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St Helier Yacht Club Constitution

1. Name

The name of the Club is and should remain "St Helier Yacht Club" (hereinafter called "the Club")

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2. Incorporation

The Club shall be incorporated under the Laws of the Island of Jersey entitled “Lois (1862 et 1963) sur les tenures et fidéicommis et l'incorporation d'associations" (hereinafter called “the Law”) as a “Société des Sports”.

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3. Objects

The objects of the Club shall be: -
(a) To promote and encourage all forms of yachting, boating and associated sports and activities.
(b) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Club may think necessary or convenient for the promotion of its objects and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Club.
(c) To accept any gifts, subscriptions (whether or not under deed of Covenant), donations, bequests or devises of lands, monies, securities or other real or personal property which may be useful or available for any one or more objects of the Club and to utilise or employ the same for all or any such objects.
(d) To take such lawful steps by appeals, public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Club in the shape of donations, annual subscriptions or otherwise.
(e) To print and publish or procure to be printed or published and to circulate or procure to be circulated (whether gratuitously or not) any newspapers, periodicals, magazines, books, pamphlets or other documents that may be deemed desirable for the promotion of the objects of the Club or any of them.
(f) To sell, manage, lease, mortgage, dispose of or otherwise deal with all or any part of the property of the Club as may be deemed expedient with a view to the promotion of its objects.
(g) To borrow and raise money in such manner and give such security as the Club may think fit.
(h) To invest the monies of the Club not immediately required for its purpose in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed by law and subject also as hereinafter provided, PROVIDED ALWAYS that the income and property of the Club shall be applied solely toward the promotion of the objects of the Club as set forth in this constitution and no portion shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the Members of the Club.
(i) To transfer or make over, with or without valuable consideration, any part of the property or assets of the Club not required for the purpose for which it was formed, to any body having purposes, sporting or charitable, similar to those of the Club providing that such body is not carrying on business for profit or gain, for distribution by way of dividend, bonus or otherwise amongst its Members subject, where appropriate, to the approval of the Royal Court in accordance with the provisions of Article 10 of the Law.
(j) To do all such things as are incidental or conducive to the attainment of the above objects, including the provision of such social amenities for its Members as considered desirable by the Club, including the provision of bars, lounges, restaurants, and snack bars as well as the holding of all licenses, permissions and consents as are deemed necessary or desirable, as the case may be, by the laws of the said Island of Jersey.

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4. Membership

All those persons who support the Club and have from time to time been elected to become Members by the Executive Committee (as hereinafter defined).

The Club shall consist of Ordinary, Honorary Life, Honorary, Overseas, Temporary, Student and Junior Members.

Ordinary Members - Any lady or gentleman over eighteen years of age shall be eligible for Ordinary Membership of the Club. Candidates shall be proposed and seconded by Members of the Club who have been Ordinary Members for not less than three years.

Honorary Life Members - The Executive Committee shall have the power to confer Honorary Life Membership in recognition of outstanding services to the Club.

Honorary Members - The Executive Committee shall have the power to elect any person as an Honorary Member of the Club for such period as it may think fit.

Overseas Members - Overseas Membership shall be available to those who are over eighteen years of age and are not resident in Jersey for more than six months in any one year. They will be proposed in the same manner as Ordinary Members.

Student Members - Student Membership shall be available to applicants between the ages of eighteen and twenty three on production of evidence that they are in full time education at a recognised educational establishment or are indentured apprentices. A Student Member shall become an Ordinary Member at the conclusion of his or her period of education or apprenticeship or on their twenty third birthday, whichever is the sooner, and will become liable to full subscription when his or her subscription next becomes due. A Student Member will not be called upon to pay any entrance fee on transfer to Ordinary Membership.

Junior Members - Junior Membership shall be open to all young persons under eighteen years of age. The Ordinary Member proposing the Junior Member shall be responsible to the Club for his or her discipline insofar as the Club is concerned. Junior Members will be proposed in the same manner as Ordinary Members and shall be required to produce the consent of their parent (or guardian).
On attaining the age of eighteen, a Junior Member may become a Student Member in accordance with the terms of Rule 4(f) or an Ordinary Member on payment of the appropriate subscription on 1st January next following his or her eighteenth birthday and shall not be called upon to pay any entrance fee on transfer to Ordinary Membership.
Junior Members shall be entitled to use only such parts of the Club premises as Executive Committee shall from time to time decide.

