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The Companies Act 1985 and 1989

MEMORANDUM AND ARTICLES OF ASSOCIATION OF MIDLAND SAILING CLUB

A COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL

Edited 5/5/2020 

The Companies Act 1985 and 1989

Terms used in the Memorandum, of Association and  Articles of Association of Midland Sailing Club

A COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL

In these presents the words standing in the first column of the Table next hereafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context 

WORDS MEANINGS 

The Act The Companies Act 1985 and every statutory modification  and re-enactment thereof for the time being in force. 

The Articles These Articles of Association, and the regulations of the  Club from time to time in force. 

The Club The above-named Company. 

The Committee of  Management The Board of Directors for the time being of the Club. 

The Office The registered office of the Club. 

The United Kingdom Great Britain and Northern Ireland. 

Month Calendar month. 

Clear days In relation to a period of notice means that period  excluding the day when the notice is given or deemed to have been given and the day for which it is given or on which it is to take effect.

In writing Written, printed or lithographed, or partly one and partly  another, and other modes of representing or producing words in a visible form. 

Honorary Secretary The general secretary of the Club for all matters excepting  those which are properly the responsibility of the Company Secretary. 

Company Secretary The Company Secretary for the time being of the Club. 

Members Those persons who have been admitted to any category of  membership of the Club. 

Full members Those Members who are entitled to vote at General  Meetings of the Club. 

Associate members Those Members who are not entitled to vote at General  Meetings of the Club. 

Annual General Meeting The annual general meeting of Full Members of the Club  at which audited accounts of the Club will be presented  and other business may be transacted. 

Extraordinary General  Meeting A general meeting of Full Members of the Club called by  the Committee of Management themselves or at the  request of at least 10 % of the Full Members of the Club. 

Words importing the singular number only shall include the plural number, and  vice versa. 

Words importing the masculine gender only shall include the feminine gender;  and 

Words importing persons shall include corporations. 

Subject as aforesaid, any words or expressions defined in the Act shall, if not  inconsistent with the subject or context, bear the same meanings in the Articles.

The Companies Act 1985 and 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL

Memorandum of Association of Midland Sailing Club

  1. The name of the Company (hereinafter called “the Club”) is “Midland  Sailing Club”.
  2. The registered office of the Club is to be situated in England and Wales. 
  3. The objects for which the Club is established are to promote and facilitate the  sport of sailing and to provide social and other facilities for members as may be from time to time determined. 

And the Club shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely: 

(A) To purchase, take on lease or licence or in exchange, and otherwise hold  freehold and leasehold property and rights or privilege relating to such property and to construct, alter or demolish buildings and erections on such  property and to maintain and manage such property with full power to lease,  sub-lease or licence occupation of all or any part of such property for such  consideration (if any) as shall be deemed to be necessary. 

(B) To purchase, take on lease or licence or ill exchange, hire, subscribe for and  by other lawful means acquire such other assets as shall be necessary for the  continuance of the Club,

(C) To sell, let, mortgage, dispose of or turn to account all or any of the property  or assets of the Club. 

(D) To undertake and execute any charitable trusts which may lawfully be  undertaken by the Club. 

(E) To borrow or raise money on such terms and on such security as may be  thought fit. 

(F) To invest the moneys of the Club not Immediately required for its purposes ill or upon such investments, security 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 also as  hereinafter provided. 

(G) To establish and support or aid in the establishment and support of any  charitable associations or institutions and to subscribe or guarantee money  for charitable purposes. 

(H) To pay all monies necessary to effect insurance of the Club’s assets and  indemnify members. 

(I) To amend or modify the Memorandum and Articles of Association. 

(J) To dissolve the Club, provided that any residual assets shall be transferred to  some other institution having similar objects to the Club according to the  Articles of Association. 

(K) To do all such other lawful things as are incidental to the attainment or  furtherance of the said objects or any of them. 

(L) To employ such staff, who shall not be directors of the Club, as are necessary  for the proper pursuit of the Objects of the Club and to make all reasonable  and necessary provision for the payment of wages and other related  expenses. 

(M) To open and operate banking accounts and other facilities for banking.

Provided that:- 

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

(ii) The Club’s objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of  employers. 

