Cotswold Sailing Club Constitution

Updated 10 months ago by IT

Approved at the EGM on 20th August 2006. Supersedes all previous versions.


  1. The name of the Club is the Cotswold Sailing Club, the burgee of which shall be a picture of a sailing dinghy encircled by the wording “Cotswold Sailing Club”. The sailing waters are Lake 9, Cotswold Water Park.
  2. The object of the Club is to promote and facilitate the sport of dinghy sailing, radio-controlled model yachting and any other compatible leisure activity which the Committee deems fit to introduce.
  3. A limited company (Cotswold Sailing Club Ltd) owns and controls the sailing lake land and buildings. This company is operated within Cotswold Sailing Club. In all matters (save for legal requirements) this Constitution will be the binding and covering document for both Cotswold Sailing Club and Cotswold Sailing Club Ltd. In all matters Cotswold Sailing Club controls Cotswold Sailing Club Ltd.

    1. Any family or individual of either sex, who is keen and interested in sailing, is eligible as a candidate for membership.
      1. The definition of a member is as follows:
        1. A family member shall be any single adult over the age of 18 years or couple and any of their children who do not exceed 18 years of age. They shall each in their own right be entitled to the full amenities of the Club. The single family membership carries only one voting right. Its annual fee allows for the sailing of one or more boats, subject to payment of berthing fees if appropriate.
        2. Life membership shall denote a long-term individual, family or organisational membership for which a single fee, determined by the Committee, has been paid. Life memberships secure entitlement to one vote only. The Committee shall determine conditions regarding factors such as the sailing of one or more boats, berthing rights, transferability between generations and the sale of life memberships.
        3. Non sailing membership will be restricted to ‘retiring’ members (as determined by the Committee) who, for whatever reason, no longer sail, but wish to remain within the Club
        4. Associate membership shall be available only to retiring members wishing to keep in touch with the Club. Its annual fee entitles each to receive issues of the Club magazine only.
      2. In the event that other activities are introduced into the Club, these will be considered secondary to the Club’s primary function of dinghy sailing and may incur a separate and/or additional fee structure, as determined by the Committee.
      3. The use of the Club’s facilities by the general public on a day-fee structure will be encouraged whenever it is safe and practicable to do so. This will be at the discretion of the Committee. (See also 11d)
      4. Members may entertain occasional guests free of charge provided details are entered in the Official Visitors Book in the Clubhouse. Regular or frequent guests, defined if necessary from time to time by the Committee, must apply for appropriate membership status.
  5. The Club may at a General Meeting elect honorary members.
  6. Applicants for membership may use Club facilities on payment of the relevant day sailing fee and if subsequently accepted as members, subscriptions will be reduced by the amount of day sail fees paid for the appropriate days.
  7. All members, other than honorary members, must be approved by the Committee and may be elected at any meeting of the Committee called for that purpose.
  8. It shall be a condition of membership that each member shall perform at least two duties each year as Officer of the Day or assistant. Members shall be excused this duty only by express agreement of the Committee or on payment of a sum as determined by the Committee from time to time and paid at the same time as the relevant subscription
  9. Every member undertakes to comply with the Club’s Constitution and with its By-laws and such other rules and regulations as the Committee may from time to time determine. Refusal or neglecting to comply or any conduct which the Committee feels harmful to the interests of the Club shall make a member liable for suspension or expulsion. Such members shall first be asked by the Committee for an explanation of their conduct and then given the choice of defending themselves or resigning their membership
  10. A vote on a resolution for approval of membership or expulsion shall, if requested by a Committee member, be by ballot and shall only be carried if not less than three quarters of the Committee members present vote in favour of the resolution.
    1. The Club’s sailing waters, land and buildings are owned by Cotswold Sailing Club Ltd, (‘The Company’) the waters and buildings being leased back to Cotswold Sailing Club. The Company is owned by nominees in trust for the Club. In the event of the Club being wound up either because it is insolvent or it is otherwise closed (see 17 (c) below) any funds (net of closure costs) will be divided between the membership in the following order:-
      1. Any loans will be repaid at face value where funds allow, or part thereof where insufficient funds exist. For this purpose, and this purpose alone, life memberships dating from 1992 will have an equivalent value in terms of loan stock units as follows: ((20 – no. of whole years since 1/1/1992) × 13) / 20
      2. Any remaining funds will be divided between all of the membership in proportion to the number of whole years each membership has been in existence since the purchase of the lake, subject to the conditions in Clause 17c. (“Membership” is defined in Clause 4).
    Both Cotswold Sailing Club and Cotswold Sailing Club Ltd, shall be operated, the latter to generate income for the Club in any way the Committee deem fit, but not to the detriment of the primary objectives of the Club as laid out in Clause 2 of this constitution. The Company cannot act in any way other than described in this constitution. Appropriate independently externally verified accounts shall be prepared for both the Club and Company
    1. Any member who fails to pay his annual subscriptions within 28 days of the renewal date shall also be liable to a penalty fee fixed by the Committee or at its discretion to suspension or expulsion. Subscriptions are due on 1st January of each year and this shall be treated as the renewal date unless specifically extended by the Committee.
    2. A person of 18 to 23 years shall be accepted and registered as part of a family membership only while his or her permanent address remains that of the family member and at the discretion of the Committee. Such a member shall perform an additional duty to that of the family member. Attendance at the Club other than with the family group shall be at the discretion of the Committee.
    3. Non-members may use the Club facilities at the discretion of the Committee on payment of a daily fee as determined by the Committee from time to time.
  11. The annual subscription, other relevant fees and changes to the operating arrangements for each ensuing year shall be determined by the Committee and communicated to the membership not less than one month prior to the date of the AGM

