Company Number 11206739 

ADOPTED: [14th February 2018; revised 27th December 2018


1.1 The regulations contained in the Model Articles for Private Companies  Limited by Guarantee set out in Schedule 2 of The Companies (Model  Articles) Regulations 2008 (SI 3229/2008), shall not apply to the Club.  

1.2 In these Articles, unless the context requires otherwise:  

Act means the Companies Act 2006; 

AGM means an annual general meeting of the Club; 

Articles means these articles of association, and Article refers to a particular provision in them; 

Associate Member means a member of the Club who is not a Club Member, and who therefore neither has voting rights at general meetings nor any other rights to which members of companies are entitled under the Articles or the Companies Acts, and Associate Membership shall be interpreted accordingly; 

Bye Laws means bye laws of the Club from time to time proposed by the directors and approved by the Members in accordance with Article 13.4.2; 

Club means the company regulated by these Articles; 

Club Member means every person who agreed to become a company member of the Club and whose name is entered in the Club’s register of members, in accordance with section 112 of the Act, and Club Membership shall be interpreted accordingly; 

Companies Acts means the Companies Acts (as defined in section 2 of the Act), in so far as they apply to the Club; 

Director means a director of the Club, and includes any person occupying the position of director, by whatever name called; 

electronic form has the meaning given in section 1168 of the Act; 

Honorary Secretary means a Director, elected to perform the role  of Secretary 

Member means all members of the Club, whether Club Members or Associate Members, and 

Membership shall be interpreted accordingly; 

Officers has the meaning given in Article 6.1; 

ordinary resolution means a resolution passed by a simple majority of the Club Members; 

Sailing sailing and racing of sailing boats 

Secretary means the company secretary of the Club, if appointed; 

special resolution means a resolution of the Club Members passed by a majority of not less than 75%; 

writing means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise. 

1.3 In these Articles, unless the context otherwise requires:  

1.3.1 other words or expressions contained in these Articles bear the same  meaning as in the Act as in force on the date when these Articles  become binding on the Club; 

1.3.2 words in the singular shall include the plural and in the plural shall  include the singular; and  

1.3.3 a reference to one gender shall include a reference to the other  gender.  

1.4 Headings in these Articles are used for convenience only and shall not affect  the construction or interpretation of these Articles.  

1.5 Unless expressly provided otherwise, a reference to a statute, statutory  provision or subordinate legislation is a reference to it as it is in force from  time to time, taking account of any subordinate legislation from time to time  made under it, and any amendment or re-enactment and includes any  statute, statutory provision or subordinate legislation which it amends or re enacts.  

1.6 A person includes a natural person, corporate or unincorporated body  (whether or not having separate legal personality) and that person’s personal  representatives, successors and permitted assigns.  

1.7 Any phrase introduced by the terms including, include, in particular or any  similar expression shall be construed as illustrative and shall not limit the  sense of the words preceding those terms.  


2.1 The liability of each Club Member is limited to £1, being the amount that each  Club Member undertakes to contribute to the assets of the Club in the event  of its being wound up while he is a Club Member or within one year after he  ceases to be a Club Member, for:  

2.1.1 payment of the Club’s debts and liabilities contracted before he  ceases to be a Club Member;  

2.1.2 payment of the costs, charges and expenses of winding up; and  2.1.3 adjustment of the rights of the contributories among themselves.  


3.1 The Club is established for the following purposes: 

3.1.1 to acquire and take over all or any part of the assets and liabilities of  the present unincorporated body known as Tynemouth Sailing Club 

3.1.2 to promote and facilitate participation in healthy recreation by the  provision of facilities for the sport of Sailing; and  

3.1.3 to provide social and other facilities for Members as may from time to  time be determined by the directors.  


4.1 In pursuance of the object set out in Article 3.1, the Club has the power to:  4.1.1 establish, maintain and conduct a Sailing club;  

4.1.2 promote and hold, either alone or jointly with any other association,  club or persons, meetings, competitions and regattas for the purpose  of competitive Boating and to offer, give, or contribute towards prizes,  medals, and awards;  

4.1.3 acquire RYA training establishment status 

4.1.4 provide advice or information;  

4.1.5 co-operate with other bodies 

4.1.5 accept gifts and raise funds;  

4.1.6 borrow money;  

4.1.7 give security for loans or other obligations;  

4.1.8 acquire or hire property of any kind;  

4.1.9 let or dispose of property of any kind;  

4.1.10 set aside funds for special purposes or as reserves against future  expenditure;  

4.1.11 deposit or invest its funds in any manner;  

4.1.12 delegate the management of investments to a financial expert;  

4.1.13 insure the property of the Club against any foreseeable risk and take  out other insurance policies to protect the Club when required; 

4.1.14 employ paid or unpaid agents, staff or advisers;  

4.1.15 enter into contracts to provide services to or on behalf of other  bodies;  

4.1.16 establish or acquire subsidiary companies; and  

4.1.17 do anything else within the law which promotes or helps to promote  the objects set out in Article 3.1.  


