Constitution

Constitution

Bye-Laws

Memorandum & Articles of Association

 

Constitution

Last amended August 2014

Article 1. TITLE

The Club shall be called the “Castlereagh Sub-Aqua Club”, hereafter referred to as “The Club“.

 Article 2. AFFILIATIONS

The Club shall be :-  (a) A Branch of the British Sub-Aqua Club, (BSAC),

                                    (b) A Company Limited by Guarantee registered in N.I.

Article 3. AIMS

The promotion, pursuit and provision of facilities for Sport Diving in accordance with the BSAC, together with related social activities.

Article 4. CLUB ADDRESS

The Club address shall normally be that of the Secretary, unless decided otherwise by a General Meeting, or in emergency situations, by the Committee.

Article5. CLUBHOUSE

The Committee shall maintain a Clubhouse, or appoint another meeting place for the convenience of Members, subject to ratification at a General Meeting.

Article6. MEMBERSHIP CATEGORIES

Application for Membership shall be open to anyone regardless of their age, sex, race, religion or disability, provided (a) they pass a Diving Medical as specified by the BSAC, (b) their admission does not contravene the Regulations as contained in our Memorandum & Articles of Association as a Company Limited by Guarantee, and (c) their application has the approval of the Committee

It is a condition of Membership that each Member agrees to adhere to the Child Protection, Drug Abuse, and Equality policies as laid down by the BSAC and with those principles as contained in the Sport’s Council for N.I. guide “Code of Ethics and Good Practice for Children’s Sport in Ireland”.

Membership shall be of seven classes:- Full, Dual, Associate, Family, Life Member, Honorary and Trainee.

Fees comprise of – The Club levy, and the BSAC levy.

(a) Full Member.

A person, over 18 years of age, who has paid The Club’s Full Member levy and the BSAC Full Member levy.

Full Members who subsequently become either full time students, retired and in receipt of a pension, unemployed and signing on, or registered as disabled at the time of renewal shall pay 50% of The Club’s Full Member levy, plus the BSAC Full Member levy.

(Note: Any Member who regains full employment shall be immediately liable to pay the difference in their Club levy, pro rata. Full Members wishing to make use of The Club’s Nitrox or Tri-Mix facility will be liable to an additional fee as laid down in the Technical Section Guidelines.)

(b) Dual Member.

A person, over 18 years of age, who is already a Full Member of another BSAC Branch, and who has paid The Club’s Full Member levy.

(Note: Entitlement, reductions and additional fees for Nitrox or Tri-Mix shall be as that for Full Member after their first year.)

(c) Associate Member.

A Full Member of The Club for at least one calendar year, who has attained the “Sport Diver” Class, and who has retired from diving, shall pay 50% of The Club’s Full Member levy, plus the BSAC Associate Membership Fee. The Member shall NOT be entitled to take part in ANY activity which involves the use of a breathing set either WITHIN, or OUTSIDE The Club.

(Note: Any Member who partakes in diving in this category shall be immediately liable to upgrade to Full Member by paying the difference in The Club levy, for the full year, plus any appropriate BSAC fees.)

(d) Family Member.(Abated)

Family of a Full Member (spouse, & children under 18) who wish to dive, shall pay 50% of The Club’s Full Member levy, plus the appropriate BSAC fee. In the case of a trainee, they will pay 50%of the training levy and the appropriate BSAC fee. Children will be the responsibility of the Full Member above and below the water, and of an age as defined by the BSAC. Family Membership will run concurrently with that of the Full Member.

(Note: Additional fees for Nitrox or Tri-Mix shall be as that for Full Member)

(e) Life Member of Castlereagh S-A.C.

A Full Member of The Club for at least 3 calendar years, and who has attained the “Sport Diver” Class. Life Membership shall be at the discretion of the Committee, and the fee will be based on a one-off payment of 10 times the current Club’s Full Member levy, and in addition, the BSAC Full Member fee shall be levied annually on those Life Members who have NOT retired from active diving.

(Note: Additional fees for Nitrox or Tri-Mix shall be as that for Full Member)

(f) Honorary Member.

A person who by virtue of their experience and achievements might contribute or have contributed, significantly to the aims of The Club, or, a Member of The Club who has attained the class of “Sports Diver”, and whose membership has totalled 25 years.

The Club shall waive The Club levy, but, the Member shall pay the appropriate levy in respect to the BSAC (if any).

(Note: Additional fees for Nitrox or Tri-Mix shall be as that for Full Member)

(g) Trainee Member.

