than three fourths of all members who have voting rights attending an Extraordinary General meeting which has been convened according to Article 11.4 for the specific purpose of holding a discussion and engaging in a vote on a motion to dissolve the Club.

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18.2 The Committee charged with the responsibility for the dissolution of the Club shall give notice to all members requiring each member to provide by a date not less that sixty days from the date of such a notice and in writing any claims against the Club. Such written details shall include the amount of the claim and a summary of the circumstances that gave rise to the claim. Any claim of a member not so notified or not otherwise notified in any manner permitted by law (whether before or after the giving of notice) shall automatically be deemed to have been waived by the Member concerned and the Club shall be released from all liability in respect thereof.

18.3 In the event of a resolution to dissolve the Club, the Committee shall

proceed according to the resolution to realise the assets of the Club and shall after the discharge of all liabilities, dispose of the net assets remaining to one or more of the following:

18.3.1 to another Club with similar sports purposes which is a registered

charity or CASC and/or

18.3.2 to the Sports’ Governing Body for use by them for related community sports.

On completion of such division the Club shall be dissolved.

19. Visitors to the Club The following may be welcomed as visitors to the Club in the circumstances obtaining below subject to such conditions as the Committee may determine, and may purchase intoxicating liquor on the Club's premises as provided for in the Licensing Act 2003.

19.1 Members of Yacht Clubs participating in events organised by the Club.

19.2 Members of other Yacht Clubs with which the Club enjoys reciprocal arrangements.

19.3 Members of Yacht Clubs recognized by the Royal Yachting Association

(evidence of which may be required) visiting Keyhaven by sea.

19.4 Members of any organisation or body attending a bona fide and previously booked meeting or function at the Club's premises.

20. Amendment of the Articles.

The Articles may be amended by resolution of the Committee and as amended shall be binding until the next Annual General Meeting. Subject thereto the Articles may only be altered, amended or replaced by a majority vote of an Annual General Meeting.