CONSTITUTION

[Originally adopted 9 August 1994; last amended 13 November 2003]

NAME, OBJECTS AND POWERS OF THE ASSOCIATION

1. NAME

1.1 The name of the Association is Yachting ACT, hereafter called “the Association”.

2. DEFINITIONS

2.1 Unless the context otherwise indicates, in the interpretation of thisConstitution:

2.1.1 The Act shall mean the ACT Associations Incorporation Act 1991;

2.1.2 ACT shall mean the Australian Capital Territory;

2.1.3 Affiliated Club Member shall mean a Sailing Club admitted tomembership under sub-clause 5.1.1;

2.1.4 Associate - Club Member shall mean an organisation admitted tomembership under sub-clause 5.1.3;

2.1.5 Class Association shall mean an organisation whose members areowners of a particular named class of sailing yacht, together with suchother persons as are admitted as members under the rules of theorganisation;

2.1.6 Council shall mean the governing body of the Association, establishedunder clause 11 of this Constitution;

2.1.7 Individual Member shall mean a person admitted to membership undersub-clause 5.1.2;

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2.1.8 ISAF shall mean the International Sailing Federation;

2.1.9 MYA shall mean a member yachting association (however titled) ofYachting Australia Incorporated;

2.1.10 YA shall mean Yachting Australia Incorporated.

3. OBJECTS OF THE ASSOCIATION

3.1 Recognising that the Affiliated Member Clubs are the primary providers offacilities and services for sailing and the development of sailing in the ACT, theobjects of the Association are:

3.1.1: to encourage, promote and support sailing in the ACT throughproviding such services as are appropriate to an MYA;

3.1.2: to facilitate cooperation among member clubs and other organisationsinvolved with sailing, the coordination of sail racing within the ACT andthe resolution of conflict between sailors and other lake users;

3.1.3: to represent ACT sailing clubs as a MYA of YA and as the peak bodyfor sailing within the ACT in dealings with governments and otherorganisations;

3.1.4: under the authority of YA, to administer membership, training andother schemes and the application of the ISAF’s Racing Rules of Sailing and YA’s prescriptions and addenda thereto.

4. POWERS OF THE ASSOCIATION

4.1 In seeking to fulfil these objects, the Association may:

4.1.1 initiate and support measures to promote the sport of sailing andsailboat racing within the ACT, either alone or in association with oneor more Affiliated and/or Associate Member Clubs;

4.1.2 organise such sailing championships and regattas as are appropriate tobe managed by an MYA, either on its own account or by delegationfrom YA or another body, and delegate the conduct of any such eventto an Affiliated Club Member or to any Committee formed for thatpurpose by the Council;

4.1.3 identify and support as appropriate individuals and teams to representthe ACT in national and international sailing events;

4.1.4 hear and determine all appeals from decisions in relation to theapplication of the ISAF’s Racing Rules of Sailing and any YA Prescriptions and Appendices thereto, made by any Affiliated ClubMember or any Race Committee conducting sailing races under theauspices of the Association;

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4.1.5 regulate and control the issuing of sail numbers, letters and emblemswithin the ACT;

4.1.6 deal with any matters connected with the sport of sailing and sailboatracing falling within the ambit of the objects of the Association whichmay be referred to it by a Member;

4.1.7 undertake such other activities as are considered appropriate to theattaining of the Objects of the Association.

4.2 In exercising its powers, the Association shall at all times have regard to therole of Affiliated Club Members as the primary providers of sailing facilitiesand services within the ACT and wherever possible and appropriate, do so inconjunction with member clubs.

RULES RELATING TO MEMBERSHIP AND FEES

5. MEMBERSHIP

5.1 The Members of the Association shall be:

5.1.1 sailing clubs or associations established within the ACT that organiseand conduct regular sail racing events and which are admitted by theCouncil to this class of membership and which have paid the annual feefor membership determined under sub-clause 6.1. Such Members shallbe Affiliated Club Members;

5.1.2 persons who are members of an Affiliated Club Member and who are“Youth” or “Silver” members of YA and for whom the annual fee formembership of the Association determined under sub-clause 6.1 hasbeen paid through that Club. Such persons shall be IndividualMembers;

5.1.3 sailing clubs or associations (including Class Associations) that areorganised within the ACT (whether incorporated or otherwise) but thatdo not organise and conduct sailing races under their own auspices andwhich have paid the annual fee determined under sub-clause 6.1. SuchMembers shall be Associate Club Members.

