YACHTING WA CONSTITUTION 1. NAME The name of the Association shall be Yachting Western Australia (Inc.). 2. DEFINITIONS AND INTERPRETATION 2.1 In this Constitution and any amendments hereto and in any Rules made in accordance with the provisions hereof except where the context or subject matter otherwise requires: (e) (f) (g) (h) (j) Association means an association or organisation formed to control yachts of common design or character; Board Members means six (6) Members elected at the Annual General Meeting and the person nominated in accordance with Paragraph 13. Board of Management means the Board Members in conjunction with the President, Vice President, Treasurer and General Manager; Boat or any derivative or configuration therefrom or thereof, shall mean pleasure vessel powered by sail or motor; Chairperson means the President as elected in accordance with clause 12 of this Constitution or other person appointed to this position by the Board of Management; Club means any yacht, boating or sailing club, fleet or squadron properly constituted in the State of Western Australia with a minimum of twenty (20) Senior Financial Members; Delegate means a person or persons nominated by a Club or an Association pursuant to clause 17 of this Constitution; General Manager means the person appointed in accordance with clause 21 of this Constitution; Maritime Member means any body or organisation associated with boating or engaged in other aquatic activities; Officers means those persons referred to in clause 12 of this Constitution;
2 (k) (l) (m) (n) (o) Rules means any rules made pursuant to clause 23 of this Constitution; Senior Financial Members means a financial Member of a Club who has full voting rights in that Club; Special Resolution means a resolution of 2/3 or such percentage required by law of the members or Delegates entitled to vote and voting at a meeting for which twenty eight (28) days written notice must be given to all Members entitled to attend and vote at the meeting; Standing Committee means a Committee appointed by the Board of Management in accordance with clause 22 of this Constitution; Yachting WA and YWA mean Yachting Western Australia (Inc). 2.2 Unless expressed to the contrary: words importing the singular and plural number shall include the plural number or singular respectively; words importing the masculine gender shall include the female gender and vice versa; if a word or phrase is defined cognate words and phrases have corresponding definitions; headings are for ease of reference only and do not affect the interpretation of the clauses they introduce. 3. OBJECTS (e) To assist members to co-operate and co-ordinate their activities for the promotion and betterment of boating as an enjoyable sporting recreation. To serve as the Yachting Authority in Western Australia recognised by Yachting Australia. To serve and be recognised as the Yachting Authority representing the interests of Western Australian clubs and associations to Yachting Australia. To develop, encourage and assist boating in Western Australia. To promote uniform understanding and observance of the current rules of the International Sailing Federation and proper procedures of boating and to arrange Juries, Protest Panels and Appeal Committees.
3 (f) (g) (h) (j) To promote co-operation and co-ordination between Member bodies and other interested parties. To promote safety in boating. To promote training and accreditation in boating. To represent the boating interests of its members to Government and other official bodies. To promote the sport of boating through the media. 4. POWERS Yachting WA shall have the following powers: (e) (f) (g) (h) To purchase, lease, take on, hire, exchange or otherwise acquire any real or personal property. To erect, add to, improve, repair, pull down and re-build buildings or other structures or facilities. To accept donations whether of real or personal estate and devises and bequests. To borrow or raise money by way of loan or overdraft or by issue of debentures for the purpose of giving effect to the objects of Yachting WA, and to secure any such borrowing or raising by giving mortgages, charges or securities upon or over all or any of the real estate or personal property of Yachting WA. To invest in any of the investments authorised by law any surplus funds of Yachting WA, not immediately required by Yachting WA. To enter into such agreements as are necessary and reasonable for carrying out any of the objects of Yachting WA. To employ and pay such members of staff as are deemed necessary for carrying out any of the objects of Yachting WA and dismiss or suspend any member of staff. To affiliate with or join any body or organisation having similar aims or interests to or affecting boating and/or the welfare of participants. To take any action in the interests of boating which is not inconsistent with the foregoing.
