Company Limited by Guarantee and Not Having A
COMPANIES ACT 2014
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A
SHARE CAPITAL
CONSTITUTION
OF
LOUGH SWILLY YACHT CLUB COMPANY LIMITED BY GUARANTEE
MEMORANDUM OF ASSOCIATION
Name
1)The Name of the Company (hereinafter called the “company”)isLough Swilly Yacht Club Company Limited by Guarantee.
Company type
2)The company is a company limited by guarantee, registered under Part 18 of the Companies Act 2014.
Main object
3)The main object for which the Company is established is to promote amateur sailing, yachting and boating.
Powers
4)To the extent that the same are essential or ancillary to the promotion of the main object hereinbefore set out, the Company may exercise all or any of the following powers, that is to say:-
a)To encourage .and provide facilities for yachting and boating of all kinds and in particular to provide, operate, manage and run a club house, mooring facilities, marina, ferry services, yacht repairs, yacht storage, cranes, crash boat and all other similar or related facilities.
b)To run instruction and training courses relating to yachting, sailing, yacht racing, cruising, lifesaving, water safety, navigation, meteorology, seamanship and other related subjects of interest to its members.
c)To provide bar and restaurant facilities for members and their guests together with entertainment including music, lectures, film shows, dances and similar functions.
d)To employ boatmen, barmen, secretaries, managers and such administrative and technical staff as may be necessary to achieve the above main object.
e)To manufacture, purchase, sell and deal in ties flags, charts and other items related to yachting, cruising and seafaring, including films, photographs and paintings.
f)To exchange any land, buildings, or real or personal property held by the company for other land, buildings or real or personal property or to sell, lease, let, dispose of or otherwise deal with any lands, buildings, or other real or personal property of the Company.
g)To acquire by gift purchase, fee farm grant, lease or otherwise and to hold (unconditionally or subject to any conditions or restrictions) any real or personal property and any rights over or in such.
h)To construct, alter, restore, repair, maintain, take down or remove buildings, erections, walls, fences, railings, gates, seats or other structures on lands and property held by or under the care or management (whether jointly with any other person or not) of the Company and generally to maintain, uphold, manage, improve or develop the property of the Company.
i)To acquire in any manner (including acquisition by purchase out of any funds of the Company) and hold any lands, buildings, and hereditaments and any rights, easements or interests therein or thereover, and chattels or other moveable property, which, in the opinion of the Directors it may be desirable to hold as investments with a view to provision out of the rents and profits thereof of funds applicable for the maintenance or preservation of any other part of the Company property or for an particular purpose of the Company or for its general purpose
j)To acquire in any manner (including acquisition by purchase out of the funds of the Company) and hold any investments (being at the time of acquisition of a nature authorised by law for the investment of trust funds, or of a nature authorised by the trust of the funds out of which the same shall be acquired or by the Donor of the same) and to apply the income thereof (subject to any trusts imposed by the Donor, or otherwise, affecting the same) for the preservation and maintenance of the property of the Company of any part or parts thereof, or for any particular purpose of the Company or for its general purposes
k)To accept, seek and collect grants, subscriptions and donations by any means whatsoever (whether of real or personal estate) and devises and bequests for all or any of the purposes aforesaid and to sell or dispose of or (so far as permitted by law) to lease and accept surrenders or leases of and manage all real estate (including leaseholds) so received and not required to be or capable of being occupied for the purpose of the Company and generally to manage, invest and expend all monies and property belonging to the Company.
l)To borrow or raise or secure the payment of money in such manner as the Company shall think fit and in particular by the issue of debentures or debenture stock perpetual or otherwise charged upon all or any of the Company (both present and future) and to purchase, redeem or pay off any such securities.
m)To act in concert or make any arrangements with any Department of State, Corporation, County Council, Conservancy, Fishery or other Board, or other Local Authority or Body Public or Private. now or hereafter constituted or with any residents in the neighbourhood or property of the Company with reference to any of the objects aforesaid.
n)To undertake the office of trustee, manager, secretary, registrar, or any other office or situation of trust in furtherance of the Company’s object.
o)To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company, or all such methods, the performance of the obligations of and the repayment or payment of the principal amounts and interest of any person, firm or company or the dividends or interest on any securities including (without prejudice to the generality of the foregoing) any company which is the Company's holding company or a subsidiary or associated company.
p)To do all such other things as are incidental and or conducive to the preservation and maintenance of the property of the Company or to the attainment of the main object hereinbefore described.
5)Income and Property
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The income and property of the Company shall be applied solely towards the promotion of its Main Object as set forth in this Constitution. No portion of the Company’s income and property shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to members of the Company.