5.2 The Secretary of the Association shall maintain a Register of Members and theinclusion of the name of a person or an organisation in the Register shall beexclusive proof of the membership of the Association of that person ororganisation.

5.3 A club or association wishing to be admitted as an Affiliated Club Member ofthe Association under sub-clause 5.1.1 shall apply in writing and submit a copyof its constitution and rules for consideration by the Council. Affiliated ClubMembers shall designate a person to represent them on the Council and to voteon their behalf at general meetings of the Association.

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5.4 A club or association meeting the requirements of Clause 5.1.3 may apply inwriting to become an Associate Club Member. Applications shall be addressedto the Secretary and be accompanied by a copy of the constitution and rules ofthe club or association. The club or association shall designate a person to voteon its behalf at general meetings of the Association.

5.5 The decision on any application for admission of a club or association as anAffiliated Club Member or by a club or association for admission as anAssociate Club Member, shall be taken by the Council and the Council’s decision shall be final and not subject to appeal.

5.6 A member shall cease to be Member of the Association if he, she or it

5.6.1 resigns from the Association;

5.6.2 is expelled from the Association;

5.6.3 being an organisation is wound up or ceases to exist for any otherreason;

5.6.4 no longer meets the requirements of membership set out in sub-clause5.1;

5.6.5 fails to meet financial or other obligations properly imposed, within 90days of the imposition of those obligations, (unless otherwisedetermined by the Council of the Association).

5.7 A Member may resign from the Association by notice in writing addressed tothe Secretary and such resignation will take effect 30 days after receipt of suchnotice by the Secretary.

5.8 Resignation from the Association shall not absolve a Member from anyfinancial obligations duly imposed under this Constitution.

6. MEMBERSHIP AND OTHER FEES

6.1 Membership fees for the next financial year (1 July to 30 June in the followingyear) for each category of Member will be determined by the Council andCouncil shall advise the Affiliated and Associate Club Members of the fees sodetermined no later than 31 May in each year.

6.2 Membership fees may be set at different levels for different groups of Memberswithin each category of membership. In making decisions about themembership fees of Affiliated Club Members, Council shall have regard to thesize of the Club and any other factors that Council may consider relevant. Inmaking decisions about the membership fees of Individual Members, Councilshall have regard to the annual subscriptions determined (and any leviesimposed) by YA.

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6.3 Membership fees become due on 1 July in each year and are payable no laterthan 30 September in each year.

7. CONTRACTS

7.1 Contracts may be entered into between the Association and an Affiliated ClubMember or other organisations or individuals, specifying the services to beprovided by either party, and any fees payable for the services so provided.

7.2 Contracts entered into under this clause may provide for the provision ofservices of staff and equipment to the Association by an Affiliated ClubMember in lieu of payment of any fee

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8. MEMBERS’ LIABILITIES

8.1 The liability of a Member to contribute towards the payment of debts andliabilities of the Association or the costs, charges and expenses of the windingup of the Association shall be limited to the amount, if any, unpaid by theMember in respect of membership of the Association as required by sub-clause6.1 of this Constitution and to any amount owing for services provided under acontract entered into under sub-clause 7.1.

9. RIGHTS AND OBLIGATIONS OF MEMBERS

9.1 An Individual Member for whom the annual membership fee for the currentfinancial year has been paid is entitled to participate fully in the affairs of theAssociation, to stand for election to the Council (unless prohibited from doingso under sub-clause 12.9) and to vote at any general meeting of theAssociation.

9.2 At any general meeting of the Association, the vote of an Associate ClubMember shall be cast by its designated representative. The designatedrepresentative of an Associate Club Member may not stand for election to theCouncil unless the person concerned is an Individual Member of theAssociation.

9.3 At any general meeting of the Association the vote of an Affiliated ClubMember shall be cast by its designated representative. The designatedrepresentative of an Affiliated Club Member may not stand for election as anOfficer of the Council unless the person concerned is an Individual Member ofthe Association.

9.4 A designated representative of an Affiliated Club Member or an Associate ClubMember who is also an Individual Member may vote in both capacities on anymatter before a general meeting of the Association.