A person, over 18 years of age, and who has to undergo basic training, and who has paid The Club’s Full Trainee Member levy and the BSAC New Full Member levy. Trainees may pay their subscription in two equal payments, the first on joining, and the second at a date set by the Committee.

Note:-

The term “retired” means TOTAL abstinence from diving.

A Member shall retain his/her Membership until they either (a) have resigned in writing, (b) had their Membership terminated as a result of a disciplinary hearing, or (c) deemed to have resigned if their subscription is 30 days overdue.

Where a former Member wishes to rejoin The Club, a 20% charge shall be added to The Club’s levy, plus the BSAC re-joining fee, if applicable.

 

Article7. COMMITTEE

Committee Members may be drawn from all categories of Membership, and shall normally meet once a month.

 The Committee shall consist of 14 Members :- (a) Chairperson, (b) Diving Officer, (c) Training Officer, (d) Assistant Training Officer, (e) Treasurer, (f) Secretary, (g) Equipment Officer, (h) Engineer (Boats), (i) Assistant Engineer (Boats), (j) Engineer (Compressors), (k) Club Steward, (l) Assistant Club Steward, (m) Membership Secretary, (n) Fund Raising & Social Secretary,

(o) Child Welfare Officer, of which at least one of whom has not previously served on the Committee, and one of whom is a member of the Technical Section.

The duties of the designated posts (a), (b), (e), (f) and (o) are as defined in the BSAC Branch Officers Handbook, and additionally in the case of (o) as defined in the “Code of Ethics and Good Practice for Children’s Sport in Ireland”, and as defined in the Club’s ”Policy on the Welfare of Vulnerable People in Scuba diving and Snorkelling”.

 A Committee Meeting shall be convened by the Chairperson at a time and venue agreed to by the majority of the Committee.                  

 A Quorum shall consist of 8 Committee Members, and once formed shall not be lost despite the departure of a Member from the Meeting.

 Decisions about any sale or purchase of Club assets must be ratified by a minimum of a full Quorum.

 In the case of any matter securing an equal number of votes, for and against, (the Chairperson having had an opportunity to vote) the Chairperson shall have a casting vote.

 No Member shall be entitled to vote on a matter in which he/she has a personal vested interest.

The Committee may not authorise the purchase of items, (or sale of assets), on behalf of The Club, valued at, or more than, the 2013 figure of £6,631, (+ 5% per year thereafter), without notifying the Membership 14 days in advance in writing.

 Committee members who have not attended 3 or more meetings in a row, will have been deemed to have resigned from the Committee, except in exceptional circumstances accepted by the Committee.

 In the event of a vacancy occurring on the Committee owing to the written resignation of a Member, or any other cause, the Committee shall have the power to co-opt to that Office or vacancy, any eligible Club Member.

 Records Officer and Medical Officer are honorary positions and not Committee Posts. Appointment to these Posts will be decided by the Committee.

 

Article8. THE ANNUAL GENERAL MEETING

The A.G.M. will normally be held in August. The Annual Report & Accounts will cover the period 1st July to 30th June.

Fourteen days notice shall be given to all Members by the posting of a Notice on The Club notice-board, and by mail or email, as agreed at the 2013 AGM.

A Quorum shall consist of 30% of The Club Members, and once formed shall not be lost despite the departure of any Members from the Meeting, up to a maximum of 50% of the original number attending.

All categories of Membership shall be entitled to vote.

 A Motion will be considered carried in the event of a majority of those present voting in favour of that Motion, except for amendments to the Constitution, which will require a two-thirds majority.

Election of Committee:-

Nominations for all posts on the Committee shall be made verbally at the Meeting, or in the case of the unavoidable absence of a Nominee or Proposer, a written nomination, together with the consent of the Nominee, must be presented to the Chairperson before the Meeting.

No individual shall hold the same post for longer than three years, unless under exceptional circumstances. (3 Year Rule).              

 If a Nominee stands unopposed, he shall be deemed to have been elected subject to the 3 Year Rule.

 With a contested election, voting will be by Secret Ballot.

 In the event of a tie, the Chairperson will have a casting vote.

 The newly elected Committee shall assume its duties at the end of the Meeting.

 A.G.M. Business:-

Notice of all business, including proposed amendments to the Constitution, must be given to the Secretary by the 15th July.

 The Club Subscriptions will normally be agreed at this Meeting.

 Voting will be by a show of hands.

 Any decision taken will come into effect at the end of the Meeting.

