Club Constitution

CLUB CONSTITUTION   Tasman Bay Cruising Club (Inc)

Correct as at 22 September 2014

CHANGE HISTORY

THE Club Constitution has been updated as follows:

 

21/7/99 – Modified in line with proposals approved at AGM on 19/7/99.

a) Classes of membership changed to reflect those actually being used.

b) New class of membership, Veteran, added.

20/7/01 – Modified in line with proposal approved at AGM on 17/7/01.

a) 9. – Election of Officers and Committee.

30/11/01 – Modified in line with proposal approved at SGM on 27/11/01.

a) New class of membership, Corporate, added.

9/2/03 – Modified in line with proposals approved at AGM on 23/7/02.

a) New member pro-rata subscription fee to be determined by AGM

b) New class of membership, Crew, added.

26/10/07 – Modified in line with proposal approved at AGM on 24/7/07

a) 5A Indemnity provisions for committee and/or authorised person/s acting for and/or behalf of TBCC.

22/09/14 – Modified in line with proposals approved at AGM on 15/7/14

a) Treasurer post to hold automatic voting right.

b) All members of Committee to hold post for only one year.

c) Removal of requirement to post new membership applications on Noticeboard.

d) To regularise Junior Member top age limit, and to include voting rights.

e) Notice of General Meetings to now include electronic means.

f) To clarify start date of membership year, & to specify rebates for those new members joining late in year.

 

NAME

1. THE name of the Club is “Tasman Bay Cruising Club (Incorporated)” hereinafter referred to as “the Club”

 

REGISTERED OFFICE

2. THE registered office of the Club shall be at such place as the Committee may from time to time determine.

 

OBJECTS

3. THE objects of the club shall be the encouragement of pleasure boating in all its phases including power and/or sail and such other matters and purposes connected with the welfare and development of the Club as members shall from time to time deem necessary or expedient and the promotion of social intercourse between members and kindred clubs and to establish maintain and operate shore based facilities for members and their guests involved in the Club’s activities.

 

OFFICERS

4. THE Officers of the Club shall consist of:

(a) Commodore

(b) Vice Commodore

(c) Rear Commodore

All of the above shall be also known as Flag Officers

 

(d) Honorary and/or paid Secretary

(e) Honorary and/or paid Treasurer

All Officers shall be financial members of the Club.  The Offices of Secretary and Treasurer may be held by one person.

 

COMMITTEE

5. THE Committee shall consist of the Commodore, Vice Commodore, Rear Commodore, immediate Past Commodore and five Committee members, all of whom shall be financial members of the Club.  The Committee shall appoint a Secretary and a Treasurer or a Secretary/Treasurer, and such other Officers as it determines, either on an honorary or paid basis and for such term as the Committee determines.  The post of Treasurer holds an automatic voting right.

 

5A THE Club indemnifies members of the Committee or any other person acting with the authority of the Club (“authorised person”) in respect of liability to any person other than the Club for any act or omission in his or her capacity as a member of the Committee or authorised person in respect of costs incurred by that member of the Committee or authorised person in defending or settling any claim or proceeding relating to such liability (not being criminal liability or liability in respect of a breach of the duty of that member  or authorised person to act in the best interests of the Club), and may also effect insurance for the members of the Committee or authorised person  in respect of liability (not being criminal liability) for any act or omission in his or her capacity as a member of the Committee or authorised person, and costs incurred by that member or authorised person in defending or settling any claim or proceeding relating to any such liability, and costs incurred by that member or authorised person in defending any criminal proceedings that have been brought against that member in relation to any act or omission in his or her capacity as a member or authorised person of the Committee or authorised person  and in which he or she is acquitted.”

 

RIGHT TO CO-OPT

6. THE Committee may at any meeting of the Committee by a vote of the majority of the members then present, co-opt person or persons to become members of the Committee to fill a vacancy in the Committee and such person or persons when co-opted shall have all the powers of voting or otherwise of an elected member of the Committee, but notwithstanding the provisions of Rule 9, such person or persons shall retire at the next ensuing Annual General Meeting but shall be eligible for election at such Annual General Meeting.  The Committee may also at any time co-opt a person or persons to assist the Committee for any specific purpose on a temporary basis, but any such person or persons shall not have any powers of voting and shall not be deemed to be a member of the Committee.

