OSC Articles of Association
ARTICLES OF ASSOCIATION
COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION of the OXFORD SAILING CLUB
In these articles:
1.1 'the Act' means the Companies Act 1985 including any statutory modification or re-enactment of it for the time being in force;
1.2 'the Club' means the OXFORD SAILING CLUB;
1.3 'secretary' means the secretary of the Club or any other person appointed to perform the duties of the secretary of the Club, including a joint, assistant or deputy secretary;
1.4 unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act but excluding any statutory modification not in force when these articles become binding on the Club;
1.5 the masculine includes the feminine and, where appropriate, the singular the plural.
The Club is established for the purposes expressed in the memorandum of association.
3.1 The first members of the Club are every person who at the date of incorporation of the Club belonged to one of the classes of members described in article 3.2 below in the unincorporated Club known as the Oxford Sailing Club referred to in paragraph 3.1 of the memorandum of association. No further person shall be admitted a member of the Club unless his application for membership is approved by the Directors;
3.2 The Club shall consist of the following classes of members: Ordinary, Honorary and representatives of Affiliates;
3.3 All persons aged 18 or over who are interested in sailing shall be eligible for election as Ordinary members
4 Proposal of members
A candidate for membership shall send to the Club an application form setting out their name and address, and any other particulars the Directors shall require. Persons who are candidates for membership have no privileges whatsoever in relation to the Club or its premises unless granted temporary membership
5.1 Ordinary members shall pay an entrance and subscription fee of such a sum, upon recommendation by the Directors, as the members in General Meeting shall prescribe. The entrance fee shall cover the partners and children under 18 of new members, whether they be elected at the same time or subsequently. Such entrance fee may be waived at the discretion of the Directors.
5.2 Every application for membership must be accompanied by a remittance to cover the entrance fee (if any) and the appropriate subscription and in the event of non-election the remittance must be returned to the candidate;
5.3 Affiliates' subscriptions shall be determined by the Directors having regard to the number of boats and/or boards authorised by the Directors to be sailed on the Club's water;
5.4 No member in any year shall be entitled to exercise any rights or privileges of membership until their entrance fee and subscription for that year and all arrears (if any) are paid.
5.5 The subscription for new members elected after 30 September shall be reduced monthly by one-sixth (rounded down to the nearest pound) of the annual rate.
6 Honorary members
Upon recommendation of the Directors, the Club in general meeting may elect as Honorary Members persons who have rendered eminent service to the Club or to sailing and racing generally, provided that the total number of such Honorary members shall not at any one time exceed 7% of the total of Ordinary members. Honorary members shall have the same rights and obligations as Ordinary members but shall be exempt from the payment of entrance fees and subscriptions.
The Directors may, at their discretion, elect as an Affiliate any other sailing Club or organisation interested in sailing. An Affiliate shall pay such entrance fees and/or subscriptions as the Directors shall decide. Any member of an Affiliate shall be entitled to use the full amenities of the Club, except that they shall have no vote at any meeting of the Club, are not eligible to serve as Directors, shall not propose or second any candidate for membership, shall not cox a rescue boat until they are 16 years of age and shall not purchase or attempt to purchase intoxicating liquor on the Club's premises until they are 18 years of age. Members of Affiliates, unless they are also a member of the Club, may not use their personal boats or boards on the Club's water but instead must use the Affiliate's equipment. Each Affiliate shall nominate a person to act as its representative who shall have the full rights and obligations of an Ordinary member for all purposes, e.g. voting at a general meeting, doing race duties, etc If an Affiliate's affiliation fees exceed the amount paid by an Ordinary member for his subscription plus the boat registration fees, the said Affiliate may nominate a further representative for each such subscription plus boat registration fee represented by the affiliation fee. The total number of its representatives shall be the affiliation fee divided by the sum of ordinary subscription plus boat registration fee. Such nominations shall only be valid when the secretary has received the Affiliate's notice in writing with the name of any such representative.
