THE COMPANIES ACT 2006

Company Limited by Guarantee and not having a Share Capital 
MEMORANDUM OF ASSOCIATION 2022
of
BLACKWATER SAILING CLUB LIMITED

(adopted by Special Resolution passed on 18th November 2018 and amended by Special Resolution passed on 24th April 2022)

1.    The name of the Company is "BLACKWATER SAILING CLUB LIMITED".
2.    The Registered Office of the Company (hereinafter called "the Club") is situated in England.
3.    The objects for which the Club is established are:-
(i)            To establish, maintain, manage, operate and conduct a Club for the encouragement, teaching and training of amateur sailing and all other sports, pastimes and games.
(ii)           To provide a Clubhouse and other conveniences and to furnish and maintain the same and to permit the same to be used either gratuitously, or upon such terms as shall be agreed on, and to manage the affairs of the Club and generally to do whatever may seem best calculated to promote the interests of the Club.
(iii)          To afford to its Members all the usual privileges, advantages, conveniences and accommodation of a Club for such purposes as aforesaid.
(iv)         To establish, operate and carry on or co-operate with others in establishing, operating and carrying on in any buildings in which the Club is interested the supply of food and drink and other refreshments by way of sale.
(v)          To hold and arrange matches, races, regattas, and competitions in amateur sailing and other sports, pastimes and games, and offer and grant or contribute towards the provision of prizes, awards and distinctions.
(vi)         To subscribe to, become a member of, and co-operate with any other association, whether incorporated or not, whose objects are altogether or in part similar to those of the Club.
(vii)        To subscribe to any local or other charities and to grant donations for any public purpose.
(viii)       To buy, sell and deal in all kinds of boats, vessels, gear, equipment, fittings, apparatus and materials in connection with the objects of the Club and all kinds of provisions required by the Members of the Club.
(ix)         To purchase, take on lease, or otherwise acquire any lands, buildings, easements or property, real and personal which may be requisite for the purposes of, or deemed capable of being used in connection with, any of the objects of the Club.
(x)          To raise funds and to invite and receive subscriptions, awards, grants (whether government, municipal or from any statutory or charitable body or otherwise) and donations (whether of real or personal property) and devises and bequests for all or any of the purposes and objects of the Club and to sell, charge, exchange or dispose of, and lease and accept surrenders of leases of and manage all real estate (including leaseholds) so received and not required for the use or occupation of the Club and generally to manage, invest and expend all monies belonging to the Club.
(xi)         To invest and deal with the moneys of the Club not immediately required upon such securities and in such manner as may from time to time be determined.
(xii)        To lend moneys to such persons and on such terms, as may seem expedient, and in particular to persons other than Members having dealings with the Club, and to guarantee the performance of contracts by any such persons.
(xiii)       To borrow or raise or secure the payment of money in such manner as the Club shall think fit and, in particular, by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Club's property (both present and future).
(xiv)       To employ and remunerate any person or company by way of salary, wages and/or pension for services rendered or to be rendered in or about the formation or promotion of the Club or the conduct of its business.
(xv)        To draw, make, accept, endorse, discount, execute, and issue promissory notes, bills of exchange, bills of lading, warrants, debentures, and other negotiable or transferable instruments.
(xvi)       To sell, improve, refurbish, rebuild, restore, alter, manage, develop, exchange, lease, mortgage, dispose of, turn to account, or otherwise deal with all or any part of the real and personal property and rights of the Club.
(xvii)      To let out or take on hire as places of assembly, display centres or otherwise any part or parts of any land or buildings and in such divisions and manner as may seem expedient.
(xviii)     To edit, print and publish books, papers, reports, guide books, periodicals, circulars, articles and other matter.
(xix)       To hold conferences, seminars, meetings, lectures, courses and discussions.
(xx)        To sell or to co-operate with others in selling in any building of the Club postcards, souvenirs, novelties, promotional articles and gift merchandise for the purpose of promoting the objects of the Club.
(xxi)       To do all or any of the above things (in any part of the world) as principals, agents, contractors, trustees, or otherwise, and by or through trustees, agents or otherwise, and either alone or in conjunction with others.
(xxii)      To do all such other things as are incidental or conducive to the attainment of the above objects.
4.    The liability of the Members is limited.
5.    Every Full and Honorary 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 the same, and for the adjustment of the rights of the contributories amongst themselves, such amounts as may be required not exceeding £1.
6.    The income and any profits of the Club, howsoever derived, shall be applied solely towards the promotion of the objects of the Club as set forth in this Memorandum, and no portion thereof shall be paid, transferred or distributed, directly or indirectly, by way of dividend, gift, bonus or otherwise to the Members but the Club shall be permitted to distribute its profits to a non- profit making body or bodies (having objects similar to the objects of the Club and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Club under or by virtue of this Clause 6) or to some charitable body, such body or bodies to be determined by the Members of the Club.
7.  If upon a winding up or dissolution of the Club, there remains, after satisfaction of its debts and liabilities, any property whatsoever, the same shall be paid to or distributed among the Full and Honorary Members of the Club in equal shares.

