• SGM Information

    January 27th, 7pm in the Club Bar

  • There will be three ways to vote.

    1. Vote online by clicking here - if you are a Joint or Family member, it will be possible to use this link for both votes of the membership. The online vote will close on Friday January 24th at midday.
    2. Hand a paper voting form into the Club (there will be a box at the bar) - the deadline for this is also midday on Friday January 24th. Click here for the form
    3. You can vote in person at the meeting on January 27th - but you have to register in advance if you want to come in person. You can do this here.

  • *****You will need to register in advance to attend the SGM***

    This is because the Club can only safely host 120 people, so we need to know numbers. If more than 120 people want to come, you will be allocated a time slot in which to vote. Click here to register.

    What will happen at the meeting?

    1. It will not be possible to change either the resolution or the draft documents at the meeting itself. There have been so many opportunities to ask questions and make comments over the past year, so there will not be a general discussion session at the start of the meeting. If you still have a question, please send it to the Secretary as soon as possible!
    2. We will make a short presentation explaining the proposals, and then those present will vote. The votes cast at the meeting will be counted, added to the votes cast in advance, and the result will be announced.

  • Draft new governing documents

    Quick reminder

    1. The first document here is the Articles of Association. This is a standard legal document which sets out the essentials of how Penarth Yacht Club Ltd would be run. Once the Articles are agreed, they can only be changed with the approval of you, the Members.
    2. The second, the "Companion", is an informal plain English explanation of the legal text - a sort of translation of the Articles.
    3. The third is the Bye-laws, which cover the fine detail of day to day running of the Club and its Sections. In the future, the Bye-laws can be changed by either the Flags (unless the General Committee object) or by you, the Members. You will note that there are a few (but only a few) points which need to be finalised over the next year or so. One of these is agreeing the standards of behaviour and courtesy we all want in our Club, and how we deal with this when it goes wrong. Please volunteer to help here if you have time and expertise - it's a tricky topic.

    List of recent changes made as a result of Member contributions or legal advice

    early January 2025
    • Clarified that, if Members approve the changes, the Flags and members of the General Committee will continue in these roles for as long as they would have done had the changes not been agreed (ie terms of office do not start again at zero)
    • Gave examples of a few Director powers, eg the power to set budgets, determine resource allocation, recruit and manage staff
    • Added Sailing bye-laws
    • Tidied up possible confusing references to various different sorts of meetings

    December 4th 2024
    • Noted that the Club's purposes / objects should include a specific mention of Sailing and Rowing, not just "sport"
    • Clarified that the call for nominations for new Directors will go to all Full Members, ie all Full Members will be invited to nominate people for this role - and you can nominate yourself
    • Changed the amount Members would have to pay towards what was owing if the Club closed down with unpaid debts from £10 to £1

    November 27th
    • corrected a mistake in the bye-laws (thanks to a Member's sharp eyes!!) - Bye-law 5.3, on appointing new Flags.
    • clarified the membership of the General Committee (ie it will always include Sailing Secretary and the Rowing Captain, not the Rowing Captain AND the Rowing Secretary)

  • Full text of the Resolution

    You are being asked to vote for the Club to achieve incorporation, ie to become a limited company. This company will be governed by the Articles of Association and updated Bye-laws that you can find on this page.

    The formal resolution uses the model RYA text and is very long (five pages!). In summary, it does exactly what you would expect: it confirms that the Club in its current form has the power to make this decision in the first place, and then asks for the decision itself, ie to achieve incorporation of the Club.

    You can download the full text of the resolution here

  • Background and Rationale

    There are two main reasons for proposing these changes to the Club's governance.

    FIRST

    The Club is currently unincorporated, which creates a significant risk for the GC and Members if something goes wrong.

     

    From the Royal Yachting Association's guidance:

    "Unincorporated clubs are not, in law, considered to have their own legal identity thus the club cannot own property, enter into contracts or employ staff in its own name.

    Anyone suing an unincorporated club in relation to such matters must do so in the name of representative individuals and this usually means the officers, committee members or trustees. In addition, the individual members of an unincorporated club can be held personally liable to meet the debts of the club. Such debts may arise out of contractual disputes and employment disputes, or even personal injury claims if for some reason the club’s insurance provision is inadequate."