8 Associates and temporary members
8.1 Associates may be elected in accordance with the byelaws but are not members. The Directors may at any time grant temporary membership for a period not exceeding 3 months and for such subscription as they may decide;
8.2 A member of any Club recognised by the Royal Yachting Association may be authorised by any Director to use Club premises. Such authorisation shall specify between which dates, not being more than 14 days apart, the said person may so use the premises.
8.3 Any person who is participating in any event sponsored or organised by the Club (and any guest they introduce) shall be temporary members of the Club and be entitled to the use of Club premises on the day of the event.
9 Election of members
9.1 Unless the Directors of the general meeting shall make other provision, the Directors may, in their absolute discretion, permit any member of the Club to retire, provided that after such retirement the number of members is not less than two;
9.2 Election of candidates to membership shall take place at a meeting of the Directors. Candidates may, and on the request of any one of the Directors shall, be elected by ballot. A simple majority of Directors shall be necessary for the election of a candidate. Temporary membership may be granted to candidates once all fees have been paid which will last until the membership election has taken place
10 Rights of members
10.1 Subject to the express provisions of these articles and to the memorandum of association, and to any byelaws made by the Directors of the Club as provided below for the time being in force, all members of the Club are entitled at all times to use all the premises and property of the Club in common, and to be supplied, at such charges as the Directors from time to time determine, with whatever meals, refreshments and things are provided by the Club for the use of its members.
10.2 Subject to the provisions of these articles every member is entitled to all the rights and subject to all the duties of a member of the Club
11 Notice of resignation
Any member wishing to resign his membership of the Club must give notice in writing of his intention to do so, addressed to the secretary and deposited at the registered office of the Club before the date in any year specified in the byelaws, failing which the member must pay the subscription for the next year.
12 Expulsion of members
12.1 Every member undertakes to comply with these articles and with any byelaws made by the Directors. Any refusal or neglect to do so, or if the conduct of any member is in the opinion of the Directors injurious to the character of the Club or objectionable in any respect, that member may be liable to suspension or expulsion by the Directors. Before expelling a member, the Directors shall call for an explanation from the member of his conduct and shall give him an opportunity of explaining himself or of resigning his membership and all sums that have been paid by the member are forfeited.
12.2 The vote on a resolution for expulsion shall only be carried if not less than three quarters of the members of the Directorspresent and entitled to vote, vote in favour of the resolution.
12.3 If any member is convicted on indictment of any criminal offence or is adjudged a bankrupt, or makes any composition or arrangement with his creditors or, being engaged in any profession, is prohibited by the disciplinary body of that profession from continuing to practice that member may cease to be a member of the Club at the discretion of the Directors.
12.4 The Secretary, or any other person who has received the authority of two Directors, may expel temporarily or permanently any guest, and the provisions of article 12.5 below shall apply
12.5 Any member expelled in accordance with these articles, or otherwise ceasing to be a member of the Club, forfeits all right to or claim upon the Club or its property or funds or any return of fees paid and remains liable for any outstanding fees or charges due from him at the date of expulsion or cessation.
13 Rights of members personal
The rights of a member as such are personal and are not transferable and cease upon his death.
14 Annual general meeting
14.1 The Club must hold a general meeting in each year as its annual general meeting in addition to any other meetings in that year, and must specify the meeting as the annual general meeting in the notices calling it.
14.2 The annual general meeting must be held in October at such time and place as the Directors appoint.
14.3 No business, except the passing of the accounts, the election of Officers and Directors, the appointment of the Auditors, the approval of any amendments to the byelaws and any business that the Directors may order to be inserted in the notice convening the Meeting, shall be discussed at such Meetings unless written notice thereof be given to the secretary four weeks prior to such Meetings
15 Extraordinary general meetings
15.1 All general meetings other than annual general meetings must be called extraordinary general meetings and discussion at such meetings will be confined to the business stated in the notice sent to members.
15.2 The Directors may, whenever they think fit, and must, on a requisition made in writing by at
least 30 members or if the total membership of the Club is less than 150 members then not less than one-fifth of the total voting rights of all the members having at the date of deposit of the requisition a right to vote at general meetings, convene an extraordinary general meeting.
