To encourage and assist as far as possible all local effort for improvement in design, rig, and seamanship of vessels built in Jamaica.
To establish, maintain, and conduct a yacht club and marina for the accommodation of the members of the Club and their friends, and generally to afford to them all the usual privileges, advantages, and accommodation of a Club.
MEMORANDUM OF ASSOCIATION OF ROYAL JAMAICA YACHT CLUB
(A Company limited by Guarantee and not having a Share Capital)
1. The name of the Company (hereinafter called “the Club”) is ROYAL JAMAICA YACHT CLUB.
2. The Registered Office of the Club will be situate in Jamaica.
3. The objects for which the Club is established are as follows:
(a) To take over all of the assets and liabilities of the present unincorporated body, known as the Royal Jamaica Yacht Club.
(b) To encourage its members in proficiency in navigation, in the personal management and handling of their yachts and in all other matters pertaining to seamanship.
(c) To encourage and assist as far as possible all local effort for improvement in design, rig, and seamanship of vessels built in Jamaica.
(d) To establish, maintain, and conduct a yacht club and marina for the accommodation of the members of the Club and their friends, and generally to afford to them all the usual privileges, advantages, and accommodation of a Club.
(e) To acquire by purchase, lease or otherwise, premises suitable for a yacht club and marina and to lay out and maintain the same for yachting, sailing, boating or other sports, and to build or otherwise provide a club-house and marina and other usual facilities in connection therewith, and to furnish, modify and maintain the same, and to permit the same to be used by members and employees of the Club and others, either gratuitously or for payment.
(f) To acquire by purchase, lease or otherwise any other lands, or property, situate contiguous or near to the premises of the club and such as may be deemed by the club likely to advance or benefit either directly or In-directly, the interest of the Club.
(g) To manage, improve, cultivate and maintain all or any part of the lands, and other property of the Club, and
to demise, sell, or otherwise deal with and dispose of the same, either together or in portions, for such considerations as the Club may think fit, and, in particular, for shares, debentures or securities of any company purchasing the same.
(h) To purchase, hire, make or provide and maintain and to sell or otherwise dispose of all kinds of equipment and other things required or which may be conveniently used in connection with the clubhouse and marina and other premises of the Club, by persons frequenting the same whether members of the Club or not.
(i) To buy, make, prepare, supply, sell and deal in all kinds of equipment used in connection with yachting, sailing and boating and other sports; and all kinds of liquors, provisions and refreshments required or used by the members of the Club or other persons frequenting the Club.
(j) To hire and employ all classes of persons considered necessary for the purposes of the Club and to pay to them and to other persons in return for services rendered to the Club salaries, wages, charges and pensions.
(k) To promote and hold, either alone or jointly with any other association, Club or persons, meetings, competitions and regattas, and to offer, give or contribute towards prizes, medals and awards therefor, and to promote, give or support dinners, balls, concerts and other entertainments.
(l) To establish, promote, or assist in establishing or promoting and to subscribe to, or become a member of, any other associations or Clubs whose objects are similar or in part similar to the objects of the Club,or the establishment or promotion of which may be beneficial to the Club. Provided that no subscription be paid to any such other association or Club out of the funds of the Club, except bona fide in furtherance of the objects of the Club.
(m) To invest and deal with the monies of the Club not immediately required, upon such securities and in such manner as may from time to time be determined. To borrow or raise and give security for money by the issue of or upon bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of the Club or by mortgage or charge upon all or any part of the property of the Club.
(n) To do all such other lawful things as are Incidental or conducive to the attainment of the above objects or any of them. Provided that the Club shall not support with Its funds any object or endeavour to impose on or procure to be observed by its members or others any regulation, restriction or condition which if an object of the Club would make It a trade union.
4. The income and property of the Club, howsoever derived, shall be applied solely towards the promotion of the objects of the Club as set forth in this Memorandum of Association; and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to the members of the Club: Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Club, or to any member of the Club In return for any services actually rendered to the Club, nor prevent the payment of interest at a reasonable rate on money lent, or reasonable and proper rent for premises demised or let, by any member to the Club; but so that no member of the Committee of Management or Governing Body of the Club shall be appointed to any salaried office of the Club or any office of the Club paid by fees, and that no remuneration or other benefit in money or money�s worth shall be given by the Club to any member of such Committee or governing body except repayment of out-of-pocket expenses and Interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Club, so, however, that the provision last mentioned shall not apply to any payment to any railway, gas, electric lighting, water, cable or telephone company of which a member of the Committee of Management or governing body may be a member or any other company in which such member shall be a shareholder, and such member shall not be bound to account for any share of profits he may receive in respect of such payment.