 

OFFICERS

7. THE Committee shall have the power to appoint officers to control property or conduct, or control Club racing or other specific activities which the club considers desirable.

 

NOMINATION OF OFFICERS AND COMMITTEE

8. NOMINATIONS of candidates for the position of Flag Officers and Committee shall be in writing in the hand of the Secretary not later than 2100 hours on the day of the previous week corresponding to the day fixed for the Annual General Meeting or shall be in writing addressed to the Secretary and posted in such time as in the ordinary course of mail deliveries will reach the postal address of the Club at least forty eight hours before such former time.  Such nominations shall be duly signed by the Proposer and Seconder and the acceptance signed by the proposed candidate.  The Secretary shall post nominations on the Club notice board as soon as possible after the receipt of such nominations.  In case a surplus, or an insufficient, number of nominations is received for the Committee the Annual General Meeting shall be entitled to elect a member or members as required.

 

ELECTION OF OFFICERS AND COMMITTEE

9. AT the Annual General Meeting of the Club in each year, all officers shall retire from office.  A Retiring Officer or Committee Member shall retain office until the dissolution or adjournment of the meeting at which the successor is appointed.  A Retiring Officer or Committee member shall be eligible for re-election.  Notice of the retirement of the Officers and such Committee members shall be included in the notice of the Annual General Meeting together with a statement as to whether or not those Officers or Committee Members seek re-election.  Election of Officers and Committee Members shall (if necessary) be carried out by use of voting papers and the Chairman may appoint scrutineers and a Returning Officer.

 

MINUTES

10. THE Committee shall make regulations for and keep minutes of their meetings and proceedings and also keep record of all receipts and expenditures, which accounts together with the Club’s yearly balance sheet shall be open for inspection by members one week before every Annual General Meeting.

 

ATTENDANCE

11. ANY elected member of the Committee absenting themselves from three consecutive meetings without permission of the Committee shall, at the option of the Committee, cease to be a Committee Member whereupon the provisions of rule 6 shall apply.

 

POWERS AND DUTIES OF THE COMMITTEE

12. THE affairs of the Club shall be managed by the Committee who shall have the following powers:

 

a. The control and management of the office and property of the Club.

 

b. To acquire or obtain or make any arrangement with any local, regional or government authority, or any corporation, company or person for any authority, right, privilege, concession, contract, or charter which the Committee may think it desirable to obtain, or which may seem to the Committee conducive to any of the objects of the Club and to accept, make payments under, carry out, exercise and comply with any such arrangement, authority, right, privilege, concession contract or charter.

 

c. Generally to purchase, take on lease or in exchange, hire or otherwise acquire any real and personal property and any rights or privileges which the Committee may think necessary and convenient for the purpose of any of the objects of the Club.

 

d. To invest any monies of the Club not required for its immediate use in such investments as the Committee may consider prudent.

 

e. To undertake and execute any trusts which the Committee considers conducive to any of the objects of the Club.

 

f. To accept or reject any legacy or bequest or gift whether such legacy, bequest or gift is offered with or entails conditions.

 

g. To do all other things as in the opinion of the Committee may be incidental or conducive to the attainment of any of the foregoing objects or the exercise of any of the foregoing powers.

 

BORROWING

13. THE Committee if authorised by resolution passed by a two thirds majority of any General Meeting of the Club may borrow or raise money and secure payment thereof in such manner as the Club shall by such resolution determine and in particular by a mortgage, charge or lien upon the whole or part of the Club’s property or assets (present or future).  Save as herein provided, the Club shall not have power to borrow money.