 Article9. EXTRAORDINARY GENERAL MEETINGS

These may be called at any time either by the Committee, or by a Member with the signatures of at least 50% of The Club Members. In the latter case the Secretary must be informed in writing, and the Committee must then convene a Meeting within two months, giving not less than 14 days notice to all Members, together with a statement of the reason for the Meeting.

 A Quorum shall consist of 30% of The Club Members, and once formed shall not be lost despite the departure of any Members from the Meeting, up to a maximum of 50% of the original number attending.

 Voting will be as for the A.G.M., except that, to be carried, any Motion will require at least a two-thirds majority, and will come into effect at the end of the Meeting.

 Article10. DISCIPLINE

The Committee may discipline any Member whose conduct is considered not in the best interests of The Club and its Members. After giving the Member the right to be heard, any action taken must have the agreement of at least two-thirds of the Committee Members present. If an offence is serious enough to warrant expulsion, after giving the Member the right to be heard, the decision to expel must have the agreement of at least 10 Committee Members.

 Article11. DISSOLUTION

The Club may not be dissolved except as a result of a vote at a General Meeting called for that purpose, notice of which must be circulated by mail to all Members not less than 14 days before the date of the Meeting.

 A proposal to dissolve The Club must receive a two-thirds majority.

 If dissolution is decided, the Committee must proceed without delay to realise the property of The Club and to discharge The Club’s outstanding liabilities to the satisfaction of the Trustees or their appointed legal representatives.

 Any net assets remaining thereafter shall be evenly distributed amongst those Members who were fully paid up on the date of the Meeting when the vote was taken to dissolve The Club, or in such fashion as was decided by those attending the Meeting.

 

Bye-Laws

 As approved August 2014

 These Bye-Laws are in addition to the rules laid down in the Club Constitution and are binding on all classes of Member.

  Club Equipment

  • No item of Club Equipment may be used without the Officer responsible being informed, and only if it is for the benefit of Club Members.
  • Any Club Equipment used must be left back as soon as possible and in a suitable condition ready for general use.
  • Any damage/faults should be reported immediately to the Officer responsible.

 Club Trips

  • The Diving Officer must be made aware of all organised Club Trips taking place.
  • The minimum diving grade should be clearly displayed on the notice where applicable.
  • If the use of Club Equipment is required, a request for such should be made to the Diving Officer, or to the Committee.
  • Club organised trips will usually have preference on Club Equipment over those which are privately organised.

Dual Members

  • Dual Members may not use Club Equipment for the benefit of non-club members.

 Nitrox

  • Only those Members who hold a Basic Nitrox Certificate, or above, may apply for Nitrox User Membership.
  • Blending can only be carried out by a qualified Blender.
  • Nitrox Users will have to sign an acceptance slip after they have analysed their own cylinder.
  • Once signed for, neither the Blender, or the Club, will accept any responsibility for the fill.

 Mixed Gas

  • Only those Members who hold a Mixed Gas Certificate, or above, may apply for Mixed Gas User Membership.
  • Blending can only be carried out by a qualified Blender.
  • Mixed Gas Users will have to sign an acceptance slip after they have analysed their own cylinder.
  • Once signed for, neither the Blender, or the Club, will accept any responsibility for the fill.

 Air & Gas

  • The facilities provided by the Club for the supply of Compressed Air, Nitrox and Tri-Mix are for the express benefit of Club Members only.

Expenses

  • Expenses e.g. boat or compressor fuel, will normally only be re-funded on production of a receipt.

 Keys

  • The issue of a Compressor Room key code is free to every Member on completion of a briefing by a qualified Committee Member.
  •  Any keys remain the property of the Club and must be returned on termination of Club membership.

 

 

 

 

Memorandum & Articles of Association

Castlereagh Sub Aqua Club

Company No. N.I.44873

(Formed December 2002)

THE COMPANIES (NORTHERN IRELAND) ORDER 1986 to 1990

A COMPANY LIMITED BY GUARANTEE

THE COMPANIES (NORTHERN IRELAND) ORDERS 1968 to 1990

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF Castlereagh Sub Aqua Club

1. The Company’s name is:- Castlereagh Sub Aqua Club.

2. The Company’s registered office is to be situated in Northern Ireland.

3. The Company is established to: A Promote, pursue and provision of facilities for Sport Diving in accordance with the British Sub Aqua Club (BSAC), together with related social services.

4. In furtherance of such objects, but not further or otherwise, the Company may:

(a) provide and equip premises and centres required for the purposes of the Company.

