Companies Act, 1961 Company Limited by Guarantee and not having a Share Capital
Articles of Association of Royal Motor Yacht Club of New South Wales Ltd Interpretation 1. In these Articles “the Code” means the Companies (New South Wales) Code. “the Club” means the Royal Motor Yacht Club of New South Wales Limited, the premises of which are situated at number 21 Wunulla Road, Point Piper. “the unincorporated Body” means the unincorporated Body which was known as the Royal Motor Yacht Club of New South Wales the funds and other assets and liabilities of which the Club is authorized to take over by clause 2 (a) of the Memorandum of Association. “the Board” means the Board of Directors of the Club within the meaning of the Code. “Flag Officers” means such of the members of the Board as have been elected by a General Meeting to the offices of Commodore,Vice Commodore and Rear Commodore, of the Club. “Secretary” means an “approved Secretary” or an “acting Secretary” as defined by section 33 and 34 of the Registered Clubs Act 1976 as amended appointed by the Club to perform the duties of the secretary. “State” means the State of New South Wales “Member” unless otherwise indicated by a prefix or by the context of the relevant Article means any member of the Club irrespective of the class of membership to which he may belong. “Register of Vessels” means the register containing the names of the boat-owner members of the Club and the names, the descriptions and the class of their vessels, pursuant to Article 101. “month” means a calendar month “notice” means any communication in writing. “the seal” means the Common Seal of the Club. Expressions referring to writing shall unless the contrary intention appears to be constructed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form. Words importing the masculine gender only shall include the feminine gender and words importing the singular number only shall include the plural number and vice-versa. Words or expressions contained in these Articles shall be interpreted in accordance with the provisions of the Interpretation Act 1897, of the Code of the Registered Clubs Act 1897, as amended or any other relevant statute in force at the date on which the Articles become binding on the Club. 2. The Club is established for the purposes set out in the Memorandum of Association.The name of the Company (hereinafter called “the Club”) is “ROYAL MOTOR YACHT CLUB OF NEW SOUTH WALES LIMITED.” Membership 3. The number of members of the Club (not including Junior Members or Honorary Members) shall not for the time being exceed two thousand (2,000). 4. The subscribers to the Memorandum of Association and such other persons as the Board shall admit to membership in accordance with these Articles shall be members of the Club. 5. If the whole of the funds and other assets of the unincorporated Club become the absolute property of the Club forthwith after its incorporation then every person
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who at the date of incorporation of the Club is a member of the unincorporated Club and who on or before the thirty-first day of December, 1972 agrees in writing to become a member of the Club shall be admitted by the Board to membership of the Club in the appropriate class. Every member of the Club who previously to his agreeing to become a member of the Club has paid his subscription due on the first day of July 1972, as a member of the unincorporated Club shall not be liable to pay any further sum by way of annual subscription to the Club for the period prior to the first day of July, 1973 Classes of Membership 6. The Club shall consist of five (5) classes of members but Boat Owner members, General members and Life members only shall have the rights accorded by the Articles to full membership of the Club and shall be entitled to use all of the facilities and amenities of the Club and the right to nominate or second any person for membership and have credit facilities. Notwithstanding anything contained in Article 6 of these Articles and in order to make clear the voting rights of the various classes of members only Boat Owner members, General members and Life members (who immediately prior to being elected to Life membership were either Boat Owner members or General members) shall be eligible to vote for the election of the Board of Directors and vote on any matter at a General Meeting of the Club. (a) BOAT OWNER MEMBERS An application of this class of membership must be either solely or jointly with another member or members of the Club, an owner of a vessel eligible to be included in the Register of Vessels and must immediately upon being admitted as a member apply to have his name and the name, description and class of his vessel entered in the Register of Vessels. The members of this class shall have all the rights accorded by these Articles and shall be entitled to the enjoyment of all the facilities and amenities of the Club. For the purpose of this paragraph a Boat Owner member who disposes of his vessel with the intention of replacing same and within seven (7) days of such disposal notifies the Secretary in writing of his intention so to do shall be deemed to belong to his class for a period of three months from the date of the disposal of his vessel notwithstanding the fact that he will be owning no vessel during such a period.The Board may at its discretion grant extensions of the aforesaid period on being requested in writing by the member concerned and being given satisfactory reasons for such a request. (b) GENERAL MEMBERS General Members shall be: (i) Those persons who at the date of the Special Resolution adopting this Article are recorded in the Register of members as General Members or as Social Members. (ii) Such other persons who in the opinion of the Board of the Club are suitable for General membership. (c) LIFE MEMBERS The Board may once during the term of its office if it so resolves, by the vote (taken by ballot) of three fourths (3/4) of its members make a recommendation to a General Meeting for the conferment of a Life Membership on a member who having been a member for a period of