 

ELECTION OF MEMBERS

14. A candidate for membership shall make application on the prescribed form, which shall be completed by two members of the Club in the capacity of proposer and seconder except where prescribed below.  Election to membership shall be by at least three-fourths majority of those present at the meeting of the Committee next following.  Election to membership is only effective after payment of the amount due in terms of rule 25.  For the purposes of rules 4 and 5 Life and Patron Members shall be considered financial members of the Club.  Types of membership shall be:

 

a) Senior Member – a Member and Partner who shall have one vote between them at any meetings of the Club.

 

b) Family Member – a Member and Partner and family members aged between five years and seventeen years.  The family unit shall have one vote between them at any meetings of the Club.

 

c) Junior Member – a Member aged between eighteen years and twenty years.  Such a Member shall have one vote at any meetings of the Club.

 

d) Country Member – Any person may be elected a Country Member who resides outside a radius of 100 kilometres from Nelson.  No entrance fee shall be payable by a Country Member but the Subscription payable by such a member shall be fixed at each Annual General Meeting.  Such person when so elected as a Country Member shall have all the rights of membership except he shall not be entitled to vote at any meeting or be elected as an Officer of the Club or a member of the Committee.  Such person shall be entitled to be a Country Member only while the eligibility criteria for a Country Member are met.

 

e) Visiting Member – Persons eligible for admission as a Visiting Member shall be any person whose permanent residence is such to qualify as a Country Member or any person from overseas who is visiting Nelson.  Upon proposal of two members, and endorsed by a flag officer, any person eligible under this rule may be admitted as a Visiting Member for a period of one month, during which time there will not be any liability for a subscription fee.  The Committee shall have the power, at the request of the proposer, to permit such a person to remain a Visiting Member for a further period, upon payment by such Visiting Member of a subscription fee equal to the pro rata amount for the period of a Senior Member subscription fee.  A Visiting Member shall not be entitled to vote at any meeting or be elected as an Officer of the Club or a member of the Committee.

 

f) Honorary Member – Any person may, if unanimously nominated by the Committee for that purpose, be elected as an Honorary Member at any General Meeting of the Club.  Such election shall be by majority ballot.  The period of Honorary Membership shall continue from the time of election until such time as determined by the committee.  An Honorary member shall not be liable for any subscription fee and shall not be entitled to vote at any meeting or be elected as an Officer of the Club or a member of the Committee.

 

g) Life Member – Any person for sufficient reason may, if unanimously nominated by the Committee for that purpose, be elected as a Life Member at any General Meeting of the Club.  Such election shall be by majority ballot.  Life Members shall be entitled to vote and bear office and shall be subject to these rules.  Such Life Members shall pay no further subscriptions.  The period of Life Membership shall continue from the time of election until the Life Member’s death or prior resignation.  Sufficient reason for eligibility shall be met if the Committee is unanimously agreed that the person has provided exceptional service to the Club.

 

h) Patron Member – Any person for sufficient reason may, if unanimously nominated by the Committee for that purpose, be elected as a Patron Member at any General Meeting of the Club.  Such election shall be by majority ballot.  Patron Members shall be entitled to vote and bear office and shall be subject to these rules.  Such Patron Members shall pay no further subscriptions.  The period of Patron Membership shall continue from the time of election until the Patron Member’s death or prior resignation.  Sufficient reason for eligibility shall be met if the Committee is unanimously agreed that the person has provided exceptional financial support to the Club in the way of goods or services.

 

i) Veteran Member – Any member reaching the age of 65 who has been a Senior member for a period of at least fifteen consecutive years may make a written application to the secretary to become a Veteran member.

 

j) Corporate Member- Any company or other corporate entity, who shall be entitled to nominate three (3) persons employed by that entity together with the partner of each person to enjoy the benefits of membership except as limited by this paragraph.  The corporate member is entitled to hire of the Club’s facilities free of hireage charge on two (2) occasions during each financial year of the Club, and to participation in “corporate sailing” events arranged by the Club.  Any nominations by the corporate member in terms of this sub-paragraph are subject to the approval of the Committee.  All nominees must be employees of the corporate member.  A corporate member is not eligible to be an Officer or a member of the Committee, and is not entitled to vote at any General Meeting of the Club.