(b) organise, sponsor and conduct (whether alone or with others) educational and training courses and meetings, conferences and exhibitions, lectures and classes.

(c) publish and distribute materials relating to the work of the Company, including recordings, tapes, videos and other information. D/ employ all such officers and servants as may be required from time to time.

(e) receive and administer and allocate grants and gifts made available to the Company for its aforesaid objects (and whether or not such grants or gifts are made from such public funds or otherwise) under the terms and conditions attached to such grants and gifts.

(f) collect, co-ordinate and make available (by publication or any form of communication) information relative to the activities of the Company.

(g) act as trustees and to undertake or accept any such specific tasks or responsibilities (including advisory functions) where the same will advance the aforesaid objects.

(h) purchase, take on lease, in fee farm or in exchange, hire or otherwise acquire in any manner, any real or personal property and any rights or privileges necessary or convenient for the promotion of the objects of the Company.

(i) invest the monies of the Company not immediately required for its purpose in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject as hereinafter provided.

(j) borrow or raise money in such a manner and upon such terms as the Company shall think fit and in particular upon the security by way of mortgage, charge, debenture or otherwise howsoever on all or any part of the property of the Company.

(k) subject to any consents required by law to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Company.

(l) transfer (whether or not for valuable consideration) any part of the property or assets of the Company not required for the purpose for which it is formed to any charitable body or a charitable purpose having similar objects to those of the Company provided that such body is not carrying on business for profit or gain and does not distribute its income or property by way of dividend, bonus or otherwise amongst members.

(m) federate or amalgamate with, or become affiliated to, any charitable body whose objects are similar to or complement in any way the objects of the Company and to acquire and undertake all or any part of the assets, liabilities and engagements of any such body which the Company may lawfully acquire.

(n) do all or any of the above things as principals, agents, trustees or otherwise and by or through trustees, agents or otherwise.

(o) raise funds for the objects of the Company by public subscription and appeals provided the Company shall not undertake any form of permanent trading.

(p) construct, maintain and alter any buildings or erections, works, way, plant and machinery, easements, rights, privileges, concessions, patent rights, licences, secret processes or property of any kind necessary which may be necessary for the promotion of its objects.

(q) promote and organise co-operation in the achievement of the objects and to that end, to work with associations engaged in the furtherance of the above objects in the area of benefit.

(r) relieve poverty, sickness and assist the aged, disabled, disadvantaged without distinction of age, sex, race, political, religious or other opinion, and to associate with statutory authorities, voluntary organisations and inhabitants in a common effort to advance education, and to provide facilities in the interests of social welfare for recreation or other leisure-time occupation.

(s) establish or support any charitable trusts, associations or institutions formed for all or any of the above objects.

(t) do all such other lawful things necessary for the attainment of the above objects.

(u) apply monies in insuring any buildings or other property or any other insurance requirements to their full value.

(v) Provided that:

(a) In case the Company shall take or hold any property which may be subject to any trusts, the Company shall deal with or invest the same in such manner as allowed by law, having regard to such trusts.

(b) The Company shall not support with its funds any object, or endeavour to impose or procure to be observed by its members or others, any regulation, restriction or condition which if an object of the Company would make it a Trade Union.

(c) And throughout this Clause the word ‘body’ includes any association, institution or aggregate of persons, whether incorporated or unincorporated.

5. The income and property of the Company shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise howsoever by profit, to members of the Company and no Director shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Company provided that nothing herein shall prevent any payment in good faith by the Company.

(1) of the usual professional charges for business done by any trustee who is a solicitor, accountant or other person engaged in a profession, or by any partner of his or hers, when instructed by the charity to act in a professional capacity on its behalf; Provided that at no time shall a majority of the trustees benefit under this provision and that a trustee shall withdraw from any meeting at which his or her appointment or remuneration, or that of his or her partner, is under discussion;

(2) Of reasonable and proper remuneration for any services rendered to the Company by any member, officer or servant of the Company who is not a trustee;

(3) of interest on money lent by any member of the Company or trustee at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the trustees;

(4) of fees, remuneration or other benefit in money or money’s worth to any company of which a trustee may also be a member holding not more than 1/100th part of the issued capital of that company;

(5) of reasonable and proper rent for premises demised or let by any member of the company or trustee.

(6) to any trustee of reasonable out-of-pocket expenses.

