Constitution and Bye Laws

Articles of Association comprising the

CONSTITUTION of the ROYAL WELSH YACHT CLUB

Adopted on 24 November 2012 to replace any previous Articles, Rules and Regulations

This Constitution was circulated in draft form to the Members of the Royal Welsh Yacht Club on 8 November 2012, incorporating some of the amendments suggested by Members of an earlier draft circulated on 14 October 2012. The draft, with a number of further amendments, was approved with immediate effect by more than a two thirds majority at the Annual General Meeting held on 24 November 2012.

New membership categories were also approved, but these will not take effect until 1 January 2014, at which point they will be incorporated in the Constitution. For ease of reference these new membership categories are summarised in the Appendix ROYAL WELSH YACHT CLUB

CONSTITUTION consisting of Articles numbered 1 – 83, and five Schedules

Name and Aims

1. The full name of the Club is “The Royal Welsh Yacht Club”, but it is shortened to “the Club” in this document.

2. The Club’s aims (which may also be called objectives) are to: • encourage yachting, rowing and other water sports • provide social and other facilities for Members and others as specified in this Constitution • foster community appreciation of the heritage of the Club and the historic premises at Porth yr Aur

Officers

3. The Club elects honorary officers and executive officers. The honorary officers are the Patron(s), the Honorary President, the Honorary Commodore and the Honorary Vice-Commodore. Honorary officers are appointed for an indefinite term at a General Meeting of the Club and are granted membership of the Club.

4. The executive officers are the Commodore, the Vice Commodore, the Rear Commodore, the Honorary Secretary, the Honorary Treasurer, the Honorary Deputy Treasurer, the Honorary Membership Secretary, the Honorary Sailing Secretary, the Honorary Rowing Secretary and the Honorary Social Secretary. The executive officers, referred to below as the “Officers”, are unpaid and, except as in Article 5, are elected every year at the Annual General Meeting (AGM) for a one- year term beginning on 1st January of the following year. All Officers are eligible for re-election, but the Flag Officers (Commodore, Vice Commodore and Rear Commodore) may not serve more than two consecutive years in the same post.

5. Any post of Flag Officer that is not filled by election at an AGM or is filled but becomes prematurely vacant for any reason may be filled by election at another General Meeting of the Club for a term of office that ends on 31st December in the year in which the vacancy occurs.

Duties of Officers

6. The Honorary Secretary, assisted by the Honorary Membership Secretary and other members of the Management Committee:

• keeps a register of the names and contact details of Club Members

• keeps all Club documents, both physical and electronic

• keeps full, approved minutes of all meetings of the Club, Management Committee and Sub Committees, signed by the relevant chairperson • maintains the insurance policies needed to protect the interests of the Club and its Members • consults the Club’s legal advisor as necessary to ensure that the Club’s affairs are managed in accordance with current law.

7. The Honorary Treasurer, assisted by the Deputy Honorary Treasurer:

• keeps the accounts necessary to give a true and fair view of the Club finances

• submits any returns required by law • arranges for the preparation by the Accountants appointed by the Club of an annual balance sheet as at the 31st August in each year for presentation at the AGM in the same year.

8. The Accountants are appointed at the AGM in each year and are required to prepare the annual balance sheet.

9. The Management Committee determines the distribution of other duties among Officers and other persons, modifying the model list of duties set out in the Fifth Schedule to this Constitution as required to make best use of the skills of, and time available to, individual Officers.

Membership

10. Membership of the Club is, on application, open to anyone who shares the Club’s aims regardless of sex, age, disability, ethnicity, nationality, sexual orientation, religion or other beliefs. Membership may however be limited according to available facilities on a non- discriminatory basis. Membership may also be refused if there is a valid reason. Valid reasons are refusal to accept the terms of the Constitution, past conduct or behaviour contrary to the Club’s aims, and any others specified or implied in the Constitution.

11. Categories and voting rights of Members are as follows:

A FULL MEMBER is a person who at the date of his or her election to the Club is 18 years of age or over. A Full Member is entitled to attend and to exercise one vote at a General Meeting of the Club.

A FAMILY MEMBER is any member of a family unit that consists of a person who at his or her election to the Club is 18 years or over, his or her spouse or co- habiting partner if any, and any child of such person who on the 1st day of January in the relevant year of subscription is under the age of 18 years or is under the age of 25 years and is undergoing full-time educational instruction or apprenticeship. Only one adult member of this family unit is entitled to speak and vote at a General Meeting of the Club.

