Constitution of Sovereign Harbour Berth Holders Association
The name of the association shall be The Sovereign Harbour Berth Holders Association. Hereinafter referred to in these rules as the association.
The objectives for which the association is formed are to:
a./represent the interests of members, jointly or individually as berth-holders at Sovereign Harbour Marina.
b/ Maintain association with and support the Royal Yachting Association and other associations with similar objectives.
c/ To keep members informed on any matters relating to their interests within the Sovereign Harbour Marina.
d/ To promotes such services and facilities for members as may from time to time be determined.
3 Officers of the Association
a/The officers of the association shall be full or joint members of the association and may consist of a Chairman, Vice-Chairman, Secretary and Treasurer.
b/Officers shall be elected at the Annual General Meeting (AGM) in each year and shall hold office for one year, retiring at the AGM each year.
c/All members of the management committee, including the Officers, shall be eligible for re-election.
d/Officers will cease to be eligible for re-election twenty four months after they cease to be berth holders.
- Duties of the Secretary
The secretary shall:
a/ keep a copy of a register of Association members names and addresses, the master register being maintained by the Membership Secretary.
b/ Conduct the correspondence of the association
c/ Keep custody of all association documents.
d/ Keep full minutes of all meetings of the association, the committee and any sub committees, which shall be confirmed and signed by the appropriate chairman at the next following meeting of the association, committee or sub-committee.
e/ Administer such insurance policy or policies as may be needed fully to protect the interests of the association, its officers and its members.
f/ Maintain contact with the association’s legal advisor to ensure that the association’s affairs are managed in accordance with the law.
- Duties of the Treasurer
The treasurer shall:
a/ cause such books of account to be kept as are necessary to give a true fair state of the finances of the association.
b/ Cause all returns as may be required by law in relation to such accounts to be rendered at the due time.
c/ Prepare an annual balance sheet and cause such balance sheet and accounts as necessary to be verified at least annually and thereafter cause the same to be circulated to the members at least fourteen days before the date of the AGM.
A responsible person shall be appointed at the AGM each year to act as Examiner and to check that the accounts have been kept in a proper manner. If the person appointed is either unwilling or unable he/she shall inform the committee who shall appoint a substitute to hold office until the termination of the next AGM
- Committee Members with Specific Responsibilities.
Named members of the Management Committee shall hold the responsibilities of Editor, Membership Secretary, Harbour Representatives and Webmaster.
- Membership of the Association
There shall be the following categories of membership with power to vote at all meetings of the association as indicated
A FULL MEMBER – being a person who, at the date of election is the owner or licensee of a berth at Sovereign Harbour Marina.
A JOINT MEMBER – which expression shall include two or more persons being joint owners or licensees of a berth at Sovereign Harbour Marina, the joint unit shall have one vote.
AN HONORARY MEMBER – who shall be nominated and elected in the manner described in rule 28 who shall have no vote.
AN ASSOCIATE MEMBER – being a person who supports the objectives of the association who shall have no vote.
The rate of subscription fee for each category of membership shall be proposed by the committee at the AGM in each year. Any proposed changes shall be approved by a majority of those present and entitled to vote and shall become operative on the first day of April the year following. The membership of those new members who join the association after the 1st November will be extended to 31st March in the year which follows the subsequent year.
- Members Details
Every member shall furnish the secretary with up to date details which shall be recorded in the register of members and any notice sent to such address shall be deemed to have been duly delivered.
- Application for Membership
An application for membership shall be in the form from time to time prescribed by the committee. Membership will not commence until fees have been paid.
- Subscription arrears
The committee may cancel without notice given the membership of any member whose annual subscription are more than three months in arrears provided that the committee may, at its discretion reinstate such member upon payment of arrears. No member whose annual payments are in arrears my vote at any meeting.
- Expulsion of Members
Any conduct which, in the opinion of the committee is either unworthy of a member or otherwise injurious to the interests of the association shall render that member liable to expulsion by the committee.
Provided that before expelling a member of the committee shall call upon such member for a written explanation of the member’s conduct and shall give the member full opportunity of making explanation to the committee or resigning.
- Data Protection Act
SHBHA is compliant with General Data Protection Regulations.
- Constitution of Management Committee.
The Management Committee (The committee) shall consist of officers and if possible four full or joint members of the association elected at the AGM each year to hold office until the next AGM.
- Candidates for Election to the Committee
Candidates for election as Officers and members of the committee shall be any full or joint members whose nominations (duly proposed and seconded by other full or joint members) with their consent have been received by the secretary before voting for all positions commences at the AGM.
- Election of Committee
If the number of candidates for election is greater than the number of vacancies to be filled then the election will be decided by a show of hands. But if there is an equality of votes then there shall be a ballot
- No Contest for Election
If the number of candidates for election is equal or less than the number of vacancies to be filled then all candidates shall be deemed to be elected if two thirds of those present at the AGM and entitled to vote, vote in favour of such election.
- Casual Vacancy
If for any reason, a casual vacancy shall occur the committee may co-opt a full or joint member to fill such vacancy until the next AGM.
