Constitution

 CONSTITUTION

1.   Name
(a)    The Association shall be called the Yachting Journalists’ Association (“the Association”)

2.   Objects
               The objects of the Association are to further the interests of yachting journalism and of yachting, sail and power

3.   Membership
      (a)   There shall be three basic categories of Membership of the Association: –
(i)   Full Membership shall be available to those professionally involved in yachting journalism, either full or part time, in any of its forms but not necessarily exclusively.
(ii)   Corporate Membership shall be available to press officers, public relations and marketing personnel who work in the yachting media field.
(ii)  Junior Membership shall be available to young people who wish to become journalists who are engaged in any form of writing, photography, radio, video or TV production and who are between the ages of 17 and 21.
(b)   Any person who wishes to become a member of the Association should complete a membership application form, indicating whether he wishes to become a Full Member, a Corporate Member or a Junior Member, and submit it to the Secretary.
(c)   Applications for membership should be proposed and seconded by two Full Members in the case of an application for Full Membership and by two Full and/or Corporate Members in the case of an application for Corporate Membership, Applications for Junior Membership may apply for membership in the same way that all applicants for any class of Membership Aapplicants for any class of  Membership who are unable to provide a proposer and seconder may still apply for membership.
(d)   Corporate Members will not be eligible to vote on matters relating to the Association save that they may elect a representative from their number to attend meetings of the Committee and to liaise with the Committee on matters relevant to their respective professions.
(e)   Election to all categories of Membership shall be at the sole discretion of the Committee.

4.   Subscription

(a)   The annual subscription shall be determined from time to time by the Annual General Meeting, upon recommendation by the Committee
(b)   The annual subscription paid by members shall be due on November 1st each year.
(c)    New members joining the Association at a date other than November 1st shall pay such proportion of the annual subscription as the Committee may determine from time to time.
(d)   Election to all categories of Membership shall be at the sole discretion of the Committee.
(e)   The annual subscription for members who do not pay their subscription in Sterling may be adjusted to compensate for currency conversion and administration costs.
(f)   When a member is over the age of 65 and the member’s age added to the number of years that the member has belonged to the Association reaches at least 80, the member shall be entitled to a 50 percent discount on the relevant full annual subscription but shall not also be entitled to discounts for payments by banker’s standing order. When a member reaches the age of 85, they will be entitled to apply for complimentary Honorary Membership at their next renewal date”

5.   Resignation
(a)   A member shall cease to be a member of the Association if he gives written notice of resignation to the Secretary, or if he dies.
(b)   A member whose subscription is more than two months in arrears may be deemed to have resigned, subject to a decision by the Committee.

6.   Expulsion
    (a)   The Committee shall have the power to recommend the expulsion of a member when, in their opinion, it is no longer in the interest of the Association for them to remain a member.
(b)    A member shall not be expelled unless he/she is given 30 days’ written notice to attend a meeting of the Committee, including written details of the complaint made against him/her.
(c)   The member shall be given an opportunity to appear before the Committee to answer any such complaint against him/her.
(d)   A member shall be expelled only by a resolution of the Full Members duly passed at an Annual or Special General Meeting after the Committee has laid before the meeting the reasons for the recommendation of expulsion. The member shall have the right to make a statement to the General Meeting. A member shall not be expelled unless two-thirds of those present at the General Meeting vote in favour of expulsion.