THE COMPANIES ACT 2006

Company Limited by Guarantee and not having a Share Capital
2022 ARTICLES OF ASSOCIATION
of
BLACKWATER SAILING CLUB LIMITED

(Adopted by Special Resolution passed on 18th November 2018
and amended by Special Resolution on 24^th April 2022)

• 1.    INTERPRETATION
• (a)  These Articles shall be construed with reference to the provisions of the Companies Act 2006 (including any statutory modification or re-enactment thereof for the time being in force) ("the Act") and the terms used in these Articles shall be taken as having the same respective meanings as they have when used in the Act so far as the context shall allow.
• (b)  Reference to the Club shall bear the meaning of "Company"; reference to the Committee shall bear the meaning of "Directors"; reference to the Honorary Secretary shall bear the meaning of "Secretary"; reference to Full Members and Honorary Members shall bear the meaning of "Shareholders" in the Act; reference to the "Rules" shall be to the Rules of the Club for the time being and reference to "Member" shall unless otherwise stated or provided include all Members of the Club from time to time of whatever class or description.

2.    OBJECTS OF CLUB

The Club is established for the purposes expressed in the Memorandum of Association.

3.    MEMBERS

• (a)  Members of the Club shall be divided into the following classes, namely:- Full Members

Honorary Members Cadet Members

• (b)  Full Members shall be the persons who are the present Full Members of the Club and such other persons who may from time to time be duly elected Full Members or transferred to Full Membership by the Committee pursuant to the Rules but without giving any reason. The Committee may decline to elect any person as a Member.
• (c)  Honorary Members shall be such persons as are at present Honorary Members or Life Members of the Club and such other persons who may from time to time be elected by the Committee as Honorary Members for such period as the Committee may decide.
• (d)  Cadet Members
• (i)    Cadet Members shall be such persons between the ages of eight and eighteen as are at present Cadet Members of the Club and such other persons between the ages of eight and eighteen who may from time to time be elected by the Committee of the Club as Cadet Members.
• (ii)   Cadets reaching the age of eighteen years may transfer to Full Membership at the Committee's discretion
• (iii)  Notwithstanding anything herein contained to the contrary Cadet Members may be elected upon such further or other conditions as the Committee may from time to time determine.
• (e)  The Committee may with the approval of the Club in General Meeting from time to time make rules for the proposal, qualification and election of Members and may from time to time alter the same with the approval of the Club in General Meeting.
• (f)   Subscriptions and charges
• (i)    Members shall pay only such subscriptions and boat charges as shall be recommended by the Committee and approved by the Club in General Meeting (hereinafter collectively and individually called "Charges")
• (ii)   If any change to Charges shall be proposed at any General Meeting of the Club but no approval shall be given, the Charges payable by Members shall continue at the rate in force at the date of the General Meeting until a change shall be approved at any future General Meeting or any adjournment thereof;
• (iii)  The terms and manner of payment of Charges shall be a matter for the decision of the Committee and need not be approved by the Club in General Meeting.
• (g)  The Committee shall be empowered to make rescind amend and add to such Rules relating to the rights and privileges of all classes of Members (other than Full Members and Honorary Members) as it may in its discretion think fit from time to time except for those matters falling within paragraphs (e) and (f) above which shall require the approval of the Club in General Meeting
• (h)  No person shall be admitted to membership of the Club except with the previous approval of the Committee and application for membership shall be in such form as the Committee shall from time to time decide.