5. No addition, alteration, or amendment shall be made to or in the regulations contained In the Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by the Minister.
6. The fourth and fifth paragraphs of this Memorandum contain conditions on which a licence is granted by the Minister to the Club in pursuance of Section 20 of the Act.
7. The liability of the members is limited.
8. Every member of the Club undertakes to contribute to the assets of the Club in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the Club contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of winding up of the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding Twenty Dollars.
9. If upon the winding up or dissolution of the Club there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Club, but shall be given or transferred to some other institution or institutions, having objects similar to the objects of the Club, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Club under or by virtue of paragraph 4 hereof, such institution or institutions to be determined by the members of the Club or in default thereof by such Judge of the Supreme Court as may have or acquire jurisdiction in the matter and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.
10. True accounts shall be kept of the sums of money received and expended by the Club and the matters in respect of which such receipts and expenditure take place and of the property, credits and liabilities of the Club; and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Club for the time being shall be open to the inspection of the members. Once at least in every year, the accounts of the Club shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.
ARTICLES OF ASSOCIATION OF ROYAL JAMAICA YACHT CLUB
(A Company limited by Guarantee and not having a Share Capital)
1. (a) These Articles are to be construed with reference to the provisions of the Companies Act 1965.
(b) In these Articles:� “the Act” means the Companies Act, 1965. “the Club” means the above named Club. “the Seal” means the common seal of the Club.
“Secretary” means the person appointed to perform the duties of the secretary of the Club.
Words importing the masculine gender only shall include the feminine gender. Expressions referring to writing shall, unless the contrary intention appears, be construed as including reference to printing, lithography, photography, and other modes of representing or reproducing words in a visible form. Unless the context otherwise requires, 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 Club.
(c) The Club is established for the purposes expressed in the Memorandum of Association.
2. CONSTITUTION AND QUALIFICATION OF MEMBERSHIP:
The number of Members with which the Club proposes to be registered is twelve hundred but the Committee of Management may, whenever the business of the Club requires it, register an Increase of Members.
The Club shall consist of Ordinary members, Cadet and Junior members, Lady members, Temporary members, Patrons, Honorary Life members, Honorary members, Privileged members, Service members, and Absentee members and the first Members of the Club shall be:
(a) The subscribers to the Memorandum of Association who shall be Ordinary members; and
(b) Every person who at the incorporation of the Club was a member of the unincorporated Club known as the Royal Jamaica Yacht Club and who shall consent to
become a member of the Club and each such member shall be of the class of member of the Club correspond¬ing to the class of member of the said unincorporated Club to which he belonged. Every member of the Club who shall, previously to his becoming a member of the Club have paid his current subscription (if any) due as a member of the said unincorporated Club shall not be liable to pay any further sum by way of subscription to the Club in respect of his then class of membership for the period covered by his subscription to the unincorporated Club.
(a) Ordinary Members:
(I) Every candidate for Ordinary membership must apply In writing on the form provided by the Committee of Management stating the candidate�s usual residence, rank, profession or occupation and this form shall be signed by a proposer and seconder who shall be members of the Club, one, at least, of whom shall be a member of the Committee of Management.The proposal shall be sent to the Secretary who shall immediately cause same to be posted on the bulletin board in the Club House and entered in the candidate�s book for the
use of the Committee of Management, and such candidate shall be ballotted for at the first convenient meeting of the Committee of Management after the lapse of two weeks from the date of such proposal. No ballot shall be valid unless five members of the Committee actually vote and any two black balls shall exclude.
(ii) Any person whose Application for membership has been rejected shall not be eligible to re-apply for membership within one year from the date thereof.
(b) Cadet and Junior Members:
The Committee of Management may, in the same manner as Ordinary members, elect as Cadet members, children between the ages of 12 to 16 years, and as Junior members, youths between the ages of 16 and 21 years, provided however, that in any particular circumstances the Committee may extend the age limit for a Junior member to 25 years. (They may also be elected in the same manner as a Junior member, persons between the ages of 21 and 30 years old who are bonafide students). The sponsors shall be responsible for any liability incurred by the Cadet or Junior members who shall not be entitled to hold office or vote at general meetings.