6. The liability of the members is limited.

7. Every member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up while they are a member or within one year after they cease to be a member for the payment of the debts and liabilities of the Company contracted before they cease to be a member, and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories against themselves, such amount as may be required not exceeding £1.00.

8. In the event of winding up or dissolution the Liquidator shall first, according to law, use the assets of the Company to satisfy its debts and liabilities. Any balance of assets remaining will be transferred in accordance with the constitution of Castlereagh Sub Aqua Club.

 

THE COMPANIES (NORTHERN IRELAND) ORDERS 1968 to 1990

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF Castlereagh Sub Aqua Club

INTERPRETATIONS

1. In these articles:-

“The Order” means the Companies (Northern Ireland) Order 1986;

“clear days” in relation to the period of notice means that period excluding the day when notice is given or deemed to be given;

“Secretary” means any person appointed to perform the duties of the Secretary of the Company;

“the United Kingdom” means Great Britain and Northern Ireland.

Expressions referring to writing shall, unless the contrary intention appears be construed as including references to printing, lithography, photography, electrostatic processes, and other modes of representing or reproducing words in a visible form. Unless the contrary intention appears, words or expressions contained in these articles shall bear the same meaning as in the Order or any statutory modification thereof in force at the time at which these articles become binding on the Company.

The Memorandum and Articles of Association must be read in association with the constitution of the Castlereagh Sub Aqua Club.

MEMBERSHIP

2. Membership of the Company shall be open to all persons who have been accepted by the organisation on the basis of a simple majority vote of the vetting committee; who have paid the appropriate fees; and who have agreed to abide by the aims and objectives of the organisation unless otherwise determined by the Company in General Meeting. The number of members shall not be less than two.

(a) It is a condition of membership that each member agrees to adhere to the Child Protection, and Drug Abuse, policies as laid down by the BSAC, and with those principles as contained in the Sport’s Council for N.I. guide “Code of Ethics and Good Practice for Children’s Sport in Ireland”.

(b) Full Member

A person, over 18 years of age, who has paid The Club’s Full Member levy and the BSAC Full Member levy. Full Members who subsequently become either full time students, retired and in receipt of a pension, unemployed and signing on, or registered as disabled at the time of renewal shall pay 50% of The Club’s Full Member levy, plus the BSAC Full Member levy. (Note: Any Member who regains full employment shall be immediately liable to pay the difference in their Club levy, pro rata. Full Members wishing to make use of The Club’s Nitrox or Tri-Mix facility will be liable to an additional fee as laid down in the Technical Section Guidelines.)

(c) Dual Member

A person, over 18 years of age, who is already a Full Member of another BSAC Branch, and who has paid The Club’s Full Member levy. (Note: Entitlement, reductions and additional fees for Nitrox or Tri-Mix shall be as that for Full Member after their first year.)

(d) Associate Member

A Full Member of The Club for at least one calendar year, who has attained the “Sport Diver” Class, and who has retired from diving, shall pay 50% of The Club’s Full Member levy, plus the BSAC Associate Membership Fee. The Member shall NOT be entitled to take part in ANY activity which involves the use of a breathing set either WITHIN, or OUTSIDE The Club. (Note: Any Member who partakes in diving in this category shall be immediately liable to upgrade to Full Member by paying the difference in The Club levy, for the full year, plus any appropriate BSAC fees.)

(e) Family Member (Abated)

Family of a Full Member (spouse, & children under 18) who wish to dive, shall pay 50% of The Club’s Full Member levy, plus the appropriate BSAC fee. Children will be the responsibility of the Full Member above and below the water, and of an age as defined by the BSAC. Family Membership will run concurrently with that of the Full Member. (Note: Additional fees for Nitrox or Tri-Mix shall be as that for Full Member.)

(f) Life Member of Castlereagh S.A.C.

A Full Member of The Club for at least 3 calendar years, and who has attained the “Sport Diver” Class. Life Membership shall be at the discretion of the Committee, and the fee will be based on a one-off payment of 5 times the current Club’s Full Member levy, and in addition, the BSAC Full Member fee shall be levied annually on those Life Members who have NOT retired from active diving. (Note: Additional fees for Nitrox or Tri-Mix shall be as that for Full Member.)

(g) Honorary Member

A person who by virtue of their experience and achievements might contribute or have contributed, significantly to the aims of The Club, or, a Member of The Club who has attained the class of “Sports Diver”, and whose membership has totalled 25 years. The Club shall waive The Club levy, but, the Member shall pay the appropriate levy in respect to the BSAC (if any). (Note: Additional fees for Nitrox or Tri-Mix shall be as that for Full Member.)

