WEST HIGHLANDS AND ISLANDS SAILING CLUBS' ASSOCIATION

CONSTITUTION

Adopted 28th February 1998
as amended 10th March 2001 and 8th March 2003

  1. Name
    The name of the Association is "WEST HIGHLANDS AND ISLANDS SAILING CLUBS' ASSOCIATION" hereinafter referred to as "the Association".

  2. Objects
    The objects of the Association are:
    1. To promote, develop, co-ordinate and publicise racing, cruising (sail and power) and training for these activities.
    2. To act as an Administrative Body for its Constituent Members (as hereinafter defined) in matters relating to organisation and administration, including co-ordination of fixtures, within its Area (as hereinafter defined) without in any way interfering with the individual functions of Constituent Members.
    3. To act as a disseminator of information to its Constituent Members regarding the activities of any of those Members, or of any other information which may be of interest.
    4. To act, when requested, on behalf of any or all its Constituent Members in dealings with the R.Y.A. and the R.Y.A.Scotland, and with any other Association, Organisation or Body, whose functions or activities may have any bearing or effect on those of any of the Constituent Members, or yachting in general within the Area aftermentioned.

  3. Membership
    1. The Area within which the Objects of the Association shall be pursued shall include the tidal waters between the Peninsula of Kintyre and Cape Wrath with the off-shore islands including the outer isles.
    2. Only Clubs and other Organisations within the area which are affiliated to the R.Y.A. are eligible for membership of the Association and, on joining, shall be known as Constituent Members.
    3. Any Club or other Organisation which has interests common, or similar, to those of any of the Constituent Members, but which is based outwith the area or is not affiliated to the R.Y.A., may, at the discretion of the Executive (as hereinafter defined), be admitted as an Associate Member of the Association. Such a Body shall be entitled to receive copies of all literature which is sent to Constituent Members, and shall be entitled to send one delegate to Delegates' Meetings as an observer. Such a delegate shall have no voting powers, and shall only be permitted to take part in discussion at the invitation of the Chairman.
    4. Application for Membership of the Association shall be made in writing to the Honorary Secretary. Such applications shall be considered by the Executive (as hereinafter defined) at a meeting convened for that purpose, and admission or rejection shall be by a majority vote of those present at that meeting.
    5. Each Constituent Member shall be entitled to be represented at each Delegates' Meeting of the Association by a Delegate or a prescribed number of Delegates and such Delegates shall have power to vote on resolutions at such Meetings. Each Constituent Member shall have one vote at each of such Delegates' Meetings, which vote will be given in person by the Delegates attending or by post or proxy in accordance with Paragraph 12 hereinafter.


  4. Annual Subscriptions
    Any Club or Association accepted for Constituent Membership shall pay an Annual Subscription in accordance with the Constitution, and on the scale in force. The Subscriptions to be payable for the current year shall be determined by the Spring Delegates' Meeting.

    Subscriptions are due by the first day of May in each year, and no Constituent Member shall be entitled to representation at a Delegates' Meeting whilst the Annual Subscription is overdue.

    A Constituent Member whose Subscription is not paid by the last day of July in any year shall receive a final reminder in writing to that effect, and if the Subscription remains unpaid on the last day of October that year, the Executive (as hereinafter defined) shall have the power to expel such Constituent Member from the Association. However, such a Member may be re-instated on application provided that all Subscription arrears are paid.


  5. Administrative Body
    1. The affairs of the Association shall be administered by an Executive Committee, hereinafter referred to as "the Executive", which shall consist of a Chairman, Vice-Chairman, Honorary Secretary and Honorary Treasurer (which last two positions may be combined), Elected and Co-opted Members in accordance with Paragraph 5d and e hereinafter.

    2. Officers: The Officers of the Association shall be the Chairman and the Vice-Chairman, who shall be elected annually at the Spring Delegates' Meeting and shall be eligible for re-election.
      The Chairman and Vice-Chairman shall remain in office until their successors have been appointed, and thereafter shall not be eligible for re-election to their respective office for a further period of two years. They shall, however, be eligible for election to the Executive after a period of one year, or for co-option to the Executive at any time.
      Should the Chairman and/or Vice-Chairman retire before completing their respective terms of office, the Executive may elect someone to fill that vacancy from amongst its Members or past Members, that person to hold office temporarily until the next Spring Delegates' Meeting. Any person so elected must then retire from that office, but shall be eligible to stand for election by the Meeting.
      The Chairman, whom failing, the Vice-Chairman, shall preside at all meetings of the Association and of the Executive. If neither is present, the members present shall elect a Chairman for that meeting.