A CADET MEMBER is a person who at the date of his or her election to the Club and on the 1st day of January of each relevant year of subscription is under the age of 18 years or is under the age of 25 years and is undergoing full-time educational instruction or apprenticeship and is not otherwise elected as a Full Member or as a Family Member. Cadet Members are not entitled to attend or to vote at a General Meeting of the Club.

AN HONORARY MEMBER is defined in Article 53 and is not entitled to vote.

TEMPORARY MEMBERS are defined in Article 29 and Article 30 below and are not entitled to vote. A SOCIAL MEMBER is entitled to use the Social facilities of the Club but is subject to the following restrictions:

• a SocialMember must either reside within 25 miles of the Royal Town of Caernarfon or be a member of a group or society which shall have its headquarters within 25 miles of the said Royal Town

• a Social Member is not entitled to vote at a General Meeting and is not entitled to privileges of the Club relating to the wearing of the Club’s insignia upon any vessel

• the number of Social Members must not exceed 33 per cent of the total membership of the Club

• a Social Member may be a boat owner provided that the craft does not have an overall length of more than twelve feet

• a Social Member may not use a boat owned by the Club except during taster sessions on up to two occasions, or pending an application for Full Adult or Family membership.

A FAMILY SOCIAL MEMBER is subject to the same conditions as a SOCIAL MEMBER.

AN OVERSEAS MEMBER has a principal residence outside the United Kingdom of Great Britain and Northern Ireland or does not stay within the United Kingdom for longer than a total of ninety days in any relevant year. An Overseas Member is not entitled to vote at any meeting of the Club.

12. The joining and subscription fees for each category of membership are proposed by the Management Committee for consideration at the AGM in each year and are kept as low as possible to prevent their becoming a major obstacle to participation. Proposed changes must be approved by a majority of those present who are entitled to vote and take effect on the 1st January in the second year following.

13. A Member other than an Honorary Member must pay the joining fee and his or her first annual subscription upon election to the Club and thereafter on the 1st January in each year. A Member elected on or after the 1st July in any year pays half the annual subscription applicable for that year and a Member elected on or after the 1st November in any year is not required to pay any subscription in respect of the year of election but, on election, must pay the joining fee and the annual subscription in respect of the following year. Subscription and joining fees for Overseas Members are set at half the corresponding fees for Full Members.

14. Every Member must provide the Honorary Membership Secretary with up-to-date contact details including postal address and, if available, telephone number and email address, which shall be recorded in the Register of Members.

15. Membership of the Club will be deemed to constitute consent to the holding of relevant personal data for the purposes of the Data Protection Acts.

16. An application for membership must be on the form prescribed by the Management Committee and may be accompanied by a short letter signed by the Proposer.

17. A candidate for membership (except Honorary Members) must be proposed and seconded by Full Members or adult Family Members of at least three years’ standing.

18. An application for membership must be accompanied by a cheque or money order payable to “The Royal Welsh Yacht Club” covering the joining fee and subscription payable and by a valid standing order or direct debit instruction for future subscriptions. 19. An applicant for membership becomes eligible for election when the relevant details (name and home town of the applicant and the names of his or her Proposer and Seconder) have been displayed in the Club Premises for fourteen days. The Management Committee decides by a simple majority vote whether to elect eligible candidates. The Honorary Secretary or Honorary Membership Secretary informs each Candidate in writing of the Candidate’s election or non-election. It is extremely rare for an application to be unsuccessful for any reasons other than an incomplete application form or non-receipt of the relevant fees and standing order. Appeal against refusal to elect may be made in writing to the Honorary Secretary who must present it to the Members at the next General Meeting of the Club.

20. A Member wishing to retire from membership who gives notice in writing to the Honorary Secretary before the last day of November will not then be liable to pay the subscription for the following year. On re-application by a past Member the Management Committee may at its discretion excuse the payment of a joining fee.

21. The Management Committee may cancel the membership of any Member whose annual subscription is more than three months in arrears. The Committee may also re-instate such member upon payment of such arrears. A Member whose annual subscription is more than five weeks in arrears is not permitted to use the Club Premises or enter into any Club event or regatta or vote at any meeting.