(iii) In the case the Club shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Club shall not sell,  mortgage, charge or lease the same without such authority, approval or  consent as may be required by law, and as regards any such property the  Committee of Management of the Club shall be chargeable for any such  property that may come into their hands and shall be answerable and  accountable for their own acts, receipts, neglects and defaults, and for the  due administration of such property in the same manner and to the same  extent as they would as such Committee of Management have been if no  incorporation had been effected, and the incorporation of the Club shall not  diminish or impair any control or authority exercisable by the Chancery  Division or the Charity Commissioners over such Committee of  Management, but they shall as regards any such property be subject jointly  and separately to such control or authority as if the Club were not  incorporated.

(iv) The income and property of the Club shall be applied solely towards the promotion of its objects as set forth on 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 way of profit, to members of the  Club and no member of its Committee of Management shall be appointed to  any office of the Club paid by salary or fees, or receive any remuneration or  other benefit in money or money’s worth from the Club.

Provided that nothing herein shall prevent any payment in good faith by the  Club- 

(A) of reasonable and proper remuneration to any member, officer  or servant of the Club (not being a member of its Committee of Management) for any services rendered to the Club; 

(B) of a commercial rate of interest to be agreed by the  Committee of Management on money lent or reasonable and proper rent for premises demised or let by any member of the Club or of its Committee of Management;

(C) to any member of its Committee of Management of out-of pocket expenses; 

(D) to a company or partnership of which a member of the Club  or of its Committee of Management may be a member or  partner.

(v) No addition, alteration, or amendment shall be made to or in the provisions  of the Memorandum and Articles of Association for the time being in force,  which would have the effect that the Club shall cease to be a company to  which section 30 of the Companies Act 1985 applies.

(vi) The liability of the members is limited.

(vii) Every full member of the Club agrees to contribute such amount as may be  required (not exceeding £1) to the assets of the Club if it should be wound up  while he is a member or within one year after he ceases to be a member, for  payment of the Club’s debts and liabilities contracted before he ceases to be  a member, and of the costs, charges and expenses of winding up, and for the  adjustment of the rights of the contributories among themselves.

We, the subscribers to this Memorandum of Association, wish to be formed  into a Company pursuant to this Memorandum. 

NAMES AND ADDRESSES OF SUBSCRIBERS 

Mrs June Anslow, 67 Oaklands, Curdworth, Sutton Coldfield.

Mr Michael John Anslow, 67 Oaklands, Curdworth, Sutton Coldfield.

Mr Michael Burke, 17 Dippons Mill Close, Tettenhall, Wolverhampton.

Mr David Barrington Homer, 200 Highbridge Road, Sutton Coldfield.

Mr John Russell Manaley, 17 Tenbury Road, Kings Heath, Birmingham. 

Dated 4th September 1996 

Witness to the above Signatures- 

 Mr A R Birch

The Companies Act 1985 and 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL

Articles of Association of Midland Sailing Club

  1. The Club is established for the purposes expressed in the Memorandum of  Association. 
  2. The subscribers to the Memorandum of Association and such other persons  as the Committee of Management shall admit as Full Members in accordance  with the Articles shall be full voting members of the Club. The Committee  of Management may establish further categories of non-voting Associate  Members who shall enjoy such rights and benefits of membership as the  Committee of Management shall determine. No person shall be admitted to  membership in any category unless approved by the Committee of  Management. Every person who wishes to become a Member shall deliver  to the Club an application for membership in such form as the Committee of  Management require executed by them. The Committee of Management  shall have an absolute discretion in determining whether to accept or reject  any application for membership and shall not be bound to assign any reason  for their decision but nothing in these Articles shall entitle the Committee of  Management to discriminate in any way between applicants for membership  by reason of race, colour, sex, or creed. 
  3. A Full Member or Associate Member may at any time withdraw from the  Club by giving at least seven clear days’ notice to the Club. Membership  shall not be transferable and shall cease on death.
  4. The Members of the Club shall be required to pay an annual membership  subscription and such other fees and charges as determined by the Full  Members of the Club at their Annual General Meeting. 
  5. The Committee of Management may require a person who wishes to become  a Member to pay a joining fee at a level determined by the Full Members at  their Annual General Meeting in addition to the annual membership  subscription. 
  6. The Committee of Management may terminate, without notice being given,  the membership of any Member whose annual membership subscription or  other fees and charges are more than three months in arrears. The Committee  of Management may reinstate such Members upon payment of arrears. 
  7. The Committee of Management may terminate the membership of any  Member whose conduct, in the opinion of the Committee of Management is  injurious to the interests of the Club, provided that the Committee of  Management shall have afforded the Member concerned the opportunity to  appear, accompanied by a friend if he so wishes, before a specially convened  sub-committee of the Committee of Management to provide an explanation  of his actions. 