9.5 Affiliated Club Members shall ensure that, where an individual memberchooses to become a Youth or Silver Member of YA and an IndividualMember of this Association by paying the combined annual subscriptiondetermined under Clause 6.1 to that Club, the member’s name, address and such other information as is required, together with an indication that paymentof the combined annual subscription has been made, shall be entered into theYA National Data Base (MyClub) and the combined subscription shall be paidto YA or to the Association upon receipt of an invoice from YA or the theAssociation as the case may be.

9.6 Affiliated Club Members and Associate Club Members shall pay the annualsubscription determined and advised to them by Council no later than 30September in each year.

9.7 Affiliated Club Members shall ensure that the owners (or ownersrepresentatives) and crews of yachts participating in sailing races conducted by

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them are Members of YA unless exempted under any of YA’s prescriptions to the ISAF’S Racing Rules of Sailing

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10. DISCIPLINING OF MEMBERS

10.1 Where the Council is of the opinion that a Member:

10.1.1 has persistently refused or neglected to comply with a provision of thisConstitution; or

10.1.2 has persistently and wilfully acted in a manner prejudicial to theinterests of the Association, the Council may by resolution:

(a) expel the Member from the Association; or

(b) suspend the Member from such rights and privileges ofmembership of the Association as the Council may determinefor a specified period.

10.2 Before the Council adopts any resolution under sub-clause 10.1, the Secretaryshall, as soon as practicable, cause a notice in writing to be served on theMember:

10.2.1 setting out the proposed resolution of the Council and the grounds onwhich it is based; and

10.2.2 stating that the Member may appear before and make representations tothe Council at a meeting of the Council to be convened within 28 daysof the date of service of the notice.

10.3 If a Member chooses to exercise the right to appear and make representations,the Council shall not further deal with the proposed resolution until thoserepresentations have been made and the matter has been reconsidered by theCouncil.

10.4 A decision taken by the Council under sub-clause 10.1 shall be subject toappeal to a general meeting of the Association. A Member that appeals againsta decision to expel or suspend taken under sub-clause 10.1, shall have the rightto make representations both orally and in writing to the general meeting and toappear and to speak at the general meeting at which the appeal is considered.

10.5 A Member may participate in and vote at the general meeting at which his, heror its appeal against expulsion or suspension is heard.

10.6 The decision of the general meeting on the appeal shall be final and nofurther appeal shall be allowed.

10.7 In the event that a Member appeals under sub-clause 10.4, the Council shallconvene a general meeting of the Association within thirty days of the lodgingof the appeal and the quorum for such a meeting shall be governed by sub-clause 25.4 as if it were an adjourned general meeting.

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10.8 A Member that has been expelled from the Association under this clause mayseek to be readmitted to membership on the presentation of satisfactoryevidence that the matters which led to the expulsion have been corrected or nolonger apply.

RULES RELATING TO THE MANAGEMENT OF THE ASSOCIATION

11. GOVERNANCE OF THE ASSOCIATION

11.1 The affairs of the Association shall be conducted by a Council, which shallcomprise one representative of each of the Affiliated Club Members,designated by the Affiliated Club concerned, together with such IndividualMembers as are elected as officers at the Annual General Meeting of theAssociation in accordance with sub-clause 11.4 and clause 12 and any Chairsof Standing Committees established by Council who are not already members.

11.2 The name and address of the designated representative of each Affiliated ClubMember shall be notified in writing to the Secretary. The designatedrepresentatives of Affiliated Club Members may be changed by the club orassociation concerned at any time, provided that the changes are notified inwriting to the Secretary.

11.3 The designated representative of an Affiliated Club Member may berepresented at a particular meeting of the Council by a proxy. The AffiliatedClub Member shall notify the Secretary of the name of the proxy in writingprior to that particular meeting.

11.4 The Annual General Meeting of the Association shall elect from among theIndividual Members the following officers:

a President a Senior Vice-President a Vice-President a Secretary a Treasurer

who shall take office from the time each is declared elected and shall holdoffice until the election of officers takes place at the subsequent AnnualGeneral Meeting.

11.5 The officers specified in sub-clause 11.4 shall constitute the ExecutiveCommittee, which shall be entitled to conduct the business of the Associationbetween meetings of the Council.