Conduct of Members

22. Every Member is assumed to have read, and to have agreed to comply with, the Constitution and Byelaws of the Club. Neglect or refusal to comply with the Constitution or any conduct that, in the opinion of the Management Committee, is either unworthy of a Member or injurious to the interests of the Club renders the Member liable to expulsion by the Management Committee. Before expelling a Member the Management Committee must give him or her an opportunity to explain his or her behaviour or to resign. A resolution to expel a Member is carried by a simple majority vote by the members of the Management Committee present and eligible to vote on the resolution.

23. A Member must not damage any property of the Club or, without authorisation from the Management Committee, remove or destroy any property of the Club, and must repair, replace or pay for such damage or property if called upon to do so by the Management Committee.

24. It is the duty of every Member undertaking business on behalf of the Club to submit a written record of that business on paper or by email to the Honorary Secretary.

25. No Member may place any kind of communication on the Club notice board or anywhere else on the Club premises without permission of the Commodore or the Honorary Secretary.

26. Any complaint of any nature relating to the Management of the Club or otherwise relating to the Club Premises shall be addressed in writing to the Honorary Secretary. Under no circumstances should a Member reprimand or be abusive to an employee of the Club.

Visitors

27. Except as allowed by Article 28 below, Members should enter into a Visitors Book the name and address of every guest whom such Member brings to the Club Premises. A Member may introduce no more than six guests to the Club Premises on any one day. The same guest may not be introduced to the Club Premises more than twice in any calendar month unless the guest has applied for membership of the Club and is awaiting the outcome, or unless the introduction of the guest has otherwise been sanctioned by the Management Committee. A Member who introduces a guest to the Club Premises must remain in the company of the guest while he or she is on the Club premises and is responsible for ensuring that the guest does not infringe the Constitution. A person who has resigned as a Member of the Club may be admitted as a guest. A former Member whose membership has been cancelled or who has been expelled under the provisions of Articles 21 and 22 and a person whose application for membership has been rejected may not be introduced to the Club Premises as a guest and may not make use of the facilities of the Club under the provisions of Articles 29 and 30 without the permission of the Management Committee.

28. Visitors who are members of a group from a bona fide organisation whose visit has been approved in advance by the Management Committee may be introduced to the Club premises as a group by a Member, who must enter into a visitors book the name of the visiting organisation and the name and address of a responsible representative of that organisation.

29. A member of any club recognised by the Royal Yachting Association and the skipper and crew members of a visiting yacht lying in the Port of Caernarfon may be authorised to use the premises of the Club by any member of the Management Committee for a period not exceeding 21 days in any calendar year.

30. A person who is a competitor or crew member in any race sponsored by or on behalf of the Club is entitled to the use of the Club premises within a period of 24 hours before and after the race.

31. The Honorary Secretary or any other person who has received the authority of two members of the Management Committee may expel temporarily or permanently any person who has the right to the use of the Club premises only under Article 29 or Article 30 above.

32. A member of any club with which formal reciprocal membership rights have been agreed under the terms of Article 55 is entitled to use the facilities of the Club in the same way as an Honorary Member.

Limitation of Club liability

33. References to the Club in this Article (33) mean each and every individual member of the Club. Members, guests and visitors are bound by the following Article which shall also be exhibited in a prominent place in the Club premises: “Members of the Club, guests and visitors use the Club premises and other facilities of the Club entirely at their own risk and impliedly accept that: “the Club will not accept any liability for any damage to or loss of property belonging to Members, guests or visitors to the Club; “the Club will not accept any liability for personal injury arising out of the use of the Club premises or any other Club facilities, whether sustained by Members, their guests or visitors, or caused by the Members, guests or visitors, whether or not such damage or injury could have been attributed to or was occasioned by the neglect default or negligence of any of them, the Officers, the Management Committee, or employees of the Club.”

Management Committee

34. The Management Committee shall consist of the Officers and not less than four nor more than eight Full Members or adult Family Members and not more than two Social Members elected at the AGM.

35. The members of the Management Committee (other than the Officers, see Article 4 and Article 5) so elected shall hold office from the 1st day of January in the year following election for a term of three years. To ensure continuity, at least three places must be available at each AGM for the election of members of the Management Committee (other than the Officers). Where insufficient vacancies are created by end of three-year-term retirements, members of the Management Committee must retire to create such vacancies in order of election, by which the longest serving member retires first. In the case of equal length of service and in the absence of agreement between the members concerned, the order of retirement will be determined by lot.

