The Seabird Association

1. Name

 

The Association shall be “The Seabird Association” (herein after called “The Association”).

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2. Objects

 

2.1 The objects of The Association are:-

2.1.1 To encourage and control the building repair maintenance and preservation of Seabird Half Raters (herein after called “Seabirds”) as a one design class and 

2.1.2 To promote and facilitate amateur racing of Seabirds as a one design class.

2.2 For the purpose of these rules a one design class means a class of boats which are identical in shape, volume and measurement so far as reasonably practical. Wherein an individual boat departs from such identity in any particular it shall remain eligible to be classified as a Seabird provided that it complies with the Rule 15.

 

3. Officers

 

3.1 The Officers of the Association shall consist of President, Vice President, Honorary Secretary, Honorary Treasurer and Official Measurer who shall be elected from among the full members by ballot at the Annual General Meeting and shall hold office for 1 year retiring at the termination of their office at the Annual General Meeting in the relevant year.

3.2 All the Officers of the Association shall be entitled to be reimbursed their reasonable expenses for attending to Association business and they shall be eligible for re-election save that:-

3.2.1 The President shall not be eligible for election in the year following the year in which they are President and 

3.2.2 No President shall be from the same station as the President from the previous year.3.3 The Officers shall have the power to recommend to the Annual General Meeting the appointment of Assistant Officers. Any such nomination shall be subject to Rule 3.1.

3.4 In these Rules unless the context other requires, the words “Officer” and “Officers” shall include Assistant Officer and Assistant Officers and unless the Committee otherwise directs where under these rules anything is required to be done by or delivered to any Officer, it shall be sufficiently done or delivered if done by or delivered to the Assistant of such Officer (having been duly elected under these rules).

 

4. Committee

 

4.1 The affairs of the Association shall be managed in accordance with these Rules by a Committee consisting of the Officers, the immediate past President and the Station representatives, elected or appointed pursuant to these Rules whose proceedings shall be governed by a simple majority of those present provided that in the case of deadlock, the Chairman (being the senior Officer present) shall have the casting vote.

4.2 The Committee shall have the following powers:

4.2.1 To cause the funds of the Association to be applied solely for the objects of the Association or for a benevolent or charitable purpose nominated by any General Meeting.

4.2.2 To make, alter and/or revoke any one or more of the Racing Regulations contained in Appendix 1 to these Rules as the committee in its absolute discretion shall think fit.

4.2.3 To fix, define, alter and/or revoke any component or design feature of the plans and specifications for the construction, maintenance and operation of Seabirds their equipment and sails subject to the endorsement of the exercise of such power by the Annual General Meeting. The specification for the construction, repair and maintenance of the hull, the specification for rigging and gear and the specification for the sails of Seabirds current at the date of adoption of these Rules and annexed as Appendix II to these Rules.

4.2.4 To elect to itself Full Members to represent owners of Seabirds which are not part of a station (as specified in Rule 5). 

4.2.5 To elect to itself two additional Full Members to represent the general interests of The Association.

4.2.6 To raise funds by way of loan from Members for furthering the objects of The Association.

 

 

5. Stations

 

5.1 Stations of the Association shall be formed at all places where four or more Seabirds have home moorings and where races for Seabirds under the Rules of the Association are held. The owners of such Seabirds shall be the Members of the Station provided that they are Full Members of The Association.

5.2 Each Station shall elect one Member of the Station to be a Member of the Committee of the Association and one additional Member of the Committee for every ten or part of ten after the first ten Seabirds having home moorings in the waters of that Station and shall so fill any casual vacancy on the Committee from such Station Members.

5.3 Stations may appoint local Officers and local Official Measurers for all purposes except the measurement of sails and no charge shall be made upon the funds of The Association in respect of any expenses incurred by any Station.

 

6. Membership

 

6.1 There shall be the following classes of membership:-

6.1.1 Any owner of a Seabird (whether alone or jointly with others) who is over the age of 18 years shall be eligible to be a Full Member of The Q Association.

6.1.2 Any other person interested in the objects of the Association shall be eligible to be an Associate Member of the Association.

6.1.3 The Full Members in General Meeting may on the recommendation of the Committee elect any person to be a Life Member of the Association provided the total of Life Members shall not exceed 5% of the total number of Members of the relevant class nor shall the aggregate of Life Members in either class exceed ten. The election of Life Members shall be put to the vote at the Annual General Meeting each year and such Life Members shall be duly elected if two thirds of those present with voting powers vote in favour of election.