GENERAL MEETINGS.

  1. The Club shall hold a General Meeting in every calendar year as its Annual  General Meeting at such time and place as may be determined by the  Committee of Management, and shall specify the meeting as such in the  notices calling it, provided that every Annual General Meeting except the  first shall be held not more than fifteen months after the holding of the last  preceding Annual General Meeting, and that so long as the Club holds its  first Annual General Meeting within eighteen months after its incorporation  it need not hold it in the year of its incorporation or in the following year. 
  2. All General Meetings, other than Annual General Meetings, shall be called  Extraordinary General Meetings. 
  3. The Committee of Management may whenever it thinks fit convene an  Extraordinary General Meeting. In addition the Committee of Management  shall convene an Extraordinary General Meeting at the request, in writing, of  not less than 10% of the Full Members of the Club, as provided by Section  368 of the Act
  4. Twenty-one clear days’ notice in writing at the least of every Annual General  Meeting and of every meeting convened to pass a Special Resolution or an  Elective Resolution, and fourteen clear days’ notice in writing at the least of  every other General Meeting, specifying the place, the day and the hour of  the meeting, and in the case of special business the general nature of that  business, shall be given in manner hereinafter mentioned to such persons  (including the Auditors) as are under these Articles or under the Act entitled  to receive such notices from the Club; but with the consent of all the Full  Members having the right to attend and vote thereat, or of such proportion of  them as is prescribed by the Act in the case of meetings other than Annual  General Meetings, a meeting may be convened by such notice as those Full  Members may think fit. 
  5. The accidental omission to give notice of a meeting to, or the non-receipt of  such notice by, any person entitled to receive notice thereof shall not  invalidate any resolution passed, or proceeding had, at any meeting. 

PROCEEDINGS AT GENERAL MEETINGS

  1. All business that is transacted at an Annual General Meeting shall be deemed  ordinary unless required by the Act to be treated as special. 
  2. No business shall be transacted at any General Meeting unless a quorum is  present when the meeting proceeds to business. Save as herein otherwise  provided 10% of Full Members personally present shall be a quorum. 
  3. If within one hour from the time appointed for the holding of a General  Meeting a quorum is not present, the meeting, if convened on the requisition  of the Full Members, shall be dissolved. In any other case it shall stand  adjourned to the same day in the next week, at the same time and place, or at  such other place as the Committee of Management may determine. 
  4. The Commodore shall preside as Chairman at every General Meeting. If  there be no Commodore, or if at any meeting he is not present within fifteen minutes of the time appointed for holding the same, or is unwilling to  preside, the Vice Commodore, or in his absence or unwillingness to preside,  the Rear Commodore shall preside. If none of these is present or willing to  preside, the Full Members present shall choose a member of the Committee  of Management, or if no such member is present, or if all members of the Committee of Management decline to take the Chair, they shall choose a Full  Member of the Club who is present to preside.
  1. The Chairman may, with the consent of any meeting at which a quorum is  present (and shall if so directed by the meeting) adjourn the meeting from  time to time, and from place to place, but no business shall be transacted at  any adjourned meeting other than business which might have been transacted  at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be  given in the same manner as of an original meeting. Save as aforesaid, the  Full Members shall not be entitled to any notice of an adjournment, or of the  business to be transacted at an adjourned meeting.
  1. At any General Meeting a resolution put to the vote of the meeting shall be  decided on a show of hands, unless a poll is, before or upon the declaration  of the result of the show of hands, demanded by the Chairman or by at least  50% of the Full Members present in person, and unless a poll be so  demanded a declaration by the Chairman of the meeting that a resolution has  been carried, or carried unanimously or by a particular majority, or lost, or  nor carried by a particular majority, and an entry to that effect in the minute  book of the Club shall be conclusive evidence of the fact without proof of the  number or proportion of the votes recorded in favour of or against that  resolution. The demand for a poll may be withdrawn.  
  2. Subject to the provisions of the Article 21, if a poll be demanded in manner  aforesaid it shall be taken at such time and place, and in such manner, as the  Chairman of the meeting shall direct, and the result of the poll shall be  deemed to be the resolution of the meeting at which the poll was demanded. 
  3. No poll shall be demanded on the election of a chairman of a meeting, or on  any question of adjournment. 
  4. In the case of an equality of votes, whether on a show of hands or on a poll,  the Chairman of the Meeting shall be entitled to a second casting vote.  
  5. The demand for a poll shall not prevent the continuance of a meeting for the  transaction of any business other than the question on which a poll has been  demanded. 
  6. Subject to the provisions of the Act a resolution in writing signed by all the  Full Members for the time being entitled to receive notice of and to attend  and vote at Annual and Extraordinary General Meetings shall be as valid and effective as if the same had been passed at Annual or Extraordinary General  Meeting of the Club duly convened and held.

