THE NATIONAL ASSOCIATION OF BOAT OWNERS

Friday, April 28, 2017

Constitution

1. NAME
The Association shall be known as the National Association of Boat Owners.
2. OBJECTS
The objects of the Association shall be as follows:
(a) to provide effective representation for owners of vessels on Britain’s inland waterways on any subject or matter which is relevant to the owners of such vessels.
(b) to organise events, demonstrations, rallies or other activities which in the opinion of the Council will further the object in clause (a) above, but not to organise or actively engage in any event which would in the opinion of the Council bring the Association into disrepute.
3. POWERS
In furtherance of the above objects, the Association shall have the following powers:
(a) to assist financially or otherwise any appropriate bodies whether official or otherwise;
(b) to promote by visits, meetings, publications, exhibitions or lectures, any of the above objects;
(c) to secure publicity for the promotion of the objects of the Association.
4. MEMBERSHIP
4.1 Classes
The Association shall have the following classes of member:
(a) Full member, entitled to attend and vote at general meetings, subject to Clause 6.1 (c). Family members shall have full membership rights.
(b) Associated member, entitled to attend, but not to vote at, general meetings.
(c) Affiliated member, entitled to have a representative attend, but not to vote at, general meetings.
(d) Life member, entitled to attend and vote at general meetings.
(d) Joint Life member, entitled to attend and vote at general meetings.
4.2 Eligibility
An applicant shall be eligible for membership of the Association only if the applicant supports the objects of the Association set out in Clause 2 and agrees to be bound by this Constitution. In addition:
a) An applicant shall be eligible for full membership only if the applicant is a person who owns a
vessel capable of use on Britain’s inland waterways.
b) An applicant shall be eligible for associated membership only if the applicant is an individual.
c) An applicant shall be eligible for affiliated membership only if the applicant is an organisation.
4.3 Becoming a Member
A person or organisation shall become a member of the Association only by:
a) Being admitted by the Council, having applied for membership using the application form prescribed by the Council, or being co-opted by the Council, and
b) Paying the applicable subscription fee.
The Council shall have the power to:
• Refuse to admit any applicant as a member and need give no reason for such refusal unless a request
for a reason is made by the applicant in writing.
• Decide that an organisation and its representatives shall be ineligible for membership on the grounds that the organisation’s aims may be incompatible with the objects of the Association.
4.4 Information for Applicants
The Association shall provide on request to each prospective applicant for membership:
• A membership application form.
• A copy of this constitution.
4.5 Period of Membership
Membership shall continue until one of the following occurs:
a) Fourteen months has elapsed from admission to membership or renewal of membership, whichever is more recent.
b) The member submits his resignation from membership to the Council in writing.
c) The membership is cancelled by the Council.
4.6 Renewal
A member may renew membership for a further year by applying to the Association and paying the required subscription fee.
5. THE COUNCIL
5.1 Composition
a) The management of the Association shall be carried out by a Council hereinafter referred to as “the Council”.
b) The Council shall consist of not less than four and not more than twelve full members.
5.2 Becoming a Council Member
A person shall become a member of the Council only by being eligible and being either elected at a General Meeting of the Association or co-opted by the Council.
5.3 Eligibility
a) Only full members are eligible to be nominated for election to or to be members of the Council.
b) Any member seeking election or re-election to the Council who is, or has at any time in the previous
12 months, held any position of influence or authority in any organisation which is involved with the inland waterways, or has any personal interest which is likely to affect their dealings with outside bodies on behalf of the Association, shall declare their interest at the time of being nominated for the Council. In the event that no such declaration of interest has been made and such an interest is subsequently found to exist then that person will be debarred from continuing to serve on the Council.
c) Any member seeking election or re-election to the Council who is, or has been at any time in the previous six years convicted of any criminal offence, or involved in or threatened with litigation, or involved in or threatened with formal insolvency proceedings, or the subject of a formal inquiry, shall declare the full circumstances and current status at the time of being nominated for the Council. In the event that no such declaration has been made and such circumstances are subsequently found to exist then that person will be debarred from continuing to serve on the Council. If such a declaration is made and the member is elected to Council, then they shall inform Council promptly of any significant changes to their interest or the circumstances. In the event that Council considers that any of the matters disclosed are sufficiently serious they may apply the criteria and procedures set out in Clause
7(f) to exclude the member from Council or from eligibility for election to Council.
5.4 Election
a) Members of the Council shall be elected at the AGM for a term of one year from among those nominated.
b) Each nomination for election or re-election to the Council shall include the name of the person nominated, be signed by the nominee to indicate willingness to be nominated, be signed by a proposer and seconder who are both full members, and be received by the General Secretary not less than forty two days before the AGM.
c) In the event of a contested election a ballot shall be taken and two tellers shall be appointed to collect and count all the votes.
5.5 Period of Being a Council Member
a) The term of office of each member of the Council shall expire at the beginning of the succeeding AGM, or immediately upon resignation of the member from the Council, or upon the member of the Council ceasing to be a full member of the Association, or upon the member being excluded from Council.
b) Any member of the Council absenting himself or herself for three consecutive meetings without reason acceptable to the Council shall be deemed to have resigned from the Council.
5.6 Officers
The Council shall elect the Association‘s Officers who shall comprise a Chairman, Vice Chairman, General Secretary and Treasurer. An Officer’s title, e.g. “Chairman”, identifies the position, not the sex of the holder. The election shall be by secret ballot if this is requested. These elections shall take place during a formal Council meeting held as soon as practicable after the election of the Council. The
General Secretary and Treasurer need not be Council members .In the event that they are not, Clauses