36. If any Officer of the Club or member of the Club’s Management Committee is absent, for any reason other than illness, from six or more meetings of the Management Committee in any calendar year, then that person shall be deemed to have resigned from office and/or from the Management Committee.

37. Any Full Member or adult Family Member may stand for election as any Officer or as a member of the Management Committee provided that his or her nomination is, with consent, proposed and seconded in writing by Full or adult Family Members of the Club and is submitted to the Honorary Secretary at least 15 days before the date of the Annual General Meeting in each year. An Officer or member of the Management Committee who is retiring at the end of their elected term or who is required to retire under Article 35 is also eligible to stand for election, except as detailed in Article 4. A Social Member of the Club may stand for election as Social Member of the Committee or as Honorary Social Secretary, subject to the same nomination procedure. Such nominations together with the names of the Proposer and Seconder must be posted in the Club Premises at least 14 days prior to the date of the Annual General Meeting.

38. If a vacancy occurs as a result of the death, resignation or expulsion of an elected member of the Management Committee other than a Flag Officer, the Management Committee may co-opt a Full Member or adult Family Member (or Social Member if eligible under Article 37 above) to fill such a vacancy until the next following General Meeting. Co-opted members are not entitled to vote.

39. A retiring Commodore serves as a member of the Management Committee for the year immediately following his or her retirement.

40. The Management Committee meets at the Club Premises at least once every two months, and makes its own arrangements for the conduct and holding of such meetings. The meetings are chaired by the Commodore or, in his or her absence, by another Flag Officer in order of seniority (the first choice being the Vice Commodore) or, in the absence of all Flag Officers, by a Committee member elected by those present.

41. Voting is by a show of hands. The Chair is entitled to vote only in the event of equality of votes.

42. Five members form a quorum at any meeting of the Management Committee.

Powers of the Management Committee

43. The Management Committee must manage the affairs of the Club according to the Constitution of the Club and must ensure that the funds of the Club are applied solely to the aims of the Club or for a charitable purpose under the terms of Article 44. The Management Committee must ensure that the property and funds of the Club will not be used for the direct or indirect private benefit of Members other than as reasonably allowed by the Constitution.

44. The Management Committee may permit the use of Club premises for up to twelve events in any year for benevolent or charitable purposes. The Management Committee may also apply other Club resources and funds to a benevolent or charitable purpose nominated by the Members of the Club in a General Meeting.

45. The Management Committee has the power to make Byelaws as the occasion arises. Any such Byelaw must be exhibited in the Club Premises for a period of 14 days before the date of implementation. The Byelaw will remain in force until approved or set aside by a vote at a General Meeting of the Club.

46. The Management Committee may appoint sub- committees as required and may delegate any necessary powers to the sub-committees on terms and conditions deemed expedient or required by the law. Sub-committees will consist of members of the Management Committee or of the Club whom the Management Committee considers suitable. Officers of the Club are ex officio members of all such sub- committees.

47. A member of the Management Committee or of a sub-committee or any Officer transacting business for the Club must disclose to third parties that he or she is acting on behalf of the Club.

48. The Management Committee or any person or sub- committee delegated by the Management Committee to act as an agent for the Club or its Members may enter into contracts only so far as expressly authorised or authorised by implication by the Members.

49. No one shall, without the express authority of the membership in a General Meeting, borrow money or incur debts on behalf of the Club or its membership.

50. The Management Committee or any person or sub- committee delegated by the Management Committee to act as an agent for the Club may, subject to the provisions of Articles 48 and 49, apply for grants, solicit donations and sponsorship and/or otherwise raise funds for Club amenities, services and training courses, the maintenance and repair of property held in trust for the benefit of the Club, and the purchase of property to be held in trust for the benefit of the Club under Article 78 below.

51. In pursuance of the authority vested in the Management Committee by Members of the Club, the Officers and members of the Management Committee are entitled to be indemnified by the Members of the Club against any liabilities properly incurred by them, or any one of them, in the course of activities that have been duly authorised by the Club, or that could be assumed to be of a duly authorised nature and entered into on behalf of the Club. The limit of an individual Member’s indemnity in this respect shall be a sum equal to one year’s subscription at the then current rate for that category of membership unless the Management Committee has been authorised to exceed such limit by a General Meeting of the Club.