5.1 The directors are responsible for the management of the Club’s business, for  which purpose they may exercise all the powers of the Club.  

5.2 Directors are elected by the Club Members or co-opted by the directors, in  accordance with any procedures set out in the Bye Laws.  

5.3 A director’s term of office automatically terminates if he or she:  

5.3.1 ceases to be a director by virtue of any provision of the Act or is  prohibited from being a director by law;  

5.3.2 is absent without notice from four consecutive meetings of the  directors and is asked by a majority of the other directors to resign;  

5.3.3 is incapable, whether mentally or physically, of managing his/her own  affairs;  

5.3.4 resigns by written notice to the directors (but only if at least four  directors will remain in office); or  

5.3.5 is removed by the Club Members.  


6.1 The officers of the Club are the Commodore, Vice-Commodore, Rear Commodore (for one year after ceasing to be Commodore), Sailing  Secretary, Treasurer, and Honorary Secretary (the Officers), all of whom  must be Club Members and must also meet any other conditions and comply  with any duties and responsibilities set out in any Bye Laws.] 

6.2 Officers, with the exception of the Rear Commodore who is appointed for one  year, shall be elected by the Club Members at the AGM each year. All  Officers shall hold office from the conclusion of the AGM in which they are  appointed until the conclusion of the AGM the following calendar year. All  Officers, except the Rear Commodore, shall be eligible to stand for reelection. 


7.1 The directors must hold at least eight meetings each year.  

7.2 The quorum for directors’ meetings may be fixed from time to time by a  decision of the directors, but it must never be less than two, and, unless  otherwise fixed, it is three.  

7.3 A meeting of the directors may be held either in person or by suitable  electronic means agreed by the directors in which all participants may  communicate with all the other participants.  

7.4 The Commodore or (if the Commodore is unable or unwilling to do so) some  other director chosen by the directors present presides at each meeting.  

7.5 Any issue may be determined by a simple majority of the votes cast at a  meeting, but a resolution in writing agreed by all the directors (other than any  conflicted director who has not been authorised to vote) is as valid as a  resolution passed at a meeting. For this purpose the resolution may be  contained in more than one document. 

7.6 Every director has one vote on each issue and, in case of equality of votes,  the chairman of the meeting shall not have a casting vote.  

7.7 A procedural defect of which the directors are unaware at the time does not  invalidate decisions taken at a meeting.  


8.1 The directors may exercise any powers of the Club which are not reserved to  the Club Members.  

8.2 The directors may delegate any of their functions to committees consisting of  two or more individuals appointed by them on such terms as they think fit. At  least one member of every committee must be a director and all proceedings  of committees must be reported promptly to the directors.  

8.3 Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions  of the Articles which govern the taking of decisions by directors.  


9.1 Directors may undertake any services for the Club that the directors decide.  Directors are entitled to such remuneration as the directors determine for  their services to the Club as directors and for any other service which they  undertake for the Club.  

9.2 The Club may pay any reasonable expenses which the directors properly  incur in connection with the discharge of their responsibilities in relation to the  Club.  


10.1 The directors may, in accordance with the requirements set out in Article  10.2, authorise any situation in which a director has or can have, a direct or  indirect interest that conflicts or possibly may conflict, with the interests of the  Club which would, if not authorised, involve a director breaching his duty  under section 175 of the Act to avoid conflicts of interest.  

10.2 Any authorisation under Article 10.1 shall be effective only if:  

10.2.1 the matter in question shall have been proposed by any director for  consideration in the same way that any other matter may be  proposed to the directors;  

10.2.2 any requirement as to the quorum is met without counting the  interested director; and  

10.2.3 the matter was agreed to without the interested director voting or  would have been agreed to if the interested director’s vote had not  been counted.  