    3. Honorary Secretary and Honorary Treasurer: An Honorary Secretary and an Honorary Treasurer shall be nominated by the Executive for election at the Spring Delegates' Meeting each year, to serve for a term of one year, and both shall be eligible for re-election each year. Such nominees shall be members of any Constituent Member of the Association.
      The Honorary Secretary shall be the General Administrator of the Association, and it shall be the Honorary Secretary's responsibility to keep full and accurate records of all Delegates' Meetings of the Association, of the Executive and any of its Sub-Committees, and to distribute copies of the Minutes of Delegates' Meetings to the Constituent Members.
      It shall be the Honorary Treasurer's responsibility to ensure the effective conduct of the Association's financial affairs and to keep a complete and accurate account of the Association's finances. He shall submit a budget for the current calendar year, together with a statement of the Association's finances for the calendar year last ended, for consideration and approval at the Spring Delegates' Meeting. At Executive Meetings, the Honorary Treasurer shall present a statement of the current financial situation of the Association.

    4. Elected Members: There shall be no more than four Elected Members of the Executive who shall be proposed and seconded by two separate Constituent Members of the Association. These proposed Members, who shall be members of Constituent Members, shall be subject to election at the Spring Delegates' Meeting. Nominations for election shall be invited in writing from the Constituent Members by the Honorary Secretary not later than 15th February in each year. Such nominations, together with the names of their proposers and seconders, shall be communicated to the Honorary Secretary in writing not later than 28th February in each year, for consideration at the Spring Delegates' Meeting the following month. The closing date for nominations may be postponed at the discretion of the Executive.
      Elected members shall not be entitled to serve on the Executive for more than three consecutive years, except that any such Member, if subsequently elected to office of Chairman, Vice-Chairman, Honorary Secretary or Honorary Treasurer, shall be entitled to fulfil the terms of office relating to that appointment.
      On retiral from the Executive, an Elected Member shall not be eligible for re-election for a period of one year but, at the discretion of the Executive, may be co-opted to serve on that Body at any time.
      At the Spring Delegates' Meeting at least two of the Elected Members shall retire, in order of seniority of election. In the case of equal seniority, the order of retirement shall be determined by the Executive by lot.
      Any member so retiring who has not completed three years as an Elected Member shall be eligible for re-election, but only to complete a three year term.
      Should the number of candidates proposed for election exceed the number of vacancies on the Executive, a vote shall be taken, and those candidates securing the highest number of votes shall be elected.
      Should an Elected Member retire before completing three years in service, the sponsoring Constituent Member may, at its discretion, nominate someone to fill the vacancy, but only until the next Spring Delegates' Meeting. Any person so nominated must retire, but remains eligible for nomination as an Elected Member of the Executive.

    5. Co-opted Members: The Executive may co-opt Members, either to fill vacancies on the Executive or for other specific purposes.
      Such co-options shall be reviewed by the Executive before each Spring Delegates' Meeting. Co-opted Members shall be entitled to take part in discussions, but shall not have a vote.
      The maximum number of Co-opted Members on the Executive shall at no time exceed three.

  6. Auditor
    An Auditor or a firm of Auditors shall be proposed for appointment at the Spring Delegates' Meeting each year, whose duty it shall be to audit the accounts of the Association for the current year.
    Should such an appointment not be made at the Spring Delegates' Meeting, the Executive shall be required to make an appointment within two calendar months of that meeting. Should the post fall vacant, an appointment shall be made by the Executive.