4 (j) (k) (l) (m) (n) To do such things as are intended or conducive to the attainment of the above objects or as may be determined by the Delegates at a Members Meeting. To make gifts to any like-minded sporting organisation or charitable object in accordance with the law of the State or for any other purposes approved by law. To sue and be sued. To make, rescind or amend by-laws, rules or regulations for the due maintenance and control of Yachting WA and for regulating the duties, control or conduct of persons in the employ of Yachting WA. To do all such other lawful acts, matters and things as may be incidental to or be deemed to be conducive to the attainment of or execution of the foregoing objects and powers or any of them generally. 5. MEMBERSHIP The following shall be entitled to seek membership of Yachting WA, in accordance with the Rules: a Club; an Association; a Maritime Member; 6. CATEGORIES OF MEMBERSHIP A Club Member. An Association Member. A Maritime Member. A Life Member. 7. LIFE MEMBER Any person who, by virtue of outstanding service to Yachting WA or the sport of boating may upon the recommendation of the Board of Management be elected to be a Life Member by Ordinary Resolution at an Annual General Meeting.
5 8. ADMISSION OF MEMBERS An application for membership must be in writing in accordance with the Rules. 9. SUBSCRIPTIONS Members shall pay such subscriptions and/or nomination fee as shall be fixed by the Rules from time to time. 10. TERMINATION OF MEMBERSHIP Any Member may terminate his or its membership by: (ii) resignation in writing subject to the payment of all debts owing; written notification of its intention to disband or cease activities. A Member s membership may be terminated by expulsion by a Special Resolution at a Special Meeting called for the purpose. A Maritime Member whose subscription has not been fully paid by 30 November, in the relevant financial year, shall forthwith cease to be a Member. (e) Any Life Member may resign from membership on giving to the Chairperson at least one month s notice in writing of intention to resign. Such resignations shall be effective as from the date of expiry of the period of such notice unless withdrawn before that date. Any Member who has resigned or been expelled or whose membership of Yachting WA has ceased under the provision of this Constitution shall as from the date of such expulsion, resignation or cessation cease to have any right or interest in the property or privileges of Yachting WA and all subscriptions, fines or other moneys paid or payable by such Member prior to such date shall be retained or recoverable (as the case may be) by Yachting WA and such Member shall have no claim to any rebate in or reduction thereof. 11. PATRON The Annual General Meeting may elect a Patron to hold office from the conclusion thereof to the conclusion of the Annual General Meeting held next after his election. In the event of a vacancy a Patron may be elected at a Members Meeting on at least twenty eight (28) days notice to Delegates and Members by the Board of Management of intention to appoint.
6 12. OFFICERS The Officers of Yachting WA shall be - President, Vice President and Treasurer. The President and Vice President shall be elected at the Annual General Meeting annually. The Treasurer shall be elected at the Annual General Meeting every two (2) years. An officer shall not serve more than three (3) consecutive terms in the same position. In the event of a vacancy, a President, Vice President or Treasurer may be elected at a Member s Meeting on at least twenty eight (28) days notice to Delegates by the Board of Management of intention to appoint. 13. BOARD MEMBERS Board Members shall be elected at the Annual General Meeting for two (2) year terms with half the Board Members to be elected annually. A Board Member shall not serve more than three (3) consecutive terms. At the first Annual General Meeting after the adoption of this Constitution, six (6) Board Members will be elected. The three (3) Board Members who receive the least number of votes will serve for a one (1) year term. The Power Yacht Committee of Yachting Western Australia shall nominate one of its members to serve as a Board Member for a term of (2) years. The name of the person so nominated shall be submitted to the Delegates and Members at the Annual General Meeting for ratification. Should such nomination not be accepted, an alternate nomination shall be sought from the Power Yacht Committee for subsequent ratification at the next Member Meeting. Any vacancy occurring for whatever reason among the six (6) elected Board of Management Members or the person nominated in Paragraph 13 may be filled at a Members Meeting on the recommendation of the Board of Management after 28 days notice of recommendation to Delegates and Members. 14. DUTIES OF OFFICERS The President shall preside as the Chairperson at meetings wherever possible, represent Yachting WA at functions and discussions and generally guide the policy and operations to achieve the objects listed in this Constitution. The Vice President shall assist the President, act in his stead at meetings or functions at which the President is unable to attend and carry out any duties assigned to him by any properly called meeting.
