CMBHA Constitution

Adopted by the Members at the Annual General Meeting held in April 2019

1. Name

1.1.      The name of The Association shall be “Conwy Marina Berth Holders Association” (Hereinafter referred to in these rules as “The Association”, and also known as “CMBHA”.)

2. Objects

2.1.      The objects for which The Association is formed are to:

2.1.1.    Represent the interests of Members jointly or individually, as Berth Holders at Conwy Marina (Hereinafter referred to in these rules as “The Marina”).

2.1.2.    Maintain contact with and support the Royal Yachting Association, Conwy Harbour Advisory Committee and other Associations with similar objects.

2.1.3.    To keep Berth Holders informed on any matters relating to their interests within The Marina.

2.1.4.    To promote such services and facilities for Members as may from time to time be determined.

 Officers

3.1.      Officers of The Association

3.1.1.    The officers of The Association shall be Full or Joint Members of The Association and shall consist of a Chairman, Vice-Chairman, Secretary and Treasurer. Officers shall be elected at the Annual General Meeting in each year and shall hold office for one year, retiring at the Annual General Meeting in each year. All officers of The Association shall be eligible for re-election.

3.2.      Duties of the Secretary

3.2.1.    Keep a register of Association Members names and addresses.

3.2.2.    Conduct the correspondence of The Association.

3.2.3.    Keep custody of all Association documents.

3.2.4.    Keep 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, the Committee or any sub-Committees.

3.2.5.    Maintain contact with The Association’s legal advisor, should such advisor be appointed, to ensure that The Association’s affairs are managed in accordance with the law.

3.3.      Duties of the Treasurer

3.3.1.    To cause such books of account to be kept as are necessary to give a true and fair view of the state of the finances of The Association.

3.3.2.    Cause all returns as may be required by law in relation to such accounts to be rendered at the due time.

3.3.3.    Prepare an annual balance sheet each year and cause such balance sheet and accounts as necessary, to be audited at least once annually and thereafter cause the balance sheet to be circulated to the Members at least fourteen days before the date of the Annual General Meeting.

3.3.4    Administer such insurance policy or policies as may be needed fully to protect the interests of The Association, its officers and its Members.

3.4.      Duties of the Honorary Auditors

3.4.1.    Audit the accounts of The Association when called upon to do so and shall give such certificate of assurance as the accuracy of the said accounts as shall be required by law or by the Committee.

3.4.2.    If unwilling or unable to act, the Honorary Auditors shall inform the Committee who shall appoint a substitute to hold office until the termination of the next Annual General Meeting. 

4. Membership

4.1.      There shall be the following categories of Membership with powers to vote at meetings of The Association as indicated hereunder.

4.1.1.    A FULL MEMBER- being a person who, at the date of election, is the owner or licensee of a berth at The Marinas and shall have one vote.

4.1.2.    A JOINT MEMBER – which expression shall include two or more persons being joint owners or Licensees of a berth at The Marinas.  The joint unit shall have one vote.

4.1.3.    AN ASSOCIATE MEMBER – being a person who supports the objects of The Association.

4.2.      Membership / subscription fees

4.2.1.   The rate of subscription fee for each category of Membership shall be proposed by the Committee to the Members at the Annual General Meeting 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 in the year following.

4.2.2.    At the discretion of the Committee a Member joining after the commencement of the year may pay a reduced subscription fee.

4.2.3.    Every Member shall furnish the Secretary with an up to date postal address and where possible an electronic/digital/email address which shall be recorded in the register of Members and any notice sent to such address shall be deemed to have been duly delivered.

4.3.      Data Protection Act

4.3.1.    Membership of The Association and acceptance of these rules by the Member will be deemed to constitute consent to the holding of relevant personal data in compliance with the relevant Data Protection legislation.

4.4.      Qualification for Membership

4.4.1    Every candidate for Full or Joint Membership shall satisfy the Secretary that they are a current Berth Holder in The Marina.

4.4.2    Every candidate for Associate Membership shall satisfy the Secretary that they support the objectives of The Association.

4.5.      Application

4.5.1.    An application for Membership shall be in the form prescribed by the Committee and shall include the name, postal and electronic/digital address, name of boat and berth number.

4.5.2.    Payment of fees must be made upon application.

4.6.      Arrears of subscription

4.6.1.    The Committee may cancel without notice given, the Membership of any Member whose annual subscription and other annual fees are more than one month in arrears provided that the Committee may, at its discretion, re-instate such Member upon payment of arrears. No Member whose annual payments are in arrears may vote at any meeting.

4.7.      Expulsion of Members

4.7.1.    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, the Committee shall call upon such Member for a written explanation of the Member’s conduct.

4.7.2.    A resolution to expel a Member shall be carried by a simple majority vote by those Members of the Committee present and voting on the resolution.

5. Management Committee

5.1.      Constitution of the Committee

5.1.1.    The management Committee (herein referred to as “the Committee”) shall consist of the officers, ex officio and not more than eight full or joint Members of The Association elected at the Annual General Meeting each year to hold office until the next Annual General Meeting.

5.2.      Retirement of Members of the Committee

5.2.1.    At the Annual General Meeting each year all Committee Members shall retire.  Members retiring under this rule shall be eligible for re-election to the Committee.

