STA-R
Sail Training Association Romania
Concept Constitution
1. Name
1.1. The name of the Association shall be the Sail Training Association Romania,
hereinafter referred to as the Association or STAR.
2. Objectives
2.1. The Objective of the Association shall be:
2.1.1. To promote community participation in healthy recreation by the
provision of facilities for sailing, and other water sports.
2.2. In furtherance of this objective, the Association shall seek:
2.2.1. To encourage, in particular, the involvement and development of young
people
2.2.2. To stimulate and promote participants’ motivation, aspirations and levels
of achievement
2.2.3. To develop knowledge of seamanship and practical skills relating to the
safe participation in water sports
2.2.4. To seek to develop participants’ self-confidence, self-esteem and ability to
take on organisational roles in furtherance of these objectives
2.3. The Association will not discriminate based on any ground such as sex, race,
colour, ethnic or social origin, genetic features, language, religion or belief,
political or any other opinion, membership of a national minority, property, birth,
disability, age or sexual orientation.
2.3.1. The Association encourages people with disabilities taking part in
activities but may restrict participation to activities only where it would be unsafe for them to do so. The Association take reasonable steps to provide an alternative form of participation.
3. Powers
3.1. To further the above objects, the Association may:
3.1.1. Employ and pay any person of persons to supervise, organise and carry
on the work of the Association;
3.1.2. Engage and pay fees to professional and technical advisers or consultants
to assist in the work of the Association;
3.1.3. Bring together in conference and work in liaison with representatives of
other voluntary organisations, government departments, local and other
statutory authorities and individuals;
Approved by STAR Committee at its inaugural meeting on the [ ]
3.1.4. Take out membership of such organisations as are considered to be in
the interests of and compatible with the objects of the Association;
3.1.5. Promote and carry out or assist in promoting and carrying out research,
surveys and investigations and where considered appropriate, publish the
results;
3.1.6. arrange and provide for, or join in arranging and providing for the holding
of training courses, meetings, lectures, classes and events;
3.1.7. Collect and disseminate information on all matters affecting the objects,
and exchange such information with other bodies having similar objects;
3.1.8. Cause to be prepared and printed or otherwise reproduced and
circulated, free of charge or for payment, such papers, books periodicals,
pamphlets or other documents or films or electronic materials as shall
further the objects;
3.1.9. purchase, take on lease or exchange, hire or otherwise acquire any
property and any rights and privileges considered appropriate for the
promotion of the objects and construction, maintain and alter any
buildings considered appropriate for the activities of the Association;
3.1.10. Make regulations for the management of any property which may so be
acquired;
3.1.11. Sell, let, grant securities over, dispose of or turn to account all or any of
the property or assets of the Association;
3.1.12. Borrow or raise money for the objects and accept gifts on such terms and
on such security as shall be deemed appropriate.
3.1.13. Raise funds and invite and receive contributions from any person or
persons by way of subscription or otherwise;
3.1.14. invest the funds of the Association not immediately required for the
objects in or upon such investments, securities or property as may be
thought fit, subject nevertheless to such conditions as my at the time be
imposed or required by law;
3.1.15. do all such other lawful things as are incidental or conducive to the
attainment of the objects.
4. Membership
4.1. Individual membership of the Association shall be open to all members of the
associated Sailing Clubs and members and trainee’s of Sail Training Operators.
4.2. All individual members (aged 16 and over at the time of a general meeting) of
the association shall have one vote exercisable in person in general meeting.
4.3. Group membership shall be open to representation from any voluntary, public or
private sector organisation operating in the area of primary benefit which
satisfies the Association that their objects are of a similar nature to those of the
Association.
4.4. The Management Committee shall have the right for good and sufficient reason
to terminate the membership of any individual or organisation provided that the
individual concerned, or individual representing such organisation shall have the
right to be heard by the management committee before a final decision is made.
5. Honorary Officers
Approved by STAR Committee at its inaugural meeting on the [ ]
5.1. At the annual general meeting, the Association shall elect a convener, a
secretary, a treasurer and Principal and Chief Instructors. Officers may be either
honorary or paid appointments and may be held by the same person.