(h) Trainee Member

A person, over 18 years of age, and who has to undergo basic training, and who has paid The Club’s Full Member levy plus up to 75%, and the BSAC New Full Member levy. Trainees may pay their subscription in two equal payments, the first on joining, and the second at a date set by the Committee.

Note:

The term “retired” means TOTAL abstinence from diving.

3. The Provision of Article 360 of the Order shall be observed by the Company and every member shall either sign a written consent to become a member or sign a Register of Members on becoming a member.

4. Membership fees

(a) The fees will be agreed by the membership at the AGM by simple majority vote.

(i) Fee comprises of – The Club levy, and the BSAC levy.

(ii) Where a former Member wishes to rejoin The Club, a 20% charge shall be added to The Club’s levy, plus the BSAC re-joining fee, if applicable.

(b) The Members shall have the power to set different membership fees for Full, Associate, and Junior Members, and to create special concessionary rates for students, senior citizens, disabled and unemployed.

RESIGNATION/EXPULSION OF MEMBERS

5. A member shall cease to be a member if:-

(a) Such member ceases to fulfil any of the qualifications specified in these articles; or;

(b) A member shall retain his/her membership until they either (a) have resigned in writing, (b) had their membership terminated as a result of a disciplinary hearing, or (c) deemed to have resigned if their subscription is 30 days overdue.

(c) The Directors shall have the power to remove from membership any person who commits an offence considered serious enough to warrant such removal. Such action or other disciplinary procedure against members shall only be taken at a duly convened meeting of the Company, before whom the alleged offender shall be entitled to appear.

(d) A member may at any time withdraw from the Company by giving at least seven clear day’s notice to the Company. Membership shall not be transferable and shall cease on death.

(e) Resignations from the Company can only be accepted upon written notice being sent to the Secretary, giving at least seven clear day’s notice.

MEETINGS

6. Annual general meetings shall provide for the following:-

(a) The Company shall hold its first Annual General Meeting within fifteen months of its incorporation. Thereafter, the Annual General Meeting shall be held within fifteen months of the previous annual general meeting. All general meetings other than annual general meetings shall be called extraordinary general meetings.

(b) The Annual General Meeting will also consider, and if approved, sanction, any duly made alterations in the constitution of the Company.

(c) The Annual General Meeting shall also be used for the election of the Directors and its Officers for the coming year.

(d) The Annual General Meeting shall also consider any other business that the Directors desire to bring before the Company, and/or any matter raised by the Directors present at the meeting.

(1) The Directors shall meet for the conduct of business, as they shall see fit, but in any event shall hold not less than ten General Meetings each year.

(e) The apportionment of any income in conjunction with clause 36.

(f) The appointment and the fixing of the remuneration of the Auditor or Auditors.

(g) All other business transacted at an Annual General Meeting shall be deemed special.

(h) Decisions at Annual General Meetings, Extraordinary Meetings and General Meetings shall be made by passing resolutions.

(1) Decisions involving an alteration of the Memorandum and Articles of Association of the Company and other decisions so required by statute shall be made by special resolution. A special resolution is one passed by a majority of not less than two-thirds of members present and voting at a General Meeting.

(2) All other decisions shall be made by ordinary resolution requiring a simple majority of members present and voting.

7. Extraordinary General Meetings

(a) An Extraordinary General Meeting may be convened by a Director as often as is deemed necessary, or by the Secretary at any time, when in receipt of a written request signed by not less than fifty per-cent of the members.

(b) An Extraordinary General Meeting shall have the same powers as an Annual General Meeting in regard to the stated business.

(c) In the case of an annual general meeting, by all the members entitled to attend and vote thereat; and

(d) In the case of any other meeting by a majority in number of the members having a right to attend.

8. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of forty-eight hours after the envelope containing it was posted.

9. The accidental omission to give notice of a meeting to, or the non-receipt of the notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

10. Procedures at General Meetings

At all General Meetings of the Company, the Chairman, or in his/her absence an acting Chairman shall take the chair.

(a) Every Director/member present and entitled to vote shall have one vote upon every motion, and in the case of equality of votes the Chair shall have a second, casting vote.

(b) A Quorum shall consist of 30% of the Club Members, and once formed shall not be lost despite the departure of any members from the Meeting, up to a maximum of 50% of the original number attending.

11. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such a day, time and place as the Directors may determine.

12. If at any meeting no Director is willing to act as Chairperson or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present shall choose one of their number to be Chairperson of the meeting.

