The NLSA Constitution

CONSTITUTION OF THE NORTH LONDON SAILING ASSOCIATION AS ADOPTED BY THE ANNUAL GENERAL MEETING OF 1 APRIL 1993 AND AMENDED BY THE ANNUAL GENERAL MEETINGS OF 23 MARCH 1995, 24 MARCH 1998 ,10 APRIL 2000, 17 APRIL 2007, 26 MARCH 2009, 29 MARCH 2011, 19 MARCH 2013 1 APRIL 2014 AND 15 APRIL 2018

1. TITLE

  The name of the Association shall be the North London Sailing Association.

2.     AIMS

To provide opportunities for sailors to improve their sailing skills and to promote sailing opportunities within the local community.

3.    MEMBERSHIP

(a)        There shall be two forms of membership of the Association: 

(i)             Qualified membership shall be open to any individual aged 8 and over who has successfully completed a practical dinghy sailing course to at least RYA level 2 or current equivalent, or who has passed an assessment carried out by SNWRC’s or NLYST’s Principal or instructors nominated by them or by the Committee.

(ii)     Unqualified membership shall be open to the partners, children and grandchildren of members if not otherwise qualified to join and if aged 8 and over,

(b)       Qualified membership entitles the member to sail on all general sailing sessions, subject to availability and competence as determined by the Senior Instructor in charge, taking into account the prevailing conditions but unqualified members may only sail if accompanied in the boat by an adult family member who is a qualified member as defined in paragraph 3.(a)(i) above.

(c)       Non-members may not sail, except:

(i)             In specifically organised introductory sessions, when sailing facilities may be provided to persons who are not members for the purposes of encouraging interest in the Association’s activities or attracting new members; provided that such facilities shall not be provided to young persons, in respect of any one person, on more than three days in any period of twelve months.

(ii)            When the person is undergoing an assessment carried out by SNWRC’s or NLYST’s Principal, or instructors nominated by them or by the NLSA Committee.

(iii)           As a guest in accordance with the guest policy adopted by the general committee from time to time and recorded in current Standing Orders.  

(d)        Adult members shall be expected on occasion to provide reasonable voluntary assistance to the Association in furtherance of the aims as stated in paragraph 2.

4.   FEES

(a)        Annual fees for membership shall be fixed by 1 March.  The amount of the fees will be determined by the Committee and recorded in current Standing Orders.

(b)       The fees for membership shall be payable on 1 April for the following membership

year.  Membership will be assumed to have lapsed if fees are not paid by 1 May. 

5.   GENERAL COMMITTEE

(a)       The Association, which shall have a President and any number of Vice-Presidents, shall be governed by a General Committee (the Committee) subject to the decision of the Association’s Annual General Meeting (AGM) and Special General Meetings (SGM).  The Committee shall consist of four Officers, namely a Chair, a Vice-Chair, Honorary Secretary and Honorary Treasurer, and the following Committee Members: Membership Secretary, Social Secretary, Publicity Officer, Racing Secretary, Cruising Secretary, the Domestic, Lettings and Maintenance Coordinators for the Old Custom House Base at Brightlingsea, a Youth Representative (being either a member aged 16-21 at the time of the AGM or the parent or guardian of a youth member), and a minimum of two representatives of the individual adult membership.  Up to two nominated members of the SNWRC sailing staff shall be ex-officio members of the Committee.  In addition, one Committee Member or Officer shall be nominated in each case to represent the interests of members with a disability.

(b)        The President, Vice-Presidents, Officers and Committee Members shall be elected at the AGM and shall hold office from the date of election until the next AGM, when they shall be eligible for re-election.

(c)         The chair at general meetings shall be taken by the Chair, following Standing Orders determined by the Committee.  In the absence of the Chair, the chair shall be taken by the Vice-Chair or any other Officer present.

(d)        The Honorary Secretary shall keep a record of all proceedings and resolutions which are passed, have power to deal with all correspondence not within the province of the Treasurer, act on behalf of the Association and report such correspondence and actions to the next Committee meeting and report to the AGM such matters as he or she shall deem necessary or the Committee direct.

(e)           The Treasurer shall ensure that accounts are kept of all monies paid to or by the Association, act on behalf of the Association and report such correspondence and actions as fall within his or her province to the next Committee meeting and report to the AGM such matters as he or she shall deem necessary or the Committee direct.

(f)         The Domestic, Lettings and Maintenance Coordinators for the Old Custom House Base at Brightlingsea shall be responsible jointly for the day-to-day running of that base, subject to policy decisions of the Committee.

(g)        The Cruising Secretary shall organise cruises and associated activities

(h)       The Committee shall meet together at least four times a year to determine policy as Committee Members see fit, subject to decisions of Annual and Special General Meetings.

(i)      A quorum of the Committee shall be two Officers and four Committee Members.  The Committee shall have the power to co-opt members for specific purposes, and to appoint sub-committees to report back to it.  Co-opted members and members of sub-committees shall not necessarily be members of the Association, but the chair of a sub-committee shall be an Officer or Committee Member.  The Chair, Vice-Chair, Honorary Secretary and Treasurer shall be empowered to conduct routine business.

(j)      Committee meetings shall be open to all members of the Association, with non-committee members having speaking, but not voting, rights at the discretion of the Chair.  At least fourteen days’ notice shall be given of Committee meetings to members who express in writing to the Honorary Secretary an interest in attending.  In the case of a notified member who is not elected to the Committee and who does not attend any two consecutive meetings, further notification shall be at the discretion of the Chair.  Notices and minutes of the Committee meetings shall be posted in a location used by members at the SNWRC base at Stoke Newington.