52. The Committee shall seek to ensure that the following clause is incorporated in every contract, lease, licence or other agreement entered into by the Committee or Trustees of the Club, as appropriate. “The liability of the [Committee/Trustees] for the performance of any contractual or other obligation undertaken by them on behalf of the Club shall be limited to the assets of the Club.”

53. The Management Committee may nominate Members or non-members as Honorary Officers or as Honorary Members for election at a General Meeting provided that such election does not increase the total number of Honorary Members above five per cent of the total number of Members. Election of Honorary Officers and Honorary Members requires votes in favour by at least two thirds of the valid votes cast by those present or by post.

54. The Management Committee has the power to create one or more Squadrons of the Club comprising only Full Members and/or Family Members of the Club who are not ordinarily resident in or within a radius of 100 miles of the Royal Town of Caernarfon and to approve Rules for the composition and regulation of any such Squadron including the provision of representation of such Squadron on the Management Committee. The Rules for the composition and regulation of such Squadron approved in the Management Committee to date are listed in the Fourth Schedule to this Constitution.

55. The Management Committee has the power to agree reciprocal arrangements with any other club with similar aims for the use of each other’s facilities under Article 31. Clubs with which such arrangements are agreed are specified in the Byelaws.

Meetings of the Club

56. An Annual General Meeting of the Club will be held in the Club Premises at Caernarfon each year in the months of November or December on a date to be fixed and published by the Management Committee on or before the last day of August each year.

57. No business except the passing of the Accounts, the election of the Officers and members of the Management Committee, the appointment of Accountants and any other business that the Management Committee may order to be inserted in the notice convening the meeting may be discussed at any Annual General Meeting unless a Member entitled to vote has submitted, at least 42 days before the date fixed for the Annual General Meeting, written notice of a desire to discuss any further business to the Honorary Secretary, stating in clear language the precise nature of such further business.

58. The Management Committee may at any time call a General Meeting of the Club to be held in the Club Premises at Caernarfon for any special business, the nature of which is to be stated in the notice convening the Meeting. The discussion at such Meeting will be confined to the business stated in the notice of the Meeting sent to the Members.

59. The Management Committee must similarly call a General Meeting of the Club to be held in the Club Premises at Caernarfon upon a written request addressed to the Honorary Secretary and signed by at least 20 Members. The written request must state in clear language the precise nature of the business desired to be discussed at such Meeting, and the discussion at such Meeting will be confined to the business stated in the written request.

60. At least 28 days before the date of any Annual General Meeting or other General Meeting of the Club the Honorary Secretary shall:

• Cause to be posted in a prominent position in the Club Premises at Caernarfon notice in writing stating the date and time of such Meeting together with a description of all business to be discussed; and

• Cause to be delivered to each Member notice in writing stating the date and time of such Meeting together with a description of all business to be discussed and a postal voting slip. The said notice and postal voting slip will be deemed to have been so delivered to a particular member if, at least 28 days before the date of such Meeting, the Honorary Secretary has arranged for the notice and postal voting slip to be delivered to a reputable postal service in an envelope duly prepaid and addressed to such Member at the address supplied by such Member in accordance with the provisions of Article 14 of this Constitution.

61. The Chair at each General Meeting of the Club will be taken by the Commodore or other Flag Officer present according to seniority or, in their absence, by a Member elected by those present.

62. Fifteen Members entitled to vote and personally present shall form a quorum at any General Meeting of the Club.

63. Only Full Members and adult Family Members (subject to entitlement specified in Article 11) may vote at any General Meeting of the Club. Other Members (except Cadet Members) are entitled to attend and to speak but are not entitled to vote.

64. Voting at every General Meeting of the Club will be by show of hands of those entitled to vote counted together with valid postal votes as defined in Article 65 with the exception of the election of Officers and members of the Management Committee, which shall be by ballot as set out in Articles 68, 69 and 70.

65. A postal vote is judged valid if it is submitted on the relevant original voting slip, is signed by the Full Member or adult Family Member to whom the voting slip was addressed, and is received by the independent counting organisation appointed by the Management Committee at least 14 days before the date of the General Meeting.

66. A Member who has submitted a valid postal vote for any ballot at a General Meeting may attend the General Meeting but is not entitled to vote in that ballot.