(c) Lady Members;
The Committee of Management may elect Ladies as members in the same manner as ordinary members and such Lady members shall be entitled to hold any office or serve on the Committee of Management and shall be eligible to vote at General Meetings.
(d) Temporary Members The Committee of Management may at their discretion elect as temporary members visitors from abroad for any period not exceeding 24 months upon application in writing supported by a request from a member of the Committee of Management.
Such temporary members shall not be eligible to hold any office in the Club nor to vote or fly the Club burgee but otherwise shall enjoy and exercise during such temporary membership all the privileges of ordinary members.
(i) The Governor General of Jamaica shall during the tenure of his office be patron of the Club.
(ii) Any distinguished member or other person who has rendered service to the Club may also be elected a patron of the Club at an annual or special general meeting on the recommendation of the Committee of Management and on a two-thirds majority vote of members voting at such general meeting.
A Patron shall possess and enjoy all the rights and
privileges of membership and be ex-officio a member
of all Committees.
(f) Honorary Life Members: Any gentleman whom either for his past services in promoting the welfare or objects of the Club, or for any other cause, the Club may wish to honour, may have the permanent honorary membership of the Club conferred upon him; provided that he receives the unanimous vote of the Committee of Management present at the meeting, and that the notice of such Motion has been given at the previous meeting and the absent members informed. Honorary life members shall be eligible to hold office in the Club and exercise the full rights of an ordinary member and shall not be required to pay any entrance fee or subscription.
(g) Honorary Members:
(i) All invitees, formally invited by or with the sanction of the Committee of Management to any official entertainment of the Club and whose names are actually entered in a book or list opened for the pur pose and kept ready for inspection throughout such entertainment, shall be honorary members of the Club for the occasion on which they have been invited
(ii) The Committee of Management may elect persons from time to time as Honorary members of the Club for a period not to exceed one year at a time.
The above shall not be eligible to hold any office or to vote on any question, nor be liable to pay any fee or subscription nor fly the Club Burgee, but, otherwise they shall enjoy and exercise for the time being all the privileges of subscribing members.
(h) Privileged Members:
(i) All members of recognized Yacht Clubs shall be admissible as privileged members during a period not exceeding one month on being introduced by a member.
(ii) Officers of the British Navy and Mercantile Marine visiting the Island shall be admissible as privileged members of the Club during the time their ships remain in the island on being introduced by a member.
(iii) Any ordinary member may have the privilege of introducing a friend residing at a distance of not less than twenty miles from Kingston, for a period not exceeding two weeks provided that the names of such person be seconded by a member of the Committee of Management, and his name together with those of his introducer and seconder entered in the book provided for that purpose. The person so admitted shall be thereafter a privileged member of the Club for the period above stated; but no person shall be so admitted more than once in the same year on the introduction of any one member, and not more than three times in the same year under any circumstance.
No privileged member shall at any time introduce a friend to the Club, or attend the meetings, or give his vote on any matter connected with the Club or in any way interfere with the management of the same.
The member introducing a friend as a privileged member shall be answerable for any debts he may incur during such period and for any damage done by him to any of the Club�s property.
Privileged members shall have the same rights and disabilities as honorary members.
(i) Service Members: Regular members of the Jamaica Defence Force and Police Officers, may apply for membership in the same manner as ordinary members, but shall not be entitled to hold any officeor serve on the Committee of Management and shall not have any voting power at General Meetings.
(j) Absentee Members:
(i) Any member of the Club who leaves the Island for more than twelve months may on application to the Committee of Management in writing become an absentee member paying an annual subscription of not less than $30.00 per year commencing from the 1st January following his departure.
(ii) If an absentee member flies the Club Burgee in any year, he shall cease to be an absentee member in that year and shall be liable for the balance of his full subscription. Any member of the Club on active service abroad shall be relieved of the payment of any subscriptions, but shall still retain the privileges of an ordinary member.
3. GUESTS: Members may introduce their friends to the Club subject to such Bye-Laws and Regulations as shall from time to time be framed by the Committee. The names of all guests shall be entered by the member or members introducing them in the book kept for the purpose. All expenses incurred by or on account of guests are to be defrayed by the member or members introducing them. No visitor shall have any privilege of the Club unless in the company of a member as his host. Members are responsible for the conduct of their guests, and strangers objected to by the Committee shall not be eligible as visitors. The Committee shall have power to suspend the right of members to Introduce visitors to the Club as they may think necessary for the convenience of the Club upon three days� notice of such suspension being previously posted on the Notice Board of the Club. The same person may not be Introduced as a guest oftener than four times in one month � nor oftener than twelve times in the same year under any circumstances.