 

k) Crew Member – Any person may be elected a Crew Member, if that person’s sole involvement in Club races and other events is as a bona fide and regular crewmember on a Member’s boat.  Such person shall be entitled to participate as one of the crew on a Member’s boat and to be able to use the Clubhouse facilities on Club race days only in the company of that Member and shall not be entitled to any other rights of membership.  Such person shall not be entitled to vote at any meeting or be elected as an Officer of the Club or a member of the Committee.  Such person shall not be considered as a Member of the Club with respect to Yachting New Zealand eligibility criteria for entering a boat in races or regattas

 

ABSENTEE MEMBERS

15. ANY member leaving the Club area for one year or more may, by notifying the Secretary, have his name placed on the Absentee List free of a subscription until his return.

 

RESIGNATION

16. A member may resign at any time by giving written notice to the Secretary PROVIDED THAT the Committee may reinstate any member who has ceased to become a member on such terms as it shall think fit.  Notwithstanding the provisions of Rule 25, a member resigning before, or within one month after, any Annual General Meeting shall pay as a subscription for the then current year one-twelfth of the prior year’s subscription for each month (or part thereof) of the then current financial year up to the date of resignation, otherwise such member shall be liable for the full amount of the subscription set at the Annual General Meeting.

 

EXPULSION

17. THE Committee shall have the power to expel or suspend from membership for such period as the Committee determines, any Club member for misconduct not conducive to the best interests of the other members of the club or for any other sufficient cause.  Such member shall have the right of appeal to a General Meeting of the Club to be called by the requisition to five members posted to the Secretary within fourteen days after notification of such expulsion or suspension and such General Meeting may confirm rescind or vary the resolution of the Committee.

 

ANNUAL GENERAL MEETING

18. THE Annual General Meeting of the Club shall be held not later than 31st July in each year, at such time and place as the Committee shall appoint.  The business to be transacted at the Annual General Meeting shall comprise approval of the minutes of the previous Annual General Meeting/Special General Meetings, presentation of the Annual Report, presentation of the Annual Accounts, election of the Committee and general business, together with any special business notice of which shall have been included in the notice of the meeting.

 

SPECIAL GENERAL MEETING

19. A Special General Meeting shall be called at any time by the Committee or by the Commodore, or upon a requisition signed by at least five members; such requisition to state the business to be considered at the meeting.  The business shall be set out in the notice to the members and only such business or matters reasonably incidental thereto shall be considered at the meeting.

 

NOTICE OF GENERAL MEETINGS

20. NOTICE of all General Meetings shall be posted on the Club’s Notice Board, website, Facebook page not less than fourteen days prior to the meeting.  Notice shall be given to members by circular (paper or electronic) addressed to their last known address, and posted not less than fourteen days prior to the meeting.

 

METHOD OF VOTING

21. AT all General Meetings, any question submitted shall in the first instance be decided by a show of hands; or at the request of any members, the Chairman may require that the question be decided by ballot.  All votes shall be given personally and not by proxy.

 

CASTING VOTE

22. THE Chairman at any meeting of the Club or of any Committee meeting when there is an equality of votes shall have a casting vote in addition to the Chairman’s deliberative vote.

 

CHAIR

23. THE Commodore if present shall preside at all meetings of the Club and of the Committee.  In the Commodore’s absence the senior Flag Officer shall preside and in the event of no Flag Officer being present the meeting shall elect a chairman and it shall be obligatory on the member so elected by a majority of the members present to take the chair.

 

QUORUM

24. AT all General Meetings of the Club fifteen members shall form a quorum. At all meetings of the Committee five members shall form a quorum.

 

SUBSCRIPTIONS

25. THE.subscription rates for the forthcoming membership year (1 August to 31 July) for each category of membership shall be fixed at the Annual General Meeting.  Any new person elected to membership during the year shall be required to pay within SEVEN days of receiving notice of election: those joining between 1 August and 31 January shall pay the full subscription, between 1 February and 30 April they shall pay 50%, and for the remaining three months they shall pay 25%.

