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Constitution

MOODY OWNERS ASSOCIATION CONSTITUTION Spring  2004 amended Feb 2007

Section 1.   Name and Objects

1.1    The name of the Association shall be "Moody Owners Association" (hereinafter referred to as the Association).

 

1.2    The objects for which the Association is formed are:

 a.     To provide social, sailing and other activities as may from time to time be determined for its members.

 b.    To periodically produce and distribute publications in which Members may express their views and experiences upon such matters as may be of mutual interest to other owners of Moody yachts.

 c.    To promote and provide for the exchange of ideas between the owners and suppliers of Moody yachts and their component parts

 d.    To promote the formation of Branches of the Association.

  

1.3   The Association is a non-profit making organisation. All profits and surpluses will be used to maintain or improve the services provided to its members. No profit or surplus will be distributed except as covered under clause 6.10 (i.e. Dissolution of the Association).

 

Section 2.  Officers

2.1    The Officers of the Association shall be Members of the Association and shall consist of President, Commodore, Vice Commodore, Honorary Secretary, Membership Registrar and Honorary Treasurer. 

 

The Commodore shall be proposed and seconded by each Branch in turn, where practical, and similarly the Vice Commodore shall also be proposed and seconded by the next Branch in turn, where practical.  The Commodore and the Vice Commodore shall be elected at the Annual General Meeting and hold office for two years retiring at the termination of the AGM two years after being appointed. Unless otherwise agreed at an Annual General Meeting the order of Branch nominations shall be in alphabetical order of the names of the Branches.

 

If, for any reason, the Commodore shall retire from or cease to fulfil the role of Commodore the Vice Commodore shall automatically take over the role, title and duties of Commodore until the next Annual General Meeting of the Association

 

The remaining Officers shall hold office for one year, retiring at the termination of the AGM in each year.  They shall each be eligible for re-election, up to a maximum of three years in office, at which time upon retiring, shall stand down for a minimum period of one year before seeking re-election unless the position cannot be filled.

 

2.2    Duties of Honorary Secretary

The Honorary Secretary shall:

 a.      Conduct the correspondence of the Association.

 b.      Maintain the custody of all Association documents.

 c.      Keep minutes of all meetings of the Association, the Committee and Sub-committees which shall be confirmed and signed by the appropriate Chairmen upon agreement of the Association, the Committee or Sub-committee.

 

2.3    Duties of Membership Registrar

The Membership Registrar shall:

a.      Ensure that a confidential register is kept of members particulars.

b.      Ensure that new memberships and renewals are processed.

c.      Ensure that an annual list of the membership is published for members.

d.      Ensure that the Association complies with any data protection legislation.

 

2.4    Duties of Honorary Treasurer

The Honorary Treasurer shall:

a.      Cause such Books of Account to be kept as necessary to give a true and fair view of the state of finances of the Association

b.      Prepare as at 31 December in each year an Annual Balance Sheet and an Income and Expenditure Account drawn up to that date and cause such Accounts to be audited and shall thereafter cause the same to be available to the members of the Association at least fourteen days before the date of the Annual General Meeting. 

c.    Draw up and maintain a list of rules in respect of management of the Association accounts, including the funding of Branches.  These rules and any subsequent amendments shall be approved by the Committee.

 

Section 3.  Management of the Association

3.1   The Committee shall manage the affairs of the Association according to the Constitution and shall cause the funds of the Association to be applied solely to the objects of the Association or for a benevolent or charitable purpose nominated by a General Meeting.

 

3.2   The Committee shall appoint an Editor for its Magazine, and a Webmaster for the Website and may, at its discretion, appoint other persons to carry out specific tasks should the need arise.   

 

3.3   The Committee may award honoraria to any member to whom it deems appropriate.

The receipt of an honorarium shall not render that member ineligible to be an Officer or Committee Member, nor shall it remove the right of that Committee Member to vote during Committee meetings other than on the matter of honoraria

3.4    Appointment of Sub-committees

The Committee may appoint such Sub-committees as it may deem necessary.  Such Sub-committees shall consist of such members of the Committee or the Association as the Committee may think fit.

 

3.5    Duties of the Independent Examiner

a.      The Independent Examiner shall be appointed at the Annual General Meeting in each year and shall be a person acceptable to the Members of the Association

b.      The Independent Examiner shall audit the Accounts of the Association when called upon to do so and shall give such certificate of assurance as to the accuracy of the said Accounts as shall be required by law and by the Committee.

c.      If the Independent Examiner is unwilling or unable to act, the Committee shall appoint a substitute to hold office until the termination of the next Annual General Meeting.

 

Section 4.  Membership

4.1    Categories and Votes of Membership

There shall be the following categories of membership with power to vote at all meetings of the Association as indicated hereunder:

 

a.      Member 

Defined as being a person who is the owner or part owner of a Moody yacht or is in the process of acquiring a Moody yacht and has paid the current subscription due.  All part owners may become Members provided that each pays the current subscription due.  A Member shall have one vote.