     

    (please always remember that protection for Directors disappears if there is fraud or negligence - more details available if anyone is interested, thanks to a very kind PYC Member who is also an accountant)

     

     

    SECOND

    the Club's current Rules and Byelaws are, in many places, inconsistent and confusing. There are also significant gaps. It makes sense to tidy all this up at the same time as incorporating, if Members approve the proposals.

  • Further context

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    What do we have here?

     

    The main document for a company is called "Articles of Association". This is where the most important things go. The only way to change the Articles is through a super-majority of Members, nearly always at an AGM or EGM.

     

    The next document down is called "Bye-laws". This is where companies keep rules and processes for day-to-day management. Directors and Members can change the Bye-laws.

     

    FInally...
    Because the Articles of Association use a lot of standard legal text, they are a very dry, stodgy read. So there is also a "plain English" companion document, which attempts to translate the legalese into normal everyday language.
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    Most importantly... what are the benefits?

     

    • First and foremost - significant reduction in risk for Members and for the Flag Officers and the Treasurer, who have agreed to be the people who take legal responsibility for running the Club.
    • Clearer powers for Members to change something if you don't like it - if you can get a group together, you can call an EGM to discuss it, or put a motion forward to the AGM. The new documents set out a timeline for this and explain what to do if, for some reason, the Directors don't respond.
    • Explicit power to have your voice heard even if you can't come to the AGM or an EGM - you'll be able to tell the Chair, or a fellow member, how you want to vote and they will then vote on your behalf
    • Power to make an informed choice about who runs the Club - Members will be invited to submit nominations for Flag Officer posts, and will be able to vote for who they want to be on the General Committee even if they can't come to the AGM.
    • More clarity and transparency overall - eg the rules for calling and running AGMs, running elections, how long terms of office are, what the powers of the Flags and the Committees are, how to manage conflicts of interest, who is eligible to take part in what sport

     

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    Who will the Directors be?

     
    Although the original consultation proposals and conversations were that the General Committee would form the new Board of Directors (the people with the legal duties and liabilities), the majority view of the current General Committee is that they wish the Flags and the Treasurer to be the only Directors. The Flags and the Treasurer are willing to accept this responsibility, and so the latest drafts reflect this change.
     
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    What is the text based on?

     

    We used a few different sources, including:

     

    • The current Rules and Bye-laws - we have tried to keep as much of current practice as possible,
    • The RYA template
    • The government template
    • The Charity Commission template (because although PYC is not a charity, it is not-for-profit and so some of the text is relevant)
    • Content from similar small not-for-profit companies, already drafted and quality-assured by specialist law firms

     

     

     

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    What is different?

     

    Obviously, incorporation means that some elements of the Club's governance have to be different. However, we have tried to keep as much as possible of the current customs and procedures, working on the "if it ain't broke, don't fix it" principle.
     
    Readers will see that in some areas, the Flags and the Treasurer have the ability to take action that used to be for the Flags and the GC together. This is because if the Flags and Treasurer are the Directors, they need to be different from the GC, and they need to be able to take action to discharge the responsibilities that come with being Directors.
     
    It's also important to note that sometimes, a rule or process will seem different - but actually, it's just been put into more accurate language suitable for a legal document.
     
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    What is "locked into" the Articles? (ie can't be changed unless Members agree)

     

    All the important things...

     

    o The name of the Club and its purpose and powers

    o Stating that liability is limited (ie protecting Members)

    o Member categories, including Life Members

    o Member rights (including how Members can force an EGM, or force an agenda item onto an AGM or propose/approve/refuse approval for Bye-law changes)

    o how to run AGMs and EGMs

    o Who the Directors are, how they are appointed, and how they are removed

    o What Directors are permitted to do and what they can delegate

    o How to manage conflicts of interest

    o How to communicate with Members

    o What happens if the Club has to close down

     

    AND (special text for PYC)

    • a requirement that there must always be a General Committee, a Rowing Committee and a Sailing Committee
    • a power for the General Committee to object to any changes to the Bye-laws proposed by Directors

     

     

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