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5. Entry Fee and Subscription

The Entry Fee and Annual Subscription for Membership shall be such amount as the Club in General Meeting may determine and shall be tendered with each application for Membership and thereafter on 1st January in each year.Members elected between 1st October and 31st December shall be liable for one subscription until the end of the following year. If a Member’s subscription be still unpaid after 31st March, he or she shall cease ipso facto to be a Member, but may be reinstated by the Executive Committee on such terms as the Executive Committee may decide.

The Executive Committee shall, on being notified that any Member is sixty five years or over and has been a Member for thirty years or more, grant such Member a fifty percent reduction in the rate of subscription at the time in force for his class of subscription.

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6. Resignations

Any Member wishing to resign shall notify his/her intention in writing to the Honorary Secretary on or before the 31st December otherwise they shall be liable for subscription for the ensuing year.

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7. Membership Cards

A card of Membership shall be sent to each Member on payment of his/her Annual Subscription. This card shall not be transferable in any circumstances.

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8. Management

Officers
The Officers of the Club shall be the Commodore, Vice Commodore, Rear Commodore (Flag Officers), Honorary Secretary, and the Honorary Treasurer.

Honorary Flag Officers
The Executive Committee shall have the power to grant Honorary Flag rank to Members of the Club in recognition of exceptional service. Such Honorary Officers shall have the same privileges as Honorary Life Members. They shall be presented with and shall be permitted to fly a distinctive burgee of such design as the Executive Committee shall approve.

Executive Committee
The general management of the Club shall be vested in the Executive Committee which shall consist of the Commodore, Vice Commodore, Rear Commodore, Honorary Treasurer, Honorary Secretary and seven Ordinary Members. At meetings of the Executive Committee, seven shall form a quorum.
The Executive Committee shall have the power of filling vacancies which may occur during its term of office.
The Executive Committee shall have the power to make such regulations, not being inconsistent with this Constitution, as it may deem to be for the well being of the Club.

Sub-Committees
The Executive Committee shall appoint the following Sub-Committees: Sailing Committee, House Committee and Social Committee. The Chairman, but not necessarily the Members, of these sub-committees shall be found from within the Executive Committee. The Chairman of the Sailing Committee shall be elected annually at the November Meeting of the Executive Committee and shall remain an ex-officio Member of the Committee until the ensuing November if not re-elected at the following Annual General Meeting. The Chairman of the House and Social Committees shall be elected at the first meeting of the new Executive Committee each year. The Executive Committee shall have the power to appoint such special Sub-Committees as may be found necessary for specific purposes.

Election
The Officers and Members of the Executive Committee shall be elected annually at the Annual General Meeting. It shall be the duty the Executive Committee to propose Members as candidates for election as Officers of the Club. It shall be competent for any two Members of the Club who have been Ordinary Members for not less than three years to propose a candidate as an Officer or Member of the Executive Committee by giving notice in writing to the Honorary Secretary not later than thirty days prior to the date fixed for the Annual General Meeting accompanied by the consent in writing of the Member proposed. The names of all candidates shall be posted on the notice board as received and included in the notice convening the Annual General Meeting. If at the Annual General Meeting it appears that the number of candidates duly proposed does not exceed the number of vacancies, the Chairman of the Meeting shall declare the candidates elected. If the number of candidates exceeds the number of vacancies, the meeting shall forthwith proceed to an election by ballot.

No proposal of a candidate shall be valid unless the candidate and his proposers are entitled to attend the meeting at which the election is to take place.

The Officers and Members of the Executive Committee shall retire annually forty eight hours after the election of their successors. No Member shall hold the same Flag Rank for more than two consecutive years. The retiring Commodore shall be ineligible for re-election to Flag Office for one year. One of the retiring members of the Executive Committee shall be ineligible for re-election for one year. The Executive Committee shall, by agreement or by ballot among themselves, decide the name of the one Member who shall retire under this rule. The remainder shall be eligible to continue in office, if re-elected.