4.    RIGHTS OF FULL, HONORARY & CADET MEMBERS

• (a)  Full Members and Honorary Members shall be entitled to continue as Members until resignation, death or expulsion as herein provided
• (b)  During membership each of the Full Members and Honorary Members shall be entitled to
• (i)  an equal share in the property and privileges of the Club, subject to the Rules but such share shall not be capable of assignment or transfer; and
• (ii)  to vote or speak at General Meetings of the Club.
• (c)  The rights and privileges of Cadet Members shall be subject to such Rules as may be imposed upon this class of membership from time to time but they shall not be entitled to any of the following rights or privileges:-
• (i)    to vote or speak at General Meetings of the Club; or
• (ii)   to any interest in the property of the Club; or
• (iii)  to nominate, propose or second any person as a candidate for membership of the Club or election to the Committee.
• (d)  A Member wishing to resign shall give at least seven clear days' notice in writing to the Honorary Secretary at any time before 31st December otherwise he shall (unless the Committee otherwise decides) be liable for the subscription for the ensuing financial year. No refund of Charges shall be made to any resigning Member unless the Committee otherwise decides.
• (e)  Membership is not transferable and (unless previously terminated) ceases on death.

5.    EXPULSION OF MEMBERS

• (a)  Every Member by joining the Club implicitly undertakes to comply with these Articles and with the Rules.
• (b)  Any Member who refuses or neglects to comply with these Articles or with the Rules or who in the opinion of the Committee acts or conducts himself or herself in any way unbecoming a Member of the Club or in an unworthy manner or which may be prejudicial to the interests of the Club is liable to expulsion by the Club in General Meeting acting by a three-fourths majority of those present and voting at a General Meeting and whether or not such Member's privileges have been suspended or curtailed under Article 10.2 (a). Before it gives notice to Members of the General Meeting at which such expulsion shall be proposed the Committee shall give the Member the opportunity to make oral or written representations to the Committee as to why he should not resign or be expelled.
• (c) No Member who is expelled shall be entitled to any refund of Charges. Any Member who is expelled shall forfeit all right in and claim upon the Club and its property and may only be eligible for re-election by the Club in General Meeting.
• (d)  Any Member whose Charges are unpaid in accordance with the Rules shall ipso facto cease to be a Member of the Club and shall forfeit all right in and claim upon the Club and its property and shall forthwith cease to be permitted to use any of the Club's property or facilities unless the Committee shall suspend the operation of this provision as regards any particular Member on such terms as the Committee at its discretion may determine.

6.    PROVISIONAL MEMBERS, TRAINING MEMBERS, ASSOCIATES & VISITORS

• (a)  Provisional Members, Training Members and Visitors shall be such persons as in the opinion of the Committee shall be so styled in accordance with the Rules made from time to time for that purpose.
• (b)  Associates shall be such persons as in the opinion of the Committee shall be so styled in accordance with the Rules made from time to time for that purpose and shall be all persons who are at the date of adoption of these Articles registered as Associates of the Club and such other persons who apply for transfer to Associate status and are approved by the Committee in accordance with the Rules and are transferred accordingly.
• (c)  No person who is from time to time a Provisional Member, Training Member, Associate or Visitor shall be entitled to any of the rights, privileges or benefits of membership of the Club save to the extent permitted by the Rules and any such rights privileges or benefits as may be conferred on such persons may be withdrawn by the Committee at any time by written notice signed by the Honorary Secretary or any Flag Officer and posted on the Club Notice Board

7.    FLAG OFFICERS

• (a)  The Flag Officers shall consist of a Commodore, Vice-Commodore and Rear Commodore who shall be proposed and elected in General Meeting and retire annually and they shall be eligible for re-election but they shall not serve in the same office for more than two years and an interval of one year must elapse before they take office again in the same rank.
• (b)  Members must have served at least one year on the Committee before election to Flag Rank. If there shall be more than one candidate proposed for any Flag Office such election or re-election shall be by ballot of the Members in General Meeting.
• (c)  The Flag Officers shall be ex-officio members of the Committee and of all sub- committees and the senior Flag Officer present at any meeting shall preside unless determined otherwise by the Committee.