10.3 A director is not required, by reason of being a director (or because of the  fiduciary relationship established by reason of being a director), to account to  the Club for any remuneration, profit or other benefit which he derives from or  in connection with a relationship involving a conflict of interests which has  been authorised by the directors in accordance with these Articles or by the  Club Members in general meeting (subject in each case to any terms, limits  or conditions attaching to that authorisation) and no contract shall be liable to  be avoided on such grounds.  

10.4 If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the Club in which a director is  interested, that director is not to be counted as participating in the decision making process for quorum or voting purposes, unless the director’s interest  cannot reasonably be regarded as likely to give rise to a conflict of interest.  

10.5 Where the number of non-conflicted directors is less than the quorum for the  purposes of approving a resolution authorising any situation or transaction  constituting a conflict as anticipated by the Companies Acts, the quorum shall  be all the disinterested directors.  

10.6 When all the directors of the Club are conflicted, the Club shall pass the  conflict to the Club Members for approval by ordinary resolution.  


11.1 Membership is open to any individual interested in the sport of Sailing.  Membership is not transferable.  

11.2 No person shall become a Member unless:  

11.2.1 that person has completed an application for Membership in a form  approved by the directors from time to time; and  

11.2.2 the directors have approved the application.  

11.3 Membership is also subject to any subscriptions or affiliation fees that may be  set by the directors from time to time.  

11.4 Every person who, at the date of incorporation of the Club, had paid a  subscription fee to, and was a member of, the unincorporated club known as  Tynemouth Sailing Club referred to in Article 3.1.1, and who, on or before 1st December 2017 or during such extended period as the directors may  determine, signs and delivers to the Club the form of Membership prescribed  by the directors, shall be a Member of the Club from incorporation. 

11.5 The directors may establish different classes of Membership, and decide who  will be eligible for admission to them and what their rights and obligations will  be.  


12.1 A Member may withdraw from Membership by giving 7 days’ notice to the Club in writing.  

12.2 A person’s Membership terminates when that person dies or ceases to exist.  

12.3 A person’s membership terminates when that person’s subscription fee  remains unpaid for three months. 

12.4 The directors may terminate the Membership of any Member without their consent by giving them written notice if, in the reasonable opinion of the  directors:  

12.4.1 they are guilty of conduct which has or is likely to have a serious  adverse effect on the Club or bring the Club or any or all of the  Members and directors into disrepute;  

12.4.2 they have acted or have threatened to act in a manner which is  contrary to the interests of the Club as a whole; or  

12.4.3 they have failed to observe the terms of these Articles and any  Bye Laws from time to time.  

12.5 If the directors wish to terminate a person’s Membership in accordance with  Article 12.4, they must give notice to that Member and provide the Member with the opportunity to be heard in writing or in person as to why his  Membership should not be terminated. The directors must consider any  representations made by the Member and inform the Member of their  decision following such consideration. 

12.5 A Member whose Membership is terminated under Article 12.4 shall not be  entitled to a refund of any subscription or membership fee and shall remain  liable to pay to the Club any subscription or other sum owed by him.  


13.1 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).  

13.2 The Club must hold a general meeting as an AGM in each year in addition to  any other general meetings in that year, and must specify the meeting as the  AGM in the notices calling it. The first AGM must be held within 18 months  after the Club’s incorporation.  

13.3 At the AGM Members must:  

13.3.1 receive the accounts of the Club for the previous financial year;  

13.3.2 receive a written report on the Club’s activities;  

13.3.3 elect directors to fill the vacancies arising; and  

13.3.4 appoint reporting accountants, auditors or scrutineers for the Club. 

13.4 Members may also, from time to time:  

13.4.1 discuss and determine any business put before them by the directors  or set out in a valid request by the Club Members to call a general  meeting pursuant to Article 13.5; and  

13.4.2 in particular, consider and determine whether to approve any Bye  Laws put before them by the directors, which are consistent with the  these Articles and the Act, to govern:  

(a) classes and conditions of Membership;  

(b) the entrance fees, subscriptions and other fees or payments  to be made by Members and guests;  

(c) the procedures for dealing with disciplinary action against  Members, and/or for the expulsion of Members, and/or for refusals to renew Membership;  

(d) the procedures for general meetings and meetings of the  directors and committees of the directors in so far as such procedure is not regulated by the Articles; and  

(e) matters relating to the use of the Club’s premises.  