6.1.4 Life Member shall pay no subscription but shall pay other dues as may be required from time to time. Life Members shall have all the privileges and rights of Full Members (other than voting rights) irrespective of whether they shall at anytime own a Seabird.

6.2 At any General Meeting of the Association, Associate Members shall at the discretion of the Chairman of the meeting be permitted to speak but have no voting rights.

6.3 Every member shall furnish the Honourable Secretary with an up to date address  and email address which shall be recorded in the register of Members and any notice sent to such address shall be deemed as being duly delivered. Email will be the primary method of communication.

6.4 Any person wishing to be elected a Full or Associate Membership shall apply to the Hon. Secretary on the form provided by the Association which shall be countersigned by two other Full Members as proposer and seconder. The election of both such classes of membership is vested in the committee and shall be by a simple majority vote of those Members present and voting at the relevant meeting of the Committee. The Honourable Secretary shall inform each candidate in writing/email of the candidate’s election or non-election and shall furnish an elected candidate with details of The Rules and Racing Regulations of The Association through the web site and make request for such payments as due.

Also request completion of data protection documentation.

6.5 Upon election a candidate shall pay within one calendar month such entrance and other fee subscriptions or other dues as shall be requested. In default of such payment the election shall be void unless sufficient cause for delay be shown. No Member shall be allowed to take part in any debate or proceeding of the Association or to enter or steer a Seabird in any race governed by these Rules and the Racing Regulations of The Association until his/her Association dues up to and including the current year have been received by the Honorary Treasurer or accredited to the Associations Account.

6.6 Every Member upon election and thereafter is deemed to have notice of and impliedly undertakes to comply with these Rules and Racing Regulations of the Association. Any refusal or neglect to do so or 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 a Member liable to expulsion by the Committee provided that before expelling a member the Committee shall call upon that Member for a written explanation of that Member’s conduct and shall give the Member a full opportunity to make explanation to the committee or to resign. A resolution to expel a Member shall be carried by a majority comprising two thirds of those Members of the Committee present and voting on the resolution.

6.7 A Member desirous of retiring from membership shall give notice to the Honorary Secretary before the last day of November and shall not then be liable to pay the subscription for the following year commencing 1st January. Upon re-application for membership by a past Member the Committee may at it’s discretion excuse the payment of any entrance fee.

 

7. Trustees

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7.1 There shall be at least three Trustees of the Association who shall be appointed from time to time as necessary by the Committee of the Association from among Full Members or Life Members who are willing to be appointed. A Trustee shall hold office during their lifetime or until they shall resign by notice in writing given to the other Trustees or until a resolution removing them from office shall be passed at a meeting of the Committee by a majority comprising two thirds of the Members of the Committee present and voting on the resolution.

7.2 All the property of the Association shall be held by the Trustees for the time being in their own names so far as is necessary and practicable on trust for the use and benefit of the Full Members and Life Members of the Association in accordance with Rule 7.6. On the death or resignation or removal from office of a Trustee, the Committee shall nominate a new Trustee in his place and shall as soon as possible therefore take all lawful and practicable steps to procure the vesting of all the Association property in the names of the Trustees as constituted after such nomination. For the purpose of giving effect to any such nomination the Honorary Secretary for the time being is hereby nominated as the person to appoint new Trustees of the Association within the meaning of Section 36 of The Trustee Act 1925 and they shall by Deed duly appoint the person or persons so nominated by the Committee.

7.3 The Trustees shall in all respects act in regard to any property of the Association held by them in accordance with the directions of the Committee and shall have power to sell, lease, mortgage or pledge any Association property so held for the purpose of raising or borrowing money for the benefit of the Association in compliance with the Committees directions (which shall be duly recorded in the minutes of the proceedings of the Committee) but no purchaser lessee or mortgagee shall be concerned to enquire whether any such direction has been given.

7.4 The Trustees shall be effectually indemnified out of the assets of the Association from and against any liability costs, expenses and payments whatsoever which may be properly incurred or made by them in the exercise of their duties or in relation to any property of the Association vested in them or in relation to any legal proceedings or which otherwise relate directly or indirectly to the performance of the functions of a Trustee of the Association.