No Director shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Company. However, nothing shall prevent any payment in good faith by the Company of:
a)reasonable and proper remuneration to any member or servant of the Company (not being a Director) for any services rendered to the Company;
b)interest at a rate not exceeding 1% above the Euro Interbank Offered Rate (Euribor) per annum on money lent by Directors or other members of the Company to the Company;
c)reasonable and proper rent for premises demised and let by any member of the Company (including any Director) to the Company;
d)reasonable and proper out-of-pocket expenses incurred by any Director in connection with their attendance to any matter affecting the Company;
e)fees, remuneration or other benefit in money or money’s worth to any company of which a Director may be a member holding not more than one hundredth part of the issued capital of such company.
Limited liability
6)The liability of the members is limited.
Undertaking to contribute
7)Every member of the Company undertakes to contribute to the assets of the Company in the event of the same being wound up while he or she is a member, or within one year after he or she ceases to be a member, for payment of debts and liabilities of the Company contracted before he or she ceases to be a member and the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding €1.27.
Keeping of accounts
8)Annual audited accounts shall be kept and made available to the Revenue Commissioners on request.
Winding up
9)If upon the winding up or dissolution of the company there remains, after satisfaction of all debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the members of the company. Instead, such property shall be given or transferred to some other charitable institution or institutions having main objects similar to the main objects of the company. The institution or institutions to which the property is to be given or transferred shall prohibit the distribution of their income and property among their members to an extent at least as great as is imposed on the company under or by virtue of the Income and Property clausehereof. Members of the company shall select the relevant institution or institutions at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then the property shall be given or transferred to some charitable object. Final accounts will be prepared and submitted that will include a section that identifies and values any assets transferred along with the details of the recipients and the terms of the transfer.
Additions, alterations or amendments
10)No addition, alteration or amendment shall be made to the provisions of the main object clause, the income and property clause, the winding up clause, the keeping of accounts clause or this clause of the Constitution for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.
COMPANIES ACT 2014
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
LOUGH SWILLY YACHT CLUB COMPANY LIMITED BY GUARANTEE
PRELIMINARY
The Regulations contained in the Companies Act 2014 shall apply to the Company save insofar as they are hereby varied or excluded.
1.In these Articles: -
“the Act” means the Companies Act, 2014;
“the Club” means Lough Swilly Yacht Club;
“the General Committee” means the members of the General Committee for the time being as defined in Article 42 hereof or members of the General Committee present at a meeting of the General Committee including any person occupying the position of a General Committee Member by whatever name called; members of the General Committee shall be deemed to be Directors of the Club as defined in the Act
“the Secretary” means any person appointed to perform the duties of the Secretary of the Company;
“the Seal” means the Common Seal of the Company.
“the office” means the registered office for the time being of the Company.
“Month” means the calendar month.
Words which have a special meaning assigned to them in the Act have the same meaning in these presents;
Words importing the singular include the plural and vice versa;
Words importing the masculine gender shall include the feminine gender and vice versa;
Words importing persons include corporations.
Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form.
Unless the contrary intention appears, words or expressions contained in these Articles shall bear the same meaning as in the Act, or any statutory modification thereof in force at the date at which these Articles become binding on the Company.
FLAGS
2.The Club Flags shall be:
i)A blue burgee bearing the Club device, viz. a white Celtic knot known as Saint
Colmcille 8 Knot; and
ii)A flag in the design approved by the Department of Industry and Commerce to be worn according to the regulations made by and on Irish boats duly authorised by, the Department.
MEMBERS
3.For the purpose of Registration the number of the members of the Company is declared to be unlimited.
4.The subscribers to the Memorandum of Association and such other persons as the General Committe shall admit to membership shall be members of the Company.
5.There shall be the following classes of membership;
i)ADULT; over 27 years of age, with full voting rights.
ii)JUNIOR;under 21 years of age, or any person over 21 years of age who is a student attending a full time course of study. Junior members have no voting rights.
iii)FAMILY;partners with children up to 21 years of age, partners only having full voting rights.
iv)ASSOCIATE; members usually resident outside a radius of 50 miles from the Club premises at Fahan, Co. Donegalor
v)Members in their first calendar year of membership or
vi)full members of another recognised Boating Club, or
vii)persons who do not participate in water sports.