67. The Chair is not entitled to a vote, except in the event of equality of votes, on any matter other than the election of Officers and members of the Management Committee, in which event he or she is entitled to a single vote.

68. If the number of candidates duly proposed and seconded for the post of any Officer or for membership of the Management Committee exceeds the number of vacancies to be filled, then the election for such post will be by a ballot.

69. If the number of candidates for election is equal to or less than the number of vacancies to be filled, then a candidate is deemed elected if he or she obtains votes in favour from at least two thirds of those present and entitled to vote.

70. In the event that the ballot fails to determine the Officers and members of the Management Committee because of an equality of votes, the candidate or candidates to be elected from those having an equal number of votes will be determined by lot.

71. On any resolution properly put to any Meeting of the Club relating to the creation, repeal or amendment of any Article or Byelaw of the Club, such Article or Byelaw may not be created, repealed or amended except by majority vote of at least two thirds of the valid votes cast by those present or by post, provided that no resolution may alter the provisions for dissolution of the Club set out in Article 83.

Purchase & Supply of Excisable Goods

72. The purchase for the Club of excisable goods and the supply of the goods on Club Premises must remain exclusively under the control of the Management Committee or of a special sub-committee appointed by the Management Committee. Intoxicating liquor may be sold for consumption on the Club Premises only to persons above the age of 18 years who are entitled to the use of the Club Premises in accordance with the Constitution. No Cadet Member or Family Member under the age of 18 years may purchase or attempt to purchase intoxicating liquor within the Club Premises.

73. The opening hours of the Club bar will be set by the Management Committee in accordance with the requirements of the licensing authorities and must be prominently exhibited in the Club premises.

74. No person may take any commission, percentage or other benefit or payment in connection with the purchase of excisable goods for the Club.

75. Any profit deriving from the sale of such goods for the benefit of the Club is to be retained or used for the purposes outlined in Article 50 above.

76. Proper accounts of all purchases and receipts must be kept and presented at the Annual General Meeting in each year and such information as the Honorary Secretary or Accountants may require must be provided to enable any statutory return or statement and the payment of excise or other duty or tax to be made.

Trustees

77. There shall be at least three Trustees of the Club who will be appointed as necessary by the Management Committee of the Club from among Full Members or adult Family Members or Honorary Members of the Club who are willing to be so appointed. A Trustee will hold office during his or her lifetime or until he or she resigns by notice in writing to the Management Committee or until a resolution removing him or her from office is passed at a meeting of the Management Committee by a majority comprising two thirds of the Members present and entitled to vote.

78. All property of the Club including land and investments shall be held by the current Trustees in their own names so far as is necessary and practicable on trust for the use and benefit of the Club. On the death, resignation or removal from office of a Trustee the Management Committee shall nominate a new Trustee and shall as soon as possible thereafter take all lawful and practicable steps to procure the vesting of all Club Property into the names of the Trustees as constituted after such nomination. For the purpose of giving effect to any such nomination, the Honorary Secretary, or in his or her absence a Flag Officer, is hereby nominated as the person to appoint new Trustees of the Club within the meaning of Section 36 of the Trustee Act 1925 and he or she shall by Deed duly appoint the person or persons so nominated by the Committee.

79. The Trustees will in all respects act in regard to any property of the Club held by them in accordance with the directions of the Management Committee and have power to sell, lease, mortgage or pledge any Club Property so held for the purpose of raising or borrowing money for the benefit of the Club in compliance with the directions given to them by the Management Committee as the occasion arises (which shall be duly recorded in the minutes of the proceedings of the Management Committee) but no purchaser, lessee or mortgagee shall be entitled to enquire whether any such direction has been given.

80. The Trustees will be effectually indemnified by the Committee out of the assets of the Club from and against any liability, costs, expenses and payments whatsoever which may properly be incurred or made by them in the exercise of their duties or in relation to any property of the Club vested in them, or in relation to any legal proceedings, or which otherwise relate directly or indirectly to the performance of the functions of a Trustee of the Club.

Club Flags and Admiralty Warrants

81. Every Member shall at all times observe the Articles detailed in the Second Schedule of this Constitution (85).

Byelaws

82. The Byelaws of the Club consist of those laid down in the Third Schedule to this Constitution or Byelaws as subsequently amended by the Members of the Club in a General Meeting or the Management Committee and displayed in a conspicuous position in the Club premises.