Owner and spouse or partner shall be considered as joint members should they request it, paying only one membership fee, but have only one vote between them.  Such details will be recorded on the database.

 

b.      Associate Member 

The grade of Associate Member shall be open to such persons as are invited to join the Association in recognition of their contribution toward the furtherance of the Objects of the Association or any Member who has sold their Moody yacht and wishes to remain a Member of the Association.  Any Member or Honorary Member may propose a candidate for Associate Membership who shall be elected subsequently at the Annual General Meeting.  Associate Members shall have no voting rights.

 

c.      Honorary Member

A person who by virtue of making an outstanding contribution to the Association has been duly nominated and elected by the Membership in accordance with paragraph 5.7.  An Honorary Member shall have one vote.

For voting purposes the term 'Member' shall be either the Member or his/her partner and the vote cast may be from either but not both.  

 

d.     Emeritus Member

        1.  A grade of membership for members who have made a significant contribution to their Branch or the Association and have had to give up owning a boat but would like to keep an interest in the activities of the Association.

      2.  Such members shall be nominated or elected by their Branch or, for those who do not belong to a branch, the members of the Association at a General Meeting.

      3.  They will be allowed to join in Association and Branch events and shall receive copies of Compass but not have a vote at General Meetings.

      4.  The annual subscription for such membership shall be 50% of the full membership subscription.  

 

4.2    Subscription Fees

The rate of annual subscription shall be proposed by the Committee to the Members at the Annual General Meeting each year.

Any proposed changes shall be approved by a majority of votes and shall become operative on the first day of January in the year following.  The current rate of subscription shall be notified to all persons applying to join the Association.

All Members shall pay to the account of the Association their first annual subscription upon joining and thereafter on the first day of January in each year. Those joining after the first September shall become members until the end of the following year, providing they pay the subscription at the following year's rate.

 

4.3    Obligation to Provide an Up-to-date Address

Every member shall be obliged to furnish the Membership Registrar with an up-to-date address which shall be recorded in the register of Members and any notice sent to such an address shall be deemed to have been delivered.

4.4    Application for Membership

Every application for membership shall be in the form as from time to time prescribed by the Committee and shall include the name and address of the applicant and show such sums as may be payable to the Association in respect of subscriptions.

 

a.      Upon receipt of an application for membership accompanied by the appropriate fee, the Membership Registrar shall furnish the member with a membership card displaying the period of validity and information on obtaining a copy of the Constitution of the Association.  

 

b.      A member wishing to resign his/her membership shall give notice to that effect in writing to the Membership Registrar.  Subscriptions shall be non-returnable.

 

c.      Membership will automatically lapse for any member whose annual subscription is more than three months in arrears.  No member whose annual payments are in arrears may enter any Association event or vote at any meeting.

 

Section 5.  Committee

5.1    The Committee shall consist of the Officers elected at the Annual General Meeting and one member elected by each branch each year to hold office until the termination of the next Annual General Meeting following.  The Committee may also nominate two members for election at the Annual General Meeting.

 

5.2    Each Branch Captain shall be an ex-officio member of the Committee

 

5.3    The Committee may co-opt a Member to fill any vacancy on the Committee until the next Annual General Meeting following.

 

5.4    Chairman at Committee Meetings

At every Meeting of the Committee the Commodore shall preside.  In the absence of the Commodore the Vice Commodore shall be the Chairman and in his/her absence a Chairman shall be elected by those members present and such elected person shall preside.

 

5.5    Voting at Committee Meetings

Voting shall be by show of hands.  In the case of an equality of votes, the Chairman shall have a second or casting vote.

 

5.6    Quorum

50% of the whole Committee, being personally present,  shall form a quorum at Committee meetings.

 

5.7    Nomination of Honorary and Emeritus Members by Committee

The Committee may nominate for election at an Annual General Meeting such Honorary and Emeritus Members as the Committee may think fit.  The total number of such members shall not exceed five per cent of the total number of members.

 

Section 6.  Meetings of the Association

6.1    Annual General Meeting

An Annual General Meeting of the Association shall be held each year on a convenient day in February or March.  The Honorary Secretary shall, at least fourteen days before the date of such meeting, or any other General Meeting as hereinafter mentioned, post or deliver to each Member notice of such meeting and the business to be brought before such meeting.  This notification shall include a proxy form listing all of the proposals to be brought up at the meeting and those members who are not able to attend the Meeting may return the proxy form showing their approval or otherwise of each proposal.  Their votes will be added to the votes of those present.