8.    HONORARY OFFICERS

• (a)  The following Honorary Officers shall be elected in General Meeting by ballot: Secretary, Treasurer, Membership Secretary, Sailing Secretary, Social Secretary, Cadet Skipper and Warden and they shall be ex-officio Members of the Committee.
• (b)  The Honorary Officers shall also comprise such others as may from time to time be decided by the Club in General Meeting and they shall also be ex-officio members of the Committee.
• (c)  No Honorary Officer shall serve in the same office for more than three consecutive years unless the Committee otherwise decides. If the Committee shall so decide, such Honorary Officer may serve in the same office for a further period provided he stands for re-election and is re-elected.

9.    THE COMMITTEE

• (a)  The Committee shall consist of the Flag Officers and the Honorary Officers and such further number of Full or Honorary Members (not exceeding twelve) who shall be elected to the Committee.
• (b)  Elected Committee Members shall retire on completion of three years in office. Such retiring Members shall not be eligible for re-election until the next General Meeting (at which members of the Committee are proposed for election) following the retirement.
• (c)  In the event of vacancies occurring amongst the Flag Officers, the Honorary Officers and members of the Committee at or after any such annual election the remaining members of the Committee shall have the power to elect other Full or Honorary Members to fill such vacancies, who shall retire at the end of the year in which they are elected.
• (d)  The Committee shall at a meeting of the Committee to be held for that purpose nominate Members of the Club (who consent in writing to serve) for election in General Meeting as Flag Officers and Honorary Officers. If there shall be more candidates proposed for nomination for election to the Committee than vacancies, nominations shall be by ballot. Notice of all such nominations shall be included in the Notice convening such General Meeting.
• (e)  Any other Member or Members of the Club (who consent in writing to serve) may be proposed and seconded for election as a Flag Officer or to any Honorary Office of the Club by Members of the Club in General Meeting, provided that the names of such Member or Members shall have reached the Honorary Secretary not less than thirty five clear days immediately preceding such General Meeting and notice of all such nominations shall be included in the Notice convening such General Meeting.
• (f)   Any Member or Members of the Club (who consent in writing to serve) may be proposed and seconded for election to the Committee by Members of the Club in General Meeting provided that the names of such Member or Members shall have reached the Honorary Secretary not less than thirty five clear days immediately preceding the relevant General Meeting and notice of all such nominations shall be included in the Notice convening such General Meeting.
• (g)  The Committee may nominate further Members (who consent to serve) and notice of all nominations for election to the Committee shall be included in the notice convening such meeting. No Member may propose or second more than one candidate for election or re-election to the Committee.
• (h)  If there shall be more candidates proposed for nomination for election to the Committee than vacancies, election shall be by ballot.
• (i)    The Committee shall have power to co-opt not more than three Members of the Club, who shall be entitled to vote, until the next General Meeting at which members of the Committee are proposed for election.
• (j)    At meetings of the Committee ten members (of whom not less than one shall be a Flag Officer) shall form a quorum.

10. MANAGEMENT OF CLUB

10.1  The Committee
The affairs of the Club shall be managed by the Committee, who shall act by a majority of votes and shall be deemed to be the authorised agents of the Club and its Members for the purpose of carrying out all the objects thereof or in anywise incidental thereto and shall inter alia have power to do all or any of the following.