15.3 Any requisition made by the members must state the object of the meeting proposed to be called, must be signed by those members making the requisition and deposited at the registered office of the Club.
15.4 On receipt of the requisition the Directors must immediately proceed to convene an extraordinary general meeting.
15.5 If the Directors do not proceed to call a meeting within eight weeks from the date of deposit of the requisition, the signatories, or any of them representing more than one-half of the total voting rights of all of them, may convene such a meeting.
16 Notice of meetings
16.1 At least 21 clear days before the date of the Annual General Meeting the secretary shall post or deliver to each member notice thereof and of the business to be brought forward thereat. The notice may be delivered electronically provided that the member has agreed to receive such communications by this method and has provided the necessary contact information.
16.2 Notice of any alterations or additions to the articles intended to be proposed by a member or the Club shall be given to the secretary in writing five weeks before the date of the Annual General Meeting or an Extraordinary General Meeting, and full particulars of any such proposed alterations or additions shall be set out in the notice convening the meeting.
16.3 Accidental omission to give notice of any meeting to or non-receipt of such notice by any member does not invalidate the proceedings at that meeting.
17.1 No business may be transacted at any general meeting unless a quorum is present.
17.2 Save as otherwise provided in these articles, eight members personally present is a quorum.
17.3 If within half an hour from the time appointed for the meeting a quorum of members is not present, or, if during a meeting such a quorum ceases to be present:
17.3.1 if the meeting was convened on the requisition of members, it must be dissolved;
17.3.2 in any other case the meeting stands adjourned to the same day in the next week at the same time and place or to such time and place as the Directors may determine and, if at the adjourned meeting a quorum of members is not present within half an hour of the time appointed for the meeting, the members present may form a quorum.
18.1 The Commodore, or in his absence, some other member nominated by the Directors, must preside as chairman at every general meeting of the Club.
18.2 If there is no such chairman, or, if at any meeting he is not present within 15 minutes of the time of holding the meeting, the Directors present may elect one of their number to be chairman of the meeting and if there is only one Director present and willing to act, he shall be chairman
18.3 If there is no Director present, then the members may elect any one of their number to be chairman of the meeting.
19.1 The chairman may, with the consent of a meeting at which a quorum is present (and must if so directed by the meeting), adjourn the meeting from time to time and from place to place.
19.2 No business may be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.
19.3 When a meeting is adjourned for fourteen days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
20 Passing of resolutions
20.1 At any general meeting:
20.1.1 a declaration by the chairman that a resolution has been carried, or carried unanimously, or carried by a particular majority, or lost, or not carried by a particular majority, and
20.1.2 an entry to that effect in the book of proceedings of the Club are conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution, unless a poll is demanded by the chairman or by at least two members having the right to vote at the meeting.
20.2 If a poll is demanded in the above manner, it must be taken in such manner as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the results of the poll. The result of the poll is deemed to be the resolution of the meeting at which the poll was demanded.
20.3 The demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the chairman. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made.
21 Voting rights
21.1 Every member of the Club may attend general meetings of the Club and shall have one vote. Each representative of an Affiliate shall have one vote provided that the Affiliate has given notice in accordance with article 7 at least 30 days before the meeting.
21.2 No member may vote at any meeting unless all the money then due from him to the Club has been paid.
21.3 In case of equality of votes, the chairman may have a second or casting vote.
21.4 If the Directors decide to conduct a postal ballot, ballot papers shall be sent to all members who would be entitled to vote at a general meeting. The ballot papers may be sent electronically provided that the member has agreed to receive such communications by this method and has provided the necessary contact information.
21.5 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
22.1 The Directors of the Club are the Officers and not more than four other members of the Club elected as provided in these articles
22.2 The first directors shall be those Officers and other members of the General Committee elected at the last Annual General Meeting of the unincorporated club.