5.2. The Principal and Chief Instructors must hold valid qualifications as required by
the Royal Yachting Association.
5.3. Offices of the Association will hold office for two years when he or she will retire
but will be eligible for re-election. If these posts are filled by a paid official then
the terms and conditions of employment will be as determined by the
management Committee.
5.4. No candidates for election to any office (other than the retiring officers eligible)
shall be proposed unless the name of such candidate and of his or her proposer
and seconder shall have been sent to the Secretary by the first October
immediately prior to the AGM.
5.5. If a casual vacancy occurs, by death or resignation or expulsion, the
Management Committee shall co-opt a member to fill the vacancy. Any officers
so elected shall serve until the next Annual General Meeting.
6. Management Committee
6.1. With the exception of those powers which are specifically stated in this
constitution to be exercisable by the members, in general meeting, the policy
and management of the affairs of the Association shall be directed by a
Management Committee which shall meet not less than 6 times a year and shall
consist of not less than 7 or more than 15 members.
6.2. Membership of the Management Committee must include:
6.2.1. One representative of the Executive Committee of Romanian Sailing Club (RYA Mangalia)
6.2.2. One representative of the Sailing Committee of Royal Yacht Club Romania
6.2.3. at least two representatives of minimal one Sail Training Ship Operator.
6.2.4. at least other 3 members of the Association.
6.3. A member of the management committee shall serve for 3 years. A member
may be eligible for re-election.
6.4. In addition to the members so elected, the Management Committee may co-opt
up to 3 further members who, after co-option, shall serve until the the next
annual general meeting and shall be eligible for election at that meeting. Coopted
members shall not be entitled to vote at meetings of the Committee.
6.5. Any casual vacancy on the management committee (including a vacancy in any
honorary office) may be filled by the Committee and any person appointed to fill
such a casual vacancy shall hold office until the the next annual general meeting
of the Association and shall be eligible for election at that meeting.
6.6. The proceedings of the Management Committee shall not be invalidated by any
failure to elect or any defect in the election, appointment, co-option or
qualification of any member.
6.7. The Management Committee may:
6.7.1. delegate any of their responsibilities to approved sub-committees or
working groups appointed by and responsible to the Management Group,
and to co-opt to fill vacancies as and when they arise.
6.7.2. Appoint or dismiss auditors
6.7.3. Set fees and charges for services where appropriate
6.8. The quorum at a meeting of the Association Management Committee shall be 4.
Should the vote be tied the convener shall have the casting vote.
Approved by STAR Committee at its inaugural meeting on the [ ]
7. Nominations of Honorary Officers and Management Committee Members
7.1. Only members of the Association under Para 4.1 shall be eligible to serve as
honorary officers or members of the management committee.
7.2. Nominations for honorary officers or members for the management committee
must be made by full members of the Association in writing and must be in the
hands of the secretary at least one week before the annual general meeting.
7.3. A member may not nominate him/herself.
7.4. Should nominations exceed vacancies, election shall be by ballot
7.5. Only in the event of their being insufficient nominations received prior to the
annual general meeting will nominations be taken from the floor.
8. General Meetings
8.1. The first annual general meeting of the Association shall be held not later than
the [ ], and once in each year thereafter,
8.2. An annual general meeting of the Association shall be held as such time (not
being more than 15 months after the preceding annual general meeting) and at
such place as the Management Committee shall determine. The secretary shall
give at least 21 clear days notice of the meeting in writing.
8.3. At each annual general meeting, the business shall include:
8.3.1. Apologies
8.3.2. Approval of Minutes of Previous AGM
8.3.3. Presentation and Adoption of Annual Reports
8.3.4. Presentation and Adoption of Annual Accounts
8.3.5. Election of Office Bearers
8.3.6. Election of Other Management Committee Members
8.3.7. Appointment of Independent Accountant
8.3.8. Motions submitted by the Management Committee or by members
8.3.9. Any Other Business
8.4. The convener of the Management Committee may at any time at his/her
discretion call a special general meeting of the Association. The secretary shall
call a special general meeting of the Association within 21 days of receiving a
written request so to do signed by not less than 50% of the members whether
individual or representative and giving reasons for the request.