 

6.2    Business at Annual General Meeting

The business to be completed at the Annual General Meeting shall be the election of Officers, Committee members and Independent Examiner, the acceptance of the Honorary Treasurer's Report and Accounts, the rate of membership subscription for the following year and, if changed from the current year, the acceptance of the rate.  The Meeting shall also consider proposals submitted by the Committee or members in writing and received by the Honorary Secretary at least twenty eight days before the date of the meeting.

 

Upon completion of such business any Member having any point to raise in the interests of the Association shall be free to make that point known in order that full and free discussion may take place, the depth and extent of such discussions shall be at the discretion of the Chairman of the Meeting.

 

6.3    Special General Meeting  

The Committee may, at any time, upon giving twenty eight days notice in writing to all members call a General Meeting of the Association for any special business, the nature of which shall be stated in the notice convening the Meeting and the discussions at such meetings shall be confined to the business stated.

 

The Committee shall similarly call a General Meeting upon the written request being received by the Honorary Secretary, signed by at least twenty five Members and Honorary Members who are not Committee members.  The business to be discussed shall be confined to that stated in the notice convening the meeting.

 

6.4    Chairman at Meetings

 At every General Meeting of the Association the Commodore shall preside.  In the absence of the Commodore the Vice Commodore shall be the Chairman and in his/her absence a Chairman shall be elected by those members present and such elected person shall preside.

 

6.5    Quorum at Meetings

Ten Members or Honorary Members entitled to vote and personally present shall form a quorum at any General Meeting of the Association.

 

6.6    Voting at Meetings

Only members entitled to vote may vote at any meeting of the Association.

 

6.7    Voting at Meetings (Method)

Voting at Meetings shall be by show of current membership cards.

 

6.8    Equality of Vote

In the case of equality of votes the Chairman shall have a second or casting vote on any matter other than the election of members of the Committee and changes to the Constitution. 

 

In the event of candidates for the Committee polling an equal number of votes, the position to be filled shall be determined by lot.

 

6.9    Voting on Changes to the Constitution

Any resolution to create, repeal or amend any part of the Constitution of the Association shall require a majority of two thirds of those entitled to vote and are present or have correctly submitted a valid proxy authority.

 

At any General Meeting this Constitution can be relaxed subject to the agreement of two thirds of Members voting if it shall seem appropriate (for example, but without prejudice to the generality of the power, if some person shall have been nominated for an office and shall between the date for nominations and the vote shall decide not to seek election so that new or different nominations might be proposed outside the normal time limits for each position and for which any substitute candidate may then wish to stand).

 

6.10  Dissolution of the Association

If upon winding up or dissolution of the Association there remains, after the satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid to or distributed amongst Members of the Association but shall be given or transferred to the funds of the Royal National Lifeboat Institution.

 

Officers of the Association shall not be held responsible, jointly or severally, for any debts outstanding at such winding up or dissolution.

 

Section 7.  Branch Formation Criteria

7.1    A Branch may be formed with the approval of the Committee of the Association in an area where there are sufficient members.  A Committee made up of a Branch Captain and such other Officers and committee members as the Association Committee may deem appropriate shall be elected by each branch on formation and at each of its Annual Meetings.

 

7.2    The Branch shall be formed from Members who berth within the geographical area covered by the Branch.  Members may elect to join a branch other than that covered by their berth and should signify this to the Membership Registrar or the Honorary Secretary as appropriate.

 

7.3    The Branch shall uphold the Constitution of the Association.

 

Section 8.  Conduct of Branches

8.1    Each Branch shall hold an Annual General Meeting each year and keep minutes of such meetings. 

The Branch shall keep an accurate record of its accounts.  All minutes of Branch General Meetings shall be promptly submitted to the Honorary Secretary and the annual accounts of the Branch shall be promptly submitted to the Honorary Treasurer.

 

8.2    Each Branch shall be responsible for administration of its Branch subvention from the Association.  Branch Captains will be notified of the basis of calculating subvention by the Association Committee prior to the Annual General Meeting.

 

8.3    The Branch shall publish its activities through the media of the Association Magazine, the Website  and Branch newsletters.

 

8.4    If any Branch shall be considered by the Association Committee to be mismanaged or fail to comply with any of the above requirements or fails to be carrying out any suitable activity the Association Committee has the power to determine the existence of the said Branch upon fourteen days notice being given to the Branch Captain at his or her last known address.  If the Branch Captain does not accept the Committee ruling the matter may be referred to a General Meeting of the Association.  The decision of the Association shall be final.

 

8.5    On the dissolution of the Branch in manner aforesaid all surplus funds shall revert to and belong to the Association and all Officers of the Branch shall take all steps to facilitate such transfer.

 

8.6    No Member or Officer of any Branch shall have authority to incur liability on behalf of the Association.  If any Member or Officer of such Branch shall purport to or shall incur liability on behalf of the Association such person or persons shall indemnify and keep indemnified the Association, its Committee and Members from the result of any such claim.