The Executive Committee may exercise all such powers and do all such acts and things as may be exercised or done by the Club save that no real property shall be sold or purchased without the prior sanction of the Club in General Meeting.

The Executive Committee, before embarking on any project involving capital expenditure of more than a total sum which the Club in General Meeting may determine, shall post details of the project and proposed expenditure on the notice board for sixty days.

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9. General Meetings

Only Ordinary Members and Honorary Life Members shall be entitled to attend General meetings of the Club and for the purposes of the present rule and Rule 17 the word “Member” includes only Ordinary and Honorary Life Members. Members of other classes, if invited to attend, shall have no right to speak or to vote.

Annual General Meeting
There shall be an Annual General Meeting which shall be held not later than the 30th April of each year or, in the case of necessity, on such day thereafter as the Executive Committee shall determine.

Special General Meetings
On a requisition signed by not less than ten Members entitled to attend and vote, the Executive Committee shall cause a Special General Meeting to be convened and held within thirty days of receipt of such requisition. The requisition shall state in full detail the purpose of the meeting.

The names of the requisitionists shall be set forth in the notice convening the meeting. The Executive Committee may also convene Special General Meetings.

Notices
Notices of an Annual General Meeting and the business to be transacted thereat shall be posted to every Member at least ten clear days before such meeting. Notice of a Special General Meeting or any adjournment thereof and the business to be conducted thereat shall, at the discretion of the Executive Committee, either be posted to every Member at least ten days clear days before such meeting or shall be published in the Jersey Gazette for two consecutive days, the last publication of which being at least ten days clear prior to such meeting.

All notices for General Meetings shall be placed on the Club notice board ten clear days before such meeting.

Chairman
The Chair, whether at a General Meeting or at a meeting of the Executive Committee, shall be taken by the Commodore of the Club or, in his absence by the Vice Commodore or Rear Commodore. In the absence of the three flag officers, the meeting shall elect a Chairman from amongst the Members present. The Chairman, whether at a General Meeting or at a Meeting of the Executive Committee, shall, in case of equality of votes, have a second casting vote.

Alteration of Constitution
No alteration shall be made to this Constitution, except by a motion passed at a General Meeting. Such motion shall not be carried unless at least two-thirds of the Members present and voting, vote in favour thereof. No alteration shall be effective unless approved by the Royal Court as required by Article 4 of the Law. Notice of every such motion not originated by the Executive Committee shall be delivered to the Honorary Secretary in the same manner as for the proposal relating to Members for the Executive Committee (see Rule 8(g)). Any Member may move an amendment relative to any such motion but such amendment shall not be carried unless at least two thirds of the Members present and voting, vote in favour.

Amendment
Any Member may at a General Meeting move an amendment relative to any motion other than that relative to the alteration of the Constitution, when such an amendment shall be decided by majority vote.

Quorum at Annual General Meetings
At an Annual General Meeting of the Club thirty Members shall form a quorum. If within fifteen minutes from the time appointed for the Meeting a quorum is not present, the Meeting shall be adjourned for one hour. If at that time a quorum is still not present those Members who are present shall form a quorum and may transact the business of the Meeting.

Quorum at Special General Meetings
At a Special General Meeting of the Club, thirty Members shall form a quorum. If within fifteen minutes from the time appointed for the meeting a quorum is not present, the Meeting shall be adjourned to such date, not being later than one calendar month from the Meeting being adjourned, as shall be fixed by the Executive Committee. If within fifteen minutes from the time appointed for the adjourned Meeting a quorum is not present the motion or motions before the meeting shall be deemed to have been lost and the Meeting will close.

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10. Auditors and accounts

The Honorary Treasurer shall receive all monies on behalf of the Club. Disbursements from Club funds shall be by direction of the Executive Committee. All cheques must be signed by two Officers of the Club or one Officer and such other person as the Executive Committee may from time to time unanimously appoint. The Honorary Treasurer shall submit an audited statement of accounts to the Annual General Meeting.