 

ARREARS

26. A member whose subscription, or any other fee or fees due to the Club, is in arrears and whose notice has been brought to the fact, shall not be entitled to the privileges of the Club, nor shall the Member be entitled to vote at any meeting or compete for any prizes.

 

LOCAL VISITORS

27. MEMBERS shall have the privilege of introducing local visitors.  A member introducing a local visitor shall enter both the visitor’s and introducing member’s names in the Local Visitors’ Book and shall be answerable for the conduct and shall remain in the company, of such Local Visitor while on Club premises.  Such Local Visitors shall be restricted to not more than two visits to the Club premises in each financial year, unless otherwise determined by the Committee or provided for in By-Laws passed in terms of rule 36.  The expression ‘Local Visitor’ shall mean a person who would not qualify as a Country Member or a Visiting Member.

 

CLUB PROPERTY

28. NO member shall remove any property of the Club from the Club’s premises except with the permission of a Flag Officer.  Members shall pay the full cost of replacing or repairing any Club property destroyed, damaged or lost by them.

 

MEMBERS PROPERTY

29. THE Club will not be responsible for loss or damage to the property of any member should such property be left in the Club’s premises.

 

NOTICES

30. NO notice shall be posted in the Club’s premises unless signed and dated by a Flag Officer, Secretary, Treasurer, two Committee members or a person appointed by the Committee.

 

ANIMALS

31. NO member or visitor shall bring an animal into the Club’s premises.

 

COMMON SEAL

32. THE Club shall have a Common Seal, which shall be kept in the custody of the Secretary but shall be produced and handed to the Committee on request.

 

EXECUTION OF DOCUMENTS

33. ALL documents to be signed by the Club shall be signed only pursuant to a resolution of the Committee and execution shall be made by affixing of the Seal in the presence of two members of the Committee including one Flag Officer.

 

BANK ACCOUNTS

34. CHEQUES and other negotiable instruments drawn on the Club’s Bank Accounts shall be signed in the Club’s name by two signatories, being an Officer and one member of the Committee.

 

ALTERATIONS OF RULES

35. THESE Rules or any of them shall not be altered, added to, or rescinded, except at any General Meeting of the Club pursuant to twenty one days’ notice in writing being given to the Secretary, both of the intention to move such alteration, addition or recision and of the terms of the proposed alteration, addition or recision.  The terms of the proposed alteration, addition or recision shall be included in the notice of the meeting, which shall meet the requirements of rule 20 with the exception that for the purpose of this rule any club newsletter shall be deemed a circular.

 

BY-LAWS

36. IN addition to, but not in substitution for, these General Rules, the Committee may from time to time make and pass By-Laws for the good government of its members, the protection of its interests and the furtherance of the objects of the Club.  By-Laws shall require a three-fourths majority vote of the Committee for their approval. In the like manner to the making of By-Laws as set out herein the Club may from time to time alter or rescind any of its By-Laws.

 

INSPECTION OF RULES

37. A copy of the Rules and By-Laws shall always be open to the inspection of the members.

 

WINDING UP

38. THE Club may be wound up if a resolution to such effect be passed by a General Meeting and confirmed at a subsequent General Meeting called not earlier than thirty days after the meeting at which the resolution to be confirmed was passed, and notice of the confirmatory meeting has been given to all members by ordinary post at least fourteen days prior to the confirmatory meeting.  Such confirmatory meeting shall decide the destination of the property and assets of the Club left after meeting its liabilities PROVIDED THAT such property and assets shall not be divided amongst the members but shall be paid to or distributed among some body or bodies having similar aims as that of the Club.

 

GENERAL

39. THE decision of the Committee on the interpretation and/or construction of any Rule, By-Law or regulation shall be final PROVIDED HOWEVER that at any General Meeting of the Club the decision of the Senior Flag Officer present as to the interpretation or construction of any Rule, By-Law or regulation or as to any matter or question in issue or dispute at the meeting shall be accepted by the meeting and deemed final and conclusive.