Associate members have no voting rights.
viii)LIFE; Life membership will be awarded for outstanding services to the Club over an extended period of time. Life Members will be proposed by the Commodore and agreed (by majority) by the GeneralCommittee. A Life member will be entitled to family membership and boat fees free of charge until death, except where Rule 21 has been invoked. Life members will have full voting rights.
ix)HONORARY;the Flag Officers and Honorary Secretaries of all recognised Boating Clubs, which extend like privileges to the Officers of the Lough Swilly Yacht Club, shall be deemed ex officio Honorary members of the L.S.Y.C. and shall be entitled to all privileges but shall have no voting rights.
The Committee shall have the power to elect as Temporary Honorary Members, the owners of visiting boats and their guests, during their stay in Lough Swilly. Honorary Members, other than the above, shall be proposed by theCommodore and elected at a General meeting of the Club.
6.Two fully paid up members of the Lough Swilly Yacht Club, one of whom is a
member of the General Committee, can appoint a new member at any stage during the year subject to the following conditions:
a)Receipt of a completed Application Form
b)Receipt of the appropriate fee
c)New membership applications shall be ratified by the General Committee at its next most convenient meeting, but on the provisothat the new member is deemed to be a member unless a majority of the Committee considers otherwise and disallows the membership.
VISITORS
7.A member may introduce to the Club for one day any person as a visitor to the Club, provided that immediately on his admission to the Club any such visitor must enter his name and address; which will be countersigned by the introducing member, in a Visitors Registerwhich shall be kept for that purpose and which shall show the date of that visit.
8.A member shall not introduce more than six visitors in any one day without the consent of the Secretary.
9.No person may be introduced as a visitor on more than six days in any one year.
10.Introduction as a visitor on the days of the annual Regatta or the days of open meetings will not disbar them from introduction on six other days.
11.No visitor shall be supplied with intoxicating liquor in the Club premises unless on the invitation and in the company of a member.
12.In the case of a team or other body of persons who are, as members of another club or organisation, visiting the Club for the purpose of taking part in or in the organisation of any pastime, sport or recreation at the Club, it shall suffice for the Secretary or other Officers of the Club to enter in the Visitors Register the name of the visiting club or organisation and the number of such visitors. The admission of such visitors shall be disregarded for the purpose of Section 7 of these Rules.
RACING
13.All Club races shall be sailed under ISAF/ISA rules.
14.Boats in classes sponsored by the Club must be wholly owned by Club members when racing under the Club burgee, except in cases where prior permission has been given by the Honorary Sailing Secretary or any Flag Officer.
15.A yacht may be disqualified in any race or series of races if, after warning from theSailing Committee, at the time of that race, or of any race in the series of races, thesubscription of any member of the Club on board that yacht is unpaid; or any member of the Club on board that yacht has failed to fulfil his battery duty without providing reasonable excuse.
ENTRANCE FEES, SUBSCRIPTIONS & OTHER MISCELLANEOUS
CHARGES
16.The entrance fees and subscriptions to be paid by the various classes of membership shall be fixed by the Annual General Meeting and in each case the amounts so fixed shall continue to be the entrance fee or annual subscription for that class until they have been altered by a subsequent Annual General Meeting or Extraordinary General Meeting called for the purpose of altering them.
17.First annual subscriptions and entrance fees shall be payable on election, and all subsequent annual subscriptions shall be payable in advance on 1st January each year, provided that in the case of persons elected after 15th September the second annual subscription shall not be payable until 1st January in the second year succeeding election.
18.Other fees and charges may be established and varied as necessary by the General Committee.
UNPAID SUBSCRIPTIONS
19.The Treasurer shall prepare and post in the Clubhouse after each committee meeting a list of members whose subscriptions are fully paid. The General Committee may at its discretion delete from the membership roll the names of any members whose subscriptions are overdue or may at any time suspend their privileges of membership.
RESIGNATIONS
20.Members wishing to resign from the Club shall give notice in writing to the Secretary prior to 1stJune, otherwise they shall be liable for that year’s subscription.
SUSPENSION OR EXPULSION OF MEMBERSHIP
21.The General Committee shall have the power to suspend or expel any member of the Club. The majority necessary for such suspension or expulsion shall be in the proportion of at least two to one. An expelled member shall forfeit all rights to, or claim upon the Club or its property or funds.
THIRD PARTY INSURANCE
22.All boat owners must ensure they have valid insurance to provide a minimum cover of third party insurance to the value as determined from time to time by the General Committee.
RULES FOR THE ALLOCATION OF CARAVAN SITES
23.The Club’s caravan sites are available for lease to Club members only. Leases are renewable yearly and are first offered to the current occupants. Thereafter, there is a waiting list which opens on 1 January of the year for which the application is made. Members who wish to remain on the waiting list from year to year must make renewed application annually, in writing to the Secretary. In all matters relating to caravan site applications the General Committee’s decision is final.