5.3.      Candidates for election to Committee

5.3.1.    Candidates for election to the Committee (not being officers of The Association) shall be those Members of the retiring Committee eligible to offer themselves for re-election and such other full or joint Members whose nominations (duly proposed and seconded in writing by full or joint Members of The Association) with their consent shall have been received by the Secretary at least twenty eight days before the date of the Annual General Meeting in each year.  Such nominations, together with the names of the proposer and seconder shall be notified to the Members at least fourteen days prior to the date of the Annual General Meeting.  In the event of insufficient nominations being received in this manner, nominations may be accepted at the Annual General Meeting (at the discretion of the Meeting) and voted upon at the Annual General Meeting.

5.4.      Election of Committee

5.4.1.    If the number of candidates for election is greater than the number of vacancies to be filled then there shall be a ballot.

5.5.      No contest for election

5.5.1.    If the number of candidates for election is equal to 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 Annual General Meeting, and entitled to vote, vote in favour of such election.

5.6.      Equality of votes

5.6.1.    In the event of the ballot failing to determine the Members of the Committee because of an equality of votes the candidate or candidates to be elected from those having an equal number of votes shall be determined by lot.

5.7.      Co-opted Committee Members

5.7.1.    The Committee may co-opt a Member of The Association to serve as a Member of the Committee until the next following Annual General Meeting.

5.8.      Retiring Chairman ex officio

5.8.1.    A retiring Chairman shall serve as an ex officio Member of the Committee during the year following retirement and shall have one vote.

5.9.      Committee Meetings

5.9.1.    The Committee shall meet at least three times per annum making such arrangements as to the conduct, place of assembly and holding of such meetings as it may wish. The Chairman Vice-Chairman or in the absence of both a Chairman elected by those present shall preside.

5.10.    Voting at Committee

5.10.1. Voting (except in the case of a resolution relating to the expulsion of a Member) shall be by show of hands. In the case of equality of votes the Chairman shall have a second and casting vote.

5.11.    Quorum

5.11.1. Five Members personally present shall form a quorum at a meeting of the Committee. This was changed at the 2019 AGM to read as “Five Members shall form a quorum at a meeting of the Committee, of whom two officers (being two of chair, vice-chair, secretary, treasurer) must be personally present.”

6. Powers of the Committee

6.1.      Management of The Association by Committee.

6.1.1.    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 by General Meeting.

6.2.      Appointment of sub-Committees

6.2.1.    The Committee may appoint such sub-Committees 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 the law. Such sub-Committees shall consist of such Members of the Committee of The Association as the Committee thinks fit. Officers of The Association shall be ex officio Members of all such sub-Committees.

6.3.      Disclosure of interest to third parties

6.3.1.    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/she is so acting.

6.4.      Limitations of Members liability

6.4.1.    The Committee, or any person or sub-Committee delegated by the Committee to act as agents 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.

6.5.      Members indemnification of Committee

6.5.1.    In pursuance 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 of 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. The limit of an individual Member’s indemnity in this respect shall be sum equal to one year’s subscription at the then current rate for that category of Membership unless the Committee has been authorised to exceed such limit by a general meeting of The Association.

7. Meetings of The Association

7.1.      Annual General Meeting

7.1.1.    An Annual General Meeting of The Association shall be held each year in either the month of March or April on a date to be fixed by the Committee. The secretary shall allow at least fourteen days before the date of such meeting or of any General Meeting to deliver to each Member notice thereof and of the business to be brought forward thereat.

7.1.2.    No business, except the passing of the accounts and the election of the Officers, Committee, Honorary Auditors and any business that the Committee may order to be inserted in the notice convening the meeting shall be discussed at such meetings unless notice thereof be given in writing, by a Member entitled to vote to the Secretary at least twenty eight days before the date of the Annual General Meeting.

7.2.      Special Meetings

7.2.1.    The Committee may at any time, upon giving twenty one days notice in writing call an extraordinary general meeting of The Association for any special business, the nature of which shall be stated in the summons convening the meeting and the discussion at such meeting shall be confined to the business stated in the notice sent out to Members.

7.2.2    The Committee may at any time, upon giving twenty one days’ notice in writing call an extraordinary general meeting of The Association following written request addressed to the Secretary by at least 30 Members.  The discussion at such meeting shall be confined to the business stated in the notice sent to Members.

7.3.      Chairman at meetings

7.3.1.    At every meeting of The Association the Chairman or Vice-Chairman or, in the absence of both, a Chairman elected by those present shall preside.

7.4.      Quorum at meetings

7.4.1.    Fifteen Members entitled to vote and personally present shall form a quorum at any meeting of The Association.

7.5.      Voting

7.5.1.    Only full and joint Members are entitled to vote.  Joint Members have one vote as a unit.

7.5.2.    Voting at meetings shall be by show of hands or by ballot.

7.5.3.    In the case of equality of votes the Chairman shall have a second or casting vote on any matter other than the election of Members of the Committee.

7.5.4.    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 vote of a least two thirds of those present and entitled to vote.

8. Dissolution of The Association

8.1.      If, upon the winding up or dissolution of The Association, there remains after the satisfaction of all its debts and liabilities any property 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 objects similar to the objects of The Association, such institution or institutions to be determined by the Members of The Association by resolution passed at general meeting at or before the time of the dissolution and if and so far as, effect cannot be given to such provision, then to the Royal National Lifeboat Institution.