7.   Committee
(a)   The business of the Association shall be managed by a Committee of members of the Association (“the Committee”) which shall consist of the Chairman and Vice-Chairman together with no fewer than five nor more than ten elected members.
(b)   The Committee members shall be proposed, seconded and elected at the Annual General Meeting and shall be eligible to remain in office for three years.
(c)   Any vacancy occurring by resignation or otherwise may be provisionally filled by the Committee appointing a co-opted member, and any member so chosen shall retire at the next Annual General Meeting but shall be eligible for re-election at that meeting.
(d)    The Committee shall additionally appoint a Secretary/Treasurer or a Secretary and a Treasurer who shall be ex-officio members of the Committee.
(e)   Committee meetings shall be held from time to time when deemed necessary by the Chairman and/or the Secretary or when requested by at least three members of the Committee. The Chairman and/or Secretary shall give all the members of the Committee not less than seven days’ oral or written notice of a meeting and the quorum for any Committee meeting shall be five Committee members present. The Chairman or, if he is not present, another member as acting Chairman, shall chair each Committee meeting. Decisions of the Committee shall be made by a simple majority vote of the Committee members present. In the event of equal votes the Chairman or the acting Chairman of that meeting shall have the casting vote. The Secretary, or another person as directed by the Chairman or acting Chairman, shall take the minutes, which shall be circulated to Committee members if possible, within eight days of the Committee meeting.
(f)   The Committee may from time to time appoint from among their number such sub-Committees as they may consider necessary and may delegate to them such powers and duties of the Committee as the Committee may determine. The Committee may also co-opt others to serve on such sub-Committees. All sub-Committees shall periodically report their proceedings to the Committee and shall conduct their business in accordance with the directions of the Committee.
(g)   The Committee shall be responsible for the management of the Association and the Committee, but not any sub-Committee, shall have the sole right of appointing and determining the terms and conditions of service of employees of the Association and of entering into contracts on behalf of the Association.
(h)    Any Committee member with a personal financial interest in the outcome of any vote shall declare his interest to the Committee and, if the Committee deems it appropriate, that member shall not vote on any such matters.
(i)   The members of the Committee shall be entitled to an indemnity out of assets of the Association for all expenses and other liabilities properly incurred by them in the management of the Association.

8.   Officers and Honorary Members
    (a)   The Officers of the Association shall be a Chairman, a Vice-Chairman and a Secretary and they shall all be members of the Association.
(b)   The Chairman and Vice Chairman shall be proposed, seconded and elected at each Annual General Meeting and shall hold office until the next Annual General Meeting when they shall retire. Any vacancy in the officers of the Association, occurring by resignation or otherwise, may be filled by the Committee. Retiring officers shall be eligible for re-election, save that the Chairman shall not be eligible for re-election after holding office for three years but shall become eligible again after a further three years.
(c)   The Annual General Meeting, if it thinks fit, may elect a President and Vice-President of the Association. A President or Vice-President need not be a member of the Association but on election shall, ex-officio, be an honorary member of the Association and be entitled to attend meetings of the Committee but shall not have a vote.  A President and Vice-President shall have an honorary role(s) in the Association and shall be re-elected annually at the Annual General Meeting in line with other Officers and Committee Members for a term of office running in total, not longer than the term of office held by the currently elected Chairman
(d)   The Committee may elect any person as an honorary member of the Association for such period as they see fit and any such member shall be entitled to all the privileges of membership except that they shall not be entitled to vote at meetings nor serve as Officers or on the Committee

9.   Annual General Meeting
    (a)   The Annual General Meeting of the Association shall be held each year to transact the following business: To receive the Chairman’s report of the activities of the Association during the previous year;
To receive and consider the accounts of the Association for the previous year, the Auditor’s report on the accounts and the Treasurer’s report as to the financial position of the Association;
To remove and elect the Auditors or confirm that they remain in office;
To elect the Chairman, Vice-Chairman and other members of the Committee;
To decide on any resolution which may be duly submitted in accordance with rule 9 (d).
(b)   Notice of the timing and venue of the Annual General Meeting shall be sent to the members not less than 28 days before the meeting. Details of vacancies on the Committee and of retiring Officers should be circulated at the same time
(c)    Nominations for election of members to any office or for membership of the Committee shall be made in writing by the proposer and seconder to the Secretary not less than 14 days before the Annual General Meeting and shall be accompanied by the written agreement of the nominee to stand for election.
(d)   When sudden or unpredicted resignations have occurred or where insufficient nominations have been received to fill the required Committee quorum, or when vacancies have not been circulated to the members in time for them to respond with the 14-day deadline for nominations, nominations for Committee vacancies may be taken from the floor of the meeting.
(e)   The precise wording of any resolution proposed by the Committee to be moved at the Annual General Meeting shall be given in writing to the Secretary and circulated to the members not less than 28 days before the meeting.. Members who wish to propose their own counter-resolutions to those proposed by the Committee must submit their proposals or counter-resolutions to the Secretary no less than 14 days before the meeting is due to take place. Amendments to published resolutions may be proposed from the floor of the meeting.

10.   Special General Meeting
(a)   A Special General Meeting may be called at any time by the Committee and shall be called within 28 days of receipt by the Secretary of a requisition in writing signed by not less than 10 per cent of the members, stating the purposes for which the meeting is required and the precise wording of the resolutions to be proposed.