    1. The Committee (all honorary) shall consist of a Commodore (Chairman), Vice Commodore (Vice Chairman), Secretary, Membership Secretary, Treasurer and Sailing Secretary. Additional members shall be elected to oversee specific aspects of the Club; eg there should be a Junior Commodore to establish and maintain a healthy Junior Membership Group. The Committee’s primary duty is to attend to the running of the Club and interpret its Constitution and rules in a fair and judicious way.
    2. All committee members shall be elected annually at the AGM.. to hold office until the conclusion of the next AGM. Retiring members are eligible for re-election.
    1. Candidates for election to the Committee shall be those members of the retiring Committee who offer themselves for re-election and such other club members who have been duly proposed and seconded. No candidate for election to the Committee (other than retiring Committee members) shall be proposed unless the name of the candidate and his/her proposer shall have been sent to the Secretary at least two weeks before the announced date of the next AGM.
    2. If a premature vacancy occurs by death or resignation, the Committee may co-opt a replacement member. Should the need for co-option otherwise arise, the Committee may co-opt up to three members to serve until the termination of the next following AGM
    3. If the number of candidates duly proposed and seconded exceeds the number of vacancies, the election shall be by ballot, determined by a simple majority of the memberships attending the AGM.
    1. The Committee shall manage the affairs of the Club in accordance with this Constitution
    2. The Committee may make such by-laws, rules and regulations as they deem fit.
    3. A committee meeting must consist of a minimum of four Members, including two directors of Cotswold Sailing Club Ltd. (i.e. 2 from Commodore, Vice Commodore, Treasurer, Secretary.)
    4. It shall be the responsibility of the Treasurer to keep complete and accurate Club Accounts and to ensure they are subject to appropriate independent, external verification.
    5. The financial year-end of the Club and Company shall be December 31st.

    1. An Annual General Meeting shall be held in January each year at an appropriate date, time and venue decided by the Committee. Club members shall be notified of the date of the AGM at least one month before the meeting and given an Agenda of the business to be discussed. Each family, honorary, life or non-sailing membership shall have one vote.
    2. No business except the passing of accounts, the election of the Committee and external accountant and any business that the Committee may have inserted in the notice convening the meeting, or otherwise, shall be discussed at the meeting unless such notice thereof be given to the Secretary by the end of November prior to the AGM.
    3. The Committee may, with 14 days notice, call a General Meeting of the Club for any specific business, the nature of which shall be stated in the summons convening the meeting and the discussion at such meeting shall be confined to that business alone, save as noted in para.16b)
    4. The Committee shall similarly call a General Meeting upon a writtten request addressed to the Secretary by at least twenty memberships. The discussion at such meeting shall be confined to the business stated in the notice sent to members.
    5. At a General Meeting of the Club each membership (including honorary members) shall have one vote as defined in 16 a). Junior Members may attend any general meeting but shall have no vote. In the case of equality of votes the Chairman shall have a second or casting vote.

    1. Notice of any alteration or addition to the Constitution intended to be proposed by a member shall be given to the Secretary in writing by the end of November if it is for discussion at the next AGM. or at least four weeks before any special general meeting called for that purpose, and all particulars of the proposal shall be set out in the notice convening the meeting
    2. All such proposed alterations or additions and any amendments to them which may be proposed or seconded and which are not covered by 17 (c) and 17 (d) below shall be put to the vote of the meeting and, provided that on a show of hands or, if demanded, on a ballot, a majority of two thirds of the votes of those members present and voting shall be cast in favour of the proposal then it shall be carried
    3. In the case of a proposal to wind up the club other than by reason of its insolvency then a postal vote of all of the membership shall be conducted and the proposal shall only be carried if at least 75% of all the membership are in favour. (“Membership” is defined in section 4). Remaining funds will be divided as in section 11 (a)(ii) above and paid to the charity nominated by the individual membership.
    4. In the case of a proposal to amend section 17 (c) then a postal vote of all of the membership shall be conducted and the proposal shall only be carried if at least 75% of all the membership are in favour. (“Membership” is defined in section 4). A ballot paper will be deemed to have been delivered if sent to the member’s last notified address. No proxy votes will be allowed.


  1. The Committee may borrow, or raise money for the Club, under such terms and such security as may be thought fit.
    1. The Club shall have the power to own freehold and leasehold property and to deal with or charge such property as the Committee shall decide. This will include the sailing waters and any leases and commercial arrangements deemed appropriate.
    2. Any such property shall be held on behalf of the Club in the name of four trustees who shall be appointed by the Committee from members of the Club and who shall be trustees for such a period as the Committee shall decide. These trustees shall also be Directors of Cotswold Sailing Club Ltd.
    3. On the removal, death or retirement of any trustee the Committee may appoint new trustees.
    4. The trustees shall hold any property for and on behalf of the Club and shall not deal with such property other than by the direction of the Committee.
    5. An entry in the Committee minutes signed by the Committee Chairman shall be conclusive evidence of the trustees’ authority to deal with the property of the Club.
  2. While the Committee will take all reasonable steps to ensure the well being and conduct of the Club, they cannot accept responsibility for any accident, loss or injury to members or visitors or damage to or theft of Club or personal property either ashore or afloat, nor can they be held responsible for any member or visitor failing to observe safety regulations or rules. In the case of dispute the rules and conditions laid down by this constitution, any external providers of finance, and the Royal Yachting Association shall prevail.
  3. The ultimate responsibility for safety lies with the individual member. In particular, children are the liability of their parents or guardians

See By-Laws

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