5.3 (b) and(c) nonetheless apply to them.
316. GENERAL MEETINGS
6.1 Annual General Meeting
a) An Annual General Meeting shall be held each calendar year to:
• Receive the Chairman‘s report.
• Approve audited financial statements for the previous financial year ending on 31st March.
• Determine the annual subscription rates.
• Elect the Council members.
• Appoint an auditor.
• Consider any proposed alterations to the Constitution.
• Deal with business brought forward by the Council or members’ resolutions. Such resolutions duly
proposed and seconded must be received by the General Secretary not less than forty two days before the meeting, and shall be distributed to all members before the meeting.
b) Council shall make arrangements for members to be able to submit postal or proxy votes in the event of an election being required under Clause 5.4 (c), or a vote under any of the sub-clauses of (a) above, if they so request.
c) Full members joining the Association less than 42 days before an Annual or Special General Meeting, or under eighteen years of age, shall not be entitled to vote at that Meeting.
d) A notice convening the AGM together with an agenda shall be sent to all members no less than twenty one days before the date of the meeting. Council shall give adequate notice of meeting dates and deadlines for motions and nominations to enable members to put them forward within this Constitution’s time limits if they so wish, and provide full details to members of any proposed motions or amendments to this Constitution.
6.2 Special General Meetings
A Special General Meeting may be called by sending to the General Secretary a resolution or resolutions signed by at least twenty five full members, or by resolution of Council.
a) The Special General Meeting is to be held within fifty six days of the General Secretary receiving such a resolution or resolutions.
b) Notice convening this meeting shall be circulated to all members not less than fourteen days before the date of the meeting.
c) The meeting shall consider the resolution or resolutions referred to above but shall conduct no other business.
d) Council shall make arrangements for postal or proxy votes, as in Clause 6.1 (b).
7. COUNCIL MEETINGS, POWERS AND PROCEDURES
a) The Chairman shall call a meeting of the Council as required but not less than once every three months. A special meeting of the Council may be called on the written application of at least three of the Council members.
b) The Chairman of the Association shall be the Chairman of the Council and shall chair all Council meetings unless absent or unwilling to do so, in which case Council shall elect one of its members to chair that meeting.
c) The quorum at a meeting of the Council shall be one third of the number of the Council members holding office at that time, but shall never be less than three, and shall include one of the Association‘s Officers.
d) The Council may co-opt full members on to Council, subject to Clauses 5.1 (b), 5.3 and 5.5 above.
No individual shall be co-opted for more than two successive years.
e) The Council may make rules of procedure not at variance with this Constitution.
f) The Council is authorised to prepare a newsletter or magazine and other publications for members’ benefit.
g) The Council may exclude from membership any member if there is evidence that the actions of the member are in opposition to the objects of the Association, or are likely to bring the Association into disrepute, providing that a resolution is passed by a two thirds majority of the Council. Prior to exclusion, the member shall be informed of the intention to exclude, and shall be given the opportunity to state his or her case at the next meeting of the Council.
32h) Minutes of all the Council meetings shall be taken and shall be approved as a true representation at the following meeting of the Council. All minutes shall be available for inspection by any member of the Council and by any member of the Association except for minutes involving personal matters
relating to individual members or matters falling under Clauses (g) above and 5.3 (b) and (c) which shall remain confidential.
i) Notice (including an agenda) shall be given to every member of the Council, and should be at least 14 days in advance of all meetings of the Council. In special circumstances shorter notice may be
necessary but shall never be less than 48 hours. Where less than 14 days notice has been given, the reasons for the short notice shall be recorded in the minutes of the meeting.
j) Members of the Association shall be informed of the dates and venues of Council Meetings and shall have the right to attend, provided they advise the Chairman or General Secretary of their intention to do so. They may be allowed to speak, but may not vote.
8. FINANCIAL MATTERS
8.1 Bank accounts and Signatories
The Treasurer shall have charge of the funds of the Association. These shall be deposited in accounts in the Association’s name with a clearing bank or other United Kingdom licensed deposit taker.
Cheques or other withdrawals shall be signed or authorised by any two of the Officers of the Association. In the event that two or more Officers are related then Council shall designate alternative Council members as signatories.
8.2 Audits
The Association’s financial statements shall be audited annually. The auditor shall be a member of a professional body recognised by the Companies Act 1985 as Auditors, but need not be currently registered as an Auditor. The auditor must not be an Officer of the Association or a member of the Council. Council may set the scope of the audit, but with the agreement of the auditor.
8.3 Subscriptions and Donations
The Association shall have the power to levy and collect membership subscriptions as they fall due.
The Association shall not accept donations or any other forms of benefit where such donations or benefits are given subject to conditions which would restrict the activities of the Association or where the donor may obtain influence over the Association in consequence of giving the donations or benefits.
8.4 Expenses
Members claiming expenses should submit the claim no later than one month after the end of the financial year in which they have been incurred.
9. GENERAL MATTERS
9.1 Alterations to the Constitution
Alterations to this Constitution can only be made at the AGM or at a Special General Meeting, notice of which must specify the proposed changes. Any alteration to the constitution must have a two thirds majority of those present voting in favour of the resolution, provided that no alteration is made to this clause, clause 2 or clause 9.3.
9.2 Honorary Officers
The Association may have an Honorary President and Vice-President(s) who shall be invited by the Council to hold office until either they or Council decide otherwise.
9.3 Winding Up
If on the winding up or dissolution of the Association there remains after the settling of all liabilities any property whatsoever, this shall not be paid to or distributed among the members of the Association, but shall be given to such a registered Charity or charities established for similar charitable purposes as the Association shall decide.
Accepted at AGM 15/10/03 - Amended after AGM 2005