VOTES OF MEMBERS

  1. Subject as hereinafter provided, every Full Member shall have one vote.  
  2. Save as herein expressly provided, no Member other than a Full Member  duly registered, who shall have paid every subscription and other sum (if  any) which shall be due and payable to the Club in respect of his  membership, shall be entitled to vote on any question personally at any  General Meeting. 
  3. No objection shall be raised to the qualification of any voter except at the  meeting or adjourned meeting at which the vote objected to is tendered, and  every vote not disallowed at the meeting shall be valid. Any objection made  be referred to the Chairman whose decision shall be final and conclusive. 
  4. Votes shall be given on a poll by Full Members present in person at the  meeting. 

COMMITTEE OF MANAGEMENT

  1. Unless otherwise determined by a General Meeting the number of members of the Committee of Management shall not be less than five nor more than  sixteen. 
  2. The Annual General Meeting shall elect the Committee of Management  which shall consist of Commodore, Vice-Commodore, Rear Commodore,  Treasurer, Honorary Secretary, Sailing Secretary, Harbourmaster and other  members up to the maximum number. 
  3. The first members of the Committee of Management shall be as named in the Statement delivered to the Registrar of Companies pursuant to section 10 of  the Act. 
  4. The Committee of Management may from time to time and at any time  appoint any Full Member of the Club as a member of the Committee of  Management either to fill a casual vacancy or by way of addition to the Committee of Management, provided that the prescribed maximum be not  thereby exceeded. Any Full Member so appointed shall retain his office only  until the next Annual General Meeting, but he shall then be eligible for  election. 
  5. No person who is not a Full Member of the Club shall in any circumstances  be eligible to hold office as a member of the Committee of Management. 

POWERS OF THE COMMITTEE OF MANAGEMENT

  1. The business of the Club shall be managed by the Committee of Management  who may pay all such expenses of, and preliminary and incidental to, the  promotion, formation, establishment and incorporation of the Club as they  think fit, and may exercise all such powers of the Club, and do on behalf of  the Club all such acts as may be exercised and done by the Club, and as are  not by the Act or by the Articles required to be exercised or done by the Club  in General Meeting, subject nevertheless to any regulation of the Articles, to  the provisions of Act and to such regulations, being not inconsistent with the  aforesaid regulations or provisions as may be prescribed by the Club in  General Meeting; but no regulation made by the Club in General Meeting  shall invalidate any prior act of the Committee of Management which would  have been valid if such regulation had not been made.
  2. The members for the time being of the Committee of Management may act  notwithstanding any vacancy in their body; provided always that in case the  members of the Committee of Management shall at anytime be or be reduced  in number to less than the minimum number prescribed by or in accordance  with the Articles, it shall be lawful for them to act as the Committee of  Management for the purpose of admitting persons to membership of the  Club, filling up vacancies in their body, or of summoning a General Meeting,  but not for any other purpose.