- Committee Meetings
The committee shall try to meet at least every three months making such arrangement as to the conduct, place of assembly and holding of such meetings as it may wish. The Chairman, or, in their absence, a Chairman elected by those present shall preside.
- Voting at Committee
Voting (except in the case of a resolution relating to the expulsion of a member) shall be by a show of hands. In the case of equality the Chairman shall have a second and casting vote.
- Committee Quorum
Fifty percent of the elected or co-opted members shall form a quorum at a meeting of the committee. The result of the calculation shall be rounded up in the event that it is not a whole number.
- Management of the Association
The committee shall manage the affairs of the association according to the rules and shall cause the funds of the association to be applied solely to the objects of the association or for a benevolent or charitable purpose nominated at a general meeting.
- Sub Committees & committee members with special responsibilities.
The committee may appoint such sub committees & committee members with special responsibilities as it may deem necessary and may delegate such of its powers as it may think fit upon such terms and conditions as shall be deemed expedient and/or required by law. Such sub committees or persons shall consist of such members of the committee or of the association as the committee think fit.
- Disclosure of interest to third parties.
A member of the committee, of a sub committee or any officer of the association, in transacting business for the association shall disclose to third parties that he is so acting.
- Limitation of Members’ Liability.
The committee or any person or sub committee delegated by the committee to act as agent for the association or its members shall enter into contracts only so far as expressly authorised, or authorised by implication, by the members. No one shall without the express authority of the membership in general meeting pledge the credit of the membership.
- Members Indemnification of Committee.
In pursuance of the authority vested in the committee by members of the association, members of the committee are entitled to be indemnified by the members of the association against any liabilities properly incurred by them or any one of them on behalf of the association wherever the contract is of a duly authorised nature or could be assumed to be of a duly authorised nature and entered into on behalf of the association.
- Nomination of Honorary Members.
The committee may nominate for election at an AGM such honorary members as the committee may think fit. The election of honorary members shall be put to the vote at the AGM each year and such honorary members shall be duly elected if two thirds of those present and entitled to vote, vote in favour of election.
- Annual General Meeting
An annual general meeting of the association shall be held each year on a date to be fixed by the committee. This meeting would normally take the form of a traditional face to face meeting but in special circumstances (such as a Pandemic) this could be arranged to be run in some electronic way. The secretary shall, at least fourteen days before the date of such meeting or of any general meeting as hereinafter mentioned, post, deliver or email to each member notice thereof and of the business to be brought forward thereat.
- Business at AGM
No business, except the passing of accounts and election of officers, committee (including Editor, Membership Secretary and Harbour Representatives) honorary examiner and any business that the committee may order to be inserted in the notice covering the meeting shall be discussed at such meeting unless notice thereof be given in writing by a member entitled to vote at least fifty days before the date of the AGM.
- Special General Meeting
The committee may at any time upon giving twenty one days notice in writing or by email call a general meeting of the association for any special business, the nature of which shall be stated in the summons convening and the discussion at such meeting shall be confined to the business stated in the notice sent to members.
- Members request for General Meeting.
The committee shall similarly call a general meeting upon a written request addressed to the secretary by at least twenty members in writing. The discussion at such meeting shall be confined to the business stated in the notice sent to members.
- Chairman at Meetings
At every meeting of the association the Chairman, or in their absence, a chairman elected by those present, shall preside.
- Quorum at Meetings
Fifteen members entitled to vote and personally present shall form a quorum at any meeting of the association.
- Entitlement to vote
Full members shall have one vote. Joint members will have only one vote per berth. (see rule 8)
Permission may be given to the Chairman, in the absence of a member attending in person, to allocate their vote to be given by proxy. The relevant form will need to have been completed and returned by the due date. Only one email proxy vote per membership berth will be allowed.
- Voting at Meetings.
At traditional face to face meetings voting shall be by show of hands. If the meeting is being run electronically then only one vote per email or letter per membership berth will be allowed provided it has been received by the due date
- Equality of Votes
In the case of equality of votes, the Chairman shall have a second or casting vote on any matter.
- Voting on Rule Changes.
On any resolution properly put to a meeting of the association relating to the creation, repeal or amendment of any rule of the association such rule shall not be created, repealed or amended except by a majority of at least two thirds of those present and entitled to vote. At an actual meeting the votes shall be recorded as ‘present’. Proxy votes received for that meeting will be recorded as ‘by proxy’. If it is not possible to hold an actual meeting, the votes shall be recorded as ‘by email’ or ‘represented by proxy’.
- Dissolution of the Association.
If, upon the winding up or dissolution of the association, there remains after the satisfaction of all its debts and liabilities any properties whatsoever, the same shall not be paid to or distributed amongst the members of the association but shall be given or transferred to some other institution or institutions having objectives similar to the objectives of the association. Such institution or institutions to be determined by members of the association by resolution passed at a general meeting at or before the time of the dissolution and is as so far as effect cannot be given to such provision other than to the Eastbourne Branch of the Royal National Lifeboat Institution.
The above constitution was reviewed, amended and agreed at the AGM 2013 and updated in 2018 and 2021.