7 The Treasurer shall be responsible for the collection and subsequent depositing of all moneys received in accounts authorised by the Board of Management. He shall also be responsible for the payment of all expenditure so authorised, ensure that proper accounting records are kept and attend to such other financial matters as are necessary. Additionally he shall prepare: (ii) (iii) annual statements of account for submission to the Auditor and subsequent distribution to Members; periodical statements relating to finance not less frequently than quarterly or more frequently if requested by the Board of Management; an annual budget. 15. AUDITOR The Board of Management shall appoint an Auditor, who shall be a Certified Public Accountant or a firm of Certified Public Accountants or a member of either the Institute of Chartered Accountants or the Australian Society of Accountants. Such appointment shall be ratified at the next following Annual General Meeting. In the event the Annual General Meeting does not ratify the appointment, the Annual General Meeting shall elect an auditor. The Auditor shall have no voting rights at any meeting of Yachting WA by virtue of this appointment. 16. HONORARY SOLICITOR The Board of Management may appoint an Honorary Solicitor. Such appointment shall be ratified at the next following Annual General Meeting. In the event the Annual General Meeting does not ratify the appointment, the Annual General Meeting shall elect an Honorary Solicitor. The Honorary Solicitor shall have no voting rights at any meetings of Yachting WA. 17. DELEGATES AND OBSERVERS Each Club Member and Association Member shall nominate in writing at least annually one Delegate to attend at Members Meetings and the Annual General Meeting. The Delegate shall exercise the right of the Member to vote. Each Club Member and Association Member may nominate in writing not more than one observer at any one time to attend and speak at Members Meetings. The observer shall have no right to vote. No Club Member or Association Member may nominate a person to act as its Delegate if the effect of the nomination is that the person
8 18. MEETINGS nominated is thereby entitled to exercise more than ten (10) votes pursuant to clause 19 by reason of the prior nomination of that person by another Club Member or Association Member and any such nomination is null and void. (e) (f) (g) (h) There shall be an Annual General Meeting each year, held during the month of August or within thirty (30) days thereafter, of which twenty eight (28) days written notice shall be given to all Members and Delegates. Members Meetings shall be held every three (3) months unless otherwise agreed by Delegates at a meeting. Twenty one (21) clear days written notice of a Members Meeting shall be given to all persons entitled to attend that meeting. Special General Meetings may be called for any purpose with twenty eight (28) days notice in writing to all Members and Delegates, specifying the business for which such meetings are called and no other business may be discussed. Such meeting shall be convened within twenty eight (28) days of direction by the Board of Management or of Delegates at a Members Meeting or on written request from seven (7) Members, of which at least four (4) must be Club Members. All meetings of Yachting WA shall be presided over by the President or one of the other Officers, however in the absence of all the Officers, the Delegates may appoint a Chairperson. A quorum for all meetings of Yachting WA shall be not less than ten (10) persons, including six (6) individual Delegates appointed by a Club Member and four (4) different individual Delegates appointed by an Association Member. Notice of all meetings shall be given by the Chairperson or such other person as the Board of Management shall direct. The Chairperson shall act as Secretary to all meetings of Yachting WA. The Agenda for any meeting shall be in writing and circulated to each Member and Delegate not less than 21 days prior to the meeting. Any Member or Delegate seeking to raise an issue at a meeting in respect of which a vote will be required must give notice in writing to the Board of Management not less than 28 days prior to the date of the meeting.
9 19. VOTING AT ALL MEETINGS Voting at the Annual General Meetings/Special Meetings and Members Meetings shall be only by way of vote cast by the duly appointed Delegate of a Club Member or Association Member or his proxy. Members shall be entitled to exercise the following votes: Club Members Four (4) votes Association Members (with a minimum of One (1) vote 10 boats on that associations register) all cast by the duly appointed Delegate or his proxy. (e) Maritime Members and Life Members shall not be entitled to vote at any meetings of Yachting WA. A member of the Board of Management shall have the right to attend and speak at all meetings of Yachting WA. A duly appointed Delegate shall be entitled to vote by proxy by either: submitting a written direction prior to a vote on the relevant motion, whereupon the Chairperson of the meeting shall exercise the proxy vote as directed; or (ii) appointing another duly appointed Delegate providing notification of such appointment is made in writing to the Chairperson prior to the commencement of the meeting. (f) A secret ballot shall be held on the resolution of a motion to the effect, in which case scrutineers shall be appointed by the meeting. 20. BOARD OF MANAGEMENT The Board of Management shall be comprised of the Officers, Board Members and General Manager ex officio. At meetings of the Board of Management, each member of the Board of Management excluding the General Manager shall have one vote. In the event of a tie, the Chairperson shall exercise a casting vote to maintain the status quo. The Board of Management shall meet regularly and in any event not less frequently than on ten (10) occasions per annum and attend to the business of Yachting WA and matters referred to it by Members Meetings. The Board of Management shall report regularly to all Members including provision of Minutes and periodic financial statements.