  7. Management
    1. Limitation of Authority: The Executive shall manage the affairs of the Association according to the Constitution, and shall apply funds of the Association to the Objects of the Association. It shall make such rules and regulations as it deems fit, as to the management of the Association, or its premises. The Executive shall enter into contracts only so far as they are expressly authorised, or authorised by implication, by this Constitution. The Executive shall not, without express authority of the membership, pledge the credit of the Association beyond the Association's subscription income for the previous calendar year.
      The Executive shall have power to borrow money on behalf of the Association and on the security of the property of the Association and may vary such loans or obtain additional loans either by granting Bonds and Assignations in Security or Personal Bonds or Bills or other Habile Security which Deeds shall bind the whole Constituent Members of the Association present and future jointly but not severally as if they had subscribed the same. The Executive shall not exercise the above power in respect of a sum exceeding the total of annual subscriptions due hereunder in any one year without first obtaining authority to do so from the Delegates in General Meeting.
      Property, effects and funds of the Association whencesoever derived shall be applied solely towards the promotion of the Objects of the Association and no portion thereof shall be paid or transferred directly or indirectly by way of profit to the Members of the Association. If, upon the winding up or dissolution of the Association, there appears after the satisfaction of all its debts and liabilities any property whatsoever, the same shall be given and transferred to some other organisation or organisations having objects similar to the Objects of the Association, such organisation or organisations to be determined by the Constituent Members of the Association by resolution passed at a General Delegates' Meeting at or before the time of dissolution and if and so far as effect cannot be given to such provision then to some charitable object.

    2. Limitation of Liability: Members of the Executive are entitled to be indemnified by the Constituent Members against any liabilities properly incurred by them on behalf of the Association, whenever the contract is of a duly authorised nature. The limit of a Constituent Member's indemnity in this respect shall be a sum equal to one year's Subscription at the then current rate, unless the Executive has been authorised otherwise by a Meeting called under rule 10 hereof.

    3. Meetings of the Executive: The Executive shall meet as necessary to conduct and manage the affairs of the Association. At such meetings, three members present, excluding Co-opted Members, shall form a quorum. At least seven days' clear notice calling a meeting shall be given to all members.

    4. Minutes: The Honorary Secretary shall be responsible for recording the proceedings at all Executive Meetings and for the distribution of copies of the Minutes to all Members of the Executive.

    5. Sub-Committees: The Executive may appoint Sub-Committees from amongst its Members and shall designate one of its Members to be Convenor of a Sub-Committee, to carry out specific functions and authorise any Sub-Committee to implement suggestions put to and approved by the Executive.
      Any Sub-Committee may, with the approval of the Executive, co-opt other Members from Constituent Clubs or Associations, to assist in specific functions but such co-opted members shall not be entitled to attend or to vote at Executive Meetings unless specifically invited to do so by the Chairman.
      The Chairman, Vice-Chairman and Honorary Secretary of the Executive shall be ex officio members of all Sub-Committees and shall be entitled to vote at meetings.

    6. Records of all Sub-Committee meetings shall be made by the Convenors of the Sub-Committees and duly passed to the Honorary Secretary for distribution to and approval by the Executive and for inclusion in the records of the Association.

  8. Voting at Committee Meetings
    Voting at Executive and Sub-Committee meetings shall be taken by a simple majority of votes, and voting on any resolution shall be by show of hands. Should it be found more convenient to conduct a meeting using electronic means of communication, such as e-mail, then voting may be held by that means.


  9. Representation on Other Bodies
    The Executive shall be empowered to nominate any suitable person to serve on other Bodies whose functions may in any way have effect on or be related to the functions of the Association.


  10. Delegates' Meetings
    Spring Delegates' Meeting
    A Spring Delegates' Meeting shall be held each year in March on a date and at a venue fixed by the Executive, notice of which shall be sent out to each Constituent Member by the Honorary Secretary at least fourteen clear days before the date set for the meeting, stating the business to be transacted thereat, enclosing a copy of the accounts for the calendar year last ended together with a budget for the current calendar year and including the names of all persons proposed for election to the Executive Committee, together with the names of their proposers and seconders. No item of business except the election of Officers, Honorary Secretary, Honorary Treasurer and Members of the Executive, and the appointment of Auditor or Auditors, the adoption of the accounts, the approval of the budget for the current calendar year, the proposed scale of subscriptions, and any business which the Executive may order to be inserted in the Notice, shall be voted on, unless notice thereof be given to the Honorary Secretary in writing, including by e-mail, before the 15th day of February prior to the meeting for inclusion in the Notice.

    Autumn Delegates' Meeting
    An Autumn Delegates' Meeting shall be held each year in November on a date and at a venue fixed by the Executive, notice of which shall be sent out to each Constituent Member by the Honorary Secretary at least fourteen clear days before the date set for the meeting, stating the business to be transacted thereat. No item of business except determination of Constituent Member representation and any business which the Executive may order to be inserted in the Notice shall be voted on, unless notice thereof be given to the Honorary Secretary in writing, including by e-mail, before the 15th day of September prior to the meeting for inclusion in the Notice.