7.5 Every contract, lease, licence or other agreement entered into by the Trustees of the Association shall contain the following clause:-

“The liability of the Trustees for the performance of any contractual or other obligation undertaken by them on behalf of the Association shall be limited to the net assets of the Association”.

7.6 The Full Members and Life Members of the Association shall be entitled to the assets and shall share the liabilities of the Association. Such entitlement and/or shared liability shall be joint and several save that joint owners of any Seabird shall for this purpose be treated as being a single individual and such entitlement or liability (as the case may be) shall be apportioned equally between such joint owners.

7.7 The Association shall have the power to invest or apply in the purchase or at interest upon the security of such stocks, shares, funds securities or other investments or property of whatsoever nature and wheresoever situate (including the purchase of any land or buildings of whatever tenure) and the improvement (including such alterations, additions, repairs or decoration to any such land or building as the Committee may decide) of any land or building so bought and whether involving liabilities or not upon such terms as the Committee in their absolute discretion shall think fit and to the intent that the Committee shall have the same powers in all respects as if the Association were the absolute owner beneficially entitled.

 

8. Management Powers

 

8.1 The Committee shall manage the affairs of the Association according to these Rules and shall cause the funds of the Association to be applied solely for the objects of the Association.

8.2 Any Member of the Committee or any Officer of the Association in transacting business on behalf of the Association shall disclose to third parties that they are so acting.

8.3 The Committee or any person 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 Association and any such contract shall so declare. No person shall without the express previous resolution of the Membership in General Meeting pledge the credit of the Association.

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9. General Meetings

 

9.1 The Annual General Meeting shall be held during the month of March at such time and place as the Committee may appoint and notice thereof shall be sent to each Member not less than Twenty eight days before the date appointed. All nominations for Officers and Notice of Matters to be raised at such Meeting(other than proposals for alteration of these Rules) must reach the Honorary Secretary not less than Fourteen days before the date appointed for the Meeting. Twelve Members with voting rights and personally present shall form a quorum at any General Meeting of the Association.

9.2 At every Meeting of the Association the President or in his absence a Chairman elected by those present shall preside.

9.3 Voting Rights.

9.3.1 Full Members and Life (owner) Members have voting rights but so that there shall be only one vote per Seabird Where there is a deadlock between joint owners of a Seabird the vote of that Seabird shall be against any resolution in respect of which such vote is cast.

9.3.2 Subject to Rule 9.3.1 a Full Member unable to be present at a General Meeting may appoint in writing any other Full Member to represent him or her at such Meeting and to vote on his or her behalf. Notice of such proxy shall be delivered to the Honorary Secretary not less than Forty eight hours before such Meeting.

9.3.3 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 to the Committee.

9.4 The Honorary Secretary shall call a special General Meeting on receiving directions to that effect from the Committee or upon receiving a requisition to that effect stating the object of the proposed Meeting signed by Full Members representing not less than Twelve Seabirds. The Meeting shall be held within Twenty eight days of the Honorary Secretary receiving the requisition and notice of the Meeting stating its place and time and is object shall be sent to each Member not less than fourteen days before the date appointed therefor.

 

10. Alteration to the Rules

 

10.1 Proposals for alteration of the Rules of the Association shall be considered only at an Annual General Meeting. Any proposal for the alteration of the Rules shall be delivered to the Honorary

Secretary in writing and signed by the Full Member proposing the alteration and countersigned by at least three other Full Members before Thirtieth day of November preceding the Annual General Meeting at which the proposals are to be considered. The Honorary Secretary shall give full particulars of the proposals in the notice convening the Annual General Meeting any such proposed alteration shall be carried only by the assent of two thirds of the Members of the Association present at the Meeting (either in person or by proxy) who are entitled to vote under these Rules.

10.2 Any proposed amendment of the detail of such proposed alteration to the Rules whereby such proposed alteration shall be implemented (but not further or otherwise) shall be delivered to the Honorary Secretary in writing not less than Twenty eight days before the Annual General Meeting and if duly seconded may be considered by the Annual General Meeting as an amendment to the initial proposal. Any dispute as to whether or not such amendment shall be eligible for such consideration shall be decided at the Annual General Meeting by the President or other the Chairman of that Meeting whose decision shall be final and binding.

 

11. Subscriptions due

 

11.1 Subscriptions and the mode of payment thereof shall be fixed by the Committee and shall become due on Thirty first March in respect of the year ended Thirty first December next following.