• (a)  Exercise all powers of the Club save those expressed by these Articles to be exercised by the Club in General Meeting.
• (b)  For the purposes aforesaid or any of them, enter into contracts and rescind, vary, or abandon the same as they shall determine without further authority from the Club, save as otherwise expressly provided by these Articles or by the Club in General Meeting.
• (c) Borrow, from time to time, on behalf of the Club any sum or sums of money upon such terms and conditions as it shall determine but no such borrowing shall without the previous assent of the Club in General Meeting exceed by £5,000 the amount (if any) previously authorised by the Club in General Meeting.
• (d)  Give as security for any loans made in pursuance of these Articles or for any part thereof any mortgages on the whole or any part of the property of the Club (both present and future) by the issue of debentures or debenture stock, perpetual or otherwise, or such other securities as the Committee thinks fit. Such Mortgages and other securities given by the Club may be in such form and contain such powers and provisions as the Committee thinks expedient.
• (e)  Make, rescind, amend and add to the Rules for its own guidance and for the conduct of Flag, Honorary and other officers, Members, employees and agents of the Club. Such Rules may deal with all or any aspects of the management, operation and affairs of the Club including (but without prejudice to the generality of the foregoing) the safe custody of the property of the Club and the provision of remuneration and pensions, if any, to the officers and employees of the Club.
• (f)   Decide all matters of dispute and difference affecting the interests of the Club referred to them and such decisions shall be final except that there shall be the right of appeal to the Royal Yachting Association on any racing protest.
• (g)  Appoint such sub-committees from the members of the Committee or otherwise as they may determine and delegate to and invest such sub-committees with such powers and duties as they think fit. The Committee may at any time in its absolute discretion revoke the appointment of any sub-committee appointed under this Article.
• (h)  No resolution passed by the Club in General Meeting shall invalidate any prior act of the Committee which would have been valid if such resolution had not been passed.

10.2  Suspension of Members

• (a)  The Committee may suspend or curtail the privileges of any Member who refuses or neglects to comply with these Articles or with the Rules or who in the opinion of the Committee acts or conducts himself in any way unbecoming a Member of the Club or in an unworthy manner or which may be prejudicial to the interests of the Club for such period as the Committee shall in its discretion decide (up to a maximum of six months) provided that the Member affected shall be notified thereof in writing by the Honorary Secretary who shall inform the Member of the reason for and length of the suspension and whether or not the Committee intends to refer the matter to the Club in General Meeting to consider expulsion in accordance with Article 5 (b). Notification of any such suspension or curtailment shall be given on the Club Notice Board. No refund of Charges shall be given in the case of any suspension or curtailment.

• (b)  Any Member whose privileges have been suspended or curtailed pursuant to the above shall have a right to appeal to the Club in General Meeting against such suspension or curtailment and the Honorary Secretary shall if so requested by the Member concerned and on giving not less than thirty five days previous written notice thereof include a resolution in the notice of the next General Meeting that such suspension or curtailment be withdrawn or be withdrawn subject to such terms and conditions as the Members shall agree. The Member concerned shall be afforded an opportunity of being heard at such meeting before the resolution is put to the Members.

10.3  Abandoned property

In the case of any person who shall have ceased to be a Member of the Club for any reason and who has left property of any kind on the Club's premises the Committee may following a period of three months after such person shall have ceased to be a Member dispose of such property on such terms as it thinks fit and retain the proceeds of sale (if any) for the benefit of the Club provided that the Honorary Secretary shall at least twenty one days prior to such disposal have given the former Member notice (at his last known address) of the intention to dispose of such property and neither the Club nor its Members nor any member of the Committee shall have any liability for any loss or damage incurred by such former member in relation to the exercise of any powers pursuant to this Article 10.3.

11. INDEMNITY

• (a)  Every member of the Committee and any officer of the Club and any persons appointed as an Auditor of the Club shall be indemnified out of the assets of the Club against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court, and no such person shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Club in the execution of the duties of his office in relation thereto, But this article shall only have effect insofar as its provisions are not avoided by the Act
• (b)  The Committee shall have power to purchase and maintain for any of the persons referred to in Article 11 (a) and any other persons holding positions of responsibility within the Club insurance against such liability as is referred to in the Act and such other risks as the Committee shall decide.

12. FINANCIAL YEAR AND ACCOUNTS

• (a)  The Club's financial year begins on 1st January and ends on 31st December or for such other period as the Committee may from time to time select.
• (b)  The Committee shall in respect of each financial year cause accounts of the Club to be prepared and audited.