COMPANY SECRETARY

  1. Subject to the provisions of the Act the Company Secretary shall be  appointed by the Committee of Management for such time at such  remuneration and upon such conditions as they may think fit, and any  Company Secretary so appointed may be removed by them. The provisions  of sections 283 and 284 of the Act shall apply and be observed. The  Committee of Management may from time to time by resolution appoint an  assistant or deputy Company Secretary if there be no Company Secretary or  no Company Secretary capable of acting. 

DISQUALIFICATION OF MEMBERS OF THE COMMITTEE OF  MANAGEMENT 

  1. The office of a member of the Committee of Management shall be vacated- 

(A) If he becomes a bankrupt or makes any arrangement or composition  with his creditors generally. 

(B) If he becomes of unsound mind. 

(C) If he ceases to be a Full Member of the Club. 

(D) If by notice in writing to the Honorary Secretary of the Club he resigns  his office. 

(E) If he ceases to hold office by virtue of any provision of the Act or he  becomes prohibited by law from being a Director of a Company. 

RETIREMENT AND RE-ELECTION OF MEMBERS OF THE  COMMITTEE OF MANAGEMENT

  1. At the first Annual General Meeting and at any Annual General Meeting to  be held in any subsequent year, the members of the Committee of  Management for the time being shall retire from office. 
  2. A retiring member of the Committee of Management shall be eligible for re election. 
  3. The Club may, at the meeting at which a member of the Committee of  Management retires in manner aforesaid, fill up the vacated office by electing  a person thereto, and in default the retiring member shall, if offering himself  for re-election, be deemed to have been re-elected, unless at such meeting it  is expressly resolved not to fill such vacated office, or unless a resolution for  the re-election of such member shall have been put to the meeting and lost. 
  4. No person not being a member of the Committee of Management retiring at  the meeting shall, unless recommended by the Committee of Management  for election, be eligible for election to membership of the Committee of  Management at any General Meeting, unless within the prescribed time  before the day appointed for the meeting there shall have been given to the  Honorary Secretary notice in writing, by some Full Member duly qualified to  be present and vote at the meeting for which such notice is given, of his  intention to propose such person for election, and also such notice in writing,  signed by the person to be proposed, of his willingness to be elected. The  prescribed time above mentioned shall be such that, between the date when notice is served, or deemed to be served, and the date appointed for the  meeting there shall be not less than seven nor more than twenty one  intervening days. 
  5. The Club may from time to time in General Meeting increase or reduce the number of members of the Committee of Management and may make the appointments necessary for effecting any such increase. 
  6. In addition and without prejudice to the provisions of section 303 of the Act,  the Club may by Extraordinary Resolution remove any member of the  Committee of Management before the expiration of his period of office. 