10 (e) A quorum at Board of Management meetings shall be four (4) voting members. Voting shall be by show of hands unless a resolution be passed requiring that a ballot be taken on any question. At least seventy two (72) hours written notice of all Board of Management Meetings shall be given to each member of the Board of Management. The administration and management of the affairs of Yachting WA are vested in the Board of Management who in addition to the powers expressly conferred by this Constitution may exercise all such powers and do all such things as may be exercised or done by Yachting WA and which are not by this Constitution expressly directed or required to be exercised or done by Yachting WA in Special, Annual General or Members Meetings. Without prejudice to or limitation of its general powers the Board of Management shall have the following powers: (ii) (iii) (iv) (v) (vi) (vii) To purchase or otherwise acquire for Yachting WA any real or personal property rights or privileges. To appoint and at its discretion remove or suspend coaches, bankers, clerks, agents or servants for permanent, temporary or special services for Yachting WA and to determine their duties and fix their salaries and emoluments. To appoint any person or persons to accept and hold in trust for Yachting WA any property belonging to Yachting WA. On behalf of and in the name of Yachting WA to institute, conduct, defend, compound or abandon any legal proceedings concerning the affairs of Yachting WA. To administer the finances of Yachting WA, receive subscriptions, donations and other funds to invest and order the disbursement of the funds of Yachting WA. To cause Yachting WA to become affiliated with such other associations or bodies as the Board of Management has recommended and had approved by a Meeting of members. To appoint representatives to such other associations or bodies as the Board of Management shall determine and to confer such powers on such representative as the Board of Management shall think fit. (viii) To delegate such of its powers and authorities as it may think fit to any person.
11 (ix) To do all such things as may be necessary to carry into effect any Resolutions passed at a meeting of Yachting WA. (f) (g) (h) Any decision of the Board of Management can be overturned at a Members Meeting by a Special Resolution on a motion with twenty eight (28) days notice. The Chairperson shall act as Secretary of the Board of Management. Each member of the Board of Management excluding the President and General Manager is to be responsible for, account to and report to the Board of Management and to the Delegates at a Members Meeting for such of the Standing Committees created pursuant to clause 22 of this Constitution as directed by the Board of Management and shall act as Chairperson of the Standing Committee if so directed by the Board of Management. The Board of Management shall keep custody of records, books, documents and securities of Yachting WA. 21. GENERAL MANAGER A General Manager may be appointed by the Board of Management to carry out the day to day administration of Yachting WA as directed by the Board of Management and shall hold office on such terms and conditions as are laid down by the Board of Management. 22. OTHER COMMITTEES Standing Committees and Sub-Committees may be established or disbanded by the Board of Management for particular duties consistent with the objects of Yachting WA. The objects, power and limitations of any Standing Committee or Sub-Committee shall be clearly defined by the Board of Management appointing it and may be varied or amended by the Board of Management. The action of any Standing Committee or Sub-Committee which involves Yachting WA policy or financial commitment shall require endorsement by the Board of Management prior to such action and a full report to the Board of Management. Each Standing Committee or Sub-Committee shall report to a Member of the Board of Management appointed by the Board of Management for that purpose on its activities and that person shall have the right to direct such Committee in the conduct of their affairs, subject to ratification of any direction by the Board of Management.