22.3 Five Directors are a quorum at a Directors' meeting.
22.4 The Commodore shall be the chairman who in case of equality of votes may have a casting vote, being an additional vote.
23.1 The Officers of the Club are the Commodore, Vice-Commodore, Rear Commodore, Honorary Secretary, Sailing Secretary, Treasurer, Bosun, House Manager, Cellarer, Harbour Master, Affiliate Representative and Windsurf Secretary, all of whom must be members of the Club.
24.1 No Director or Officer of the Club, may receive any remuneration for his services in the capacity of Director or Officer but nothing contained in these articles is to prohibit payment by the Club of all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or otherwise in connection with the discharge of their duties;
24.2 Except to the extent permitted under the memorandum, no Director shall take or hold any interest in property belonging to the Club.
24.3 A Director or Officer of the Club may have his membership fee reimbursed for the membership year following that in which he was elected if he so requests.
25 Age limits
There is no age limit for Directors and accordingly Section 293(2)-(6) of the Act does not apply to the Club.
26 Retirement of Directors and Officers
26.1 At every annual general meeting of the Club, the Officers and other Directors of the Club must retire from office.
26.2 The Officers and other retiring Directors are eligible for re-election at the same or any other general meeting of the Club except that the Commodore shall not be eligible at the conclusion of his fifth consecutive year in that office.
27 Election of Officers
Subject as provided above, the election of Officers and other Directors of the Club, must take place in the following manner:
27.1 No candidate for election to any office (other than the retiring Officers) shall be proposed unless the name of such candidate and of their proposer and seconder, who shall also confirm that the candidate is willing to serve, shall have been sent to the Secretary in writing not less than 7 days before the Annual General meeting.;
27.2 Candidates for election as Director shall be those Directors who offer themselves for re-election (pursuant to the requirements of article 26.2) and such other eligible members of the Club whose nominations, duly proposed and seconded by members of the Club in writing, shall have been sent to the secretary, together with confirmation of the candidate's willingness to serve, not less than 7 days before the Annual general meeting. If the number of candidates duly proposed and seconded exceeds the number of vacancies to be filled the election shall be by ballot.
27.3 If insufficient candidates are nominated, the Directors may elect a member or members to fill the remaining vacancy or vacancies.
27.4 No person may be appointed as a Director:
27.4.1 unless he has attained the age of 18 years; or
27.4.2 in circumstances such that, had he already been a Director, he would have been disqualified from acting under the provisions of article 29
28 Casual vacancies
28.1 All casual vacancies arising amongst the Directors or Officers of the Club may be filled by the Directors.
29.2 Any Director or any Officer appointed to fill a casual vacancy must retire at the following annual general meeting.
29 Removal of Directors
The office of a Director is vacated if:
29.1 his membership of the Club is terminated in accordance with article 12.3 or he ceases to be a Director by virtue of any provision in the Act or is disqualified from acting as a Director by virtue of section 45 of the Act (or any statutory re-enactment or modification of that provision);
29.2 he becomes incapable by reason of mental disorder, illness or injury of managing and administering his own affairs;
29.3 absents himself from meetings of the Directors for a continuous period of six calendar months without special leave of absence from the other Directors;
29.4 he gives the Directors one calendar month's notice in writing that he resigns his office (but only if at least one Director and secretary will remain in office when the notice of resignation is to take effect; or
29.5he is removed by extraordinary resolution passed at a general meeting of the Club.
30.1 Subject to the provisions of the Act, the secretary shall be appointed by the Directors for such term, at such remuneration and upon such conditions as they may think fit, and any secretary so appointed may be removed by them.
30.2 The secretary will be responsible for ensuring that the requirements of the Act in respect of the company books and returns to the Registrar of Companies are fully met.
31.1 The Directors of the Club must ensure that proper books of account are kept in respect of:
31.1.1 all sums of money received and expended by the Club and the matters in respect of which the receipts and expenditure take place and
31.1.2 the assets and liabilities of the Club.