Dissolution of the Club

83. In the event of the winding-up or dissolution of the Club, any property whatsoever that remains after the satisfaction of all debts and liabilities may not be paid to or distributed amongst the Members of the Club but must be given or transferred to some other institution or institutions having aims or objects similar to those of the Club. The institution or institutions are to be determined by the Members of the Club by Resolution passed at a General Meeting at or before the time of the dissolution. If no such institution or institutions can be determined, the remaining property is to be given to some charitable object or objects.

First Schedule

84. CLUB FLAG AND INSIGNIA

The Club Flag is the Blue Ensign with the Crown and the Plume in the fly and the Club Burgee is blue with the Crown and Plume, in accordance to the Admiralty Warrant dated the fifth day of May 1847, the hoist to be two thirds of the length. The Commodore’s Pennant bears the device of the Club with Swallow Tail. The Vice Commodore’s the same, with the addition of one white ball in the upper corner next to the hoist, and Rear Commodore’s the same, but with the addition of two white balls. Past Commodores shall fly the device of the Club on a square blue flag.

Second Schedule 85.

CONDITIONS GOVERNING THE ISSUE OF PERMITS FOR THE FLYING OF SPECIAL ENSIGNS The relevant Conditions may be obtained on request from the Honorary Secretary.

Third Schedule 86.

BYELAWS (1-7: approved at the Management Committee Meeting held on 26th October 2012; 8 & 9 approved at the Management Committee Meeting held on 25 January 2013.)

(1) The Management Committee has established the following sub-committees:

• the House Committee, which is to be chaired by a Flag Officer, and which is empowered to arrange the purchase and supply of excisable goods under the provisions of Article 72. The House Committee also makes recommendations to the Management Committee on the management and maintenance of Club premises

• the Sailing Committee, which is to be chaired by the Honorary Sailing Secretary or a Flag Officer, and which is empowered to make arrangements for races, regattas and cruises in company, and to appoint a Cruise Captain, a Race Officer and a Safety officer

• the Rowing Committee, which is to be chaired by the Honorary Rowing Secretary or a Flag Officer, and which makes the necessary arrangements for the transport, storage, maintenance and operation of the Club’s rowing boats, subject to approval by the Management Committee for any expenditure that may be necessary.

(2) Approved minutes of the proceedings of Management Committee meetings, excepting those proceedings regarding disciplinary, employment or other matters that the Management Committee decides to hold in camera, will be posted in the Club premises and made available by email to any Member who requests them.

(3) The Club will by payment of the necessary subscription and other such measures as are required to maintain affiliation with the Royal Yachting Association.

(4) The Club will by payment of the necessary subscription and other such measures as are required maintain affiliation with the Welsh Sea Rowing Association.

(5) The Management Committee has agreed reciprocal arrangements with the Royal Lymington Yacht Club for the use or each other’s facilities under Articles 31 and 55.

(6) A diary of events to be held in Club premises will be kept in the Club. Bookings may be approved by the Management Committee or, if no meeting of the Management Committee is to be held in time for the booking, by at least two Members of the Management Committee including the Chairman of the House Committee and either another Flag Officer or the Honorary Secretary or the Honorary Social Secretary or the Honorary Treasurer.

(7) The Management Committee will appoint a Welfare Officer to assist with the safeguarding and protecting of children, young people and vulnerable adults using Club facilities or taking part in Club activities. The Welfare Officer is empowered to implement Club policy on criminal records disclosures and self-disclosures and, where he or she considers it necessary, to refer any concerns to the appropriate agency.

(8) The Management Committee is responsible for adding the retiring Commodores name to the Commodores’ Name Board. (9) The RWYC database must only be used for the circulation of official club business under the direction of the Honorary Secretary.

Fourth Schedule

87. RULES RELATING TO SQUADRONS

(These rules were approved by the Management Committee on 31st October 1997. Rule (5) was amended by the Management Committee on 22nd February 2013.)

(1) Any such Squadron (hereinafter called “the Squadron”) shall conduct its affairs principally in a place or area to be designated from time to time by the Management Committee of the Royal Welsh Yacht Club (hereinafter called “the Club”).

(2) Members for the time being of the Squadron shall observe the Rules and Regulations of the Club and any further Rules and Regulations relating to the Squadron as the Management Committee shall from time to time approve.