No member of the Club shall at any time introduce any person as a guest or privileged member who has been rejected as a member or expelled from the Club.
4. NOTICE TO MEMBERS: Immediately on the election of a member, notice thereof shall be given to him and a request to remit to the Secretary within one calendar month from the date of such request the amount of his entrance fee (if any) and first subscription. Upon payment of his entrance fee (if any) and first subscription he shall become a member of the Club. A copy of the Memorandum and Articles of Association and the Bye-laws of the Club shall be sent to him forthwith and he shall be entitled to all the benefits and privileges of membership and be bound by these.
5. TAKING UP MEMBERSHIP:If such entrance fee and subscription be not paid within one calendar month from the date of such request as aforesaid, the election of such member shall be void, unless he shall satisfy the Committee that the delay in payment was due to absence from the Island or other sufficient cause.
6. MEMBERSHIP CARDS: On taking up election and paying the entrance fee (if any) and subscription and subsequently thereafter on the payment of the annual subscription every member shall be issued with a membership card. RESIGNATION AND CESSATION OF MEMBERSHIP
7. RESIGNATION:A member may resign his member¬ship by giving to the Secretary notice in writing to that effect before the 1st of January in any year. Every such notice shall unless otherwise expressed, be deemed to take effect as from the 1st of January next following the receipt thereof.
8. Any member who shall be found guilty of an indictable offence or being a professional man struck off the rolls or register of his profession shall ipso facto cease to be a member of the Club.
9. EXPULSION OR CENSURE:
(a) It shall be the duty of the Committee of Management, if at any time they shall be of opinion that the interests of the Club so require, by letter to invite any member to withdraw from the Club or may suspend such member for a period not exceeding six months provided that any such decision shall only be taken on a two-thirds majority decision of the members present at the meeting at which the matter is considered, seven days� notice of which shall have been given to the members.
(b) Any member invited to withdraw or suspended may appeal to a Special Meeting of the Club, to be convened for the purpose of deciding on such appeal on the requisition of not less than ten members as provided by Article 20. Notice of such appeal must be given within seven days, and the Requisition in question must be forwarded within fourteen days after the decision is communicated to the members. At such Special General Meeting such decision may be confirmed or altered by a two-thirds majority of the members voting at such meeting. If altered, the punishment awarded by the Committee may either be increased or decreased e.g. a notice of suspension for less than six months may be increased up to six months, or any notice of suspension may be altered to one of expulsion or, on the other hand, it may be decreased in length or altered to a censure, or annulled altogether. If a two-thirds majority cannot be obtained for any resolution the decision of the Committee appealed against shall be held to be confirmed.
(c) The Committee of Management may instead of dealing with a member under (a) above, by letter, reprimand or censure any member for any act of misconduct after calling upon the offender for any explanation in writing and any such decision may be posted.
(d) No member shall be allowed to take part in any proceedings of the Club or vote on any subject connected there with or use the Club house, if such member be three months in arrears for subscription or any other dues, and on whom a demand in writing has been made for payment thereof one month previously.
10. EFFECT OF CEASING TO BE A MEMBER: Any person shall on ceasing to be a member of the Club forfeit all rights to any claim upon the Club, its property and funds.
11. SUBSCRIPTIONS AND ENTRANCE FEES: The annual and other subscriptions and the entrance fees payable by members of the Club shall be such as the Committee of Management may prescribe provided however that such subscriptions and entrance fees shall be subject to approval in general meeting, and thereafter shall be as set out in the Bye-laws of the Club. The first subscription and entrance fees shall be those existing on the date of the incorporation of the Club.
12. As the payment of subscription entitles the member to privileges of the Club, such payment shall be distinct acknowledgment on his part that he is bound by the Rules and Regulations of the Club.
13. Annual subscriptions become due and payable on the first of January in each year, but may be paid half-yearly within one month from the first of January and the 1st of July. If any member�s subscription remains unpaid at the expiration of the month as aforesaid, the Secretary shall notify such member that his subscription is overdue, and if the same is not paid within three months thereafter, and after a final notice has been given, the name of such defaulter may be struck off the roll by the Committee of Management.