Any person becoming a Member during such period shall forthwith pay the whole current annual subscription. An additional fee of such sum as the Committee shall from time to time decide shall be payable by any Member on application for a Measurement Certificate. Payment for goods of any description bought by any Member from the Association shall be made in full as precondition of delivery.

11.2 No Measurement Certificate shall be issued to any Member from whom any payment under these Rules shall be due but unpaid nor shall any such Member enjoy any of the benefits of Membership while any such sum or sums shall be outstanding.

In the case of Seabirds which are jointly owned the liability of each such joint owner in respect of all such dues or other payments shall be joint and several.

 

12 Committee Meetings

 

The Honorary Secretary shall give to the Committee Members twenty eight days' notice (or less if three quarters of them shall agree of Committee Meetings stating the business for which the Meeting is called. Four Members of the Committee shall form a quorum for any Committee Meeting. Committee meetings may be in person or by video link. The AGM shall be in person only.

 

13 Duties of Honorary Treasurer

 

All payments made to or by the Association shall be made through the Honorary Treasurer who shall keep a correct account of the same and prepare a Statement showing the financial position of the Association and a balance sheet for the Annual General Meeting.



14 Duties of Official Measurer

 

14.I The Official Measurer and any measurer appointed by any Station shall be entitled to inspect and measure any component of any Seabird on reasonable notice and a written report shall then be submitted to the Official Measurer on their findings

Certificates.

14.2 Subject to the provisions of Rule 11.2 and Rule 15 the Official

Measurer shall provide to each Seabird a Measurement Certificate which shall be valid for the year of issue only. Such Certificate shall remain valid notwithstanding a change of ownership of a Seabird and in any event shall be subject to a Declaration signed by the owner or owners of each Seabird that no alteration has been made to the hull spars ballast rigging or sails of any Seabird save in accordance with these Rules.

 

15. Building and Repairs of Boats

 

15.1 Every Seabird shall be built repaired and maintained according to the designs specifications and plans adopted by the Association.

15.2 No Seabird shall be built altered or repaired (save in case of temporary emergency repairs) without written particulars thereof being given previously to the Official Measurer who shall be entitled but not bound to supervise such works and to direct such works so that they shall comply with these Rules in every particular.

15.3 if it shall come to the attention of the Committee that any part of the spars sales or equipment of any Seabird (other than the hull) do not comply with the designs specifications and plans so adopted then the Official Measurer shall not provide to the owner or owners of such Seabird a Measurement Certificate.

15.4 In respect of the hull of any Seabird which at the date of passing of these Rules does not comply with the designs specifications and plans so adopted where the Committee is satisfied that the failure to comply with such designs specifications and plans is not calculated and will not afford to that boat any material advantage in racing the Committee may authorise the Official Measurer to provide to the owner or owners a Qualified Measurement Certificate.

15.5 The effect of a Qualified Measurement Certificate shall be that the Seabird to which it relates shall be permitted to race (subject to compliance with the Racing Regulations) as if it fully complied with the designs specifications and plans so adopted.

It shall be a condition of issue of a Qualified Measurement Certificate that when each part of the hull of a Seabird so certified requires to be replaced it shall only be replaced so as to comply with the designs specifications and plans then adopted by the Association.

15.6 Notwithstanding Rules 15.1 to 15.5 inclusive no Seabird weighing less than the Regulation Weight (as defined in the Racing Regulations) shall be given a Measurement Certificate or a Qualified Measurement Certificate.

 

16. Auditors

 

16.1. The Full Members shall at the Annual General Meeting appoint an Auditor or Auditors to audit the Accounts for any year and to report thereof to the Annual General Meeting following. The Committee shall appoint a replacement in the event of a casual vacancy arising among the Auditors.

 

17. Cessation of Ownership

 

17.1 Subject to Rule 6.1.4 any Member on ceasing to be the owner of an interest in a Seabird shall forthwith cease to be a Full Member and shall thereupon cease to be entitled to any share in the assets of the Association without payment or compensation but may elect to become an associate Member of the Association without formality. The Committee's powers of expulsion shall not be affected thereby.

17.2 Any Member who shall dispose of his/her interest in a Seabird or who shall change his postal address shall notify the Honorary

Secretary in writing/email forthwith.

 

18. Flag and Tie

 

18.1 The Association Flag shall be a red burgee with a white seagull (on wing) in the centre and the Association tie shall be a navy blue tie with reproductions of the Association flag.