(a) The Chairperson, if any, of the Directors shall preside as Chairperson at every General Meeting of the Company, or if there is no such Chairperson, or ii he or she is not present within fifteen minutes after the appointed time for the holding of the meeting or is unwilling to act, the Directors present shall elect one of their number to be chairperson of the meeting.

13. A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Order, a poll may be demanded:

(a) by the chairperson;

(b) not less than fifty per cent of the members attending the meeting and entitled to vote;

(c) On a poll every member present in person shall have one vote.

14. Votes may only be given personally and no Director/Member shall have more than one vote. In case of an equality of votes the Chairperson shall have a second or casting vote.

OFFICIAL SEAL

15. The Company may have an official seal for use under the provisions of the Order, where and as the Directors shall determine, and the Company may by writing under the common seal appoint any agents or agent, for the purpose of affixing and using such official seal, and may impose such restrictions on the use thereof as may be thought fit.

NOTICES

16. An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty-one clear day’s notice in writing. An Extraordinary General Meeting shall be called by at least fourteen clear day’s notice in writing. The notice shall specify the time and place of the meeting and include the Agenda of the business to be transacted and in the case of an Annual General Meeting shall specify the meeting as such. General meetings may be called by shorter notice if so agreed.

(a) The Directors may call general meetings and, on the requisition of members pursuant to the provisions of the Order, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member of the Company may call a general meeting.

DIRECTORS

17. At the first annual general meeting all the Directors shall retire from office, and at every subsequent annual general meeting one third of the Directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office; but, if there is only one Director who is subject to retirement by rotation, he shall retire. No Director shall serve as such for longer than three years, unless under exceptional circumstances. (3 year Rule.)

(a) Unless otherwise determined by the Company in General Meeting the number of Directors aged between eighteen years and over shall not be subject to a maximum but shall not be less than two.

(b) The initial Director from incorporation until the first General Meeting shall be determined in writing by the subscribers of the Memorandum of Association.

18. A Director shall, subject to clause 19 below, hold office until the next Annual General Meeting following his/her appointment. A retiring Director shall be eligible for re-election.

19. The Directors shall have the power at any time and from time to time to appoint any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until the next following Annual General Meeting and shall then be eligible for re-election.

(a) The Directors may appoint such sub committees, advisory groups or working parties of its own members and other persons as it may from time to time decide as necessary for the carrying out of its work, and may determine their terms of reference, duration and composition. All such sub-committees, groups and working parties shall report regularly to the Directors.

(a)(i) The Directors shall consist of 14 Members: – (a) Chairperson, (b) Diving Officer, (c) Training Officer, (d) Treasurer, (e) Secretary, (f) Equipment Officer, (g) Engineer (Boats), (h) Engineer (Compressors), (i) Club Steward, (j) Representative to NIFSAC, (k) Membership Secretary, (l) Child Welfare Officer, (m) two Directors at least one of whom has not previously served as a Director, and one of whom is a member of the Technical Section.

The duties of the designated posts (a), (b), (d) and (e) are as defined in the BSAC Branch Officers Handbook, and additionally in the case of (l) as defined in the “Code of Ethics and Good Practice for Children’s Sport in Ireland”.

(b) The quorum at a meeting of the Committee shall be eight members of the Committee or such other number as the Committee may determine from time to time.

DISQUALIFICATION AND REMOVAL OF DIRECTOR

20. The Office of a Director shall be vacated if:

(a) He/she resigns his/her office in writing to the Directors;

(b) He/she fails to declare his/her interest in any contract as referred to in clause 30(a);

(c) He/she is absent from three successive meetings of the Directors without the permission of the Directors and the Directors resolve by a majority that the office is to be vacated;

(d) He/she becomes bankrupt or makes any arrangements or composition with his/her creditors generally;

(e) He/she may be, suffering from mental disorder and either:

(1) He/she is detained for treatment within the meaning of Article 12(5) of Mental Health (Northern Ireland) Order 1986 or;

(2) An order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere), in matters concerning mental disorder for his/her detention or for the appointment of a controller, receiver, curator bonis or other person to exercise powers with respect to his/her property.

(3) He/she is removed from office by resolution of the Company in General Meeting in accordance with Article 311 of the Order.

REMUNERATION

21. The Directors shall not be entitled to any remuneration from the Company.

(a) The Directors may as required from time to time engage staff on a temporary or full time basis and set remuneration accordingly.