11.6 The role and responsibilities of the Vice-Presidents shall be as determined bythe Council from time to time.

12. ELECTION OF OFFICERS

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12.1 At least eight weeks prior to each Annual General Meeting, the Secretary shallby written notification to the Affiliated Club Members, call for nominations ofcandidates, being persons who are Individual Members of the Association, forelection as officers of the Association.

12.2 Nominations of candidates for election as officers of the Association:

12.2.1 shall be made in writing and supported by least two IndividualMembers and accompanied by the written consent of the candidate(which may be endorsed on the nomination form); and

12.2.2 shall be received by the Secretary of the Association not less thanfourteen days before the date fixed for the Annual General Meeting atwhich the election is to take place.

12.3 If the number of nominations received is equal to the number of vacancies tobe filled, the persons nominated shall be deemed to have been elected.

12.4 If insufficient nominations are received to fill all officer positions, thecandidates nominated shall be deemed to have been elected and furthernominations to fill the vacant positions shall be accepted at the Annual GeneralMeeting.

12.5 If insufficient further nominations are received, any vacant officer positionsremaining may subsequently be filled by the Council by co-option of personswho are Individual Members of the Association.

12.6 If the number of nominations received exceeds the number of vacancies to befilled, a ballot shall be held.

12.7 The ballot for the election of officers shall be conducted at the Annual GeneralMeeting in such manner as the Council may decide.

12.8 A person may not simultaneously hold more than one officer position.

12.9 A person may not serve as an elected member of the Council for more than sixconsecutive years, but is eligible to be re-elected after a period of one year haselapsed since he or she was last an elected member of the Council.

13. PUBLIC OFFICER

13.1 The Council shall appoint a Public Officer from time to time in accordance withthe provisions of the Act.

13.2 The Public Officer shall, if not already a member of the Council, be entitled toattend meetings of the Council but if not a member shall have no right to vote.

14. SECRETARY

14.1 The Secretary shall arrange for minutes to be kept containing details of:

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14.1.1 the names of persons present at a meeting of the Council or of theExecutive Committee, or at the Annual General Meeting and any othergeneral meetings; and

14.1.2 all proceedings at Council, Executive Committee and general meetingsincluding the Annual General Meeting

and shall distribute copies of the minutes to all members of the Council and tothe Public Officer as soon as practicable after the meeting to which they referhas been held.

14.2 Minutes of proceedings at a meeting shall be adopted and signed by the personpresiding at the next succeeding meeting.

14.3 The Secretary shall, as soon as practicable after each Annual General Meeting,notify the Members of the names and addresses of the members of the Counciland from time to time of any variations to these that may arise.

14.4 The Secretary shall maintain a register of Members, including the names andmailing addresses of the designated representatives of the Affiliated andAssociate Club Members

15. TREASURER

15.1 The Treasurer of the Association shall:

15.1.1 collect and receive all moneys due to the Association and ensure that allpayments made are authorised by the Association; and

15.1.2 ensure that correct accounts and books showing the financial affairs ofthe Association with full details of all receipts and expenditureconnected with the activities of the Association are kept andmaintained.

16. VACANCIES IN OFFICER POSITIONS OF THE ASSOCIATION

16.1 For the purposes of this Constitution a vacancy in a position of officer of theAssociation occurs if the officer:

16.1.1 dies;

16.1.2 ceases to be an Individual Member;

16.1.3 resigns the office;

16.1.4 is removed from the office pursuant to sub-clause 17.1;

16.1.5 becomes an insolvent under administration within the meaning of theCorporations Law;

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16.1.6 suffers from mental or physical incapacity;

16.1.7 is disqualified from office under subsection 63 (1) of the Act;

16.1.8 is absent without the consent of the Council from all meetings of theCouncil held during a period of six months; or

16.1.9 becomes the designated representative of an Affiliated Club Member.

16.2 The Council may co-opt an Individual Member of the Association to fill anyvacancy arising among the officers for the period extending until the nextAnnual General Meeting.

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17. REMOVAL OF COUNCIL MEMBERS

17.1 The Association may at a meeting of the Council by resolution, subject tosection 50 of the Act, remove any member of the Council from office beforethe expiration of the member’s term of office.