8.5. Rules of Procedure at all Meetings
8.6. Quorum:
8.6.1. The quorum at an annual general meeting of the Association shall be 17
members (present in person) or 50% of the membership (should this be
less).
8.6.2. Voting:
8.6.2.1. Only members with voting rights may vote. This may be by show
of hands or by ballot, at the discretion of the Convener.
8.6.2.2. In the case of equality of votes, the Convener shall have a
second or casting vote.
8.7. Minutes:
Approved by STAR Committee at its inaugural meeting on the []
8.7.1. The Management Committee shall ensure that minutes are kept of all
general meetings a note of those present those attending and a record of
all proceedings, resolutions and decisions.
8.8. Notice of Business:
8.8.1. Notice of Motions/Business for a general meeting must be received by
the Secretary 21 days in advance of the meeting
9. Finance
9.1. All surplus income or profits are to be re-invested in the association. No
Surpluses or assets will be distributed to members or third parties.
9.1.1. The preceding provision shall not, however, prevent the payment in good
faith of reasonable and proper remuneration to any employee of the
Association and fees to professional and technical advisers or the
repayment to members of the Management Committee or of any
committee or sub-committee. Nor shall this prevent the association from
donating to charities or Community Amateur Sports Clubs,
9.2. The Treasurer shall ensure that proper accounting records are kept and shall
prepare proper accounts annually and at such other intervals as the
Management Committee may direct.
9.3. The financial year will normally be from [ ] the
following year.
9.4. At the General Meeting in each year there shall be appointed a qualified
independent accountant whose duty it shall be to certify the accounts of the
Club for the then current year. A copy of the certified accounts shall be sent to
members with the notice calling the AGM. In the event of the person appointed
as independent accountant being unable or unwilling to act, the Committee shall
appoint substitutes.
9.5. A bank account shall be opened in the name of the Association with such banks
and/or building societies, as the management committee shall from time to time
decide.
9.6. The Management Committee shall authorise in writing 4 members of the
committee (one of whom shall be the treasurer) to sign cheques on behalf of
the Association. All cheques must be signed by not less than 2 of the 4
signatories.
10. Property and Contracts
10.1. All contracts and other deeds or writings approved of by the Committee
shall be sufficiently executed on behalf of the Club if signed by any two Officers.
10.2. The Property (excepting heritable property which shall be dealt with as
hereinafter provided) monies and effects of the Club shall, after providing for all
the debts and obligations of the Club belong to the members equally during
membership, but the right and interest of every member in the net assets shall
be personal and limited to himself and shall expire with his membership and
shall not be assignable or arrestable or passed to his executors.
10.3. All heritable property belonging to the Club shall be vested in the
Officers of the association for the time being as Trustees on behalf of the
Approved by STAR Committee at its inaugural meeting on the 6th March 2008 6
Association, and shall be subject to the disposition of the ordinary members in
General Meeting, the written order of which signed by the Chairman and the
Honorary Secretary shall be obligatory on and shall indemnity the Trustees for
any sale, purchase, investment or other act done by them in pursuance of such
order..
11. Alterations to the Constitution
11.1. Any resolution to alter this constitution must follow the timescale
submission under Clause 8.8 and be signed by at least 5 voting members.
11.2. Approval of such changes requires the consent of 2/3 of the voting
members present.
11.3. Proposed alterations to this constitution shall be notified to the Inland
Revenue to ascertain whether or not such proposed alterations will affect the
Community Amateur Sports Club status and in the event that such changes do
affect said status, they will be rejected.
12. Dissolution
12.1. In the event of dissolution, any assets of the association which remain
after all debts and liabilities have been satisfied, shall not be paid to or
distributed among the Club’s members, but shall be given or transferred to; a
charitable organisation, a Community Amateur Sports Club or to the Royal
Yachting Association (Romania).
12.1.1. Any surplus assets transferred to another body are to be applied to
approved sporting or charitable purposes as defined within the Romanian
legislation.
12.1.2. Such distribution to be decided by the members at or before the time of
dissolution.
12.2. An unspent portion of a grant may be repaid on dissolution where it is
made a contractual condition of that grant.