6.     ANNUAL GENERAL MEETING

(a)        The AGM shall be held between 1 March and 30 April and all members shall be notified of it at least fourteen days before it takes place.

(b)        All decisions, other than alterations to the Constitution, shall be by simple majority vote of those present.  The Chair shall exercise a casting vote in the case of a tie.

(c)        Voting, including the election of the Committee, shall normally be done by a show of hands of members present. 

(d)        The Chair may direct, or one third of those members present may demand, that a secret ballot of the meeting be taken in accordance with the rules of 6(c) above.

(e)       The AGM shall appoint a recognised auditor, who is not an Officer or elected member of the Committee, who shall audit the accounts for the next AGM.

7.    SPECIAL GENERAL MEETING

(a)       SGMs may be called by a majority decision of a quorum of the Committee, or by at least ten per cent of the individual membership. 

(b)        Members calling an SGM must notify the Honorary Secretary in writing, specifying in detail the matters to be raised, and setting out the motions to be debated together with the names of their proposers and seconders.

(c)        The Honorary Secretary shall notify all members in full of the call for the SGM within ten days of its receipt.  The SGM must take place between fourteen and twenty-eight days of members being notified.

(d)        Only the business for which it is convened and which is in the notice shall be dealt with at an SGM.

(e)        All decisions, other than alterations to the Constitution and winding up of the Association, shall be by simple majority vote of those present.  The Chair shall exercise a casting vote in the case of a tie.

(f)         Voting shall normally be done by a show of hands of members present.

(g)        The Chair may direct, or one third of those members present may demand, that a secret ballot of the meeting be taken in accordance with the rules of 7(f) above.

8.   NOTICES

Any notice to be given to members (including notice of AGM or SGM) may be given:

(a)        by email or equivalent electronic means where the member has provided electronic contact details to the Honorary Secretary or Membership Secretary; or 

(b)        by post.

9.   ALTERATIONS TO THE CONSTITUTION

(a)       Alterations to the Constitution shall be made only at an AGM or SGM and only if at least twenty per cent of the current membership is present.  For the purpose of calculating whether twenty per cent of the current membership is present, vice presidents and youth members shall not be counted as members and they shall not be counted as present; however, if the meeting is quorate then any youth member and vice president who is present may vote.  At least two thirds of those voting (including vice presidents and youth members) must vote in favour of an amendment for it to be adopted.

(b)       The proposed amendments shall be sent to the Honorary Secretary in writing and stated in the notice convening the meeting.

10.   AFFILIATION

The Association shall affiliate to the Royal Yachting Association, the National Schools Sailing Association and such other bodies as the Committee shall decide. 

11.   BANK ACCOUNTS

The Committee shall authorise the Treasurer to open accounts in the name of the Association,

The Treasurer shall operate an online account for day-to-day working. Viewing rights to this account shall be available to the other Officers for general oversight and to the Membership Secretary and the Brightlingsea Bookings Coordinator.

There shall also be a deposit account where all funds not needed for day-to-day working shall be held. All documents relating to the deposit account shall only be authorised if signed by the Treasurer and one other Officer.

12.   TRUSTEES

There shall be not more than eight Trustees of the Association.  The first Trustees shall be appointed by the Committee and the property of the Association (other than cash which shall be under the control of the Treasurer) shall be vested in them to be dealt with by them as the Committee shall from time to time direct by resolution (of which an entry in the minute book shall be conclusive evidence).  The Trustees shall be indemnified against risk and expense arising out of Association property.  The Trustees shall hold office until death or resignation or until removed from office by resolution of the Committee who may, for any reason which seems sufficient to a meeting of them present and voting at any such meeting, remove any Trustee or Trustees from the office of Trustee.  Where by reason of any such death, resignation or removal it shall appear necessary to the Committee that a new Trustee or Trustees shall be appointed or if the Committee shall deem it expedient to appoint a new Trustee or Trustees, the Committee shall by resolution nominate the person or persons to be appointed an additional Trustee or Trustees.  For the purpose of giving effect to such nomination the Chair is hereby nominated as the person to appoint new Trustees of the Association 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 as the new Trustee or Trustees of the Association, and the provisions of the Trustee Act 1925shall apply to any such appointment.  Any statement of fact in any such deed of appointment shall be in favour of the person dealing bona fide and for value with the Association or the Committee and be conclusive evidence of the fact so stated.

13.  WINDING UP OF THE ASSOCIATION

(a)       A resolution to wind up the Association shall be passed only at an SGM and only if at least twenty per cent of the current adult membership is present.  For the purpose of calculating whether twenty per cent of the current membership is present, youth members and vice presidents shall not be counted as members and they shall not be counted as present; however, if the meeting is quorate then any vice president (but not youth member) who is present may vote.  At least two thirds of those voting (including Vice Presidents) must resolve in favour of the winding up of the Association for the resolution to be effective.

(b)       If the members at an SGM pass a resolution for the winding up of the Association, then they shall also pass a resolution directing the Treasurer and the Trustees to distribute all property (of whatever kind) in accordance with paragraph 13(b).  

(c)       Upon the winding up of the Association, and after satisfaction of all the Association's debts and liabilities, the property (of whatever kind) of the Association shall be distributed to one or more not for profit or charitable organisations having as its or their object the promotion of sailing for the benefit of its or their members or (in the case of a charity) third party beneficiaries.  

(d)       If at the SGM a resolution for the winding up of the Association is passed but the members do not pass a resolution specifying to whom the property of the Association shall be distributed, then the Trustees and the Treasurer shall each distribute the property under their respective control to such organisations as they consider appropriate, provided that those organisations shall satisfy the requirements of paragraph 13(b).