11.   Procedure at the Annual and Special General Meeting.
(a)   The Secretary shall send to each member at his last known address, written notice of the date of the General Meeting together with the resolutions to be proposed at least 28 days before the meeting, including vacancies on the Committee and of retiring officers.
(b)   The Chairman, or in his absence a member selected by the Committee as acting Chairman, shall take the chair at each Annual or Special General Meeting. Each Full Member of the Association shall have one vote on each proposed resolution that may be cast either by post, fax, email or in person at the meeting. All resolutions shall be passed by a simple majority vote. In the event of equal votes, the Chairman of the meeting shall have a second casting vote.
(c)   The Secretary, or another person as directed by the Chairman or acting Chairman shall take the minutes at Annual and Special Meetings.
(d)   Save as provided in rule 18, at any Annual or Special General Meeting there shall be a quorum of 10 members or 10 per cent of Full Members, whichever is the lower.

12.   Alteration of the Constitution
    (a)   The Constitution may be altered by resolution at an Annual or Special General Meeting of which due notice has been given, provided that the resolution is carried by a majority of at least two-thirds of the
Full Members present at the meeting, combined with majority of two-thirds of the Full Members who are not present at the meeting but have voted by other means in accordance with Rule 11(b).

13.   Bye-Laws
    (a)   The Committee shall have the power to make, repeal and amend such bye-laws as the Committee may from time to time consider necessary for the well-being of the Association, provided such byelaws are not in conflict with Constitution. Such byelaws repeals and amendments shall have effect unless and until set aside by the Committee at a Committee meeting or by members at a General Meeting.

14.   Finance
  (a)   All monies payable to the Association shall be received by the Treasurer or the Secretary and deposited in one or more  bank accounts in the name of the Association. Sums may be drawn from these accounts by the Chairman or the Treasurer up to an amount determined by the Committee. Any greater sum may only be withdrawn on the express written authority of the Chairman and the Treasurer.

(b)   Any monies not required for immediate use may be invested by the Committee, at their discretion.
(c)   The Committee shall have the power to authorise the payment of remuneration and expenses to any officer, member or employee.

15.   Borrowing
    (a)   The Committee may borrow money on behalf of the Association for the purposes of the Association from time to time at their own discretion for the general upkeep of the Association or with the sanction of a General Meeting for any other expenditure, additions or improvements.
(b)   When so borrowing the Committee shall have power to raise in any way any sum or sums of money in such a manner or on such terms and conditions as they think fit, and in particular by mortgage of or charge upon the property of the Association.
(c)   The Committee shall have no power to pledge the personal liability of any member of the Association for the repayment of any sums so borrowed.

16.   Awards
(a)   The Committee shall have the right to make awards for achievements in the field of yachting and in the field of yachting journalism, and shall further have the right to join with other organisations in the making of such awards and shall also have the right to licence other organisations and companies to make arrangements for and administer such awards and to arrange any social function associated with any such awards.

17.   Property
    (a)   The Property of the Association, other than cash at the bank, shall be vested in not more than four custodians. They shall deal with the property as directed by resolution of the Committee and entry in the minute book shall be conclusive evidence of such a resolution.
(b)   The custodians shall be elected at a General Meeting of the Association and shall hold office until death or resignation unless removed by resolution passed at a General Meeting.
(c)   The custodians shall be entitled to an indemnity out of the property of the Association for all expenses and other liabilities properly incurred by them in the discharge of their duties.

18.   Dissolution
    (a)   A resolution to dissolve the Association shall be proposed only at a Special General Meeting that has a quorum of 20 percent of the Full Membership and shall be carried by a majority of at least two-thirds of such members.
(b)   The dissolution shall take effect from the date of the resolution and the members of the Committee shall be responsible for the winding-up of the assets and liabilities of the Association.
(c)    Any property remaining after the discharge of the debts and liabilities of the Association shall be donated to a charity associated with yachting to be decided by the General Meeting and, in default, by the Committee.

19.   Interpretation
    (a)   In this Constitution, unless the context otherwise requires, references to the singular number shall include the plural and vice versa, references to any gender shall include all genders, references to any Rule number shall mean such in this Constitution, and the headings shall be for the convenience only and shall not affect the meaning or construction of this Constitution.
(b)   The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Constitution, which shall be governed and construed in accordance with English law.