14. Any member who is off the Island and whose subscrip¬tion is overdue shall be held to have resigned from the Club and may be either restored by the Committee on payment of subscriptions in arrears, or else re-elected in the ordinary way.
15. The Committee shall have the power to post on the Notice Board the name of any member who has been given final notice with regard to the arrears of his subscription as set out in Rule 14 above or who may be three months in arrears with the payment of his dues.
16. ENTRANCE FEES: No member other than those set out in the appropriate bye-law shall pay an entrance fee, and any member who has prior to election been a
junior member for at least five years shall not pay any entrance fee. The entrance fee for a member who has been a Junior Member less than five years shall be reduced pro rata with reference to the number of years that such member has been a Junior member.
17. GENERAL MEETINGS: The Club shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one Annual General Meeting of the Club and that of the next. Provided that so long as the Club holds its first Annual General Meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Officers shall appoint.
18. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
19. The Officers may whenever they think fit, convene an Extraordinary General Meeting and upon the requisition in writing of ten members entitled to attend and vote at a General Meeting they shall call an Extraordinary General Meeting to consider such matters as shall be stated in the requisition. An Extraordinary General Meeting shall also be convened on such requisition, or, in default, may be convened by such requisitionists, as provided by Section 127 of the Act.
20. NOTICE OF GENERAL MEETINGS: An Annual General Meeting and a Meeting called for the passing of a special resolution shall be called by twenty-one days� notice in writing at the least, and a Meeting of the Club other than Annual General Meeting or a meeting for the passing of a special resolution shall be called by fourteen days� notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and in the case of special business, the general nature of that business and shall be given In manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Club In General Meeting, to such persons as are, under the articles of the Club, entitled to receive such notice from the Club.
Provided that a meeting of the Club shall, notwithstanding that it is called by shorter notice than that specified in this article be deemed to have been duly called if it is so agreed:
(a) in the case of a meeting called as the Annual General Meeting, by all the members entitled to attend and vote thereat, and
(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five percent of the total voting rights at that meeting of all the members.
21. The accidental omission to give notice of a meeting to or the non-receipt of notice of a meeting by a person entitled to receive notice shall not invalidate the proceedings at that meeting.
22. PROCEEDINGS AT GENERAL MEETINGS: All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also that is transacted at an Annual General Meeting, with the exception of consideration of the accounts, balance sheets, and the reports of the Officers and Auditors, the election of Officers and members of the Committee of Management in the place of those retiring and the appointment of and fixing of the remuneration of the auditors.
23. No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business; save as herein otherwise provided, fifteen members present in person shall be a quorum.
24. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Officers may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be a quorum.
25. The Senior Flag Officer present shall preside as Chairman at every General Meeting of the Club, but he may with the consent of any other Flag Officer present, invite any member to take the Chair. If at any meeting no Flag Officer is willing to act as Chairman, or if no Flag Officer is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be Chairman of the meeting.
26. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
27. At a General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded �
(a) by the Chairman; or
(b) by at least three members present in person; or
(c) by any member or members present in person and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
Unless a poll be so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of proceedings of the Club shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
28. The demand for a poll may be withdrawn, except as provided in Article 30. If a poll is duly demanded, it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
29. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
30. A poll demanded on the election of a Chairman, or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
31. Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at General Meetings shall be as valid and effective as if the same had been passed at a General Meeting of the Club duly convened and held. VOTES OF MEMBERS
32. Every ordinary member, lady member and Honorary Life Member shall have one vote.
33. A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver or other person in the nature of a committee, receiver or appointed by that Court.
34. No member shall be entitled to vote at any General Meeting if such member be three months in arrears for subscriptions, or any other dues and on whom a demand in writing has been made for payment one month previously. OFFICERS OF THE CLUB
35. The Flag Officers of the Club shall consist of a Commodore, a Vice Commodore, a Rear Commodore and a Second Rear Commodore. All Flag Officers shall be owners or part owners of a yacht at the time of their election.
The other Officer of the Club shall be an Hon. Treasurer.
The Officers of the Club shall be full or life members of the Club and shall retire annually but be eligible for re-election: provided that the Commodore who has held office for two consecutive years shall not be eligible for re-election as such for a period of one year.
For the purpose of this proviso, �year� shall mean year of office.
The Committee of Management shall have power to appoint any person to fill any casual vacancy in any of the aforesaid offices and such person shall hold office until the next Annual General Meeting.