18. POWERS OF THE COUNCIL

18.1 The Council shall control and manage the affairs of the Association

18.2 The Council may exercise all such functions as may be exercised by theAssociation other than those functions that are required by the AssociationsIncorporation Act 1991 to be exercised at the Annual General Meeting.

18.3 The Council has power to perform all such acts and do all such things asappear to the Council to be necessary or desirable for the proper managementof the affairs of the Association including:

18.3.1 entering into contracts;

18.3.2 employing staff; and

18.3.3 producing and selling publications and other goods.

18.4 A member or a Committee of the Council to whom the Council has delegatedany power to carry out any action shall not act so as to commit the Council toany expenditure unless expressly authorised to do so by Council.

19. COUNCIL MEETINGS AND QUORUM

19.1 The Council shall meet at least four times in each calendar year, not less thanonce in each quarter, in such place and at such time as the Council maydetermine.

19.2 Additional meetings of the Council may be convened by the President or oneof the Vice-Presidents.

19.3 The Council shall meet within fourteen days of receipt of a request that it do so,signed by the designated representatives of at least two Affiliated ClubMembers or by at least four elected members of the Council.

19.4 A request for a meeting under sub-clause 19.3 shall specify the general natureof the business to be transacted at the meeting and no business other than thatbusiness shall be transacted at that meeting, except business which the Councilmembers present at that meeting unanimously agree to treat as urgent business.

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19.5 Any six persons, being designated representatives of Affiliated Club Membersor officers elected under clause 12 or Chairs of Standing Committees who aremembers of the Council under sub-clause 11.1 shall constitute a quorum forthe transaction of business at a meeting of the Council.

19.6 No business shall be transacted by the Council unless a quorum is present andif within half an hour after the time appointed for the meeting a quorum is notpresent the meeting shall be adjourned to a place and at an hour and date to befixed by the President.

19.7 At meetings of the Council-

19.7.1 the President or in the absence of the President, one of the Vice-presidents shall preside; or

19.7.2 if the President and the Vice-presidents are absent, one of the otherofficers may be chosen by the members present to preside.

20. DELEGATION BY COUNCIL TO A COMITTEE

20.1 The Council may, by instrument in writing, delegate to a committee (consistingof such persons as the Council thinks fit) the exercise of such of the functionsand powers of the Council as are specified in the instrument, other than—

20.1.1 this power of delegation; and

20.1.2 a function which is a function imposed on the Council by the Act, byany other law of the Australian Capital Territory, or by resolution of theAssociation in general meeting.

20.2 A Committee established by the Council under sub-clause 20.1 shall bedesignated as either a Standing Committee or an Ad Hoc Committee

20.3 A function, the exercise of which has been delegated to a committee under thisrule may, while the delegation remains unrevoked, be exercised from time totime by the committee in accordance with the terms of the delegation.

20.4 A delegation under this rule may be made subject to such conditions orlimitations as to the exercise of any function, or as to time or circumstances, asmay be specified in the instrument of delegation but all such delegations shallbe reviewed at the first meeting of the Council following each Annual GeneralMeeting.

20.5 Notwithstanding any delegation under this rule, the Council may continue toexercise any function delegated.

20.6 Any act or thing done or suffered by a committee acting in the exercise of adelegation under this rule has the same force and effect as it would have if ithad been done or suffered by the Council.

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20.7 The Council may, by instrument in writing, revoke wholly or in part anydelegation under this clause.

20.8 A committee may meet and adjourn as it thinks proper.

21. VOTING AND DECISIONS

21.1 Questions arising at a meeting of the Council or the Executive Committee or ofany committee appointed by the Council shall be determined by a majority ofthe votes of members of the Council or the Executive Committee or thecommittee present at the meeting.

21.2 Each member present at a meeting of the Council or of the ExecutiveCommittee or any committee appointed by the Council (including the personpresiding at the meeting) is entitled to one vote but, in the event of an equalityof votes on any question, the person presiding may exercise a second orcasting vote.

21.3 Subject to sub-clause 19.6, the Council may act notwithstanding any vacancyamong the officers or failure on the part of any Affiliated Club Member todesignate a representative.

21.4 Any act or thing done or suffered, or purporting to have been done or suffered,by the Council or the Executive Committee or by a committee appointed bythe Council is valid and effectual notwithstanding any defect that mayafterwards be discovered in the appointment or qualification of any member ofthe Council or the Executive Committee or the committee.