13. GENERAL MEETINGS

    a) The Annual General Meeting of the Club shall be held as soon as convenient after the    31st day of March in every year. At the Annual General Meeting the Committee shall submit its report and the audited financial statements for the preceding financial year. A copy of the summary accounts shall be sent to each Member of the Club with the Notice convening such General Meeting.

• (b)   All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meetings. There is a quorum at a general meeting if the number of Full or Honorary Members present in person or by proxy is at least forty. The most senior Flag Officer present at the meeting shall be chairman. If no Flag Officer is present the Members present shall elect a Chairman from the Members of the Committee.
• (c)  An Extraordinary General Meeting shall be held in every year at a date to be determined by the Committee for the purpose of the election of Flag Officers, Honorary Officers and Members to serve on the Committee and such other business as the Committee shall decide.
• (d)  The Committee shall determine whether a general meeting is to be held as an electronic general meeting as well as or instead of a physical general meeting. The Committee may call general meetings whenever and at such times and places (including electronic platforms) as it shall determine. Club Members are entitled to attend general meetings in person or by proxy (but only if the appointment of a proxy is in writing and notified to the Honorary Secretary before the commencement of the meeting.
• (e)  A Member desiring to move any resolution at a General Meeting shall give notice thereof in writing to the Honorary Secretary at the Clubhouse so as to be received by him not less than thirty five clear days prior to the date of the relevant General Meeting and if received in time notice of such resolution shall be included in the notice convening such Meeting. Notice of such resolution must be supported by the signatures of ten Full or Honorary Members and must contain the resolution in the form in which it is intended to be put to the Meeting.
• (f)   A Member desiring to raise any other business at a General Meeting shall give notice thereof in writing to the Honorary Secretary at the Clubhouse not less than fourteen clear days before such Meeting and if received in time the Honorary Secretary shall give not less than seven clear days' notice to the Members of such proposal by posting it on the Club Notice Board.
• (g)  The Chairman of any General Meeting may at any time at his discretion adjourn the Meeting for up to twenty one days without any requirement to give new notice of the adjourned meeting.
• (h)  Upon authority being given by the Committee or by requisition made and signed by at least fifty Full or Honorary Members stating in the form of a resolution the subject intended to be discussed, the Honorary Secretary shall within thirty five days after receipt of such authority or requisition call an Extraordinary General Meeting of the Club.
• (i)    At least twenty-one clear days’ notice shall be given of any General Meeting
• (j)    Accidental omission to give notice of a meeting to or non-receipt of notice by any person shall not invalidate any proceedings or business of the relevant meeting
• (k)  Only Full and Honorary Members shall have the right to speak and vote at General Meetings.

14. VOTING

• (a)  Every Full Member and every Honorary Member shall have one vote.
• (b)  Voting at General Meetings shall be by a show of hands unless the Chairman otherwise decides or a request for a ballot is made and supported by a majority of the Members present on a show of hands.
• (c)  No Member who at the date of any General Meeting is more than six months in arrears with the payment of any monies payable by him to the Club shall be entitled to vote at such General Meeting
• (d)  The Chairman presiding at any Meeting of the Club or of the Committee shall have a second or casting vote in the case of an equality of votes.e) Voting by proxy is allowed in accordance with the provisions of the Act

15. SEAL

The seal shall only be used by the authority of the Committee. The Committee may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Flag Officer and by the Honorary Secretary.

16. NOTICES

A notice, other than a notice specified by the Articles to be posted on the Club Notice Board, may be given by the Club to any Member either:

• (a)  Personally or
• (b)  By email, subject to the member’s consent to receiving notices in this form. It is the member’s responsibility to advise the club of any change in his email address. Where a notice is sent by email to his last address supplied, service of the notice shall be deemed to be effected by dispatch of an email to that address

or

• (c)  By sending it by post to him at his last address supplied by him to the Club for the purposes of giving notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected on the third day following that on which the letter containing the same is posted.

Issued by the Honorary Secretary
Adopted by Special Resolution passed on 18th November 2018m and amended by Special Resolution 24th April 2022