The Club at the Annual General Meeting of each year shall appoint a Qualified Accountant to audit the Club accounts for the year terminating on 31st December. A copy of such accounts when duly audited shall be forwarded to each Member of the Club with the notice convening the next following Annual General Meeting. At such Meeting the Honorary Treasurer shall present the accounts to the Club for adoption.

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11. Flags

The Club Burgee shall be a white pennant with a red saltire thereon, upon which is superimposed the coat of arms of St Helier, this being a blue shield with two golden crossed axes facing.

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12. Patrons

The Club may, on the recommendation of the Executive Committee, elect any lady or gentleman to be a Patron of the Club.

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13. Contingency

Any contingency which may arise and is not covered by this Constitution shall be decided by the Executive Committee.

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14. Interpretation Of Rules

Any question which may arise as to the interpretation of this Constitution shall be decided by the Executive Committee.

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15. Expulsion/Suspension

Any Member who contravenes the Constitution of the Club, or the regulations made by the Executive Committee, or who in the opinion of the Executive Committee in any way makes himself objectionable to other Members, or who by his conduct tends to bring the Club into disrepute, may at the discretion of the Executive Committee be asked to resign or may be expelled or suspended from the Club. Before arriving at their decision, the Executive Committee shall call for an explanation from the Member concerned and invite him or her to appear before them to answer any complaint. Any Member who considers himself or herself aggrieved by the decision of the Executive Committee shall have the right of appeal to the Club in General Meeting by giving notice in writing to the Executive Committee within seven days of the notification of the Executive Committee’s decision. At such General Meeting the decision of the Executive Committee shall stand, unless two thirds of the Members present and entitled to vote reverse the said decision.

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16. Disclaimer

Whilst the Club takes every precaution to protect its Members, it does not accept any responsibility whatsoever for any accident or mishap which may occur from any cause whilst Members, their friends or guests, are participating in any of the Club’s activities or whilst availing themselves of any of the facilities of the Club, and Membership of the Club is only accepted on the terms contained in this rule.

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17. Dissolution Of The Club

If at any General Meeting a resolution for the dissolution of the Club shall be passed by two thirds of the Members present and voting and such resolution shall at a Special General Meeting held not less than one calendar month thereafter at which not less than one third of the Members shall be present, be confirmed by a resolution passed by a majority vote, the Committee shall thereupon or at such future dates as shall be specified in such resolution proceed to realise the property of the Club and after such discharge of all liabilities shall divide the same equally among all the Ordinary Members and upon the completion of such division the Club shall be dissolved subject to approval of the Royal Court in accordance with the provisions under Rule 10 of the Law.

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18. Visitors

Bona-fide visiting yachtsmen shall be allowed to enjoy the full amenities of the Club. The Executive Committee shall at all times have the right to refuse or rescind a visitor’s right of admission. A book shall be kept at the Club in which such visiting yachtsmen shall be required to inscribe their names. Members shall have the privilege of introducing guests into the Club premises, and a Visitors’ book shall be kept in the Club, in which such guests shall be inscribed by the introducing Member on each occasion. No guests shall be introduced after eleven o’clock p.m. No guests shall be admitted to the Club more than six times a year except that in pursuit of any organised Club activity the Executive Committee may authorise a guest or guests to be introduced on more than six occasions.

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19. Indemnity

Every Officer or person acting under the authority of the Executive Committee shall be indemnified by the Club against all costs and losses for which he or shemay become liable or may incur by reason of any act or thing properly done by him under the authority of this Constitution.

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20. Representation

The Commodore for the time being and him or her failing, the Vice Commodore, shall represent the Club in the Royal Court of Jersey and other tribunals for the purpose of any transactions in Real Estate and for all other purposes in accordance with the provisions of the Law.

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21. Seal

The Club may authenticate its acts by the use of a Common Seal in which case the Common Seal shall be affixed to any document by two Members of the Executive Committee duly authorised in each and every instance by a resolution of the Executive Committee.

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