31.2 The books of account must be kept at the registered office of the Club, or at such other place or places as the Directors think fit, and must always be open to the inspection of the Directors.
31.3 The Directors must from time to time determine whether, and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Club, or any of them, are to be open to the inspection of members of the Club who are not Directors.
32 Presentation of accounts
32.1 Once at least in every year the Directors must lay before the Club in general meeting an account of income and expenditure for the period since the preceding account.
32.2 A balance sheet must be made out in every year and laid before the Club in general meeting, made up to a date not more than seven months before such meeting.
32.3 A copy of the balance sheet must be sent to, or made available to, the persons entitled to receive notices of general meetings in the manner in which notices are to be given under these articles 21 days prior to the meeting.
32.4 Every account and balance sheet must be accompanied by a report of the Directors and the account, report and balance sheet must be signed by two Directors and countersigned by the secretary.
33 Powers of Directors
33.1 The Directors of the Club may exercise all powers that may be exercised by the Club and do anything that may be done by the Club, except where under these articles or any statute for the time being in force the power must be exercised or the thing be done by the Club in general meeting.
33.2 The Directors may act notwithstanding vacancies but if the number of Directors is less than the number fixed as the quorum the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting.
33.3 The Directors of the Club may issue debentures, debenture stock, bonds, or obligations of the Club at any time, in any form or manner, and for any amount, and may raise or borrow for the purposes of the Club any sum or sums of money either upon mortgage or charge of all or any of the property of the Club, whether present or future, or on bonds or debentures secured by trust deed or otherwise or not secured as they may think fit.
34.1 The Directors of the Club may from time to time make, alter and repeal any byelaws they consider necessary or expedient or convenient for the proper conduct and management of the Club.
34.2 The Directors must adopt whatever means they consider sufficient to bring all byelaws, alterations and repeals to the notice of the members of the Club.
34.3 All byelaws, so long as they are in force, are binding on all members of the Club.
34.4 No byelaws may be inconsistent with, or affect or repeal anything contained in, the memorandum or articles of association of the Club, or be in breach of any statutory provision.
34.5 The Directors shall submit any amendments to the byelaws to the members for approval at the following Annual General Meeting.
An auditor must be appointed if deemed necessary to comply with company laws in force. If no Auditor is required by statute then the directors should take reasonable steps to have the Accounts verified by a suitably experienced Accountant.
If the Club is wound up, whether voluntarily or otherwise, and after all its debts and liabilities have been satisfied there remains any assets, such assets shall not be paid to or distributed among the members of the Club, but shall be given or transferred to some other Club or Clubs chosen by the members at or before the time of dissolution and if that cannot be done then to some charitable object chosen by the members at or before the time of dissolution. Provided that such other Club or Clubs shall have objects similar to those objects contained in the Memorandum and whose articles prohibit any distribution of its assets to its members.
37.1 Any notice to be given to or by any person pursuant to the articles shall be in writing except that a notice calling a meeting of Directors need not be in writing.
37.2 Notice may be given by the Club to any member personally, by sending it by post in a prepaid envelope addressed to the member at his registered address or by posting it in a conspicuous place in the Club room of the Club. A member whose registered address is not within the United Kingdom and who gives to the Club an address within the United Kingdom at which notices may be given to him shall be entitled to receive any notice from the Club.
37.3 A member present in person at any meeting of the Club shall be deemed to have received notice of the meeting, and, where necessary, of the purposes for which it was called.
37.4 Where a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and is deemed to have been effected at the expiration of 48 hours after the envelope containing it was posted.
Subject to the provisions of the Act every Director or other Officer or auditor of the Club shall be indemnified out of the assets of the Club against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Club.
The headings in these articles do not form part of them or in any manner affect the
interpretation or construction of them.
As revised in discussion with Alsters 6 August 2001
Further revised by AGM 4 December 2002
Further revised by AGM 2004
Further revised by AGM 2006
Further revised by AGM 2008
Further revised by AGM 2011, document number added.
Further revised by AGM 2018
Last updated 10:55 on 21 March 2021