GENERAL MEETINGS OF THE ASSOCIATION

22. ANNUAL GENERAI, MEETINGS

22.1 The Association shall, within the period of five months after the expiration ofeach financial year convene the Annual General Meeting of its Members.

22.2 In addition to any other business which may be transacted at the AnnualGeneral Meeting, the business of the Annual General Meeting shall be:

22.2.1 to confirm the minutes of the last preceding Annual General Meetingand of any general meeting held since that meeting;

22.2.2 to receive from the Council reports on the activities of the Associationduring the last preceding financial year and an outline of its strategicplanning for the following year, including an indicative budget;

22.2.3 to elect the Officers of the Association and

22.2.4 to receive and consider the statement of accounts and the reports thatare required to be submitted to Members pursuant to subsection 73 (1)

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of the Act, together with a progress report on income and expenditurein the current financial year.

22.3 The Annual General Meeting shall be specified as such in the notice conveningit.

22.4 The Annual General Meeting shall be conducted in accordance with theprovisions of Sections 23 to 29 of this Constitution.

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23. OTHER GENERAL MEETINGS

23.1 The Council may, whenever it thinks fit, convene a general meeting of theAssociation.

23.2 The Council shall, on the requisition in writing of not less than 30 Members,convene a general meeting of the Association.

23.3 A requisition of Members for a general meeting:

23.3.1 shall state the purpose or purposes of the meeting;

23.3.2 shall be signed by the Members making the requisition;

23.3.3 shall be lodged with the Secretary; and

23.3.4 may consist of several documents in a similar form, each signed by oneor more of the Members making the requisition.

23.4 If the Council fails to convene a general meeting within one month after thedate on which a requisition from Members for the meeting is lodged with theSecretary, any one or more of the Members that made the requisition mayconvene a general meeting to be held not later than three months after that date.

23.5 A general meeting convened by Members referred to in sub-clause 23.4 shall beconvened as nearly as is practicable in the same manner as general meetings areconvened by the Council and any Member that thereby incurs expense isentitled to be reimbursed by the Association.

24. NOTICE

24.1 Except where the nature of the business proposed to be dealt with at a generalmeeting requires a special resolution of the Association, the Secretary shall, atleast 28 days before the date fixed for the holding of the general meeting, notifyMembers, by placing an advertisement in a newspaper circulating in the ACTand by written notice to Affiliated Club Members, of the place date and time ofthe meeting and the nature of the business proposed to be transacted at themeeting.

24.2 Where the nature of the business proposed to be dealt with at a general meetingrequires a special resolution of the Association, the secretary shall, at least 42days before the date fixed for the holding of the general meeting, notifymembers by placing an advertisement in a newspaper circulating in the ACTand by written notice to each Affiliated Club Member, specifying, in additionto the matters required under sub-clause 24.1, the intention to propose a specialresolution for adoption and the details of that resolution.

24.3 No business other than that specified in the notice convening a general meetingshall be transacted at the meeting except, in the case of an Annual GeneralMeeting, business which may be transacted pursuant to sub-clause 22.2.

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24.4 A Member desiring to bring any business before a general meeting shall givenotice in writing of that business to the Secretary who shall include thatbusiness in the next notice calling a general meeting given after receipt of thenotice from the Member, provided that notice is given to the Secretary at least21 days prior to the date of the next general meeting.

25. PROCEDURE AND QUORUM AT GENERAL MEETINGS

25.1 No item of business requiring a vote shall be transacted at a general meetingunless a quorum of Members entitled to vote is present during the time themeeting is considering that item.

25.2 Fifteen Members, including designated representatives of at least two AffiliatedClub Members present in person shall constitute a quorum for the transactionof business at a general meeting.

25.3 if within half an hour after the appointed time for the commencement of ageneral meeting a quorum is not present, the meeting if convened upon therequisition of Members shall be dissolved and in any other case shall standadjourned to a day and a place determined by the person presiding at themeeting or communicated to Members by the Secretary by placing anadvertisement in a newspaper circulating in the ACT at least 14 days prior tothe date to which the meeting is adjourned.

25.4 It at the adjourned meeting a quorum is not present within half an hour afterthe time appointed for the commencement of the meeting, those present (beingnot less than ten Members) shall constitute a quorum.