DIRECTORS EXPENSES

22. The Directors may be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors, Committees of Directors or General Meetings or otherwise in connection with the discharge of their duties.

DUTIES AND RESPONSIBILITIES OF THE DIRECTORS

23. The business of the Company shall be managed by the Directors who may authorise the Company to pay all expenses of the formation of the Company as they think fit and may exercise all such powers of the Company and do all such acts on behalf of the Company as may be exercised and done by the Company.

24. No regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid had that regulation not been made.

25. All cheques, promissory notes, drafts, bills of exchange, any other negotiable instruments and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall from time to time by resolution determine.

26. Without prejudice to its general powers the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking and property or any part thereof and to issue debentures or other securities whether outright or as security for any debt, liability or obligation of the Company or any third party.

27. The rate of interest on money borrowed, except by way of a loan, overdraft or mortgage from a Bank, Building Society, or District Council, shall not exceed 2 or 3 per cent above the base rate of the Company’s bank, whichever is the higher.

28. The Directors shall cause the Minutes to be made in Books provided for the purpose:-

(a) of all appointments of Officers made by the Directors;

(b) of all the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

(c) of all resolutions and proceedings at all meetings of the Company, all meetings of the Directors, all meetings of the committees of Directors and all other Committee/Member Meetings.

PROCEEDINGS OF THE DIRECTORS

29. If the Directors shall at any time be reduced in number to less than the minimum prescribed in these articles, they may act as Directors for the purpose of filling vacancies in their body or summoning a General Meeting of the Company but for no other purpose.

30. The Directors may elect a Chairperson of their meeting and determine the period for which he or she is to hold office; but if no such chairperson is elected, or if at any meeting the Chairperson is not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairperson of the meeting.

(a) A Director shall not vote in respect of any contract in which he/she is directly or indirectly interested or any matter arising there from and if he/she does vote his/her vote shall not be counted.

(b) A Director may and the Secretary shall on the requisition of a Director summon a meeting of the Directors at any reasonable time.

SECRETARY

31. Subject to the provision of the Order, the Secretary shall be appointed or removed by the Directors.

32. Anything which has to be done by or to a Director and the Secretary shall not be done by one person acting in both capacities.

COMPANY ASSETS AND ACCOUNTS

33. Company assets

(a) The assets and finances of the Company shall be used solely to further the aims and objectives of the Company.

(b) Any net assets remaining thereafter shall be evenly distributed amongst those members who were fully paid up on the date of the Meeting when the vote was taken to dissolve The Club, or in such fashion as was decided by those attending the meeting.

34. The Directors shall cause proper accounting records to be kept in occurrence with the provision of the Order with respect to:-

(a) All sums of money received and expended by the Company and all matters in respect of which the receipt and expenditure take place.

(b) All sales and purchases of goods by the Company.

(c) The assets and liabilities of the Company.

(d) The Directors shall open a bank account in the name of the Company and shall specify those Directors (being not less than two Directors of the Company) authorised to sign cheques on behalf of the Company.

35. The accounting records shall be kept at the registered office of the Company or subject to Articles 230(1) and (2) of the Order at such other places as the Directors think fit, and shall always be open to the inspection of all officers of the Company during their working hours and by such other persons authorised by the Company in General Meeting.

(a) Proper accounting records shall be deemed to be kept if they give a true and fair record of the state of the Company’s affairs and explain its transactions.

AUDIT

36. A copy of every balance sheet (including every document required by law to be annexed thereto which is to be laid before the Company in a General Meeting together with a copy of the Auditor’s report, shall not less than twenty-one clear days before the date of the meeting be sent or delivered to every member, the Auditors and every holder of loan stock or debentures of the Company, provided that this article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware or to more than one of the joint holders of any debenture.

37. Auditors shall be appointed and their duties regulated in accordance with the provision of the Order.

INCOME OF THE COMPANY

38. The net income of the Company shall be applied as follows, in such a manner as the members in General Meeting shall decide from time to time:-

(a) Firstly, to a general reserve for the continuation and development of the business.

(b) Secondly, to any other recognised Charity or Charities whose aims are similar.

DISSOLUTION

39. (a) A resolution to dissolve the Company shall be passed only at a General Meeting specially summoned for such a purpose.

39. (b) A resolution to dissolve the Company will only be deemed to be passed if supported by no less than sixty six per-cent of those present and entitled to vote.

40. Clause 8 of the Memorandum of Association relating to the winding up and dissolution of the Company shall have effect as if the provisions thereof were repeated in these articles.