DUTIES OF OFFICERS, SECRETARY AND TREASURER.
36. The Senior Flag Officer shall preside at all Management Committee Meetings but he may with the consent of any other Flag Officer present invite any member to take the Chair. He shall also take command of the Club Squadron at all times. The duties of the Flag Officers shall be as decided on from time to time by the Committee of Management.
(a) The Secretary may be a paid employee and shall be appointed by the Committee of Management on such terms as regards remuneration, duties and services as the Committee of Management shall deem fit. He need not be a member of the Club but shall have access to all the Club property and amenities during the time he holds office, No one shall be so employed as Secretary, however, unless a Special Meeting of the Committee of Management be called and all the mem bers notified in advance of the purpose of the meeting.
(b) It shall be the duty of the Secretary inter alia:
(i) To keep a true record of all proceedings of the Club.
(ii) To keep a correct roll of members together with the date of their election.
(iii) To keep a register of the yachts belonging to the Club or to members of the Club, with particulars of rig, tonnage measurement, etc.
(iv) To summon all meetings. Should the Secretary fail to summon a meeting requested by a Flag Officer or five members of the Committee of Management within seven days, such Flag Officer or Committee of Management members shall be competent to summon any such meeting or meetings.
(v) To notify all new members of their election and supply them with copies of the Rules.
(vi) To receive all monies due to the Club and to pay all bills contracted by it; keeping a correct account of the same in a book provided for that purpose.
(vii) To report to the Committee from time to time all his receipts and disbursements with a statement of the amount of money then in his hands and the amount of dues collected.
(viii) To draw all cheques for all ordinary expenditures.
(c) The Committee of Management shall have power to dismiss, suspend, or alter the terms of service of the Secretary, provided, however, that a Special Meeting of the Committee of Management be called for that purpose and all the members of the Committee of Management be notified in advance of the purpose of such meeting.
38. HON. TREASURER: It shall be the duty of the Hon. Treasurer to see to it that all duties of the Secretary relating to finance are properly carried out and at the end of each year to prepare a financial statement, consisting of a balance sheet, and profit and loss account for presentation with the Annual Report at the Annual Meeting.
39. MEASURERS: The Committee of Management may appoint two Measurers. It shall be the duty of the Measurers to measure all yachts registered in the Club, according to the existing J.Y.A. Rules, and to file with the Secretary a Certificate of such measurement. This measurement may be the one on which the yacht�s time allowance may be based. The Committee shall have power to appoint Deputy Measurers at any port in Jamaica where yachts of the Club may be stationed. COMMITTEE OF MANAGEMENT.
40. (i) All the affairs of the Club shall be conducted by a Committee of Management which shall consist of:
(a) The Officers.
(b) Not more than twelve members.
(c) A retiring Commodore who is notre-elected in any year succeeding his termof office for that year.
(ii) The first Officers and Committee of Management shall be the respective Officers and Committee of Management of the unincorporated Club known as the Royal Jamaica Yacht Club on the date of the incorporation of the Club, and in calculating the seniority of appointment or election of any Officer or member of the Committee, such Officers and members shall be deemed to have been appointed or elected on the date upon which he was appointed or elected an Officer or member of the Committee of Management as the case, may be of the said unincorporated Club.
Any committees or sub-committees appointed by the Committee of Management of the said un¬incorporated Club shall, as constituted on the date of incorporation of the Club, be deemed to have been appointed by the Committee of Management and shall be deemed to have all such powers and duties as shall have been delegated to them by the Committee of the said unincorporated Club.
41. The Flag Officers, the Treasurer and the Committee of Management shall all be nominated and seconded by members of the Club entitled to vote at a General Meeting, and all nominations accompanied by a statement from the candidate consenting to serve if elected shall be sent in writing to the Secretary in time to be posted on the Notice Board three days at least before the Annual General Meeting.
42. If there shall be more candidates for election that vacancies a ballot shall be held, at the Annual General Meeting. If the number of candidates for election is equal to or less than the number of vacancies to be filled, all candidates shall be deemed to be elected.
43. All the Officers and Committee of Management when elected as above shall hold office until the next Annual General Meeting when they shall retire, but shall be eligible for re-election and in the event of there being no election to any particular office then the retiring holder of that office shall be deemed to have been re-elected thereto.