26. PRESIDING MEMBER

26.1 The President, or in the absence of the President, one of the Vice-presidentsshall preside at each general meeting of the Association.

26.2 If the President and the Vice-presidents are absent from a general meeting, theMembers present shall elect one of their number to preside at the meeting.

27. ADJOURNMENT

27.1 The person presiding at a general meeting at which a quorum is present may,with the consent of the majority of Members present at the meeting, adjournthe meeting from time to time and place to place, but no business shall betransacted at an adjourned meeting other than the business left unfinished atthe meeting at which the adjournment took place.

27.2 Where a general meeting is adjourned for 14 days or more, the Secretary shallgive notice of the adjourned meeting by an advertisement published in anewspaper circulating in the ACT stating the place, date and time of themeeting and the nature of the business to be transacted at the meeting.

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27.3 Except as provided in sub-clause 27.2 notice of an adjournment of a generalmeeting or of the business to be transacted at an adjourned meeting is notrequired to be given.

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28. MAKING OF DECISIONS

28.1 Any question arising at a general meeting of the Association shall bedetermined on a show of hands of those persons present and entitled to voteand, unless before or on the declaration of the show of hands a poll isdemanded, a declaration by the person presiding that a resolution has, on ashow of hands, been carried or carried unanimously or carried by a particularmajority or lost, or an entry to that effect in the minute book of the Associationis evidence of the fact without proof of the number or proportion of the votesrecorded in favour of or against that resolution.

28.2 At a general meeting of the Association a poll may be demanded by the personpresiding or by not less than five Members present in person at the meeting.

28.3 Where the poll is demanded at a general meeting, the poll shall be taken

28.3.1 immediately in the case of a poll which relates to the election of theperson to preside at the meeting or to the question of an adjournment;or

28.3.2 in any other case, in such manner and at such time before the close ofthe meeting as the person presiding directs, and the resolution of thepoll on the matter shall be deemed to be the resolution of the meetingon that matter.

29. VOTING

29.1 Subject to sub-clause 29.3, upon any question arising at a general meeting ofthe Association, each Member (including the designated representative of anAffiliated or Associate Club Member) is entitled to one vote.

29.2 All votes shall be given personally and no proxies shall be allowed at generalmeetings.

29.3 In the case of an equality of votes on a question at a general meeting, theperson presiding is entitled to exercise a second or casting vote.

29.4 A Member is not entitled to vote at any general meeting of the Associationunless all monies due and payable by the Member to the Association have beenpaid, other than the amount of the annual subscription payable in respect of thethen current year.

RULES RELATING TO FINANCE AND STAFF

30. THE FINANCES OF THE ASSOCIATION

30.1 The finances of the Association shall comprise the membership fees payable byMembers from time to time, determined in accordance with sub-clause 6.1 ofthis Constitution together with any fees paid by Affiliated Club Members under

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a contract with the Association and any grants, bequests, donations, interest,profits from the holding of conferences of from the sale of publications andother goods, or other monies accruing to the Association.

30.2 All monies received by the Association shall be deposited by the Treasurer assoon as practicable and without deduction to the credit of the Association’s account with a recognised financial institution.

30.3 The Treasurer shall, as soon as practicable after receiving the money, issue anappropriate receipt.

30.4 The Association shall be responsible for meeting the cost of activities that arecarried on in the name of the Association provided that the Council hasapproved the conduct of such activities and has agreed to meet the costs ofthem.

30.5 All payments made on behalf of the Association shall be made from theAssociation’s account, by cheque or by electronic transfer. All cheques shall be signed by two officers of the Association, or by one officer and anotherperson designated by the Council who may be an employee of the Association.Payments by electronic transfer shall be made only by the Treasurer.

30.6 The Association’s financial yearshall end on 30 June in each year.

31. AUDIT OF ACCOUNTS

31.1 The Association shall at its Annual General Meeting appoint a person who isnot a member of the Council of the Association and who has not prepared orassisted with the preparation of the accounts, to carry out an annual audit of itsfinancial records, and issue a certificate as to the correctness of such records.The auditor shall possess such qualifications as are required by the Act.

31.2 The Council shall take reasonable steps to ensure that the audit is completed atleast 14 days prior to the Annual General Meeting of the Association.