12 The President is to be an ex officio non-voting member of each Standing Committee. 23. CONSTITUTION, BY-LAWS AND RULES All Members are deemed to have subscribed to this Constitution and the Rules made hereunder and shall be bound thereby as fully and effectually as if this Constitution and the Rules formed part of their Constitution and Rules. All Members warrant that the Constitution, Rules, Regulations or By-Laws of the Member are consistent with the objects of Yachting WA and this Constitution. Any interpretation of the Constitution and Rules made by the Board of Management and the Honorary Solicitor will be final and binding. This Constitution made hereunder may be altered or rescinded by Special Resolution of an Annual General or Members Meeting provided that written notice of motion of any intended Special Resolution for this purpose shall be given to the Chairperson in sufficient time for him/her to forward a copy of such notice to each Member and each Delegate at least twenty eight (28) days before the date fixed for the meeting. No such motion shall be considered at any Members Meeting unless the provisions of this clause as to notice have been complied with. (ii) (iii) (iv) The Rules made hereunder may be altered or rescinded by ordinary resolution of an Annual General or Members Meeting provided that written notice of motion of any intended resolution for this purpose shall be given to the Chairperson in sufficient time for him/her to forward a copy of such notice to each Member and each Delegate at least twenty eight (28) days before the date fixed for the meeting. No such motion shall be considered at any meeting unless the provisions of this clause as to notice have been complied with. The Chairperson shall within twenty eight (28) days of the Annual General or Members Meeting, notify the Commissioner for Corporate Affairs (in accordance with the provisions of the Associations Incorporation Act as amended) and any other relevant statutory authority of any addition, alteration or amendment to this Constitution made hereunder. By-laws can be made by the Board of Management but do not take effect until signed by the President and published by sending a copy to each Member and Delegate.
13 24. FINANCE The financial year of Yachting WA shall commence on the 1st day of July in each year. Moneys due to Yachting WA may be received by the President, Vice President or Treasurer or such persons as the Board of Management may direct. All moneys received shall be banked promptly with the Yachting WA bankers. Once at least in every financial year the accounts of Yachting WA shall be examined and the correctness thereof ascertained by the Auditor. The Auditor shall clarify the correctness or incorrectness thereof in writing to the Annual General Meeting next following the end of the financial year. 25. DISSOLUTION Yachting WA may be dissolved or wound up by a Special Resolution to that effect at an Annual or Special General Meeting. In the event of a dissolution, the assets of the Association shall be realised and any balance remaining after payment of liabilities shall be directed to an incorporated association or charity with similar objectives to that of the Yachting Association of Western Australia. 26. COMMON SEAL The Seal Holders shall be the President, Vice President and Treasurer. The Common Seal of Yachting WA shall be in the custody of the President from time to time and shall be affixed to any document only pursuant to a resolution of the Board of Management. The affixation of the Seal shall be witnessed by any two of the Seal Holders of Yachting WA. 27. YACHTING WA NON-PROFIT MAKING The income and property of Yachting WA however derived shall be applied solely towards the promotion of objects of Yachting WA as set forth in the Constitution and no portion thereof shall be paid, distributed or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever to the Members from time to time provided that nothing contained in this clause shall prevent the payment in good faith of remuneration to any staff member or other servant of Yachting WA for services actively rendered to Yachting WA.
14 28. NOTICE In addition to any method authorised by law, any notice required to be given pursuant to this Constitution must be given in writing addressed to the addressee of the notice at its last known address and such notice shall be deemed to have been received at the expiration of 48 hours after it shall have been posted.