13.5 A general meeting may be called by the directors at any time and must be  called within 21 days of a written request from at least 10% of the Club  Membership or (where no general meeting has been held within the last year)  at least 5% of the Club Membership.  

13.6 General meetings are called on at least 14 and not more than 28 clear days’  written notice indicating the business to be discussed and (if any resolutions  are to be proposed) setting out the terms of the proposed resolutions.  

13.7 There is a quorum at a general meeting if the number of Club Members  present in person or by proxy is at least 15.  

13.8 The chair of a general meeting shall be the Commodore except where (s)he  is unable to attend or unwilling to fulfill the role, in which case a chair shall be elected.  

13.9 Every Club Member present in person or by proxy has one vote on each  issue.  

13.10 Except where otherwise provided by these Articles or the Companies Acts, a  written resolution (whether an ordinary or a special resolution) is as valid as  an equivalent resolution passed at a general meeting. For this purpose the  written resolution may be set out in more than one document.  

13.11 A technical defect in the appointment of a Club Member of which the Club  Members are unaware at the time does not invalidate a decision taken at a  general meeting or a written resolution of the Club Members.  


14.1 The directors must comply with the requirements of the Companies Acts as  to keeping records, the audit or independent examination of accounts and the  preparation and transmission to the Registrar of Companies of information  required by law including:  

14.1.1 annual returns;  

14.1.2 annual reports; and  

14.1.3 annual statements of account.  

14.2 The directors must also keep records of:  

14.2.1 all proceedings at meetings of the directors;  

14.2.2 all resolutions in writing;  

14.2.3 all reports of committees; and  

14.2.4 all professional advice obtained.  

14.3 Accounting records relating to the Club must be made available for inspection  by any director at any reasonable time and may be made available for  inspection by Members who are not directors if the directors so decide.  

14.4 A copy of the Club’s constitution and latest available statement of account  must be supplied on request to any director. 


15.1 Subject to Article 15.2, a director or former director of the Club may be  indemnified out of the Club’s assets against:  

15.1.1 any liability incurred by that director in connection with any  negligence, default, breach of duty or breach of trust in relation to the  Club;  

15.1.2 any liability incurred by that director in connection with the activities  of the Club in its capacity as a trustee of an occupational pension  scheme (as defined in section 235(6) of the Act); or  

15.1.3 any other liability incurred by that director as an officer of the Club. 

15.2 This Article 15 does not authorise any indemnity which would be prohibited or  rendered void by any provision of the Companies Acts or by any other  provision of law.  


16.1 Notices and other documents to be served on Members or directors under  these Articles or the Companies Acts may be served:  

16.1.1 by hand;  

16.1.2 by post;  

16.1.3 by suitable electronic means; or  

16.1.4 on the Club’s website.  

16.2 The only address at which a Member is entitled to receive notices sent by  post is an address in the U.K. shown in the register of Members.  

16.3 Any notice given in accordance with these Articles is to be treated for all  purposes as having been received:  

16.3.1 24 hours after being sent by electronic means, posted on the Club’s  website or delivered by hand to the relevant address;  

16.3.2 two clear days after being sent by first class post to that address;  

16.3.3 three clear days after being sent by second class or overseas post to  that address;  

16.3.4 immediately on being handed to the recipient personally; or, if earlier,  

16.3.5 as soon as the recipient acknowledges actual receipt.  

16.4 A technical defect in service of which the directors are unaware at the time  does not invalidate decisions taken at a meeting.  


17.1 The income and property of the Club shall be applied solely in promoting the  objects of the Club as set out in Article 3.1. 

17.2 No dividends or bonus may be paid or capital otherwise returned to the  Members, provided that nothing in these Articles shall prevent any payment in  good faith by the Club of:  

17.3 reasonable and proper remuneration to any Member, officer or servant of the  Club for any services rendered to the Club;  

17.4 interest on money lent by any Member of the Club or director at a reasonable  and proper rate per annum not above the published base lending rate of a  clearing bank to be selected by the directors;  

17.5 reasonable and proper rent for premises demised or let by any Member or  director; or  

17.6 reasonable out-of-pocket expenses properly incurred by any director.


18.1 If the Club is wound up or dissolved and after all its debts and liabilities have  been satisfied and property distributed among the members of the club by lot  there remains any property it shall be given or transferred, at the sole  discretion of the directors, to:  

a. a charity and/or  

b. some other club with purposes similar to those of the Club and/or  

c. the national governing body for the sport of boating for use by that  organisation for related community sports.