PROCEEDINGS OF THE COMMITTEE OF MANAGEMENT

  1. The Committee of Management may meet together for the dispatch of  business, adjourn and otherwise regulate their meetings as they think fit, and  determine the quorum necessary for the transaction of business. Unless  otherwise determined, one third of the members of the Committee of  Management or three, whichever is the greater, shall be a quorum. Questions  arising at any meeting shall be decided by a majority of votes. In case of an  equality of votes the Chairman shall have a second or casting vote. 
  2. A member of the Committee of Management may, and on the request of a  member of the Committee of Management the Honorary Secretary shall, at  any time, summon a meeting of the Committee of Management by giving  seven clear days notice in writing served upon the several members of the  Committee of Management. A member of the Committee of Management  who is absent from the United Kingdom shall not be entitled to notice of a  meeting. 
  3. The Commodore shall be Chairman of the Committee of Management and  shall be entitled to preside at all meetings of the Committee of Management  at which he shall be present, but if at any meeting the Commodore is not  present within fifteen minutes after the time appointed for holding the  meeting and willing to preside, the Vice Commodore, or in his absence or  unwillingness to preside, the Rear Commodore shall preside. If none of these  is present or willing to preside, the members of the Committee of  Management present shall choose one of their number to be Chairman of the  meeting.
  4. A meeting of the Committee of Management at which a quorum is present  shall be competent to exercise all the authorities, powers and discretions by  or under the regulations of the Club for the time being vested in the  Committee of Management generally. 
  5. The Committee of Management may delegate any of their powers to sub committees consisting of such members of the Committee of Management  and other Members of the Club as they think fit, and any sub-committee so  formed shall, in the exercise of the powers so delegated, conform to any  regulations imposed upon it by the Committee of Management. The  meetings and proceedings of any such sub-committee shall be governed by  the provisions of the Articles for regulating the meetings and proceedings of  the Committee of Management so far as applicable and so far as the same  shall not be superseded by any regulations made by the Committee of  Management. 
  6. All acts bona fide done by any meeting of the Committee of Management or  of any sub-committee of the Committee of Management, or by any person  acting as a member of the Committee of Management, shall, notwithstanding  that it be afterwards discovered that there was some defect in the  appointment or continuance in office of any such member or person acting as  aforesaid, or that they or any of them were disqualified, be as valid as if  every such person had been duly appointed or had duly continued in office  and was qualified to be a member of the Committee of Management or sub committee. 
  7. The Committee of Management shall cause proper records to be kept of all  Written Resolutions (and of the signatures). The Committee of Management  shall cause proper minutes to be made of all appointments of members of the  Committee of Management made by the Committee of Management and of  the proceedings of all meetings of the Club and of the Committee of  Management and of sub-committees, and all business transacted at such  meetings. All such records (and signatures) and minutes shall be entered in  the books provided for the purpose. Any such record purporting to be signed  by a member of the Committee of Management or by the Honorary Secretary  shall be evidence of the proceedings in agreeing to the written Resolution and  until the contrary is proved the requirements of the Act with erspect to those  proceedings shall be deemed to be complied with. Any such minuted of any  meeting, if purporting to be signed by the Chairman of such meeting, or by  the Chairman of the next succeeding meeting, shall be sufficient evidence  without any further proof of the facts therein stated.
  8. A resolution in writing signed by all the members for the time being of the  Committee of Management or of any sub-committee of the Committee of  Management who are entitled to receive notice of a meeting of the  Committee of Management or of such sub-committee shall be as valid and  effectual as if it had been passed at a meeting of the Committee of  Management or of such sub-committee duly convened and constituted. 

ACCOUNTS

  1. The Committee of Management shall cause accounting records to be kept in  accordance with the requirements of the Act. 
  2. The accounting records shall be kept at the Office, or, subject to the  provisions of the Act, at such other place or places as the Committee of  Management shall think fit, and shall always be open to the inspection of the  members of the Committee of Management. 
  3. The Committee of Management shall from time to time determine whether  and to what extent and at what times and places and under what conditions or  regulations the accounting records of the Club or any of them shall be open  to the inspection of Members not being members of the Committee. 

NOTICES

    1. A notice may be served by the Club upon any Full Member, either personally or by sending it through the post in a prepaid letter or by e-mail, addressed to such Full Member at the address or e-mail address last notified to the Club by the Full Members.
    2. A notice may be served by the Club upon any Full Member, either personally or by sending it through the post in a prepaid letter or by e-mail, addressed to such Full Member at the address or e-mail address last notified to the Club by the Full Members.
    3. Any notice, whether served by post or e-mail, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post or if an e-mail, is set electronically, and in providing such service it shall be sufficient to prove that the letter or e-mail containing the notice was properly addressed and, in the case of a letter, put into the post office as a prepaid first-class letter.
    4. If upon the winding up or dissolution of the Club there remains, after the  satisfaction of all its debts and liabilities, any property whatsoever, the same  shall not be paid to or distributed among the Members of the Club, but shall  be given or transferred either to another community amateur sports club having objects similar to the objects of the Club, or to a registered charity, or to the Royal Yachting Association, such  institution or institutions to be determined by the Full Members of the Club  at or before the time of dissolution.
    5. Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post,  and in providing such service it shall be sufficient to prove that the letter  containing the notice was properly addressed and put into the post office as a  prepaid first class letter.  

DISSOLUTION

    1. If upon the winding up or dissolution of the Club there remains, after the  satisfaction of all its debts and liabilities, any property whatsoever, the same  shall not be paid to or distributed among the Members of the Club, but shall be given or transferred either to another community amateur club having objects similar to the objects of the Club, or to a registered charity, or to the Royal Yachting Association, such institution or institutions to be determined by the Full Members of the Club  at or before the time of dissolution.  

RULES AND STANDING ORDERS

    1. The members may in General Meeting make such rules for the control of the  Club’s activities and standing orders for the regulation of the conduct of  business of the Club as they think fit.