(3) The Members of a Squadron shall be entitled to appoint from their own number subject to ratification by the Management Committee of the Club, officers of the Squadron designated as follows: Captain of the Squadron, Vice-Captain, Honorary Secretary and Honorary Honorary Treasurer, to be elected from time to time by the members for the time being of the Squadron.

(4) The Members of a Squadron shall pay to the Club the appropriate Subscription fixed by the Club for a Full Member or Family Member, but the Honorary Treasurer for the time being of the Squadron shall be entitled to request from the Honorary Treasurer of the Club payment from the Club of a sum or sums for the proper expenditure of the Squadron provided that such sum or sums shall not in any calendar year exceed one tenth part of the total annual subscriptions of the Members of the Squadron in that year.

(5) The Members of the Squadron shall be entitled to the representation on the Management Committee of a Member of the Squadron, who shall not be entitled to vote. Such Member shall be nominated by the Captain of the Squadron for each particular meeting of the Management Committee.

(6) The Management Committee of the Club shall designate a Flag Officer to be responsible for liaison between the Club and any Squadron of the Club and such Flag Officer shall be an ex-officio Officer of that Squadron.

Fifth Schedule

88. MODEL LIST OF DUTIES OF OFFICERS (OTHER THAN THOSE DEFINED IN THE ARTICLES OF THE CONSTITUTION)

The Commodore leads the Club, and ensures the overall efficient functioning of the Club in accordance with the wishes of the general membership. The Commodore should seek to ensure that the Management Committee is capable of carrying out the functions defined in the Constitution and otherwise furthering the interests of the Club. Although the Members elect the Officers and members of the Management Committee, the Commodore should encourage appropriate Members to put themselves forward for election. The Commodore normally represents the Club at outside events.

The Vice Commodore acts as the general deputy to the Commodore in general management, and is normally given the specific task of overseeing the Club’s sporting activities with the assistance of the Honorary Sailing Secretary, the Honorary Rowing Secretary and the Cruise Captain (the last of which is appointed by the Management Committee). However, this and the Rear Commodore’s specific tasks may, with the agreement of the Management Committee, be interchanged. The Vice Commodore may also help to represent the Club at social events hosted by other clubs or organisations.

The Rear Commodore acts as the second general deputy to the Commodore and is normally given responsibility for the domestic issues in the management of the Club, such as the bar and the employment of domestic staff, and for overseeing the Club’s social activities in collaboration with the Honorary Social Secretary.

The Honorary Treasurer, assisted by the Deputy Honorary Treasurer, oversees the financial affairs of the Club, takes charge of any monies received from the bar, catering, fund-raising etc; settles accounts; arranges for the necessary insurance premiums to be paid; and, with the assistance of the Honorary Membership Secretary, collects joining and subscription fees from Members and applicants for membership.

The Honorary Secretary is the administrative hub of the Club and is responsible for ensuring compliance with licensing laws and other legal and regulatory matters. He or she deals with all the mail that is not addressed to a specific Officer and, if unable to reply, must pass the correspondence to the appropriate person. The Honorary Secretary is responsible for organising any meetings of the general membership and the Management Committee, and for writing the minutes of the meetings. With the assistance of the Honorary Membership Secretary, he or she is also responsible for maintaining a secure membership database.

The Welfare Officer advises the Management Committee on the protection of children, young people and vulnerable adults, and helps develop and implement Club welfare policy. The Welfare Officer is also the first point of contact for any person who has concerns about these issues, and may refer any such concern to Social Services and the Police on the basis of his or her own judgement, without reference to the Management Committee or other Officers.

Appendix

New membership categories to be introduced on 1 January 2014

(Approved at the Annual General Meeting held on 24 November 2012)

• FULL – category combining previous Full and Full Family. Members’ partners and children could use the Club with one vote per membership (subscription £110)

• SENIOR – a category that combines the existing Senior Full and Senior Family, for those who have achieved the age of 65 years. Members’ partners and children could use the Club with one vote per membership (subscription £55)

• SOCIAL – as previously, for members who do not own a boat as now and who do not use the Club’s rowing boats, and without voting rights, but allowing members’ partners and children to use the Club (subscription £45)

• OVERSEAS – all one category, with the existing qualification of membership and no voting rights, but allowing members and their family to use the Club when in the country (subscription set at 50% of that of Full membership)

• CADET – unchanged except in that the subscription would be set at £25

• HONORARY – as at present.