44. The Committee of Management shall have power at any time, and from time to time, to appoint any person to be an Officer or member of the Committee of Management, either to fill a casual vacancy or as an addition to the existing Officers and or members of the Committee of Management, but so that the total number of Officers and or members of the Committee shall not at any time exceed the number fixed in accor dance with these articles. Any person so appointed shall hold Office only until the next following Annual General Meeting, and shall be eligible for re-election.
45. The office of member of the Committee of Management or Officer shall be vacated if he �
(a) becomes bankrupt or makes any arrangement with his creditors generally; or
(b) becomes prohibited from being an Officer or member of the Committee of Management by reason of any order made under Section 177 of the Act; or
(c) becomes of unsound mind; or
(d) resigns his office by notice in writing to the Club; or
(e) is directly or indirectly interested in any contract with the club and fails to declare the nature of his interest in the manner required by Section 188 of the Act.
(f) is absent from three consecutive meetings without satisfactory excuse to the other members of the Committee.
46. POWERS OF COMMITTEE OF MANAGEMENT: The business of the Club shall be managed by the Committee of Management who may pay all expenses incurred in promoting and registering the Club, and may exercise all such powers of the Club as are not, by the Act or by these articles, required to be exercised by the club in General Meeting, subject nevertheless to the provisions of the Act or these articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Club in General Meeting, but no regulation made by the Club in General Meeting shall invalidate any prior act of the Committee of Management which would have been valid if that regulation had not been made.
47. BORROWING POWERS: The Committee of Management may exercise all the powers of the Club to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the club or of any third party.
48. The Committee of Management may from time to time appoint such Committees and Sub-Committees as it may deem necessary and may delegate to any such committee such of the powers and duties of the Committee of Management as it may think fit. Such committees and sub-committees shall consist of such member or members of the Committee of Management or of the Club entitled to attend and vote at General Meetings as the Committee may think fit. The Officers of the Club shall be ex-officio members of all such committees and sub-committees.
49. The Committee of Management may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit but it shall meet at least six times in every year. A Flag Officer may or the Secretary upon requisition of five committee members shall at any time summon a meeting of the Committee of Management. All proceedings are confidential.
50. The quorum necessary for the transaction of business of the Committee of Management shall be five.
51. Questions arising at any meeting shall be determined by a majority of votes of the members present and in the case of an equality of votes, the Chairman shall have a second or casting vote.
52. The Senior Flag Officer present shall preside as Chairman of Meetings of the Committee of Management, Committees and Sub-Committees, but he may with the consent of any other Flag Officers present, invite any member to take the Chair. If at any meeting, no Flag Officer is willing to act as Chairman or if no Flag Officer is present within fifteen minutes, the members present shall choose one of their number to be Chairman of the meeting.
The Committee of Management shall cause proper minutes to be made of all proceedings of the Committee of Management and any committees and sub-committees appointed by the Committee of Management and of the attendances thereat.
54. SAILING COMMITTEE: The Committee of Manage¬ment shall appoint not less than five members from the general body of the Club to act as the sailing committee, preference being given to members actively engaged in Yachting. Four members to form a quorum. The Sailing Committee�s decision in all matters pertaining to yachting shall be considered decisions of the Committee of Management, save and except that this Committee shall not have power to expend the funds of the Club without first obtaining the consent of the Committee of Management.
55. BYE-LAWS: The Committee of Management is empowered to make, amend and publish such Bye-Laws from time to time as may be deemed expedient, the same being binding on all members of the Club until repealed by the Committee itself or set aside by a resolution of the General Meeting of the Club.
56. SAILING REGULATIONS:
(a) The rules of sailing shall be the current rules of the Jamaica Yachting Association subject to any provisions affecting them in the Bye-Laws.
(b) In the case of a series of races being sailed at the time of receipt by the Club of notification of any changes in these rules, the Sailing Committee shall have power to decide which rules (the new or the old) shall apply to the remainder of the series of races.
(c) The Sailing Committee shall also have power to decide the exact date at which such new rules shall come into force, no more than a reasonable time, however, being allowed to elapse after their receipt.
57. DUTIES OF SAILING COMMITTEE:
(a) The Sailing Committee shall appoint class Captains from among its members who shall be responsible for making all representations to the Committee on behalf of their particular class.
(b) It shall arrange a schedule of races, appoint courses, times of start, time limits handicaps, in any Club Race or Regatta, and deliver them to the Secretary 18 hours before the start of any race, if practicable.