15 RULES 1. For purposes of assessing the subscription due to Yachting WA, a member Club shall be determined as: (ii) METROPOLITAN: Any Club whose premises are located within the gazetted Metropolitan Region Scheme boundary; or COUNTRY: Any Club whose premises are outside the gazetted Metropolitan Region Scheme boundary. 2. APPLICATIONS FOR MEMBERSHIP: (ii) From Clubs and Associations - shall be signed by the Secretary of the applicant body and shall set out the names and addresses of all Officers, the official address for correspondence and details of the proposed activities and intentions. A copy of the Constitution of the Club or Association must be supplied for study by the Board of Management of Yachting WA to ensure that there is no conflict with the Constitutions of Yachting WA, or Yachting Australia and that racing is conducted according to the International Sailing Federation Rules. Constitutions are also required to contain dissolution and disposition of asset clauses which are similar to those of Yachting WA. The Board of Management will recommend to Members Meetings acceptance or rejection of an application. Reasons for rejections must be given. The recommendations of the Board of Management may only be rejected by a Special Resolution of the Members Meeting. From Maritime Members - shall be signed by an officer or director of the body concerned and shall set out the official address for correspondence and summary of the aquatic activities of the body. The Board of Management will recommend to Members Meetings acceptance or rejection of the application. Reasons for rejection must be given. The recommendation from the Board of Management may only be rejected by a Special Resolution of the Members Meeting. 3. If the membership of a Club falls below twenty (20) Senior financial Members at any time, then such Club shall automatically transfer to the status and subscription rate of a Maritime Member (without voting rights). The Club may apply in writing for reinstatement to Club membership at any time after it again numbers twenty (20) Senior financial Members. Reinstatement shall be determined by the Board of Management. For the purpose of this Rule, a Senior financial Member is a person over the age of 18 years who is an Ordinary Member of his or her Club. 4. Maritime Members may be represented at Members Meetings by an observer, who shall have a right to speak, but not to vote.
16 5. The Officers shall be nominated in writing by a Club or Association only. They shall be elected at an Annual General Meeting, to hold office for the ensuing year or years as detailed in Clause 12 of the Constitution. Where more than one nomination for a particular office is received, the choice shall be determined by election according to clause 19 of the Constitution. Nominations must be lodged with the Chairperson no later than 30 June, prior to the date of election. 6. The six (6) elected Board of Management Members may be nominated by a Club or Association only, in writing to the Chairperson no later than 30 June prior to the date of election. In the event of less than the required number of valid nominations being received within the time limit, nominations from a Club, Association or Board of Management shall be received at the Annual General Meeting. 7. CESSATION OF OFFICE Non-attendance by an Officer or elected Board of Management Members at three (3) consecutive Board of Management Meetings and/or Members Meetings without leave of absence may result in his seat being declared vacant by the Board of Management. 8. SUBSCRIPTIONS (ii) (iii) (iv) (v) (vi) Subscriptions from all Clubs shall be assessed on a method to be agreed at a Meeting of members. Subscription rates for the following financial year shall be set at the Members Meeting next after 1 March in each year. The subscription rate payable by any Member may be varied by an Ordinary Resolution at a Members Meeting, provided that twenty eight (28) days notice of the proposed variation shall have been given to all Members. In the event of a new Member being approved for membership during a financial year, the proportion of the subscription payable by the Member for the remainder of the first financial year shall be as determined by the Board of Management. In the event of a new category of membership being established, the rate of subscription shall be set at the time of establishment. Subscriptions shall be due and payable on 1 July each year. Any Club or Association whose subscription has not been paid by 30 November in the year covered by that subscription shall be suspended from membership until financial or until 30 November in the following year
17 when, if still unfinancial, clause 10 of the Constitution will become effective. One letter dispatched by certified mail to the last recorded address of the Member shall be sufficient notice of suspension. (vii) Each Club shall supply to the Board of Management a statement, signed by its senior officer, detailing the number of members in each of the Club s categories of membership as at June 1 of each year, and a statement of the criteria applicable to each category of membership. (viii) Each association shall supply to the Board of Management a statement signed by its senior officer detailing the number of boats on its register as at June 1 of each year. 9. SIGNATORIES The Officers for the time being and specified Staff Members shall be authorised by the Board of Management to sign cheques and other negotiable instruments. Any two signatories of the above shall be required. 10. MINUTES Proper Minutes shall be kept of all meetings including Board of Management Meetings. Such Minutes, subject to their being approved as a true and correct record of proceedings at the next occurring meeting, shall be posted on the Yachting WA web site and circulated in the following manner: Minutes of Members Meetings - to all voting Members and Delegates within fourteen (14) days following a meeting. (ii) Minutes of Annual General Meetings and Special General Meetings - to all Members and Delegates not less than fourteen (14) day prior to the next Annual General Meeting. In the event of a meeting at which dissolution of Yachting WA takes place, Minutes shall be circulated to all Members and Delegates within twenty eight (28) days of such meeting. (iii) Minutes of Board of Management - to all members and all Board of Management Members within fourteen (14) days following a meeting.