31.3 In the event of a vacancy arising in the position of Auditor prior to thecompletion of the annual audit, the Council shall appoint another person,qualified to act as auditor under the Act, to fill the vacancy.

32. STAFF

32.1 The Association may employ such staff as it considers necessary and undersuch conditions as are approved by the Council and in accordance with anyrelevant laws governing employment in theACT.

32.2 The Association may arrange for staff to be made available to it by an AffiliatedClub Member. Any such staff shall be employed by the Affiliated ClubMember, and shall provide services to the Association in accordance with acontract between the Affiliated Club Member and the Association.

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RULES RELATING TO THE CONSTITUTION AND LEGAL.MATTERS

33. ALTERATION OF CONSTITUTION

33.1 Amendments to the Constitution shall not be made except in accordance withprovisions of the Act.

33.2 Proposed amendments to the Constitution must be signed by two Membersand submitted in writing to the Secretary, who shall be responsible forinforming the Members of the Association, by notice published in a newspapercirculating in the ACT, of the details of the proposed amendments as soon aspracticable after they have been received, and of the date time and place of thegeneral meeting at which they will be considered.

33.3 Any proposed amendment shall be considered at a general meeting of theAssociation which shall not take place until at least two months after theproposed changes have been notified to the Members.

33.4 Amendments to the Constitution shall require the affirmative vote of at leasttwo thirds of the Individual Members and of two thirds of the designatedrepresentatives of Associate Club Members and two thirds of the designatedrepresentatives of Affiliated Club Members, present and voting, provided thatat least one half of the Affiliated Club Members are represented at the meeting.

34. COMMON SEAL

34.1 The Association shall have a common seal which shall be kept in the custodyof the Secretary.

34.2 The common seal shall not be affixed to any instrument except by theauthority of the Council and the affixing of the common sea1 shall be attestedby the signatures either of the President and one other officer or of a Vice-President and one other officer or of the Secretary and one other officer.

35. CUSTODY OF BOOKS

35.1 Subject to the Act and to this Constitution, the Secretary shall keep in his orher custody or under his or her control all records, books, and other documentsrelating to the Association.

36. INSPECTION OF BOOKS

36.1 The records, books and other documents of the Association shall be open toinspection at the address of the Association, free of charge, by a Member atany reasonable hour.

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37. SERVICE OF NOTICES

10.1 For the purposes of this Constitution a notice may be served by or on behalf ofthe Association upon any Member either by serving it personally on anIndividual Member or on the designated representative of an Affiliated or anAssociate Club Member, or by sending it by postto the Member’s address as advised to the Secretary or, in the case of an Individual Member, by sending it to the Affiliated Club Member through whichthat Individual Member’s annual subscription to the Association is paid.

37.2 Where a document is sent to a person or an organisation by properlyaddressing, prepaying and posting to the person a letter containing thedocument, the document shall, unless the contrary is proved, be deemed forthe purposes of this Constitution to have been served on the person at the timeat which the letter would have been delivered in the ordinary course of post.

38. WINDING UP OF THE ASSOCIATION

38.1 The Association may be wound up by resolution supported by a two thirdsmajority vote of the Members present at a properly constituted general meetingof the Association, provided that at least 21 days notice has been given thatsuch a resolution is to be considered. Following the passing of such aresolution, that general meeting of the Association shall be immediately closed.

38.2 Following the closure of the general meeting referred to in sub-clause 38.1, thePublic Officer shall take control of the affairs of the Association and shall windup the Association.

38.3 It, upon the winding up of the Association there remains after satisfaction of allits debts and liabilities, any property, the property shall not be paid to ordistributed to the Members but shall be given or transferred to those AffiliatedClub Members (in shares proportionate to the number of Individual Membersthat they have at that time registered with the Association) which are financialMembers of the Association at the time of its winding up and that meet therequirements of section 92 (2) of the Act.

RULES RELATING TO THE MANAGEMENT OF SAILING

39. SAIL NUMBERS OF YACHTS

39.1 Except for sail numbers and emblems issued by recognised International orNational or other Classes of yachts which control their own national registersthrough YA or through Class Associations, the Association shall have fullcontrol over the issuing and allocation of sail numbers and emblems within theACT. The Association may delegate to an Affiliated Club Member power toissue sail numbers of a particular kind.