(c) It shall start, time, have sole charge and control and decide the result of each race, reporting the latter to the Committee of Management as soon as practicable.
(d) The Sailing Committee may postpone any race, should unfavourable weather render such a course desirable.
(e) Any private/races between the yachts of members of the Club, may be conducted by the Sailing Committee if the owners so desire the result of such races being recorded in the Club books.
58. DUTIES OF YACHT OWNERS:
(a) Every yacht owner shall furnish the Secretary of the Club with the following particulars of his vessel: Name, rig, distinguishing flag, port of registry, or at which she is owned. Yachts competing in any Club Race must be previously granted a certificate of measure ment by one of the club measurers to whom at least forty-eight hours, notice must be given through the Secretary to measure any yacht, and yachts must be brought for this purpose to any place at any time appointed by the measurer.
(b) All transfers, sales, or charters of members� yachts from one owner or part owner whether members or not of the Club, and all purchases of yachts by members of the Club must be reported within one week of the completion of such purchase transfer, sale or charter to the Secretary who will make the necessary alterations or additions to the Club Register of Yachts.
ENSIGN � The Ensign of the Club shall be the Blue Ensign of H.M. Fleet, defaced by the crest of Jamaica (a crocodile) in gold surmounted by a crown on the fly. BURGEE � The Burgee shall be white with a Blue Cross, and a Crown in the Centre.
(a) The Commodore�s Flag shall be the Club Burgee in the form of a broad pennant.
(b) The Vice-Commodore�s Flag shall be the same as the Commodore�s with the addition of a black ball in the upper canton.
(c) The Rear-Commodore�s shall be the same as the Commodore�s with the addition of one black ball in the upper canton, and one black ball in the lower canton.
60. UNIFORM: Details of Club uniforms and particulars in connection with the cap, cap device, dinner dress and designation of rank may be approved by the Committee of Management from time to time.
61. CLUB HOUSE � THE OPENING AND CLOSING: The Club House shall be opened to members daily between such hours as the Committee shall by Bye-Laws determine. But the Committee are empowered to close it for such periods and to make such provisions as to its uses on special occasions as they may deem necessary.
62. ACCOUNTS: The Officers shall cause proper books of account to be kept with respect to �
(a) All sums of money received and expended by the club and the matters in respect of which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the Club; and
(c) the assets and liabilities of the Club.Proper books shall not be deemed to be kept It there are not kept such books of account as are necessary to give a true and fair view of the state of the Club�s affairs and to explain its transactions.
The books of account shall be kept at the registered office of the Club, or, subject to subsections (3) and (4) of section 142 of the Act, at such other place or places as the Officers think fit, and shall always be open to the inspection of the Officers and members of the Committee of Management.
The Officers shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Club or any of them shall be open to the inspection of members not being Officers or members of the Committee of Management and no member (not being an Officer or member of the Committee of Management) shall have any right of by the inspecting any account or book or document of the club except as conferred, by statute or authorised by the Officers or by the Club in general meeting.
63. The Officers shall from time to time, in accordance with sections 143 and 145 of the Act, cause to be prepared and to be laid before the Club in General Meeting such profit and loss accounts, balance sheets, and reports as are referred to in those sections. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Club in General Meeting, together with a copy of the auditor�s report, shall not less than twenty-one days before the date of the meeting be sent to every member of, and every holder of debentures of the Club. Provided that this article shall not require a copy of these documents to be sent to any person of whose address the Club is not aware or to more than one of the joint holders of any debentures.
64. SEAL: The Officers shall provide safe custody of the Seal which shall only be used by the authority of a resolution of the Committee of Management and every instrument to which the Seal shall be affixed shall be signed by any officer and shall be counter signed by a member of the Committee of Management.
65. AUDITORS: Auditors shall be appointed and their duties regulated in accordance with Sections 153 to 156 of the Act.
66. NOTICES: A notice may be given by the Club to any member either personally or by sending it through the post to him or to his registered address, or (if he has no registered address within the Island of Jamaica) to the address, if any, within the Island supplied by him to the club for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the letter containing the same is posted, and in any other
case at the time at which the letter would be delivered in the ordinary course of post.
Notice of every General Meeting shall be given in any manner hereinbefore authorised to �
(a) Every member except those members who (having no registered address within the Island of Jamaica) have not supplied to the Club an address within the Island for the giving of notices to them;
(b) the auditor for the time being of the Club.
No other person shall be entitled to receive notices of General Meetings.