    General Delegates' Meeting
    The Executive may, on giving fourteen days' clear notice, call a General Delegates' Meeting at any time for any specific business, the nature of which shall be stated in the Notice convening the meeting, and the discussion at such a Meeting shall be confined to the business stated in the Notice.
    The Executive shall also call a General Delegates' Meeting on written request to the Honorary Secretary by a majority of Constituent Members, the nature of which shall be stated in the Notice convening the meeting, and the discussion at such a Meeting shall be confined to the business stated in the Notice. Notice to Members of such a meeting shall be given at least fourteen and not more than thirty-five days clear before the date set and shall be issued by the Honorary Secretary within twenty-one days of receipt of the request.


  11. Proxies
    Constituent Members unable to send a Delegate to any Delegates' Meeting may give their voting rights to any other Delegate or Member of the Executive, such rights to be applied in the interests of the donor. The proxy may take the form of either a letter on the Constituent Member's usual notepaper and signed and dated by the current Commodore (or equivalent title) or a Proxy Form provided by the Executive and similarly signed and dated. The Proxy letter or form may give directions for how the vote is to be placed in various circumstances, in which case it shall be followed exactly. In the event of more than one proxy being given by a Constituent Member, the most recent shall prevail. A proxy will lapse should a Delegate from that Constituent Member actually attend the Meeting.


  12. Quorum
    The quorum at all Delegates' Meetings shall be a representation from at least one-third (to the nearest whole number) of Constituent Members. If a Delegate or Member of the Executive holds proxies from other absent Constituent Members, then these shall count towards the quorum.


  13. Voting at Delegates' Meetings
    Voting at Delegates' Meetings shall be by simple majority of votes, excepting on any resolution relating to the Constitution, and voting on any resolution shall be by a show of hands, unless at least two Constituent Members represented at the meeting request that a vote be taken by a ballot.
    Members of the Executive, other than Co-opted Members, shall be entitled to vote at Delegates' Meetings.


  14. Chairman's Vote
    The Chairman at all meetings of the Association, of the Executive, and of any Sub-Committee, shall have a deliberative vote and, in the case of equality, a casting vote.


  15. Premises
    The Executive shall be empowered to purchase, lease or hire accomodation on behalf of the Association, either for use as offices, meeting rooms or clubrooms, subject to the conditions laid down in Paragraph 7 hereinbefore.


  16. Employees
    The Executive shall be empowered to employ such staff as may be deemed necessary to assist with the management of the affairs of the Association, subject to the conditions laid down in Paragraph 7 hereinbefore.


  17. Trustees
    The property and funds of the Association shall be held in the names of the Officers and Elected Members of the Executive as Trustees and shall be subject to the disposition of the Constituent Members of the Association in Delegates' Meeting, the order of which, signed by the Chairman and Honorary Secretary, shall be obligatory upon and indemnify the Trustees for any sale, purchase, investment or other act done by them in pursuance of such.


  18. Withdrawal from Membership
    Any Constituent Member may withdraw from Membership of the Association by giving notice in writing to the Honorary Secretary before the first day of February in any year, but shall be liable for any subscription or levies which are due to be paid in that year.
    A Delegates' Meeting of the Association may, when two-thirds or more of those present or represented by proxy and entitled to vote, vote in favour, order the removal of a Constituent Member from Membership of the Association, if that Constituent Member consistently disregards the Rules and Recommendations of the Association, always provided that notice of the intention to consider the removal of that Constituent Member is embodied in the Notice calling the Delegates' Meeting.


  19. Alterations, Additions and Amendments to this Constitution
    1. Notice of any alteration or addition to the Constitution, intended to be proposed by the Executive or by a Constituent Member, shall be given in writing to the Honorary Secretary at least twenty-eight days before the same is to be proposed at any Delegates' Meeting and full particulars of any such proposed alterations or additions shall be sent out in the Notice calling the Meeting.
    2. All such proposed alterations or additions, and any amendments thereto which may be proposed and seconded shall be put to a vote at the Meeting and, provided that, on a show of hands or if demanded on a ballot, two-thirds or more of those present or represented by proxy and entitled to vote, shall vote in favour of any proposed alterations or additions or amendments, then the same shall be deemed to be carried.

 
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